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Skadden,
Arps, Slate, Meagher & Flom

    Partners

    Geoffrey
    Chan *

    Shu
    Du *

    Andrew
    L. Foster *

    Chi
    T. Steve Kwok *

    Edward
    H.P. Lam ¨*

    Haiping
    Li *

    Rory
    McAlpine ¨

    Jonathan
    B. Stone *

    Kai Sun

    Paloma P. Wang

    ¨
    (Also Admitted in England & Wales)

    *
    (Also Admitted in New York)

     世達國際律師事務所

    42/F,
    EDINBURGH TOWER, THE LANDMARK

    15
    QUEEN’S ROAD CENTRAL, HONG KONG

    ________

    TEL: (852) 3740-4700

    FAX: (852) 3740-4727

    www.skadden.com

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February
2, 2023

VIA EDGAR

Ms. Jan Woo

Mr. Jeff Kauten

Mr. Stephen Krikorian

Ms. Laura Veator

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Hesai
                                            Group (CIK No. 0001861737)

                                            Registration Statement on Form F-1 (File No. 333-269247)

Dear Ms. Woo, Mr. Kauten, Mr. Krikorian
and Ms. Veator:

On behalf of our
client, Hesai Group, a company organized under the laws of the Cayman Islands (the “Company”), we are filing herewith
Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) containing
a preliminary prospectus with an estimated price range and certain exhibits via EDGAR with the Securities and Exchange Commission (the
 “Commission”).

The Company respectfully
advises the staff of the Commission (the “Staff”) that the Company plans to commence the road show for the proposed
offering shortly hereafter, and request that the Staff declare the effectiveness of the Registration Statement on or about
February 8, 2023. The Company, together with the underwriters, will file joint acceleration requests in time before the requested effective
time. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed
timetable for the offering.

Concurrently with
the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments
contained in the letter from the Staff dated January 30, 2023. The Staff’s comments are repeated below in bold and are followed
by the Company’s responses. We have included page references in the Registration Statement where the language addressing the comment
appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

U.S. Securities
and Exchange Commission

February
2, 2023

Page 2

Registration Statement on Form
F-1

Prospectus
Summary

Conventions
That Apply to This Prospectus, page 12

 1. We note
                                            that your definition of “China” or the “PRC” excludes Hong Kong and
                                            Macau. Please revise your disclosure to remove the exclusion of Hong Kong and Macau from
                                            your definition of “China” or the “PRC.”

In response to the Staff’s
comment, the Company has revised the disclosure on page 13 of the Registration Statement. In light of the revised definition of “China”
and the “PRC,” the Company has also revised “China” and the “PRC” to “mainland China”
throughout the Registration Statement where necessary.

Summary Consolidated Financial
Data, page 17

 2. Please
                                            update your pro forma calculation to include the amount of stock compensation that will be
                                            recognized upon the effectiveness of your IPO. Assume the service vesting conditions that
                                            were met as of the IPO effectiveness date were met as of January 1, 2021 and include the
                                            entire amount of additional stock compensation in you pro forma net loss per share for the
                                            year ended December 31, 2021. In determining the service vesting conditions that will be
                                            met as of the IPO effectiveness date and calculating the stock compensation that will be
                                            recognized upon the effectiveness of your IPO, use the most recent practicable date, when
                                            known, and disclose this date.

In response to the Staff’s
comment, the Company has revised the disclosure on page 19 of the Registration Statement.

Management’s Discussion
and Analysis of Financial Condition and Results of Operations Overview, page 77

 3. You
                                            disclose that you have industry-leading gross margins of approximately 50% from 2020 onwards.
                                            However, your disclosure on page 78 states that your gross margin for the nine months ended
                                            September 30, 2022 was 44.0% and your Selected Quarterly Results of Operations on page 89
                                            indicate that your gross margin for the most recent quarter ended September 30, 2022 was
                                            37%. Please clarify this disclosure to include your gross margin through September 30, 2022
                                            and any known decreases in gross margin as it relates to the unit shipments through December
                                            31, 2022 that you have disclosed.

In response to the Staff’s
comment, the Company has revised the disclosure on page  80 of the Registration Statement.

    2

U.S. Securities
and Exchange Commission

February
2, 2023

Page 3

Management, page 152

 4. Please
                                            file the consent of Bonnie Zhang
                                            as an exhibit to your registration statement. Refer to Securities Act Rule 438.

In response to the
Staff’s comment, the Company has filed the consents of Ms. Bonnie Zhang and Dr. Jie Chen, the two independent director
nominees, as Exhibits 99.5 and 99.6, respectively, to the Registration Statement.

Compensation
of Directors and Executive Officers, page 156

 5. Please
                                            update to include the executive compensation disclosure for the year ended December 31, 2022.

In response to the Staff’s
comment, the Company has revised the disclosure on page 160 of the Registration Statement.

Unaudited
Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2021 and 2022

Notes
to Unaudited Condensed Consolidated Financial Statements

Share Based
Compensation, page F-64

 6. When
                                            your preliminary IPO price is known, please provide us with a breakdown of all equity awards
                                            granted from six month before the date of this letter and leading up to the preliminary pricing
                                            of your IPO. This breakdown should list grants in chronological order including the fair
                                            value of the underlying common stock used to value such awards as determined by your board
                                            of directors. Please reconcile and explain the differences between the fair values of the
                                            underlying equity interest determined on each grant date, including the difference between
                                            the most recent grant date fair value and the midpoint of your offering range. In addition,
                                            your disclosure should fully describe the assumptions utilized at the IPO valuation date
                                            that are significantly different than those used in the most recent valuation.

The Company respectfully
advises the Staff that below is a summary of share options granted over the six months period before the date of the Staff’s
letter through February 2, 2023, the date of the Registration Statement:

    Grant Date
    Number

of options
    Exercise price
    Fair value of

 options
    Fair value of

 the underlying

 ordinary share
    WACC
    DLOM

    September 8, 2022
      13,311
    US$
    3.30
    US$
    17.26
    US$
                                                                        19.91
      18.5 %
      11.0 %

    September 8, 2022
      279,059
    US$
    3.73
    US$
    17.11
    US$
                                                             19.91
      18.5 %
      11.0 %

    September 8, 2022
      21,448
    US$
    18.65
    US$
    12.93
    US$
                                                             19.91
      18.5 %
      11.0 %

    December 24, 2022
      191,687
    US$
    3.73
    US$
    16.22
    US$
                                                             18.85
      19.8 %
      10.0 %

    3

U.S. Securities
and Exchange Commission

February
2, 2023

Page 4

As there has been no public market for the Company’s
ordinary shares to date, the estimated fair value of the underlying ordinary share used to value these option grants has been determined
by the Company’s board of directors (the “Board”) using the income approach. Under the income approach, the significant
assumptions used in calculating the fair value of ordinary share include the forecasted operating and financial performance of the Company,
weighted average cost of capital (“WACC”) and discount for lack of marketability (“DLOM”).

For the assumptions used in the determination of per share fair value of the underlying ordinary share of US$19.91
as of September 8, 2022, WACC of 18.5% was derived using the capital asset pricing model based on a market risk free rate of 3.5%, listed
comparable companies’ beta of 2.07, a market risk premium of 5.5%, and adjusted by other parameters and factors. DLOM of 11% was
derived using the Finnerty model with an expected time length of 0.25 years to the IPO, a volatility of 96% based on comparable company’s
expected volatility in the LiDAR industry. There is no significant change in the Company’s forecasted operating and financial performance
for the valuation performed as of September 8, 2022.

Reconciliation of the fair
values of the underlying equity interest on September 8, 2022 to December 24, 2022

The fair value of underlying
ordinary share used to value option awards modestly decreased by 5.32% from US$19.91 as of September 8, 2022 to US$18.85 as of December
24, 2022.

The operations and outlook
for the Company remained stable between the two grant dates, as the actual operation results met the forecasts deployed in the valuation
model as of September 8, 2022.

The decrease was mainly
attributable to a decrease of total equity value resulted from an increase of WACC deployed in the valuation models by 1.3%, which
took into account of the recent stock price performance and volatility of the Company’s public comparable companies in LiDAR
industries, such as Velodyne, Luminar, Ouster and other comparable companies since September 2022. The impact was partially offset by a
decrease of DLOM of 1%, due to proximity of December 24, 2022 to the expected IPO effectiveness date, which would result in a higher
liquidity for Company’s ordinary shares.

Reconciliation of the fair
values of the underlying equity interest on December 24, 2022 to the midpoint of IPO preliminary price range

The initial public offering
price was determined by negotiations between the Company and the representatives of underwriters. Among the factors considered in determining
the initial public offering price were the Company’s future prospects and those of its industry in general, its sales, earnings
and certain other financial and operating information in the recent periods, and the price-earnings ratios, price-sales ratios, market
prices of securities, and certain financial and operating information of companies engaged in activities similar to the Company.

The Company currently
expects the IPO preliminary price range to be from US$17.00 to US$19.00 per share, and the midpoint of the IPO preliminary price
range to be US$18.00 per share, representing a decrease of 4.51% from the estimated fair value of the Company’s ordinary
share as of December 24, 2022, which is mainly attributable to an expected more depressed demand in the IPO market.

Given the considerations outlined
above, the Company believes that the difference between the estimated fair value of ordinary shares for equity awards granted since September
8, 2022, December 24, 2022 and the midpoint of the IPO preliminary price range is reasonable.

*       *       *

    4

U.S. Securities
and Exchange Commission

February
2, 2023

Page 5

If you have any
questions regarding the Registration Statement, please contact the undersigned, partner at Skadden, Arps, Slate, Meagher & Flom LLP,
by phone at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com, or Jimmy Chen, partner at Deloitte Touche Tohmatsu Certified Public
Accountants LLP, by telephone at +86 21 6141-2172 or via email at jimmycchen@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public
Accountants LLP is the independent registered public accounting firm of the Company.

    Very truly yours,

    /s/ Yuting Wu

    Yuting Wu

 cc: Yifan
                                            Li, Co-Founder, Director and Chief Executive Officer, Hesai Group

Louis T. Hsieh, Director and
Global Chief Financial Officer, Hesai Group

Shu Du, Esq., Partner, Skadden,
Arps, Slate, Meagher & Flom LLP

Brian V. Breheny, Esq., Partner,
Skadden, Arps, Slate, Meagher & Flom LLP

Jimmy Chen, Partner, Deloitte
Touche Tohmatsu Certified Public Accountants LLP

Allen Wang, Esq., Partner,
Latham & Watkins LLP

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