6-K
Hesai Group (HSAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-41611
Hesai Group
10th Floor, Building A
No. 658 Zhaohua Road, Changning District
Shanghai 200050
People's Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
| 99.1 | Monthly Return of<br> Equity Issuer on Movements in Securities for the month ended 30 September 2025 |
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| 99.2 | Announcement—Stabilizing<br> Actions and End of Stabilization Period |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Hesai Group | ||
|---|---|---|
| By | : | /s/ Yifan Li |
| Name | : | Yifan Li |
| Title | : | Chief Executive Officer |
Date: October 14, 2025
Exhibit 99.1
| FF301<br>Page 1 of 11 v 1.1.1<br>Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in<br>Securities<br>For the month ended: 30 September 2025 Status: New Submission<br>To : Hong Kong Exchanges and Clearing Limited<br>Name of Issuer: Hesai Group (a company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)<br>Date Submitted: 08 October 2025<br>I. Movements in Authorised / Registered Share Capital<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) No<br>Stock code (if listed) N/A Description Class A Ordinary Shares<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 50,000,000 USD 0.0001 USD 5,000<br>Increase / decrease (-) USD<br>Balance at close of the month 50,000,000 USD 0.0001 USD 5,000<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02525 Description Class B Ordinary Shares<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 900,000,000 USD 0.0001 USD 90,000<br>Increase / decrease (-) USD<br>Balance at close of the month 900,000,000 USD 0.0001 USD 90,000<br>3. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No<br>Stock code (if listed) N/A Description Representing 50,000,000 Shares of a par value of US$0.0001 each which can be re-designated by the<br>Board in accordance with the Articles. Upon passing of the resolutions for amendment of the |
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| FF301<br>Page 2 of 11 v 1.1.1<br>Memorandum and the Articles of the Company at the Post-Listing GM, the 50,000,000 authorized,<br>unissued and un-designated Shares of the Company will be designated as Class B Ordinary Shares on a<br>one-for-one basis, such that the authorized share capital of the Company upon passing of the resolutions<br>at the Post-Listing GM will be US$100,000 divided into 950,000,000 Class B Ordinary Shares and<br>50,000,000 Class A Ordinary Shares of par value US$0.0001 each.<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 50,000,000 USD 0.0001 USD 5,000<br>Increase / decrease (-) USD<br>Balance at close of the month 50,000,000 USD 0.0001 USD 5,000<br>Total authorised/registered share capital at the end of the month: USD 100,000<br>Remarks:<br>The Class B Ordinary Shares of Hesai Group (the "Company") were newly listed on the Main Board of the Stock Exchange of Hong Kong Limited on 16 September 2025.Capitalized terms used<br>herein shall have the same meanings as given to them in the prospectus of the Company dated 8 September 2025. |
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| FF301<br>Page 3 of 11 v 1.1.1<br>II. Movements in Issued Shares and/or Treasury Shares<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) No<br>Stock code (if listed) N/A Description Class A Ordinary Shares<br>Number of issued shares<br>(excluding treasury shares) Number of treasury shares Total number of issued shares<br>Balance at close of preceding month 26,998,861 0 26,998,861<br>Increase / decrease (-)<br>Balance at close of the month 26,998,861 0 26,998,861<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02525 Description Class B Ordinary Shares<br>Number of issued shares<br>(excluding treasury shares) Number of treasury shares Total number of issued shares<br>Balance at close of preceding month 126,210,850 0 126,210,850<br>Increase / decrease (-) 2,932,500<br>Balance at close of the month 129,143,350 0 129,143,350<br>Remarks:<br>The Class B Ordinary Shares of the Company were newly listed on the Main Board of the Stock Exchange of Hong Kong Limited on 16 September 2025 and the above opening balances refer to<br>the relevant issued shares of the Company upon listing. |
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| FF301<br>Page 4 of 11 v 1.1.1<br>III. Details of Movements in Issued Shares and/or Treasury Shares<br>(A). Share Options (under Share Option Schemes of the Issuer)<br>1. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02525 Description Class B Ordinary Shares<br>Particulars of share option scheme<br>Number of share<br>options outstanding at<br>close of preceding<br>month<br>Movement during the month<br>Number of share<br>options outstanding at<br>close of the month<br>Number of new shares<br>issued during the month<br>pursuant thereto (A1)<br>Number of treasury<br>shares transferred out of<br>treasury during the<br>month pursuant thereto<br>(A2)<br>Number of shares which<br>may be issued or<br>transferred out of<br>treasury pursuant<br>thereto as at close of<br>the month<br>The total number of<br>shares which may be<br>issued or transferred out<br>of treasury upon<br>exercise of all share<br>options to be granted<br>under the scheme at<br>close of the month<br>1). Outstanding Options granted<br>under the 2021 Plan<br>9,132,409 Others -399,991<br>Lapsed -16,460<br>8,715,958 0 0 8,715,958 15,010,089<br>General Meeting approval date (if applicable)<br>Increase in issued shares (excluding treasury shares): 0 WVR ordinary shares B (AA1)<br>Decrease in treasury shares: 0 WVR ordinary shares B (AA2)<br>Total funds raised during the month from exercise of options: USD 850,875.03<br>Remarks:<br>Others: -399,991 refers to 399,991 Options being exercised. The exercise of 399,991 Options was settled using the Class B Ordinary Shares already issued and registered in the name of the<br>Depositary which are used to satisfy any future exercise or vesting of awards granted under the 2021 Plan. In addition, 16,460 Options lapsed during the month.<br>No Option was granted under the 2021 Plan during the month. The 8,715,958 shares which may be issued or transferred out of the Depositary pursuant to the exercise of Options do not count<br>towards the total number of shares which may be issued or transferred out of the Depositary pursuant to exercise and/or vesting of all Awards to be granted under the 2021 Plan and any other<br>share incentive schemes of the Company as at the close of the month (i.e. 15,010,089). |
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| FF301<br>Page 5 of 11 v 1.1.1<br>(B). Warrants to Issue Shares of the Issuer Not applicable |
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| FF301<br>Page 6 of 11 v 1.1.1<br>(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable |
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| FF301<br>Page 7 of 11 v 1.1.1<br>(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)<br>1. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02525 Description Class B Ordinary Shares<br>Description of other agreements or arrangements<br>General Meeting<br>approval date<br>(if applicable)<br>Number of new shares issued during<br>the month pursuant thereto (D1)<br>Number of treasury shares transferred<br>out of treasury during the month<br>pursuant thereto (D2)<br>Number of shares which may be issued<br>or transferred out of treasury pursuant<br>thereto as at close of the month<br>1). Outstanding RSUs granted under the 2021 Plan 0 0 389,651<br>Increase in issued shares (excluding treasury shares): 0 WVR ordinary shares B (DD1)<br>Decrease in treasury shares: 0 WVR ordinary shares B (DD2)<br>Remarks:<br>As of August 31, 2025, the outstanding RSUs granted under the 2021 Plan entitled the holders to 439,651 Class B Ordinary Shares upon vesting.<br>No RSU was granted under the 2021 Plan during the month. 50,000 RSUs vested during the month and were settled using the Class B Ordinary Shares already issued and registered in the name<br>of the Depositary. No RSU lapsed during the month.<br>The 389,651 shares which may be issued or transferred out of the Depositary pursuant to the vesting of RSUs do not count towards the total number of shares which may be issued or transferred<br>out of the Depositary pursuant to exercise and/or vesting of all Awards to be granted under the 2021 Plan and any other share incentive schemes of the Company as at the close of the month (i.e.<br>15,010,089). |
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| FF301<br>Page 8 of 11 v 1.1.1<br>(E). Other Movements in Issued Shares and/or Treasury Shares<br>1. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02525 Description Class B Ordinary Shares<br>Events<br>At price (if applicable)<br>Currency Amount<br>Date of event<br>(Note 2)<br>General Meeting<br>approval date<br>(if applicable)<br>Increase/ decrease (-) in issued<br>shares (excluding treasury<br>shares) during the month<br>pursuant thereto (E1)<br>Increase/ decrease (-) in<br>treasury shares during the<br>month pursuant thereto (E2)<br>Number of shares redeemed or<br>repurchased for cancellation but<br>not yet cancelled as at close of<br>the month (Note 3)<br>1). Issue and allotment of Class B Ordinary Shares on<br>September 19, 2025 pursuant to the full exercise of the Over-allotment Option as disclosed in the announcement of the<br>Company dated September 16, 2025<br>HKD 212.8 19 September 2025 2,932,500 0 0<br>Increase/ decrease (-) in issued shares (excluding treasury shares): 2,932,500 WVR ordinary shares B (EE1)<br>Increase/ decrease (-) in treasury shares: 0 WVR ordinary shares B (EE2)<br>Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 2,932,500 WVR ordinary shares B<br>Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares B |
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| FF301<br>Page 9 of 11 v 1.1.1<br>IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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| FF301<br>Page 10 of 11 v 1.1.1<br>V. Confirmations<br>Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares<br>sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it<br>has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as<br>applicable:<br>(Note 4)<br>(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;<br>(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;<br>(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;<br>(iv) all the securities of each class are in all respects identical (Note 5);<br>(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has<br> been made with all other legal requirements;<br>(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;<br>(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase<br> consideration for all such property has been duly satisfied; and<br>(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the<br> Registrar of Companies.<br>Submitted by: Cailian Yang<br>Title: Director and Joint Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
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| FF301<br>Page 11 of 11 v 1.1.1<br>Notes<br>1. The Exchange refers to The Stock Exchange of Hong Kong Limited.<br>2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as<br>"cancellation date".<br>In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in<br>treasury".<br>3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet<br>cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative<br>number.<br>4. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already<br>made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or<br>transferred, no further confirmation is required to be made in this return.<br>5. “Identical” means in this context:<br> ． the securities are of the same nominal value with the same amount called up or paid up;<br> ． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br> ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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Exhibit 99.2
HongKong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange*”)and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representationas to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in relianceupon the whole or any part of the contents of this announcement.*
Thisannouncement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territoriesand possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part ofany offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. Securities may notbe offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933,as amended. Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtainedfrom us and that will contain detailed information about us and our management, as well as financial statements. We have filed a registrationstatement on Form F-3, as amended, with the United States Securities and Exchange Commission on September 5, 2025 in connectionwith the Global Offering.
Thisannouncement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.This announcement is not a prospectus. Potential investors should read the prospectus dated September 8, 2025 (the “Prospectus”)issued by Hesai Group (the “Company”) for detailed information about the Global Offering described below before decidingwhether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in relianceon the information in the Prospectus.
Unlessotherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.
TheCompany is controlled through weighted voting rights. Prospective investors should be aware of the potential risks of investing in acompany with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not necessarily be aligned with those ofour Shareholders as a whole, will be in a position to exert significant influence over the outcome of Shareholders’ resolution.For further information about the risks associated with the Company’s
WVRstructure, please refer to the section headed “Risk Factors — Risks Related to the Global Offering and the Dual Listing.”Prospective investors should make the decision to invest in the Company only after due and careful consideration.
Thisannouncement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of theLaws of Hong Kong).
HesaiGroup
禾賽科技*
(Acompany controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(HKEXStock Code: 2525)
(NASDAQStock Ticker: HSAI)
STABILIZINGACTIONS AND END OF STABILIZATION PERIOD
The Company announces that the stabilization period in connection with the Global Offering ended on Saturday, October 11, 2025, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. The stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, the Stabilizing Manager, or its affiliates or any person acting for it, during the stabilization period are set out below:
| (1) | over-allocations of an aggregate of<br> 2,932,500 Offer Shares in the International Offering, representing 15% of the total number<br> of Offer Shares initially available under the Global Offering (after taking into account<br> the full exercise of the Offer Size Adjustment Option but before any exercise of the Over-allotment<br> Option); and |
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* Foridentification purpose only
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| --- | | (2) | the full exercise of the Over-allotment<br> Option by the Sponsor-OCs (for themselves and on behalf of the International Underwriters),<br> on Tuesday, September 16, 2025, in respect of an aggregate of 2,932,500 Offer Shares,<br> at HK$212.80 per Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027%,<br> the Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%), being<br> the International Offer Price, to cover the over- allocations in the International Offering. | | --- | --- |
There had been no purchase or sale of any Class B Ordinary Shares on the market for the purpose of price stabilization by the Stabilizing Manager during the stabilization period.
For further details of the full exercise of the Over-allotment Option, please refer to the announcement of the Company dated September 16, 2025.
| By order of the Board |
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| Hesai Group |
| Dr. Yifan Li |
| Chairman of the Board,<br> Executive Director and Chief Executive Officer |
Hong Kong, October 12, 2025
Asof the date of this announcement, the Board comprises: (i) Dr. Yifan Li, Dr. Kai Sun, Mr. Shaoqing Xiang and Ms. CailianYang as the executive Directors; and (ii) Ms. Yi Zhang, Dr. Jie Chen and Mr. Jia Ren as the independent non-executiveDirectors.
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