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hk-ipo/data/extracted_text/02525/allotment_results_2025-09-15_2025091501458.txt
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--- page 1 ---
1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
defined in the prospectus dated Monday, September 8, 2025 (the “Prospectus ”) of Hesai Group (the “Company ”).
This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
Shares should be taken solely in reliance on the information provided in the Prospectus.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United States and the District of Columbia). This
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”). Any public offering of our securities to be made in the United States will be made by means of a prospectus that
may be obtained from us and that will contain detailed information about us and our management, as well as financial
statements. We are conducting a public offering of the securities described herein in the United States pursuant to our
registration statement on Form F-3, as amended, filed with the United States Securities and Exchange Commission on
September 5, 2025.
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
the stabilizing manager (the “Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may
over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Class B Ordinary
Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However,
there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any
person acting for it) and in what the Stabilizing Manager (or any person acting for it) reasonably regards as the best
interest of our Company, (b) may be discontinued at any time, and (c) is required to be brought to an end within 30
days after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, October 11,
2025). Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each
case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures
(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the Class B Ordinary
Shares for longer than the stabilization period which begins on the Listing Date, and is expected to expire on Saturday,
October 11, 2025, the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
After this date, when no further stabilizing action may be taken, demand for the Class B Ordinary Shares and therefore
the price of the Class B Ordinary Shares, could fall.
Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-OCs (for themselves
and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong
Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed
“Underwriting Underwriting Arrangements and Expenses Hong Kong Public Offering Grounds for Termination ”
in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to
be on Tuesday, September 16, 2025).
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks
of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not
necessarily be aligned with those of our 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
WVR structure, 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.
--- page 2 ---
2
Hesai Group
禾賽科技 *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 19,550,000 Offer Shares (taking into
account the full exercise of the Offer Size
Adjustment Option and subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 1,955,000 Offer Shares (taking into
account the full exercise of the Offer Size
Adjustment Option)
Number of International Offer Shares : 17,595,000 Offer Shares (taking into
account the full exercise of the Offer Size
Adjustment Option and subject to the
Over-allotment Option)
Public Offer Price : HK$212.80 per Offer Share, plus brokerage
of 1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565%,
and AFRC transaction levy of 0.00015%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal Value : US$0.0001 per Offer Share
Stock Code : 2525
Joint Sponsors, Sponsor-OCs, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
* For identification purpose only
--- page 3 ---
______________
* For identification purpose only
3
Hesai Group / 禾賽科技*
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
Warning: In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the Class B Ordinary Shares
could move substantially even with a small number of the Class B Ordinary Shares traded and should
exercise extreme caution when dealing in the Class B Ordinary Shares.
SUMMARY
Company information
Stock code 2525
Stock short name HESAI-W
Dealings commencement date September 16, 2025*
*see note at the end of the announcement
Price Information
Final Public Offer Price and International Offer Price (the
“Offer Price”)
HK$212.80
Maximum Public Offer Price HK$228.00
Offer Shares and Share Capital
Number of Offer Shares (after the full exercise of the Offer
Size Adjustment Option)
19,550,000
Final Number of Offer Shares in Public Offer (after the full
exercise of the Offer Size Adjustment Option)
1,955,000
Final Number of Offer Shares in International Offer (after
the full exercise of the Offer Size Adjustment Option)
17,595,000
Number of issued Shares upon Listing (before exercise of the
Over-allotment Option)
153,209,711
The number of Offer Shares above is determined after taking into account the additional Offer Shares issued
under the following Offer Size Adjustment Option.
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option 2,550,000
- Public Offer 255,000
- International Offer 2,295,000
The Offer Size Adjustment Option has been exercised in full, pursuant to which the Company is issuing
and allotting 2,550,000 additional Offer Shares, representing 15% of the total number of Offer Shares
initially available under the Global Offering, at the final Offer Price.
Over-allocation
No. of Offer Shares over-allocated 2,932,500
- International Offer 2,932,500
Such over-allocation may be covered by exercising the Over -allotment Option or by making purchases
in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
--- page 4 ---
4
combination of these means. In the event the Over -allotment Option is exercised, an announcement will
be made on the Stock Exchanges website.
Proceeds
Gross proceeds (Note) HK$4,160.24 million
Less: Estimated listing expenses payable based on final
Offer Price
HK$154.99 million
Net proceeds HK$4,005.25 million
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use
of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The
Company will adjust the allocation of the net proceeds from the exercise of the Offer Size Adjustment Option
and the exercise of the Over -allotment Option (if any) for the purposes as set out in the section headed
“Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
No. of valid applications 93,392
No. of successful applications 47,242
Subscription level (before taking into account the Offer Size
Adjustment Option)
168.65 times
Claw-back triggered N/A
No. of Offer Shares initially available under the Public Offer 1,700,000
No. of Offer Shares reallocated from the International Offer (claw-
back)
N/A
Final no. of Offer Shares under the Public Offer (after the full
exercise of the Offer Size Adjustment Option)
1,955,000
% of Offer Shares under the Public Offer to the Global Offering 10%
Note: For details of the final allocation of Offer Shares to the Public Offer , investors can refer to
www.hkeipo.hk/iporesult to perform a search by identification number or www.hkeipo.hk/iporesult for the full
list of allottees.
INTERNATIONAL OFFER
No. of placees 237
Subscription level (before taking into account the Offer Size
Adjustment Option)
14.09 times
No. of Offer Shares initially available under the International Offer 15,300,000
No. of Offer Shares reallocated to the Public Offer (claw-back) N/A
Final no. of Offer Shares under the International Offer (after the
full exercise of the Offer Size Adjustment Option)
17,595,000
% of Offer Shares under the International Offer to the Global
Offering
90%
--- page 5 ---
5
The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a waiver from
strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C (2) of Appendix F1
to the Listing Rules (the “ Placing Guidelines”) granted by the Stock Exchange to permit Offer Shares in the
International Offering to be placed to certain Permitted Existing Shareholders and/or their close associates;
and (b) a consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to,
among other things, allocate further Offer Shares in the International Offering to Cornerstone Investors and/or
their respective close associates, (i) none of the Offer Shares subscribed by the placees and the public have
been financed directly or indirectly by the Company, any of the Directors, chief executive of the Company,
Controlling Shareholder s, substantial Shareholders , existing Shareholders of the Company or any of its
subsidiaries or their respective close associates ; and (ii) none of the placees and the public who have
purchased the Offer Shares are accustomed to taking instructions from the Company, any of the Directors,
chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of
the Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the Class B Ordinary Shares registered in his/her/its name or otherwise
held by him/her/it.
The placees in the International Offer include the following:
Cornerstone Investors
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
Class B Ordinary
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised) Note 2
Existing
shareholders
or their close
associates
HHLR Advisors,
Ltd.
(“HHLRA”) 1,831,500 9.37% 1.45% 1.20% Yes
Taikang Life
Insurance Co.,
Ltd (“ Taikang
Life”) 1,025,640 5.25% 0.81% 0.67% No
WT Asset
Management
Limited (“ WT
Asset
Management”) 1,098,900 5.62% 0.87% 0.72% No
Grab Inc. 366,300 1.87% 0.29% 0.24% No
Hongda Group
(Hong Kong)
Co., Limited 732,600 3.75% 0.58% 0.48% No
--- page 6 ---
6
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
Class B Ordinary
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised) Note 2
Existing
shareholders
or their close
associates
(“Hongda
Group”)
Commando
Global Fund 366,300 1.87% 0.29% 0.24% No
Total 5,421,240 27.73% 4.30% 3.54%
Note:
1. In addition to the Offer Shares subscribed for as Cornerstone Investors, HHLRA, Taikang Life,
Hongda Group, Commando Global Fund and/or their close associates, were allocated further
Offer Shares as placees in the International Offering. Please refer to the section headed “Allotment
Results Details International Offer Allotees with Waivers/Consents Obtained” in this
announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are
subject to lock -up as indicated below. For details, please refer to the section headed “Lock -up
Undertakings Cornerstone Investors” in this announcement.
2.
Only taking into account the Offer Shares allocated to the relevant investors under the Global
Offering.
--- page 7 ---
7
Allotees with Waivers/Consents Obtained
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
Class B Ordinary
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised) Note3 Relationship
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to
allocations of further Offer Shares to Cornerstone Investors and/or their respective close associates
Note 1
HHLRA 732,500 3.75% 0.58% 0.48%
The investor is
one of the
Cornerstone
Investors.
Taikang Life 218,000 1.12% 0.17% 0.14%
The investor is
one of the
Cornerstone
Investors.
Hongda Group 365,000 1.87% 0.29% 0.24%
The investor is
one of the
Cornerstone
Investors.
Shenzhen
Commando
Capital
Management
Co., Ltd. 238,000 1.22% 0.19% 0.16%
The investor is
a close
associate of
Commando
Global Fund,
one of the
Cornerstone
Investors.
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
Guide for New Listing Applicants in relation to allocations to connected clients Note 2
Guotai Junan
Investments
(Hong Kong)
Limited
(“GTJA
Investments”)
313,800 1.61% 0.25% 0.20%
Connected
client
--- page 8 ---
8
Investor
No. of
Offer
Shares
allocated
% of Offer
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
Class B Ordinary
Shares (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised)
% of total issued
share capital after
the Global
Offering (after
taking into
account the full
exercise of the
Offer Size
Adjustment
Option and
assuming the
Over-allotment
Option is not
exercised) Note3 Relationship
CICC Financial
Trading Limited
(“CICC FT”) 73,000 0.37% 0.06% 0.05%
Connected
client
ICBC Wealth
Management
Co., Ltd (“ICBC
WM”)
42,000 0.21% 0.03% 0.03%
Connected
client
HSBC Global
Asset
Management
(Hong Kong)
Limited
(“HSBC AM”)
36,500 0.19% 0.03% 0.02%
Connected
client
Notes:
1. The number of Offer Shares allocated to the relevant investors listed in this subsection only
represents the number of Offer Shares allocated to the investors as placees in the International
Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors, please
refer to the section headed “Allotment Results Details International Offer Cornerstone
Investors” in this announcement. For details of the consent under Chapter 4.15 of the Guide for
New Listing Applicants in relation to allocations of further Offer Shares to Cornerstone Investors
and/or their respective close associates, please refer to the section headed “ Others / Additional
Information Allocations of Offer Shares to Cornerstone Investors and/or their close associates
with consent under Chapter 4.15 of the Guide for New Listing Applicants” in this announcement.
2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of
the Guide for New Listing Applicants in relation to allocations to connected clients, please refer
to the section headed “Others / Additional Information Placing to connected clients with a prior
consent under paragraph 1C(1) of the Placing Guidelines” in this announcement.
3.
Only taking into account the Offer Shares allocated to the relevant investors under the Global
Offering.
LOCK-UP UNDERTAKINGS
Controlling Shareholders
--- page 9 ---
9
Name
Number of Shares held in
the Company subject to lock-
up undertakings upon
Listing
% of total issued Shares after the
Global Offering upon Listing
(after taking into account the full
exercise of the Offer Size
Adjustment Option and assuming
the Over-allotment Option is not
exercised)
Last day subject to the
lock-up undertakings
Note 1
ALBJ
Limited
8,879,636 Class A Ordinary
Shares
5.80% March 15, 2026 (First
Six-month Period) Note 2
September 15, 2026
(Second Six-month
Period) Note 3
Fermat Star
Limited
9,228,622 Class A Ordinary
Shares
6.02% March 15, 2026 (First
Six-month Period) Note 2
September 15, 2026
(Second Six-month
Period)
Note 3
Galbadia
Limited
8,890,603 Class A Ordinary
Shares and 165,031 Class B
Ordinary Shares
5.91% March 15, 2026 (First
Six-month Period) Note 2
September 15, 2026
(Second Six-month
Period)
Note 3
Notes:
1. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month
period ends on March 15, 2026 and for the second six-month period ends on September 15, 2026.
2. The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the
Controlling Shareholders will not cease to be a Controlling Shareholder.
3. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the
indicated date.
Cornerstone Investors Name
Number of Shares
held in the Company
subject to lock -up
undertakings upon
Listing
% of total issued Class
B Ordinary Shares
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and assuming
the Over -allotment
Option is not
exercised)
% of total issued
Shares after the Global
Offering upon Listing
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and assuming
the Over -allotment
Option is not
exercised)
Last day
subject to the
lock-up
undertakings
Note 1
HHLRA 1,831,500 1.45% 1.20%
March 15,
2026
--- page 10 ---
10
Name
Number of Shares
held in the Company
subject to lock -up
undertakings upon
Listing
% of total issued Class
B Ordinary Shares
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and assuming
the Over -allotment
Option is not
exercised)
% of total issued
Shares after the Global
Offering upon Listing
(after taking into
account the full
exercise of the Offer
Size Adjustment
Option and assuming
the Over -allotment
Option is not
exercised)
Last day
subject to the
lock-up
undertakings
Note 1
Taikang Life 1,025,640 0.81% 0.67%
March 15,
2026
WT Asset
Management 1,098,900 0.87% 0.72%
March 15,
2026
Grab Inc. 366,300 0.29% 0.24%
March 15,
2026
Hongda Group 732,600 0.58% 0.48%
March 15,
2026
Commando
Global Fund 366,300 0.29% 0.24%
March 15,
2026
Total 5,421,240 4.30% 3.54%
Note:
1. In accordance with the relevant cornerstone investment agreements, the required lock -up ends on
March 15, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring
the Class B Ordinary Shares subscribed for pursuant to the relevant cornerstone investment agreements
after the indicated date.
--- page 11 ---
11
PLACEE CONCENTRATION ANALYSIS**
Placees*
Number of
Class B
Ordinary
Shares
allotted
Allotment
as % of the
International
Offering
(assuming no
exercise of
the Over-
allotment
Option)
Allotment
as % of the
International
Offering
(assuming
the Over-
allotment
Option is
fully
exercised
and new
Class B
Ordinary
Shares are
issued)
Allotment
as % of
total
Offer
Shares
(assuming
no
exercise
of the
Over-
allotment
Option)
Allotment
as % of
total Offer
Shares
(assuming
the Over-
allotment
Option is
fully
exercised
and new
Class B
Ordinary
Shares are
issued)
Number of
Class B
Ordinary
Shares held
upon
Listing***
% of total
issued
Class B
Ordinary
Shares
upon
Listing
(assuming
no exercise
of the
Over-
allotment
Option)
% of total
issued
Class B
Ordinary
Shares
upon
Listing
(assuming
the Over-
allotment
Option is
fully
exercised
and new
Class B
Ordinary
Shares are
issued)
% of total
issued
share
capital
upon
Listing
(assuming
no exercise
of the
Over-
allotment
Option)
% of total
issued share
capital upon
Listing
(assuming
the Over-
allotment
Option is
fully
exercised
and new
Class B
Ordinary
Shares are
issued)
Top 1 2,564,000 14.57% 12.49% 13.12% 11.40% 2,664,000 2.11% 2.06% 1.74% 1.71%
Top 5 7,289,640 41.43% 35.51% 37.29% 32.42% 7,389,640 5.85% 5.72% 4.82% 4.73%
Top 10 11,281,440 64.12% 54.96% 57.71% 50.18% 11,381,440 9.02% 8.81% 7.43% 7.29%
Top 25 16,028,560 91.10% 78.08% 81.99% 71.29% 16,128,560 12.78% 12.49% 10.53% 10.33%
Notes:
* Ranking of placees is based on the number of Offer Shares allotted to the placees.
** Taking into account the full exercise of the Offer Size Adjustment Option.
*** Representing the number of Class B Ordinary Shares held by the relevant placees upon Listing to the best knowledge of the Company after due enquiry.
--- page 12 ---
12
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by
the public will be conditionally allocated on the basis set out below:
NO. OF
OFFER
SHARES
APPLIED
FOR
NO. OF VALID
APPLICATIONS
BASIS OF ALLOTMENT /
BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF THE
TOTAL NO. OF
OFFER SHARES
APPLIED FOR
POOL A
20 26,117
7,836 out of 26,117 applicants to
receive 20 shares 30.00%
40 10,092
3,243 out of 10,092 applicants to
receive 20 shares 16.07%
60 4,394
1,470 out of 4,394 applicants to
receive 20 shares 11.15%
80 3,441
1,257 out of 3,441 applicants to
receive 20 shares 9.13%
100 5,774
2,259 out of 5,774 applicants to
receive 20 shares 7.82%
120 1,731
716 out of 1,731 applicants to
receive 20 shares 6.89%
140 1,159
503 out of 1,159 applicants to
receive 20 shares 6.20%
160 1,107
501 out of 1,107 applicants to
receive 20 shares 5.66%
180 859
403 out of 859 applicants to receive
20 shares 5.21%
200 7,475
3,616 out of 7,475 applicants to
receive 20 shares 4.84%
300 3,360
1,841 out of 3,360 applicants to
receive 20 shares 3.65%
400 3,105
1,858 out of 3,105 applicants to
receive 20 shares 2.99%
500 2,286
1,465 out of 2,286 applicants to
receive 20 shares 2.56%
600 1,384
938 out of 1,384 applicants to
receive 20 shares 2.26%
700 760
540 out of 760 applicants to receive
20 shares 2.03%
800 978
724 out of 978 applicants to receive
20 shares 1.85%
900 713
548 out of 713 applicants to receive
20 shares 1.71%
1,000 5,191
4,114 out of 5,191 applicants to
receive 20 shares 1.59%
2,000 2,860
2,804 out of 2,860 applicants to
receive 20 shares 0.98%
3,000 1,473
20 shares plus 162 out of 1,473
applicants to receive an additional
20 shares 0.74%
--- page 13 ---
13
4,000 1,179
20 shares plus 251 out of 1,179
applicants to receive an additional
20 shares 0.61%
5,000 904
20 shares plus 270 out of 904
applicants to receive an additional
20 shares 0.52%
6,000 638
20 shares plus 238 out of 638
applicants to receive an additional
20 shares 0.46%
7,000 414
20 shares plus 182 out of 414
applicants to receive an additional
20 shares 0.41%
8,000 385
20 shares plus 193 out of 385
applicants to receive an additional
20 shares 0.38%
9,000 332
20 shares plus 185 out of 332
applicants to receive an additional
20 shares 0.35%
10,000 1,958
20 shares plus 1,187 out of 1,958
applicants to receive an additional
20 shares 0.32%
20,000 1,152
20 shares plus 1,136 out of 1,152
applicants to receive an additional
20 shares 0.20%
Total 91,221
Total number of Pool A
successful applicants: 45,071
POOL B
30,000 909
140 shares plus 455 out of 909
applicants to receive an additional
20 shares 0.50%
40,000 257
180 shares plus 256 out of 257
applicants to receive an additional
20 shares 0.50%
50,000 218
240 shares plus 106 out of 218
applicants to receive an additional
20 shares 0.50%
60,000 111
280 shares plus 109 out of 111
applicants to receive an additional
20 shares 0.50%
70,000 96
340 shares plus 45 out of 96
applicants to receive an additional
20 shares 0.50%
80,000 73
380 shares plus 70 out of 73
applicants to receive an additional
20 shares 0.50%
90,000 46
440 shares plus 21 out of 46
applicants to receive an additional
20 shares 0.50%
100,000 224
480 shares plus 208 out of 224
applicants to receive an additional
20 shares 0.50%
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14
200,000 84
980 shares plus 65 out of 84
applicants to receive an additional
20 shares 0.50%
300,000 38
1,480 shares plus 22 out of 38
applicants to receive an additional
20 shares 0.50%
400,000 38
1,980 shares plus 14 out of 38
applicants to receive an additional
20 shares 0.50%
500,000 10
2,480 shares plus 2 out of 10
applicants to receive an additional
20 shares 0.50%
600,000 7 2,980 shares 0.50%
700,000 10
3,460 shares plus 7 out of 10
applicants to receive an additional
20 shares 0.50%
850,000 50
4,200 shares plus 39 out of 50
applicants to receive an additional
20 shares 0.50%
Total 2,171
Total number of Pool B
successful applicants: 2,171
As of the date of this announcement, the relevant subscription monies previously deposited in the
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
Investors should contact their relevant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
which consent has been obtained, the Company has complied with the Listing Rules and guidance
materials in relation to the placing, allotment and listing of the Class B Ordinary Shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
them is the same as the final O ffer Price in addition to any brokerage, AFRC transaction levy, SFC
transaction levy and trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Offer Size Adjustment Option
The Offer Size Adjustment Option has been exercised by the Company in full, pursuant to which the
Company is issuing and allotting 2,550,000 additional Offer Shares, representing 15% of the total
number of Offer Shares initially available under the Global Offering, at the final Offer Price.
Accordingly, the total number of Offer Shares finally available under the Global Offering (after taking
into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option) that would be allotted and issu ed by the Company is 19,550,000 Offer Shares and
the total issued share capital of the Company upon Listing (after taking into account the full exercise
of the Offer Size Adjustment Option and before any exercise of the Over -allotment Option) will be
153,209,711 Shares (assuming that (i) no further Shares are issued pursuant to the 2021 Plan between
the Latest Practicable Date and the completion of the Global Offering, and (ii) no Class A Ordinary
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15
Shares are converted into Class B Ordinary Shares between the Latest Practicable Date and the Listing
Date).
Allocations of Offer Shares to Cornerstone Investors and/or their close associates with consent
under Chapter 4.15 of the Guide for New Listing Applicants
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15 of
the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in the
International Offering to certain Cornerstone Investors and/or their close associates as placees (the
“Size-based Exemption Participants ”), subject to the following conditions (the “Size- based
Exemption”):
(a) the final offering size of the Global Offering, excluding any over -allocation, will be of a total
value of at least HK$1 billion;
(b) the Offer Shares allocated to the Size- based Exemption Participants (whether as Cornerstone
Investors and/or as placees) as permitted under this exemption do not exceed 30% of the total
number of Offer Shares offered under the Global Offering;
(c) each Director, chief executive and Controlling Shareholder of the Company confirms that no
securities have been allocated to them or their respective close associates under the Size- based
Exemption;
(d) the allocation to Size -based Exemption Participants will not affect the Companys ability to
satisfy its public float requirement under Rule 8.08 of the Listing Rules; and
(e) details of the allocation to Size- based Exemption Participants under the Size -based Exemption
will be disclosed in this announcement.
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted
by the Stock Exchange.
For details of the allocations of Offer Shares to Cornerstone Investors , please refer to the section
headed “Allotment Results Details International Offer ing Allotees with Waivers/Consents
Obtained” in this announcement.
Placing to connected clients with a prior consent under paragraph 1C (1) of the Placing
Guidelines
Under the International Offering, certain Offer Shares were placed to connected clients of their
connected distributors pursuant to the Placing Guidelines.
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent
under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares
in the International Offering to the connected clients. The allocation of Offer Shares to such connected
clients is in compliance with all the conditions under the consent granted by the Stock Exchange.
Details of the placement to connected clients are set out below:
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16
No. Connected Distributor Connected
Client
Relationship Whether the connected
clients will hold the
beneficial interests of the
Offer Shares on a non-
discretionary basis or
discretionary basis for
independent third parties
Number of Offer
Shares to be allocated
to the Connected
Client
Approximate percentage
of total number of Offer
Shares under the Global
Offering (after taking
into account the full
exercise of the Offer Size
Adjustment Option and
assuming no exercise of
the Over-allotment
Option)
Approximate percentage
of total issued share
capital immediately
following the Global
Offering (after taking
into account the full
exercise of the Offer Size
Adjustment Option and
assuming the Over-
allotment Option is not
exercised)
1. Guotai Junan Securities
(Hong Kong) Limited
(“GTJA Securities”)
and Haitong
International Securities
Company Limited
(“HTI”)
GTJA
Investment Note 1
GTJA Investments is a
member of the same
group of GTJA
Securities and HTI.
Non-discretionary basis 313,800 1.61% 0.20%
2. China International
Capital Corporation
Hong Kong Securities
Limited (“CICCHKS”)
CICC FT Note 2 CICC FT is a member
of the same group of
CICCHKS.
Non-discretionary basis 73,000 0.37% 0.05%
3. ICBC International
Securities Limited
(“ICBCI”)
ICBC WM Note 3 ICBC WM is a
member of the same
group of ICBCI.
Discretionary basis 42,000 0.21% 0.03%
4. HSBC Broking
Securities (Asia) Limited
(“HSBC”)
HSBC AM Note 3 HSBC AM is a fellow
subsidiary of HSBC.
Discretionary basis 36,500 0.19% 0.02%
Notes:
1. GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of a back -to-back total return swap transaction (the “GTJA Back-to-
back TRS”) to be entered into between GTJA Investments and Guotai Junan Securities Co., Ltd. (the “ GTJA Onshore Parent”) in connection with a total return swap
order (the “GTJA Client TRS”) to be entered into by GTJA Onshore Parent and its ultimate clients (the “GTJA Onshore Ultimate Clients”). Such GTJA Client TRS is
to be fully funded by the GTJA Onshore Ultimate Clients. GTJA Investments will hold the Class B Ordinary Shares on a non- discretionary basis for the purpose of
hedging the economic exposure under the GTJA Back-to-back TRS and GTJA Client TRS only, and the economic exposure of the underlying Offer Shares will be passed
to the GTJA Onshore Ultimate Clients, subject to the terms and conditions of the GTJA Back- to-back TRS and GTJA Client TRS documents. During the tenor of the
GTJA Client TRS, all economic returns of the Class B Ordinary Shares will be passed to the GTJA Onshore Ultimate Clients and all economic losses shall be borne by
the GTJA Onshore Ultimate Clients in accordance with the terms and conditions of the GTJA Back-to-back TRS and GTJA Client TRS documents, and GTJA Investments
--- page 17 ---
17
will not take part in any economic return or bear any economic loss in relation to the price of the Offer Shares. The GTJA Onshore Ultimate Clients may request to
redeem the Class B Ordinary Shares at their own discretion, upon which GTJA Investments shall dispose of the Class B Ordinary Shares and settle the GTJA Back -to-
back TRS and GTJA Client TRS in cash in accordance with the terms and conditions of the GTJA Back-to-back TRS and GTJA Client TRS documents. Due to its internal
policy, GTJA Investments will not exercise the voting right attaching to the Class B Ordinary Shares during the tenor of the GTJA Back -to-back TRS and GTJA Client
TRS documents.
To the best knowledge of GTJA Investments after making all reasonable enquiries , each of the GTJA Onshore Ultimate Clients is an independent third party of GTJA
Investments, GTJA Securities, HTI, and the companies which are members of the same group of companies as GTJA Securities and HTI .
2. CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta- one OTC swap transactions (the “OTC Swaps”) with each
other and the ultimate clients (the “CICC FT Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the OTC
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients, subject to customary fees and commissions. The
OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by CICC FT
will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ultimate Clients through the OTC Swaps, and CICC FT will not
take part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are linked to the O ffer Shares and the CICC FT Ultimate
Clients may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer Shares and settle OTC Swaps in cash in accordance
with the terms and conditions of the OTC Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching
to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy.
To the best knowledge of CICC FT after making all reasonable enquiries, each of the CICC FT Ultimate Clients is an independent third party of CICC FT, CICCHKS,
and the companies which are members of the same group of companies as CICCHKS.
3. ICBC WM will hold the Offer Shares in its capacity as discretionary investment manager managing on behalf of its underlying c lients.
To the best knowledge of ICBC WM after making all reasonable enquiries, each of the underlying clients of ICBC WM is an independent third party of ICBC WM, ICBCI,
and the companies which are members of the same group of ICBCI.
4. HSBC AM will hold the Offer Shares in its capacity as discretionary investment manager managing on behalf of its underlying c lients.
To the best knowledge of HSBC AM after making all reasonable enquiries, each of the underlying clients of HSBC AM is an independent third party of HSBC AM, HSBC,
and the companies which are members of the same group of companies as HSB C.
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18
DISCLAIMERS
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong
Kong Securities Clearing Company Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the United States and the District
of Columbia). This announcement does not const itute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States or in any other jurisdiction. Securities may
not be offered or sold in the United States absent registration or an exemption from registration under
the U.S. Securities Act. Any public offering of our securities to be made in the United States will be
made by means of a prospectus that may be obtained from us and that will contain detailed information
about us and our management, as well as financial statements. We are conducting a public offering of
the securities described herein in the United States pursuant to our registration statement on Form F -
3, as amended, filed with the United States Securities and Exchange Commission on September 5 ,
2025.
This announcement 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 issued by Hesai Group for detailed
information about the Global Offering described below before deciding whether or not to invest in the
Offer Shares thereby being offered.
*Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-OCs (for
themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their
obligations under the Hong Kong Underwriting Agreement with immediate effect upon the
occurrence of any of the events set out in the section headed “Underwriting Underwriting
Arrangements and Expenses Hong Kong Public Offering Grounds for Termination ” in the
Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
expected to be on September 16, 2025).
--- page 19 ---
19
PUBLIC FLOAT AND FREE FLOAT
Immediately following the completion of the Global Offering (after taking into account the full
exercise of the Offer Size Adjustment Option and before any exercise of the Over -allotment Option),
the total number of the Class B Ordinary Shares held by the public represents approximately 99.52%
of the total issued Class B Ordinary Shares of the Company, which is higher than the prescribed
percentage of Class B Ordinary Shares required to be held in public hands of 15% under Rule 8.08(1)
of the Listing Rules calculated based on the final Offer Price of HK$ 212.80 per Offer Share, thereby
satisfying the public float requirement under Rule 8.08(1) of the Listing Rules.
Each of the Cornerstone Investors has agreed to a lock- up period of six months following the Listing
Date. As such, Class B Ordinary Shares held by the Cornerstone Investors upon the Listing shall not
be counted towards the free float of the Class B Ordinary Shares of the Company at the time of Listing.
Based on the final Offer Price of HK$ 212.80 per Offer Share, the Company satisfies the free float
requirement under Rule 8.08A of the Listing Rules.
The Directors confirm that, immediately following the completion of the Global Offering (after taking
into account the full exercise of the Offer Size Adjustment Option and before any exercise of the Over-
allotment Option), (i) no placee will, individually, be placed more than 10% of the enlarged total issued
Class B Ordinary Shares of the Company immediately after the Global Offering; (ii) there will not be
any new substantial Shareholder immediately after the Global Offering; (iii) the three largest public
Class B Ordinary Shareholders of the Company do not hold more than 50% of the Class B Ordinary
Shares in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the
Listing Rules; and (iv) there will be at least 300 Class B Ordinary Shareholders at the time of the
Listing in compliance with Rule 8.08(2) of the Listing Rules.
COMMENCEMENT OF DEALINGS
The Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, September 16,
2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of
termination described in the section headed “Underwriting Underwriting Arrangements and
Expenses Hong Kong Public Offering Grounds for Termination” in the Prospectus has not been
exercised. Investors who trade the Class B Ordinary Shares on the basis of publicly available allocation
details prior to the receipt of Share certificates or prior to the Share certificates becoming valid
evidence of title do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday,
September 16, 2025 (Hong Kong time), it is expected that dealings in the Class B Ordinary Shares on
the Stock Exchange will commence at 9:00 a.m. on Tuesday, September 16, 2025 (Hong Kong time).
The Class B Ordinary Shares will be traded in board lots of 20 Class B Ordinary Shares each, and the
stock code of the Class B Ordinary Shares will be 2525.
By order of the Board
Hesai Group
Dr. Yifan Li
Executive Director and Chief Executive Officer
Hong Kong, September 15, 2025
--- page 20 ---
20
As of the date of this announcement, the Board comprises: (i) Dr. Yifan Li, Dr. Kai Sun, Mr. Shaoqing
Xiang and Ms. Cailian Yang as the executive Directors; and (ii) Ms. Yi Zhang, Dr. Jie Chen and Mr.
Jia Ren as the independent non-executive Directors.