EX-5.1 3 tm2120356d20_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

Our ref            KON/790004-000001/25692868v2

 

Hesai Group

c/o Ogier Global (Cayman) Limited

89 Nexus Way

Camana Bay

Grand Cayman

KY1-9009

Cayman Islands

 

17 January 2023

 

Dear Sir or Madam

 

Hesai Group

 

We have acted as Cayman Islands legal advisers to Hesai Group (the "Company") in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company (the "Offering") of certain American depositary shares (the "ADSs") representing the Company's class B ordinary shares with a par value of US$0.0001 each (the "Shares").

 

We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 21 April 2021.

 

1.2The amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 18 May 2021 (the "Pre-IPO Memorandum and Articles").

 

1.3The form of the second amended and restated memorandum and articles of association of the Company to be conditionally adopted by a special resolution of the Company and to be effective upon completion of the Company’s initial public offering of ADSs representing its Shares, a copy of which is attached hereto as Annexure A (the "Post-offering Memorandum and Articles").

 

1.4The written resolutions of the board of directors of the Company dated 16 January 2023 (the "Directors' Resolutions").

 

1.5The form of written resolutions of the shareholders of the Company to be passed on or before completion of the Company’s initial public offering of ADSs representing its Shares, a copy of which is attached hereto as Annexure B (the "Shareholders' Resolutions").

 

1.6A certificate from a director of the Company, a copy of which is attached hereto as Annexure C (the "Director's Certificate").

 

 

 

1.7A certificate of good standing dated 12 January 2023, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing").

 

1.8The Registration Statement.

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.
   
2.2All signatures, initials and seals are genuine.
   
 2.3The Shareholders' Resolutions will be duly passed in the manner prescribed in the Pre- IPO Memorandum and Articles and will not be amended, varied or revoked in any respect.
   
 2.4The Company will receive money or money's worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than par value.
   
2.5There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below.
   
2.6There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

3Opinion

 

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company, with effect immediately prior to the completion of the Offering of the ADSs representing the Shares, will be US$100,000 divided into 1,000,000,000 shares comprising of (i) 50,000,000 class A ordinary shares of a par value of US$0.0001 each, (ii) 900,000,000 class B ordinary shares of a par value of US$0.0001 each, and (iii) 50,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Post-offering Memorandum and Articles.

 

3.3The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

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4Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.
   
 4.2Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
   
 4.3In this opinion the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities", "Taxation" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

 

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Annexure A
Post-offering Memorandum and Articles

 

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Annexure B
Shareholders' Resolutions

 

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Annexure C

Director's Certificate

 

To: Maples and Calder (Hong Kong) LLP
  26th Floor, Central Plaza
  18 Harbour Road, Wanchai
  Hong Kong

 

17 January 2023

 

Dear Sirs

 

Hesai Group (the "Company")

 

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

 

1The Pre-IPO Memorandum and Articles remain in full force and effect and, except as to be amended by the Shareholders' Resolutions conditionally adopting the Post-offering Memorandum and Articles, are otherwise unamended.
   
2The Directors' Resolutions were duly passed in the manner prescribed in the Pre-IPO Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by each director of the Company) and have not been amended, varied or revoked in any respect.
   
3The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, comprising of (i) 35,000,000 class A ordinary shares of a par value of US$0.0001 each, (ii) 150,000,000 class B ordinary shares of a par value of US$0.0001 each, and (iii) 315,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with Article 9 of the Pre-IPO Memorandum and Articles.
   
4The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares, will be US$100,000 divided into 1,000,000,000 shares comprising of (i) 50,000,000 class A ordinary shares of a par value of US$0.0001 each, (ii) 900,000,000 class B ordinary shares of a par value of US$0.0001 each, and (iii) 50,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Post-offering Memorandum and Articles.
   
5The shareholders of the Company have not restricted or limited the powers of the directors of the Company in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from allotting and issuing the Shares or otherwise performing its obligations under the transactions contemplated by under the Registration Statement.

 

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6The directors of the Company at the date of the Director's Resolutions and at the date hereof were and are:

 

SUN Kai

LI Yifan

XIANG Shaoqing

YANG Cailian

Louis Tung-Jung HSIEH

 

7Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions the subject of the Opinion.
   
8To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company's property or assets.
   
9Upon the completion of the Company's Offering of the ADSs representing the Shares, the Company will not be subject to the requirements of Part XVIIA of the Companies Act (As Revised).

 

I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.

 

[signature page follows]

 

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Signature: /s/ Yifan Li  
Name: Yifan Li  
Title: Director  

 

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