EX-99.4 21 tm2120356d20_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

Hesai Group 

9th Floor, Building L2-B 

1588 Zhuguang Road, Qingpu District 

Shanghai 201702 

People’s Republic of China 

+86 (21) 3158-8240

 

 January 17, 2023

 

VIA EDGAR

 

Division of Corporation Finance 

Office of Chief Accountant
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 

Re: Hesai Group
Registration Statement on Form F-1
(CIK Number: 0001861737)
Representations Made Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F

 

To whom it may concern:

 

Hesai Group is an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”). In connection with the proposed initial public offering of the Company’s Class B ordinary shares to be represented by American depositary shares (the “Offering”), the Company hereby respectfully makes the representations to the Securities and Exchange Commission (the “Commission”) required by Instruction 2 to Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, a company may comply with only the 15-month requirement in Item 8.A.4 of Form 20-F if the company is able to make the representations specified by Instruction 2 to Item 8.A.4 of Form 20-F.

 

The Company’s filing of the registration statement on Form F-1 (the “Registration Statement”) on the date hereof contained audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America for the year ended December 31, 2021 and unaudited financial statements for the nine months ended September 30, 2022.

 

 

 

 

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In submitting the Registration Statement, the Company is complying with the 15-month requirement, rather than the 12-month requirement, with respect to the last year of audited financial statements. The Company is submitting this representation letter pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that “[a] company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”

 

The Company hereby represents to the Commission that:

 

1.the Company is not required by any jurisdiction outside of the United States to issue audited financial statements as of a date not older than 12 months at the time this document is submitted;

 

2.compliance with the 12-month requirement in Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company;

 

3.the Company does not anticipate that its audited financial statements for the year ended December 31, 2022 will be available until April or May 2023; and

 

4.in no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Offering.

 

The Company is submitting this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

 

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Please do not hesitate to contact the undersigned at Louis.Hsieh@hesaitech.com or the Company’s counsel Yuting Wu of Skadden, Arps, Slate, Meagher & Flom LLP at yuting.wu@skadden.com if you have any questions regarding the foregoing.

 

  Very truly yours,
   
  Hesai Group
   
     
  By: /s/ Louis T. Hsieh
  Name:  Louis T. Hsieh
  Title: Global Chief Financial Officer

 

cc:Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
 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