Exhibit 1.2

Executed Version

DATED September 5, 2025

HESAI GROUP

CHINA INTERNATIONAL CAPITAL CORPORATION
HONG KONG SECURITIES LIMITED

GUOTAI JUNAN CAPITAL LIMITED

GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED

CMB INTERNATIONAL CAPITAL LIMITED

AND

THE HONG KONG UNDERWRITERS
(whose names appear in SCHEDULE 1)

HONG KONG UNDERWRITING AGREEMENT

relating to the Hong Kong Public Offering of initially

1,700,000 Class B Ordinary Shares with a nominal value of US$0.0001 each

in the share capital of

Hesai Group

being part of a global offering of initially 17,000,000 Class B Ordinary Shares
(subject to the Offer Size Adjustment Option and the Over-Allotment Option)

CONTENTS

THIS AGREEMENT is made on September 4, 2025

AMONG:

RECITALS:

NOW IT IS HEREBY AGREED as follows:

“2021 Plan” means the share incentive plan adopted by the Company in June 2021, as amended from time to time;

“Acceptance Date” means September 11, 2025, being the date on which the Application Lists close in accordance with the provisions of Clause 4.4;

“Accepted Hong Kong Public Offering Applications” means the Hong Kong Public Offering Applications which have from time to time been accepted in whole or in part, pursuant to Clause 4.5;

“Admission” means the grant by the SEHK of the listing of, and permission to deal in, the Class B Ordinary Shares on the Main Board of the SEHK (including any additional Class B Ordinary Shares to be issued pursuant to any exercise of the Offer Size Adjustment Option and the Over-Allotment Option);

“ADS(s)” American Depositary Shares, each representing one Class B Ordinary Share;

“affiliate” means in relation to any person, any other person which is the holding company of such person, or which is a subsidiary of such person or of the holding company of such person, or which directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such person and, for the purposes of the foregoing, “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “controlling”, “controlled by” and “under common control with” shall be construed accordingly;

“AFRC” means the Accounting and Financial Reporting Council of Hong Kong;

“AFRC Transaction Levy” means the transaction levy at the rate of 0.00015% of the Public Offer Price in respect of the Hong Kong Offer Shares or 0.00015% of the International Offer Price in respect of the International Offer Shares imposed by the AFRC;

“Application Lists” means the application lists in respect of the Hong Kong Public Offering referred to in Clause 4.4;

“Application Proof” means the application proof of the prospectus of the Company dated April 30, 2025;

“Approvals and Filings” means any approvals, licences, consents, authorisations, permits, permissions, clearances, certificates, orders, concessions, qualifications, registrations, declarations, notice of acceptance and/or filings;

“Articles of Association” or “Memorandum” means the second amended and restated memorandum and articles of association of the Company adopted by a special resolutions of the shareholders of the Company passed on January 28, 2023 and effective on February 13, 2023 as amended and restated from time to time;

“associate” or “close associate” has the meaning given to it in the Listing Rules;

“Authority” means any administrative, governmental or regulatory commission, board, body, authority or agency, or any stock exchange, self-regulatory organisation or other non-governmental regulatory authority, or any court, tribunal or arbitrator, in each case whether national, central, federal, provincial, state, regional, municipal, local, domestic, foreign or supranational;

“Board” means the board of Directors of the Company;

“Brokerage” means the brokerage at the rate of 1.0% of the Public Offer Price in respect of the Hong Kong Offer Shares or 1.0% of the International Offer Price in respect of the International Offer Shares (as the case may be) payable by investors in the Global Offering;

“Business Day” means any day (other than a Saturday, Sunday or public holiday) in Hong Kong on which banks in Hong Kong are open generally for normal banking business to the public;

“BVI” means the British Virgin Islands;

“Capital Market Intermediaries” means the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters and other capital market intermediary(ies) (within the meaning ascribed thereto under the Listing Rules) participating in the Global Offering, and for the purposes of this Agreement, excludes non-syndicate CMIs as defined in the Code of Conduct;

“CCASS” means the Central Clearing and Settlement System established and operated by HKSCC;

“Class A Ordinary Shares” means class A ordinary shares in the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class A Ordinary Share is entitled to ten votes per Share on any resolution tabled at the Company’s general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share;

“Class B Ordinary Shares” means class B ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring a holder of a Class B Ordinary Share one vote per share on any resolution tabled at the Company’s general meetings;

“Code” or “Code of Conduct” has the meaning ascribed to it in Clause 3.11;

“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

“Companies (WUMP) Ordinance” means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

“Concert Party Deed” means the deed of concert party arrangement entered into among the Co-Founders dated April 24, 2025;

“Conditions” means the conditions precedent set out in Clause 2.1; “Co-Founders” means Dr. Li Yifan, Mr. Sun Kai and Mr. Xiang Shaoqing;

“Conditions Precedent Documents” means the documents listed in Parts A and B of 0DULE 3;

“Contracts (Rights of Third Parties) Ordinance” means the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong), as amended or supplemented from time to time;

“Cornerstone Investment Agreements” means the several cornerstone investment agreements entered into by, among others, the Company, the Joint Sponsors, the Sponsor-OCs and the several cornerstone investors as described in the section headed “Cornerstone Investors” in the Hong Kong Prospectus;

“CSRC” means the China Securities Regulatory Commission of the PRC;

“CSRC Archive Rules” means the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (《關於加強境內企業境外發行證券和上市相關保密和檔案管理工作的 規 定 》) issued by the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection of the PRC, and National Archives Administration of the PRC (effective from 31 March 2023), as amended, supplemented or otherwise modified from time to time;

“CSRC Filings” means any letters, filings, correspondences, communications, documents, responses, undertakings and submissions in any form, including any amendments, supplements and/or modifications thereof, made or to be made to the CSRC, relating to or in connection with the Global Offering pursuant to the CSRC Filing Rules and other applicable rules and requirements of the CSRC (including, without limitation, the CSRC Filing Report);

“CSRC Filing Report” means the filing report of the Company in relation to the Global Offering, including any amendments, supplements and/or modifications thereof, submitted to the CSRC on May 1, 2025 pursuant to Article 13 of the CSRC Filing Rules;

“CSRC Filing Rules” means the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) and supporting guidelines issued by the CSRC (effective from March 31, 2023), as amended, supplemented or otherwise modified from time to time;

“CSRC Rules” means the CSRC Filing Rules and the CSRC Archive Rules;

“Directors” means the directors of the Company whose names are set out in the section headed “Directors and Senior Management” of the Hong Kong Prospectus;

“Disclosure Package” shall have the meaning ascribed to it in the International Underwriting Agreement;

“Encumbrance” means any mortgage, charge, pledge, lien or other security interest or any option, restriction, right of first refusal, right of pre-emption or other third party claim, right, interest or preference or any other encumbrance of any kind;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder;

“Extreme Conditions” means extreme conditions caused by a super typhoon as announced by the government of Hong Kong;

“FINI Agreement” means the agreement entered into between the Company and HKSCC on August 29, 2025 with respect to the procedures for application and payment, for delivery of share certificates, and where applicable, for the refund of application monies, in each case where electronic application instructions are given;

“FINRA” means the Financial Industry Regulatory Authority, Inc.; “First Six-Month Period” has the meaning ascribed to it in Clause 9.1;

“Formal Notice” means the press announcement in agreed form to be issued in connection with the Hong Kong Public Offering pursuant to the Listing Rules;

“Global Offering” means the Hong Kong Public Offering and the International Offering;

“Group” means the Company and its subsidiaries from time to time, and the expression “member of the Group” shall be construed accordingly;

“HK$” or “Hong Kong dollars” means Hong Kong dollars, the lawful currency of Hong Kong;

“HK eIPO White Form” means the application for Hong Kong Offer Shares to be issued in the applicant’s own name by submitting applications online through the designated website at www.hkeipo.hk, as provided for and disclosed in the Hong Kong Prospectus;

“HK eIPO White Form Service Provider” means Tricor Investor Services Limited, the HK eIPO White Form service provider designated by the Company;

“HKIAC” has the meaning ascribed to it in Clause 16.2;

“HKSCC” means Hong Kong Securities Clearing Company Limited;

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;

“Hong Kong Offer Shares” means 1,700,000 new Class B Ordinary Shares being initially offered by the Company for subscription under the Hong Kong Public Offering, subject to adjustment and reallocation and the Offer Size Adjustment Option as provided in Clauses 2.6, 2.7, 4.11 and 4.12 as applicable;

“Hong Kong Prospectus” means the prospectus in agreed form, relating to the Hong Kong Public Offering, to be issued by the Company;

“Hong Kong Prospectus Date” means the date of issue of the Hong Kong Prospectus, which is expected to be on September 8, 2025;

“Hong Kong Public Offering” means the offer of the Hong Kong Offer Shares for subscription by the public in Hong Kong upon and subject to the terms and conditions of this Agreement and the Hong Kong Public Offering Documents;

“Hong Kong Public Offering Applications” means applications to subscribe for Hong Kong Offer Shares made online through the HK eIPO White Form at www.hkeipo.hk, or through the HKSCC EIPO channel to electronically cause HKSCC Nominees Limited to apply on an applicant’s behalf and otherwise made in compliance with the terms of the Hong Kong Public Offering Documents, including for the avoidance of doubt Hong Kong Underwriter’s Applications;

“Hong Kong Public Offering Documents” means the Application Proof, the PHIP, the Hong Kong Prospectus and the Formal Notice;

“Hong Kong Public Offering Over-Subscription” has the meaning ascribed to it in Clause 4.11;

“Hong Kong Public Offering Under-Subscription” has the meaning ascribed to it in Clause 4.6;

“Hong Kong Public Offering Underwriting Commitment” means, in relation to any Hong Kong Underwriter, the number of Hong Kong Offer Shares which such Hong Kong Underwriter has agreed to procure applications to subscribe for, or failing which itself as principal apply to subscribe for, pursuant to the terms of this Agreement, being such number calculated by applying the percentage set forth opposite the name of such Hong Kong Underwriter in SCHEDULE 1 to the aggregate number of Hong Kong Offer Shares determined after taking into account any reallocation pursuant to Clauses 2.6, 4.11 and 4.12, as applicable, but in any event not exceeding the maximum number of Hong Kong Offer Shares as shown opposite the name of such Hong Kong Underwriter in SCHEDULE 1;

“Hong Kong Share Registrar” means Tricor Investor Services Limited; “Hong Kong Underwriter(s)” means the persons set forth in SCHEDULE 1;

“Hong Kong Underwriter’s Application” means, in relation to any Hong Kong Underwriter, a Hong Kong Public Offering Application made or procured to be made by such Hong Kong Underwriter as provided in Clause 4.7 which is applied to reduce the Hong Kong Public Offering Underwriting Commitment of such Hong Kong Underwriter pursuant to Clause 4.7;

“Incentive Fee” has the meaning ascribed to it in Clause 6.1;

“Indemnified Parties” means (i) the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters; (ii) their respective directors, officers, members, employees, representatives and agents; (iii) their respective subsidiaries, head offices, associates and affiliates, their respective delegates referred to in Clause 3.9; (iv) all directors, officers, members, employees, representatives and agents of their respective subsidiaries, head offices, associates and affiliates; and (v) the successors and assigns of all of the foregoing persons, and “Indemnified Party” means any of them;

“Indemnifying Parties” has the meaning ascribed to it in Clause 12.1;

“Industry Consultant” means China Insights Industry Consultancy Limited, the independent industry consultant for the Company;

“Internal Control Consultant” means PricewaterhouseCoopers Business Consulting (Shanghai) Co. Ltd, the internal control consultant of the Company;

“International Offer Price” means the final offer price per International Offer Share in Hong Kong dollars (exclusive of Brokerage, Transaction Levies and Stock Exchange Trading Fee);

“International Offer Shares” means 15,300,000 Class B Ordinary Shares initially being offered by the Company for subscription under the International Offering, subject to adjustment and reallocation and the Offer Size Adjustment Option in accordance with this Agreement and the International Underwriting Agreement, together with the Option Shares;

“International Offering” means the offering through the International Underwriters or their respective affiliates of the International Offer Shares at the International Offer Price pursuant to the registration statement on Form F-3, as amended, that is expected to be filed with the SEC on September 5, 2025, including the preliminary prospectus to be dated September 5, 2025 and the final prospectus to be dated September 12, 2025, upon and subject to the terms and conditions of the International Underwriting Agreement and the International Prospectus;

“International Offering Underwriting Commitment” means, in relation to any International Underwriter, the number of International Offer Shares in respect of which such International Underwriter has agreed to purchase or procure investors to purchase pursuant to the terms of the International Underwriting Agreement, subject to adjustment and reallocation in accordance with the International Underwriting Agreement and subject to the Offer Size Adjustment Option and the Over-Allotment Option;

“International Prospectus” shall have the meaning ascribed to “Prospectus” in the International Underwriting Agreement;

“International Underwriters” means the persons named as such in the International Underwriting Agreement;

“International Underwriting Agreement” means the international underwriting agreement relating to the International Offering to be entered into by, among others, the Company the Joint Sponsors, the Sponsor-OCs and the International Underwriters;

“Investor Presentation Materials” means all information, materials and documents issued, given or presented in any of the investor presentations and/or roadshow presentations conducted by or on behalf of the Company in connection with the Global Offering;

“Issuer Free Writing Prospectus” shall have the meaning ascribed to it in the International Underwriting Agreement;

“Joint Bookrunners” means CICC, GTJA Securities, CMBI, Haitong International Securities Company Limited, BOCI Asia Limited, Futu Securities International (Hong Kong) Limited, DBS Asia Capital Limited, ICBC International Securities Limited, ABCI Securities Company Limited and CCB International Capital Limited, being the joint bookrunners of the Global Offering;

“Joint Global Coordinators” means CICC, GTJA Securities, CMBI, Haitong International Securities Company Limited, BOCI Asia Limited, Futu Securities International (Hong Kong) Limited, DBS Asia Capital Limited and ICBC International Securities Limited, being the joint global coordinators of the Global Offering;

“Joint Lead Managers” means CICC, GTJA Securities, CMBI, Haitong International Securities Company Limited, BOCI Asia Limited, Futu Securities International (Hong Kong) Limited, DBS Asia Capital Limited, ICBC International Securities Limited, ABCI Securities Company Limited and CCB International Capital Limited, being the joint lead managers of the Global Offering;

“Joint Sponsors” means CICC, GTJA Capital and CMBI, being the joint sponsors of the Company’s listing of Class B Ordinary Shares on the SEHK;

“judgment currency” has the meaning ascribed to it in Clause 17.10;

“Laws” means any and all national, central, federal, provincial, state, regional, municipal, local, domestic or foreign laws (including, without limitation, any common law or case law), statutes, ordinances, legal codes, regulations or rules (including, without limitation, any and all regulations, rules, orders, judgments, decrees, rulings, opinions, guidelines, measures, notices or circulars (in each case, whether formally published or not and to the extent mandatory or, if not complied with, the basis for legal, administrative, regulatory or judicial consequences) of any Authority);

“Listing Date” means the first day on which the Class B Ordinary Shares commence trading on the Main Board of the SEHK (which is expected to be on September 16, 2025);

“Listing Rules” means The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the listing decisions, guidelines, guidance letters, and other requirements of the SEHK;

“Material Adverse Change” means a material adverse change in or a material adverse effect on, or any development involving a prospective material adverse change in, or a material adverse effect on, or affecting the assets, liabilities, business, general affairs, management, prospects, shareholders’ equity, profits, losses, earnings, solvency, liquidity position, funding, results of operations, position or condition, financial, operational or otherwise, or performance of the Group, taken as a whole;

“Material Adverse Effect” means a material adverse effect on the assets, liabilities, business, general affairs, operations, management, prospects, shareholders’ equity, profits, losses, earnings, results of operations, position or condition, financial or otherwise, or performance of the Group taken as a whole;

“Nominee” means CMB Wing Lung (Nominees) Limited;

“OC Announcements” means the announcements dated August 31, 2025, setting out the name(s) of the overall coordinator(s) appointed by the Company in connection with the Global Offering, including any subsequent related announcement(s), for example, an announcement on the termination of the engagement of an overall coordinator;

“OC Engagement Letters” means the engagement letter entered into between the Company and Haitong International Securities Company Limited dated May 13, 2025, and the engagement letter entered into between the Company and BOCI Asia Limited dated May 14, 2025;

“Offer Shares” means the Hong Kong Offer Shares and the International Offer Shares, together with, where relevant, the Offer Size Adjustment Option Shares and the Option Shares;

“Offer Size Adjustment Option” means option that the Company has under this Agreement which is exercisable by the Company with the prior written agreement between the Company and the Sponsor-OCs (for themselves and on behalf of the Underwriters) on or before the execution of the Price Determination Agreement, pursuant to which the Company may issue and allot up to an aggregate of 2,550,000 additional Offer Shares (representing approximately 15.0% of the Offer Shares initially available under the Global Offering) at the Public Offer Price or the International Offer Price (as the case may be);

“Offer Size Adjustment Option Shares” means up to an aggregate of 2,550,000 additional Class B Ordinary Shares which may be issued and allotted under the Offer Size Adjustment Option;

“Offering Documents” means the Hong Kong Public Offering Documents, the Disclosure Package, the Registration Statement, the International Prospectus, the OC Announcement and any other documents, materials or information made, issued, given, released or used in connection with or in relation to the contemplated offering and sale of the Offer Shares or otherwise in connection with the Global Offering, including without limitation, any Investor Presentation Materials relating to the Offer Shares, and in each case, all amendments or supplements thereto;

“Offer Related Documents” has the meaning ascribed to it in Clause 11.1.2(a);

“Operative Documents” means the Price Determination Agreement, the FINI Agreement, the Receiving Bank Agreement, the Registrar Agreement and Cornerstone Investment Agreements, including all amendments and supplements to any of them;

“Option Shares” means up to 2,550,000 additional Class B Ordinary Shares (assuming the Offer Size Adjustment Option is not exercised) or up to 2,932,500 additional Class B Ordinary Shares (assuming the Offer Size Adjustment Option is exercised in full) to be allotted and issued by the Company pursuant to the Over-Allotment Option at the International Offer Price;

“Over-Allotment Option” means the option to be granted under the International Underwriting Agreement by the Company to the International Underwriters, exercisable by the Sponsor-OCs on behalf of the International Underwriters, pursuant to which the Company is required to allot and issue up to an aggregate of 2,550,000 additional Class B Ordinary Shares (assuming the Offer Size Adjustment Option is not exercised) or 2,932,500 additional Class B Ordinary Shares (assuming the Offer Size Adjustment Option is exercised in full) as may be necessary to, among other things, cover over-allocations made in connection with the International Offering, on and subject to the terms of the International Underwriting Agreement;

“Overall Coordinators” means CICC, GTJA Securities, CMBI, Haitong International Securities Company Limited and BOCI Asia Limited, being the overall coordinators of the Global Offering;

“PHIP” means the post hearing information pack of the Company posted on the SEHK’s website at www.hkexnews.hk on August 31, 2025;

“PRC” means the People’s Republic of China which, for the purposes of this Agreement only, excludes Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan;

“Price Determination Agreement” means the agreement in agreed form to be entered into between the Company and the Sponsor-OCs (for themselves and on behalf of the Underwriters) on the Price Determination Date to record the Public Offer Price and the International Offer Price;

“Price Determination Date” means the agreement to be entered into between the Company and the Sponsor-OCs (for themselves and on behalf of the Underwriters) on the Price Determination Date to record the Public Offer Price and the International Offer Price;

“Proceedings” has the meaning ascribed to it in Clause 12.1;

“Public Offer Price” means the final offer price per Hong Kong Offer Share in Hong Kong dollars (exclusive of Brokerage, Transaction Levies and Stock Exchange Trading Fee);

“rate of exchange” has the meaning ascribed to it in Clause 17.10; “Receiving Bank” means CMB Wing Lung Bank Limited;

“Receiving Bank Agreement” means the agreement dated September 4, 2025 entered into between the Company, the Receiving Bank, the Joint Sponsors, the Sponsor-OCs and the Nominee;

“Registrar Agreement” means the agreement dated August 26, 2025 entered into between the Company and the Hong Kong Share Registrar;

“Registration Statement” means the registration statement, which is expected to be filed with the SEC on Form F-3 on September 5, 2025, relating to the Class B Ordinary Shares, including the Offer Shares, to be issued from time to time by the Company;

“Related Public Information” has the meaning ascribed to it in Clause 12.1.1; “Relevant Jurisdiction” has the meaning ascribed to it in Clause 11.1.1(a) “Renminbi” or “RMB” means Renminbi, the lawful currency of the PRC;

“Reporting Accountants” means Deloitte Touche Tohmatsu Certified Public Accountants LLP;

“Reserved Matters” means those matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being: (i) any amendment to the Memorandum or the Articles of Association, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company;

“Rules” has the meaning ascribed to it in Clause 16.2;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the United States Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended from time to time;

“Securities and Futures Ordinance” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

“Securities and Futures (Price Stabilizing) Rules” means the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong);

“SEHK” or “Stock Exchange” means The Stock Exchange of Hong Kong Limited; “SFC” means the Securities and Futures Commission of Hong Kong;

“SFC Transaction Levy” means the transaction levy at the rate of 0.0027% of the Public Offer Price in respect of the Hong Kong Offer Shares or 0.0027% of the International Offer Price (as the case may be) in respect of the International Offer Shares imposed by the SFC;

“Share(s)” means the Class A Ordinary Shares and the Class B Ordinary Shares in the share capital of the Company, as the context so requires;

“Sponsor-OCs” means CICC, GTJA Securities and CMBI, being the sponsor-overall coordinators of the Global Offering;

“Sponsor-OC Engagement Letters” means (i) the engagement letter entered into between the Company and CICC dated December 8, 2023, and the supplemental engagement letter entered into between the Company and CICC dated February 21, 2025; (ii) the engagement letter entered into among the Company, GTJA Capital and GTJA Securities dated February 25, 2025; and (iii) the engagement letter entered into between the Company and CMBI dated February 28, 2025;

“Stabilising Manager” has the meaning ascribed to it in Clause 7.1;

“subsidiaries” means the subsidiaries of the Company within the meaning of the Companies Ordinance, including without limitation, the companies named in Appendix I to the Hong Kong Prospectus as subsidiaries of the Company, and “subsidiary” means any one of them;

“Taxation” or “Taxes” means all present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature imposed, assessed or levied by any Authority and all forms of taxation whenever created, imposed or arising and whether of the PRC, Hong Kong, Cayman Islands, BVI, the US or of any other part of the world and, without prejudice to the generality of the foregoing, includes all forms of taxation on or relating to profits, salaries, interest and other forms of income, taxation on capital gains, sales and value added taxation, business tax, estate duty, death duty, capital duty, stamp duty, payroll taxation, withholding taxation, rates and other taxes or charges relating to property, customs and other import and excise duties, and generally any taxation, fee, assessment, duty, impost, levy, rate, charge or any amount payable to taxing, revenue, customs or fiscal Authorities whether of the PRC, Hong Kong, Cayman Islands, BVI, the US or of any other part of the world, whether by way of actual assessment, loss of allowance, withholding, deduction or credit available for relief or otherwise, and including all interest, additions to tax, penalties or similar liabilities arising in respect of any taxation;

“Trading Fee” means the trading fee at the rate of 0.00565% of the Public Offer Price in respect of the Hong Kong Offer Shares or 0.00565% of the International Offer Price in respect of the International Offer Shares (as the case may be) imposed by the SEHK;

“Transaction Levies” means the SFC Transaction Levy and the AFRC Transaction Levy;

“Underwriters” means the Hong Kong Underwriters and the International Underwriters;

“Underwriting Commission” has the meaning ascribed to it in Clause 6.1; “Unsold Hong Kong Offer Shares” has the meaning ascribed to it in Clause 4.6; “US” or “United States” means the United States of America;

“US$” or “USD” or “U.S. dollars” means United States dollars, the lawful currency for the time being of the United States;

“Verification Notes” means the verification notes relating to the Hong Kong Prospectus, copies of which have been signed and approved by, among others, the Directors; and

“Warranties” means the representations, warranties, agreements and undertakings of the Company as set out in SCHEDULE 2.

In considering whether to exercise the Offer Size Adjustment Option, the Company and the Sponsor-OCs will take into account the following factors: (i) whether the level of interest expressed by prospective professional and institutional investors during the book-building process under the International Offering is sufficient to cover: (a) the total number of Offer Shares, which represent the aggregate of the Offer Shares initially available under the Global Offering and the additional Offer Shares upon any exercise of the Offer Size Adjustment Option; and (b) the corresponding number of Shares under the Over-Allotment Option; (ii) the prices at which prospective professional and institutional investors have indicated they would be prepared to acquire the Offer Shares in the course of the book-building process; (iii) the quality of investors, with a view to establishing a solid professional institutional and investor shareholder base to the benefit of the Company and its Shareholders as a whole; (iv) the level of subscriptions by the valid applications in the Hong Kong Public Offering; and (v) general market conditions.

If the Offer Size Adjustment Option is exercised, whether in full or in part:

The Company further acknowledges that the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors are acting pursuant to a contractual relationship with the Company entered into on an arm’s length basis, and in no event do the parties intend that the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, act or be responsible as a fiduciary or adviser to the Company , its respective directors, management, shareholders or creditors or any other person in connection with any activity that the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, may undertake or have undertaken in furtherance of the Global Offering or the listing of the Class B Ordinary Shares on the SEHK or the process leading thereto, either before or after the date hereof.

The Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors hereby expressly disclaim any fiduciary or advisory or similar obligations to the Company, either in connection with the transactions contemplated under this Agreement or otherwise by the Global Offering or the listing of the Class B Ordinary Shares on the SEHK or any process or matters leading up to such transactions (irrespective of whether any of the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors have advised or are currently advising the Company on other matters), and the Company hereby confirms its understanding and agreement to that effect. The Company, on the one hand, and the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, on the other hand, agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Class B Ordinary Shares, do not constitute advice or recommendations to the Company.

The Company, on the one hand, and the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, on the other hand, agree that the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, in their respective roles as such and with respect to transactions carried out at the request of and for the Company pursuant to their respective appointments as such, are acting as principal and not the agent, adviser or fiduciary of the Company (except and solely, with respect to the Overall Coordinators, for the limited purposes of arranging payment on behalf of the Company of the Trading Fee and the Transaction Levies as set forth in Clause 5.4, and with respect to the Hong Kong Underwriters, for the limited purposes of procuring applications to purchase Unsold Hong Kong Offer Shares as set forth in Clause 4.6), and none of the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors has assumed or will assume, any fiduciary, agency or advisory or similar responsibility in favour of the Company with respect to the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Class B Ordinary Shares on the SEHK or any process or matters leading up to such transactions (irrespective of whether any of the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors have advised or are currently advising the Company on other matters).

The Company further acknowledges and agrees that the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors are not advising the Company, its directors, management or shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters (except for, with respect to the Joint Sponsors, any advice to the Company on matters in relation to the listing application as prescribed by and solely to the extent as required under the Listing Rules, the Corporate Finance Adviser Code of Conduct by the SFC and the Code in their capacities as sponsors in connection with the proposed listing of the Class B Ordinary Shares) in any jurisdiction. The Company shall consult with its own advisers concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Agreement, and none of the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Joint Sponsors and their respective directors, supervisors, officers and affiliates shall have any responsibility or liability to the Company with respect thereto. Any review by the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors of the Company, the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of Class B Ordinary Shares on the SEHK or any process or matters relating thereto shall be performed solely for the benefit of the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors and shall not be on behalf of the Company.

The Company further acknowledges and agrees that the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Joint Sponsors and their respective affiliates may be engaged in a broad range of transactions that involve interests that are different from those of the Company.

The Company hereby waives and releases, to the fullest extent permitted by Laws, any conflicts of interests and any claims that the Company may have against the Capital Market Intermediaries, the Hong Kong Underwriters, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors with respect to any breach or alleged breach of any fiduciary, agency, advisory or similar duty to the Company in connection with or in relation to the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Class B Ordinary Shares on the SEHK or any process or matters leading up to such transactions.

and, notwithstanding anything contained in Clause 12, each Indemnified Party shall be entitled pursuant to the indemnities contained in Clause 12 to recover any Loss (as defined below) incurred or suffered or made as a result of or in connection with or in relation to any of the foregoing matters.

The Company undertakes with the Hong Kong Underwriters that it shall, and shall procure that the Receiving Bank and the Hong Kong Share Registrar shall, as soon as practicable after the close of the Application Lists and in any event in accordance with the terms of the Receiving Bank Agreement and the Registrar Agreement, provide the Sponsor-OCs with such information, calculations and assistance as the Sponsor-OCs may require for the purposes of determining, inter alia:

where in relation to such Hong Kong Underwriter:

None of the Hong Kong Underwriters will be liable for any failure on the part of any of the other Hong Kong Underwriters to perform its obligations under this Clause 4.6 or otherwise under this Agreement. Notwithstanding the foregoing, each of the Hong Kong Underwriters shall be entitled to enforce any or all of its rights under this Agreement either alone or jointly with the other Hong Kong Underwriters.

and the Company shall, as soon as practicable and in no event later than 9:00 a.m. on September 15, 2025 (the date specified in the Hong Kong Prospectus for the despatch of Share certificates), duly allot and issue to the said applicants the Hong Kong Offer Shares to be taken up as aforesaid and procure the Hong Kong Share Registrar to duly issue and deliver valid Share certificates in respect of such Hong Kong Offer Shares in the manner as set out in the Hong Kong Prospectus, in each case on the basis set out in Clause 5.1.

Notwithstanding the above, the Hong Kong Underwriters’ underwriting obligations are subject to the conditions set out in Clause 2.1 having been duly fulfilled or waived in accordance with the terms of this Agreement, and the Global Offering having become unconditional and not otherwise terminated.

In each of the above cases, the number of Offer Shares available under the International Offering and the respective International Offering Underwriting Commitments of the International Underwriters shall be reduced accordingly and the Hong Kong Underwriters will not be entitled to the Underwriting Commission referred to in Clause 6.1 in respect of the Offer Shares reallocated to the Hong Kong Public Offering. Notwithstanding any other provisions of this Agreement, any reallocation of Offer Shares from the International Offering to the Hong Kong Public Offering shall be conducted in accordance with the relevant rules and guidance of the SEHK.

The net amount payable to the Company pursuant to this Clause 5.2 will (for the avoidance of doubt and if applicable) be calculated after allowing for the deduction of the Underwriting Commission and Incentive Fee (if any) payable by the Company pursuant to Clause 6.1 and entitlements of successful applicants under the Hong Kong Public Offering to refunds of application monies (including the Brokerage, the Trading Fee and the Transaction Levies) if and to the extent that the Public Offer Price shall be determined at below the maximum Public Offer Price per Hong Kong Offer Share to be disclosed in the Hong Kong Prospectus..

the Company shall pay or cause to be paid all such costs, expenses, fees, charges and Taxation referred to in this Clause 6.3. Notwithstanding anything to the contrary in Clause 17.11, if any costs, expenses, fees or charges referred to in this Clause 6.3 is paid or to be paid by any of the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters or the Joint Sponsors for or on behalf of the Company, the Company shall reimburse such costs, expenses, fees or charges to the relevant Sponsor-OCs, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers, Capital Market Intermediaries, Hong Kong Underwriters or Joint Sponsors on an after-tax basis.

For the avoidance of doubt, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors shall bear all of their respective own expenses (including, without limitation, travel, accommodation, document production, courier costs and communication expenses, fees and expenses of the underwriters’ legal counsels) attributable to and/or incurred by them in connection with performing the obligations hereunder. For the avoidance of doubt, the fees and expenses of the underwriters’ legal counsels shall be borne by all CMIs. The Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors acknowledge that the Company will not be responsible for any of the expenses or other fees of the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors (except for the sponsor fee and Total Fees and unless otherwise stated herein). For the avoidance of doubt, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors further acknowledge that the Company will not be responsible for background search and litigation search expenses.

The Company will facilitate the payment of the reasonable fees and expenses of underwriters’ legal counsel attributable to and/or incurred by all CMIs in accordance with the milestones as separately agreed in the engagement letter between the Joint Sponsors and such legal counsel (the “Underwriter Counsel Fees”) and the full amount of the Underwriter Counsel Fees shall be deducted from the aggregate amount of Total Fees due to all CMIs. For the avoidance of doubt, in the event that the Underwriter Counsel Fees are paid in more than one payment or instalment, all such payments in aggregate shall be deducted from the aggregate amount of Total Fees due to all CMIs. Notwithstanding the foregoing, in the event that the Global Offering is not consummated, the Company shall be responsible for the Underwriter Counsel Fees.

Each of the Hong Kong Underwriters (other than the Stabilising Manager or any person acting for it) hereby undertakes severally (and not jointly or jointly and severally) to each other party (including the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Capital Market Intermediaries) to this Agreement that it will not take or cause or authorise any person to take, and shall cause its affiliates and/or agents not to take, directly or indirectly, any stabilisation action or any action which is designed to or which constitutes or which might be expected to cause or result in the stabilisation or maintenance of the price of any security of the Company.

provided that the granting and exercise of the Over-Allotment Option pursuant to the International Underwriting Agreement shall not constitute a breach of this Clause 7.3.

in each case with reference to the facts and circumstances then subsisting provided, however, that all of the Warranties shall remain true, accurate and not misleading as at each of the dates or times specified above, without taking into consideration in each case any amendment or supplement to the Offering Documents made or delivered under Clause 8.5 subsequent to the date of the registration of the Hong Kong Prospectus, or any approval by the Joint Sponsors and/or the Sponsor-OCs, or any delivery to investors, of any such amendment or supplement, and shall not be (or be deemed) updated or amended by any such amendment or supplement or by any such approval or delivery. For the avoidance of doubt, nothing in this Clause 8.2 shall affect the on-going nature of the Warranties.

The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document in connection with the Global Offering or do any such act or thing without the prior written consent of the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters), except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Sponsor-OCs before such issue, publication or distribution or act or thing being done, subject to applicable Laws.

In addition, the Company further undertakes to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters, in the event that, at any time during the period of six months immediately following the expiry of the First Six-Month Period (the “Second Six-Month Period”), the Company or any member of the Group enters into any such transactions or offers or agrees or contracts to, or announces, or publicly discloses, any intention to, enter into any such transactions described in Clause 9.1.1, 9.1.2 or 9.1.3 above, the Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in the Class B Ordinary Shares or any other securities of the Company.

The Company undertakes to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters and each of them that it shall:

The undertakings in this Clause 10 shall remain in full force and effect notwithstanding the completion of the Global Offering and the matters and arrangements referred to or contemplated in this Agreement.

which, individually or in the aggregate, in the sole and absolute opinion of the Joint Sponsors and/or the Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters):

For the purpose of this Clause 11.1 only, the exercise of right of the Joint Sponsors and/or the Sponsor-OCs under this Clause 11.1 shall be final, conclusive and binding on the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters.

provided that the Company will not be responsible for any Losses which are finally determined by an award of an arbitral tribunal of competent jurisdiction to have resulted primarily from the fraud, wilful default or gross negligence of such Indemnified Party, and sums already paid by the Company under this indemnity but which fall within this proviso shall be reimbursed in full.

The non-application of the indemnity provided for in this Clause 12 in respect of any Indemnified Party shall not affect the application of such indemnity in respect of any other Indemnified Parties.

provided that, in the cases of Clauses 14.2.3 and 14.2.7, any such information disclosed shall be disclosed only after consultation with the other parties.

Any notice received or deemed to be received on a day which is not a Business Day shall be deemed to be received on the next Business Day.

If to the Company, to:

10th Floor, Building A, No. 658 Zhaohua Road, Changning District, Shanghai 200050, People’s Republic of China

If to CICC, to:

29/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

If to GTJA Capital or GTJA Securities, to:

27F, Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong

If to CMBI, to:

45th Floor, Champion Tower, 3 Garden Road, Central, Hong Kong

If to any of the Hong Kong Underwriters, to the address and email address of such Hong Kong Underwriter, and for the attention of the person, specified under the name of such Hong Kong Underwriter in SCHEDULE 1.

Once any Dispute is referred to a court pursuant to Clause 16.2.2(a), the parties to this Agreement shall discontinue any arbitration in respect of the same Dispute as soon as possible. For the purposes of this Clause 16.2.2, the Company hereby irrevocably submits to the jurisdiction of any court in which proceedings are commenced pursuant to Clause 16.2.2(a) or Clause 16.2.2(b) and waive any objection to the exercise of such jurisdiction or the recognition or enforcement in the courts of any other jurisdictions of a judgment delivered by such court.

Nothing in this Agreement shall affect the right to serve process in any other manner permitted by Law.

If any of the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries or the Hong Kong Underwriters is required by any Authority to pay any Taxes as a result of this Agreement, the Company will pay an additional amount to such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter so that the full amount of such payments as agreed in this Agreement to be paid to such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter is equal to the net amount received by such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter. The Company will further, if requested by such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter, use reasonable efforts to give such assistance as such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter may reasonably request to assist such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter in discharging its obligations in respect of such Taxes, including by making filings and submissions on such basis and such terms as such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter reasonably requests, promptly making available to such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter notices received from any Authority and, subject to the receipt of funds from such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter, by making payment of such funds on behalf of such Joint Sponsor, Sponsor-OC, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, Capital Market Intermediary or Hong Kong Underwriter to the relevant Authority in settlement of such Taxes and, forwarding to such party for record an official receipt issued by the relevant Authority or other official document evidencing such payment.

SCHEDULE 1 

THE HONG KONG UNDERWRITERS

The number of Hong Kong Offer Shares underwritten by each of the Hong Kong Underwriters shall be determined in the manner set out below:

A = B/C x 1,700,000 + D

where:

“A”     is the number of the Hong Kong Offer Shares underwritten by the relevant Hong Kong Underwriter, provided that: (i) any fraction of an Offer Share shall be rounded to the nearest whole number of Offer Share, (ii) the total number of Hong Kong Offer Shares to be underwritten by the Hong Kong Underwriters shall be exactly 1,700,000 if the Offer Size Adjustment Option is not exercised and (iii) the number underwritten by each Hong Kong Underwriter may be adjusted as may be agreed by the Company and the Hong Kong Underwriters.

“B”     is the number of Firm Shares (as defined in the International Underwriting Agreement) which the relevant Hong Kong Underwriter or any of its affiliates has agreed to purchase or procure purchasers for pursuant to the International Underwriting Agreement;

“C”    is the aggregate number of Firm Shares (as defined in the International Underwriting Agreement) which all the Hong Kong Underwriters or any of their respective affiliates have agreed to purchase or procure purchasers for pursuant to the International Underwriting Agreement; and

“D”     is the number of the Offer Size Adjustment Option Shares under the Hong Kong Public Offering upon exercise of the Offer Size Adjustment Option by the Company on or before the time of the execution of the Price Determination Agreement.

SCHEDULE 2 

THE WARRANTIES

Representations and Warranties of the Company

The Company represents, warrants, agrees and undertakes to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Markets Intermediaries, the Underwriters and each of them as follows:

Accuracy of Information

The Company and the Group

Offer Shares

This Agreement and Operative Documents

No conflict, compliance and Approvals

Litigation and other proceedings

Accounts and other financial information

Indebtedness and obligations

Subsequent events

Real property and other assets

Intellectual Property and Information Technology

Compliance with Employment and Labour Laws

Cybersecurity and data protection

Compliance with Environmental Laws

Insurance

Internal Controls

Compliance with bribery, money laundering and sanctions Laws

Experts

Forward-looking statements and statistical or market data

Pre-IPO investments and reorganization

Material contracts

Business

Taxation

Dividends

Market conduct

Immunity

Choice of law and dispute resolution

No other arrangements relating to the sale of the Offer Shares

SCHEDULE 3

CONDITIONS PRECEDENT DOCUMENTS

Part A

Part B

SCHEDULE 4

SET-OFF ARRANGEMENTS

SCHEDULE 5

ADVERTISING ARRANGEMENTS

The Formal Notice is to be published on the official websites of the SEHK and the Company on the following dates:

SCHEDULE 6

PROFESSIONAL INVESTOR TREATMENT NOTICE

We are not required to provide you with information about our business or the identity and status of employees and others acting on our behalf with whom you will have contact.

We are not required by the Code to promptly confirm the essential features of a transaction after effecting a transaction for you.

If you wish to deal through the SEHK in securities admitted to trading on the SEHK under the Nasdaq-Amex Pilot Program, we are not required to provide you with documentation on that program.

SCHEDULE 7

OFFER SIZE ADJUSTMENT OPTION EXERCISE NOTICE

____________, 2025

Dear Sirs and Madams,

We refer to the Hong Kong underwriting agreement dated____________, 2025 (the “Hong Kong Underwriting Agreement”) between, inter alia, we, Hesai Group (the “Company”), the Sponsor-OCs, and the several Hong Kong underwriters listed in Schedule 1 to the Hong Kong Underwriting Agreement (the “Hong Kong Underwriters”) in relation to the Hong Kong Public Offering of the Class B Ordinary Shares of the Company.

Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Hong Kong Underwriting Agreement.

We hereby give you notice of the exercise of our right, pursuant to Clause 2.7 of the Hong Kong

Underwriting Agreement, to allot and issue an additional__________ Offer Size Adjustment
Option Shares to be allocated between the Hong Kong Public Offering and the International Offering as provided for under the Hong Kong Underwriting Agreement. In accordance to this notice of exercise, we hereby undertake that we shall deliver the Offer Size Adjustment Option Shares free from encumbrance on or around 9:00 a.m. on the Listing Date.

This letter shall be governed by and construed in accordance with the Laws of Hong Kong.

This letter may be executed in counterparts. Each counterpart shall constitute an original of this letter but shall together constitute a single document.

We should be grateful if you would confirm your acceptance of the above by countersigning above.

IN WITNESS whereof this Agreement has been entered into the day and year first before written.

- Signature page to Hong Kong Underwriting Agreement -

Signature Page of the Hong Kong Underwriting Agreement of Hesai Group

[Signature Page to Hong Kong Underwriting Agreement]

[Signature Page to Hong Kong Underwriting Agreement]

[Signature Page to Hong Kong Underwriting Agreement]

Signature Page of the Hong Kong Underwriting Agreement of Hesal Group

[Signature Page to Hong Kong Underwriting Agreement]

[Signature Page to Hong Kong Underwriting Agreement]