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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Hesai Group (Name of Issuer) |
Class B ordinary shares, par value of $0.0001 per share (Title of Class of Securities) |
428050108 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Xiaomi Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,032,680.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.22 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,149,230.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,149,230.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Fast Pace Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,883,450.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Hesai Group | |
| (b) | Address of issuer's principal executive offices:
9th Floor, Building L2-B 1588, Zhuguang Road, Qingpu District, Shanghai 201702, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Xiaomi Corporation;
(ii) Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership)
(iii) Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd.
(iv) Fast Pace Limited
(collectively, the "Reporting Persons")
Explanatory Note
This Amendment No. 1 (this "Amendment") amends, in its entirety, the statement on Schedule 13G originally filed on February 9, 2024 by the Reporting Persons. This Amendment is being filed to disclose that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of the Issuer. This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for each Reporting Person.
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| (b) | Address or principal business office or, if none, residence:
(i) Xiaomi Corporation
c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
(ii) Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership)
Floor 5, Building 7, No. 3601 Dongfang Road, Pudong New Area
Shanghai, People's Republic of China
(iii) Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd.
No.8, 1st floor, 66 Jiufeng 1st Road, Donghu New Technology Development Zone
Wuhan, People's Republic of China
(iv) Fast Pace Limited
c/o Start Chambers, Wickham's Cay II, P. O. Box 2221, Road
Town Tortola, British Virgin Island
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| (c) | Citizenship:
(i) Xiaomi Corporation - Cayman Islands
(ii) Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership) - People's Republic of China
(iii) Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd. - People's Republic of China
(iv) Fast Pace Limited - British Virgin Islands
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| (d) | Title of class of securities:
Class B ordinary shares, par value of $0.0001 per share | |
| (e) | CUSIP No.:
428050108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reporting Person Amount Percent Percent of Sole power to Shared power Sole power to Shared power
beneficially of aggregate vote or direct to vote or to dispose or to to dispose or
owned class(1) voting power(2) the vote direct the vote direct the disposition of to direct the disposition of
Xiaomi Corporation 5,032,680 (3) 3.2% 1.3% 5,032,680 (3) 0 5,032,680 (3) 0
Shanghai Ziyue
Enterprise Management
Consulting Partnership
(Limited Partnership) 2,149,230 (4) 1.4% 0.5% 2,149,230 (4) 0 2,149,230 (4) 0
Hubei Xiaomi Changjiang
Industrial Investment Fund
Management Co., Ltd. 2,149,230 (4) 1.4% 0.5% 2,149,230 (4) 0 2,149,230 (4) 0
Fast Pace Limited 2,883,450 (5) 1.9% 0.7% 2,883,450 (5) 0 2,883,450 (5) 0
(1) The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer's issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of September 16, 2025.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power beneficially owned by all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of September 16, 2025. Each Class B ordinary share is entitled to one vote per share and each Class A ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote.
(3) Represents (i) 2,149,230 Class B ordinary shares held by Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership), a PRC limited partnership. The general partner of Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership) is Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd., a PRC limited liability company controlled by Xiaomi Corporation; and (ii) 2,883,450 Class B ordinary shares held by Fast Pace Limited, a British Virgin Islands company wholly owned by Xiaomi Corporation.
(4) Represents 2,149,230 Class B ordinary shares held by Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership), a PRC limited partnership. The general partner of Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership) is Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd., a PRC limited liability company controlled by Xiaomi Corporation.
(5) Represents 2,883,450 Class B ordinary shares held by Fast Pace Limited, a British Virgin Islands company wholly owned by Xiaomi Corporation.
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| (b) | Percent of class:
Xiaomi Corporation: 3.22%, representing 1.26% of the total outstanding voting power;
Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership):1.38%, representing 0.54% of the total outstanding voting power;
Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd.:1.38%, representing 0.54% of the total outstanding voting power;
Fast Pace Limited:1.85%, representing 0.72% of the total outstanding voting power %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Xiaomi Corporation: 5,032,680 Class B ordinary shares
Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership):2,149,230 Class B ordinary shares
Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd.:2,149,230 Class B ordinary shares
Fast Pace Limited:2,883,450 Class B ordinary shares | ||
| (ii) Shared power to vote or to direct the vote:
Xiaomi Corporation: 0
Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership): 0
Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd.: 0
Fast Pace Limited: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Xiaomi Corporation: 5,032,680 Class B ordinary shares
Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership):2,149,230 Class B ordinary shares
Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd.:2,149,230 Class B ordinary shares
Fast Pace Limited:2,883,450 Class B ordinary shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
Xiaomi Corporation: 0
Shanghai Ziyue Enterprise Management Consulting Partnership (Limited Partnership): 0
Hubei Xiaomi Changjiang Industrial Investment Fund Management Co., Ltd.: 0
Fast Pace Limited: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit No. Description
99.1 Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on February 9, 2024, by the reporting persons with the Securities and Exchange Commission)
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