NIO : 424B3 – Marketscreener.com

TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-239047
PROSPECTUS SUPPLEMENT (To Prospectus dated June 9, 2020)
NIO Inc.
Class A Ordinary Shares
CHJ Limited, a wholly-owned special purpose vehicle of ours, and Image Frame Investment (HK) Limited are lending to certain designated dealers up to 41,400,000 of our Class A ordinary shares, US$0.00025 per share, or approximately 2.7% of our total Class A ordinary shares issued and outstanding immediately upon Listing (as defined below) (without taking into account the additional shares to be issued under our stock incentive plans, Class A ordinary shares issued and reserved for future issuance upon exercising or vesting of awards granted under our stock incentive plans and assuming all Class B ordinary shares will be converted into Class A ordinary shares upon Listing), to facilitate the proposed listing of our Class A ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited, or the HKSE, by way of introduction, or the Listing. Our Class A ordinary shares will be traded on the HKSE under the stock code “9866”.
The Class A ordinary shares being lent hereby will be used by the designated dealers to create additional liquidity of our Class A ordinary shares on the HKSE through sales at market prices on the HKSE during a 30-calendar-day period from and including the listing date of our Class A ordinary shares on the HKSE, which is expected to be on or about March 10, 2022. See “Description of Liquidity Arrangements.” We are registering the Class A ordinary shares being registered hereby in connection with the sale of such shares to the extent that they are sold to U.S. persons, as defined under Regulation S, or for the account or benefit of U.S. persons.
Neither we nor any of our lending shareholders will receive any proceeds from the lending of the Class A ordinary shares being registered hereby. The Class A ordinary shares being registered hereby will be sold at prevailing market prices at the time of sale in liquidity trades on the HKSE during the liquidity period with delivery expected to occur from time to time in accordance with the rules of the HKSE.
Our ADSs are listed on the New York Stock Exchange, or the NYSE, under the symbol “NIO”. Each ADS represents one Class A ordinary share. On March 8, 2022, the reported last sale price of the ADSs on the NYSE was US$17.98 per ADS.
Investing in our ADSs and Class A ordinary shares involves risks. See “Risk Factors” beginning on page S-16.
NIO Inc. is not an operating company in China but a Cayman Islands holding company with no equity ownership in its consolidated variable interest entities. We conduct our operations in China through (i) our PRC subsidiaries and (ii) our variable interest entity, or VIE, Beijing NIO Network Technology Co., Ltd., or Beijing NIO, with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign investment in value-added telecommunication services, including without limitation, performing internet information services, operating our website and mobile application as well as holding certain related licenses. Accordingly, we operate these businesses in China through our VIE, and rely on contractual arrangements among a PRC subsidiary of ours, our VIE and its nominee shareholders to control the business operations of our VIE. Investors in our ADSs and Class A ordinary shares thus are not purchasing equity interests in our VIE in China but instead are purchasing equity interests in a Cayman Islands holding company. As used in this prospectus supplement, “NIO,” “we,” “us,” “our company,” and “our” refer to NIO Inc., our Cayman Islands holding company and its subsidiaries, and in the context of describing our operations and consolidated financial information, our VIE, Beijing NIO, and its subsidiaries, and depending on the context, may also refer to Shanghai Anbin Technology Co., Ltd., or Shanghai Anbin, which is no longer our VIE as of March 31, 2021, and its subsidiaries. Beijing NIO and Shanghai Anbin, our current and past VIEs, and their subsidiaries, taking into account all of their respective business with or without foreign investment restrictions under PRC laws, did not contribute any external revenue to our total revenues in 2018, 2019, and 2020 and for the nine months ended September 30, 2021. Our current and past VIEs and their subsidiaries with foreign investment restricted businesses under PRC laws, being value-added telecommunications services, provided such services internally to our subsidiaries, and such services amounted to nil, nil,
RMB0.2 million and RMB0.4 million (US$0.1 million) during 2018, 2019, 2020 and the nine months ended September 30, 2021, respectively.
Our corporate structure is subject to risks associated with our contractual arrangements with our VIE. If the PRC government deems that our contractual arrangements with our VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, our VIE and investors in our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our VIE and, consequently, the business, financial condition and results of operations of our VIE and our company as a whole. Our Class A ordinary shares or our ADSs may significantly decline in value, if we are unable to assert our contractual control rights over the assets of our PRC subsidiaries and VIE that conduct all or substantially all of our operations. For a detailed description of the risks associated with our corporate structure, please refer to “Item 3. Key Information – D. Risk Factors – Risks Related to Our Corporate Structure” in our annual report on Form 20-Ffor the fiscal year ended December 31, 2020, or the 2020 Annual Report, and “Risk Factors – Risks Related to Our Corporate Structure” in Exhibit 99.1 of our current report on Form 6-K furnished to the SEC at 7:15 A.M. (Eastern Time) on February 28, 2022, or the Listing Current Report, both of which documents are incorporated herein by reference.
We face various legal and operational risks and uncertainties related to doing business in China and we are subject to the complex and evolving PRC laws and regulations. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business. Therefore, investors of our company and our business face potential uncertainty from the PRC government. Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations. For example, we face risks associated with regulatory approvals on offshore capital raising activities of listed companies, anti- monopoly regulatory actions, the use of our VIE and oversight on cybersecurity and data privacy, as well as the lack of PCAOB inspection on our auditors. These risks could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of risks related to doing business in China, see “Item 3. Key Information – D. Risk Factors – Risks Related to Doing Business in China” in the 2020 Annual Report and “Risk Factors – Risks Related to Doing Business in China” in Exhibit 99.1 of the Listing Current Report.
Our ADSs may be delisted or prohibited from being traded over-the-counter under the Holding Foreign Companies Accountable Act, or the HFCA Act, given that the PCAOB is unable to inspect or fully investigate auditors who are located in China. On June 22, 2021, the U.S. Senate passed a bill which, if enacted, would reduce the number of consecutive non- inspection years required for triggering the prohibitions under the HFCA Act from three years to two. The delisting or the cessation of trading of our ADSs, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of our ADSs and Class A ordinary shares. On December 16, 2021, the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in the mainland of China, and identified the registered public accounting firms in the mainland of China that are subject to such determinations. Our auditor is identified by the PCAOB and is subject to the determination. For more details, see “Risk Factors – Risks Related to Doing Business in China – Given that the PCAOB is unable to inspect or fully investigate auditors located in China, our ADSs may be delisted under the Holding Foreign Companies Accountable Act. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors of the benefits of such inspections” in Exhibit 99.1of the Listing Current Report.
NIO Inc. is a holding company with no material operations of its own. As a result, although other means are available for us to obtain financing at the holding company level, NIO Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and service fees paid by our VIE in China. Under PRC law, NIO Inc. may provide funding to our PRC subsidiaries only through capital contributions or loans, and to our VIE only through loans, subject to satisfaction of applicable government registration and approval requirements. In 2018, 2019, 2020 and the nine months ended September 30, 2021, NIO Inc. provided funding to its intermediate holding companies and subsidiaries through capital contributions. NIO Inc. has also extended loans to its intermediate holding companies and subsidiaries, which outstanding principal amount was RMB20.7 million, RMB22.7 million, RMB19.7 million and RMB0.1 million (US$0.02 million), as of December 31, 2018, 2019 and 2020 and September 30, 2021, respectively, and such amounts were then loaned to the nominee shareholders of our VIE for use as their investment in our VIE. NIO Inc. has not declared or paid any cash dividends, nor does it have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. For more details, see “Prospectus Supplement Summary – Cash and Asset Flows through Our Organization” in this prospectus supplement.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 9, 2022.
TABLE OF CONTENTS
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS
S-2
PROSPECTUS SUPPLEMENT SUMMARY
S-3
RISK FACTORS
S-16
USE OF PROCEEDS
S-17
CAPITALIZATION
S-18
DIVIDEND POLICY
S-19
DESCRIPTION OF LIQUIDITY ARRANGEMENTS
S-20
LEGAL MATTERS
S-22
EXPERTS
S-23
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
S-24
INCORPORATION OF DOCUMENTS BY REFERENCE
S-25
PROSPECTUS
ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
OUR COMPANY
3
RISK FACTORS
5
USE OF PROCEEDS
6
DESCRIPTION OF SHARE CAPITAL
7
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
17
ENFORCEABILITY OF CIVIL LIABILITIES
27
TAXATION
29
SELLING SHAREHOLDERS
36
PLAN OF DISTRIBUTION
37
LEGAL MATTERS
39
EXPERTS
40
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
41
INCORPORATION OF DOCUMENTS BY REFERENCE
42
S-i
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the registration of certain Class A ordinary shares under the liquidity arrangements as described under “Description of Liquidity Arrangements” and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated June 9, 2020 included in the registration statement on Form F-3(No. 333-239047),which provides more general information.
You should read this prospectus supplement along with the accompanying prospectus. Both parts of the document contain information you should consider when making your investment decision. You should rely only on the information included or documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor any of the lending shareholders has authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on such different or inconsistent information. The Class A ordinary shares registered hereby will be offered only in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference is current only as of the date of the document containing such information. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or the lending shareholders’ behalf, to subscribe for and purchase, any of our ADSs or Class A ordinary shares and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference in this prospectus supplement or the accompanying prospectus, on the other hand, you should rely on the information in this prospectus supplement.
Capitalized terms used in this prospectus supplement but not defined herein are defined in the accompanying prospectus, in the 2020 Annual Reportthat is incorporated herein by reference or in the Listing Current Report that is incorporated herein by reference.
We have published our consolidated financial statements in RMB. Our business is primarily conducted in China and substantially all of our revenues are denominated in RMB. The conversion of RMB into U.S. dollars in this prospectus supplement is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus supplement are made at the rate as of the end of the applicable period, that is, RMB6.4434 to US$1.00, the rate in effect as of September 30, 2021. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange.
S-1
TABLE OF CONTENTS
SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein may contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:
The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Other sections of this prospectus supplement include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should read thoroughly this prospectus supplement and the documents that we refer to with the understanding that our actual future results may be materially different from, or worse than, what we expect. We qualify all of our forward-looking statements by these cautionary statements.
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein contain certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The electric vehicles industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our ADSs and Class A ordinary shares. In addition, the rapidly evolving nature of the electric vehicles industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions.
We would like to caution you not to place undue reliance on the forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in the documents incorporated by reference herein for a more complete discussion of the risks of an investment in our securities and other risks outlined in our other filings with the SEC. The forward-looking statements included in this prospectus supplement or incorporated by reference into this prospectus supplement are made only as of the date of this prospectus supplement or the date of the incorporated document, and we do not undertake any obligation to update the forward-looking statements except as required under applicable law.
S-2
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and notes thereto appearing elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein. In addition to this summary, we urge you to carefully read the entire prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, the information included under the section entitled “Item 3. Key Information – D. Risk Factors” in the 2020 Annual Report, the section entitled “Risk Factors” in Exhibit 99.1 of the Listing Current Report and the financial statements and the related notes thereto in the 2020 Annual Reportand our current report on Form 6-K furnished to the SEC on November 15, 2021, which are incorporated by reference in this prospectus supplement and the accompanying prospectus.
Our Company
Our Chinese name, Weilai (蔚來), which means Blue Sky Coming, reflects our commitment to a more environmentally friendly future.
We are a pioneer and a leading company in the premium smart electric vehicle market. We design, develop, jointly manufacture, and sell premium smart electric vehicles, driving innovations in autonomous driving, digital technologies, electric powertrains and batteries. We differentiate ourselves through our continuous technological breakthroughs and innovations, such as our industry-leading battery swapping technologies, Battery as a Service, or BaaS, as well as our proprietary autonomous driving technologies and Autonomous Driving as a Service, or ADaaS.
We introduced the EP9 supercar in 2016, which was then the fastest electric vehicle, setting the Nurburgring Nordschleife all-electric vehicle lap record. In December 2017, we launched the ES8, which is
Our vehicles have been well-received by Chinese consumers. In 2018, we delivered 11,348 ES8s. In 2019, we delivered 20,565 vehicles, including 9,132 ES8s and 11,433 ES6s. In 2020, we delivered 43,728 vehicles, including 10,861 ES8s, 27,945 ES6s and 4,922 EC6s. In 2021, we delivered 91,429 vehicles, which include 20,050 ES8s, 41,474 ES6s and 29,905 EC6s. As of February 28, 2022, the cumulative deliveries of the ES8, ES6 and EC6 reached 182,853 vehicles.
S-3
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
Disclaimer
Nio Inc. published this content on 09 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2022 15:21:11 UTC.

source

spot_imgspot_img

Subscribe

Related articles

spot_imgspot_img

LEAVE A REPLY

Please enter your comment!
Please enter your name here