蔚来美股招股说明书(2024-05-21版)

Class A Ordinary Shares CHJ Limited, a wholly-owned, consolidated special purpose vehicle of ours, isparticipating as a lender in the Singapore Exchange Securities Trading Limitedsecurities lending program, or the SGX Securities Lending Program. Under thisprogram, CHJ Limited will lend up to 2,000,000 of our Class A ordinary shares,US$0.00025 per share, or approximately 0.1% of our total Class A ordinary sharesissued and outstanding as of the date of this prospectus supplement. The Class A ordinary shares being lent hereby under the SGX Securities LendingProgram, or the Loaned Shares, may be publicly traded on the Singapore Exchangeduring the loan period from the date of this prospectus until the loan of shares isterminated either by The Central Depository (Pte) Limited, also known as CDP, orelse by CHJ Limited. The Loaned Shares may be borrowed by borrowers registeredunderthe SGX Securities Lending Program.Such registered borrowers may beclearing members admitted to be a member of CDP for clearing, depositary agentsregistered with CDP, banks licensed by the Monetary Authority of Singapore underthe Banking Act 1970 of Singapore meeting a minimum credit rating and entitieslicensed to deal in securities either in Singapore or in selected foreign jurisdictions.See “Description of Share Lending Arrangements.” We are registering the Class Aordinary shares being registered hereby in connection with the sale of such shares tothe extent that they are sold to U.S. persons, as defined under Regulation S, or for theaccount or benefit of U.S. persons. Save for a lending fee to be paid to CHJ Limitedunder the SGX Securities Lending Program, neither we nor CHJ Limited will receiveany proceeds from the lending of the Class A ordinary shares being registered hereby. The ADSs are listed on the New York Stock Exchange under the symbol “NIO.”On May 20, 2024, the last reported sale price of the ADSs on the New York StockExchange was US$5.22 per ADS. Our Class A ordinary shares are listed on The StockExchange of Hong Kong Limited, or the Hong Kong Stock Exchange, under the stockcode “9866.” On May 20, 2024, the last reported trading price of the Class A ordinaryshares on the Hong Kong Stock Exchange was HK$39.85 per share, or US$5.10 perADS based on an exchange rate of HK$7.8109 to US$1.00 as of December 29, 2023.Our Class A ordinary shares are listed on the Singapore Exchange under the symbol“NIO.” On May 20, 2024, the last reported trading price of the Class A ordinaryshares on the Singapore Exchange was US$5.16 per share, or US$5.16 per ADS. Investing in our ADSs and Class A ordinary shares involves risks. See “RiskFactors” beginning on page S-21. NIO Inc. is not an operating company in China but a Cayman Islands holdingcompany with no equity ownership in its consolidated variable interest entities, orVIEs. Investors in our ADSs and Class A ordinary shares thus are not purchasingequity interests in the VIEs in China but instead are purchasing equity interests in aCayman Islands holding company. As used in this prospectus supplement, “NIO,”“we,” “us,” “our company,” and “our” refer to NIO Inc., our Cayman Islands holdingcompany and its subsidiaries, and in the context of describing our operations andconsolidated financial information, include the VIEs, namely Beijing NIO, AnhuiNIO AT and Anhui NIO DT, and their respective subsidiaries, where applicable. We conduct our operations in China (i) primarily through our PRC subsidiaries,and (ii) to a much lesser extent, through the VIEs, namely Beijing NIO, Anhui NIOAT, and Anhui NIO DT, with each of which we maintain contractual arrangements,and their subsidiary. We have also established subsidiaries in the United States,Germany, the United Kingdom, Norway and other overseas jurisdictions to promoteourservices and businesses,entering into business contracts with offshorecounterparties and holding overseas intellectual properties. PRC laws and regulations(i) restrictand impose conditions on foreign investment in value-addedtelecommunicationservices,including without limitation,performing internetinformation services as well as holding certain related licenses; and (ii) prohibitforeign investment in certain services related to autonomous driving as well as theholdingof licenses by foreign entities.Additionally,in practice,subject to thequalificationsset by China Banking and Insurance Regulatory Commission forforeign shareholders of the insurance brokerage companies, the China Banking andInsurance Regulatory Commission typically would not approve the establishment of foreign-invested insurance brokerage companieswhichperform insurance brokerage services and hold certain related licenses.Accordingly,we operate these businesses in China through the VIEs and thesubsidiaryof one of the VIEs.However,these particular businesses are notsignificant. The VIEs, taking into account all of their respective businesses with orwithout foreign investment restrictions under PRC laws, did not ma