蔚来 2025年年度报告和过渡报告

FORM20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIESEXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934For the fiscalyear endedDecember31, 2024.OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report. Commission file number:001-38638 NIOInc.(Exact Name of Registrant as Specified in Its Charter) N/A(Translation of Registrant’s Name into English) Cayman Islands(Jurisdiction of Incorporation or Organization) Building 19, No.1355, Caobao Road,MinhangDistrictShanghai, People’s Republic ofChina(Address of Principal Executive Offices) Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the closeof the period covered by the annual report: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. ☒Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or 15(d)of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)ofthe Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrantwas required to file such reports), and (2)has been subject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (orfor such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: ☒U.S. GAAP☐International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule12b-2 of the Exchange Act).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a planconfirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION3PART I.4ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM3. KEY INFORMATION4ITEM4. INFORMATION ON THE COMPANY73ITEM4A. UNRESOLVED STAFF COMMENTS115ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS115ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES131ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS142ITEM8. FINANCIAL INFORMATION144ITEM