蔚来美股招股说明书(2025-09-10版)

PRELIMINARY PROSPECTUSSupplement to Prospectusdated May 21, 2024American Depositary Shares Representing ClassA Ordinary SharesClassA Ordinary Shares NIO Inc. This prospectus supplement relates to (i)an offering of an aggregate ofAmerican depositary shares, or ADSs, eachrepresenting one ClassA ordinary share, par value US$0.00025 per share, of NIO Inc. (the “Primary ADS Offering”) and(ii)an offering of an aggregate ofClassA ordinary shares of NIO Inc. (the “Primary Ordinary Shares Offering”).The Primary ADS Offering and the Primary Ordinary Shares Offering (collectively, the “Primary Offering”) relate to atotal of 181,818,190 ClassA ordinary shares of NIO. Inc., which will be allocated between the Primary ADS Offering andPrimary Ordinary Shares Offering based on investor interests. Our ADSs are listed on the NYSE under the symbol “NIO.” On September 8, 2025, the last reported sale price of the ADSson the NYSE was US$6.17 per ADS. Our ClassA ordinary shares are listed on The Stock Exchange of Hong KongLimited, or the Hong Kong Stock Exchange, under the stock code “9866.” On September 8, 2025, the last reported tradingprice of the ClassA ordinary shares on the Hong Kong Stock Exchange was HK$47.18 per share, or US$6.01 per ADSbased on an exchange rate of HK$7.8499 to US$1.00 as of June 30, 2025. Our ClassA ordinary shares are also listed onthe Singapore Exchange Securities Trading Limited (the “Singapore Exchange”) under the symbol “NIO.” On September8, 2025, the last reported trading price of the ClassA ordinary shares on the Singapore Exchange was US$6.02 per share,or US$6.02 per ADS. Investing in our ADSs and Class A ordinary shares involves risks. See “Risk Factors” beginning on pageS-26of thisprospectus and those included in the accompanying prospectus and the documents incorporated by reference in theaccompanying prospectus to read about factors you should consider before buying our ADSs and ClassA ordinary shares. NIO Inc. is not an operating company in China but a Cayman Islands holding company with no equity ownership in itsconsolidated variable interest entities, or VIEs. NIO Inc. maintains contractual arrangements with the VIEs and isconsidered the primary beneficiary of these entities, whose financial results are consolidated in NIO Inc.’s consolidatedfinancial statements under the U.S. GAAP for accounting purposes. Those contractual arrangements may not be aseffective as direct equity ownership in the VIEs, and the government authorities may challenge the enforceability of thosecontractual arrangements. Investors in our ADSs and ClassA ordinary shares thus are not purchasing equity interests inthe VIEs in China but instead are purchasing equity interests in a Cayman Islands holding company. As used in thisprospectus 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 and consolidated financial information,include the VIEs, namely Beijing NIO, Anhui NIO AT and Anhui NIO DT, and their subsidiary. We conduct our operations in China (i)primarily through our PRC subsidiaries, and (ii)to a much lesser extent, throughthe VIEs, namely Beijing NIO, Anhui NIO AT, and Anhui NIO DT, with each of which we maintain contractualarrangements, and their subsidiary. In addition, we have subsidiaries in the United States, Germany, the United Kingdom,Norway and other jurisdictions. PRC laws and regulations (i)restrict and impose conditions on foreign investment invalue-added telecommunication services, including without limitation, performing internet information services andholding certain related licenses; and (ii)prohibit foreign investment in certain services related to autonomous driving aswell as the holding of related licenses by foreign entities. Additionally, in practice, subject to the qualifications set byChinaBankingandInsuranceRegulatoryCommission(currentlyknownastheNationalFinancialRegulationAdministration) for foreign shareholders of the insurance brokerage companies, the China Banking andInsurance Regulatory Commission typically would not approve the establishment of a foreign-invested insurancebrokerage company to perform insurance brokerage services and hold certain related licenses. We operate thesebusinesses in China through the VIEs and the subsidiary of one of the VIEs. However, these particular businesses are notsignificant. The VIEs, taking into account all of their respective businesses with or without foreign investment restrictionsunder PRC laws, did not make a significant contribution to our total revenues in 2022, 2023, 2024 and for the sixmonthsended June30, 2025, and did not have significant operations or any material assets or liabilities during any of theseperiods. Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs. If the PRCgovernment determines that our contractual arrangements with the VIEs do not