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    SEC Form SC 13D/A filed by NIO Inc. (Amendment)

    5/16/24 9:22:58 PM ET
    $NIO
    Auto Manufacturing
    Consumer Discretionary
    Get the next $NIO alert in real time by email
    SC 13D/A 1 d792460dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 SCHEDULE 13D AMENDMENT NO. 4

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 4)*

     

     

    NIO Inc.

    (Name of Issuer)

    Class A Ordinary Shares, par value $0.00025 per share

    (Title of Class of Securities)

    62914V106**

    (CUSIP Number)

    Tencent Holdings Limited

    Level 29, Three Pacific Place,

    No. 1 Queen’s Road East, Wanchai, Hong Kong

    Telephone: +852 3148 5100

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    May 14, 2024

    (Date of Event Which Requires Filing of This Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

     

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

     

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    **

    CUSIP number 62914V106 has been assigned to the American Depositary Shares of the Issuer, which are quoted on the New York Stock Exchange under the symbol “NIO.” Each American Depositary Share represents one Class A Ordinary Share.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 62914V106    SCHEDULE 13D/A    Page 1 of 6 pages

     

     1   

     NAME OF REPORTING PERSONS

     

     Tencent Holdings Limited

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Cayman Islands

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     95,657,938

        8  

     SHARED VOTING POWER

     

     0

        9  

     SOLE DISPOSITIVE POWER

     

     95,657,938

       10  

     SHARED DISPOSITIVE POWER

     

     0

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     95,657,938

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     4.9%

    14  

     TYPE OF REPORTING PERSON

     

     CO

     


    CUSIP No. 62914V106    SCHEDULE 13D/A    Page 2 of 6 pages

     

     1   

     NAME OF REPORTING PERSONS

     

     Image Frame Investment (HK) Limited

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS

     

     AF

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Hong Kong

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     47,251,193

        8  

     SHARED VOTING POWER

     

     0

        9  

     SOLE DISPOSITIVE POWER

     

     47,251,193

       10  

     SHARED DISPOSITIVE POWER

     

     0

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     47,251,193

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     2.4%

    14  

     TYPE OF REPORTING PERSON

     

     CO

     


    CUSIP No. 62914V106    SCHEDULE 13D/A    Page 3 of 6 pages

     

     1   

     NAME OF REPORTING PERSONS

     

     Huang River Investment Limited

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS

     

     AF

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     British Virgin Islands

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     48,260,167

        8  

     SHARED VOTING POWER

     

     0

        9  

     SOLE DISPOSITIVE POWER

     

     48,260,167

       10  

     SHARED DISPOSITIVE POWER

     

     0

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     48,260,167

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     2.5%

    14  

     TYPE OF REPORTING PERSON

     

     CO

     

     


    CUSIP No. 62914V106    SCHEDULE 13D/A    Page 4 of 6 pages

     

    This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on June 19, 2020 (as amended to date, the “Schedule 13D”), relating to the Class A ordinary shares, par value $0.00025 per share (“Class A Ordinary Shares”) and American depositary shares, each representing one Class A Ordinary Share (“ADSs”), of NIO Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

    As a result of the transactions described herein, as of the date of this filing, each of the Reporting Persons has ceased to be the beneficial owner of 5% or more of the outstanding Class A Ordinary Shares. Accordingly, this Amendment No. 4 is the final amendment to the Statement and constitutes an exit filing for each of the Reporting Persons.

    Item 2. Identity and Background

    Schedule A (attached hereto) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:

    Attached hereto as Schedule A, and incorporated herein by reference, is information concerning each director and executive officer of the Reporting Persons (collectively, the “Related Persons”), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

    (d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of Related Persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

    Item 4. Purpose of Transaction

    Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

    Since the Reporting Persons filed the Amendment No. 3 to Schedule 13D on June 23, 2023, the Issuer’s total outstanding Class A Ordinary Shares has increased. As of March 31, 2024, the Issuer had 1,938,529,186 Class A Ordinary Shares outstanding, as disclosed in the Issuer’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Issuer on April 9, 2024.

    The 2024 Notes held by Huang River matured on February 1, 2024 and were fully repaid by the Issuer in cash.

    In May 2024, Huang River sold an aggregate of 25,300,000 ADSs, representing 25,300,000 Class A Ordinary Shares of the Issuer, in the open market with a weighted average price of US$5.43 per ADS.

    Item 5. Interest in Securities of the Issuer

    Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

    Items 7 through 11 and 13 of each of the cover page of this Schedule 13D for the Reporting Persons are incorporated herein by reference.


    CUSIP No. 62914V106    SCHEDULE 13D/A    Page 5 of 6 pages

     

    As of the date hereof, after taking into account the transactions as disclosed in Item 4 above:

    Image Frame may be deemed to beneficially own 47,251,193 Class A Ordinary Shares held of record by Image Frame, representing 2.4% of the total issued and outstanding Class A Ordinary Shares.

    Huang River may be deemed to beneficially own 48,260,167 Class A Ordinary Shares represented by 48,260,167 ADSs held of record by Huang River, representing 2.5% of the total issued and outstanding Class A Ordinary Shares.

    Tencent is the parent company of Image Frame and Huang River and may be deemed to beneficially own the securities held of record by Image Frame and Huang River. Tencent’s beneficial ownership also includes 146,578 Class A Ordinary Shares represented by 146,578 ADSs held of record by a wholly-owned subsidiary of Tencent. Tencent’s beneficial ownership represents 4.9% of the total issued and outstanding Class A Ordinary Shares.

    As of the date of this filing, each of the Reporting Persons has ceased to be the beneficial owner of 5% or more of the outstanding Class A Ordinary Shares.

    The percentage of Class A Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Class A Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, is based on 1,938,529,186 Class A Ordinary Shares issued and outstanding as of March 31, 2024 as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC by the Issuer on April 9, 2024.

    To the knowledge of the Reporting Persons, none of the Related Persons beneficially owns any Class A Ordinary Shares.

    (c) Except as described in Item 4, during the past 60 days, none of the Reporting Persons or to the best knowledge of the Reporting Persons, the Related Persons has effected any transactions in the Class A Ordinary Shares.

    (d) Except as set forth in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons.

    (e) Not applicable.


    CUSIP No. 62914V106    SCHEDULE 13D/A    Page 6 of 6 pages

     

    SIGNATURES

    After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

    Date: May 16, 2024

     

    TENCENT HOLDINGS LIMITED
    By:  

    /s/ Ma Huateng

    Name:   Ma Huateng
    Title:   Director
    IMAGE FRAME INVESTMENT (HK) LIMITED
    By:  

    /s/ Pu Hai Tao

    Name:   Pu Hai Tao
    Title:   Director
    HUANG RIVER INVESTMENT LIMITED
    By:  

    /s/ Ma Huateng

    Name:   Ma Huateng
    Title:   Director

     

    [Signature Page to Schedule 13D Amendment - NIO Inc.]


    SCHEDULE A

    EXECUTIVE OFFICERS AND DIRECTORS

    Directors and Executive Officers of Tencent Holdings Limited

    The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.

     

    Name

      

    Present Principal Employment

      

    Citizenship

    Directors:      
    Ma Huateng    Chairman of the Board and Executive Director    People’s Republic of China
    Jacobus Petrus (Koos) Bekker    Non-Executive Director    Republic of South Africa
    Charles St Leger Searle    Non-Executive Director    Republic of South Africa
    Li Dong Sheng    Independent Non-Executive Director    People’s Republic of China
    Ian Charles Stone    Independent Non-Executive Director    United Kingdom of Great Britain and Northern Ireland
    Yang Siu Shun    Independent Non-Executive Director    People’s Republic of China (Hong Kong SAR)
    Ke Yang    Independent Non-Executive Director    People’s Republic of China
    Zhang Xiulan    Independent Non-Executive Director    People’s Republic of China
    Executive Officers:      
    Ma Huateng    Chief Executive Officer    People’s Republic of China
    Lau Chi Ping Martin    President    People’s Republic of China (Hong Kong SAR)
    Xu Chenye    Chief Information Officer    People’s Republic of China
    Ren Yuxin    Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group    People’s Republic of China
    James Gordon Mitchell    Chief Strategy Officer and Senior Executive Vice President    United Kingdom of Great Britain and Northern Ireland
    John Shek Hon Lo    Chief Financial Officer and Senior Vice President    People’s Republic of China (Hong Kong SAR)


    Directors and Executive Officers of Image Frame Investment (HK) Limited

    The names of the directors and the names and titles of the executive officers of Image Frame Investment (HK) Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Image Frame Investment (HK) Limited.

     

    Name

      

    Present Principal Employment

      

    Citizenship

    Director:      
    Ma Huateng    Director    People’s Republic of China
    Charles St Leger Searle    Director    Republic of South Africa
    Pu Hai Tao    Director    People’s Republic of China (Hong Kong SAR)
    Tse Cheuk Yin Tiffany    Director    People’s Republic of China (Hong Kong SAR)
    Executive officers:      
    N/A      

    Directors and Executive Officers of Huang River Investment Limited

    The names of the directors and the names and titles of the executive officers of Huang River Investment Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Huang River Investment Limited.

     

    Name

      

    Present Principal Employment

      

    Citizenship

    Director:      
    Ma Huateng    Director    People’s Republic of China
    Charles St Leger Searle    Director    Republic of South Africa
    Executive officers:      
    N/A      
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      FN Media Group Presents Microsmallcap.com Market Commentary NEW YORK, Aug. 4, 2022 /PRNewswire/ -- Canadian car makers breathed a sigh of relief last week when US lawmakers decided to scrap part of a large incentive package for electric vehicles (EVs) that originally excluded EVs assembled in Canada from a proposed $7,500 US consumer tax credit for "clean vehicles." The credit, which includes battery-electric, plug-in hybrids and hydrogen fuel cell, is part of a $369 billion proposed new spending on climate-related initiatives included in the Inflation Reduction Act. US Senators Chuck Schumer and Joe Manchin, both Democrats, reached an agreement late Wednesday to include the credit and a ran

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    • SEC Form 6-K filed by NIO Inc.

      6-K - NIO Inc. (0001736541) (Filer)

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    • SEC Form 6-K filed by NIO Inc.

      6-K - NIO Inc. (0001736541) (Filer)

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    • SEC Form 6-K filed by NIO Inc.

      6-K - NIO Inc. (0001736541) (Filer)

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