SEC Form SC 13G filed

CUSIP No. 50202M 102

1

Name of Reporting Person

Amp Lee Ltd.

2

Check the Appropriate Box if a Member of a Group

(a)     o     (b)     o

3

SEC Use Only

4

Citizenship or Place of Organization

British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1)

6

Shared Voting Power

0

7

Sole Dispositive Power

355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1)

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

o

11

Percent of Class Represented by Amount in Row 9

19.7%(2)

12

Type of Reporting Person
CO

CUSIP No. 50202M 102

1

Name of Reporting Person

Xiang Li

2

Check the Appropriate Box if a Member of a Group

(a)     o     (b)     o

3

SEC Use Only

4

Citizenship or Place of Organization

People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time) (1)

6

Shared Voting Power

0

7

Sole Dispositive Power

355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1)

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

o

11

Percent of Class Represented by Amount in Row 9

19.7%(2)

12

Type of Reporting Person
IN

Item 1(a).

Name of Issuer:

Li Auto Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

11 Wenliang Street, Shunyi District, Beijing 101399, People’s Republic of China

Item 2(a).

Name of Person Filing:

Amp Lee Ltd.

Xiang Li

(collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Amp Lee Ltd.
P.O. Box 3321, Drake Chambers, Road Town, Tortola, British Virgin Islands

Xiang Li

11 Wenliang Street, Shunyi District, Beijing 101399, People’s Republic of China

Item 2(c)

Citizenship:

Amp Lee Ltd. – British Virgin Islands

Li Xiang – People’s Republic of China

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value US$0.0001 per share, of the Issuer

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.0001 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.

Item 2(e).

CUSIP Number:

50202M 102

There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 50202M 102 has been assigned to the ADSs of the issuer, which are quoted on The Nasdaq Stock Market under the symbol “LI.” Each ADS represents two Class A ordinary shares.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable

Item 4.

Ownership.

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the Reporting Persons is provided as of December 31, 2020:

Reporting Person

Amount
beneficially
owned:

Percent of
class:

Percent of
aggregate
voting
power

Sole power to
vote or direct
the vote:

Shared
power to
vote or to
direct the
vote:

Sole power to
dispose or to
direct the
disposition of:

Shared
power to
dispose or
to direct
the
disposition
of:

Amp Lee Ltd.

355,812,080

19.7

%

71.0

%

355,812,080

0

355,812,080

0

Xiang Li

355,812,080

19.7

%

71.0

%

355,812,080

0

355,812,080

0

Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) were deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by the Reporting Persons. The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on a total of 1,809,288,310 issued and outstanding ordinary shares (consisting of 1,453,476,230 Class A ordinary shares and 355,812,080 Class B ordinary shares) of the Issuer as of December 31, 2020 as a single class. In computing the percentage ownership of the Reporting Persons, we have included, where applicable, shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security, after December 31, 2020.

As of December 31, 2020, 355,812,080 Class B ordinary shares of the Issuer were held by Amp Lee Ltd., a British Virgin Islands company; Amp Lee Ltd. is wholly owned by Cyric Point Enterprises Limited, a British Virgin Islands company; Cyric Point Enterprises Limited is wholly owned by Limind Trust, a trust established for the benefit of Xiang Li and his family. Xiang Li is the settlor and investment manager of Limind Trust, and has the power to direct the disposition and voting of the shares of the Issuer held by Limind Trust. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Xiang Li may be deemed to beneficially own all of the shares held by Amp Lee Ltd.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certifications.

Not applicable

Exhibit No.

Description

A

Joint Filing Agreement

Amp Lee Ltd.

By:

/s/ Xiang Li

Name:

Xiang Li

Title:

Authorized Signatory

Xiang Li

/s/ Xiang Li