UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
NIO Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.00025 per share
(Title of Class of Securities)
G6525F 102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)󠄾
* 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 the disclosures provided in a prior cover page.
The information required in 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).
| 1 | NAMES OF REPORTING PERSONS
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 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
0
| |
| 6 | SHARED VOTING POWER
178,967,7761 ordinary shares. See Item 4. | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
178,967,776 ordinary shares. See Item 4. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,967,776 ordinary shares. See Item 4. | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5%.2 See Item 4. | ||
| 12 | TYPE OF REPORTING PERSON
IN | ||
1 Includes (i) 13,500,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2022, (ii) 89,013,451 Class C ordinary shares held on record by Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Li, (iii) 26,454,325 Class C ordinary shares held on record by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr. Li, (iv) 14,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held on record by NIO Users Limited, a holding company held upon the terms of the NIO Users Trust, under which Mr. Li has reserved certain powers to himself as the settlor and protector, and Mr. Li and others have been designated by Mr. Li as beneficiaries, and (v) 2,000,000 Class A ordinary shares held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited. Each Class C Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The rights of the holders of Class A Ordinary Shares and Class C Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class C Ordinary Share is entitled to eight votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
2 Assumes conversion of all Class C ordinary shares into Class A ordinary shares.
| 1 | NAMES OF REPORTING PERSONS
Originalwish Limited | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 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
0 | |
| 6 | SHARED VOTING POWER
89,013,451 ordinary shares. See Item 4. | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
89,013,451 ordinary shares. See Item 4. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,013,451 ordinary shares. See Item 4. | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%.3 See Item 4. | ||
| 12 | TYPE OF REPORTING PERSON
CO | ||
3 Assumes conversion of all Class C ordinary shares into Class A ordinary shares.
| 1 | NAMES OF REPORTING PERSONS
mobike Global Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 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
0 |
| 6 | SHARED VOTING POWER
26,454,325 ordinary shares. See Item 4. | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
26,454,325 ordinary shares. See Item 4. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,454,325 ordinary shares. See Item 4. |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%.4 See Item 4. |
| 12 | TYPE OF REPORTING PERSON
CO |
4 Assumes conversion of all Class C ordinary shares into Class A ordinary shares.
| 1 | NAMES OF REPORTING PERSONS
NIO Users Limited | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 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
0 | |
| 6 | SHARED VOTING POWER
50,000,0005 ordinary shares. See Item 4. | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
50,000,000 ordinary shares. See Item 4. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000,000 ordinary shares. See Item 4. | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%.6 See Item 4. | ||
| 12 | TYPE OF REPORTING PERSON
CO | ||
5 Includes (i) 14,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held on record by NIO Users Limited and (ii) 2,000,000 Class A ordinary shares were held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited.
6 Assumes conversion of all Class C ordinary shares into Class A ordinary shares.
| 1 | NAMES OF REPORTING PERSONS
NIO Users Trust | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | |
| 6 | SHARED VOTING POWER
50,000,0007 ordinary shares. See Item 4. | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
50,000,000 ordinary shares. See Item 4. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000,000 ordinary shares. See Item 4. | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%.8 See Item 4. | ||
| 12 | TYPE OF REPORTING PERSON
CO | ||
7 Includes (i) 14,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held on record by NIO Users Limited, a holding company held upon the terms of the NIO Users Trust, under which Mr. Li has reserved certain powers to himself as the settlor and protector, and Mr. Li and others have been designated by Mr. Li as beneficiaries, and (ii) 2,000,000 Class A ordinary shares were held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited.
8 Assumes conversion of all Class C ordinary shares into Class A ordinary shares.
| 1 | NAMES OF REPORTING PERSONS
NIO Users Community Limited | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 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
0 | |
| 6 | SHARED VOTING POWER
2,000,000 ordinary shares. See Item 4. | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
2,000,000 ordinary shares. See Item 4. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 ordinary shares. See Item 4. | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%.9 See Item 4. | ||
| 12 | TYPE OF REPORTING PERSON
CO | ||
9 Assumes conversion of all Class C ordinary shares into Class A ordinary shares.
| ITEM 1(a). | NAME OF ISSUER: |
NIO Inc.
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
Building 20, No. 56 AnTuo Road
Jiading District, Shanghai, 201804
People’s Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
Bin Li
Originalwish Limited
mobike Global Ltd.
NIO Users Limited
NIO Users Trust
NIO Users Community Limited
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
Bin Li
Building 20, No. 56 AnTuo Road
Jiading District, Shanghai, 201804
People’s Republic of China
Originalwish Limited
Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town
Tortola, British Virgin Islands
mobike Global Ltd.
Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town
Tortola, British Virgin Islands
NIO Users Limited
PO Box 173, Road Town
Tortola, British Virgin Islands
NIO Users Trust
Boundary Hall
Cricket Square, George Town
Grand Cayman
Cayman Islands
NIO Users Community Limited
PO Box 173, Road Town
Tortola, British Virgin Islands
| ITEM 2(c). | CITIZENSHIP: |
Bin Li – People’s Republic of China
Originalwish Limited – British Virgin Islands
mobike Global Ltd. – British Virgin Islands
NIO Users Limited – British Virgin Islands
NIO Users Trust – Cayman Islands
NIO Users Community Limited – British Virgin Islands
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Class A ordinary shares, par value of $0.00025 per share (the “Class A Ordinary Shares”). Each Class C ordinary share, par value of $0.00025 per share (the “Class C Ordinary Shares”), held by the reporting persons is convertible into one Class A Ordinary Share at the option of the holders at any time. Each Class C Ordinary Share is entitled to eight votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
| ITEM 2(e). | CUSIP NO.: |
G6525F 102
| 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 Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2022:
| Reporting Person | Amount
beneficially | Percent
of | Sole | Shared | Sole
power to dispose or to direct the disposition of: | Shared
| ||||||||||||||||||
| Bin Li | 178,967,776 | (2) | 10.5 | % | 0 | 178,967,776 | (2) | 0 | 178,967,776 | (2) | ||||||||||||||
| Originalwish Limited | 89,013,451 | (3) | 5.3 | % | 0 | 89,013,451 | (3) | 0 | 89,013,451 | (3) | ||||||||||||||
| mobike Global Ltd. | 26,454,325 | (4) | 1.6 | % | 0 | 26,454,325 | (4) | 0 | 26,454,325 | (4) | ||||||||||||||
| NIO Users Limited | 50,000,000 | (5) | 3.0 | % | 0 | 50,000,000 | (5) | 0 | 50,000,000 | (5) | ||||||||||||||
| NIO Users Trust | 50,000,000 | (6) | 3.0 | % | 0 | 50,000,000 | (6) | 0 | 50,000,000 | (6) | ||||||||||||||
| NIO Users Community Limited | 2,000,000 | (7) | 0.1 | % | 0 | 2,000,000 | (7) | 0 | 2,000,000 | (7) | ||||||||||||||
(1) Pursuant to Rule 13d-3(d)(l), all Class C 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 person and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by the reporting person. The percentage of the class of securities beneficially owned by each reporting person is based on 1,687,208,475 issued and outstanding ordinary shares as a single class, being the sum of 1,538,708,475 Class A ordinary shares (excluding 31,897,205 Class A ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer's stock incentive plans) and 148,500,000 Class C ordinary shares, par value of US$0.00025 per share, of the Issuer issued and outstanding as of December 31, 2022. In computing the percentage of 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, 2022.
(2) Includes (i) 13,500,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2022, (ii) 89,013,451 Class C ordinary shares held on record by Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Li, (iii) 26,454,325 Class C ordinary shares held on record by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr. Li, (iv) 14,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held on record by NIO Users Limited, a holding company held upon the terms of the NIO Users Trust, under which Mr. Li has reserved certain powers to himself as the settlor and protector, and Mr. Li and others have been designated by Mr. Li as beneficiaries, and (v) 2,000,000 Class A ordinary shares held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited. Each Class C Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The rights of the holders of Class A Ordinary Shares and Class C Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class C Ordinary Share is entitled to eight votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
| (3) | Represented by 89,013,451 Class C ordinary shares held by Originalwish Limited. |
| (4) | Represented by 26,454,325 Class C ordinary shares held by mobike Global Ltd. |
(5) Includes (i) 14,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held on record by NIO Users Limited, a holding company held upon the terms of the NIO Users Trust, and (ii) 2,000,000 Class A ordinary shares held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited. With respect to NIO Users Trust, with Maples Trustee Services (Cayman) Limited as the trustee, Mr. Bin Li has reserved certain powers to himself in respect of the NIO Users Trust as the settlor and protector, and Mr. Li and others have been designated by Mr. Li as beneficiaries. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, NIO Users Limited may be deemed to beneficially own all of the ordinary shares of the Issuer held by NIO Users Community Limited and Mr. Li may be deemed to beneficially own all of the ordinary shares of the Issuer held by NIO Users Limited.
(6) Represented by 16,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held on record by NIO Users Limited, a holding company held upon the terms of the NIO Users Trust. Also see footnote (5).
(7) Represented by 2,000,000 Class A ordinary shares held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited
| 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 CONTROL 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
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 17, 2023
| Bin Li | /s/ Bin Li | |
| Originalwish Limited | By: | /s/ Bin Li |
Name: Title: |
Bin Li Director | |
| mobike Global Ltd. | By: | /s/ Bin Li |
Name: Title: |
Bin Li Director | |
| NIO Users Limited | By: | /s/ Titan Directors Limited |
Name: Title: |
Titan Directors Limited Director | |
| Maples Trustee Services (Cayman) Limited acting solely in its capacity as the trustee of NIO Users Trust | By: Name: Title: |
/s/ Peter Goddard Peter Goddard |
| NIO Users Community Limited | By: | /s/ Bin Li |
| Name: | Bin Li | |
| Title: | Director |