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

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. 5)*

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, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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 Includes (i) 13,500,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2023, (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.

³ Assumes conversion of all Class C ordinary shares into Class A ordinary shares.

⁴ Assumes conversion of all Class C ordinary shares into Class A ordinary shares.

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.

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.

⁹ Assumes conversion of all Class C ordinary shares into Class A ordinary shares.

NIO Inc.

Building 20, No. 56 AnTuo Road

Jiading District, Shanghai, 201804

People’s Republic of China

Bin Li

Originalwish Limited

mobike Global Ltd.

NIO Users Limited

NIO Users Trust

NIO Users Community Limited

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

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

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.

G6525F 102

Not applicable

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, 2023:

(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 2,080,563,749 issued and outstanding ordinary shares as a single class, being the sum of 1,932,063,749 Class A ordinary shares (excluding 17,237,474 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, 2023. 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, 2023.

(2)            Includes (i) 13,500,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2023, (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.

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

LIST OF EXHIBITS

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 2, 2024