As filed with the Securities and Exchange Commission on September 10, 2018
RegistrationNo. 333-226822
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 4
TO
FORMF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NIO Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands | 3711 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People’s Republic of China
+86 21 6908 3306
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Z. Julie Gao, Esq. Will H. Cai, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | Allen Wang, Esq. Latham & Watkins 18th Floor, One Exchange Square 8 Connaught Place, Central Hong Kong +852-2912-2500 |
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered | Amount to be | Proposed maximum aggregate offering price | Proposed maximum aggregate offering price(2)(3) | Amount of registration fee(4) | ||||
Class A ordinary shares, par value US$0.00025 per share(1) | 184,000,000 | US$8.25 | US$1,518,000,000 | US$188,991 | ||||
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(1) | American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on FormF-6 (RegistrationNo. 333-226822). Each American depositary share represents one Class A ordinary share. |
(2) | Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment option. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. |
(3) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. |
(4) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 is being filed solely for the purpose of filing exhibit 1.1 to this registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 4 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 3 to the Registration Statement, filed on September 7, 2018. Accordingly, this Amendment No. 4 consists only of the cover page, this explanatory note and Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The post-offering amended and restated memorandum and articles of association that we expect to adopt and to become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements the form of which is filed as Exhibit 10.4 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide indemnification for us and our officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
Prime Hubs Limited | January 6, 2015 | 26,900,001 ordinary shares | US$6,725.0 | |||
Originalwish Limited | March 18, 2015 | 122,045,675 seriesA-1 preferred shares | US$122,045,675 | |||
Hillhouse NEV Holdings Limited | March 18, 2015 | 50,000,000 seriesA-2 preferred shares | US$50,000,000.0 | |||
Shunwei TMT II Limited | March 18, 2015 | 10,000,000 seriesA-2 preferred shares | US$10,000,000.0 |
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Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
mobike Global Ltd. | March 18, 2015 | 26,454,325 series A-1 preferred shares | US$26,454,325.0 | |||
HCM VI Limited | March 18, 2015 | 1,500,000 series A-1 preferred shares | US$1,500,000.0 | |||
Shunwei Growth II Limited | March 18, 2015 | 20,000,000 series A-2 preferred shares | US$20,000,000.0 | |||
Energy Lee Limited | May 6, 2015 | 15,000,000 seriesA-1 preferred shares | US$15,000,000.0 | |||
Mount Putuo Investment Limited | May 6, 0215 | 30,000,000 seriesA-2 preferred shares | US$30,000,000.0 | |||
Smart Group Global Limited | June 23, 2015 | 20,000,000 seriesA-2 preferred shares | US$20,000,000.0 | |||
Sequoia Capital China GFHoldcoIII-A, Ltd. | September 12, 2015 | 18,157,895 seriesA-3 preferred shares | US$30,000,000.0 | |||
Joy Capital I, L.P. | September 12, 2015 | 6,052,536 seriesA-3 preferred shares | US$10,000,000.0 | |||
Padmasree Warrior | March 10, 2016 | 7,509,933 seriesA-3 preferred shares | US$12,407,911.3 | |||
Anderson Investments Pte. Ltd. | July 21, 2016 | 21,810,251 series B preferred shares | US$60,000,000.0 | |||
Hillhouse NEV Holdings Limited | July 21, 2016 | 3,635,042 series B preferred shares | US$10,000,000.0 | |||
Shunwei TMT II Limited | July 21, 2016 | 3,635,042 series B preferred shares | US$10,000,000.0 | |||
Shunwei Growth II Limited | July 21, 2016 | 7,270,083 series B preferred shares | US$20,000,000.0 | |||
Mount Putuo Investment Limited | July 21, 2016 | 10,905,125 series B preferred shares | US$30,000,000.0 | |||
SCC Growth IV Holdco A, Ltd. | July 21, 2016 | 3,635,042 series B preferred shares | US$10,000,000.0 | |||
Joy Capital I, L.P. | July 21, 2016 | 1,817,521 series B preferred shares | US$5,000,000.0 | |||
Bluestone Company Limited | July 21, 2016 | 10,905,125 series B preferred shares | US$30,000,000.0 | |||
Magic Stone Alternative Private Equity Fund, L.P. | July 21, 2016 | 10,905,125 series B preferred shares | US$30,000,000.0 | |||
TPG Growth III SF Pte. Ltd. | July 21, 2016 | 5,452,563 series B preferred shares | US$15,000,000.0 | |||
Ultimate Lenovo Limited | July 21, 2016 | 5,452,563 series B preferred shares | US$15,000,000.0 |
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Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
Renaissance Era International Private Equity Fund I L.P. | July 21, 2016 | 1,817,521 series B preferred shares | US$5,000,000.0 | |||
Palace Investments Pte. Ltd. | July 21, 2016 | 1,817,521 series B preferred shares | US$5,000,000.0 | |||
Grandfield Investment Ltd. | July 21, 2016 | 5,816,067 series B preferred shares | US$16,000,000.0 | |||
IDG China Venture Capital Fund IV L.P. | August 19, 2016 | 1,611,232 series B preferred shares | US$4,432,500.0 | |||
IDG China IV Investors L.P. | August 19, 2016 | 206,289 series B preferred shares | US$567,500.0 | |||
Bright Sky II, L.P. | September 30, 2016 | 5,452,563 series B preferred shares | US$15,000,000.0 | |||
ORIENT HONTAI LIMITED | February 8, 2017 | 2,908,033 series B preferred shares | US$8,000,000.0 | |||
LONG WINNER INVESTMENT LIMITED | February 9, 2017 | 1,817,521 series B preferred shares | US$5,000,000.0 | |||
HHRSV-X Holdings Limited | February 9, 2017 | 7,997,092 series B preferred shares | US$22,000,000.0 | |||
Baidu Capital L.P. | March 24, 2017 | 25,740,026 series C preferred shares | US$100,000,000.0 | |||
West City Asia Limited | March 24, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 | |||
Haitong International Investment Holdings Limited. | March 24, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 | |||
Haixia NEV International Limited Partnership | March 24, 2017 | 5,148,005 series C preferred shares | US$20,000,000.0 | |||
New Margin Capital Hong Kong Co., Limited | March 24, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 | |||
Palace Investments Pte. Ltd. | March 24, 2017 | 1,287,001 series C preferred shares | US$5,000,000.0 | |||
Image Frame Investment (HK) Limited | March 24, 2017 | 25,740,026 series C preferred shares | US$100,000,000.0 | |||
Total Prestige Investment Limited | March 24, 2017 | 1,750,322 series C preferred shares | US$6,800,000.0 | |||
Zhide EV Investment Limited | March 24, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 | |||
Bright Sky II, L.P. | March 24, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 |
II-3
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
TPG Growth III SF Pte. Ltd. | March 24, 2017 | 1,673,102 series C preferred shares | US$6,500,000.0 | |||
Bluestone Company Limited | March 24, 2017 | 7,722,008 series C preferred shares | US$30,000,000.0 | |||
CEG Smart Travel Co., Limited | March 24, 2017 | 2,923,844 series C preferred shares | US$11,359,369.2 | |||
IDG China Venture Capital Fund IV L.P. | March 24, 2017 | 228,185 series C preferred shares | US$886,500.0 | |||
IDG China IV Investors L.P. | March 24, 2017 | 29,215 series C preferred shares | US$113,500.0 | |||
CYBER TYCOON LIMITED | March 24, 2017 | 4,385,929 series C preferred shares | US$17,039,333.0 | |||
Honor Best International Limited | March 24, 2017 | 8,771,858 series C preferred shares | US$34,078,667.0 | |||
Tanzanite Gem Holdings Limited | March 24, 2017 | 15,444,016 series C preferred shares | US$60,000,000.0 | |||
Anderson Investments Pte. Ltd. | May 3, 2017 | 10,296,010 series C preferred shares | US$40,000,000.0 | |||
Ultimate Lenovo Limited | May 3, 2017 | 7,722,007 series C preferred shares | US$30,000,000.0 | |||
CYBER TYCOON LIMITED | May 3, 2017 | 676,276 series C preferred shares | US$2,627,333.0 | |||
Honor Best International Limited | May 3, 2017 | 1,352,553 series C preferred shares | US$5,254,667.0 | |||
CHAMPION ELITE GLOBAL LIMITED | May 3, 2017 | 257,400 series C preferred shares | US$1,000,000.0 | |||
CHINA INDUSTRIAL INTERNATIONAL TRUST ASSET MANAGEMENT COMPANY LIMITED | May 3, 2017 | 3,861,004 series C preferred shares | US$15,000,000.0 | |||
HF Holdings Limited | May 3, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 | |||
Tea Leaf Limited | May 3, 2017 | 7,979,408 series C preferred shares | US$31,000,000.0 | |||
BLISSFUL DAYS HOLDINGS LIMITED | July 6, 2017 | 1,029,601 series C preferred shares | US$4,000,000.0 | |||
Guangfa Xinde Capital Management Limited | July 6, 2017 | 1,300,000 series C preferred shares | US$5,050,500.0 |
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Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
Bluefuture Fund L.P. | July 6, 2017 | 3,861,004 series C preferred shares | US$15,000,000.0 | |||
UBS AG, London Branch | July 6, 2017 | 5,148,005 series C preferred shares | US$20,000,000.0 | |||
KEEN EAGLE CAPITAL INVESTMENT LIMITED | July 6, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 | |||
China Oceanwide International Asset Management Limited | July 6, 2017 | 2,574,003 series C preferred shares | US$10,000,000.0 | |||
CMFHK Fortune 100 SPC | July 20, 2017 | 1,287,001 series C preferred shares | US$5,000,000.0 | |||
Image Frame Investment (HK) Limited | November 10, 2017 | 61,648,781 series D preferred shares | US$330,000,000.0 | |||
TPP Follow-on I Holding D Limited | November 10, 2017 | 3,736,290 series D preferred shares | US$20,000,000.0 | |||
LEAP PROSPECT LIMITED | November 10, 2017 | 29,890,318 series D preferred shares | US$160,000,000.0 | |||
Serenity WL Holdings Ltd. | November 10, 2017 | 5,604,435 series D preferred shares | US$30,000,000.0 | |||
SCOTTISH MORTGAGE INVESTMENT TRUST PLC | November 10, 2017 | 4,670,361 series D preferred shares | US$25,000,000.0 | |||
PACIFIC HORIZON INVESTMENT TRUST PLC | November 10, 2017 | 467,037 series D preferred shares | US$2,500,000.0 | |||
Myriad Opportunities Master Fund Limited | November 10, 2017 | 4,670,362 series D preferred shares | US$25,000,000.0 | |||
LONE SPRUCE, L.P. | November 10, 2017 | 134,506 series D preferred shares | US$720,000.0 | |||
Lone Cypress, LTD. | November 10, 2017 | 3,601,784 series D preferred shares | US$19,280,000.0 | |||
ULTRA RESULT HOLDINGS LIMITED | November 10, 2017 | 2,802,217 series D preferred shares | US$15,000,000.0 | |||
AL NAHDHA INVESTMENT LLC | November 10, 2017 | 2,120,345 series D preferred shares | US$11,350,000.0 | |||
Al Beed Group | November 10, 2017 | 467,036 series D preferred shares | US$2,500,000.0 | |||
Oldbridge Invest L.L.C. | November 10, 2017 | 28,022 series D preferred shares | US$150,000.0 | |||
AC Limited | November 10, 2017 | 1,868,145 series D preferred shares | US$10,000,000.0 |
II-5
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
BEST CASTLE LIMITED | November 10, 2017 | 5,604,435 series D preferred shares | US$30,000,000.0 | |||
HUBEI SCIENCE & TECHNOLOGY INVESTMENT GROUP (HONG KONG) COMPANY LIMITED | November 10, 2017 | 5,604,435 series D preferred shares | US$30,000,000.0 | |||
WP NIO Investment Partnership, LP | November 10, 2017 | 3,736,290 series D preferred shares | US$20,000,000.0 | |||
Lezmenia Assets Limited | November 10, 2017 | 1,401,109 series D preferred shares | US$7,500,000.0 | |||
LAPATHIA HOLDINGS LIMITED | November 10, 2017 | 1,401,108 series D preferred shares | US$7,500,000.0 | |||
PV Vision Limited | November 10, 2017 | 6,538,507 series D preferred shares | US$35,000,000.0 | |||
Silver Ridge Fund I Limited Partnership | November 10, 2017 | 934,072 series D preferred shares | US$5,000,000.0 | |||
The Mabel Chan 2012 Family Trust | November 10, 2017 | 373,629 series D preferred shares | US$2,000,000.0 | |||
Magic Stone Special Opportunity Fund IV L.P. | November 10, 2017 | 597,806 series D preferred shares | US$3,200,000.0 | |||
Mega Treasure Investment Limited | November 10, 2017 | 1,120,887 series D preferred shares | US$6,000,000.0 | |||
Tanzanite Gem Holdings Limited | November 10, 2017 | 12,329,756 series D preferred shares | US$66,000,000.0 | |||
SCC Growth IV Holdco A, Ltd. | November 10, 2017 | 934,072 series D preferred shares | US$5,000,000.0 | |||
Joy Next Investment Management Limited | November 10, 2017 | 2,241,774 series D preferred shares | US$12,000,000.0 | |||
Anderson Investments Pte. Ltd. | November 10, 2017 | 9,340,724 series D preferred shares | US$50,000,000.0 | |||
HH DYU Holdings Limited | November 10, 2017 | 3,736,290 series D preferred shares | US$20,000,000.0 | |||
TPG Growth III SF Pte. Ltd. | November 10, 2017 | 1,214,294 series D preferred shares | US$6,500,000.0 | |||
Bluestone Company Limited | November 10, 2017 | 4,670,362 series D preferred shares | US$25,000,000.0 | |||
Bright Sky II, L.P. | November 10, 2017 | 4,670,362 series D preferred shares | US$25,000,000.0 | |||
Diamond Division Limited | November 10, 2017 | 523,081 series D preferred shares | US$2,800,000.0 | |||
WEST CITY ASIA LIMITED | November 10, 2017 | 653,851 series D preferred shares | US$3,500,000.0 |
II-6
Securities/Purchaser | Date of Issuance | Number of Securities | Consideration | |||
Haixia NEV International Limited Partnership | November 10, 2017 | 5,604,435 series D preferred shares | US$30,000,000.0 | |||
Palace Investments Pte. Ltd. | November 10, 2017 | 896,710 series D preferred shares | US$4,800,000.0 | |||
KEEN EAGLE CAPITAL INVESTMENT LIMITED | November 10, 2017 | 373,629 series D preferred shares | US$2,000,000.0 | |||
Caitong Funds SPC – New Technology Fund Segregated Portfolio | November 24, 2017 | 4,670,362 series D preferred shares | US$25,000,000.0 | |||
CICC Ehealthcare Investment Limited | November 24, 2017 | 2,802,217 series D preferred shares | US$15,000,000.0 | |||
CapThrone Investment Limited Partnership | November 24, 2017 | 1,868,145 series D preferred shares | US$10,000,000.0 | |||
HCM VI Limited | November 24, 2017 | 2,428,588 series D preferred shares | US$13,000,000.0 | |||
STAR AZURE INTERNATIONAL LIMITED | December 1, 2017 | 4,670,362 series D preferred shares | US$25,000,000.0 | |||
Oceanwide Sigma Limited | December 15, 2017 | 934,072 series D preferred shares | US$5,000,000.0 | |||
Directors, executive officers and employees and consultants of our company | August 1, 2018 | 29,692,274 ordinary Shares issued by exercising the vested options | Services to our company | |||
Directors, executive officers and employees and consultants of our company | Various dates | Options to purchase 88,939,542 ordinary shares | Services to our company |
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) | Exhibits |
See Exhibit Index beginning on pageII-10 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
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(b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(4) For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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Exhibit Index
II-10
* | To be filed by amendment. |
** | Previously filed. |
†† | Confidential treatment has been requested for certain portions of this exhibit pursuant to Rule 406 under the Securities Act and Division of Corporation Finance Staff Legal Bulletin No. 1. In accordance with Rule 406 and Staff Legal Bulletin No. 1, these confidential portions have been omitted and filed separately with the Commission. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormF-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on September 10, 2018.
NIO INC. | ||
By: | /s/ Bin Li | |
Name: Bin Li | ||
Title: Chairman of the Board of Directors | ||
and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Bin Li | September 10, 2018 | |||
Bin Li | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |||
/s/ Louis T. Hsieh | September 10, 2018 | |||
Louis T. Hsieh | Chief Financial Officer (Principal Financial and Accounting Officer) | |||
* | September 10, 2018 | |||
Lihong Qin | Director | |||
* | September 10, 2018 | |||
Padmasree Warrior | Director | |||
* | September 10, 2018 | |||
Tian Cheng | Director | |||
* | September 10, 2018 | |||
Xiang Li | Director | |||
* | September 10, 2018 | |||
Hai Wu | Director | |||
* | September 10, 2018 | |||
Yaqin Zhang | Director | |||
* | September 10, 2018 | |||
Xiangping Zhong | Director | |||
* | September 10, 2018 | |||
Zhaohui Li | Director |
*By: | /s/ Bin Li | September 10, 2018 | ||||
Name: Bin Li | ||||||
Attorney-in-fact |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of NIO Inc. has signed this registration statement or amendment thereto in Newark, Delaware on September 10, 2018.
Authorized U.S. Representative | ||
By: | /s/ Donald J. Puglisi | |
Name: | Donald J. Puglisi | |
Title: | Managing Director |
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