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CUSIP No. 62914V106
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SCHEDULE 13D
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Page
6
of 12 pages
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Item 1.
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Security and Issuer
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This Schedule 13D relates to the Class A Ordinary Shares of NIO Inc. (Class A Ordinary Shares), an exempted company
incorporated under the laws of the Cayman Islands (the Issuer), whose principal executive offices are located at Building 20, No. 56 AnTuo Road, Anting Town, Jiading District, Shanghai 201804, Peoples Republic of China.
Item 2.
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Identity and Background
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(a) This Schedule 13D is being filed jointly by:
(i) Tencent Holdings Limited, a Cayman Islands company (Tencent);
(ii) Image Frame Investment (HK) Limited, a Hong Kong company and a wholly owned subsidiary of Tencent
(Image Frame);
(iii) Mount Putuo Investment Limited, a British Virgin Islands company
and a wholly owned subsidiary of Tencent (Mount Putuo); and
(iv) Huang River Investment
Limited, a British Virgin Islands company and a wholly owned subsidiary of Tencent (Huang River; Tencent, Image Frame, Mount Putuo and Huang River are collectively referred to as the Reporting Persons).
(b) The principal business address of each of the Reporting Persons is Level 29, Three Pacific Place, No. 1
Queens Road East, Wanchai, Hong Kong.
(c) Tencent is an integrated Internet services company providing
services including value-added services, online advertising and FinTech and business services. It has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Image Frame, Mount Puto and Huang River are
wholly owned subsidiaries of Tencent and are principally engaged in the business of holding securities in portfolio companies in which Tencent invests.
Attached hereto as Schedule A, and incorporated herein by reference, is information concerning each director and executive officer of
each Reporting Person (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 the 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 3.
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Source and Amount of Funds or Other Consideration
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Prior to the Issuers initial public offering on September 12, 2018 (the IPO), Tencent beneficially owned 30,000,000
series A-2 preferred shares of the Issuer through Mount Putuo, 10,905,125 series B preferred shares of the Issuer through Mount Putuo, 25,740,026 series C preferred shares of the Issuer through Image Frame,
and an aggregate of 65,385,071 series D preferred shares of the Issuer through Image Frame and an affiliate of Tencent, which were acquired for an aggregate purchase price of US$510 million. Upon the completion of the IPO, these series A-2, B, C and D preferred share were automatically converted into and re-designated as Class B Ordinary Shares of the Issuer (Class B Ordinary Share) on
a one-to-one basis.