Securities Registration (ads, Immediate) (f-6ef)

As filed with the Securities and Exchange Commission on August 20, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

NIO Inc.

(Exact name of issuer of deposited securities as specified in its charter)

Not Applicable

(Translation of issuer’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

Deutsche Bank Trust Company Americas

(Exact name of depositary as specified in its charter)

60 Wall Street

New York, New York 10005

+1 (212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Z. Julie Gao, 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

Francis Fitzherbert-Brockholes, Esq.

White & Case LLP

5 Old Broad Street
London EC2N 1DW
United Kingdom

+(44) 20 7532-1400

It is proposed that this filing become effective under Rule 466:

☒ immediately upon filing.

□ on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box : ⌧

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit ⁽¹⁾	Proposed maximum aggregate offering price ⁽²⁾	Amount of registration fee
American Depositary Shares, each representing one Class A ordinary share of NIO Inc.	1,000,000,000 American Depositary Shares	$0.05	$50,000,000	$6,490

¹	For the purpose of this table only the term "unit" is defined as one American Depositary Share.

²	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.

Explanatory Note

This Registration Statement on Form F-6 is being filed and the American depositary shares (“ADSs”) are being registered in order to accommodate the issuance of additional ADSs upon the deposit of Class A ordinary shares of NIO Inc.

This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information				Location in Form of Receipt Filed Herewith as Prospectus

1.	Name of depositary and address of its principal executive office			Face of Receipt – introductory paragraph

2.	Title of Receipts and identity of deposited securities			Face of Receipt – top center

Terms of Deposit:

	(i)		The amount of deposited securities represented by one American Depositary Share (“ADS”)	Face of Receipt – upper right corner

	(ii)		The procedure for voting the deposited securities	Reverse of Receipt – Articles 14 and 15

	(iii)		The procedure for collecting and distributing dividends	Reverse of Receipt – Articles 13 and 14

	(iv)		The procedures for transmitting notices, reports and proxy soliciting material	Face of Receipt – Article 12; Reverse of Receipt – Articles 14 and 15

	(v)		The sale or exercise of rights	Reverse of Receipt – Articles 13 and 14

	(vi)		The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face of Receipt – Articles 3, 6 and 9; Reverse of Receipt – Articles 13 and 16

	(vii)		Amendment, extension or termination of the deposit arrangements	Reverse of Receipt – Articles 20 and 21 (no provision for extension)

	(viii)		The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts	Face of Receipt – Article 12

	(ix)		Restrictions upon the right to transfer or withdraw the underlying securities	Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10; Reverse of Receipt – Article 22

	(x)	Limitation on the depositary’s liability		Face of Receipt – Articles 6 and 10; Reverse of Receipt – Articles 15, 16, 17 and 18

3.	Fees and charges that a holder of Receipts may have to pay, either directly or indirectly			Face of Receipt – Article 9

Item 2. AVAILABLE INFORMATION

NIO Inc. (the “Company”) subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, will file certain reports with, and will furnish certain reports to, the Commission. These reports may be retrieved from the Commission’s website (www.sec.gov) and may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)

Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”). — Previously filed (Form F-6, NIO Inc., File No. 333-227062).

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.

(d)

Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith.

(e)

Certification under Rule 466. — Filed herewith.

(f)

Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADR, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 20, 2020.

Legal entity created by the form of Deposit Agreement for the issuance of Receipts for Class A ordinary shares, par value US$0.00025 per share of NIO Inc. Deutsche Bank Trust Company Americas, as Depositary


By:	/s/ Michael Curran
	Name:	Michael Curran
	Title:	Vice President


By:	/s/ Michael Fitzpatrick
	Name:	Michael Fitzpatrick
	Title:	Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, NIO Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, People’s Republic of China, on August 20, 2020.

NIO Inc.



By:	/s/ Ben Li
	Name:	Ben Li
	Title:	Chairman of the Board of Directors and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bin Li and Wei Feng, and each of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 20, 2020.

Signature		Title

/s/ Ben Li		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Director)
Name: Bin Li
		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Wei Feng
Name: Wei Feng

/s/ Lihong Qin		Director and President
Name: Lihong Qin

/s/ Hai Wu		Director
Name: Hai Wu

/s/ Denny Ting Bun Lee		Director
Name: Denny Ting Bun Lee

/s/ James Gordon Mitchell		Director
Name: James Gordon Mitchell

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of NIO Inc., has signed this registration statement in New York, New York, United States of America on August 20, 2020.