|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| SCHEDULE 13G |
| Under the Securities Exchange Act of 1934* |
| 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, 2018 |
| (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) |
| þ 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 Bin Li
| ||
| 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
151,689,2531 ordinary shares. See Item 4. | ||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||
| 8 |
SHARED DISPOSITIVE POWER
151,689,253 ordinary shares. See Item 4. | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,689,253 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)
14.4%. See Item 4. | ||
| 12 |
TYPE OF REPORTING PERSON
IN | ||
1 Includes (i) 3,000,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2018, (ii) 72,234,928 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) 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust, which is controlled by Mr. Li. 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.
| 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
72,234,928 ordinary shares. See Item 4. | ||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||
| 8 |
SHARED DISPOSITIVE POWER
72,234,928 ordinary shares. See Item 4. | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,234,928 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)
6.9%. See Item 4. | ||
| 12 |
TYPE OF REPORTING PERSON
CO | ||
| 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)
2.5%. See Item 4. | ||
| 12 |
TYPE OF REPORTING PERSON
CO | ||
| 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
50,000,000 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)
4.8%. See Item 4. | ||
| 12 |
TYPE OF REPORTING PERSON
CO | ||
| 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
50,000,000 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)
4.8%. See Item 4. | ||
| 12 |
TYPE OF REPORTING PERSON
CO | ||
| 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
| 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
| 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
| 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, 2018:
|
Reporting Person |
Amount beneficially owned: |
Percent of class:(1) |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
| Bin Li | 151,689,253 (2) | 14.4% | 0 | 151,689,253 (2) | 0 | 151,689,253 (2) |
| Originalwish Limited | 72,234,928 (3) | 6.9% | 0 | 72,234,928 (3) | 0 | 72,234,928 (3) |
| mobike Global Ltd. | 26,454,325 (4) | 2.5% | 0 | 26,454,325 (4) | 0 | 26,454,325 (4) |
| NIO Users Limited | 50,000,000 (5) | 4.8% | 0 | 50,000,000 (5) | 0 | 50,000,000 (5) |
| NIO Users Trust | 50,000,000 (6) | 4.8% | 0 | 50,000,000 (6) | 0 | 50,000,000 (6) |
(1) The percentage of the class of securities beneficially owned by each reporting person is based on 1,050,010,046 outstanding ordinary shares as a single class, being the sum of 769,479,824 Class A ordinary shares, 132,030,222 Class B ordinary shares and 148,500,000 Class C ordinary shares, par value of US$0.00025 per share, of the Issuer outstanding as of December 31, 2018.
(2) Includes (i) 3,000,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2018, (ii) 72,234,928 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) 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust, which is controlled by Mr. Li.
(3) Represented by 72,234,928 Class C ordinary shares held by Originalwish Limited.
(4) Represented by 26,454,325 Class C ordinary shares held by mobike Global Ltd.
(5) Represented by 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust. NIO Users Trust, with Maples Trustee Services (Cayman) Limited as the trustee, Mr. Bin Li controls NIO Users Trust as the settlor and protector, and Mr. Li and others 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, Mr. Li may be deemed to beneficially own all of the ordinary shares of the Issuer held by NIO Users Limited.
(6) Represented by 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust. Also see footnote (5).
| 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
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: January 23, 2019
| Bin Li | /s/ Bin Li | ||
| Originalwish Limited | By: | /s/ Bin Li | |
| Name: | Bin Li | ||
| Title: | Director | ||
| mobike Global Ltd. | By: | /s/ Bin Li | |
| Name: | Bin Li | ||
| Title: | Director | ||
| NIO Users Limited | By: | /s/ Titan Directors Limited | |
| Name: | Titan Directors Limited | ||
| Title: | Director | ||
| Maples Trustee Services (Cayman) Limited | |||
| acting as the trustee of NIO Users Trust | By: | /s/ Peter Goddard | |
| Name: | Peter Goddard | ||
| Title: | Authorized signatory | ||
LIST OF EXHIBITS
Exhibit 99.1 – Joint Filing Agreement
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.00025 per share, of NIO Inc., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 23, 2019.
| Bin Li | /s/ Bin Li | ||
| Originalwish Limited | By: | /s/ Bin Li | |
| Name: | Bin Li | ||
| Title: | Director | ||
| mobike Global Ltd. | By: | /s/ Bin Li | |
| Name: | Bin Li | ||
| Title: | Director | ||
| NIO Users Limited | By: | /s/ Titan Directors Limited | |
| Name: | Titan Directors Limited | ||
| Title: | Director | ||
| Maples Trustee Services (Cayman) Limited | |||
| acting as the trustee of NIO Users Trust | By: | /s/ Peter Goddard | |
| Name: | Peter Goddard | ||
| Title: | Authorized signatory | ||