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What changed in NIO Inc.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of NIO Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+716 added−731 removedSource: 20-F (2026-04-10) vs 20-F (2025-04-08)

Top changes in NIO Inc.'s 2025 20-F

716 paragraphs added · 731 removed · 541 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

278 edited+67 added−72 removed729 unchanged
Biggest changeIf it is determined that we have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: ● cease selling, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the challenged intellectual property; ● pay substantial damages; ● seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; ● redesign our vehicles or other goods or services; or ● establish and maintain alternative branding for our products and services. 37 Table of Contents In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right, our business, prospects, operating results and financial condition could be materially and adversely affected.
Biggest changeIf we are not permitted to use any of our existing model names in jurisdictions where our vehicles are offered, our sales performance there may be negatively affected, which in turn would harm our results of operations and financial condition. 36 Table of Contents If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: ● cease selling, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the challenged intellectual property; ● pay substantial damages; ● seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; ● redesign our vehicles or other goods or services; or ● establish and maintain alternative branding for our products and services.
If we are unable to provide satisfactory services for our users, our business and reputation may be materially and adversely affected; ● We are dependent on our suppliers, many of whom are our single source suppliers for the components they supply; 10 Table of Contents ● We rely on Battery Asset Company to provide Battery as a Service to our users.
If we are unable to provide satisfactory services for our users, our business and reputation may be materially and adversely affected; 10 Table of Contents ● We are dependent on our suppliers, many of whom are our single source suppliers for the components they supply; ● We rely on Battery Asset Company to provide Battery as a Service to our users.
Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
We may also be affected by the volatility of the overall China automotive market. Fluctuations in the growth rate of passenger vehicle sales and/or EV sales in China and shifting consumer demands for EVs in China could adversely affect our business, results of operations and financial condition.
We may also be affected by volatility in the overall China automotive market. Fluctuations in the growth rate of passenger vehicle sales and/or EV sales and shifting consumer demands for EVs could adversely affect our business, results of operations and financial condition.
We cannot assure you that our services or our efforts to engage with our users using both our online and offline channels will be successful, which could impact our revenues as well as our customer satisfaction and marketing. Our servicing will partially be carried out through third parties which we certified.
We cannot assure you that our services or our efforts to engage with our users using both online and offline channels will be successful, which could impact our revenues as well as our customer satisfaction and marketing efforts. Our servicing will partially be carried out through third parties which we certified.
If we encounter delays in the delivery our current or future vehicle models, we believe that a significant number of reservations may be cancelled. As a result, no assurance can be made that reservations will not be cancelled and will ultimately result in the final purchase, delivery, and sale of the vehicle.
If we encounter delays in the delivery of our current or future vehicle models, we believe that a significant number of reservations may be cancelled. As a result, no assurance can be made that reservations will not be cancelled and will ultimately result in the final purchase, delivery, and sale of the vehicle.
Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services and network platform operators that conduct data process activities must be subject to the cybersecurity review if their activities affect or may affect national security.
Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services and network platform operators that conduct data process activities must be subject to the cybersecurity review if their activities affect or may affect national security.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: ● perceptions about electric vehicle quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such vehicles are produced by us or other companies; ● perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology; ● the limited range over which electric vehicles may be driven on a single battery charge and the speed at which batteries can be recharged; ● the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; ● concerns about electric grid capacity and reliability; ● the availability of new energy vehicles, including plug-in hybrid electric vehicles; ● improvements in the fuel economy of the internal combustion engine; ● the availability of service for electric vehicles; ● the environmental consciousness of consumers; ● access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric vehicle; ● the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; 30 Table of Contents ● perceptions about and the actual cost of alternative fuel; and ● macroeconomic factors.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: ● perceptions about electric vehicle quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such vehicles are produced by us or other companies; ● perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology; ● the limited range over which electric vehicles may be driven on a single battery charge and the speed at which batteries can be recharged; ● the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; ● concerns about electric grid capacity and reliability; 30 Table of Contents ● the availability of new energy vehicles, including plug-in hybrid electric vehicles; ● improvements in the fuel economy of the internal combustion engine; ● the availability of service for electric vehicles; ● the environmental consciousness of consumers; ● access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric vehicle; ● the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; ● perceptions about and the actual cost of alternative fuel; and ● macroeconomic factors.
If this occurs, the trading price of our ADSs could fall substantially either suddenly or over time. If our vehicle owners customize our vehicles or change the charging infrastructure with aftermarket products, the vehicle may not operate properly, which may create negative publicity and could harm our business.
If this occurs, the trading price of our ADSs could fall substantially either suddenly or over time. If our vehicle owners customize our vehicles or change the charging infrastructure with aftermarket products, the vehicles may not operate properly, which may create negative publicity and could harm our business.
Under this agreement, we granted a non-exclusive and non-transferrable worldwide license to Forseven to use certain of our technical information, technical solutions, software and intellectual property rights related to or subsisting in our existing and future smart electric vehicle platforms within certain period, for, among other things, the research and development, manufacturing, sales, import and export of vehicle models sold or marketed under Forseven’s brand, subject to the terms and conditions set forth in the agreement.
Under this agreement, we granted a non-exclusive and non-transferrable worldwide license to Forseven to use certain of our technical information, technical solutions, software and intellectual property rights related to or subsisting in our existing and future smart electric vehicle platforms within a certain period, for, among other things, the research and development, manufacturing, sales, import and export of vehicle models sold or marketed under Forseven’s brand, subject to the terms and conditions set forth in the agreement.
We adopted share incentive plans in 2015, 2016, 2017, 2018 and 2024, which we refer to as the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan and 2024 Plan, respectively, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours.
We adopted share incentive plans in 2015, 2016, 2017, 2018, and 2024, which we refer to as the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan and the 2024 Plan, respectively, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours.
A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation. We have direct or indirect interactions with officials and employees of government agencies and state-owned affiliated entities in the ordinary course of business.
A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation. In the ordinary course of business, we have direct or indirect interactions with officials and employees of government agencies and state-owned affiliated entities.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
The market price for our listed securities may continue to be volatile and subject to wide fluctuations in response to factors including, but not limited to, the following: ● actual or anticipated fluctuations in our quarterly results of operations and cash flows; ● changes in financial estimates by securities research analysts; ● conditions in automotive markets; ● changes in the operating performance or market valuations of other automotive companies; ● announcements we or our competitors made of new products, acquisitions, strategic partnerships, joint ventures or capital commitments; ● addition or departure of key personnel; ● fluctuations of exchange rates between RMB and the U.S. dollar; ● litigation, government investigation or other legal or regulatory proceeding; ● release of lock-up and other transfer restrictions on our Class A ordinary shares or ADSs, issuance of ADSs or ordinary shares upon conversion of the convertible notes we issued, or any ordinary shares or sales of additional ADSs; ● any actual or alleged illegal acts of our shareholders or management; ● any share repurchase program; and 63 Table of Contents ● general economic or political conditions in China or elsewhere in the world.
The market price for our listed securities may continue to be volatile and subject to wide fluctuations in response to factors including, but not limited to, the following: ● actual or anticipated fluctuations in our quarterly results of operations and cash flows; ● changes in financial estimates by securities research analysts; ● conditions in automotive markets; ● changes in the operating performance or market valuations of other automotive companies; ● announcements we or our competitors made of new products, acquisitions, strategic partnerships, joint ventures or capital commitments; 63 Table of Contents ● addition or departure of key personnel; ● fluctuations of exchange rates between RMB and the U.S. dollar; ● litigation, government investigation or other legal or regulatory proceeding; ● release of lock-up and other transfer restrictions on our Class A ordinary shares or ADSs, issuance of ADSs or ordinary shares upon conversion of the convertible notes we issued, or any ordinary shares or sales of additional ADSs; ● any actual or alleged illegal acts of our shareholders or management; ● any share repurchase program; and ● general economic or political conditions in China or elsewhere in the world.
Consequently, we could face the risks of being subject to governmental investigations, orders by the competent authorities for rectification, administrative penalties or other legal proceedings. 53 Table of Contents Currently, we rely on the contractual arrangements with Beijing NIO and its shareholders to hold an ICP license, and separately own the domain names and trademarks in connection with our internet services and operate our website and mobile application through NIO Co., Ltd.
Consequently, we could face the risks of being subject to governmental investigations, orders by the competent authorities for rectification, administrative penalties or other legal proceedings. 53 Table of Contents Currently, we rely on the contractual arrangements with Beijing NIO and its shareholders to hold an ICP license, and separately own the domain names and trademarks in connection with our internet services and operate our website and mobile application mainly through NIO Co., Ltd.
As a result, we cannot assure you that we have all the permits, licenses, registrations, approvals and/or business license covering the sufficient scope of business required for our business or that we will be able to obtain, maintain or renew permits, licenses, registrations, approvals and/or business license covering sufficient scope of business in a timely manner or at all. 54 Table of Contents The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.
As a result, we cannot assure you that we have all the permits, licenses, registrations, approvals and/or business license covering the sufficient scope of business required for our business or that we will be able to obtain, maintain or renew permits, licenses, registrations, approvals and/or business license covering sufficient scope of business in a timely manner or at all. 54 Table of Contents The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs.
Any failure to effectively manage or provide adequate training to our manufacturing workforce and production personnel, as well as attract or retain qualified personnel, may result in delays in production, reduced efficiency, and potential quality issues. 15 Table of Contents Furthermore, we may need to expand or convert our existing manufacturing facilities in the future to ramp up the production of our current and future vehicle models.
Any failure to effectively manage or provide adequate training to our manufacturing workforce and production personnel, as well as attract or retain qualified personnel, may result in delays in production, reduced efficiency, and potential quality issues. 15 Table of Contents Furthermore, we may need to expand, upgrade or convert our existing manufacturing facilities in the future to ramp up the production of our current and future vehicle models.
If third parties improperly obtain and use the personal information of our users, we may be required to expend significant resources to resolve these problems. In December 2022, we were made aware that certain user information and vehicle sales information in China before August 2021 was for sale on the internet by third parties for illegal purposes.
If third parties improperly obtain and use the personal information of our users, we may be required to expend significant resources to resolve these problems. For example, in December 2022, we were made aware that certain user information and vehicle sales information in China before August 2021 was for sale on the internet by third parties for illegal purposes.
Risk Factors — Risks Related to Doing Business in China — The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs”; ● The approval of or the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore listings and capital raising activities.
Risk Factors — Risks Related to Doing Business in China — The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs”; ● The approval of or the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore listings and capital raising activities.
Shaoqing Ren, a vice president of our company, owns 17.76% of the equity interests in Anhui NIO AT. See “Item 4. Information on the Company—C. Organizational Structure—Contractual Agreements with the VIEs and Their Shareholders” for more information. As shareholders of the VIEs, they have conflicts of interest with us.
Shaoqing Ren, a senior vice president of our company, owns 17.76% of the equity interests in Anhui NIO AT. See “Item 4. Information on the Company—C. Organizational Structure—Contractual Agreements with the VIEs and Their Shareholders” for more information. As shareholders of the VIEs, they have conflicts of interest with us.
For example, we are developing new products to cover broader market segments and various core technologies such as assisted and intelligent driving technologies. We cannot assure you that we will be able to successfully execute our strategies and compete successfully against existing or future competitors in these areas.
For example, we are developing new products to cover broader market segments and various core technologies such as assisted and intelligent driving technologies. We cannot assure you that we will be able to successfully execute our strategies or compete effectively against existing or future competitors in these areas.
Demand for our electric vehicles may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes.
Demand for our electric vehicles may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and electricity, and governmental regulations, including tariffs, import regulation and other taxes.
Specifically, any technical failure in the coordination with our Power Swap network partners can disrupt our charging and battery swapping services to users and delay the expansion of our Power Swap network and the adoption of our battery swapping technology. Also, inefficient processes or inadequate workforce training could lead to operational inefficiencies and increased costs.
Any technical failure in the coordination with our Power Swap network partners can disrupt our charging and battery swapping services to users and delay the expansion of our Power Swap network and the adoption of our battery swapping technology. Also, inefficient processes or inadequate workforce training could lead to operational inefficiencies and increased costs.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.” Risks and uncertainties regarding the interpretation and enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs.” Risks and uncertainties regarding the interpretation and enforcement of laws and quickly evolving rules and regulations in China could result in a material adverse change in our operations and the value of our ADSs.
Any lawsuit seeking significant monetary damages may have a material adverse effect on our reputation, business and financial condition. 32 Table of Contents Our vehicles are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business and operating results.
Any lawsuit seeking significant monetary damages may have a material adverse effect on our reputation, business and financial condition. 32 Table of Contents Our vehicles are subject to motor vehicle standards and any failure to satisfy such mandated safety standards would have a material adverse effect on our business and operating results.
If we are unable to raise sufficient funds, we will have to significantly reduce our spending of, delay or cancel some or all of our planned research, development, manufacturing and marketing activities or substantially change our corporate structure, any of which could materially harm our business.
If we are unable to raise sufficient funds, we will have to significantly reduce our spending of, delay or cancel some or all of our planned research and development, manufacturing, marketing or other business activities, or substantially change our corporate structure, any of which could materially harm our business.
As we continue to expand the operations and sales of our smart electric vehicles in international markets, we may face operational issues that could have a material adverse effect on our reputation, business and results of operations, if we fail to address certain factors including, but not limited to, the following: ● lack of acceptance of our products and services, and challenges of localizing our offerings to appeal to local tastes; ● significant capital required for entering into new geographical markets, including cost of promoting our current and future brands in the new markets, building sales and services networks and power infrastructures; ● failure to obtain or maintain required permits and certifications for our products or services in these markets; ● failure to conform our products to regulatory and safety requirements and charging and other electric infrastructures; ● difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which we offer or plan to offer our products and services; ● failure to provide consistent high-quality customer service and support in these markets; ● failure to attract and retain capable personnel with international perspectives who can effectively manage and operate local businesses; ● challenges in identifying appropriate local business partners and establishing and maintaining good working relationships with them; ● failure to obtain, maintain or enforce our intellectual property rights; ● availability, reliability and security of international payment systems and logistics infrastructure; 21 Table of Contents ● challenges of maintaining efficient and consolidated internal systems, including technology infrastructure, and of achieving customization and integration of these systems with the other parts of our technology platform; ● challenges in replicating or adapting our company policies and procedures to operating environments different from that of China; ● failure to develop appropriate risk management and internal control structures tailored to overseas operations; ● national security policies that restrict our ability to utilize technologies that are deemed by local governmental regulators to pose a threat to their national security; ● compliance with privacy laws and data security laws and compliance costs across different legal systems; ● heightened restrictions and barriers on the transfer of data and streamlined supply chain among different jurisdictions; ● differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions related compliance obligations and consequences of non-compliance, and any new developments in these areas; ● challenges in the implementation of BaaS and other innovative business models in countries and regions outside of China; ● exchange rate fluctuations; and ● political instability and general economic or political conditions in particular countries or regions, including territorial or trade disputes, war and terrorism.
As we continue to expand the operations and sales of our smart electric vehicles in international markets, we may face operational issues that could have a material adverse effect on our reputation, business and results of operations, if we fail to address certain factors including, but not limited to, the following: ● lack of acceptance of our products and services, and challenges of localizing our offerings to appeal to local tastes; ● significant capital required for entering into new geographical markets, including cost of promoting our current and future brands in the new markets, building sales and services networks and power infrastructures; ● failure to obtain or maintain required permits and certifications for our products or services in these markets; ● failure to conform our products to regulatory and safety requirements and charging and other electric infrastructures; ● difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which we offer or plan to offer our products and services; ● failure to provide consistent high-quality customer service and support in these markets; ● failure to attract and retain capable personnel with international perspectives who can effectively manage and operate local businesses; ● challenges in identifying appropriate local business partners and establishing and maintaining good working relationships with them; ● local business partners’ ability to effectively market and sell our vehicles and address other business or financial issues; ● failure to obtain, maintain or enforce our intellectual property rights; ● availability, reliability and security of international payment systems and logistics infrastructure; 23 Table of Contents ● challenges of maintaining efficient and consolidated internal systems, including technology infrastructure, and of achieving customization and integration of these systems with the other parts of our technology platform; ● challenges in replicating or adapting our company policies and procedures to operating environments different from that of China; ● failure to develop appropriate risk management and internal control structures tailored to overseas operations; ● national security policies that restrict our ability to utilize technologies that are deemed by local governmental regulators to pose a threat to their national security; ● compliance with privacy laws and data security laws and compliance costs across different legal systems; ● heightened restrictions and barriers on the transfer of data and streamlined supply chain among different jurisdictions; ● differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions related compliance obligations and consequences of non-compliance, and any new developments in these areas; ● challenges in the implementation of BaaS and other innovative business models in countries and regions outside of China; ● exchange rate fluctuations; and ● political instability and general economic or political conditions in particular countries or regions, including territorial or trade disputes, war and terrorism.
We use our vehicles’ electronic systems to log information about each vehicle’s use, such as charge time, battery usage, mileage and driving behavior, in order to aid us in vehicle diagnostics, repair and maintenance, as well as to help us optimize the driving and riding experience.
We may use our vehicles’ electronic systems to log information about each vehicle’s use, such as charge time, battery usage, mileage and driving behavior, in order to aid us in vehicle diagnostics, repair and maintenance, as well as to help us optimize the driving and riding experience.
Our operating results could also suffer if we do not achieve revenue consistent with our expectations for this seasonal demand because many of our expenses are based on anticipated levels of annual revenue. 33 Table of Contents We also expect our period-to-period operating results to vary based on our operating costs which may increase in future periods as we, among other things, design, develop and manufacture our electric vehicles, research and develop core technologies, build and equip new manufacturing facilities, develop our power network, expand our sales and service network, and increase our sales and marketing activities to support our operations.
Our operating results could also suffer if we do not achieve revenue consistent with our expectations for this seasonal demand because many of our expenses are based on anticipated levels of annual revenue. 33 Table of Contents We also expect our period-to-period operating results to vary based on our operating costs which may increase in future periods as we, among other things, design, develop and manufacture our electric vehicles, invest in research and development of core technologies, build and equip new manufacturing facilities, develop our power network, expand our sales and service network, and increase our sales and marketing activities to support our operations.
Factors beyond our control, such as changes in general economic conditions, market liquidity, asset values, and the performance of the companies we invested in, can lead to adverse changes in the estimates we use, thereby adversely affecting the fair value of our investments.
Factors beyond our control, such as changes in general economic conditions, market volatility and liquidity, asset values, and the performance of the companies we invested in, can lead to adverse changes in the estimates we use, thereby adversely affecting the fair value of our investments.
Even if we are able to keep pace with changes in technology and develop new models, our prior models could become obsolete more quickly than expected, potentially reducing our return on investment. 25 Table of Contents Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate.
Even if we are able to keep pace with changes in technology and develop new models, our prior models could become obsolete more quickly than expected, potentially reducing our return on investment. 24 Table of Contents Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate.
We have identified the risk characteristics of our customers and the related receivables, prepayments, deposits and other receivables which include size, type of the services or the products we provide, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools.
We have identified the risk characteristics of our customers and the related receivables, deposits and other receivables which include size, type of the services or the products we provide, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in the Chinese mainland and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in the Chinese mainland and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in the Chinese mainland and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
Any of the foregoing could materially and adversely affect our business, results of operations, financial condition and prospects. Our current or future vehicles may not perform in line with customer expectations. Our current or future vehicles may not perform in line with customers’ expectations.
Any of the foregoing could materially and adversely affect our business, results of operations, financial condition and prospects. Our current or future vehicles may not perform in line with customer expectations. Our current or future vehicles may not perform in line with customer expectations.
In particular, various factors will be taken into consideration by the Company in relation to the circumstances under which it may be considered not desirable or viable for the shares to remain listed on a certain stock exchange, such as the then regulatory environment of the listing venue, whether the additional compliance burden arisen by remaining listed in a particular stock exchange will be unduly burdensome for the Company to further its interest, realize its vision or implementing certain business plans.
In particular, various factors will be taken into consideration by the Company in relation to the circumstances under which it may be considered not desirable or viable for the shares to remain listed on a certain stock exchange, such as the then regulatory environment of the listing venue, whether the additional compliance burden arisen by remaining listed in a particular stock exchange will be unduly burdensome for the Company to further its interest, realize its vision or implement certain business plans.
Although such servicing partners may have experience in servicing other vehicles, we and such partners have very limited experience in servicing our vehicles. Servicing electric vehicles is different from servicing ICE vehicles and requires specialized skills, including high voltage training and servicing techniques.
Although such servicing partners may have experience in servicing other vehicles, we and such partners have limited experience in servicing our vehicles. Servicing electric vehicles is different from servicing ICE vehicles and requires specialized skills, including high voltage training and servicing techniques.
In connection with the NIO China Series B Investment, we entered into a new shareholders agreement, or the NIO China Series B Shareholders Agreement, with the NIO China Series B Strategic Investors and the other existing shareholders of NIO China, which we collectively referred to as NIO China Strategic Investors.
In connection with the NIO China Series B Investment, we entered into a shareholders agreement, or the NIO China Series B Shareholders Agreement with the NIO China Series B Investors and the other existing shareholders of NIO China, which we collectively referred to as NIO China Strategic Investors.
Furthermore, if 55% or more of the total worldwide trading volume, by dollar value, of our Class A ordinary shares and ADSs over our most recent fiscal year takes place on the Hong Kong Stock Exchange, the Hong Kong Stock Exchange will regard us as having a dual primary listing in Hong Kong and we will no longer enjoy certain exemptions or waivers from strict compliance with the 62 Table of Contents requirements under the Hong Kong Listing Rules, the Codes on Takeovers and Mergers and Shares Buy-backs and the Securities and Futures Ordinance, which could result in us having to amend our corporate structure, articles of association and corporate governance policies to comply with the applicable Hong Kong Listing Rules and we may incur of incremental compliance costs.
Furthermore, if 55% or more of the total worldwide trading volume, by dollar value, of our Class A ordinary shares and ADSs over our most recent fiscal year takes place on the Hong Kong Stock Exchange, the Hong Kong Stock Exchange will regard us as having a dual primary listing in Hong Kong and we will no longer enjoy certain exemptions or waivers from strict compliance with the requirements under the Hong Kong Listing Rules, the Codes on Takeovers and Mergers and Shares Buy-backs and the Securities and Futures Ordinance, which could result in us having to amend our corporate structure, articles of association and corporate governance policies to comply with the applicable Hong Kong Listing Rules and we may incur of incremental compliance costs.
If it fails in delivering smooth and stable operations, we will suffer from negative customer reviews and even returns of products or services and our reputation may be materially and adversely affected. 19 Table of Contents Additionally, given that we generate a portion of our total revenues from sales of battery and provision of service to the Battery Asset Company, our results of operations and financial performance will be negatively affected if the Battery Asset Company fails to operate smoothly.
If it fails in delivering smooth and stable operations, we will suffer from negative customer reviews and even returns of products or services and our reputation may be materially and adversely affected. 21 Table of Contents Additionally, given that we generate a portion of our total revenues from sales of battery and provision of service to the Battery Asset Company, our results of operations and financial performance will be negatively affected if the Battery Asset Company fails to operate smoothly.
Our ability to successfully compete in our industry is fundamental to our future success in existing and new markets and in growing our market share. There can be no assurance that we will be able to compete successfully in our markets.
Our ability to successfully compete is fundamental to our future success in existing and new markets and in growing our market share. There can be no assurance that we will be able to compete successfully.
For example, fuel which is abundant and relatively inexpensive in China, such as compressed natural gas, may emerge as consumers’ preferred alternative to petroleum based propulsion. Any of our failure to successfully react to changes in existing technologies could materially harm our competitive position and growth prospects. We may be unable to adequately control the costs associated with our operations.
For example, fuel which is abundant and relatively inexpensive in China, such as compressed natural gas, may emerge as consumers’ preferred alternative to petroleum based propulsion. Any of our failure to successfully react to changes in existing technologies could materially harm our competitive position and growth prospects. We may be unable to effectively control the costs associated with our operations.
There are also other conditions for enjoying the reduced withholding tax rate according to other tax rules and regulations. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation—PRC.” As of December 31, 2024, most of our subsidiaries and the VIEs located in the PRC reported accumulated loss and therefore they had no retained earnings for offshore distribution.
There are also other conditions for enjoying the reduced withholding tax rate according to other tax rules and regulations. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation—PRC.” As of December 31, 2025, most of our subsidiaries and the VIEs located in the PRC reported accumulated loss and therefore they had no retained earnings for offshore distribution.
Each of our vehicle models uses a great amount of purchased parts from suppliers, many of whom are currently our single source suppliers for these components, and we expect that this will be similar for any future vehicle we may produce. The supply chain exposes us to multiple potential sources of delivery failure or component shortages.
Each of our vehicle models uses a great amount of purchased parts from suppliers, many of whom are currently our single source suppliers for these components, and we expect that this will be similar for any future vehicle we may produce. The supply chain exposes us to multiple potential sources of price fluctuation, delivery failure or component shortages.
Currently, Beijing NIO, Anhui NIO AT, and Anhui NIO DT, taking into account all of their respective business with or without foreign investment restrictions under PRC laws, contributed insignificantly to our total revenues in 2022, 2023 and 2024. As of December 31, 2022, 2023 and 2024, the consolidated VIEs did not have significant operations or any material assets or liabilities.
Currently, Beijing NIO, Anhui NIO AT, and Anhui NIO DT, taking into account all of their respective business with or without foreign investment restrictions under PRC laws, contributed insignificantly to our total revenues in 2023, 2024 and 2025. As of December 31, 2023, 2024 and 2025, the consolidated VIEs did not have significant operations or any material assets or liabilities.
Reservations for our vehicles are subject to cancellation by the customer until delivery of the vehicle. We have experienced cancellations in the past. While we require a deposit of less than 2.0% of the manufacturer’s suggested retail price, such deposit becomes non-refundable after a certain period of time upon which the reservation will be automatically confirmed.
Reservations for our vehicles are subject to cancellation by the customer until delivery of the vehicle. We have experienced cancellations in the past. While we require a deposit of less than 3.0% of the manufacturer’s suggested retail price, such deposit becomes non-refundable after a certain period of time upon which the reservation will be automatically confirmed.
If it were determined, however, that we do not own the VIEs for U.S. federal income tax purposes, we may be treated as a PFIC for the current taxable year and any subsequent taxable year. 66 Table of Contents Assuming that we are the owner of the VIEs for U.S. federal income tax purposes, and based upon our current and expected income and assets, we do not believe that we were a PFIC for the taxable year ended December 31, 2024.
If it were determined, however, that we do not own the VIEs for U.S. federal income tax purposes, we may be treated as a PFIC for the current taxable year and any subsequent taxable year. 66 Table of Contents Assuming that we are the owner of the VIEs for U.S. federal income tax purposes, and based upon our current and expected income and assets, we do not believe that we were a PFIC for the taxable year ended December 31, 2025.
Significant capital and other resources may be required to protect against data security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities are increasingly sophisticated and constantly evolving.
Significant capital and other resources may be required to protect against data security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as the methods used by hackers and others engaged in cyber criminal activities are increasingly sophisticated and constantly evolving.
Moreover, we will be competing with companies with well established distribution channels. Our success will depend in large part on our ability to effectively develop our own sales channels and marketing strategies. Implementing our business model is subject to numerous significant challenges, including obtaining permits and approvals from government authorities, and we may not be successful in addressing these challenges.
Moreover, we compete with companies with well established distribution channels. Our success will depend in large part on our ability to effectively develop our own sales channels and marketing strategies. Implementing our business model is subject to numerous significant challenges, including obtaining permits and approvals from government authorities, and we may not be successful in addressing these challenges.
If we do not develop and maintain a strong brand image, our business, prospects, financial condition and operating results will be materially and adversely impacted. Additionally, we have adopted a multi-brand operating strategy, launching two new electric vehicle brands in 2024, positioned and priced in a manner that varies from our “NIO” brand and our current vehicle models.
If we do not develop and maintain a strong brand image, our business, prospects, financial condition and operating results will be materially and adversely impacted. Additionally, we have adopted a multi-brand operating strategy, launching two new electric vehicle brands in 2024, positioned and priced in a manner that varies from our “NIO” brand and its vehicle models.
Such recalls, whether voluntary or involuntary or caused by systems or components that we or our suppliers engineered or manufactured, could involve significant expense and could adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations. The long-term viability of our distribution model is unproven.
Such recalls, whether voluntary or involuntary or caused by systems or components that we or our suppliers engineered or manufactured, could involve significant expenses and could adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations. The long-term viability of our distribution model is unproven.
This model of vehicle distribution subjects us to substantial risk as it requires, in the aggregate, significant expenditures and provides for slower expansion and less coverage of our distribution and sales systems than may be possible by utilizing the traditional dealer franchise system commonly applied for the sales of ICE vehicles and other EV companies.
This model of vehicle distribution subjects us to substantial risks as it requires, in the aggregate, significant expenditures and provides for slower expansion and less coverage of our distribution and sales systems than may be possible by utilizing the traditional dealer franchise system commonly applied for the sales of ICE vehicles and other EV companies.
Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
Our auditor, the independent registered public accounting firm that issued the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
As the BaaS user base is expanding, if an increased number of default occurs, our results of operations and financial performance will be negatively affected. As of December 31, 2024, the guarantee liability we provided to Battery Asset Company was immaterial. Reservations for our vehicles are subject to cancellation.
As the BaaS user base is expanding, if an increased number of default occurs, our results of operations and financial performance will be negatively affected. As of December 31, 2025, the guarantee liability we provided to Battery Asset Company was immaterial. Reservations for our vehicles are subject to cancellation.
Our users may object to the use of this data, which may hinder our capabilities in conducting our business. We also transmit and store certain confidential and private information of our vehicle buyers, including certain personal information such as names, accounts, user IDs and passwords, and payment or transaction related information.
Our users may object to the use of this data, which may hinder our capabilities in conducting our business and improving our vehicles. We also transmit and store certain confidential and private information of our vehicle buyers, including certain personal information such as names, accounts, user IDs and passwords, and payment or transaction related information.
Taxation.” As of December 31, 2022, 2023 and 2024 and for the years ended December 31, 2022, 2023 and 2024, none of Beijing NIO, Anhui NIO AT and Anhui NIO DT had significant operations or any material assets or liabilities. As a result, the financial information related to the consolidated VIEs were insignificant to our consolidated financial statements.
Taxation.” As of December 31, 2023, 2024 and 2025 and for the years ended December 31, 2023, 2024 and 2025, none of Beijing NIO, Anhui NIO AT and Anhui NIO DT had significant operations or any material assets or liabilities. As a result, the financial information related to the consolidated VIEs were insignificant to our consolidated financial statements.
Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects. 20 Table of Contents We may face challenges in expanding our business and operations internationally and our ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks.
Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects. 22 Table of Contents We may face challenges in expanding our business and operations internationally and our ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks.
Each of Bin Li and Lihong Qin is also a director and executive officer of our company, and Shaoqing Ren is a vice president of our company.
Each of Bin Li and Lihong Qin is also a director and executive officer of our company, and Shaoqing Ren is a senior vice president of our company.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, such withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC enterprise.
Pursuant to the Arrangement between the Chinese Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, such withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC enterprise.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed the Chinese mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed the Chinese mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
As of December 31, 2024, most of our PRC subsidiaries and the VIEs had not made appropriations to statutory reserves as our PRC subsidiaries and the VIEs reported accumulated loss. For a detailed discussion of applicable PRC regulations governing distribution of dividends, see “Item 4. Information on the Company—B.
As of December 31, 2025, most of our PRC subsidiaries and the VIEs had not made appropriations to statutory reserves as most of our PRC subsidiaries and the VIEs reported accumulated loss. For a detailed discussion of applicable PRC regulations governing distribution of dividends, see “Item 4. Information on the Company—B.
For example, the Shanghai government has offered exemptions from license plate restrictions for new energy vehicles in recent years, most recently extending the exemption for NEVs until the end of 2025. If the Shanghai government stops offering such exemptions, our sales in Shanghai could be adversely affected.
For example, the Shanghai government has offered exemptions from license plate restrictions for new energy vehicles in recent years, most recently extending the exemption for NEVs until the end of 2026. If the Shanghai government stops offering such exemptions, our sales in Shanghai could be adversely affected.
We are subject to risks related to customer credit. We offer auto financing arrangements to users directly through our subsidiaries. Under the financing arrangements we typically receive a small portion of the total vehicle purchase price at the commencement of the financing term, followed by a stream of payments over the financing term.
We are subject to risks related to user credit. We offer auto financing arrangements to users directly through our subsidiaries. Under the financing arrangements we typically receive a small portion of the total vehicle purchase price at the commencement of the financing term, followed by a stream of payments over the financing term.
Under the Previous Hefei Agreements, the Hefei Strategic Investors agreed to invest an aggregate of RMB7 billion in cash into NIO Holding Co., Ltd. (previously known as NIO (Anhui) Holding Co., Ltd.), or NIO China, a legal entity that we wholly owned pre-investment.
Under the NIO China Series A Agreements, the Hefei Strategic Investors agreed to invest an aggregate of RMB7 billion in cash into NIO Holding Co., Ltd. (previously known as NIO (Anhui) Holding Co., Ltd.), or NIO China, a legal entity that we wholly owned pre-investment.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD. 69 Table of Contents We are required to file an annual report on Form 20-F within four months of the end of each fiscal year.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act regulating the liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD. 69 Table of Contents We are required to file an annual report on Form 20-F within four months of the end of each fiscal year.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in the Chinese mainland and Hong Kong, including our auditor.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that determination.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in the Chinese mainland and Hong Kong and our auditor was subject to that determination.
We cannot predict whether or for how long we will be able to obtain such approval or filing; 11 Table of Contents ● We may be adversely affected by the complexity, uncertainties and changes in PRC regulations on internet-related business, automotive businesses and other business carried out by our PRC subsidiaries and the VIEs; ● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections; and ● Our ADSs may be prohibited from being traded in the United States under the HFCAA in the future if the PCAOB determines that it is unable to inspect or investigate completely auditor located in China.
We cannot predict whether we can or how long it will take us to obtain such approval or filing; 11 Table of Contents ● We may be adversely affected by the complexity, uncertainties and changes in PRC regulations on internet-related business, automotive businesses and other business carried out by our PRC subsidiaries and the VIEs; ● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections; and ● Our ADSs may be prohibited from being traded in the United States under the HFCAA in the future if the PCAOB determines that it is unable to inspect or investigate completely auditors located in China.
For example, the European Union adopted the European Union General Data Protection Regulation, which took effect on May 25, 2018.
For example, the European Union adopted the European Union General Data Protection Regulation (GDPR) which took effect on May 25, 2018.
Subsequently from April to June 2020, we entered into definitive agreements, as amended and supplemented, or the Previous Hefei Agreements, for investments in NIO China with a group of investors, which we refer to as the Hefei Strategic Investors in this annual report.
Subsequently from April to June 2020, we entered into definitive agreements, as amended and supplemented, or the NIO China Series A Agreements, for investments in NIO China with a group of investors, which we refer to as the Hefei Strategic Investors in this annual report.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government deems that our VIE arrangements do not comply with PRC laws, or if these PRC laws change, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government deems that our VIE arrangements do not comply with PRC laws, or if these PRC laws change, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” 6 Table of Contents PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Any delay in production ramp-up of our current vehicle models, or in the development, manufacture, launch and production ramp-up of our future vehicle models, including in the build-out of the manufacturing facilities in China for these models or due to any other factors, or in refreshing or performing facelifts to existing models, could subject us to customer complaints and materially and adversely affect our reputation, demand for our vehicles, results of operations and growth prospects.
Any delays in production ramp-up of our current vehicle models, or in the development, manufacturing, launch and production ramp-up of our future vehicle models, including in the build-out of the manufacturing facilities in China for these models or due to any other factors, or in refreshing or performing facelifts to existing models, could subject us to customer complaints and materially and adversely affect our reputation, demand for our vehicles, results of operations and growth prospects.
This concentrated control will limit the ability of the holders of our Class A ordinary shares and ADSs to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transaction, which 64 Table of Contents could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price.
This concentrated control will limit the ability of the holders of our Class A ordinary shares and ADSs to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transaction, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price.
The auditor is located in mainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022. As a result, we and investors in the ADSs were deprived of the benefits of such PCAOB inspections.
The auditor is located in the Chinese mainland, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022. As a result, we and investors in the ADSs were deprived of the benefits of such PCAOB inspections.
These contractual arrangements enable us to: ● receive the economic benefits that could potentially be significant to the VIEs in consideration for the services provided by our subsidiaries; ● exercise effective control over the VIEs; and 5 Table of Contents ● hold an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law.
These contractual arrangements enable us to: ● receive the economic benefits that could potentially be significant to the VIEs in consideration for the services provided by our subsidiaries; ● exercise effective control over the VIEs; and ● hold an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law.
In addition, a growth in popularity of electric vehicles without a significant expansion in battery production capacity could result in shortages which would result in increased costs in raw materials to us or impact of prospects. Our business is subject to a variety of laws and regulations regarding cybersecurity, privacy, data protection and information security in China and elsewhere.
In addition, a growth in popularity of electric vehicles without a significant expansion in battery production capacity could result in shortages which would result in increased costs in raw materials to us or impact of prospects. 25 Table of Contents Our business is subject to a variety of laws and regulations regarding cybersecurity, privacy, data protection and information security in China and elsewhere.
We cannot predict whether or for how long we will be able to obtain such approval or filing.” 7 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023, signed into law on December 29, 2022, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board (United States), or the PCAOB, for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
We cannot predict whether we can or how long it will take us to obtain such approval or filing.” 7 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023, signed into law on December 29, 2022, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board (United States), or the PCAOB, for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.” 6 Table of Contents Permissions Required from the PRC Authorities for Our Operations Our operations in China are governed by PRC laws and regulations.
For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.” Permissions Required from the PRC Authorities for Our Operations Our operations in China are governed by PRC laws and regulations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeAccording to the Administrative Measures for the Certification of High-Tech Enterprises amended in January 2016, the provincial counterparts of the Ministry of Science and Technology, the Ministry of Finance and the State Taxation Administration jointly determine whether an enterprise is a High-Tech Enterprise considering the ownership of core technology, whether the main technologies underlying the key products or services fall within the officially supported high-tech fields, the proportion of research and development personnel of the total staff, the proportion of research and development expenditure of total revenue, the proportion of high-tech products or services of total revenue, and other factors prescribed. 107 Table of Contents Value-added Tax The Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council on December 13, 1993, took effect on January 1, 1994 and were subsequently amended from time to time; and the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) were promulgated by the Ministry of Finance on December 25, 1993 and subsequently amended on December 15, 2008 and October 28, 2011, or collectively the VAT Law.
Biggest changeAccording to the Administrative Measures for the Certification of High-Tech Enterprises amended in January 2016, the provincial counterparts of the Ministry of Science and Technology, the Ministry of Finance and the State Taxation Administration jointly determine whether an enterprise is a High-Tech Enterprise considering the ownership of core technology, whether the main technologies underlying the key products or services fall within the officially supported high-tech fields, the proportion of research and development personnel of the total staff, the proportion of research and development expenditure of total revenue, the proportion of high-tech products or services of total revenue, and other factors prescribed.
These rules provide that, among other things, (i) in relation to the overseas listing activities of domestic enterprises, the domestic enterprises are required to strictly comply with the requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities; (ii) during the course of an overseas offering and listing, if a domestic enterprise needs to publicly disclose or provide to securities companies, accounting firms or other securities service providers and overseas regulators, any materials that contain state secrets or that have a sensitive impact (i.e., be detrimental to national security or the public interest if divulged), the domestic enterprise should complete the approval/filing and other regulatory procedures; and (iii) working papers produced in the PRC by securities companies and securities service institutions, which provide domestic enterprises with securities services during their overseas issuance and listing, should be stored in the PRC, and the transmission of all such working papers to recipients outside of the PRC is required to be approved by competent authorities of the PRC. 111 Table of Contents C.
These rules provide that, among other things, (i) in relation to the overseas listing activities of domestic enterprises, the domestic enterprises are required to strictly comply with the requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities; (ii) during the course of an overseas offering and listing, if a domestic enterprise needs to publicly disclose or provide to securities companies, accounting firms or other securities service providers and overseas regulators, any materials that contain state secrets or that have a sensitive impact (i.e., be detrimental to national security or the public interest if divulged), the domestic enterprise should complete the approval/filing and other regulatory procedures; and (iii) working papers produced in the PRC by securities companies and securities service institutions, which provide domestic enterprises with securities services during their overseas issuance and listing, should be stored in the PRC, and the transmission of all such working papers to recipients outside of the PRC is required to be approved by competent authorities of the PRC. 110 Table of Contents C.
ONVO, our family-oriented smart electric vehicle brand launched in May 2024, stands for “On Voyage,” and carries the implied meaning of “Happiness on Every Path We Travel With Family” in Chinese, embodies ONVO’s commitment to creating better family life and bringing better brand and product experiences to family users.
ONVO, our family-oriented smart electric vehicle brand launched in May 2024, stands for “On Voyage,” and carries the implied meaning of “Happiness on Every Path We Travel With Family” in Chinese, which embodies ONVO’s commitment to creating better family life and bringing better brand and product experiences to family users.
This catalogue was last repealed by the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version) , or the 2024 Negative List, which was jointly promulgated by the Ministry of Commerce and the NDRC on September 6, 2024 and took effect on November 1, 2024, and the Catalogue of Industries for Encouraging Foreign Investment (2022 Version) , or the 2022 Encouraging Catalogue, which was jointly promulgated by the Ministry of Commerce and the NDRC on October 26, 2022 and took effect on January 1, 2023.
This catalogue was last repealed by the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version) , or the 2024 Negative List, which was jointly promulgated by the Ministry of Commerce and the NDRC on September 6, 2024 and took effect on November 1, 2024, and the Catalogue of Industries for Encouraging Foreign Investment (2025 Version) , or the 2022 Encouraging Catalogue, which was jointly promulgated by the Ministry of Commerce and the NDRC on October 26, 2022 and took effect on January 1, 2023.
Upon the occurrence and during the continuance of an event of default (as defined in the equity pledge agreements), Shanghai NIO shall have the right to require Beijing NIO’s shareholders (i.e., the Registered Shareholders) to immediately pay any amount payable by Beijing NIO under the Exclusive Business Cooperation Agreement, repay any loans and pay any other due payments, and Shanghai NIO shall have the right to exercise all such rights as a secured party under any applicable mainland China law and the equity pledge agreements, including without limitations, being paid in priority with the equity interests based on the monetary valuation that such equity interests are converted into or from the proceeds from auction or sale of the equity interest upon written notice to the Registered Shareholders.
Upon the occurrence and during the continuance of an event of default (as defined in the equity pledge agreements), Shanghai NIO shall have the right to require Beijing NIO’s shareholders (i.e., the Registered Shareholders) to immediately pay any amount payable by Beijing NIO under the Exclusive Business Cooperation Agreement, repay any loans and pay any other due payments, and Shanghai NIO shall have the right to exercise all such rights as a secured party under any applicable Chinese mainland law and the equity pledge agreements, including without limitations, being paid in priority with the equity interests based on the monetary valuation that such equity interests are converted into or from the proceeds from auction or sale of the equity interest upon written notice to the Registered Shareholders.
Under the exclusive option agreement, Shanghai NIO has the rights to require the Registered Shareholders to transfer any or all their equity interests in Beijing NIO to Shanghai NIO and/or a third party designated by it, in whole or in part at any time and from time to time, for considerations equivalent to the respectively outstanding loans owed to the Registered Shareholders (or part of the loan amounts in proportion to the equity interests being transferred) or, if applicable, for a nominal price, unless the government authorities or the mainland China laws request that another amount be used as the purchase price, in which case the purchase price shall be the lowest amount under such request.
Under the exclusive option agreement, Shanghai NIO has the rights to require the Registered Shareholders to transfer any or all their equity interests in Beijing NIO to Shanghai NIO and/or a third party designated by it, in whole or in part at any time and from time to time, for considerations equivalent to the respectively outstanding loans owed to the Registered Shareholders (or part of the loan amounts in proportion to the equity interests being transferred) or, if applicable, for a nominal price, unless the government authorities or the Chinese mainland laws request that another amount be used as the purchase price, in which case the purchase price shall be the lowest amount under such request.
For example, pursuant to the recently issued Implementation Measures on Encouraging Purchase and Use of New Energy Vehicles in Shanghai , which took effect on January 1, 2024 and remain valid until December 31, 2024, local authorities will issue new automobile license plates to qualified purchasers of new energy vehicles without requiring such qualified purchasers to go through certain license-plate bidding processes and to pay license-plate purchase fees as compared with purchasers of ICE vehicles.
For example, pursuant to the recently issued Implementation Measures on Encouraging Purchase and Use of New Energy Vehicles in Shanghai , which took effect on January 1, 2025 and remain valid until December 31, 2025, local authorities will issue new automobile license plates to qualified purchasers of new energy vehicles without requiring such qualified purchasers to go through certain license-plate bidding processes and to pay license-plate purchase fees as compared with purchasers of ICE vehicles.
Brand Apps Our mobile apps for NIO, ONVO and FIREFLY are all designed to serve as a comprehensive portal, which allows users to not only place orders for and configure vehicles, but also to access vehicle control, power and other services, as well as purchase lifestyle products. Most importantly, our apps function as online platforms for our user community.
Brand Apps Our mobile apps for NIO, ONVO and FIREFLY are all designed to serve as a comprehensive portal, which allow users to not only place orders for and configure vehicles, but also to access vehicle control, power and other services, as well as to purchase lifestyle products. Most importantly, our apps function as online platforms for our user community.
Notwithstanding the foregoing, Shanghai NIO may adjust the scope and amount of services fees according to mainland China tax law and tax practices, and Beijing NIO will accept such adjustments. Shanghai NIO shall calculate the service fee on a monthly basis and issue a corresponding invoice to Beijing NIO.
Notwithstanding the foregoing, Shanghai NIO may adjust the scope and amount of services fees according to the Chinese mainland tax law and tax practices, and Beijing NIO will accept such adjustments. Shanghai NIO shall calculate the service fee on a monthly basis and issue a corresponding invoice to Beijing NIO.
Our capabilities have given us greater flexibility to continually improve our current products and launch new products. By integrating these industry-leading technologies, all of our vehicles are designed to provide our users with a relaxing, interactive, intelligent and immersive experience.
Our capabilities have enabled us greater flexibility to continually improve our current products and launch new products. By integrating these industry-leading technologies, all of our vehicles are designed to provide our users with a relaxing, interactive, intelligent, and immersive experience.
We intend to continue to file additional patent applications with respect to our technology. ​ 86 Table of Contents Environmental, Social and Governance Since our inception, we have embraced the vision of Blue Sky Coming. We deeply understand that the smart electric vehicle industry plays a crucial role in driving the green and low-carbon transformation of the economy and society.
We intend to continue to file additional patent applications with respect to our technology. Environmental, Social and Governance Since our inception, we have embraced the vision of Blue Sky Coming. We deeply understand that the smart electric vehicle industry plays a crucial role in driving the green and low-carbon transformation of the economy and society.
A qualified initial public offering refers to NIO China’s shares being directly or indirectly listed on the Shanghai Stock Exchange, the Shenzhen Stock Exchange, or another overseas stock exchange approved by all shareholders of NIO China, through an initial public offering or a material assets restructuring with a listed company. ​ 84 Table of Contents ● Liquidation preference.
A qualified initial public offering refers to NIO China’s shares being directly or indirectly listed on the Shanghai Stock Exchange, the Shenzhen Stock Exchange, or another overseas stock exchange approved by all shareholders of NIO China, through an initial public offering or a material assets restructuring with a listed company. ● Liquidation preference .
Further, on November 30, 2022 and December 12, 2022, we entered into a series of contractual agreements through our respective PRC subsidiaries with each of Anhui NIO AT and Anhui NIO DT, respectively, and their respective shareholders. 112 Table of Contents The following is a summary of the contractual agreements by and among Shanghai NIO, Beijing NIO and the shareholders of Beijing NIO.
Further, on November 30, 2022 and December 12, 2022, we entered into a series of contractual agreements through our respective PRC subsidiaries with each of Anhui NIO AT and Anhui NIO DT, respectively, and their respective shareholders. The following is a summary of the contractual agreements by and among Shanghai NIO, Beijing NIO and the shareholders of Beijing NIO.
We currently offer our products and services in China, Europe, and other markets, and are planning to expand into more global markets to capture the fast-growing EV demand. Under the NIO brand, we introduced the EP9 supercar in 2016, which was the then fastest electric vehicle, setting the Nurburgring Nordschleife all-electric vehicle lap record.
We currently offer our products and services in China, Europe, Southeast Asia, the Middle East and other markets, and are planning to expand into more global markets to capture the fast-growing EV demand. Under the NIO brand, we introduced the EP9 supercar in 2016, which was the then fastest electric vehicle, setting the Nurburgring Nordschleife all-electric vehicle lap record.
Negative NEV credits can be offset by purchasing automotive regulatory credits from other manufacturers or importers. According to these measures, the requirements on the NEV credits shall be considered for the entry approval of passenger vehicle manufacturers and products by the regulators.
Negative NEV credits can be offset by purchasing automotive regulatory credits from other manufacturers or importers. 89 Table of Contents According to these measures, the requirements on the NEV credits shall be considered for the entry approval of passenger vehicle manufacturers and products by the regulators.
For each user under the BaaS model, we sell a battery to the Battery Asset Company, and the user subscribes for the usage of the battery from the Battery Asset Company.
For each user opting for the BaaS model, we sell a battery to the Battery Asset Company, and the user subscribes for the usage of the battery from the Battery Asset Company.
Starting from December 2017, we launched and continually iterated on a succession of well-positioned vehicle models and established a competitive product portfolio, including the ES8 (or the EL8), a six-seater smart electric flagship SUV, the ES7 (or the EL7), a mid-large five-seater smart electric SUV, the ES6 (or the EL6), a five-seater all-round smart electric SUV, the EC7, a five-seater smart electric flagship coupe SUV, the EC6, a five-seater smart electric coupe SUV, the ET9, a smart electric executive flagship, the ET7, a smart electric executive sedan, the ET5, a mid-size smart electric sedan, and the ET5T, a smart electric tourer.
Starting from December 2017, we launched and continually iterated on a succession of well-positioned vehicle models and established a competitive product portfolio, including the ES9, our flagship executive SUV, the ES8 (or the EL8), our flagship premium SUV, the ES7 (or the EL7), our smart electric mid-large SUV, the ES6 (or the EL6), our smart electric all-round SUV, the EC7, our smart electric flagship coupe SUV, the EC6, our smart electric coupe SUV, the ET9, our smart electric executive flagship, the ET7, our smart electric flagship sedan, the ET5, our smart electric mid-size sedan, and the ET5T, our smart electric tourer.
The product categories include clothing and accessories, home and living, consumer electronics, food and beverages. 78 Table of Contents User Points We provide users with points to encourage user engagement and positive user behavior, such as to keep a safe driving record.
The product categories include clothing and accessories, home and living, consumer electronics, food and beverages. User Points We provide users with points to encourage user engagement and positive user behavior, such as to keep a safe driving record.
For the years ended December 31, 2022, 2023 and 2024, we have not made, nor been the subject of, any material insurance claim. 88 Table of Contents Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in China.
For the years ended December 31, 2023, 2024 and 2025, we have not made, nor been the subject of, any material insurance claim. Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in China.
The electric vehicle industry continues to evolve, driven by shifting market demands, supportive policies for new energy vehicles, the expansion of charging infrastructure, and advancements in electric component technologies. As more traditional OEMs and other enterprises with strong financial, engineering, manufacturing, and marketing capabilities enter the market, competition is expected to further intensify.
The electric vehicle industry continues to evolve, driven by shifting market demands, supportive policies for new energy vehicles, the expansion of charging infrastructure, and advancements in electric powertrain, battery and assisted and intelligent driving technologies. As more traditional OEMs and other enterprises with strong financial, engineering, manufacturing, and marketing capabilities enter the market, competition is expected to further intensify.
Risk Factors—Risks Related to Doing Business in China—Increases in labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability.” Employee Stock Incentive Plan Pursuant to the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, which was issued by the SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of a publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with the SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures.
Risk Factors—Risks Related to Doing Business in China—Increases in labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability.” Employee Stock Incentive Plan Pursuant to the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, which was issued by the SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of a publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with the SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures. 109 Table of Contents In addition, the State Taxation Administration has issued certain circulars concerning employee stock options and restricted shares.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company We were founded in November 2014, as Nextev Inc., which was changed to our current name NIO Inc. in July 2017. Significant milestones in our development since 2024 include the following: ● In February 2024, we completed the repurchase right offer relating to the 2026 Notes.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company We were founded in November 2014, as Nextev Inc., which was changed to our current name NIO Inc. in July 2017. Significant milestones in our development since 2025 include the following: ● In January 2025, we completed the repurchase right offer relating to the 2027 Notes.
Pursuant to the NIO China Series B Investment Agreements and the NIO China Series B Supplemental Agreements, the NIO China Series B Strategic Investors agreed to invest an aggregate of RMB3.3 billion in cash to subscribe for newly issued shares of NIO China, and we agreed to invest an aggregate of RMB10 billion in cash to subscribe for newly issued shares of NIO China, which we collectively refer to as the NIO China Series B Investment.
Under the NIO China Series B Agreements, the NIO China Series B Investors agreed to invest an aggregate of RMB3.3 billion in cash to subscribe for newly issued shares of NIO China, and we agreed to inject an aggregate of RMB10 billion in cash to subscribe for newly issued shares of NIO China, which we collectively refer to as the NIO China Series B Investment.
Key competitive factors in the industry include pricing, technological innovation, product design and performance, product quality and safety, service and charging solutions, user experience, and manufacturing efficiency.
Key competitive factors in the industry include brand recognition, product offerings, pricing, technological innovation, product design and performance, product quality and safety, service and charging solutions, user experience, and manufacturing capacity and efficiency.
We and the NIO China Series B Strategic Investors are working towards the completion of the remaining portion of the previously announced investment transaction.
We and the NIO China Series B Strategic Investors are working towards the completion of the remaining portion of the investment.
We are the sponsor of the Formula Student Electric China, a competition event where college students design and race electric racing vehicles, allowing us to nurture the young talent for the future of the automotive industry.
We have been the sponsor of the Formula Student Electric China, a competition event where college students design and race electric racing vehicles, for 11 consecutive years, allowing us to nurture the young talent for the future of the automotive industry.
As of December 31, 2024, we also leased a number of our facilities in various cities in China, mainly facilities we use for user centers, warehouses, power management centers and sales, marketing, manufacture and customer service, with an aggregated floor area of approximately 4,465,197 square meters.
As of December 31, 2025, we also leased a number of our facilities in various cities in China, mainly facilities we use for user centers, warehouses, power management centers and sales, marketing, manufacture and customer service, with an aggregated floor area of approximately 5,985,895 square meters.
Inspired by the concept of creating a mobile living space, providing a caring emotion companion while connecting products, services and community, we have launched the N-Box Enhanced Infotainment Console and the AR display system, bringing immersive experiences and a realistic sense of space to our users.
Inspired by the concept of creating a mobile living space, providing a caring emotion companion while connecting products, services and community, we have launched the AR display system, bringing technologically advanced, immersive and personalized experiences and a realistic sense of space to our users.
As of December 31, 2024, we leased property in North America for our North American headquarters and global software development center and our marketing, light assembly, research and development center with an aggregate floor area of 201,825 square feet; we leased properties in Europe for management, engineering and storage, design headquarters, and sales and marketing with an aggregate floor area of approximately 314,095 square meters. ​ ITEM 4A.
As of December 31, 2025, we leased properties in North America for our North American headquarters and global software development center and our marketing, light assembly, research and development center with an aggregate floor area of 201,825 square feet; we leased properties in Europe for management, engineering and storage, design headquarters, and sales and marketing with an aggregate floor area of approximately 310,659 square meters. ​ ​ 114 Table of Contents ITEM 4A.
Service Service Network We provide servicing through both company-owned and authorized third-party service centers, offering repair, maintenance and bodywork services. As of December 31, 2024, we had 383 service centers worldwide. We also provide high-quality delivery services through delivery centers, which serve as vital hubs in the user experience journey.
Service Network We provide services through both company-owned and authorized third-party service centers, offering repair, maintenance, car beauty and inspection services. As of December 31, 2025, we had 416 service centers worldwide. We also provide high-quality delivery services through delivery centers, which serve as vital hubs in the user experience journey.
We have strategically located our research and development offices in locations where we believe give us access to the best talent. Our global research and development center for production models is located in Shanghai. Our advanced vehicle manufacturing center is located in Anhui. Our global research and development center for software is located in Beijing.
We have strategically established our research and development offices across different countries and regions that we believe give us access to the best talent. Our global research and development center for production models is located in Shanghai. Our advanced vehicle manufacturing center is located in Anhui. Our global research and development center for software is located in Beijing.
In 2024, our factory was designated as a Green Factory by Anhui Province, signifying a high recognition of our contribution to promoting green manufacturing and low-carbon economic development. Moreover, we have initiated a series of activities together with different stakeholders to protect the environment and support the broader community.
In February 2026, our factory was designated as a national Green Factory by the Ministry of Industry and Information Technology, signifying a high recognition of our contribution to promoting green manufacturing and low-carbon economic development. Moreover, we have initiated a series of activities together with different stakeholders to protect the environment and support the broader community.
Once a vehicle is parked at a Power Swap Station and the swap function is activated, the battery is automatically replaced within minutes. Automatic battery and electric system assessments are performed during each swap to enhance safety and reliability.
Power Swap Station All of our vehicles support battery swapping. Once a vehicle is parked at a Power Swap Station and the swap function is activated, the battery is automatically replaced within minutes. Automatic battery and electric drive system health assessments are performed during each swap to enhance safety and reliability.
As of the date of this annual report, the NIO China Series B Strategic Investors have injected an aggregate of RMB2.8 billion in cash into NIO China, while we have injected an aggregate of RMB10 billion in cash into NIO China. As of the date of this annual report, we currently hold 89.0% of controlling equity interest in NIO China.
As of the date of this annual report, the NIO China Series B Strategic Investors have injected an aggregate of RMB2.8 billion in cash into NIO China, while we have injected an aggregate of RMB10 billion in cash into NIO China.
Our manufacturing model has transitioned from joint manufacturing to independent manufacturing. 81 Table of Contents Other Manufacturing We have established our manufacturing facilities in China for the production of electric powertrains and other vehicle parts, with highly automated production lines, advanced manufacturing execution systems and automated guided vehicles.
Our manufacturing model has transitioned from joint manufacturing to independent manufacturing and we have terminated our joint manufacturing agreements with JAC. 82 Table of Contents Other Manufacturing We have established our manufacturing facilities in China for the production of electric drive systems and other vehicle parts, with highly automated production lines and advanced manufacturing execution systems.
Therefore, we could potentially be liable for the full amount of the minimum investment return under the Hefei Investment Agreement and the NIO China Series B Investment Agreements. We maintain effective control over NIO China through our significant shareholdings and corresponding voting rights in NIO China.
Therefore, we could potentially be liable for the full amount of the minimum investment return under the NIO China Series B Shareholders Agreement, as subsequently amended. 84 Table of Contents We maintain effective control over NIO China through our significant shareholdings and corresponding voting rights in NIO China.
Recognizing the importance of environmental, social, and corporate governance, or ESG, and firmly believing in creating sustainable value, we are committed to leveraging our technologies, products, and services to be a force for good in these areas. We have continually enhanced our ESG practice with an unwavering dedication to sustainable development.
Recognizing the importance of environmental, social, and corporate governance, or ESG, and firmly believing in creating sustainable value, we are committed to leveraging our technologies, products, and services to be a force for good in these areas.
US$300.5 million in aggregate principal amount of the 2026 Notes were validly surrendered and not withdrawn prior to the expiration of the repurchase right offer.
US$378.3 million in aggregate principal amount of the 2027 Notes were validly surrendered and not withdrawn prior to the expiration of the repurchase right offer.
On June 19, 2023, the Ministry of Industry and Information Technology, the Ministry of Finance and the State Taxation Administration, jointly promulgated the Announcement on Continuing and Optimizing the Vehicle Purchase Tax Reduction and Exemption Policies for New Energy Vehicles , pursuant to which, the NEVs purchased from January 1, 2024 to December 31, 2025 are eligible for exemption from vehicle purchase tax, with the amount of tax exemption for each new energy passenger vehicle not exceeding RMB30,000; and the vehicle purchase tax on the NEVs purchased from January 1, 2026 to December 31, 2027 shall be reduced by half, with the amount of tax reduction for each new energy passenger vehicle not exceeding RMB15,000.
On June 19, 2023, the Ministry of Industry and Information Technology, the Ministry of Finance and the State Taxation Administration, jointly promulgated the Announcement on Continuing and Optimizing the Vehicle Purchase Tax Reduction and Exemption Policies for New Energy Vehicles , pursuant to which, the NEVs purchased from January 1, 2024 to December 31, 2025 are eligible for exemption from vehicle purchase tax, with the amount of tax exemption for each new energy passenger vehicle not exceeding RMB30,000; and the vehicle purchase tax on the NEVs purchased from January 1, 2026 to December 31, 2027 shall be reduced by half, with the amount of tax reduction for each new energy passenger vehicle not exceeding RMB15,000. 92 Table of Contents Non-imposition of Vehicle and Vessel Tax The Notice on Preferential Vehicle and Vessel Tax Policies for Energy-saving and New-energy Vehicles and Vessels , which was jointly promulgated by the Ministry of Finance, the Ministry of Transport, the State Taxation Administration and the Ministry of Industry and Information Technology on July 10, 2018, clarifies that NEVs are not subject to vehicle and vessel tax.
We may also terminate the Technology License Agreement under certain conditions, including if a company that owns one or more automotive brands and sells vehicles under such brand(s) to the market obtains control of Forseven. Competition The automotive market is highly competitive, and we compete with both NEV and ICE vehicles targeting the mid- to high-end segment.
We may also terminate the technology license agreement under certain conditions, including if a company that owns one or more automotive brands and sells vehicles under such brand(s) to the market obtains control of McLaren Automotive. 85 Table of Contents Competition The automotive market is highly competitive, and we compete with both NEV and ICE vehicles across multiple market segments.
Pursuant to the Administrative Measures on Internet Information Services , promulgated by the State Council in 2000 and amended in 2011, “internet information services” refer to the provision of information through the internet to online users, and are divided into “commercial internet information services” and “non-commercial internet information services.” A commercial ICP service operator must obtain an ICP license before engaging in any commercial ICP service within China, while the ICP license is not required if the operator will only provide internet information on a non-commercial basis. 93 Table of Contents In addition to the regulations and measures above, the provision of commercial internet information services on mobile internet applications are regulated by the Administrative Provisions on Information Services of Mobile Internet Applications , promulgated by the CAC in June 2022, which took effect on August 1, 2022.
Pursuant to the Administrative Measures on Internet Information Services , promulgated by the State Council in 2000 and amended in 2011, “internet information services” refer to the provision of information through the internet to online users, and are divided into “commercial internet information services” and “non-commercial internet information services.” A commercial ICP service operator must obtain an ICP license before engaging in any commercial ICP service within China, while the ICP license is not required if the operator will only provide internet information on a non-commercial basis.
At these centers, we offer users comprehensive support, including vehicle transportation and delivery, pre-delivery inspections, guidance on vehicle features, assistance with vehicle registration and insurance processing. Service Plan We offer service plans on an annual fee basis in certain regions. The service plans offer a combination of insurance and a range of service options.
At these centers, we offer users comprehensive support, including vehicle transportation and delivery, pre-delivery inspections, guidance on vehicle features, assistance with vehicle registration and insurance processing. Service Package We offer service packages on an annual fee basis in certain regions.
According to the NIO China Series B Shareholders Agreement, the current board of directors of NIO China consists of seven members, five of whom are designated by us and serve as directors or executive officers of the Company. The remaining two directors are designated by Jianheng New Energy Fund and Advanced Manufacturing Industry Investment Fund.
According to the NIO China Series B Shareholders Agreement, the current board of directors of NIO China consists of seven members, five of whom are designated by us and serve as directors or executive officers of the Company. The remaining two directors are designated by two of the NIO China Strategic Investors.
On December 29, 2016, the Ministry of Finance, the Ministry of Science and Technology, the Ministry of Industry and Information Technology and the NDRC jointly issued the Circular on Adjusting the Subsidy Policy for the Promotion and Application of New Energy Vehicles , or the Circular on Adjusting the Subsidy Policy, which took effect on January 1, 2017, to adjust the existing subsidy standard for purchases of new energy vehicles.
This circular also provided a preliminary phase-out schedule for the provision of subsidies. 91 Table of Contents On December 29, 2016, the Ministry of Finance, the Ministry of Science and Technology, the Ministry of Industry and Information Technology and the NDRC jointly issued the Circular on Adjusting the Subsidy Policy for the Promotion and Application of New Energy Vehicles , or the Circular on Adjusting the Subsidy Policy, which took effect on January 1, 2017, to adjust the existing subsidy standard for purchases of new energy vehicles.
We agreed to inject our core businesses and assets in China, including vehicle research and development, supply chain, sales and services and NIO Power, collectively referred to as the Asset Consideration, into NIO China.
We agreed to inject our core businesses and assets in China, including vehicle research and development, supply chain, sales and services and NIO Power, collectively referred to as the Asset Consideration, valued at RMB17.77 billion in total, into NIO China, and invest RMB4.26 billion in cash into NIO China.
Pursuant to this circular, a purchaser may purchase a new energy vehicle from a seller by paying the original price minus the subsidy amount, and the seller may obtain the subsidy amount from the government after such new energy vehicle is sold to the purchaser. This circular also provided a preliminary phase-out schedule for the provision of subsidies.
Pursuant to this circular, a purchaser may purchase a new energy vehicle from a seller by paying the original price minus the subsidy amount, and the seller may obtain the subsidy amount from the government after such new energy vehicle is sold to the purchaser.
Power Map In addition to our own swapping and charging network, our users have access to a network of public chargers with real-time availability updates via Power Map in our apps, which consisted of over 1,770,000 publicly accessible charging piles globally as of December 31, 2024.
Users are able to book Power Mobile services in advance through our apps. Power Map In addition to our own swapping and charging network, our users have access to a network of public chargers with real-time availability updates via Power Map in our apps, which consisted of over 2,680,000 publicly accessible charging piles globally as of December 31, 2025.
Physical Stores NIO Houses and NIO Spaces serve as NIO’s offline channels for us to reach out to and serve our users, as well as the offline platforms for the NIO user community. NIO Houses have showroom functions while serving as a clubhouse for our users and their friends. NIO Spaces are mainly showrooms for our brand, vehicles and services.
NIO Houses and NIO Spaces serve as offline channels for us to reach out to and serve our users for NIO and FIREFLY brands, as well as the offline platforms for our user community. NIO Houses have showroom functions while serving as a clubhouse for our users and their friends.
The new energy vehicles subsidy policy was terminated on December 31, 2022. 92 Table of Contents Exemption of Vehicle Purchase Tax On December 26, 2017, the Ministry of Finance, the State Taxation Administration, the Ministry of Industry and Information Technology and the Ministry of Science and Technology jointly issued the Announcement on Exemption of Vehicle Purchase Tax for New Energy Vehicle .
Exemption of Vehicle Purchase Tax On December 26, 2017, the Ministry of Finance, the State Taxation Administration, the Ministry of Industry and Information Technology and the Ministry of Science and Technology jointly issued the Announcement on Exemption of Vehicle Purchase Tax for New Energy Vehicle .
Insurance We maintain various insurance policies required by PRC laws and regulations to safeguard against risks and unexpected events. We consider that the coverage from the insurance policies that we maintain is in line with the industry norm. We do not have any business liability or disruption insurance to cover our operations.
Insurance We maintain various insurance policies required by PRC laws and regulations to safeguard against risks and unexpected events. We consider that the coverage from the insurance policies that we maintain is in line with the industry norm.
In addition, the State Taxation Administration has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax.
Under these circulars, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax.
The exclusive option agreement shall remain effective unless terminated in the event that the entire equity interests held by the Registered Shareholders in Beijing NIO have been transferred to Shanghai NIO or its appointee(s). 113 Table of Contents Equity Pledge Agreements between Shanghai NIO, Registered Shareholders and Beijing NIO Under the equity pledge agreement dated April 12, 2021, entered into between Shanghai NIO, the Registered Shareholders and Beijing NIO, the Registered Shareholders agreed to pledge all their respective equity interests in Beijing NIO that they own, including any interest or dividend paid for the shares, to Shanghai NIO as a security interest to guarantee the performance of contractual obligations and the payment of outstanding debts.
Equity Pledge Agreements between Shanghai NIO, Registered Shareholders and Beijing NIO Under the equity pledge agreement dated April 12, 2021, entered into between Shanghai NIO, the Registered Shareholders and Beijing NIO, the Registered Shareholders agreed to pledge all their respective equity interests in Beijing NIO that they own, including any interest or dividend paid for the shares, to Shanghai NIO as a security interest to guarantee the performance of contractual obligations and the payment of outstanding debts.
According to the Administrative Rules on the Admission of New Energy Vehicle Manufacturers and Products , in order for our vehicles to enter into the Manufacturers and Products Announcement, our vehicles must satisfy certain conditions, including, among others, meeting certain standards set out therein, meeting other safety and technical requirements specified by the Ministry of Industry and Information Technology, and passing inspections conducted by a state-recognized testing institution.
NEVs that have entered into the Manufacturers and Products Announcement are required to undergo regular inspection every three years by the Ministry of Industry and Information Technology so that it may determine whether the vehicles remain qualified to stay in the Manufacturers and Products Announcement. 88 Table of Contents According to the Administrative Rules on the Admission of New Energy Vehicle Manufacturers and Products, in order for our vehicles to enter into the Manufacturers and Products Announcement, our vehicles must satisfy certain conditions, including, among others, meeting certain standards set out therein, meeting other safety and technical requirements specified by the Ministry of Industry and Information Technology, and passing inspections conducted by a state-recognized testing institution.
Regulations on Autonomous Driving On July 27, 2021, the Ministry of Industry and Information Technology, the Ministry of Public Security and the Ministry of Transport issued Administration of Road Testing and Demonstration Application of Intelligent Connected Vehicles (Trial Implementation) , or the Circular No. 97, which took effect on September 1, 2021, and is the primary regulation governing protocol of road testing and demonstration application of intelligent connected vehicles in the PRC.
In addition, the telecommunications enterprises must obtain approval from the Ministry of Industry and Information Technology, or its authorized local counterparts, before launching the value-added telecommunications business in China. 93 Table of Contents Regulations on Autonomous Driving On July 27, 2021, the Ministry of Industry and Information Technology, the Ministry of Public Security and the Ministry of Transport issued Administration of Road Testing and Demonstration Application of Intelligent Connected Vehicles (Trial Implementation) , or the Circular No. 97, which took effect on September 1, 2021, and is the primary regulation governing protocol of road testing and demonstration application of intelligent connected vehicles in the PRC.
In November 2016, the Standing Committee of the National People’s Congress of China promulgated the Cyber Security Law of the PRC , which took effect on June 1, 2017.
In November 2016, the Standing Committee of the National People’s Congress of China promulgated the Cyber Security Law of the PRC , which was amended on October 28, 2025 and took effect on January 1, 2026.
Battery Asset Company In August 2020, we and the Battery Asset Company Investors jointly established the Battery Asset Company. We and the Initial BaaS Investors each invested RMB200 million and held 25% equity interests in the Battery Asset Company at its establishment.
Battery Asset Company In August 2020, we and the Battery Asset Company Investors jointly established the Battery Asset Company. We and the Initial BaaS Investors each invested RMB200 million and held 25% equity interests in the Battery Asset Company at its establishment. Thereafter, the Battery Asset Company entered into agreements with new and existing investors, including us, for additional financing.
In connection with the NIO China Series B Investment, we entered into a new shareholders agreement, as amended and supplemented by the NIO China Series B Supplemental Agreements, or the NIO China Series B Shareholders Agreement, with the NIO China Series B Strategic Investors and the other existing shareholders of NIO China, which we collectively referred to as NIO China Strategic Investors.
We entered into the NIO China Series B Shareholders Agreement with the NIO China Series B Investors and the other existing shareholders of NIO China, which we collectively referred to as NIO China Strategic Investors.
These rules also require that an offshore special vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 110 Table of Contents On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, which took effect on March 31, 2023.
These rules also require that an offshore special vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
The term of each loan commences from the date of the agreement and ends on the date the lender exercises its exclusive call option under the Exclusive Option Agreement, or when certain defined termination events occur, such as if the lender sends a written notice demanding repayment to the borrower, or upon the default of the borrower, whichever is earlier. 114 Table of Contents After the lender exercises his exclusive call option, the borrower may repay the loan by transferring all of its equity interest in Beijing NIO to the lender, or a person or entity nominated by the lender, and use the proceeds of such transfer as repayment of the loan.
The term of each loan commences from the date of the agreement and ends on the date the lender exercises its exclusive call option under the Exclusive Option Agreement, or when certain defined termination events occur, such as if the lender sends a written notice demanding repayment to the borrower, or upon the default of the borrower, whichever is earlier.
Pursuant to the Labor Contract Law, if the employer violates the labor dispatch regulations, the labor administrative department shall order it to make corrections within a prescribed time limit; if it fails to make corrections within the time limit, a fine of more than RMB5,000 but less than RMB10,000 per person will be imposed on the employer. 109 Table of Contents Social Insurance and Housing Fund As required under the Regulation of Insurance for Labor Injury implemented on January 1, 2004 and amended in 2010, the Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, the Decisions on the Establishment of a Unified Program for Old-Aged Pension Insurance of the State Council issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, the Unemployment Insurance Measures promulgated on January 22, 1999 and the Social Insurance Law of the PRC implemented on July 1, 2011 and amended on December 29, 2018, employers are required to provide their employees in the PRC with welfare benefits covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance and medical insurance.
Social Insurance and Housing Fund As required under the Regulation of Insurance for Labor Injury implemented on January 1, 2004 and amended in 2010, the Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, the Decisions on the Establishment of a Unified Program for Old-Aged Pension Insurance of the State Council issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, the Unemployment Insurance Measures promulgated on January 22, 1999 and the Social Insurance Law of the PRC implemented on July 1, 2011 and amended on December 29, 2018, employers are required to provide their employees in the PRC with welfare benefits covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance and medical insurance.
We launched Clean Parks, an ecosystem co-conservation initiative co-initiated with the World Wide Fund for Nature and the United Nations Development Programme. Social Sustainability We are fully committed to being socially responsible and making a positive impact on the society.
Working with the World Wide Fund for Nature and the United Nations Development Programme, we have supported 18 ecosystem co-conservation initiatives across the world by the end of 2025. Social Sustainability We are fully committed to being socially responsible and making a positive impact on the society.
As a vital part of our company, our management and board members contribute their insights into the strategic decision-making process by drawing on their gender perspective and diversified industry and technical background. We also aim to develop a pipeline of potential female successors to the Board to increase the percentage of female Board representatives in the coming years.
As a vital part of our company, our management and board members contribute their insights into the strategic decision-making process by drawing on their gender perspective and diversified industry and technical background.
Dividend Withholding Tax The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.
The Regulations for the Implementation of the Value-Added Tax Law of the PRC , promulgated on December 25, 2025 and effective on January 1, 2026, provides further details on the scope of the tax, applicable tax rate in specific situations, and calculation methods for the amount payable. 107 Table of Contents Dividend Withholding Tax The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.
Power Mobile Through Power Mobile, we provide on-demand charging services through fast charging vans equipped with our proprietary fast-charging technology. This service supplements our battery swapping and charging network, providing users with additional charging flexibility. Users are able to book Power Mobile services in advance through our apps.
We plan to further enhance charging efficiency and expand our charging network to cater to the growing user demand. Power Mobile Through Power Mobile, we provide on-demand charging services through fast charging vans equipped with our proprietary fast-charging technology. This service supplements our battery swapping and charging network, providing users with additional charging flexibility.
After the completion of these transactions, or the NIO China Series A Investment, we held 92.114% controlling equity interests in NIO China. Pursuant to the Previous Hefei Agreements, NIO China established its headquarters in the Hefei Economic and Technological Development Area for its business operation, research and development, sales and services, supply chain and manufacturing functions.
Pursuant to the NIO China Series A Agreements, NIO China established its headquarters in the Hefei Economic and Technological Development Area for its business operation, research and development, sales and services, supply chain and manufacturing functions.
As of December 31, 2024, we had 180 NIO Houses and 433 NIO Spaces in total globally. ONVO Centers and ONVO Spaces serve as ONVO’s offline channels, designed to showcase products, facilitate sales, and foster engagement within the ONVO user community. As of December 31, 2024, we had a total of 300 ONVO Centers and ONVO Spaces in China.
NIO Spaces are mainly showrooms for our brand, vehicles and services. As of December 31, 2025, we had 173 NIO Houses and 393 NIO Spaces in total globally. ONVO Centers and ONVO Spaces serve as ONVO’s offline channels, designed to showcase products, facilitate sales, and foster engagement within the ONVO user community.
To further understand the demands of users and improve our service quality, NIO has set up a multi-dimensional satisfaction survey mechanism. 87 Table of Contents As a member of the United Nations Global Compact, we are committed to fulfilling the standards and requirements of the Universal Declaration of Human Rights and the Declaration of the International Labor Organization on Fundamental Principles and Rights at Work, and have integrated them into internal systems and polices.
As a member of the United Nations Global Compact, we are committed to fulfilling the standards and requirements of the Universal Declaration of Human Rights and the Declaration of the International Labor Organization on Fundamental Principles and Rights at Work, and have integrated them into internal systems and polices.
Automobiles and parts and components must not be sold, exported or used in operating activities until they are certified by designated certification authorities of the PRC as qualified products and granted certification marks. ​ 89 Table of Contents Regulations Relating to Parallel Credits Policy on Vehicle Manufacturers and Importers On September 27, 2017, the Ministry of Industry and Information Technology, the Ministry of Finance, the Ministry of Commerce, the General Administration of Customs of PRC and the State Administration for Market Regulation jointly promulgated the Measures for the Parallel Administration of the Average Fuel Consumption and New Energy Vehicle Credits of Passenger Vehicle Enterprises , which were most recently amended on June 29, 2023 and took effect on August 1, 2023.
Regulations Relating to Parallel Credits Policy on Vehicle Manufacturers and Importers On September 27, 2017, the Ministry of Industry and Information Technology, the Ministry of Finance, the Ministry of Commerce, the General Administration of Customs of PRC and the State Administration for Market Regulation jointly promulgated the Measures for the Parallel Administration of the Average Fuel Consumption and New Energy Vehicle Credits of Passenger Vehicle Enterprises , which were most recently amended on June 29, 2023 and took effect on August 1, 2023.
Unless terminated in accordance with provisions provided therein, the Technology License Agreement will remain valid until the end of production of the Licensed Products (if the license is used for researching, developing, manufacturing, selling, importing and exporting Licensed Products) or the expiration of Forseven’s obligation to provide after-sales services to its users (if the license is used for providing after-sales services).
Unless terminated in accordance with provisions provided therein, the technology license agreement will remain valid until the end of production of McLaren Automotive vehicles that use licensed technologies (if the license is used for such purpose) or the expiration of McLaren Automotive’s obligation to provide after-sales services to its users (if the license is used for such purpose).
The 2022 subsidy standard reduces the base subsidy amount by 30% for each NEV from that for the previous year.
The 2022 subsidy standard reduces the base subsidy amount by 30% for each NEV from that for the previous year. The new energy vehicles subsidy policy was terminated on December 31, 2022.
Our global research and development center for autonomous driving is located in San Jose. Our global design center is located in Munich. Our global research and development center for advanced engineering is located in Oxford.
Our global research and development center for autonomous driving is located in San Jose. Our global design center is located in Munich. Our global research and development center for advanced engineering is located in Oxford. Assisted and Intelligent Driving We believe that assisted and intelligent driving is the core of smart electric vehicles.
The Registered Shareholders have also undertaken that, subject to the laws and regulations, they will return to Shanghai NIO any consideration they receive in the event that Shanghai NIO exercises the options under the exclusive option agreement to acquire the equity interests in Beijing NIO.
Beijing NIO and the Registered Shareholders, and Registered Shareholders, separately, have made a series of covenants and undertakings to ensure that Shanghai NIO retains control over all material respects of the operation and governance of Beijing NIO. 112 Table of Contents The Registered Shareholders have also undertaken that, subject to the laws and regulations, they will return to Shanghai NIO any consideration they receive in the event that Shanghai NIO exercises the options under the exclusive option agreement to acquire the equity interests in Beijing NIO.
On August 20, 2024, we announced the “Power Up Counties” plan to strengthen our charging and swapping network across all county-level administrative divisions in China. This initiative aims to provide a more convenient, efficient and comprehensive charging experience for our users. We have been collaborating with partners across transportation, energy and other sectors to jointly develop charging and swapping infrastructure.
This initiative aims to provide a more convenient, efficient and comprehensive charging experience for our users. We have been collaborating with partners across transportation, energy and other sectors to jointly develop charging and swapping infrastructure.
For enabling a comprehensive supervision of ethics, we set up the reporting mechanism with whistle-blower protection. In addition, we carry out integrity training for all employees every year, and implement standardized management of the performance of their duties.
In addition, we carry out integrity training for all employees every year, and implement standardized management of the performance of their duties.
As of the date of this annual report, we hold 89.0% controlling equity interests and corresponding voting rights in NIO China, and upon completion of the NIO China Series B Investment, we will hold 88.25% of controlling equity interests and corresponding voting rights in NIO China.
As of the date of this annual report, we hold 91.8% controlling equity interests and corresponding voting rights in NIO China.
With the gradual release of certain features of the NAD through NOP+, our generalization capability and collective intelligence capability have seen rapid growth. Currently, NOP+ has been made available for expressways, urban areas, parking and battery swapping, delivering a safer and more relaxing assisted and intelligent driving experience for our users.
With the gradual release of certain features of the NAD through Navigate on Pilot+, or NOP+, NOP+ currently supports scenarios including expressways, urban areas, parking and battery swapping, delivering a safer and more relaxing assisted and intelligent driving experience for our users.
As a responsible company, we serve the long-term value of our business and act with integrity and ethics. We established a comprehensive internal ethics and compliance system and polices to manage our business behavior and prohibit corruption, bribery, extortion, fraud, money laundering, monopoly and unfair competition, and insider trading.
We established a comprehensive internal ethics and compliance system and polices to manage our business behavior and prohibit corruption, bribery, extortion, fraud, money laundering, monopoly and unfair competition, and insider trading. For enabling a comprehensive supervision of ethics, we set up the reporting mechanism with whistle-blower protection.
Loan Agreements between Shanghai NIO and Registered Shareholders Shanghai NIO and the Registered Shareholders entered into a loan agreement dated April 12, 2021, pursuant to which Shanghai NIO agreed to provide loans to the Registered Shareholders, to be used exclusively as investment in Beijing NIO.
Further, the powers of attorney shall remain effective for so long as each shareholder holds an equity interest in Beijing NIO. 113 Table of Contents Loan Agreements between Shanghai NIO and Registered Shareholders Shanghai NIO and the Registered Shareholders entered into a loan agreement dated April 12, 2021, pursuant to which Shanghai NIO agreed to provide loans to the Registered Shareholders, to be used exclusively as investment in Beijing NIO.
In September 2020, February 2021 and September 2021, we, through one of our wholly-owned subsidiaries, purchased from certain Hefei Strategic Investors equity interests in NIO China and subscribed for newly increased registered capital of NIO China to increase our shareholding.
In September 2020, February 2021 and September 2021, we, through one of our wholly-owned subsidiaries, purchased from certain Hefei Strategic Investors equity interests in NIO China and subscribed for newly increased registered capital of NIO China to increase our shareholding. 83 Table of Contents From March to December 2024, we entered into a series of definitive agreements, or the NIO China Series B Agreements, for investments in NIO China with a group of investors whom we refer to as the NIO China Series B Investors.
In addition, pursuant to the NIO China Series B Investment Agreements, we have the right to invest an additional RMB20 billion to subscribe for additional shares in NIO China by December 31, 2025 based on the same price and terms of the NIO China Series B Investment.
In July 2025, pursuant to the NIO China Series B Investment Agreements, we exercised our right to make an additional investment of RMB20 billion in NIO China at the same price and on the same terms of the NIO China Series B Investment.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeKey Line Items Affecting Our Results of Operations Revenues The following table presents our revenue components by amount and as a percentage of the total revenues for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ (in thousands) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle sales 45,506,581 ​ 92.4 49,257,270 ​ 88.6 58,234,086 7,978,037 ​ 88.6 Other sales (1) 3,761,980 ​ 7.6 6,360,663 ​ 11.4 7,497,473 1,027,150 ​ 11.4 Total revenues 49,268,561 ​ 100.0 55,617,933 ​ 100.0 65,731,559 9,005,187 ​ 100.0 Note: (1) Other sales are comprised as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands) Other sales Parts, accessories and after-sales vehicle services ​ 1,228,385 ​ 2.5 ​ 2,337,490 ​ 4.2 ​ 3,324,321 ​ 455,430 ​ 5.1 Provision of power solutions ​ 1,016,094 ​ 2.0 ​ 1,666,346 ​ 3.0 ​ 2,100,553 ​ 287,775 ​ 3.2 Others ​ 1,517,501 ​ 3.1 ​ 2,356,827 ​ 4.2 ​ 2,072,599 ​ 283,945 ​ 3.1 Total 3,761,980 7.6 6,360,663 11.4 7,497,473 1,027,150 11.4 ​ We currently generate revenues from vehicle sales, which represent revenues from sales of new vehicles, and other sales including (a) parts, accessories and after-sales vehicle services, including repair, maintenance, service package, extended warranty services and other vehicle services, (b) provision of power solutions, including sale of charging piles, provision of battery charging and swapping services, battery upgrade services, BaaS battery buy-out services and other power solution services, (c) others, which mainly consist of revenues from sales of used cars, auto financing services, technical services, lifestyle product merchandise, automotive regulatory credits and other products and services.
Biggest changeKey Line Items Affecting Our Results of Operations Revenues The following table presents our revenue components by amount and as a percentage of the total revenues for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle sales 49,257,270 ​ 88.6 58,234,086 ​ 88.6 76,883,876 10,994,248 ​ 87.9 Other sales (1) 6,360,663 ​ 11.4 7,497,473 ​ 11.4 10,603,634 1,516,299 ​ 12.1 Total revenues 55,617,933 ​ 100.0 65,731,559 ​ 100.0 87,487,510 12,510,547 ​ 100.0 Note: (1) Other sales are comprised as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands) Other sales ​ ​ ​ ​ ​ ​ ​ Parts, accessories and after-sales vehicle services ​ 2,337,490 ​ 4.2 ​ 3,324,321 ​ 5.1 ​ 4,174,135 ​ 596,893 ​ 4.8 Provision of power solutions ​ 1,666,346 ​ 3.0 ​ 2,100,553 ​ 3.2 ​ 2,464,441 ​ 352,410 ​ 2.8 Others ​ 2,356,827 ​ 4.2 ​ 2,072,599 ​ 3.1 ​ 3,965,058 ​ 566,996 ​ 4.5 Total 6,360,663 11.4 7,497,473 11.4 10,603,634 1,516,299 12.1 ​ 115 Table of Contents We currently generate revenues from vehicle sales, which represent revenues from sales of new vehicles, and other sales including (a) parts, accessories and after-sales vehicle services, including repair, maintenance, extended warranty services, service package and other vehicle-related services, (b) provision of power solutions, including provision of battery charging and swapping services, sales of charging piles, provision of BaaS-related services and other power solution services, (c) others, which mainly consist of technical services, used car sales, auto financing services, sales of lifestyle product merchandise and other products and services.
Under the PRC Enterprise Income Tax Law, research and development expenses incurred by an enterprise in the course of carrying out research and development activities that have not formed intangible assets and are included in the profit and loss account for the current year.
Under the PRC Enterprise Income Tax Law, research and development expenses incurred by an enterprise in the course of carrying out research and development activities that have not formed intangible assets are included in the profit and loss account for the current year.
The relevant conversion rate for such series of the 2029 Notes and the 2030 Notes is subject to adjustment upon the occurrence of certain events. 125 Table of Contents Holders of the 2029 Notes and 2030 Notes may require us to repurchase all or any portion of their 2029 Notes and 2030 Notes for cash on October 15, 2027, in the case of the 2029 Notes, and October 15, 2028, in the case of 2030 Notes, or in the event of certain fundamental changes, at a repurchase price equal to 100% of the principal amount of the 2029 Notes or the 2030 Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The relevant conversion rate for such series of the 2029 Notes and the 2030 Notes is subject to adjustment upon the occurrence of certain events. 123 Table of Contents Holders of the 2029 Notes and 2030 Notes may require us to repurchase all or any portion of their 2029 Notes and 2030 Notes for cash on October 15, 2027, in the case of the 2029 Notes, and October 15, 2028, in the case of 2030 Notes, or in the event of certain fundamental changes, at a repurchase price equal to 100% of the principal amount of the 2029 Notes or the 2030 Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
We evaluate these estimates on an ongoing basis. 130 Table of Contents We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
We evaluate these estimates on an ongoing basis. 128 Table of Contents We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Financing Activities Net cash provided by financing activities was RMB1,772.5 million (US$242.8 million) in 2024, primarily attributable to proceeds from borrowings from third parties of RMB9,218.9 million and capital injection from redeemable non-controlling interests of RMB3,295.5 million, partially offset by repayments of borrowings from third parties of RMB7,512.8 million and repurchase of convertible senior notes of RMB3,302.2 million.
Net cash provided by financing activities was RMB1,772.5 million in 2024, primarily attributable to proceeds from borrowings from third parties of RMB9,218.9 million and capital injection from redeemable non-controlling interests of RMB3,295.5 million, partially offset by repayments of borrowings from third parties of RMB7,512.8 million and repurchase of convertible senior notes of RMB3,302.2 million.
We intend to fund our existing and future material cash requirements with our existing cash balance. We will continue to make cash commitments, including capital expenditures, to support the growth of our business. Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, mortgages and charges or guarantees as of December 31, 2024.
We intend to fund our existing and future material cash requirements with our existing cash balance. We will continue to make cash commitments, including capital expenditures, to support the growth of our business. Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, mortgages and charges or guarantees as of December 31, 2025.
Capital Expenditures In 2022, 2023 and 2024, our capital expenditures were mainly used for the acquisition of property, plant and equipment which consisted primarily of charging and battery swap equipment, mold and tooling, production facilities, IT equipment, research and development equipment, leasehold improvements mainly for NIO Houses and NIO Spaces, delivery and servicing centers, Power Swap Stations and laboratories as well as equity investments.
Capital Expenditures In 2023, 2024 and 2025, our capital expenditures were mainly used for the acquisition of property, plant and equipment which consisted primarily of charging and battery swap equipment, mold and tooling, production facilities, IT equipment, research and development equipment, leasehold improvements mainly for NIO Houses and NIO Spaces, delivery and servicing centers, Power Swap Stations and laboratories as well as equity investments.
Therefore, our ability to continue as a going concern is largely dependent on the successful implementation of our management’s business plan to mitigate these adverse conditions, which includes growing our revenue by increasing the sales volume of electric vehicles, maintaining a reasonable working capital turnover rate by managing collection of receivables and settlement of payables, and raising funds from banks under available credit quotas and other sources when needed.
Therefore, our ability to continue as a going concern is largely dependent on the successful implementation of our management’s business plan to mitigate these adverse conditions, which includes growing our revenue by increasing the sales volume of electric vehicles, optimizing our operation efficiency, maintaining a reasonable working capital turnover rate by managing collection of receivables and settlement of payables, and raising funds from banks under available credit quotas and other sources when needed.
As of December 31, 2024, save as disclosed in this section, we did not have any significant bank overdrafts, loans and other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges hire purchase commitments or other outstanding material contingent liabilities.
As of December 31, 2025, save as disclosed in this section, we did not have any significant bank overdrafts, loans and other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges hire purchase commitments or other outstanding material contingent liabilities.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. The VIEs did not have any material assets or liabilities as of December 31, 2024.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. The VIEs did not have any material assets or liabilities as of December 31, 2025.
Recently Issued Accounting Pronouncements For a summary of recently issued accounting pronouncements, see Note 3 to our consolidated financial statements included elsewhere in this annual report. 119 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated.
Recently Issued Accounting Pronouncements For a summary of recently issued accounting pronouncements, see Note 3 to our consolidated financial statements included elsewhere in this annual report. 118 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by 22.2% from RMB12,884.6 million in 2023 to RMB15,741.1 million (US$2,156.5 million) in 2024, primarily due to (i) increased employee compensation expense of RMB1,475.9 million driven by an increase in sales functions personnel, and (ii) increased marketing and promotional expenses of RMB766.4 million due to the increase in sales and marketing activities for new brands and products.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by 22.2% from RMB12,884.6 million in 2023 to RMB15,741.1 million in 2024, primarily due to (i) increased employee compensation expense of RMB1,475.9 million driven by an increase in sales functions personnel, and (ii) increased marketing and promotional expenses of RMB766.4 million due to the increase in sales and marketing activities for new brands and products.
We will continue to make capital expenditures to support the expected growth of our business. 129 Table of Contents Holding Company Structure NIO Inc. is a holding company with no material operations of its own.
We will continue to make capital expenditures to support the expected growth of our business. 127 Table of Contents Holding Company Structure NIO Inc. is a holding company with no material operations of its own.
Research and Development Expenses Research and development expenses decreased by 2.9% from RMB13,431.4 million in 2023 to RMB13,037.3 million (US$1,786.1 million) in 2024, primarily due to decreased design and development costs of RMB457.6 million and decreased personnel costs in research and development functions of RMB169.3 million resulting from different stages of development for new products and technologies, partially offset by the incremental depreciation and amortization expenses of RMB270.3 million.
Research and Development Expenses Research and development expenses decreased by 2.9% from RMB13,431.4 million in 2023 to RMB13,037.3 million in 2024, primarily due to decreased design and development costs of RMB457.6 million and decreased personnel costs in research and development functions of RMB169.3 million resulting from different stages of development for new products and technologies, partially offset by the incremental depreciation and amortization expenses of RMB270.3 million.
Investing Activities Net cash used in investing activities was RMB4,958.5 million (US$679.3 million) in 2024, primarily attributable to purchase of short-term investments of RMB45,957.6 million, and (ii) purchase of property, plant and equipment and intangible assets of RMB9,142.3 million, partially offset by proceeds from maturities of short-term investments of RMB50,413.9 million.
Net cash used in investing activities was RMB4,958.5 million in 2024, primarily attributable to (i) purchase of short-term investments of RMB45,957.6 million, and (ii) purchase of property, plant and equipment and intangible assets of RMB9,142.3 million, partially offset by proceeds from maturities of short-term investments of RMB50,413.9 million.
Interest Expenses Our interest expenses increased from RMB403.5 million in 2023 to RMB798.4 million (US$109.4 million) in 2024, primarily due to the issuance of 2029 Notes and the 2030 Notes in September 2023 and the increased other financing arrangements.
Interest Expenses Our interest expenses increased from RMB403.5 million in 2023 to RMB798.4 million in 2024, primarily due to the issuance of 2029 Notes and the 2030 Notes in September 2023 and the increased other financing arrangements.
As of December 31, 2024, save as disclosed in our consolidated financial statements included elsewhere in this annual report, we did not have significant contingent liabilities.
As of December 31, 2025, save as disclosed in our consolidated financial statements included elsewhere in this annual report, we did not have significant contingent liabilities.
Our operating and finance lease obligations consist of leases in relation to certain manufacturing plant, offices and buildings and other properties for our sales and service network. Our short-term and long-term borrowings represent borrowings with maturity from eleven months to seven years.
Our operating and finance lease obligations consist of leases in relation to certain manufacturing plant, offices and buildings and other properties for our sales and service network. Our short-term and long-term borrowings represent borrowings with maturity from one to seven years.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. 115 Table of Contents A.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A.
Share of Income/(Loss) of Equity Investees We recorded share of loss of equity investees of RMB503.2 million (US$68.9 million) in 2024, as compared to share of income of equity investees of RMB64.4 million in 2023, primarily due to the share of losses recorded from our equity investments measured under equity method in 2024.
Share of Income/(Loss) of Equity Investees We recorded share of loss of equity investees of RMB503.2 million in 2024, as compared to share of income of equity investees of RMB64.4 million in 2023, primarily due to the share of losses recorded from our equity investments measured under equity method in 2024.
We have concluded it is probable that the business plan will be effectively implemented, and our available cash and cash equivalents, restricted cash and short-term investments, cash generated from operating activities and funds from available credit quotas and other sources will be sufficient to support our continuous operations and necessary capital expenditures, and to meet our payment obligations when liabilities fall due within the twelve months from the date of issuance of the consolidated financial statements.
We have assessed the uncertainties as to the successful execution of such business plan and concluded it is probable that the business plan will be effectively implemented, and our available cash and cash equivalents, restricted cash and short-term investments, cash generated from operating activities and funds from available credit quotas and other sources will be sufficient to support our continuous operations and necessary capital expenditures, and to meet our payment obligations when liabilities fall due within the twelve months from the date of issuance of the consolidated financial statements.
Share of Income of Equity Investees Share of income of equity investees primarily consists of our share of the losses, net of shares of gains of our investees in which, as of December 31, 2024, we held 1.0% to 51.0% in related equity interests.
Share of Income/(Loss) of Equity Investees Share of income or loss of equity investees primarily consists of our share of the losses, net of shares of gains of our investees in which, as of December 31, 2025, we held 1.0% to 51.0% in related equity interests.
Based on the outstanding principal amount of the 2026 Notes, the 2027 Notes, the 2029 Notes and the 2030 Notes, and the highest conversion rate under each indenture, the maximum number of ADSs that would be issued in connection with the outstanding convertible notes is approximately 134.5 million.
As of the date of this annual report, based on the outstanding principal amount of the 2027 Notes, the 2029 Notes and the 2030 Notes and the highest conversion rate under each indenture, the maximum number of ADSs that would be issued in connection with the outstanding convertible notes is approximately 134.5 million.
Cost of sales Our cost of sales increased by 12.7% from RMB52,566.1 million in 2023 to RMB59,238.8 million (US$8,115.7 million) in 2024, primarily attributable to (i) an increase in cost of vehicle sales by RMB6,507.0 million, as a result of an increase in vehicle delivery volume by 38.7%, partially offset by lower material cost per vehicle and changes in our product mix, and (ii) an increase in cost of provision of power solutions and parts, accessories and after-sales vehicle services by RMB840.1 million, as a result of higher depreciation and operating cost from the increased investment in our power and service network, partially offset by (iii) the decrease in cost of used car sales of RMB746.4 million, as a result of decreased used car sales volume.
Cost of sales Our cost of sales increased by 12.7% from RMB52,566.1 million in 2023 to RMB59,238.8 million in 2024, primarily attributable to (i) an increase in cost of vehicle sales by RMB6,507.0 million, as a result of an increase in vehicle delivery volume by 38.7%, partially offset by lower material cost per vehicle and changes in our product mix, and (ii) an increase in cost of provision of power solutions and parts, accessories and after-sales vehicle services by RMB840.1 million, as a result of higher depreciation and operating cost from the increased investment in our power and service network, partially offset by (iii) the decrease in cost of used car sales of RMB746.4 million, as a result of decreased used car sales volume. 121 Table of Contents Gross Profit and Gross Margin Our gross profit increased by 112.8% from RMB3,051.8 million in 2023 to RMB6,492.8 million in 2024.
Net Loss As a result of the foregoing, we incurred a net loss of RMB22,401.7 million (US$3,069.0 million) in 2024, representing an increase of 8.1% as compared to a net loss of RMB20,719.8 million in 2023.
Net Loss As a result of the foregoing, we incurred a net loss of RMB22,401.7 million in 2024, representing an increase of 8.1% as compared to a net loss of RMB20,719.8 million in 2023. B.
Our convertible notes that remained outstanding as of December 31, 2024 represented (i) the 2026 Notes with outstanding principal amount of US$912,000 as of December 31, 2024, which will mature in February 2026, (ii) the 2027 Notes with outstanding principal amount of US$378.5 million as of December 31, 2024, which will mature in February 2027, (iii) the 2029 Notes with outstanding principal amount of US$575.0 million as of December 31, 2024, which will mature in October 2029 and (iv) the 2030 Notes with outstanding principal amount of US$575.0 million as of December 31, 2024, which will mature in October 2030.
Our convertible notes that remained outstanding as of December 31, 2025 represented (i) the 2026 Notes with outstanding principal amount of US$912,000 as of December 31, 2025, which have matured in February 2026, (ii) the 2027 Notes with outstanding principal amount of US$213,000 as of December 31, 2025, which will mature in February 2027, (iii) the 2029 Notes with outstanding principal amount of US$575.0 million as of December 31, 2025, which will mature in October 2029 and (iv) the 2030 Notes with outstanding principal amount of US$575.0 million as of December 31, 2025, which will mature in October 2030.
As of December 31, 2024, 79.0% of our cash and cash equivalents and restricted cash (including non-current restricted cash) and short-term investments were denominated in Renminbi and held in PRC and Hong Kong and the other cash and cash equivalents and restricted cash (including non-current restricted cash) and short-term investments were mainly denominated in US$ and held in the PRC, Hong Kong and the United States.
As of December 31, 2025, 97.1% of our cash and cash equivalents and restricted cash (including non-current restricted cash) and short-term investments were denominated in Renminbi and held in PRC and Hong Kong and the other cash and cash equivalents and restricted cash (including non-current restricted cash) and short-term investments were mainly denominated in US$ and held in the PRC, Hong Kong and the United States.
We are also subject to surcharges on value-added tax payments in accordance with PRC law. 118 Table of Contents Dividends paid by our PRC subsidiaries in China to our Hong Kong subsidiaries will be subject to a withholding tax rate of 10%, unless the Hong Kong entity satisfies all the requirements under the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and receives approval from the tax authority.
Dividends paid by our PRC subsidiaries in China to our Hong Kong subsidiaries will be subject to a withholding tax rate of 10%, unless the Hong Kong entity satisfies all the requirements under the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and receives approval from the tax authority.
Hong Kong Subsidiaries incorporated in Hong Kong are subject to 8.25% profit tax on the first HK$2 million taxable income and 16.5% profit tax on the remaining taxable income generated from operations in Hong Kong. There is no withholding tax in Hong Kong on remittance of dividends.
Hong Kong Subsidiaries incorporated in Hong Kong are subject to 8.25% profit tax on the first HK$2 million taxable income and 16.5% profit tax on the remaining taxable income generated from operations in Hong Kong.
Selling, General and Administrative Expenses Our selling, general and administrative expenses mainly include (i) employee compensation, including salaries, benefits and bonuses as well as share-based compensation expenses with respect to our sales, marketing and general corporate staff, (ii) marketing and promotional expenses, which primarily consist of marketing and advertising costs, (iii) rental and related expenses, which primarily consist of rental for physical stores and offices, (iv) professional service expenses, which consist of outsourcing fees primarily relating to legal and human resources and IT functions, design fees paid for physical stores and offices and fees paid to auditors, (v) depreciation and amortization expenses, primarily consisting of depreciation and amortization of leasehold improvements, IT equipment and software, among others, (vi) expenses of low value consumables, primarily consisting of, among others, IT consumables, office supplies, sample fees and IT-system related licenses, (vii) traveling expenses, and (viii) other expenses, which includes telecommunication expenses, utilities and other miscellaneous expenses.
Selling, General and Administrative Expenses Our selling, general and administrative expenses mainly include (i) employee compensation, including salaries, benefits and bonuses as well as share-based compensation expenses with respect to our sales, marketing and general corporate staff, (ii) marketing and promotional expenses, which primarily consist of marketing and advertising costs, (iii) rental and related expenses, which primarily consist of rental for physical stores and offices, (iv) professional service expenses, which consist of outsourcing fees primarily relating to legal and human resources and IT functions, design fees paid for physical stores and offices and fees paid to auditors, (v) depreciation and amortization expenses, primarily consisting of depreciation and amortization of leasehold improvements, IT equipment and software, among others, (vi) expenses of low value consumables, primarily consisting of, among others, IT consumables, office supplies, sample fees and IT-system related licenses, (vii) traveling expenses, and (viii) other expenses, which includes telecommunication expenses, utilities and other miscellaneous expenses. 116 Table of Contents Our selling, general and administrative expenses are significantly affected by the number of our non-research and development employees, marketing and promotion activities and the expansion of our sales and after-sales network, including NIO Houses, NIO Spaces and other leased properties.
PRC Generally, our PRC subsidiaries are subject to enterprise income tax on their taxable income in China at a statutory rate of 25%, except for our certain PRC subsidiaries that are qualified as high and new technology enterprises under the PRC Enterprise Income Tax Law and are eligible for a preferential enterprise income tax rate of 15%.
There is no withholding tax in Hong Kong on remittance of dividends. 117 Table of Contents PRC Generally, our PRC subsidiaries are subject to enterprise income tax on their taxable income in China at a statutory rate of 25%, except for our certain PRC subsidiaries that are qualified as high and new technology enterprises under the PRC Enterprise Income Tax Law and are eligible for a preferential enterprise income tax rate of 15%.
We made capital expenditures of RMB7,251.9 million, RMB14,762.5 million and RMB9,534.7 million (US$1,306.3 million) in 2022, 2023 and 2024, respectively. We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business, and that our level of capital expenditures will be significantly affected by user demand for our products and services.
We made capital expenditures of RMB14,762.5 million, RMB9,534.7 million and RMB6,630.7 million (US$948.2 million) in 2023, 2024 and 2025, respectively. We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business, and that our level of capital expenditures will be significantly affected by user demand for our products and services.
The difference was primarily attributable to (i) non-cash items of RMB6,252.8 million, which primarily consisted of depreciation and amortization of RMB3,378.0 million, share-based compensation expenses of RMB2,369.0 million, amortization of right-of-use assets of RMB1,529.5 million, and (ii) a net increase in changes in operating assets and liabilities by RMB13,085.4 million, which was primarily attributable to an increase in trade and notes payable of RMB4,870.8 million, a decrease in inventory of RMB2,895.5 million, a decrease in other non-current assets of RMB2,600.0 million.
The difference was primarily attributable to (i) non-cash items of RMB6,252.8 million, which primarily consisted of depreciation and amortization of RMB3,378.0 million, share-based compensation expenses of RMB2,369.0 million, amortization of right-of-use assets of RMB1,529.5 million, and (ii) a net increase in changes in operating assets and liabilities by RMB13,085.4 million, which was primarily attributable to an increase in trade and notes payable of RMB4,870.8 million, a decrease in inventory of RMB2,895.5 million, a decrease in other non-current assets of RMB2,600.0 million. ​ 125 Table of Contents Investing Activities Net cash used in investing activities increased by RMB6,501.2 million to RMB11,459.7 million (US$1,638.7 million) in 2025 from RMB4,958.5 million in 2024.
Income Tax (Expense)/Benefit We recorded income tax benefit of RMB22.8 million (US$3.1 million) in 2024, as compared to income tax expense of RMB260.8 million in 2023, primarily due to the reversion of deferred tax liabilities in connection with the fair value change of our equity investments.
Income Tax (Expense)/Benefit We recorded income tax expense of RMB121.9 million (US$17.4 million) in 2025, as compared to income tax benefit of RMB22.8 million in 2024, primarily due to the recognition of deferred tax liabilities in connection with the fair value change of our equity investments.
Other (Loss)/Income, Net We recorded other losses of RMB98.1 million (US$13.4 million) in 2024, compared with other income of RMB155.2 million in 2023, primarily due to an increase in foreign exchange loss of RMB253.2 million from the revaluation impact of overseas Renminbi-related assets as a result of the depreciation of Renminbi against U.S. dollars in 2024.
Other (Loss)/Income, Net We recorded other income of RMB451.0 million (US$64.5 million) in 2025, compared with other losses of RMB98.1 million in 2024, primarily due to an increase in foreign exchange gain of RMB552.7 million from the revaluation impact of overseas Renminbi-related assets as a result of the appreciation of Renminbi against U.S. dollars in 2025.
As of December 31, 2024, we had a total of RMB41,884.9 million (US$5,738.2 million) in cash and cash equivalents, restricted cash (including non-current restricted cash) and short-term investments.
As of December 31, 2025, we had a total of RMB45,864.2 million (US$6,558.5 million) in cash and cash equivalents, restricted cash (including non-current restricted cash) and short-term investments.
Net cash used in investing activities was RMB10,885.4 million in 2023, primarily attributable to (i) purchase of short-term investments of RMB43,899.1 million, and (ii) purchase of property, plant and equipment and intangible assets of RMB14,340.8 million, inclusive of VAT input, partially offset by proceeds from maturities of short-term investments of RMB47,753.6 million. 127 Table of Contents Net cash provided by investing activities was RMB10,385.0 million in 2022, primarily attributable to proceeds from maturities of short-term investments of RMB106,658.2 million, partially offset by (i) purchase of short-term investments of RMB87,631.7 million, (ii) purchase of property, plant and equipment and intangible assets of RMB6,972.9 million, and (iii) purchase of held to maturity debt investments of RMB1,830.0 million.
Net cash used in investing activities was RMB10,885.4 million in 2023, primarily attributable to (i) purchase of short-term investments of RMB43,899.1 million, and (ii) purchase of property, plant and equipment and intangible assets of RMB14,340.8 million, inclusive of VAT input, partially offset by proceeds from maturities of short-term investments of RMB47,753.6 million.
Interest and Investment Income Interest and investment income primarily consists of interest and gain earned on cash deposits, short-term investment and long-term investment. Gain on Extinguishment of Debt Gain on extinguishment of debt consists of gain earned from repurchase of convertible notes. 117 Table of Contents Interest Expense Interest expense consists of interest expense with respect to our indebtedness.
Interest and Investment Income Interest and investment income primarily consists of interest and gain earned on cash deposits, short-term investment and long-term investment. Gain/(Loss) on Extinguishment of Debt Gain or loss on extinguishment of debt consists of gain or loss derived from repurchase of convertible notes.
Vehicle margin is the margin of new vehicle sales, which is calculated based on revenues and cost of sales derived from new vehicle sales only. The decrease of vehicle margin as compared to 2022 was mainly driven by lower average selling price primarily due to changes in product mix.
Vehicle margin is the margin of new vehicle sales, which is calculated based on revenues and cost of sales derived from new vehicle sales only. The increase of vehicle margin as compared to 2024 was mainly driven by decreased material cost per vehicle, which is partially offset by changes in our product mix.
Loss from Operations As a result of the foregoing, we incurred a loss from operations of RMB21,874.1 million (US$2,996.7 million) in 2024, representing a decrease of 3.4% as compared to a loss of RMB22,655.2 million in 2023. 121 Table of Contents Interest and investment income We recorded interest and investment income of RMB853.7 million (US$117.0 million) in 2024, representing a decrease of 61.4% as compared to RMB2,210.0 million in 2023, primarily due to the fair value change of our equity investments.
Interest and investment income We recorded interest and investment income of RMB853.7 million in 2024, representing a decrease of 61.4% as compared to RMB2,210.0 million in 2023, primarily due to the fair value change of our equity investments.
Liquidity and Capital Resources Cash Flows and Working Capital We had net cash used in operating activities of RMB3,866.0 million in 2022, net cash used in operating activities of RMB1,381.5 million in 2023, and net cash used in operating activities of RMB7,849.2 million (US$1,075.3 million) in 2024.
Liquidity and Capital Resources Cash Flows and Working Capital We had net cash used in operating activities of RMB1,381.5 million in 2023, net cash used in operating activities of RMB7,849.2 million in 2024, and net cash provided by operating activities of RMB2,992.6 million (US$427.9 million) in 2025.
We provide premium smart electric vehicles under the NIO brand, family-oriented smart electric vehicles through the ONVO brand, and small smart high-end electric cars with the FIREFLY brand. In 2024, we delivered 221,970 vehicles, including 201,209 vehicles from our premium smart electric vehicle brand NIO, and 20,761 vehicles from our family-oriented smart electric vehicle brand ONVO.
We provide premium smart electric vehicles under the NIO brand, family-oriented smart electric vehicles through the ONVO brand, and small smart high-end electric cars with the FIREFLY brand.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues Our revenues increased by 12.9% from RMB49,268.6 million in 2022 to RMB55,617.9 million in 2023, primarily attributable to (i) an increase of vehicle sales by RMB3,750.7 million, as a result of an increase in vehicle delivery volume by 30.7% mainly due to a more diversified product mix offered to our users, and partially offset by a decrease in the average selling price of our vehicles by 15.7% also mainly due to changes in product mix, (ii) an increase in other revenues by RMB2,655.4 million from sales of parts, accessories and after-sales vehicle services, provision of power solutions and other sales, as a result of continued growth in the number of our users, and partially offset by (iii) the decrease in revenue from sales of automotive regulatory credits by RMB56.7 million mainly due to decreased sales of credits with lower selling prices.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Our revenues increased by 18.2% from RMB55,617.9 million in 2023 to RMB65,731.6 million in 2024, primarily attributable to (i) an increase in vehicle sales by RMB8,976.8 million, as a result of an increase in vehicle delivery volume by 38.7%, partially offset by a decrease in the average selling price of our vehicles mainly due to changes in product mix, and (ii) an increase in other revenues by RMB1,497.1 million from sales of parts, accessories and after-sales vehicle services and provision of power solutions, as a result of continued growth in the number of our users, partially offset by (iii) the decrease in revenue from sales of used cars by RMB587.8 million.
(2) Share-based compensation expenses were allocated in cost of sales and operating expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales 66,914 83,972 71,779 9,834 Research and development expenses 1,323,370 1,517,206 1,296,136 177,570 Selling, general and administrative expenses 905,612 767,863 560,597 76,801 Total 2,295,896 2,369,041 1,928,512 264,205 (3) Other sales mainly consist of revenues from (a) parts, accessories and after-sales vehicle services, including repair, maintenance, service package, extended warranty services and other vehicle services, (b) provision of power solutions, including sale of charging piles, provision of battery charging and swapping services, battery upgrade service, BaaS battery buy-out service and other power solution services, (c) others, which mainly consist of revenues from sales of used cars, auto financing services, technical services, lifestyle product merchandise, automotive regulatory credits and other products and services. 120 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Our revenues increased by 18.2% from RMB55,617.9 million in 2023 to RMB65,731.6 million (US$9,005.2 million) in 2024, primarily attributable to (i) an increase in vehicle sales by RMB8,976.8 million, as a result of an increase in vehicle delivery volume by 38.7%, partially offset by a decrease in the average selling price of our vehicles mainly due to changes in product mix, and (ii) an increase in other revenues by RMB1,497.1 million from sales of parts, accessories and after-sales vehicle services and provision of power solutions, as a result of continued growth in the number of our users, partially offset by (iii) the decrease in revenue from sales of used cars by RMB587.8 million.
(2) Share-based compensation expenses were allocated in cost of sales and operating expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ​ ​ 83,972 ​ ​ ​ 71,779 ​ ​ ​ 57,954 ​ ​ ​ 8,287 Research and development expenses 1,517,206 1,296,136 1,129,859 161,568 Selling, general and administrative expenses 767,863 560,597 602,914 86,216 Total 2,369,041 1,928,512 1,790,727 256,071 (3) Other sales mainly consist of revenues from (a) parts, accessories and after-sales vehicle services, including repair, maintenance, extended warranty services, service package and other vehicle-related services, (b) provision of power solutions, including provision of battery charging and swapping services, sales of charging piles, provision of BaaS-related services and other power solution services, (c) others, which mainly consist of technical services, used car sales, auto financing services, sales of lifestyle product merchandise and other products and services. 119 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues Our revenues increased by 33.1% from RMB65,731.6 million in 2024 to RMB87,487.5 million (US$12,510.5 million) in 2025, primarily attributable to (i) an increase in vehicle sales by RMB18,649.8 million, as a result of an increase in vehicle delivery volume by 46.9% from 221,970 vehicles in 2024 to 326,028 vehicles in 2025, partially offset by a decrease in the average selling price of our vehicles mainly due to changes in product mix.
Out of the total non-collateral based bank credit quotas, RMB7,104.5 million (US$973.3 million), RMB2,537.0 million (US$347.6 million), and RMB330.0 million (US$45.2 million) were used for bank borrowing, issuance of letters of guarantee, and bank’s acceptance notes, respectively.
Out of the total non-collateral based bank credit quotas, RMB2,480.0 million (US$354.6 million), RMB690.0 million (US$98.7 million), and RMB237.0 million (US$33.9 million) were used for bank borrowing, issuance of letters of guarantee, and bank’s acceptance notes, respectively.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 126 Table of Contents The following table sets forth a summary of our cash flows for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ (in thousands) Summary of Consolidated Cash Flow Data: Net cash used in operating activities before movements in working capital ​ (8,116,982) ​ (14,466,984) ​ (11,461,099) ​ (1,570,166) Changes in operating assets and liabilities ​ 4,250,974 ​ 13,085,438 ​ 3,611,931 ​ 494,832 Net cash used in operating activities ​ (3,866,008) (1,381,546) (7,849,168) (1,075,334) Net cash provided by/(used in) investing activities ​ 10,385,017 (10,885,375) (4,958,493) (679,310) Net cash (used in)/provided by financing activities ​ (1,616,384) 27,662,881 1,772,483 242,829 Effects of exchange rate changes on cash, cash equivalents and restricted cash ​ (121,896) 70,254 161,039 22,064 Net increase/(decrease) in cash, cash equivalents and restricted cash ​ 4,780,729 15,466,214 (10,874,139) (1,489,751) Cash, cash equivalents and restricted cash at beginning of the year ​ 18,374,564 23,155,293 38,621,507 5,291,125 Cash, cash equivalents and restricted cash at end of the year ​ 23,155,293 38,621,507 27,747,368 3,801,374 ​ Operating Activities Net cash used in operating activities was RMB7,849.2 million (US$1,075.3 million) in 2024, as compared to a net loss of RMB22,401.7 million.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 124 Table of Contents The following table sets forth a summary of our cash flows for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ (in thousands) Summary of Consolidated Cash Flow Data: ​ ​ ​ ​ Net cash used in operating activities before movements in working capital ​ (14,466,984) ​ (11,461,099) ​ (2,819,656) ​ (403,206) Changes in operating assets and liabilities ​ 13,085,438 ​ 3,611,931 ​ 5,812,268 ​ 831,143 Net cash (used in)/provided by operating activities ​ (1,381,546) (7,849,168) 2,992,612 427,937 Net cash used in investing activities ​ (10,885,375) (4,958,493) (11,459,690) (1,638,714) Net cash provided by financing activities ​ 27,662,881 1,772,483 6,844,360 978,730 Effects of exchange rate changes on cash, cash equivalents and restricted cash ​ 70,254 161,039 (16,256) (2,324) Net increase/(decrease) in cash, cash equivalents and restricted cash ​ 15,466,214 (10,874,139) (1,638,974) (234,371) Cash, cash equivalents and restricted cash at beginning of the year ​ 23,155,293 38,621,507 27,747,368 3,967,821 Cash, cash equivalents and restricted cash at end of the year ​ 38,621,507 27,747,368 26,108,394 3,733,450 ​ Operating Activities Net cash provided by operating activities was RMB2,992.6 million (US$427.9 million) in 2025, as compared to net cash used in operating activities was RMB7,849.2 million in 2024, primarily due to a decrease in net loss excluding non-cash and non-operating items of RMB8,641.4 million and favorable changes in net operating assets and liabilities of RMB2,200.4 million.
As for the extended warranty, given our limited operating history and lack of historical data, we recognize revenue over time based on a straight-line method initially, and will continue monitoring the cost pattern periodically and adjust the revenue recognition pattern to reflect the actual cost pattern as it becomes available with more data. 116 Table of Contents Cost of Sales The following table presents our cost of sales components by amount and as a percentage of our total cost of sales for the period indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands) Cost of Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle sales (39,271,801) ​ 89.0 (44,587,572) ​ 84.8 (51,094,616) (6,999,934) ​ 86.3 Other sales (4,852,767) ​ 11.0 (7,978,565) ​ 15.2 (8,144,181) (1,115,748) ​ 13.7 Total cost of sales (44,124,568) ​ 100.0 (52,566,137) ​ 100.0 (59,238,797) (8,115,682) ​ 100.0 ​ We incur cost of sales in relation to (i) vehicle sales, including parts, materials, processing fee, labor costs, manufacturing cost (including depreciation of assets associated with the production), losses on production related purchase commitments, warranty expenses, and inventory write-downs, and (ii) other sales, including parts, materials, labor costs, vehicle connectivity cost, and depreciation of assets that are associated with sales of service and others.
Cost of Sales The following table presents our cost of sales components by amount and as a percentage of our total cost of sales for the period indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands) Cost of Sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle sales (44,587,572) ​ 84.8 (51,094,616) ​ 86.3 (65,670,810) (9,390,801) ​ 86.9 Other sales (7,978,565) ​ 15.2 (8,144,181) ​ 13.7 (9,900,995) (1,415,823) ​ 13.1 Total cost of sales (52,566,137) ​ 100.0 (59,238,797) ​ 100.0 (75,571,805) (10,806,624) ​ 100.0 ​ We incur cost of sales in relation to (i) vehicle sales, including parts, materials, processing fee, labor costs, manufacturing cost (including depreciation of assets associated with the production), losses on production related purchase commitments, warranty expenses, and inventory write-downs, and (ii) other sales, including parts, materials, labor costs, vehicle connectivity cost, and depreciation of assets that are associated with sales of service and others.
The operating results in any year are not necessarily indicative of the results that may be expected for any future periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ (in thousands) Revenues: (1) Vehicle sales 45,506,581 49,257,270 58,234,086 7,978,037 Other sales (3) 3,761,980 6,360,663 7,497,473 1,027,150 Total revenues 49,268,561 55,617,933 65,731,559 9,005,187 Cost of sales: (2) ​ ​ ​ ​ Vehicle sales (39,271,801) (44,587,572) (51,094,616) (6,999,934) Other sales (4,852,767) (7,978,565) (8,144,181) (1,115,748) Total cost of sales (44,124,568) (52,566,137) (59,238,797) (8,115,682) Gross profit 5,143,993 3,051,796 6,492,762 889,505 Operating expenses: (2) ​ ​ ​ ​ Research and development (2) (10,836,261) (13,431,399) (13,037,304) (1,786,103) Selling, general and administrative (2) (10,537,119) (12,884,556) (15,741,057) (2,156,516) Other operating income, net ​ 588,728 ​ 608,975 ​ 411,526 ​ 56,379 Total operating expenses (20,784,652) (25,706,980) (28,366,835) (3,886,240) Loss from operations (15,640,659) (22,655,184) (21,874,073) (2,996,735) Interest and investment income 1,358,719 2,210,018 853,728 116,960 Interest expenses (333,216) (403,530) (798,363) (109,375) Gain/(loss) on extinguishment of debt ​ 138,332 ​ 170,193 ​ (4,480) ​ (614) Share of income/(loss) of equity investees ​ 377,775 64,394 (503,193) (68,937) Other (loss)/income, net ​ (282,952) 155,191 (98,143) (13,446) Loss before income tax expense ​ (14,382,001) ​ (20,458,918) ​ (22,424,524) ​ (3,072,147) Income tax (expense)/benefit ​ (55,103) ​ (260,835) ​ 22,815 ​ 3,126 Net loss ​ (14,437,104) ​ (20,719,753) ​ (22,401,709) ​ (3,069,021) Other comprehensive income/(loss) ​ ​ ​ ​ ​ ​ ​ ​ Change in unrealized gains/(losses) related to available-for-sale debt securities, net of tax ​ 746,336 ​ (770,560) ​ — ​ — Foreign currency translation adjustment, net of nil tax ​ 717,274 ​ 11,514 ​ 149,668 ​ 20,504 Total other comprehensive income/(loss) ​ 1,463,610 ​ (759,046) ​ 149,668 ​ 20,504 Total comprehensive loss ​ (12,973,494) ​ (21,478,799) ​ (22,252,041) ​ (3,048,517) Accretion on redeemable non-controlling interests to redemption value (279,355) (303,163) (347,516) (47,609) Net loss/(profit) attributable to non-controlling interests ​ 157,014 (124,051) 91,533 12,540 Other comprehensive (income)/loss attributable to non-controlling interests ​ (151,299) 156,026 — — Comprehensive loss attributable to ordinary shareholders of NIO Inc.
The operating results in any year are not necessarily indicative of the results that may be expected for any future periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ RMB RMB RMB US$ ​ (in thousands) Revenues: (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle sales 49,257,270 58,234,086 76,883,876 10,994,248 Other sales (3) 6,360,663 7,497,473 10,603,634 1,516,299 Total revenues 55,617,933 65,731,559 87,487,510 12,510,547 Cost of sales: (2) ​ ​ ​ ​ Vehicle sales (44,587,572) (51,094,616) (65,670,810) (9,390,801) Other sales (7,978,565) (8,144,181) (9,900,995) (1,415,823) Total cost of sales (52,566,137) (59,238,797) (75,571,805) (10,806,624) Gross profit 3,051,796 6,492,762 11,915,705 1,703,923 Operating expenses: (2) ​ ​ ​ ​ Research and development (2) (13,431,399) (13,037,304) (10,604,993) (1,516,494) Selling, general and administrative (2) (12,884,556) (15,741,057) (16,087,747) (2,300,517) Other operating income, net ​ 608,975 ​ 411,526 ​ 735,797 ​ 105,218 Total operating expenses (25,706,980) (28,366,835) (25,956,943) (3,711,793) Loss from operations (22,655,184) (21,874,073) (14,041,238) (2,007,870) Interest and investment income 2,210,018 853,728 761,658 108,916 Interest expenses (403,530) (798,363) (885,248) (126,589) Gain/(loss) on extinguishment of debt ​ 170,193 ​ (4,480) ​ (14,660) ​ (2,096) Share of income/(loss) of equity investees ​ 64,394 (503,193) (1,092,184) (156,180) Other income/ (loss), net ​ 155,191 (98,143) 450,953 64,485 Loss before income tax expense ​ (20,458,918) ​ (22,424,524) ​ (14,820,719) ​ (2,119,334) Income tax (expense)/benefit ​ (260,835) ​ 22,815 ​ (121,882) ​ (17,429) Net loss ​ (20,719,753) ​ (22,401,709) ​ (14,942,601) ​ (2,136,763) Other comprehensive (loss)/income ​ ​ ​ ​ ​ ​ ​ ​ Change in unrealized losses related to available-for-sale debt securities, net of tax ​ (770,560) ​ — ​ — ​ — Foreign currency translation adjustment, net of nil tax ​ 11,514 ​ 149,668 ​ (2,860) ​ (409) Total other comprehensive (loss)/ income ​ (759,046) ​ 149,668 ​ (2,860) ​ (409) Total comprehensive loss ​ (21,478,799) ​ (22,252,041) ​ (14,945,461) ​ (2,137,172) Accretion on redeemable non-controlling interests to redemption value (303,163) (347,516) (609,857) (87,208) Net (profit)/loss attributable to non-controlling interests ​ (124,051) 91,533 (18,220) (2,605) Other comprehensive loss attributable to non-controlling interests ​ 156,026 — — — Comprehensive loss attributable to ordinary shareholders of NIO Inc.
(13,247,134) (21,749,987) (22,508,024) (3,083,586) Notes: (1) We currently generate revenues from vehicle sales and other sales.
(21,749,987) (22,508,024) (15,573,538) (2,226,985) Notes: (1) We currently generate revenues from vehicle sales and other sales.
Loss from Operations As a result of the foregoing, we incurred a loss from operations of RMB22,655.2 million in 2023, representing an increase of 44.8% as compared to a loss of RMB15,640.7 million in 2022.
Loss from Operations As a result of the foregoing, we incurred a loss from operations of RMB21,874.1 million in 2024, representing a decrease of 3.4% as compared to a loss of RMB22,655.2 million in 2023.
The borrowings outstanding primarily consisted of the 2026 Notes, 2027 Notes, 2029 Notes and 2030 Notes, portions of the asset-backed notes, and our short-term and long-term bank debt. 124 Table of Contents In January 2021, we issued US$750 million aggregate principal amount of 0.00% convertible senior notes due 2026, or the 2026 Notes, and US$750 million aggregate principal amount of 0.50% convertible senior notes due 2027, or the 2027 Notes.
In January 2021, we issued US$750 million aggregate principal amount of 0.00% convertible senior notes due 2026, or the 2026 Notes, and US$750 million aggregate principal amount of 0.50% convertible senior notes due 2027, or the 2027 Notes.
Gross Profit and Gross Margin Our gross profit increased by 112.8% from RMB3,051.8 million in 2023 to RMB6,492.8 million (US$889.5 million) in 2024.
Gross Profit and Gross Margin Our gross profit increased by 83.5% from RMB6,492.8 million in 2024 to RMB11,915.7 million (US$ 1,703.9 million) in 2025.
Gross margin in 2023 was 5.5%, compared with 10.4% in 2022. The decrease of gross margin as compared to 2022 was mainly driven by the decrease of vehicle margin. Vehicle margin in 2023 was 9.5%, compared with 13.7% in 2022.
Gross margin in 2025 was 13.6%, compared with 9.9% in 2024. The increase of gross margin as compared to 2024 was mainly driven by the increase of vehicle margin. Vehicle margin in 2025 was 14.6%, compared with 12.3% in 2024.
Share of Income of Equity Investees We recorded share of income of equity investees of RMB64.4 million in 2023, compared with RMB377.8 million in 2022, primarily due to the decreased share of income recorded from our equity investments measured under equity method due to decreased earnings of equity investees in 2023. 123 Table of Contents Other Income/(Loss), Net We recorded other income of RMB155.2 million in 2023, compared with other losses of RMB283.0 million in 2022, primarily due to a decrease in foreign exchange loss of RMB463.3 million from the revaluation impact of overseas Renminbi-related assets as a result of the appreciation of Renminbi against U.S. dollars in 2023.
Other (Loss)/Income, Net We recorded other losses of RMB98.1 million in 2024, compared with other income of RMB155.2 million in 2023, primarily due to an increase in foreign exchange loss of RMB253.2 million from the revaluation impact of overseas Renminbi-related assets as a result of the depreciation of Renminbi against U.S. dollars in 2024. 122 Table of Contents Income Tax (Expense)/Benefit We recorded income tax benefit of RMB22.8 million in 2024, as compared to income tax expense of RMB260.8 million in 2023, primarily due to the reversion of deferred tax liabilities in connection with the fair value change of our equity investments.
For investee in which we held equity interest of 51.0%, we cannot control the significant financial and operating decisions of this investee at our discretion according to the corporate government documents. Other Income/(Loss), Net Other income or losses primarily consist of foreign exchange gains or losses we incur based on movements between the U.S. dollar and the Renminbi.
For investee in which we held equity interest of 51.0%, we cannot control the significant financial and operating decisions of this investee at our discretion according to the corporate government documents. Our share of income/(loss) of equity investees also includes the elimination of the unrealized intercompany profit in upstream and downstream transactions.
Net cash used in operating activities was RMB3,866.0 million in 2022, as compared to a net loss of RMB14,437.1 million.
Net cash used in operating activities was RMB7,849.2 million in 2024, as compared to a net loss of RMB22,401.7 million.
As of December 31, 2024, we had bank credit quotas with an aggregate amount of RMB73,772.8 million (US$10,106.8 million), which consists of non-collateral based bank credit quotas of RMB15,441.3 million (US$2,115.4 million) and collateral-based bank credit quotas of RMB58,331.5 million (US$7,991.4 million).
As of December 31, 2025, we had bank credit quotas with an aggregate amount of RMB77,756.6 million (US$11,119.0 million), which consists of non-collateral based bank credit quotas of RMB7,752.2 million (US$1,108.5 million) and collateral-based bank credit quotas of RMB70,004.4 million (US$10,010.5 million).
The decrease of gross profit compared to 2022 was mainly driven by (i) the decrease of profit from vehicle sales with RMB1,565.1 million primarily due to lower average selling price as a result of changes in product mix, (ii) the decrease of profit from provision of power solutions with RMB697.1 million as a result of the expanded power network, (iii) and partially offset by the increase of profit from sales of parts, accessories and after-sales vehicle services with RMB332.9 million.
The increase of gross profit compared to 2024 was mainly driven by (i) the increase in profit from vehicle sales of RMB4,073.6 million primarily due to an increase in vehicle delivery volume by 46.9%, (ii) the increase in profit from sales of parts, accessories and after-sales vehicle services of RMB903.6 million, and (iii) the increase in profit from provision of technical services of RMB344.8 million.
Net Loss As a result of the foregoing, we incurred a net loss of RMB20,719.8 million in 2023, representing an increase of 43.5% as compared to a net loss of RMB14,437.1 million in 2022. B.
Net Loss As a result of the foregoing, we incurred a net loss of RMB14,942.6 million (US$2,136.8 million) in 2025, representing a decrease of 33.3% as compared to a net loss of RMB22,401.7 million in 2024.
Out of the total collateral-based bank credit quotas, RMB2,058.6 million (US$282.0 million) and RMB16,658.7 million (US$2,282.2 million) were used for issuance of letters of guarantee and bank’s acceptance notes, respectively. As of December 31, 2024, we had RMB9,127.2 million (US$1,250.4 million) and RMB11,440.8 million (US$1,567.4 million) in total short-term and long-term borrowings outstanding, respectively.
Out of the total collateral-based bank credit quotas, RMB24,447.5 million (US$3,495.9 million), RMB8,088.3 million (US$1,156.6 million) and RMB102.1 million (US$14.6 million) were used for issuance of bank’s acceptance notes, letters of guarantee and letter of credit respectively.
Meanwhile, payment methods for our suppliers can be a combination of cash and notes payable. We have been incurring losses since inception. We incurred operating cash outflow for the year ended December 31, 2024 and our current liabilities exceeded current assets as of December 31, 2024.
Meanwhile, payment methods for our suppliers can be a combination of cash and notes payable. We incurred significant losses in the past and only started to record net profit in the fourth quarter of 2025. We incurred net losses of RMB20,719.8 million, RMB22,401.7 million and RMB14,942.6 million (US$2,136.8 million) for the years ended December 31, 2023, 2024 and 2025, respectively.
Research and Development Expenses Research and development expenses increased by 23.9% from RMB10,836.3 million in 2022 to RMB13,431.4 million in 2023, primarily due to increased personnel costs in research and development functions of RMB2,313.4 million.
Research and Development Expenses Research and development expenses decreased by 18.7% from RMB13,037.3 million in 2024 to RMB10,605.0 million (US$1,516.5 million) in 2025, primarily due to decreased personnel costs in research and development functions of RMB1,187.7 million and decreased design and development costs of RMB862.5 million resulting from different stages of development for new products and technologies.
Net cash used in financing activities was RMB1,616.4 million in 2022, primarily attributable to repayments of borrowings from third parties of RMB7,347.9 million and repurchase of convertible senior notes of RMB1,202.4 million, partially offset by proceeds from borrowings from third parties of RMB6,918.6 million. 128 Table of Contents Material Cash Requirements Our material cash requirements as of December 31, 2024 primarily include our capital commitments, operating and financing lease obligations, short-term and long-term borrowings, and convertible notes, as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ Total Less than 1 year 1-3 years 3-5 years More than 5 years ​ (in RMB thousands) Capital commitments ​ 6,423,831 ​ 6,212,240 ​ 146,147 ​ 65,444 ​ — Operating lease obligations 16,859,377 2,531,918 4,206,054 2,732,702 7,388,703 Finance lease obligations 67,352 16,993 28,849 13,025 8,485 Short-term and long-term borrowings 8,094,670 5,129,180 1,487,990 877,500 600,000 Interest on borrowings ​ 346,716 ​ 134,139 ​ 141,222 ​ 61,316 ​ 10,039 Convertible notes with principal and interest ​ 12,248,458 ​ 3,081,409 ​ 4,842,552 ​ 4,324,497 ​ — Total 44,040,404 17,105,879 10,852,814 8,074,484 8,007,227 Our capital commitments are commitments in relation to the purchase of property and equipment including leasehold improvements.
Net cash provided by financing activities was RMB27,662.9 million in 2023, primarily attributable to (i) proceeds from issuance of ordinary shares to CYVN Investments, net of RMB20,962.3 million, (ii) proceeds from issuance of convertible senior notes of RMB8,120.8 million, and (iii) proceeds from borrowings from third parties of RMB8,014.4 million, partially offset by repayments of borrowings from third parties of RMB6,096.0 million and repurchase of convertible senior notes of RMB3,387.6 million. 126 Table of Contents Material Cash Requirements Our material cash requirements as of December 31, 2025 primarily include our capital commitments, operating and financing lease obligations, short-term and long-term borrowings, and convertible notes, as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ ​ ​ Total ​ ​ ​ Less than 1 year ​ ​ ​ 1-3 years ​ ​ ​ 3-5 years ​ ​ ​ More than 5 years ​ (in RMB thousands) Capital commitments ​ 4,189,169 ​ 4,150,450 ​ 38,719 ​ — ​ — Operating lease obligations 16,363,541 2,420,506 3,804,226 2,658,616 7,480,193 Finance lease obligations 7,203,140 409,668 789,353 754,166 5,249,953 Short-term and long-term borrowings 6,564,512 5,564,453 745,504 165,802 88,753 Convertible notes ​ 8,919,446 ​ 348,180 ​ 8,571,266 ​ — ​ — Total 43,239,808 12,893,257 13,949,068 3,578,584 12,818,899 Our capital commitments are commitments in relation to the purchase of property and equipment including leasehold improvements.
Other sales margin in 2023 was negative 25.4%, compared with negative 29.0% in 2022, which was mainly driven by the increase of sales of parts, accessories and after-sales vehicle services with high sales margin.
Other sales margin in 2025 was 6.6%, compared with negative 8.6% in 2024, which was mainly driven by (i) the increase in the gross margin of sales of parts, accessories and after-sales vehicle services as a result of cost reduction and efficiency improvement, (ii) the reduction in the gross loss rate from provision of power solutions due to continued growth in our user base, and (iii) the increase of revenue from provision of technical services with relatively higher margin.
Removed
Revenues from sales of new vehicles, used cars, charging piles, automotive regulatory credits, parts and accessories are recognized when control is transferred. For embedded vehicle connectivity services and battery swapping services offered together with vehicle sales, we recognize revenue over time using a straight-line method (commensurate with the transfer of benefit to the consumer over the period of service).
Added
In 2025, we delivered 326,028 vehicles, including 178,806 vehicles from our premium smart electric vehicle brand NIO, 107,808 vehicles from our family-oriented smart electric vehicle brand ONVO, and 39,414 vehicles from our small smart high-end electric car brand FIREFLY.
Removed
Our selling, general and administrative expenses are significantly affected by the number of our non-research and development employees, marketing and promotion activities and the expansion of our sales and after-sales network, including NIO Houses, NIO Spaces and other leased properties.
Added
Interest Expense Interest expense primarily consists of interest expense with respect to our indebtedness and finance lease liabilities.
Removed
Other income also includes income from reimbursement from depository bank.
Added
Other Income/(Loss), Net Other income or loss primarily consist of foreign exchange gains or losses we incur based on movements between the U.S. dollar and the Renminbi. Other income also includes income from reimbursement from depository bank.
Removed
Cost of sales Our cost of sales increased by 19.1% from RMB44,124.6 million in 2022 to RMB52,566.1 million in 2023, primarily attributable to an increase in cost of vehicle sales by RMB5,315.8 million and an increase of cost of provision of power solutions and parts, accessories and after-sales vehicle services by RMB2,124.1 million, which was mainly due to (i) an increase of vehicle delivery volume by 30.7% in 2023, (ii) partially offset by lower material cost per vehicle and the inventory provisions, accelerated depreciation on production facilities, and losses on purchase commitments for the previous generation of ES8, ES6 and EC6 recorded in 2022 (RMB985.4 million in total) and (iii) higher depreciation and operating cost from the expanded investment in our power and service network. 122 Table of Contents Gross Profit and Gross Margin Our gross profit decreased by 40.7% from RMB5,144.0 million in 2022 to RMB3,051.8 million in 2023.
Added
We are also subject to surcharges on value-added tax payments in accordance with PRC law.
Removed
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by 22.3% from RMB10,537.1 million in 2022 to RMB12,884.6 million in 2023, primarily due to (i) increased employee compensation expense of RMB1,397.3 million due to an increase in sales and general corporate functions, and (ii) increased marketing and promotional expenses of RMB867.0 million due to the increase in sales and marketing activities.
Added
In 2025, following the commencement of deliveries of firefly and NIO All-New ES8, the starting manufacturer’s suggested retail price (MSRP) of our mainstream models in China ranged from RMB119,800 to RMB406,800, compared with RMB206,900 to RMB358,000 in 2024, and (ii) an increase in other revenues by RMB1,213.7 million from sales of parts, accessories and after-sales vehicle services as well as the provision of power solutions, driven by continued growth in our user base, and (iii) the increase in sales of used cars and provision of technical services by RMB1,758.3 million.
Removed
Interest and investment income We recorded interest and investment income of RMB2,210.0 million in 2023, representing an increase of 62.7% as compared to RMB1,358.7 million in 2022, primarily due to the recycling of an unrealized gain from other comprehensive income to investment income of RMB977.3 million related to an equity investment previously accounted for as an available-for-sale debt investment.
Added
Cost of sales Our cost of sales increased by 27.6% from RMB59,238.8 million in 2024 to RMB75,571.8 million (US$ 10,806.6 million) in 2025, primarily attributable to (i) an increase in cost of vehicle sales by RMB14,576.2 million, as a result of an increase in vehicle delivery volume by 46.9%, partially offset by changes in our product mix and lower material cost per vehicle, (ii) the increase in cost of used car sales of RMB1,159.6 million, as a result of increased used car sales volume, and (iii) an increase in cost of provision of power solutions by RMB461.0 million, mainly as a result of higher depreciation and operating cost from the increased investment in our power network.
Removed
Interest Expenses Our interest expenses increased from RMB333.2 million in 2022 to RMB403.5 million in 2023, primarily because the principal amount of convertible notes outstanding was higher in 2023 due to the issuance of the 2029 Notes and the 2030 Notes.
Added
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by 2.2% from RMB15,741.1 million in 2024 to RMB16,087.7 million (US$2,300.5 million) in 2025, primarily due to increased employee compensation expense of RMB345.5 million and increased rental and related expense of RMB223.6 million, driven by our sales and service network expansion, partially offset by the decreased marketing and promotional expenses of RMB284.2 million as a result of our overall cost-saving efforts and the improved operational efficiency in marketing function. 120 Table of Contents Loss from Operations As a result of the foregoing, we incurred a loss from operations of RMB14,041.2 million (US$2,007.9 million) in 2025, representing a decrease of 35.8% as compared to a loss of RMB21,874.1 million in 2024.
Removed
Gain on extinguishment of debt Our gain on extinguishment of debt was RMB170.2 million in 2023, compared with RMB138.3 million in 2022, which was attributed to the gain from the repurchase of a portion of the 2026 Notes and 2027 Notes with a carrying amount of RMB1,822.0 million in 2023 and RMB1,739.3 million, respectively.
Added
Interest and investment income We recorded interest and investment income of RMB761.7 million (US$108.9 million) in 2025, representing a decrease of 10.8% as compared to RMB853.7 million in 2024, primarily due to lower average cash and cash equivalents balances throughout 2025 and partially offset by the increased fair value gains on our equity investments.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeHowever, no such action may adversely affect in any material way any awards previously granted unless agreed by the grantee. 136 Table of Contents The following table summarizes, as of April 7, 2025, the awards granted under the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan and the 2024 Plan to several of our executive officers, excluding awards that were forfeited or cancelled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ Options and ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted Share ​ Exercise Price ​ ​ ​ ​ ​ ​ Name Units (US$/Share**) Date of Grant Date of Expiration Bin Li 13,500,000 2.55 ​ ​ March 1, 2018 ​ ​ February 29, 2028 ​ ​ ​ ​ N/A ​ ​ March 5, 2020 ​ ​ ​ Lihong Qin * ​ 2.39 ​ ​ April 2, 2020 ​ ​ April 1, 2030 ​ ​ ​ ​ 2.55 ​ ​ February 28, 2018 ​ ​ February 27, 2028 ​ ​ ​ ​ 2.55 ​ ​ February 1, 2018 ​ ​ January 31, 2028 ​ ​ ​ ​ N/A ​ ​ March 5, 2020 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ August 31, 2023 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ September 3, 2024 ​ ​ ​ ​ ​ ​ N/A ​ ​ September 3, 2024 ​ ​ ​ Xin Zhou * ​ 2.05 ​ ​ September 25, 2019 ​ ​ September 24, 2026 ​ ​ ​ ​ 2.39 ​ ​ April 2, 2020 ​ ​ April 1, 2030 ​ ​ ​ ​ 2.55 ​ ​ February 28, 2018 ​ ​ February 27, 2028 ​ ​ ​ ​ 2.55 ​ ​ February 1, 2018 ​ ​ January 31, 2028 ​ ​ ​ ​ N/A ​ ​ March 5, 2020 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ August 31, 2023 ​ ​ ​ ​ ​ ​ N/A ​ ​ September 3, 2024 ​ ​ ​ ​ ​ ​ N/A ​ ​ September 3, 2024 ​ ​ ​ Denny Ting Bun Lee * ​ N/A ​ ​ September 12, 2018 ​ ​ ​ ​ ​ ​ N/A ​ ​ August 13, 2020 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ September 12, 2020 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ September 7, 2022 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ September 7, 2022 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ March 4, 2025 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ September 12, 2024 ​ ​ ​ Hai Wu ​ * ​ 3.61 ​ ​ May 29, 2019 ​ ​ May 29, 2026 ​ ​ ​ N/A ​ ​ June 10, 2021 ​ ​ ​ ​ ​ ​ N/A ​ ​ November 3, 2023 ​ ​ ​ Feng Shen * ​ 1.8 ​ ​ December 31, 2017 ​ ​ December 30, 2027 ​ ​ ​ 2.05 ​ ​ September 25, 2019 ​ ​ September 24, 2026 ​ ​ ​ ​ 2.39 ​ ​ April 2, 2020 ​ ​ April 1, 2030 ​ ​ ​ ​ 2.55 ​ ​ February 1, 2018 ​ ​ January 31, 2028 ​ ​ ​ ​ N/A ​ ​ March 5, 2020 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ August 31, 2023 ​ ​ ​ Yu Qu ​ * ​ 0.61 ​ ​ December 1, 2016 ​ ​ November 30, 2026 ​ ​ ​ ​ 1.94 ​ ​ November 13, 2019 ​ ​ November 12, 2026 ​ ​ ​ 2.05 ​ September 25, 2019 ​ September 24, 2026 ​ ​ ​ ​ 2.39 ​ ​ April 2, 2020 ​ ​ April 1, 2030 ​ ​ ​ ​ 2.55 ​ ​ February 1, 2018 ​ ​ January 31, 2028 ​ ​ ​ ​ 2.55 ​ ​ February 28, 2018 ​ ​ February 27, 2028 ​ ​ ​ ​ 3.61 ​ ​ May 29, 2019 ​ ​ May 28, 2026 ​ ​ ​ ​ N/A ​ ​ March 5, 2020 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ November 18, 2021 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ June 9, 2023 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ August 31, 2023 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ May 29, 2024 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ September 3, 2024 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ September 3, 2024 ​ ​ ​ Ganesh V Iyer ​ * ​ 2.05 ​ ​ September 25, 2019 ​ ​ September 24, 2026 ​ ​ ​ ​ 0.27 ​ ​ May 3, 2016 ​ ​ May 2, 2026 ​ ​ ​ ​ 2.55 ​ ​ March 1, 2018 ​ ​ February 29, 2028 ​ ​ ​ ​ 2.39 ​ ​ April 2, 2020 ​ ​ April 1, 2030 ​ ​ ​ ​ N/A ​ ​ August 31, 2023 ​ ​ ​ Yu Long ​ * ​ N/A ​ ​ July 12, 2021 ​ ​ ​ ​ ​ ​ ​ N/A ​ ​ November 3, 2023 ​ ​ ​ Yonggang Wen ​ * ​ N/A ​ ​ November 13, 2023 ​ ​ ​ Eddy Georges Skaf ​ * ​ N/A ​ ​ February 7, 2024 ​ ​ ​ Nicholas Paul Collins ​ * ​ N/A ​ ​ February 7, 2024 ​ ​ ​ Total ​ 31,118,569 ​ ​ ​ ​ ​ ​ ​ ​ * Less than one percent of our total outstanding shares. ​ 137 Table of Contents As of April 7, 2025, non-executive officers and other grantees as a group held awards to purchase 86,529,391 Class A ordinary shares of our company.
Biggest changeThe new options represent the rights to purchase the same number of shares with the same exercise price as the terminated options, but expire on the fifth anniversary of their grant date, resulting in an extension of the terminated options in effect. 134 Table of Contents The following table summarizes, as of March 31, 2026, the awards granted under the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan, the 2024 Plan and the 2026 Plan to several of our executive officers, excluding awards that were forfeited or cancelled after the relevant grant dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ ​ ​ ​ ​ ​ ​ ​ Options and ​ ​ ​ ​ ​ ​ ​ ​ Restricted Share ​ Exercise Price ​ ​ ​ ​ ​ Name ​ ​ ​ Units ​ ​ ​ (US$/Share) ​ ​ ​ Date of Grant ​ ​ ​ Date of Expiration ​ Bin Li 261,962,269 (1) ​ 2.55; N/A ​ From March 1, 2018 to ​ From February 29, 2028 to ​ ​ ​ ​ ​ ​ ​ March 11, 2026 ​ March 11, 2038 (2) ​ Lihong Qin * ​ 2.55; 2.39; N/A ​ From February 1, 2018 to ​ From January 31, 2028 to ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ April 1, 2030 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Xin Zhou * ​ 2.55; 2.05; 2.39; N/A ​ From February 26, 2015 to ​ From January 31, 2028 to ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2030 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denny Ting Bun Lee * ​ N/A ​ From September 12, 2018 to ​ N/A ​ ​ ​ ​ ​ ​ March 4, 2025 ​ ​ ​ Hai Wu ​ * ​ 3.61; N/A ​ From May 29, 2019 to ​ December 31, 2030 (2) ​ ​ ​ ​ ​ ​ November 6, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ June 10, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ November 3, 2023 ​ ​ ​ Feng Shen * ​ 1.8; 2.55; 2.05; 2.39; N/A ​ From December 31, 2017 to ​ From December 30, 2027 to ​ ​ ​ ​ ​ ​ February 5, 2026 ​ April 1, 2030 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Yu Qu ​ * ​ 0.61; 2.55; 3.61; 2.05; 1.94; 2.39; N/A ​ From December 1, 2016 to ​ From November 30, 2026 to ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2030 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ganesh V Iyer ​ * ​ 0.27; 2.55; 2.05; 2.39; N/A ​ From May 3, 2016 to ​ From February 29, 2028 to ​ ​ ​ ​ ​ ​ ​ February 5, 2026 ​ December 31, 2030 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Yu Long ​ * ​ N/A ​ From July 12, 2021 to ​ N/A ​ ​ ​ ​ ​ ​ ​ November 6, 2025 ​ ​ ​ Yonggang Wen ​ * ​ N/A ​ From November 3, 2023 to ​ N/A ​ ​ ​ ​ ​ ​ ​ November 6, 2025 ​ ​ ​ Eddy Georges Skaf ​ * ​ N/A ​ From February 7, 2024 to ​ N/A ​ ​ ​ ​ ​ ​ ​ February 5, 2026 ​ ​ ​ Nicholas Paul Collins ​ * ​ N/A ​ From February 7, 2024 to ​ N/A ​ ​ ​ ​ ​ ​ ​ February 5, 2026 ​ ​ ​ Total ​ 281,056,504 (1) ​ ​ ​ ​ ​ ​ ​ Note: * Less than one percent of our total outstanding shares.
Long received a bachelor’s degree in electrical engineering from University of Electronic Science and Technology in China and an MBA from Stanford Graduate School of Business. Mr. Yonggang Wen has served as our independent director since November 2023. Mr. Wen currently serves as a Full Professor and President’s Chair of Computer Science and Engineering at Nanyang Technological University, Singapore.
Long received a bachelor’s degree in electrical engineering from University of Electronic Science and Technology of China and an MBA from Stanford Graduate School of Business. Mr. Yonggang Wen has served as our independent director since November 2023. Mr. Wen currently serves as a Full Professor and President’s Chair of Computer Science and Engineering at Nanyang Technological University, Singapore.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; 138 Table of Contents ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting any compensation consultant, legal counsel or other adviser only after taking into consideration all factors to that person’s independence from management.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; 136 Table of Contents ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting any compensation consultant, legal counsel or other adviser only after taking into consideration all factors to that person’s independence from management.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and other distributions; ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and 139 Table of Contents ● approving the transfer of shares in our company, including the registration of such shares in our share register.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and other distributions; 137 Table of Contents ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register.
Our PRC subsidiaries and the VIEs are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. 133 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Our PRC subsidiaries and the VIEs are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. 131 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Eligibility .
Awards granted under the 2026 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Eligibility .
Prior to joining NetEase.com, Inc., Mr. Lee worked in the Hong Kong office of KPMG for more than ten years. Mr. Lee graduated from the Hong Kong Polytechnic University with a professional diploma in accounting and is a member of The Hong Kong Institute of Certified Public Accountants and The Chartered Association of Certified Accountants. 132 Table of Contents Ms.
Prior to joining NetEase.com, Inc., Mr. Lee worked in the Hong Kong office of KPMG for more than ten years. Mr. Lee graduated from the Hong Kong Polytechnic University with a professional diploma in accounting and is a member of The Hong Kong Institute of Certified Public Accountants and The Chartered Association of Certified Accountants. 130 Table of Contents Ms.
Li co-founded Beijing Creative & Interactive Digital Technology Co., Ltd. as the chairman of the board of directors and had served as its president and director. Mr. Li received his bachelor’s degree in sociology from Peking University. 131 Table of Contents Mr. Lihong Qin is our co-founder and has served as our director and our president since our inception.
Li co-founded Beijing Creative & Interactive Digital Technology Co., Ltd. as the chairman of the board of directors and had served as its president and director. Mr. Li received his bachelor’s degree in sociology from Peking University. 129 Table of Contents Mr. Lihong Qin is our co-founder and has served as our director and our president since our inception.
The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of an option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is five years from the date of a grant. Transfer Restrictions .
The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of an option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is twelve years from the date of a grant. Transfer Restrictions .
Bin Li, and (iv)16,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held by NIO Users Limited, a holding company controlled by NIO Users Trust, which is under the control of Mr.
Bin Li, and (v) 16,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held by NIO Users Limited, a holding company controlled by NIO Users Trust, which is under the control of Mr.
Prior to that, Mr. Wu had served at Beijing Branch office of McKinsey & Company for more than ten years and was appointed as the global director and managing partner until February 2010. He also served as a non-executive director of COFCO Meat Holdings Limited (HKEX: 1610) from September 2015 to December 2017.
Prior to that, Mr. Wu had served at Beijing Branch office of McKinsey & Company for more than ten years and was elected as global partner until February 2010. He also served as a non-executive director of COFCO Meat Holdings Limited (HKEX: 1610) from September 2015 to December 2017.
The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Award Agreement .
The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. 133 Table of Contents Award Agreement .
Awards granted under the 2024 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Eligibility .
Awards granted under these two plans are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Eligibility .
Compensation For the year ended December 31, 2024, we paid an aggregate of approximately US$2.8 million in cash to our directors and executive officers.
Compensation For the year ended December 31, 2025, we paid an aggregate of approximately US$2.2 million in cash to our directors and executive officers.
Our board of directors or a committee of one or more members of the board of directors or officers administer these three plans.
Plan Administration . Our board of directors or a committee of one or more members of the board of directors or officers administer these three plans.
Bin Li, among which ordinary shares 14,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares were held on record by NIO Users Limited and 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.
Bin Li, among which 16,967,776 Class A ordinary shares were held on record by NIO Users Limited and 33,032,224 Class C ordinary shares were held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited.
We may grant awards to the employees, directors and consultants of our company. However, we may grant incentive share options only to our employees, parent and subsidiaries. Vesting Schedule . In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. 135 Table of Contents Exercise of Options .
We may grant awards to the employees, directors and consultants of our company. However, we may grant incentive share options only to our employees. Vesting Schedule . In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options .
He also serves as the Director of the Centre for Computational Technologies in Finance, and has been the Associate Provost (Graduate Education) and Dean of Graduate College at Nanyang Technological University since January 2024. Mr. Wen has served as a non-executive director of Red Dot Analytics Pte Ltd in Singapore since 2016.
He also serves as the Director of the Centre for Computational Technologies in Finance, and has been the Vice Provost (Graduate Education) and Dean of Graduate College at Nanyang Technological University since January 2024. Mr. Wen has served as chairman and director of Red Dot Analytics Pte Ltd in Singapore since 2016.
The exercise prices of the options outstanding as of April 7, 2025 ranged from US$0.1 to US$48.45 per share. C. Board Practices Board of Directors The board of directors of our company, or the board, consists of eight directors. A director is not required to hold any shares in our company by way of qualification.
The exercise prices of the options outstanding as of March 31, 2026 ranged from US$0.1 to US$48.45 per share. C. Board Practices Board of Directors The board of directors of our company, or the board, consists of eight directors. A director is not required to hold any shares in our company by way of qualification.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of April 7, 2025 with respect to: ● each of our directors and executive officers; and ● each person known to us to own beneficially more than 5% of our ordinary shares.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2026 with respect to: ● each of our directors and executive officers; and ● each person known to us to own beneficially more than 5% of our ordinary shares.
Iyer 57 Chief Executive Officer of NIO U.S. Hai Wu 56 Independent Director Denny Ting Bun Lee 57 Independent Director Yu Long ​ 52 ​ Independent Director Yonggang Wen ​ 47 ​ Independent Director Eddy Georges Skaf ​ 51 ​ Non-Executive Director Nicholas Paul Collins ​ 50 ​ Non-Executive Director ​ Mr.
Iyer 58 Chief Executive Officer of NIO U.S. Hai Wu 57 Independent Director Denny Ting Bun Lee 58 Independent Director Yu Long ​ 53 ​ Independent Director Yonggang Wen ​ 48 ​ Independent Director Eddy Georges Skaf ​ 52 ​ Non-Executive Director Nicholas Paul Collins ​ 51 ​ Non-Executive Director ​ Mr.
Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. D. Employees As of December 31, 2022, 2023 and 2024, we had 26,763, 32,820 and 45,635 full-time employees.
Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. D. Employees As of December 31, 2023, 2024 and 2025, we had 32,820, 45,635 and 35,032 full-time employees.
Directors and Executive Officers The following table sets forth information regarding our executive officers and directors as of the date of this annual report. ​ Directors and Executive Officers Age Position/Title Bin Li 50 Chairman and Chief Executive Officer Lihong Qin 51 Director and President Feng Shen 61 Executive Vice President Xin Zhou 54 Executive Vice President Yu Qu 46 Chief Financial Officer Ganesh V.
Directors and Executive Officers The following table sets forth information regarding our executive officers and directors as of the date of this annual report. ​ Directors and Executive Officers ​ ​ ​ Age ​ ​ ​ Position/Title Bin Li 51 Chairman and Chief Executive Officer Lihong Qin 52 Director and President Feng Shen 62 Executive Vice President Xin Zhou 55 Executive Vice President Yu Qu 47 Chief Financial Officer Ganesh V.
Our Class A ordinary shares and Class C ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. (1) Represents (i) 13,500,000 Class A ordinary shares issuable to Mr.
Our Class A ordinary shares and Class C ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. (1) Represents (i) 7,703 Class A ordinary shares in the form of ADSs, (ii) 13,500,000 Class A ordinary shares issuable to Mr.
Bin Li upon exercise of options within 60 days of April 7, 2025, (ii) 89,013,451 Class C ordinary shares held by Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Bin Li, (iii) 26,454,325 Class C ordinary shares held by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr.
Bin Li upon exercise of options within 60 days of March 31, 2026, (iii) 89,013,451 Class C ordinary shares held by Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Bin Li, (iv) 26,454,325 Class C ordinary shares held by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr.
The 2018 Plan permits the awards of options, restricted shares or any other type of awards that the committee grants. Plan Administration . Our board of directors or a committee of one or more members of our board of directors shall administer the 2018 Plan.
These two plans permit the awards of options, restricted shares or any other type of awards that the committee grants. Plan Administration . Our board of directors or a committee of one or more members of our board of directors shall administer these two plans.
However, without the prior written consent of the grantee, no such action may adversely affect any outstanding award previously granted pursuant to the plan. The following paragraphs describe the principal terms of the 2018 Plan before its expiration on December 31, 2023. Types of Awards .
However, without the prior written consent of the grantee, no such action may adversely affect any outstanding award previously granted pursuant to the plan. The following paragraphs describe the principal terms of the 2018 Plan and the 2024 Plan. Types of Awards .
The registered address of Originalwish Limited and mobike Global Ltd. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. The registered address of NIO Users Limited is Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. The registered address of NIO Users Limited is Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
Iyer (2) ​ * ​ — ​ * ​ * ​ * Hai Wu (3) * — * * * Denny Ting Bun Lee (4) * ​ — ​ * ​ * ​ * Yu Long (5) ​ * ​ — ​ * ​ * ​ * Yonggang Wen (6) ​ * ​ — ​ * ​ * ​ * Eddy Georges Skaf (7) ​ * ​ — ​ * ​ * ​ * Nicholas Paul Collins (8) ​ * ​ — ​ * ​ * ​ * All Directors and Executive Officers as a Group 50,013,900 ​ 148,500,000 ​ 198,513,900 ​ 8.8 ​ 37.1 Principal Shareholders: ​ ​ ​ ​ ​ Founder vehicles (9) 16,967,776 ​ 148,500,000 ​ 165,467,776 ​ 7.4 ​ 36.7 CYVN Investments RSC Ltd (10) ​ 418,833,157 ​ — ​ 418,833,157 ​ 18.6 ​ 12.7 * Less than 1% of our total outstanding shares. ** Except where otherwise disclosed in the footnotes below, the business address of all the directors and executive officers is Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People’s Republic of China. † For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class C ordinary shares as a single class.
Iyer (6) ​ 1,215,762 ​ — ​ 1,215,762 ​ 0.0 ​ 0.0 Hai Wu (7) 400,000 — 400,000 0.0 0.0 Denny Ting Bun Lee (8) 360,765 ​ — ​ 360,765 ​ 0.0 ​ 0.0 Yu Long (9) ​ 150,000 ​ — ​ 150,000 ​ 0.0 ​ 0.0 Yonggang Wen (10) ​ 120,000 ​ — ​ 120,000 ​ 0.0 ​ 0.0 Eddy Georges Skaf (11) ​ 120,000 ​ — ​ 120,000 ​ 0.0 ​ 0.0 Nicholas Paul Collins (12) ​ 120,000 ​ — ​ 120,000 ​ 0.0 ​ 0.0 All Directors and Executive Officers as a Group 51,338,055 ​ 148,500,000 ​ 199,838,055 ​ 7.9 ​ 34.4 Principal Shareholders: ​ ​ ​ ​ ​ Founder vehicles (13) 16,967,776 ​ 148,500,000 ​ 165,467,776 ​ 6.6 ​ 34.0 CYVN Investments RSC Ltd (14) ​ 418,833,157 ​ — ​ 418,833,157 ​ 16.7 ​ 11.8 * Except where otherwise disclosed in the footnotes below, the business address of all the directors and executive officers is Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People’s Republic of China. † For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class C ordinary shares as a single class.
Collins has served as the chief executive officer of Forseven Limited since January 2024 and as the chief executive officer of McLaren Group Holdings Limited since April 2025. Prior to these roles, Mr.
Collins has served as the chief executive officer of Forseven Limited since January 2024 until October 2025, when Forseven Limited was consolidated with McLaren Automotive Limited. Mr. Collins has served as the chief executive officer of McLaren Group Holdings Limited since April 2025. Prior to these roles, Mr.
The following paragraphs describe the principal terms of the 2015 Plan, the 2016 Plan and the 2017 Plan. Types of Awards . These three plans permit the awards of options, restricted shares, restricted share units, share appreciation rights, dividend equivalent right or other right or benefit under each plan. 134 Table of Contents Plan Administration .
Li’s continued service in key positions of the Company. The following paragraphs describe the principal terms of the 2015 Plan, the 2016 Plan and the 2017 Plan. Types of Awards . These three plans permit the awards of options, restricted shares, restricted share units, share appreciation rights, dividend equivalent right or other right or benefit under each plan.
The committee or the full board of directors, as applicable, shall determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Award Agreement .
Our board of directors or a committee of one or more members of our board of directors shall administer the 2026 Plan. The committee or the full board of directors, as applicable, shall determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.
The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of an option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant. Transfer Restrictions .
The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of an option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant.
(10) Represents 418,833,157 Class A ordinary shares held by CYVN Investments RSC Ltd, according to the statement on Schedule 13D/A filed on February 28, 2024 by CYVN Investments RSC Ltd.
(14) Represents 418,833,157 Class A ordinary shares held by CYVN Investments RSC Ltd, according to the statement on Schedule 13D/A filed on January 13, 2026 by CYVN Investments RSC Ltd.
Bin Li, (ii) 26,454,325 Class C ordinary shares held by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr. Bin Li, and (iii) 16,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held by NIO Users Limited, a holding company controlled by NIO Users Trust, which is under the control of Mr.
Bin Li, and (iii) 16,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares held by NIO Users Limited, a holding company controlled by NIO Users Trust, which is under the control of Mr.
Previously, from August 2019 to May 2023, Mr. Skaf served as a senior advisor to Digital Infrastructure at Mubadala. Before this, he served as the chief strategy officer at Emirates Integrated Telecom Company (du) from August 2017 to May 2019. Mr.
Before this, he served as the chief strategy officer at Emirates Integrated Telecom Company (du) from August 2017 to May 2019. Mr.
As of April 7, 2025, to our knowledge, 536,590,738 of our Class A ordinary shares were held by one record holder in the United States, which was Deutsche Bank Trust Company Americas, the depositary of our ADR program.
As of March 31, 2026, to our knowledge, 779,686,656 of our Class A ordinary shares were held by one record holder in the United States, which was Deutsche Bank Trust Company Americas, the depositary of our ADR program.
Awards may not be transferred in any manner by the grantee other than by will or the laws of descent and distribution, except as otherwise determined by the plan administrator. Termination and amendment . Unless terminated earlier, the 2024 Plan has a term of five years from February 7, 2024.
Awards may not be transferred in any manner by the grantee other than by will or the laws of descent and distribution, except as otherwise determined by the plan administrator. Termination and amendment. Unless terminated earlier, each of these two plans has a term of five years. Our board of directors has the authority to amend or terminate the plans.
Professor Wen also has a strong record of leadership in academic and research roles, including serving as the Chair for IEEE ComSoc Multimedia Communication Technical Committee from 2014 to 2016 and the Editor in Chief of IEEE Transactions on Multimedia currently. Professor Wen received his PhD in electrical engineering and computer science from Massachusetts Institute of Technology in 2008. Mr.
Professor Wen also has a strong record of leadership in academic and research roles, including serving as the Chair for IEEE ComSoc Multimedia Communication Technical Committee from 2014 to 2016 and the Editor in Chief of IEEE Transactions on Multimedia from 2023 to 2025.
Bin Li, among which 14,967,776 Class A ordinary shares and 33,032,224 Class C ordinary shares were held on record by NIO Users Limited and 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. (2) The business address of Mr.
Bin Li, among which 16,967,776 Class A ordinary shares were held on record by NIO Users Limited and 33,032,224 Class C ordinary shares were held on record by NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO Users Limited. The registered address of Originalwish Limited and mobike Global Ltd. is Sertus Chambers, P.O.
The calculations in the table below are based on 2,245,990,598 ordinary shares outstanding as of April 7, 2025, comprising of 2,097,490,598 Class A ordinary shares (excluding 18,610,625 Class A ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our stock incentive plans) and 148,500,000 Class C ordinary shares. 140 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 2,505,667,022 ordinary shares outstanding as of March 31, 2026, comprising of 2,357,167,022 Class A ordinary shares (excluding 23,025,119 Class A ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our stock incentive plans) and 148,500,000 Class C ordinary shares. 138 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Class C Total ​ ​ ​ ​ ordinary ​ ordinary ​ ordinary ​ ​ ​ % of ​ ​ shares ​ shares ​ shares ​ % of ​ aggregate ​ ​ beneficially ​ beneficially ​ beneficially ​ beneficial ​ voting ​ ​ owned ​ owned ​ owned ​ ownership ​ power † Directors and Executive Officers**: ​ ​ ​ ​ ​ Bin Li (1) 30,467,776 ​ 148,500,000 ​ 178,967,776 ​ 7.9 ​ 36.7 Lihong Qin * ​ — ​ * ​ * ​ * Feng Shen * ​ — ​ * ​ * ​ * Xin Zhou * ​ — ​ * ​ * ​ * Yu Qu ​ * ​ — ​ * ​ * ​ * Ganesh V.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ Class C ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ordinary ​ ordinary ​ ordinary ​ ​ ​ % of ​ ​ shares ​ shares ​ shares ​ % of ​ aggregate ​ ​ beneficially ​ beneficially ​ beneficially ​ beneficial ​ voting ​ ​ owned ​ owned ​ owned ​ ownership ​ power † Directors and Executive Officers*: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bin Li (1) 30,475,479 ​ 148,500,000 ​ 178,975,479 ​ 7.1 ​ 34.0 Lihong Qin (2) 13,968,262 ​ — ​ 13,968,262 ​ 0.6 ​ 0.3 Feng Shen (3) 1,562,947 ​ — ​ 1,562,947 ​ 0.1 ​ 0.0 Xin Zhou (4) 1,693,167 ​ — ​ 1,693,167 ​ 0.1 ​ 0.0 Yu Qu (5) ​ 1,151,673 ​ — ​ 1,151,673 ​ 0.0 ​ 0.0 Ganesh V.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2024. ​ ​ ​ ​ ​ As of December 31, 2024 User experience (sales and marketing and service) 24,410 Product and software development 11,528 Manufacturing 7,441 General administration 2,256 Total number of employees 45,635 ​ Our employees have set up labor unions in China according to the related Chinese labor law.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 User experience (sales and marketing and service) 16,885 Product and software development 6,912 Manufacturing 9,653 General administration 1,582 Total number of employees 35,032 ​ Our employees have set up labor unions in China according to the related Chinese labor law.
CYVN Investments RSC Ltd is a restricted scope company incorporated in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates, and is wholly-owned by the Government of Abu Dhabi represented by the Abu Dhabi Department of Finance.
CYVN Investments RSC Ltd is a restricted scope company incorporated in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates, and is wholly-owned by L’imad Holding Company - P.J.S.C, a public joint stock company incorporated in Abu Dhabi, United Arab Emirates (L’imad Holding).
Our board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the grantee. The following paragraphs describe the principal terms of the 2024 Plan. Types of Awards .
Termination and amendment . Unless terminated earlier, the 2026 Plan has a term of twelve years from March 6, 2026. Our board of directors has the authority to amend or terminate the plans. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the grantee.
Long serves as an independent director on the board of directors of Tapestry Inc. (NYSE: TPR, its portfolio includes Coach, Stuart Weitzman and Kate Spade) and an independent non-executive director of the boards of the Hongkong and Shanghai Banking Corporation Limited. Ms.
She was named Young Global Leader by World Economic Forum (WEF) in 2011 and had active involvement in WEF. Ms. Long serves as an independent director on the boards of directors of Tapestry Inc. (NYSE: TPR, its portfolio includes Coach, Stuart Weitzman and Kate Spade), Estée Lauder Companies Inc. (NYSE: EL), and the Hongkong and Shanghai Banking Corporation Limited. Ms.
Li has served as a director of Uxin Limited (Nasdaq: UXIN), a leading e-commerce platform for buying and selling used cars in China. In 2000, Mr. Li co-founded Beijing Bitauto E-Commerce Co., Ltd. and served as its director and president until 2006. From 2010 to 2020, Mr.
Li served as a director of Dida Inc. (HKEX: 2559), an online shared mobility company. In 2000, Mr. Li co-founded Beijing Bitauto E-Commerce Co., Ltd. and served as its director and president until 2006. From 2010 to 2020, Mr.
Eddy Georges Skaf has served as our non-executive director since February 2024. Mr. Skaf has held the position of chief investment officer at CYVN Holdings L.L.C. since May 2023. He also acts as directors of a number of affiliates of CYVN Holdings L.L.C., including McLaren Group Holdings Limited, Forseven Limited, and CYVN Investments RSC Ltd.
He also acts as directors of a number of affiliates of CYVN Holdings L.L.C., including McLaren Group Holdings Limited, Forseven Limited, and CYVN Investments RSC Ltd. Previously, from August 2019 to May 2023, Mr. Skaf served as a senior advisor to Digital Infrastructure at Mubadala.
Bin Li is our founder and has served as chairman of the board since our inception and our chief executive officer since March 2018. Since February 2015, Mr. Li has served as a director of Dida Inc. (HKEX: 2559), an online shared mobility company. Since July 2021, Mr.
Bin Li is our founder and has served as chairman of the board since our inception and our chief executive officer since March 2018. Since July 2021, Mr. Li has served as a director of Uxin Limited (Nasdaq: UXIN), a leading e-commerce platform for buying and selling used cars in China. From 2015 to 2025, Mr.
Iyer is 3151 Zanker Road, San Jose, CA 95134. (3) The business address of Mr. Wu is No. 53, Gaoyou Road, Xuhui District, Shanghai, People’s Republic of China. (4) The business address of Mr. Lee is No. 4 Dianthus Road, Yau Yat Chuen, Kowloon, Hong Kong. (5) The business address of Ms.
Wu is No. 53, Gaoyou Road, Xuhui District, Shanghai, People’s Republic of China. (8) Represents 360,765 Class A ordinary shares in the form of ADSs. The business address of Mr. Lee is No. 4 Dianthus Road, Yau Yat Chuen, Kowloon, Hong Kong. 139 Table of Contents (9) Represents 150,000 Class A ordinary shares in the form of ADSs.
The principal business address of CYVN Investments RSC Ltd is Office at Maryah Tower, 18th Floor, Al Maryah Island, Abu Dhabi, United Arab Emirates.
L’imad Holding is wholly owned by the Government of Abu Dhabi represented by the Abu Dhabi Department of Finance. The principal business address of each of CYVN Investments RSC Ltd and L’imad Holdings is part of Floor 18, AI Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.
As of April 7, 2025, awards to purchase an aggregate amount of 115,271,729 Class A ordinary shares under the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan and the 2024 Plan had been granted and were outstanding, excluding awards that were forfeited or cancelled after the grant dates.
As of March 31, 2026, awards to purchase an aggregate amount of 83,205,685 Class A ordinary shares under the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan and the 2024 Plan had been granted and were outstanding, excluding awards that were forfeited or cancelled after the grant dates. 132 Table of Contents On March 6, 2026, we adopted the 2026 Share Incentive Plan, which we refer to as the 2026 Plan, under which a maximum aggregate amount of 248,454,460 Class A ordinary shares may be issued, representing 10% of our total outstanding shares as of February 28, 2026.
Stock Incentive Plans We adopted share incentive plans in 2015, 2016, 2017, 2018 and 2024, which we refer to as the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan and the 2024 Plan, respectively. The 2018 Plan expired on December 31, 2023. All of the others remain effective.
Stock Incentive Plans We adopted share incentive plans in 2015, 2016, 2017, 2018, and 2024, which we refer to as the 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan and the 2024 Plan, respectively, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours.
Long is Unit 1610, 16 th Floor, West Tower, Genesis Beijing, 8 Xinyuan South Road, Chaoyang District, Beijing 100027, People’s Republic of China. (6) The business address of Mr. Wen is N4-02c-95, Nanyang Avenue, Singapore 639798. (7) The business address of Mr. Skaf is Maryah Tower, 18th Floor, Al Maryah Island, Abu Dhabi, United Arab Emirates.
The business address of Ms. Long is Unit 1610, 16th Floor, West Tower, Genesis Beijing, 8 Xinyuan South Road, Chaoyang District, Beijing 100027, People’s Republic of China. (10) Represents 120,000 Class A ordinary shares in the form of ADSs. The business address of Mr. Wen is 103D Nanyang View, #11-08, Singapore 639671.
(8) The business address of Mr. Collins is Forseven Limited, 1st Floor Northfield House, Broadford Park, Guildford, Surrey, GU4 8EP. 141 Table of Contents (9) Represents (i) 89,013,451 Class C ordinary shares held by Originalwish Limited, a British Virgin Islands company wholly owned by Mr.
Collins is McLaren Technology Centre, Chertsey Road, Woking, Surrey, GU21 4YH, United Kingdom. (13) Represents (i) 89,013,451 Class C ordinary shares held by Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Bin Li, (ii) 26,454,325 Class C ordinary shares held by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr.
Long was the chief executive officer of Bertelsmann China Corporate Center and the managing partner of Bertelsmann Asia Investments. Prior to that, she was a Principal at Bertelsmann Digital Media Investments. She joined the international media, services, and education company via the Bertelsmann Entrepreneurs Program in 2005. Ms.
Long was the Chief Executive Officer of Bertelsmann China Corporate Center and the Managing Partner of Bertelsmann Asia Investments. Ms. Long was the first Chinese member of Stanford Graduate School of Business Advisory Council and served as a member from 2015 to 2021.
Awards may not be transferred in any manner by the grantee other than by will or the laws of descent and distribution, except as otherwise determined by the plan administrator. Termination and amendment . Unless terminated earlier, the 2018 Plan has a term of five years from January 1, 2019.
Awards may not be transferred in any manner by the grantee other than (i) by inheritance or distribution by will or pursuant to an effective civil judgment or ruling or (ii) by trusts or companies established in connection with any employee benefit plan of the Company for the benefit of employees, except as otherwise determined by the plan administrator.
Removed
Long is a member of the World Economic Forum’s Young Global Leaders Advisory Council and its Global Agenda Council on the Future of Media, Entertainment & Information and was a member of the Stanford Graduate School of Business Advisory Council from May 2015 to May 2021. Ms.
Added
Professor Wen received his PhD in electrical engineering and computer science from Massachusetts Institute of Technology in 2008. Mr. Eddy Georges Skaf has served as our non-executive director since February 2024. Mr. Skaf has held the position of chief investment officer at CYVN Holdings L.L.C. since May 2023.
Removed
The purpose of our stock incentive plans is to attract and retain the best available personnel, to provide additional incentives to our employees, directors and consultants and to promote the success of our business.
Added
Each of the 2015 Plan, 2016 Plan and 2017 Plan has a term of 10 years and the 2015 Plan expired in 2025. Each of the 2018 Plan and 2024 Plan has a term of 5 years and the 2018 Plan expired in 2023.
Removed
Our board of directors believes that our long-term success is dependent upon our ability to attract and retain superior individuals who, by virtue of their ability and qualifications, make important contributions to our business.
Added
The 2026 Plan has a term of 12 years. We subsequently granted 248,454,460 restricted share units to Mr. Bin Li, our founder, chairman of the board of directors and chief executive officer. The restricted share units are divided into ten equal tranches, and the vesting of each tranche is contingent upon our achievement of specific performance targets and Mr.
Removed
The 2024 Plan permits the awards of options, restricted shares or any other type of awards that the committee grants. Plan Administration . Our board of directors or a committee of one or more members of our board of directors shall administer the 2024 Plan.
Added
However, the maximum exercisable term is five years from the date of a grant under the 2018 Plan and ten years from the date of a grant under the 2024 Plan. Transfer Restrictions .
Removed
Our board of directors has the authority to amend or terminate the plans.
Added
However, no such action may adversely affect in any material way any awards previously granted unless agreed by the grantee. The following paragraphs describe the principal terms of the 2026 Plan. Types of Awards . The 2026 Plan permits the awards of options, restricted share units or any other type of awards that the plan administrator grants. Plan Administration .
Added
In November 2025, as approved by our board of directors and compensation committee, we entered into exchange agreements with certain directors and executive officers pursuant to which they agreed to terminate certain of their options under prior plans in exchange for new options under the 2024 Plan.
Added
(1) Includes 248,454,460 restricted share units granted pursuant to the 2026 Share Incentive Plan, which consist of ten tranches. The vesting of each tranche is subject to the satisfaction of certain performance conditions.
Added
(2) Includes certain restricted share units that do not have expiration dates. ​ 135 Table of Contents As of March 31, 2026, non-executive officers and other grantees as a group held awards to purchase 54,790,046 Class A ordinary shares of our company.
Added
(2) Represents (i) 169,662 Class A ordinary shares in the form of ADSs, (ii) 3,298,700 Class A ordinary shares issuable to Mr. Lihong Qin upon exercise of options within 60 days of March 31, 2026, (iii) 10,499,899 Class A ordinary shares held by DX Mix Limited, a British Virgin Islands company wholly owned by Mr.
Added
Lihong Qin, and (iv) one Class A ordinary share held by Prime Hubs Limited, a British Virgin Islands company of which Mr. Lihong Qin is one of the shareholders. (3) Represents 22,947 Class A ordinary shares in the form of ADSs and 1,540,000 Class A ordinary shares issuable to Mr.
Added
Shen upon exercise of options within 60 days of March 31, 2026. (4) Represents (i) 216,167 Class A ordinary shares in the form of ADSs, (ii) 477,000 Class A ordinary shares issuable to Mr.
Added
Xin Zhou upon exercise of options within 60 days of March 31, 2026, (iii) 1,000,000 Class A ordinary shares held by Prime Hubs Limited, a British Virgin Islands company of which Mr. Xin Zhou is one of the shareholders. (5) Represents 215,088 Class A ordinary shares in the form of ADSs and 936,585 Class A ordinary shares issuable to Mr.
Added
Yu upon exercise of options within 60 days of March 31, 2026. (6) Represents 480,762 Class A ordinary shares in the form of ADSs, including 275,000 Class A ordinary shares that are also recorded on the register of members, and 735,000 Class A ordinary shares issuable to Mr. Iyer upon exercise of options within 60 days of March 31, 2026.
Added
The business address of Mr. Iyer is 3151 Zanker Road, San Jose, CA 95134. (7) Represents 150,000 Class A ordinary shares in the form of ADSs and 250,000 Class A ordinary shares issuable to Mr. Wu upon exercise of options 60 days of March 31, 2026. The business address of Mr.
Added
(11) Represents 120,000 Class A ordinary shares in the form of ADSs. The business address of Mr. Skaf is Maryah Tower, 18th Floor, Al Maryah Island, Abu Dhabi, United Arab Emirates (12) Represents 120,000 Class A ordinary shares in the form of ADSs. The business address of Mr.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

9 edited+1 added−6 removed16 unchanged
Biggest changeIn 2022, 2023 and 2024, we paid a total of RMB1,066.8 million, RMB1,247.5 million and RMB293.8 million (US$40.2 million) for purchase of property and equipment and raw material, to Kunshan Siwopu Intelligent Equipment Co., Ltd., Nanjing Weibang Transmission Technology Co., Ltd., Beijing Welion New Energy Technology Co., Ltd, Xunjie Energy (Wuhan) Co., Ltd., Jianglai Advanced Manufacturing Technology (Anhui) Co., Ltd., Shanghai VTA Technology Co., Ltd., and Wuhan Weineng Battery Assets Co., Ltd. and its subsidiary.
Biggest changeIn 2023, 2024 and 2025, we purchased long-lived assets and raw materials from our affiliates, including Xunjie Energy (Wuhan) Co., Ltd., VTA Technology Inc. and its subsidiaries, Nanjing Weibang Transmission Technology Co., Ltd., Kunshan Siwopu Intelligent Equipment Co., Ltd., Beijing Welion New Energy Technology Co., Ltd., and Jianglai Advanced Manufacturing Technology (Anhui) Co., Ltd. and incurred a total purchase expense of RMB1,247.5 million, RMB293.8 million and RMB21.5 million (US$3.1 million), respectively. 142 Table of Contents In 2023, 2024 and 2025, we sold long-lived assets and raw materials to our affiliates, including Chongqing Chuangyuan Zhihang Technology Co., Ltd., Kunshan Siwopu Intelligent Equipment Co., Ltd., VTA Technology Inc. and its subsidiaries, Blue Horizon Limited and its subsidiaries, and Wuhan Weineng Battery Assets Co., Ltd. and its subsidiaries, and recognized a total revenue from sales of long-lived assets and raw materials of RMB5.6 million, RMB51.5 million and RMB156.3 million (US$22.3 million), respectively.
These registration rights terminate on the date that CYVN Investments owns less than 3% of our Class A ordinary shares outstanding. 143 Table of Contents Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Option Grants See “Item 6. Directors, Senior Management and Employees—B.
These registration rights terminate on the date that CYVN Investments owns less than 3% of our Class A ordinary shares outstanding. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Option Grants See “Item 6. Directors, Senior Management and Employees—B.
Set forth below is a description of the registration rights granted under the agreement. 142 Table of Contents Demand Registration Rights .
Set forth below is a description of the registration rights granted under the agreement. Demand Registration Rights .
We have no obligation to effect any demand, piggyback, Form F-3 or Form S-3 registration upon the earlier of (i) September 14, 2028 and (ii) with respect to any holder, the date on which such holder may sell without registration, all of such holder’s registrable securities under Rule 144 of the Securities Act in any 90-day period.
We have no obligation to effect any demand, piggyback, Form F-3 or Form S-3 registration upon the earlier of (i) September 14, 2028 and (ii) with respect to any holder, the date on which such holder may sell without registration, all of such holder’s registrable securities under Rule 144 of the Securities Act in any 90-day period. 141 Table of Contents In addition, on June 20, 2023, we entered into a registration rights agreement with CYVN Holdings L.L.C.
Compensation—Stock Incentive Plans.” Other Transactions with Related Parties In 2022, 2023 and 2024, we provided sales of goods to our affiliates, including Wuhan Weineng Battery Assets Co., Ltd. and its subsidiary, Blue Horizon Limited and its subsidiaries, Shanghai Weishang Business Consulting Co., Ltd. and Hefei Chuang Wei Information Consultation Co., Ltd. and we received total sales of goods of RMB3,105.9 million, RMB1,457.9 million and RMB9,918.3 million (US$1,358.8 million), respectively.
Compensation—Stock Incentive Plans.” Other Transactions with Related Parties In 2023, 2024 and 2025, we sold goods to our affiliates, including Wuhan Weineng Battery Assets Co., Ltd. and its subsidiaries, Blue Horizon Limited and its subsidiaries, Shanghai Weishang Business Consulting Co., Ltd. and Hefei Chuang Wei Information Consultation Co., Ltd., and recognized a total revenue from sales of goods of RMB1,457.9 million, RMB9,918.3 million and RMB16,117.1 million (US$2,304.7 million), respectively.
The shareholders agreement and right of first refusal and co-sale agreement (i) provided for certain special rights, including right of first refusal, co-sale rights and preemptive rights and (ii) contained provisions governing board of directors and other corporate governance matters.
Organizational Structure.” Shareholders Agreement and Registration Rights We entered into a shareholders agreement and a right of first refusal and co-sale agreement on November 10, 2017 with our shareholders. 140 Table of Contents The shareholders agreement and right of first refusal and co-sale agreement (i) provided for certain special rights, including right of first refusal, co-sale rights and preemptive rights and (ii) contained provisions governing board of directors and other corporate governance matters.
In 2022, 2023 and 2024, we provided property management, administrative support, design and research and development services to our affiliates, including Wuhan Weineng Battery Assets Co., Ltd. and its subsidiary, Forseven Limited and its affiliate, Blue Horizon Limited and its subsidiaries, Nanjing Weibang Transmission Technology Co., Ltd., and Beijing Weixu Business Consulting Co., Ltd., and we received total service income of RMB122.7 million, RMB167.2 million and RMB306.5 million (US$42.0 million), respectively.
In 2023, 2024 and 2025, we provided property management, administrative support, design and research and development services to our affiliates, including McLaren Group Holdings Limited and its subsidiaries, Wuhan Weineng Battery Assets Co., Ltd. and its subsidiaries, Blue Horizon Limited and its subsidiaries, VTA Technology Inc. and its subsidiaries, and Nanjing Weibang Transmission Technology Co., Ltd., and recognized a total service revenue of RMB167.2 million, RMB306.5 million and RMB999.3 million (US$142.9 million), respectively.
In 2022, 2023 and 2024, we received marketing and advertising, research and development, and maintenance services from Tianjin Tengyi Information Technology Co., Ltd.
In 2023, 2024 and 2025, we received marketing and advertising, research and development, and maintenance services from our affiliates, including Kunshan Siwopu Intelligent Equipment Co., Ltd., Wuhan Weineng Battery Assets Co., Ltd. and its subsidiaries, Tianjin Tengyi Information Technology Co., Ltd.
(formerly known as Tianjin Boyou Information Technology Co., Ltd.), Kunshan Siwopu Intelligent Equipment Co., Ltd., Xunjie Energy (Wuhan) Co., Ltd., Wuhan Weineng Battery Assets Co., Ltd and its subsidiary, Jianglai Advanced Manufacturing Technology (Anhui) Co., Ltd., Shanghai VTA Technology Co., Ltd., Beijing Welion New Energy Technology Co., Ltd, and Zhejiang Weilai Xinneng Private Equity Management Co., Ltd.
(formerly known as Tianjin Boyou Information Technology Co., Ltd.), Jianglai Advanced Manufacturing Technology (Anhui) Co., Ltd., Xunjie Energy (Wuhan) Co., Ltd., and Beijing Welion New Energy Technology Co., Ltd, and incurred total service expenses of RMB250.0 million, RMB153.8 million and RMB47.7 million (US$6.8 million), respectively.
Removed
Organizational Structure.” Shareholders Agreement and Registration Rights We entered into a shareholders agreement and a right of first refusal and co-sale agreement on November 10, 2017 with our shareholders.
Added
C. Interests of Experts and Counsel Not applicable.
Removed
In addition, on June 20, 2023, we entered into a registration rights agreement with CYVN Holdings L.L.C.
Removed
(formerly known as Ningbo Meishan Free Trade Port Weilai Xinneng Investment Management Co., Ltd.) and paid a total service fees of RMB145.3 million, RMB250.0 million and RMB153.8 million (US$21.1 million), respectively.
Removed
In 2022, 2023 and 2024, we received a total of RMB1.0 million, RMB5.6 million and RMB51.5 million (US$7.1 million) for sale of raw material, property and equipment from Wuhan Weineng Battery Assets Co., Ltd and its subsidiary, Shanghai VTA Technology Co., Ltd., Blue Horizon Limited and its subsidiaries, and Kunshan Siwopu Intelligent Equipment Co., Ltd.
Removed
In February 2024, we entered into a technology license agreement with Forseven Limited, a subsidiary of CYVN Holdings L.L.C. Pursuant to the agreement, we granted a non-exclusive and non-transferrable worldwide license to Forseven to use certain of our existing and future technical information, technical solutions, software and intellectual property rights related to or subsisting in our smart electric vehicle platforms.
Removed
In 2024, we received total technology license fees of RMB59.4 million, comprising a non-refundable, fixed upfront license fee plus royalties determined based on the sales of licensed products by Forseven. C. Interests of Experts and Counsel Not applicable.

Other NIO 10-K year-over-year comparisons