NIO Inc. Files 20-F Annual Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>NIO Inc. has filed its 2023 annual report on Form 20-F, detailing its financial performance and business operations.</b>

AI Summary

NIO Inc. (NIOIF) filed a Foreign Annual Report (20-F) with the SEC on April 9, 2024. NIO Inc. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The filing covers the period ending December 31, 2023. The company's principal executive offices are located in Shanghai, China. NIO Inc. is classified under SIC code 3711 for Motor Vehicles & Passenger Car Bodies. The filing was made on April 9, 2024.

Why It Matters

For investors and stakeholders tracking NIO Inc., this filing contains several important signals. This filing provides a comprehensive overview of NIO's financial health and strategic direction for investors and stakeholders. As a key disclosure for foreign private issuers, the 20-F report is crucial for understanding NIO's compliance and operational status in the US market.

Risk Assessment

Risk Level: medium — NIO Inc. shows moderate risk based on this filing. The company operates in the highly competitive automotive industry, facing significant challenges in production, sales, and technological innovation, as evidenced by its ongoing need for capital and market share dynamics.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 20-F to assess NIO's long-term viability and growth prospects in the electric vehicle market.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-09 — Filing Date (Date the 20-F was filed)
• 001-38638 — SEC File Number (SEC file number for NIO Inc.)

Key Players & Entities

• NIO Inc. (company) — Filer of the 20-F report
• 2023-12-31 (date) — Conformed period of report
• 2024-04-09 (date) — Filed as of date
• 0001736541 (company) — Central Index Key for NIO Inc.
• 3711 (industry) — Standard Industrial Classification for Motor Vehicles & Passenger Car Bodies
• Shanghai (location) — City of business and mail address

FAQ

Risk Factors

• Intense Competition in the Electric Vehicle Market [high — market]: The electric vehicle market is highly competitive, with rapid technological advancements and evolving consumer preferences, which could adversely affect NIO's business.
• Need for Additional Financing [high — financial]: NIO has a history of incurring losses and may require substantial additional financing to fund its operations, capital expenditures, and growth strategies.
• Manufacturing and Supply Chain Risks [medium — operational]: NIO is subject to risks associated with its manufacturing processes, reliance on suppliers, and the ability to scale production to meet demand.

Industry Context

NIO Inc. operates within the rapidly evolving global electric vehicle (EV) industry, characterized by intense competition, technological innovation, and increasing regulatory support for sustainable transportation.

Regulatory Implications

The company is subject to various regulations in the jurisdictions where it operates, including those related to vehicle safety, environmental standards, and financial reporting for foreign issuers.

What Investors Should Do

1. Analyze NIO's revenue and profitability trends from the detailed financial statements within the 20-F.
2. Evaluate the specific risks outlined in the 'Risk Factors' section, particularly those related to competition and financing.
3. Compare NIO's performance and strategic initiatives against key competitors in the EV market.

Key Dates

• 2024-04-09: Filing of 20-F — Annual report submission for fiscal year 2023

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year ended December 31, 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $0.00025 — one Class A ordinary share),par value US$0.00025 per share NIO New York Stock Exchan
• $ — nge Securities Trading Limited; and "US$," "dollars" or "U.S. dollars" refer to
• $1 — rt are made at a rate of RMB7.0999 to US$1.00, the exchange rate in effect as of D
• $2.0 million — ing for nil, nil and RMB13.8 million (US$2.0 million) for the years ended December 31, 2021,
• $15.6 million — RMB89.2 million and RMB110.5 million (US$15.6 million) for the years ended December 31, 2021,

Filing Documents

• nio-20231231x20f.htm (20-F) — 5275KB
• nio-20231231xex4d44.htm (EX-4.44) — 178KB
• nio-20231231xex4d45.htm (EX-4.45) — 167KB
• nio-20231231xex4d46.htm (EX-4.46) — 193KB
• nio-20231231xex4d47.htm (EX-4.47) — 119KB
• nio-20231231xex4d48.htm (EX-4.48) — 288KB
• nio-20231231xex4d49.htm (EX-4.49) — 547KB
• nio-20231231xex8d1.htm (EX-8.1) — 17KB
• nio-20231231xex11d1.htm (EX-11.1) — 141KB
• nio-20231231xex12d1.htm (EX-12.1) — 15KB
• nio-20231231xex12d2.htm (EX-12.2) — 15KB
• nio-20231231xex13d1.htm (EX-13.1) — 7KB
• nio-20231231xex13d2.htm (EX-13.2) — 6KB
• nio-20231231xex15d1.htm (EX-15.1) — 4KB
• nio-20231231xex15d2.htm (EX-15.2) — 6KB
• nio-20231231xex97d1.htm (EX-97.1) — 42KB
• nio-20231231x20f001.jpg (GRAPHIC) — 177KB
• nio-20231231x20f003.jpg (GRAPHIC) — 58KB
• nio-20231231xex11d1001.jpg (GRAPHIC) — 61KB
• nio-20231231xex15d2001.jpg (GRAPHIC) — 13KB
• nio-20231231xex15d2002.jpg (GRAPHIC) — 7KB
• 0001104659-24-044923.txt (&nbsp;) — 24174KB
• nio-20231231.xsd (EX-101.SCH) — 140KB
• nio-20231231_cal.xml (EX-101.CAL) — 151KB
• nio-20231231_def.xml (EX-101.DEF) — 626KB
• nio-20231231_lab.xml (EX-101.LAB) — 971KB
• nio-20231231_pre.xml (EX-101.PRE) — 933KB
• nio-20231231x20f_htm.xml (XML) — 4234KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4

KEY INFORMATION

ITEM 3. KEY INFORMATION 4

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 75

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 116

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 116

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 133

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 144

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 147

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 148

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 149

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 167

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 168 PART II. 177

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 177

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 177

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 178 ITEM 16. 179

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 179

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 179

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 179

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 179

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 180

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 180

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 180

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 180

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 180

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 180

CYBERSECURITY

ITEM 16K. CYBERSECURITY 180 PART III. 181

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 181

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 181

EXHIBITS

ITEM 19. EXHIBITS 182

SIGNATURES

SIGNATURES 185 i Table of Contents INTRODUCTION In this annual report on Form 20-F, except where the context otherwise requires and for purposes of this annual report only: "ADAS" refers to advanced driver assistance system; "ADR" refers to the American depositary receipt that evidences the ADS; "ADSs" refer to our American depositary shares, each of which represents one Class A ordinary share; "AI" refers to artificial intelligence; "Anhui NIO AT" refers to Anhui NIO AI Technology Co., Ltd., one of the VIEs; "Anhui NIO DT" refers to Anhui NIO Data Technology Co., Ltd., one of the VIEs; "Beijing NIO" refers to Beijing NIO Network Technology Co., Ltd., one of the VIEs; "China" or the "PRC" refers to the People's Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan; "Class A ordinary shares" refer to our Class A ordinary shares, par value US$0.00025 per share; "Class B ordinary shares" refer to the Class B ordinary shares that we historically authorized and issued, par value US$0.00025 per share. All the authorized Class B ordinary shares were redesignated as Class A ordinary shares at the annual general meeting held on August 25, 2022; "Class C ordinary shares" refer to our Class C ordinary shares, par value US$0.00025 per share; "EV" refers to electric passenger vehicle; "Hong Kong" or "HK" refers to the Hong Kong Special Administrative Region of the People's Republic of China; "Hong Kong Listing Rules" refer to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time; "Hong Kong Stock Exchange" refers to The Stock Exchange of Hong Kong Limited; "ICE" refers to internal combustion engine; "Main Board of the Hong Kong Stock Exchange" refers to the stock market (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of t

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Holding Company Structure and Contractual Arrangements with the VIEs NIO Inc. is not an operating company in China but a Cayman Islands holding company with no equity ownership in its consolidated variable interest entities, or VIEs. We conduct our operations in China (i) primarily through our PRC subsidiaries, and (ii) to a much lesser extent, through the VIEs, namely Beijing NIO, Anhui NIO AT, and Anhui NIO DT, with each of which we maintain contractual arrangements, and their subsidiary. We have also established subsidiaries in the United States, Germany, the United Kingdom, Norway and other overseas jurisdictions to promote our services and businesses, entering into business contracts with offshore counterparties and holding overseas intellectual properties. PRC laws and regulations (i) restrict and impose conditions on foreign investment in value-added telecommunication services, including without limitation, performing internet information services as well as holding certain related licenses; and (ii) prohibit foreign investment in certain services related to autonomous driving as well as the holding of licenses by foreign entities. Additionally, in practice, subject to the qualifications set by China Banking and Insurance Regulatory Commission for foreign shareholders of the insurance brokerage companies, the China Banking and Insurance Regulatory Commission typically would not approve the establishment of foreign-invested insurance brokerage companies which perform insurance brokerage services and hold certain related licenses. Accordingly, we operate these businesses in China through Beijing NIO, Anhui NIO AT, and Anhui NIO DT, or as referred to as the VIEs, and their subsidiary. We rely on contractual arrangements among our PRC subsidiaries, the VIEs and their nominee shareholders to maintain a controlling financial interest as the primary beneficiary of each VIE (as defined in U.S. GAAP, ASC 810). Under U.S. GAAP, we cons

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View this 20-F filing on SEC EDGAR