View:
Download DOC
Download PDF
Download XLS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2020

 

Commission File Number: 001-38638

 

 

 

NIO Inc.

(Registrant’s Name)

 

 

 

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x      Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1  

English translation of Amendment and Supplementary Agreement to Investment Agreement, dated May 29, 2020, among Hefei Construction Investment Holdings (Group) Co., Ltd., the Registrant, NIO Nextev Limited, NIO Power Express Limited, NIO (Anhui) Holding Co., Ltd. and other parties thereto.

     
99.2   English translation of Amendment and Supplementary Agreement to Shareholders’ Agreement, dated May 29, 2020, among Hefei Construction Investment Holdings (Group) Co., Ltd., the Registrant, NIO Nextev Limited, NIO Power Express Limited, NIO (Anhui) Holding Co., Ltd. and other parties thereto.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

NIO Inc.

 

By       :

/s/ Wei Feng

Name : Wei Feng
Title : Chief Financial Officer

 

Date: June 9, 2020

 

 

 

Exhibit 99.1

 

Amendment and Supplementary Agreement to
NIO China Investment Agreement

 

This Amendment and Supplementary Agreement to NIO China Investment Agreement (this “Amendment and Supplementary Agreement”) is made on May 29, 2020 (the “Execution Date”) by and among:

 

(1)CMG-SDIC Capital Management Co., Ltd., a limited liability company duly established and existing under the Laws of the People’s Republic of China (“PRC” or “China”, for the purpose of this Amendment and Supplementary Agreement, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan), with unified social credit code of 91130600MA094UG35F, and with its legal representative being GAO Guohua and registered office at West Dong Ao Wei Road, Rongcheng County, Baoding city, Hebei province (“SDIC”);

 

(2)Advanced Manufacturing Industry Investment Fund II (Limited Partnership), a limited partnership duly established and existing under the Laws of China, with unified social credit code of 91320191 MA1YK7YA6J, and with its executive partner being SDIC and registered office at Room 1380, Fuyin Building, No. 99 Yanchuangyuan Tuanjie Road, Jiangbei New Area, Nanjing (“Advanced Manufacturing Industry Investment Fund”);

 

(3)Anhui Provincial Emerging Industry Investment Co., Ltd., a limited liability company duly established and existing under the Laws of China, with unified social credit code of 9134000032543101X1, and with its legal representative being HUANG Linmu and registered address at Room 301, Innovation Building, 860 Wangjiang West Road, High-tech District, Hefei City, Anhui Province (“Anhui High-tech Co.”);

 

(4)Anhui Jintong New Energy Automobile II Fund Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of China, with unified social credit code of 91340800 MA2UE54B3J, and with its executive partner being Anhui Jintong New Energy II Investment Management Partnership (Limited Partnership) and registered office at Room 616-1, Building 1, 188 Wenyuan Road, Yixiu District, Anqing City, Anhui Province (“New Energy Automobile Fund”);

 

(5)Hefei City Construction and Investment Holding (Group) Co., Ltd., a limited liability company duly established and existing under the Laws of China, with unified social credit code of 91340100790122917R, and with its legal representative being LI Hongzhuo and registered address at No. 229 Wuhan road, Binhu New District, Hefei City, Anhui Province (the “Hefei Investor”);

 

 1 

 

 

(6)Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of China, with unified social credit code of 91340111 MA2UU69EX8, and with its executive partner being Hefei Xinping Investment Management Co., Ltd. and registered office at Room 101, Area G, Intelligent Equipment Technology Park, 3963 Susong Road, Economic and Technology Development Zone, Hefei, Anhui Province (“Jianheng New Energy Fund”);

 

(7)NIO Inc., a company duly organized and validly existing under the laws of the Cayman Islands and having its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and currently listed on the New York Stock Exchange of the United States under the code of NIO (“NIO Inc.”);

 

(8)NIO Nextev Limited, a limited company duly organized and validly existing under the laws of Hong Kong Special Administrative Region, with company number of 2199750 and its registered address at 30th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (“NIO HK”);

 

(9)NIO User Enterprise Limited, a limited company duly organized and validly existing under the laws of Hong Kong Special Administrative Region, with company number of 2487823 and its registered address at 30th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (“UE HK”);

 

(10)NIO Power Express Limited, a limited company duly organized and validly existing under the laws of Hong Kong Special Administrative Region, with company number of 2472480 and its registered address at 30th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (“PE HK”, together with NIO HK and UE HK, the “NIO HK Holding Platforms”, and together with NIO Inc., the “NIO Parties”); and

 

(11)NIO (Anhui) Holding Co., Ltd., a limited liability company duly organized and validly existing under the laws of China, with its unified social credit code of 91340111 MA2RAD3M4R, with its legal representative being WANG Zhenglin and its registered address at West Susong Road and North Shenzhen Road, Economic and Technological Development Zone, Hefei City, Anhui Province (the “Target Company”).

 

For purposes of this Amendment and Supplementary Agreement, each of the above parties are referred to individually as a “Party” and collectively as the “Parties”. Jianheng New Energy Fund, Advanced Manufacturing Industry Investment Fund and New Energy Automobile Fund are referred to collectively as the “Designees”.

 

 2 

 

 

Unless otherwise specified in this Amendment and Supplementary Agreement, all terms used herein shall have the same meanings and interpretation rules as those provided under the Investment Agreement (as defined below).

 

WHEREAS:

 

(a)SDIC, Anhui High-tech Co., the Hefei Investor, the NIO Parties and the Target Company have entered into a NIO China Investment Agreement dated April 29, 2020 (the “Investment Agreement”);

 

(b)Pursuant to the Investment Agreement, SDIC shall subscribe for RMB 174,825,174.83 of the newly increased registered capital of the Target Company at a price of RMB1,000,000,000.00 (the “SDIC Capital Increase Price”), representing 3.44% of equity interest in the Target Company; Anhui High-tech Co. shall subscribe for RMB 174,825,174.83 of the newly increased registered capital of the Target Company at a price of RMB1,000,000,000.00 (the “Anhui High-tech Co.”), representing 3.44% of equity interest in the Target Company; and the Hefei Investor shall subscribe for RMB874,125,874.13 of the newly increased registered capital of the Target Company at a price of RMB5,000,000,000.00 (the “Hefei Investor Capital Increase Price”), representing 17.22% of equity interest in the Target Company;

 

(c)SDIC designates Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co. designates New Energy Automobile Fund and the Hefei Investor designates Jianheng New Energy Fund to assume all or part of their respective rights and obligations under the Investment Agreement in accordance with this Amendment and Supplementary Agreement, and each Designee agrees to assume such rights and obligations in accordance with this Amendment and Supplementary Agreement; and

 

(d)The Parties unanimously agree to make specific amendments and supplements to certain terms of the Investment Agreement in accordance with this Amendment and Supplementary Agreement.

 

NOW, THEREFORE, the Parties unanimously agree and acknowledge that each Designee shall become a party to the Investment Agreement by entering into this Amendment and Supplementary Agreement and agree as follows:

 

1.SDIC hereby designates Advanced Manufacturing Industry Investment Fund to assume all of its rights and obligations under the Investment Agreement in accordance with this Amendment and Supplementary Agreement and the Advanced Manufacturing Industry Investment Fund agrees to assume such rights and obligations in accordance with this Amendment and Supplementary Agreement; Anhui High-tech Co. hereby designates New Energy Automobile Fund to assume all of its rights and obligations related to the subscription of the Target Company’s increased capital of RMB 200,000,000.00 (representing RMB 34,965,034.97 of the newly increased registered capital of the Target Company) under the Investment Agreement in accordance with this Amendment and Supplementary Agreement and the New Energy Automobile Fund hereby agrees to assume such rights and obligations in accordance with this Amendment and Supplementary Agreement; the Hefei Investor hereby designates Jianheng New Energy Fund to assume all of its rights and obligations under the Investment Agreement in accordance with this Amendment and Supplementary Agreement and the Jianheng New Energy Fund hereby agrees to assume such rights and obligations in accordance with this Amendment and Supplementary Agreement; The term “Parties” contained in the Investment Agreement shall include Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund, Jianheng New Energy Fund, NIO Inc., NIO HK, UE HK, PE HK and the Target Company; the term “Party” contained in the Investment Agreement shall include any of the foregoing Parties.

 

 3 

 

 

2.In Article 1.1 of the Investment Agreement, the following definitions are amended as follows:

 

Investor means Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund

 

The following definitions shall be added:

 

Advanced Manufacturing Industry Investment Fund Capital Increase Price means the definition of Article 2.1.1.1 hereof
Jianheng New Energy Fund Capital Increase Price means the definition of Article 2.1.1.1 hereof
New Energy Automobile Fund Capital Increase Price means the definition of Article 2.1.1.1 hereof

 

The following definitions shall be deleted:

 

SDIC Capital Increase Price means the definition of Article 2.1.1.1 hereof
Hefei Investor Capital Increase Price means the definition of Article 2.1.1.1 hereof

 

 4 

 

 

3.Article 2.1.1.1 of the Investment Agreement shall be amended as follows:

 

The total value of the Target Company and all of the Restructure Assets that shall be contributed by the NIO Parties into the Target Company in accordance with this Agreement (including all the equity interest in NIO Co., Ltd., Shanghai NIO Sales and Service Co., Ltd. and NIO Energy Investment (Hubei) Co., Ltd., which shall be contributed by the NIO HK Holding Platforms into the Target Company, and the other restructure assets that shall be contributed by the NIO Parties into the Target Company) shall be RMB 17,767.8 billion, which is 85% of the average of the market value of NIO Inc. based on the stock price of NIO Inc. in the 30 public trading days prior to April 21, 2020 published by the New York Stock Exchange. The Parties agree that the Investors shall invest RMB 7 billion (“Investors Capital Increase Price”) to subscribe for RMB 1,223,776,223.79 newly increased registered capital of the Target Company, representing 24.115% of equity interest in the Target Company after the completion of this Transaction, among which:

 

(i)Advanced Manufacturing Industry Investment Fund shall subscribe for RMB 174,825,174.83 of the Target Company’s newly increased registered capital at a price of RMB 1,000,000,000.00 (the “Advanced Manufacturing Industry Investment Fund Capital Increase Price”), representing 3.445% of equity interest in the Target Company after the completion of this Transaction;

 

(ii)Anhui High-tech Co. shall subscribe for RMB 139,860,139.86 of the Target Company’s newly increased registered capital at a price of RMB 800,000,000.00 (the “Anhui High-tech Co. Capital Increase Price”), representing 2.756% of equity interest in the Target Company after the completion of this Transaction;

 

(iii)New Energy Automobile Fund shall subscribe for RMB 34,965,034.97 of the newly increased registered capital of the Target Company at a price of RMB 200,000,000.00 (the “New Energy Automobile Fund Capital Increase Price”), representing 0.689% of equity interest in the Target Company after the completion of this Transaction;

 

(iv)Jianheng New Energy Fund shall subscribe for RMB 874,125,874.13 of the newly increased registered capital of the Target Company at a price of RMB 5,000,000,000.00 (the “Jianheng New Energy Fund Capital Increase Price”), representing 17.225% of equity interest in the Target Company after the completion of this Transaction.

 

 5 

 

 

Among the Investors Capital Increase Price, RMB 1,223,776,223.79 shall become the newly increased registered capital of the Target Company and RMB 5,776,223,776.21 shall be included as surplus in the capital reserves of the Target Company. Specifically:

 

Name of
Shareholder		  Capital Increase
Price		   Corresponding
Registered
Capital		   Percentage of
Equity interest in
the Target
Company after
Completion of the
Transaction		   Premium included
as Surplus in the
Capital Reserve		 
Advanced Manufacturing Industry Investment Fund   1,000,000,000.00    174,825,174.83    3.445%   825,174,825.17 
Anhui High-tech Co.   800,000,000.00    139,860,139.86    2.756%   660,139,860.14 
New Energy Automobile Fund   200,000,000.00    34,965,034.97    0.689%   165,034,965.03 
Jianheng New Energy Fund   5,000,000,000.00    874,125,874.13    17.225%   4,125,874,125.87 
TOTAL   7,000,000,000.00    1,223,776,223.79    24.115%   5,776,223,776.21 

 

4.Article 2.1.1.2 of the Investment Agreement shall be amended as follows:

 

The Parties agree that UE HK shall subscribe for RMB 744,755,244.76 of the newly increased registered capital of the Target Company at the price of RMB 4.26 billion (equivalent to US$ 602.1 million) (the “NIO Parties Capital Increase Price”, together with the Investors Capital Increase Price, the “Capital Increase Price”) in accordance with this Agreement, representing 14.676% of equity interest in the Target Company after the completion of this Transaction, RMB744,755,244.76 of which shall be the newly increased registered capital of the Target Company and RMB 3,515,244,755.24 of which shall be included as surplus in the capital reserves of the Target Company.

 

 6 

 

 

5.Article 2.1.2 of the Investment Agreement shall be amended as follows:

 

The Parties agree that the NIO Parties shall carry out Asset Contribution to the Target Company (the “Asset Contribution”), the Restructure Assets will be invested into the Target Company at the price of RMB17,704,785,800.00 to subscribe for RMB3,095,242,272.71 of the newly increased registered capital of the Target Company, representing 60.993% of equity interest in the Target Company after the completion of the Transaction, RMB3,095,242,272.71 of which shall be the newly increased registered capital of the Target Company and RMB14,609,543,527.29 of which shall be included as surplus in the capital reserves of the Target Company.

 

In connection with the Asset Contribution, the NIO Parties shall complete the Asset Contribution in the Target Company through subscription for capital increase by the NIO HK Holding Platforms, and after the completion of the Transaction, the NIO HK Holding Platforms shall hold equity interest in the Target Company based on the following percentages. For the avoidance of doubt, the following table only sets forth the equity interest in the Target Company obtained through the Restructure Assets contribution by the NIO HK Holding Platforms:

 

Name of
Shareholder		  Amount of
Restructure Assets
Contribution		   Corresponding
Registered Capital		   Percentage of
Equity interest in
the Target
Company after
Completion of the
Transaction		   Premium included
as Surplus in the
Capital Reserve		 
NIO Nextev Limited   14,491,793,115.73    2,533,530,264.99    49.924%   11,958,262,850.74 
NIO User Enterprise Limited   2,870,760,400.30    501,881,188.84    9.890%   2,368,879,211.46 
NIO Power Express Limited   342,232,283.97    59,830,818.88    1.179%   282,401,465.09 
TOTAL   17,704,785,800.00    3,095,242,272.71    60.993%   14,609,543,527.29 

 

 7 

 

 

6.The form in Article 2.2 of the Investment Agreement shall be amended as follows:

 

Name of Shareholder  Subscribed Capital
Contribution (RMB)		   Percentage of
Subscribed Capital
Contribution		 
NIO Nextev Limited   2,539,030,264.99    50.032%
NIO User Enterprise Limited   1,252,136,433.60    24.674%
NIO Power Express Limited   59,830,818.88    1.179%
Advanced Manufacturing Industry Investment Fund   174,825,174.83    3.445%
Anhui High-tech Co.   139,860,139.86    2.756%
New Energy Automobile Fund   34,965,034.97    0.689%
Jianheng New Energy Fund   874,125,874.13    17.225%
TOTAL   5,074,773,741.26    100.000%

 

 

7.Article 3.1.1 of the Investment Agreement shall be amended as follows:

 

(1)On the fifth (5th) business day after all of the Investor’s closing conditions have been proved to be satisfied or waived, Advanced Manufacturing Industry Investment Fund shall pay all Advanced Manufacturing Industry Investment Fund Capital Increase Price of RMB 1,000,000,000.00 to the bank account opened by the Target Company, of which RMB 174,825,174.83 shall be included in the registered capital of the Target Company and RMB 825,174,825.17 shall be included in the capital reserves of the Target Company;

 

(2)In principal, on the fifth (5th) business day after all of the Investor’s closing conditions have been proved to be satisfied or waived, but in no event later than September 30, 2020, Anhui High-tech Co. shall pay all Anhui High-tech Co. Capital Increase Price of RMB 800,000,000.00 to the bank account opened by the Target Company, of which RMB 139,860,139.86 shall be included in the registered capital of the Target Company and RMB 660,139,860.14 shall be included in the capital reserves of the Target Company.

 

(3)In principal, on the fifth (5th) business day after all of the Investor’s closing conditions have been proved to be satisfied or waived, but in no event later than September 30, 2020, New Energy Automobile Fund shall pay all New Energy Automobile Fund Capital Increase Price of RMB 200,000,000.00 to the bank account opened by the Target Company, of which RMB 34,965,034.97 shall be included in the registered capital of the Target Company and RMB 165,034,965.03 shall be included in the capital reserves of the Target Company.

 

 8 

 

 

(4)On the fifth (5th) business day after all of the Investor’s closing conditions have been proved to be satisfied or waived, UE HK shall pay three tenths (3/10) of the NIO Parties’ Capital Increase Price, i.e., RMB 1.278 billion, to the bank account opened by the Target Company, of which RMB 223,426,573.43 shall be included in the registered capital of the Target Company and RMB 1,054,573,426.57 shall be included in the capital reserves of the Target Company;

 

(5)Jianheng New Energy Fund shall pay three tenths (3/10) of the Jianheng New Energy Fund Capital Increase Price, i.e., RMB 1.5 billion to the bank account of the Target Company on or before June 30, 2020, of which, RMB 262,237,762.24 shall be included in the registered capital of the Target Company, and RMB 1,237,762,237.76 shall be included in the capital reserves of the Target Company. The Parties agree that Jianheng New Energy Fund shall pay the first installment of the Capital Increase Price subject to the completion of private equity fund filing with the Asset Management Association of China. If such private equity fund filing has not been completed prior to June 30, 2020, the payment of the first installment of the Capital Increase Price shall be the made upon completion of such private equity fund filing.

 

The form in Section 3.1.1 of the Investment Agreement shall be amended as follows:

 

Name of
Shareholder		  First Installment of
Capital Increase
Price		   Corresponding
Registered
Capital		   Premium included as
Surplus in the Capital
Reserve		 
Advanced Manufacturing Industry Investment Fund   1,000,000,000.00    174,825,174.83    825,174,825.17 
Anhui High-tech Co.   800,000,000.00    139,860,139.86    660,139,860.14 
New Energy Automobile Fund   200,000,000.00    34,965,034.97    165,034,965.03 
Jianheng New Energy Fund   1,500,000,000.00    262,237,762.24    1,237,762,237.76 
UE HK   1,278,000,000.00    223,426,573.43    1,054,573,426.57 
TOTAL   4,778,000,000.00    835,314,685.33    3,942,685,314.67 

 

 9 

 

 

8.Article 3.1.2(2) of the Investment Agreement shall be amended as follows: “Jianheng New Energy Fund shall pay three tenths (3/10) of the Jianheng New Energy Fund Capital Increase Price, i.e., RMB 1.5 billion to the bank account of the Target Company on or before June 30, 2020, of which, RMB 262,237,762.24 shall be included in the registered capital of the Target Company, and RMB 1,237,762,237.76 shall be included in the capital reserves of the Target Company. The Parties agree that Jianheng New Energy Fund shall pay the second installment of the Capital Increase Price subject to the completion of private equity fund filing with the Asset Management Association of China. If such private equity fund filing has not been completed prior to June 30, 2020, the payment of the second installment of the Capital Increase Price shall be the made upon completion of such private equity fund filing.”

 

The form in Section 3.1.2 of the Investment Agreement shall be amended as follows:

 

Name of
Shareholder		  Second Installment of
Capital Increase
Price		   Corresponding
Registered
Capital		   Premium included as
Surplus in the Capital
Reserve		 
Jianheng New Energy Fund   1,500,000,000.00    262,237,762.24    1,237,762,237.76 
UE HK   1,278,000,000.00    223,426,573.43    1,054,573,426.57 
TOTAL   2,778,000,000.00    485,664,335.67    2,292,335,664.33 

 

9.Article 3.1.3(2) of the Investment Agreement shall be amended as follows: “Jianheng New Energy Fund shall pay one fifth (1/5) of the Jianheng New Energy Fund Capital Increase Price, i.e., RMB 1 billion to the bank account of the Target Company on or before September 30, 2020, of which, RMB 174,825,174.83 shall be included in the registered capital of the Target Company, and RMB 825,174,825.17 shall be included in the capital reserves of the Target Company. The Parties agree that Jianheng New Energy Fund shall pay the third installment of the Capital Increase Price subject to the completion of private equity fund filing with the Asset Management Association of China. If such private equity fund filing has not been completed prior to September 30, 2020, the payment of the third installment of the Capital Increase Price shall be the made upon completion of such private equity fund filing.”

 

 10 

 

 

The form in Section 3.1.3 of the Investment Agreement shall be amended as follows:

 

Name of
Shareholder		  Third Installment of
Capital Increase
Price		   Corresponding
Registered
Capital		   Premium included as
Surplus in the Capital
Reserve		 
Jianheng New Energy Fund   1,000,000,000.00    174,825,174.83    825,174,825.17 
UE HK   852,000,000.00    148,951,048.94    703,048,951.06 
TOTAL   1,852,000,000.00    323,776,223.77    1,528,223,776.23 

 

10.Article 3.1.4(2) of the Investment Agreement shall be amended as follows: “Jianheng New Energy Fund shall pay one tenth (1/10) of the Jianheng New Energy Fund Capital Increase Price, i.e., RMB 0.5 billion to the bank account of the Target Company on or before December 31, 2020, of which, RMB 87,412,587.41 shall be included in the registered capital of the Target Company, and RMB 412,587,412.59 shall be included in the capital reserves of the Target Company. The Parties agree that Jianheng New Energy Fund shall pay the fourth installment of the Capital Increase Price subject to the completion of private equity fund filing with the Asset Management Association of China. If such private equity fund filing has not been completed prior to December 31, 2020, the payment of the fourth installment of the Capital Increase Price shall be the made upon completion of such private equity fund filing.”

 

The form in Section 3.1.4 of the Investment Agreement shall be amended as follows:

 

Name of
Shareholder		  Fourth Installment of
Capital Increase
Price		   Corresponding
Registered
Capital		   Premium included as
Surplus in the Capital
Reserve		 
Jianheng New Energy Fund   500,000,000.00    87,412,587.41    412,587,412.59 
UE HK   426,000,000.00    74,475,524.48    351,524,475.52 
TOTAL   926,000,000.00    161,888,111.89    764,111,888.11 

 

 11 

 

  

11.Article 3.1.5(2) of the Investment Agreement shall be amended as follows: “Jianheng New Energy Fund shall pay one tenth (1/10) of the Jianheng New Energy Fund Capital Increase Price, i.e., RMB 0.5 billion to the bank account of the Target Company on or before March 31, 2021, of which, RMB 87,412,587.41 shall be included in the registered capital of the Target Company, and RMB 412,587,412.59 shall be included in the capital reserves of the Target Company. The Parties agree that if the NIO Parties fail to transfer ownership of the intellectual properties in the Asset Contribution to the Target Company before March 31, 2021, the Hefei Investor will be entitled to delay its payment of the fifth installment under this Article 3.1.5. After the NIO Parties have completed transfer of the ownership of the intellectual properties, the Hefei Investor shall immediately fulfill its payment obligation in respect of its fifth installment. The Parties agree that Jianheng New Energy Fund shall pay the fifth installment of the Capital Increase Price subject to the completion of private equity fund filing with the Asset Management Association of China. If such private equity fund filing has not been completed prior to March 31, 2021, the payment of the fifth installment of the Capital Increase Price shall be the made upon completion of such private equity fund filing.”

 

The form in Section 3.1.5 of the Investment Agreement shall be amended as follows:

 

Name of
Shareholder		  Fifth Installment of
Capital Increase
Price		   Corresponding
Registered
Capital		   Premium included as
Surplus in the Capital
Reserve		 
Jianheng New Energy Fund   500,000,000.00    87,412,587.41    412,587,412.59 
UE HK   426,000,000.00    74,475,524.48    351,524,475.52 
TOTAL   926,000,000.00    161,888,111.89    764,111,888.11 

 

 12 

 

 

12.Article 3.3.2 of the Investment Agreement shall be amended as follows: “If any NIO Party (the “NIO Overdue Party”) fails to pay any installment of the Capital Increase Price on time in accordance with this Agreement, then as from sixty (60) days after the expiry of the Capital Increase Price payment period for such installment or as from the date on which the NIO Party notifies the Target Company, Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund in writing of its failure to perform the obligation to pay the Capital Increase Price, Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund shall have the right to notify the NIO Overdue Party and the Target Company in writing and request the NIO Overdue Party to transfer the outstanding registered capital corresponding to the overdue Capital Increase Price to Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund or the third party designated by them free of charge, and Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund or the third party designated by them shall pay the total subscription price that is calculated using the subscription price per newly increased registered capital in this Transaction. The NIO Overdue Party shall, within twenty (20) business days from the date of receiving the aforesaid written notice, transfer the aforesaid unpaid registered capital to Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund or any third party designated thereby free of charge, and shall complete the re-registration formalities with AMR and other competent Authorities. If after the transfer, the transferee cannot pay the capital increase price, Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund shall be entitled to require the Target Company to decrease such overdue and unpaid registered capital in accordance with applicable laws and the Articles of Association of the Target Company. If Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund exercise the rights described in this Article at the same time, they shall exercise such rights in proportion to their paid-in capital contributions to the Target Company.”

 

13.Article 3.3.3 of the Investment Agreement shall be amended as follows: “If the NIO Overdue Party fails to pay the Capital Increase Price within sixty (60) days after the expiry of the Capital Increase Price payment period for such installment, and Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund choose not to exercise or only partially exercise the right provided under Article 3.3.2 hereof to request the NIO Overdue Party to transfer the unpaid registered capital without consideration, then with respect to the part of the unpaid registered capital that Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund do not exercise the right, Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund shall have the right to request the Target Company to decrease such overdue and unpaid registered capital in accordance with applicable laws and the Articles of Association of the Target Company.”

 

 13 

 

 

14.Article 3.3.4(3) of the Investment Agreement shall be amended as follows: “the NIO Parties fail to transfer the intellectual property rights listed in Exhibit 3 (but excluding the intellectual property rights under the name of NIO Co., Ltd.) within one (1) year after the Closing, which causes Jianheng New Energy Fund’s failure to pay the last installment of its Capital Increase Price on or before March 31, 2021.”

 

15.Article 3.3.5 of the Investment Agreement shall be amended as follows: “For the avoidance of doubt, exercise by Advanced Manufacturing Industry Investment Fund, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund of their rights set forth in this Article 3.3 shall not release the NIO Overdue Party from any obligation to pay the overdue fine.”

 

16.Article 4.10 of the Investment Agreement shall be amended as follows: “each of Advanced Manufacturing Industry Investment Fund and Jianheng New Energy Fund has nominated one (1) candidate whom has been duly appointed as the directors of the Target Company, and the board of directors of the Target Company shall have been duly composed in accordance with the Shareholders Agreement and the Articles of Association of the Target Company;”

 

17.Article 4.11 of the Investment Agreement shall be amended as follows: “Anhui High-tech Co. and Jianheng New Energy Fund have both obtained their necessary approvals related to state-owned investment; New Energy Automobile Fund has completed its internal approval procedures related to this Transaction.”

 

18.Article 13.2 of the Investment Agreement shall be amended as follows: “Contents related to the capital increase by Jianheng New Energy Fund shall be implemented after approval by the State-owned Assets Supervision and Administration Agency of Hefei City. Contents related to the capital increase by Anhui High-tech Co. shall be implemented after the relevant state-owned assets approval procedures have been completed. Contents related to the capital increase by New Energy Automobile Fund shall be implemented after its internal approval procedures have been completed.”

 

19.Article 13.3 of the Investment Agreement shall be amended as follows: “If Jianheng New Energy Fund, Anhui High-tech Co. and New Energy Automobile Fund request to make change to this Agreement in connection with effecting the procedures necessary to obtain state-owned assets approval, the Parties agree to enter into a supplement hereto. If there is any inconsistency, such supplement shall prevail.”

 

 14 

 

 

20.Article 14.2 of the Investment Agreement shall be amended as follows: “The Parties agree that any notice relating to this Agreement shall only be effective if it is delivered in writing. Delivery in written forms include but are not limited to delivery by courier, mail and email. Any such notice shall be deemed to have been delivered: (a) by courier or personal delivery, on the date it is received by the recipient; (b) by registered or certified mail, seven (7) business days after it is sent; and (c) by e-mail, immediately after the e-mail is successfully sent. Notices shall be deemed effectively given to the following places or to the following e-mail boxes:

 

  SDIC:
  Attention: DU Shuo
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  Anhui High-tech Co.:
  Attention: LIU Jingran
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  The Hefei Investor:
  Attention: XU Jing
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  Advanced Manufacturing Industry Investment Fund:
  Attention: DU Shuo
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  New Energy Automobile Fund:
  Attention: WEI Xiao
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  Jianheng New Energy Fund:
  Attention: ZHAI Chenchao
  Address: [***]
  Telephone: [***]
  Email: [***]

 

 15 

 

 

  The NIO Parties:
  Attention: LI Bin
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  The Target Company:
  Attention: LI Bin
  Address: [***]
  Telephone: [***]
  Email: [***]”

 

21.Article 15.3 of the Investment Agreement shall be deleted, and Article 15.3 of the Investment Agreement is reserved and intentionally left blank.

 

22.Exhibit II of the Investment Agreement (Shareholding Structure of NIO Inc. after the Completion of this Transaction) shall be amended as the exhibit of this Amendment and Supplementary Agreement. The exhibit to this Amendment and Supplementary Agreement is an integral part of this Amendment and Supplementary Agreement and shall have the same legal effect as the text hereof.

 

23.Each Party hereto hereby acknowledges that, each of SDIC, Anhui High-tech Co. and the Hefei Investor designates its respective Designee to assume all or part of its obligations and rights under the Investment Agreement in accordance with this Amendment and Supplementary Agreement, and each Party hereto hereby waives its right of first refusal and any other prior right or right of priority that they may be entitled to in accordance with applicable PRC Laws, this Amendment and Supplementary Agreement, the articles of association of the Target Company or any other matters.

 

24.As of the Execution Date of this Amendment and Supplementary Agreement, each Designee shall be deemed as a successor with respect to the registered capital subscribed by it and shall become a party to the Investment Agreement as if each Designee has executed the Investment Agreement as an original signatory party; for the avoidance of doubt, SDIC and the Hefei Investor shall no longer be bound by any obligations under the Investment Agreement with respect to the subscribed registered capital to be assumed by the Designees; Anhui High-tech Co. shall no longer be bound by such obligations under the Investment Agreement with respect to the registered capital to be subscribed by New Energy Automobile Fund.

 

 16 

 

 

25.This Amendment and Supplementary Agreement shall be governed by, and construed in accordance with the laws of the PRC.

 

26.Any dispute, controversy, difference or claim arising out of or relating to this Amendment and Supplementary Agreement shall be resolved by the Parties in dispute through amicable consultation. If the Parties fail to resolve such dispute within sixty (60) days of the date of the written notice given by a Party to the relevant other Parties indicating the existence of the dispute or requesting the commencement of negotiation, any Party may refer the dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing in accordance with the arbitration rules of CIETAC effective at the time of application for arbitration. The arbitration proceedings shall be conducted in Chinese. The arbitration tribunal shall consist of three (3) arbitrators to be appointed in accordance with the arbitration rules. The applicant and the respondent shall each appoint one (1) arbitrator, and the two (2) arbitrators so appointed by the parties shall agree upon the third arbitrator or the CIETAC shall appoint the third arbitrator. The arbitration award shall be final and binding on the parties to the arbitration. The losing Party shall be liable for the costs of the arbitration, all costs and expenses of the arbitration proceedings and all costs and expenses in relation to the enforcement of any arbitral award. The arbitral tribunal shall rule upon the costs of the parties not expressly provided for in this section.

 

27.This Amendment and Supplementary Agreement shall come into force and become binding on the Parties upon the execution by the legal representatives, authorized signatories or the respective authorized representatives and the affixation of their respective company chops. In case of conflict between any provisions of the Investment Agreement and this Amendment and Supplementary Agreement, this Amendment and Supplementary Agreement shall prevail; for any matter not mentioned herein, the Investment Agreement shall prevail; unless otherwise provided herein, the validity of other terms of the Investment Agreement shall not be affected by this Amendment and Supplementary Agreement.

 

28.This Amendment and Supplementary Agreement shall be written in Chinese and be executed in twelve (12) originals, each of which shall have the same legal effect. Each Party shall hold one (1) original.

 

(Remainder intentionally left blank)

 17 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  CMG-SDIC Capital Management Co., Ltd.
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Anhui Provincial Emerging Industry Investment Co., Ltd.
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  HeFei City Construction and Investment Holding (Group) Co., Ltd.
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Advanced Manufacturing Industry Investment Fund II (Limited Partnership)
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Anhui Jintong New Energy Automobile II Fund Partnership (Limited Partnership)
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership)
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO Inc.
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO Nextev Limited
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO User Enterprise Limited
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO Power Express Limited
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Investment Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO (Anhui) Holding Co., Ltd
  (Company Chop)
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page

 

 

 

Exhibit 99.2

 

Amendment and Supplementary Agreement to

the NIO China Shareholders Agreement

 

This Amendment and Supplementary Agreement to the NIO China Shareholders Agreement (this “Amendment and Supplementary Agreement”) is made on May 29, 2020 (the “Execution Date”) by and among:

 

(1)CMG-SDIC Capital Management Co., Ltd., a limited liability company duly established and existing under the Laws of the People’s Republic of China (“PRC” or “China”, for the purpose of this Amendment and Supplementary Agreement, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan), holding a business license with unified social credit code of 91130600MA094UG35F, and with its legal representative being GAO Guohua, and registered office at West Dong Ao Wei Road, Rongcheng County, Baoding City, Hebei Province (“SDIC”);

 

(2)Advanced Manufacturing Industry Investment Fund II (Limited Partnership), a limited liability partnership duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 91320191 MA1YK7YA6J, and with its executive partner being CMG-SDIC Capital Management Co., Ltd. and registered office at Room 1380, Fuying Building, No. 99 Tuanjie Road, Research and Innovation Park, Jiangbei New District, Nanjing City (“Advanced Manufacturing Industry Investment Fund”);

 

(3)Anhui Provincial Emerging Industry Investment Co., Ltd., a limited liability company duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 9134000032543101X1, and with its legal representative being HUANG Linmu and registered address at Room 301, Innovation Building, No. 860 West Wangjiang Road, High-tech District, Hefei City, Anhui Province (“Anhui High-tech Co.”);

 

(4)Anhui Jintong New Energy Automobile II Fund Partnership (Limited Partnership), a limited liability partnership duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 91340800MA2UE54B3J, and with its executive partner being Anhui Jintong New Energy II Investment Management Partnership (Limited Partnership) and registered office at Room 616-1, Building#1, Zhumeng New Zone, No. 188 Wenyuan Road, Yixiu District, Anqing City, Anhui Province (“New Energy Automobile Fund”);

 

(5)HeFei City Construction and Investment Holding (Group) Co., Ltd., a limited liability company duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 91340100790122917R, and with its legal representative being LI Hongzhuo and registered address at No. 229 Wuhan road, Binhu New District, Hefei City, Anhui Province (the “Hefei Investor”);

 

 1 

 

 

(6)Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership), a limited liability partnership duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 91340111MA2UU69EX8, and with its executive partner being Hefei Xinping Investment Management Co., Ltd. and registered address at Room 101, 1st Floor, Area G, Intelligent Equipment Technology Park, No. 3963 Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province (“Jianheng New Energy Fund”); and

 

(7)NIO Inc., a company duly established and validly existing under the Laws of the Cayman Islands, with its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and is currently listed on the New York Stock Exchange of the United States (NYSE: NIO) (“NIO Inc.”);

 

(8)NIO Nextev Limited, a private company limited by shares duly organized and validly existing under the Laws of the Hong Kong of the PRC, with its company number of 2199750, and registered office at 30th Floor, Jardine House, Once Connaught Place, Central, Hong Kong (“NIO HK”);

 

(9)NIO User Enterprise Limited, a private company limited by shares duly organized and validly existing under the laws of the Hong Kong of the PRC, with its company number of 2487823 and registered office at 30th Floor, Jardine House, Once Connaught Place, Central, Hong Kong (“UE HK”);

 

(10)NIO Power Express Limited, a private company limited by shares duly organized and validly existing under the Laws of the Hong Kong of the PRC, with its company number of 2472480 and registered office at 30th Floor, Jardine House, Once Connaught Place, Central, Hong Kong (“PE HK”, together with NIO HK, UE HK and NIO Inc., the “NIO Parties”); and

 

(11)NIO (Anhui) Holding Co., Ltd., a limited liability company duly established and duly existing under the Laws of the PRC, holds a business license with unified social credit code of 91340111MA2RAD3M4R, and with its legal representative being WANG Zhenglin and registered address at West Susong Road and North Shenzhen Road, Economic and Technological Development District, Hefei City, Anhui Province (the “Target Company”).

 

For purposes of this Amendment and Supplemental Agreement, each of the above parties shall be referred to individually as a “Party” and collectively as the “Parties”; Jianheng New Energy Fund, Advanced Manufacturing Industry Investment Fund and New Energy Automobile Fund shall be referred to collectively as the “Designees”.

 

 2 

 

 

Unless otherwise provided for in this Amendment and Supplementary Agreement, all terms used herein shall have the same meanings and interpretation rules as those provided under the Shareholders Agreement (as defined below).

 

WHEREAS:

 

(a)SDIC, Anhui High-tech Co., the Hefei Investor, the NIO Parties and the Target Company have entered into the NIO China Investment Agreement (the “Investment Agreement”) and the NIO China Shareholders Agreement (the “Shareholders Agreement”) dated as of April 29, 2020;

 

(b)SDIC designates Advanced Manufacturing Industry Investment Fund, the Anhui High-tech Co. designates New Energy Automobile Fund and the Hefei Investor designates Jianheng New Energy Fund to assume all or part of their respective rights and obligations under the Shareholders Agreement in accordance with this Amendment and Supplementary Agreement, and each Designee agrees to assume such rights and obligations in accordance with this Amendment and Supplementary Agreement; and

 

(c)The Parties unanimously agree to make specific amendments and supplements to certain terms of the Shareholders Agreement in accordance with this Amendment and Supplementary Agreement.

 

NOW, THEREFORE, the Parties unanimously agree and acknowledge that each Designee shall become a party to the Shareholders Agreement by executing this Amendment and Supplementary Agreement and agree as follows:

 

1.SDIC designates Advanced Manufacturing Industry Investment to assume all of its rights and obligations under the Shareholders Agreement in accordance with this Amendment and Supplementary Agreement and Advanced Manufacturing Industry Investment agrees to assume all of such rights and obligations under the Shareholders Agreement in accordance with this Amendment and Supplementary Agreement; Anhui High-tech Co. designates New Energy Automobile Fund to assume its rights and obligations under the Shareholders Agreement regarding its capital increase price of RMB 200,000,000 (corresponding to the newly increased registered capital of RMB 34,965,034.97 of the Target Company) under the Investment Agreement in accordance with this Amendment and Supplementary Agreement and New Energy Automobile Fund agrees to assume such rights and obligations in accordance with this Amendment and Supplementary Agreement; the Hefei Investor designates Jianheng New Energy Fund to assume all of its rights and obligations under the Shareholders Agreement in accordance with this Amendment and Supplementary Agreement and Jianheng New Energy Fund agrees to assume such rights and obligations in accordance with this Amendment and Supplementary Agreement.

 

 3 

 

 

2.The second paragraph in Whereas clause of the Shareholders Agreement shall be amended as follows:

 

“In accordance with the NIO China Investment Agreement entered into by and among the Investors, the NIO Parties and the Target Company dated April 29, 2020 (the “Investment Agreement”), the Parties agree that the Investors may subscribe for RMB 1,223,776,223.79 newly increased registered capital of the Target Company with RMB 7 billion (“Investors Capital Increase Price”) in accordance with the Investment Agreement and obtain 24.115% of equity interest in the Target Company on a fully diluted basis (i.e., any existing shareholder or any other party has exercised its subscription right, convertible loan or other rights convertible into any equity interest in the Target Company) after the completion of the capital increase. In the meantime, the Parties agree that, in accordance with the Investment Agreement, the NIO Parties shall subscribe RMB 3,839,997,517.47 of the Target Company’s newly increased registered capital through asset contribution with the value of RMB 17,704,785,800.00 and RMB 4.26 billion (equivalent to USD 602.1 million) in cash (collectively, the “NIO Parties Capital Increase Price”, together with the Investors Capital Increase Price, the “Capital Increase Price”).”

 

3.Certain definitions under the Shareholders Agreement shall be respectively amended as follows:

 

Parties means Advanced Manufacturing Industry Investment, Anhui High-tech Co., New Energy Automobile Fund, Jianheng New Energy Fund, NIO Inc., NIO HK, UE HK, PE HK and the Target Company
Investor means Advanced Manufacturing Industry Investment, Anhui High-tech Co., New Energy Automobile Fund and Jianheng New Energy Fund
Party means Each of Advanced Manufacturing Industry Investment, Anhui High-tech Co., New Energy Automobile Fund, Jianheng New Energy Fund, NIO Inc., NIO HK, UE HK, PE HK and the Target Company

 

The following definition in Clause 1.1 of the Shareholders Agreement shall be deleted:

 

Anhui High-tech Co. Capital Increase Price means the definition in Clause 2.1.1.1 of the Investment Agreement

  

 4 

 

 

4.Clause 2.1 (Shareholders of the Target Company) of the Shareholders Agreement shall be amended as follows:

 

“The shareholders of the Target Company (the “Shareholders”) are as follows:

 

  NIO HK:   NIO Nextev Limited, a company established and existing under the Laws of Hong Kong, the PRC, with its office at 30th Floor, Jardine House, Once Connaught Place, Central, Hong Kong.
      Authorized Representative: LI Bin
       
  UE HK:   NIO User Enterprise Limited, a company established and existing under the Laws of Hong Kong, the PRC, with its office at 30th Floor, Jardine House, Once Connaught Place, Central, Hong Kong.
      Authorized Representative: LI Bin
       
  PE HK:   NIO Power Express Limited, a company established and existing under the Laws of Hong Kong, the PRC, with its office at 30th Floor, Jardine House, Once Connaught Place, Central, Hong Kong.
      Authorized Representative: LI Bin
       
  Advanced Manufacturing Industry Investment:   Advanced Manufacturing Industry Investment Fund II (Limited Partnership), a limited liability partnership duly established and existing under the Laws of the PRC, holds a business license with unified social credit code of 91320191MA1YK7YA6J, and with its registered address at Room 1380, Fuying Building, No. 99 Tuanjie Road, Research and Innovation Park, Jiangbei New District, Nanjing City.
      Executive Partner: CMG-SDIC Capital Management Co., Ltd.
       
  Anhui High-tech Co.:   Anhui Provincial Emerging Industry Investment Co., Ltd., a limited liability company duly established and existing under the Laws of the PRC, holds a business license with unified social credit code of 9134000032543101X1, and with its registered address at Room 301, Innovation Building, No. 860 West Wangjiang Road, High-tech District, Hefei City, Anhui Province.
      Legal Representative: HUANG Linmu

 

 5 

 

 

  New Energy Automobile Fund:   Anhui Jintong New Energy Automobile II Fund Partnership (Limited Partnership), a limited liability partnership duly established and existing under the Laws of the PRC, holds a business license with unified social credit code of 91340800MA2UE54B3J, and with its registered address at Room 616-1, Building#1, Zhumeng New Zone, No. 188 Wenyuan Road, Yixiu District, Anqing City, Anhui Province.
      Executive partner: Anhui Jintong New Energy II Investment Management Partnership (Limited Partnership)
       
  Jianheng New Energy Fund:   Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership), a limited liability partnership duly established and existing under the Laws of the PRC, holds a business license with unified social credit code of 91340111 MA2UU69EX8, and with its registered address at Room 101, 1st Floor, Area G, Intelligent Equipment Technology Park, No. 3963 Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province.
      Executive Partner: Hefei Xinping Investment Management Co., Ltd.”

 

5.Clause 5.1 (Registered Capital) of the Shareholders Agreement shall be amended as follows:

 

“The registered capital of the Target Company shall be RMB 5,074,773,741.26, of which:

 

5.1.1NIO HK shall subscribe to RMB 2,539,030,264.99, representing 50.032% of the registered capital of the Target Company, of which RMB 5,500,000 shall be contributed in cash in RMB and has been paid up as of the Execution Date hereof; RMB 2,293,891,006.40 shall be contributed in the form of equity interest in NIO Co., Ltd.; and the remaining RMB 239,639,258.59 shall be contributed in the form of intellectual property rights;

 

5.1.2UE HK shall subscribe to RMB 1,252,136,433.60, representing 24.674% of the registered capital of the Target Company, of which RMB 5,500,000 shall be contributed in cash in RMB and has been paid up as of the Execution Date hereof; RMB 744,755,244.76 shall be contributed in cash in USD equivalent; and the remaining RMB 501,881,188.84 shall be contributed in the form of equity interest in Shanghai NIO Sales and Services Co., Ltd.;

 

 6 

 

 

5.1.3PE HK shall subscribe to RMB 59,830,818.88, which shall be contributed in the form of equity interest in NIO Energy Investment (Hubei) Co., Ltd., representing 1.179% of the registered capital of the Target Company;

 

5.1.4Advanced Manufacturing Industry Investment Fund shall subscribe to RMB 174,825,174.83, which shall be contributed in cash in RMB, representing 3.445% of the registered capital of the Target Company;

 

5.1.5Anhui High-tech Co. shall subscribe to RMB 139,860,139.86, which shall be contributed in cash in RMB, representing 2.756% of the registered capital of the Target Company;

 

5.1.6New Energy Automobile Fund shall subscribe to RMB 34,965,034.97, which shall be contributed in cash in RMB, representing 0.689% of the registered capital of the Target Company; and

 

5.1.7Jianheng New Energy Fund shall subscribe to RMB 874,125,874.13, which shall be contributed in cash in RMB, representing 17.225% of the registered capital of the Target Company.”

 

6.The form set forth in Clause 5.2.1 of the Shareholders Agreement shall be amended as follows:

 

Shareholders Subscribed
Registered
Capital (RMB,
Yuan)		 Form of Capital
Contribution		 Timing of Capital
Contribution
NIO Nextev Limited 2,539,030,264.99

RMB 5,500,000 of the registered capital contributed in cash in Renminbi, which has been contributed in full as of the Execution Date hereof;

RMB 2,293,891,006.40 of the registered capital contributed in equity interest in NIO Co., Ltd.;

RMB 239,639,258.59 of the registered capital contributed in intellectual property rights

 Within one (1) year after the closing in accordance with the Investment Agreement

 

 7 

 

 

Shareholders Subscribed
Registered
Capital (RMB,
Yuan)		 Form of Capital
Contribution		 Timing of Capital
Contribution
NIO User Enterprise Limited 1,252,136,433.60

RMB 5,500,000 of the registered capital contributed in cash in Renminbi, which has been contributed in full as of the Execution Date hereof;

RMB 744,755,244.76 of the registered capital contributed in cash in USD equivalent;

RMB 501,881,188.84 of the registered capital contributed in equity interest in Shanghai NIO Sales and Services Co., Ltd.

 On or before March 31, 2021 in accordance with the Investment Agreement
NIO Power Express Limited 59,830,818.88 Contributed in equity interest in NIO Energy Investment (Hubei) Co., Ltd. Within sixty (60) working days after the execution date of the Investment Agreement
Advanced Manufacturing Industry Investment Fund II (Limited Partnership) 174,825,174.83 Contributed in cash in Renminbi On the fifth (5th) working day after all of the Investors’ closing conditions under the Investment Agreement have been proved to be satisfied or waived

 

 8 

 

 

Shareholders Subscribed
Registered
Capital (RMB,
Yuan)		 Form of Capital
Contribution		 Timing of Capital
Contribution
Anhui Provincial Emerging Industry Investment Co., Ltd. 139,860,139.86 Contributed in cash in Renminbi In principle, on the fifth (5th) working day after all of the Investors’ closing conditions under the Investment Agreement have been proved to be satisfied or waived; and shall in no event be later than September 30, 2020
Anhui Jintong New Energy Automobile II Fund Partnership (Limited Partnership) 34,965,034.97 Contributed in cash in Renminbi In principle, on the fifth (5th) working day after all of the Investors’ closing conditions under the Investment Agreement have been proved to be satisfied or waived; and shall in no event be later than September 30, 2020
Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership) 874,125,874.13 Contributed in cash in Renminbi On or before March 31, 2021 in accordance with the Investment Agreement and shall be subject to the completion of the private equity fund filing with the Asset Management Association of China
Total 5,074,773,741.26 / /

 

 9 

 

 

7.Clauses 5.2.2, 5.2.3 and 5.2.4 of the Shareholders Agreement shall be deleted, and Clause 5.2.5 of the Shareholders Agreement shall be re-numbered as Clause 5.2.2 of the Shareholders Agreement.

 

8.The first paragraph of Clause 11.1 (Triggering Events of Investor Redemption Right) of the Shareholders Agreement shall be amended as follows:

 

“Upon the occurrence of any of the following events, the Investors shall obtain a redemption right, i.e., the right to request NIO Inc. or the NIO HK Holding Platforms to redeem all or part of the equity interest then held by the Investors in the Target Company. The Target Company shall assume an unlimited joint and several liability for the performance of the redemption obligations of NIO Inc. and the NIO HK Holding Platforms, and the period for such joint and several guarantee liability shall be one (1) year commencing from the expiration date of one hundred and twenty (120) days from the date of receipt of the Investors’ notice requesting to exercise the redemption right by NIO Inc. or the NIO HK Holding Platforms; if additional time is required due to the performance of any public procedure such as appraisal and/or bidding, auction or listing in respect of the transfer of state-owned assets, or the performance of any mandatory procedures of announcement in respect of the reduction in registered capital in the Target Company, the guarantee period set forth in this clause shall commence from the expiration date of the term for performing the redemption obligation otherwise agreed by the relevant parties). The Target Company shall adopt a resolution at the shareholders’ meeting of the Target Company in respect of such joint and several guarantee liability and shall cause the Actual Controller to give a written undertaking of using his reasonable efforts to cause NIO Inc. and the NIO HK Holding Platforms to perform the redemption obligations hereunder: ”

 

9.Clause 11.4 (The NIO Parties’ Redemption Right) of the Shareholders Agreement shall be shall be amended as follows:

 

“11.4.1The Parties agree that, prior to the date on which the Target Company is converted into a company limited by shares for the purpose of the Qualified IPO of the Target Company, the NIO Parties and/or any third party designated by them shall have the right to redeem half of the equity interest in the Target Company held by Jianheng New Energy Fund after this Investment (“Equity interest to be Purchased by NIO”).

 

11.4.2The NIO Parties and/or any third party designated by them shall have the right to give a written notice (“Redemption Notice”) at any time to Jianheng New Energy Fund to request Jianheng New Energy Fund to sell all or part of their equity interest to the NIO Parties and/or any third party designated by the NIO Parties. The Redemption Notice shall specify the amount of equity interest in the Target Company requested to be redeemed by each of the NIO Parties and/or any third party designated by the NIO Parties, provided that the total number shall not exceed the Equity interest to be Purchased by NIO.

 

 10 

 

 

11.4.3The Parties agree that if the NIO Parties and/or any third party designated by the NIO Parties exercise(s) the aforesaid redemption right, the redemption price shall be the higher of the following: (a) the amount of the total paid-in capital increase price paid by Jianheng New Energy Fund in respect of the equity interest to be purchased by the NIO Parties and/or their designated third party plus the investment income calculated at a simple interest rate of 10% per annum (the amount of the investment income of each installment of the investment price shall be calculated from the actual capital injection date of such installment of investment price); and (b) the value of the equity interest to be redeemed by the NIO Parties and/or their designated third party determined based on the valuation of the Target Company in the then latest round of financing.”

 

10.Clause 19.2.2 of the Shareholders Agreement shall be shall be amended as follows:

 

“The Parties unanimously agree that the Board of Directors of the Target Company shall consist of seven (7) directors; the Investors shall be entitled to nominate two (2) directors (“Investor Directors”), of which Advanced Manufacturing Industry Investment Fund shall be entitled to nominate one (1) Investor Director, and Jianheng New Energy Fund shall be entitled to nominate one (1) Investor Director; and the NIO Parties shall be entitled to nominate five (5) directors. If the aggregate percentage of equity interest in the Target Company held by the Investors in the Target Company is lower than five percent (5%), the Investors shall not be entitled to nominate any director. The Parties agree to vote in favor of the election of the above nomination at the Shareholders’ Meeting convened to approve this Transaction in accordance with Clause 4.2 of the Investment Agreement so that the person so nominated shall be elected as the directors of the Target Company.”

 

11.Clause 23.1 of the Shareholders Agreement shall be amended as follows:

 

“It has the power and authority to execute this Agreement and to perform its obligations hereunder. It is an entity duly organized and validly existing under the Law of the jurisdiction of incorporation, or an individual with full capacity for civil conduct. Unless otherwise agreed in this Agreement, this Agreement has been duly executed by it, and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms upon the execution of this Agreement.”

 

 11 

 

 

12.Clause 26.3 of the Shareholders Agreement shall be deleted, and Clause 26.3 of the Shareholders Agreement is reserved and intentionally left blank.

 

13.Clause 28.1 (Notice) of the Shareholders Agreement shall be shall be amended as follows:

 

“The Parties agree that any notices relating to this Agreement shall only be effective if it is given in writing. Delivery in written form includes without limitation to delivery by way of facsimile, courier, registered mail and email. All such notices shall be deemed to have been given or received (a) on the date when the recipient receives the notice if delivered by courier or personal delivery; (b) on the seventh (7th) working day after it is sent if delivered by registered mail; and (c) upon successfully delivery if sent by email. All notices shall be deemed effectively given if delivered or sent to the following addresses or email addresses:

 

  SDIC:
  Attention: DU Shuo
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  Anhui High-tech Co.:
  Attention: LIU Jingran
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  The Hefei Investor:
  Attention: XU Jing
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  Advanced Manufacturing Industry Investment Fund:
  Attention: DU Shuo
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  New Energy Automobile Fund:
  Attention: WEI Xiao
  Address: [***]
  Telephone: [***]
  Email: [***]

 

 12 

 

 

  Jianheng New Energy Fund:
  Attention: QU Chenchao
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  The NIO Parties:
  Attention: LI Bin
  Address: [***]
  Telephone: [***]
  Email: [***]
     
  The Target Company:
  Attention: LI Bin
  Address: [***]
  Telephone: [***]
  Email: [***]”

 

14.Clause 29.6 (Assignment) of the Shareholders Agreement shall be shall be amended as follows:

 

“Subject to relevant provisions of this Agreement, the Investors shall have the right to assign or transfer its equity interest in the Target Company and the rights, interests and obligations hereunder to any third party except for the competitors of the NIO Parties set forth in Exhibit IV. In the event that the license or consent of any Party hereto is required for such transfer, such Party shall give its utmost cooperation. In respect of such transfer, the other Parties to this Agreement hereby waive their respective pre-emptive rights and any other prior right or right of priority that they may be entitled to in accordance with applicable PRC Laws, this Agreement, the articles of association of the Target Company or any other matters. Unless otherwise agreed in this Agreement, none of the Parties shall assign or transfer any of its rights, benefits or obligations under this Agreement without the prior written consent of the other Parties. No assignment of rights, benefits or obligations in violation of this section shall be valid.

 

This Agreement shall be binding upon, inure to the benefit of and be effective for the Parties and their respective successors and assigns permitted hereunder. In addition, unless otherwise set forth herein, no third party is intended to be a beneficiary of this Agreement.”

 

15.Exhibit I to the Shareholders Agreement shall be replaced by Exhibit I to this Amendment and Supplementary Agreement.

 

 13 

 

 

16.Each Party hereto hereby acknowledges that, each of SDIC, Anhui High-tech Co. and the Hefei Investor designates its respective Designee to assume all or part of its rights and obligations under the Shareholders Agreement in accordance with this Amendment and Supplementary Agreement, and each Party hereto hereby waives its right of first refusal and any other prior right or right of priority that it may be entitled to in accordance with applicable PRC Laws, this Amendment and Supplementary Agreement, the articles of association of the Target Company or any other matters.

 

17.As of the Execution Date of this Amendment and Supplementary Agreement, each Designee shall be deemed as a successor with respect to the registered capital subscribed by it and shall become a party to the Shareholders Agreement as if each Designee had executed the Shareholders Agreement as an original signatory party; for the avoidance of doubt, SDIC and the Hefei Investor shall no longer be bound by any obligations under the Shareholders Agreement with respect to the registered capital to subscribed; Anhui High-tech Co. shall no longer be bound by such obligations under the Shareholders Agreement with respect to the registered capital to be subscribed by New Energy Automobile Fund.

 

18.This Amendment and Supplementary Agreement shall be governed by, and construed in accordance with the laws of the PRC.

 

19.Any dispute, controversy, difference or claim arising out of or relating to this Amendment and Supplementary Agreement shall be resolved by the Parties in dispute through amicable consultation. If the Parties fail to resolve such dispute within sixty (60) days of the date of the written notice given by a Party to the relevant other Parties indicating the existence of the dispute or requesting the commencement of negotiation, any Party may refer the dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing in accordance with the arbitration rules of CIETAC effective at the time of application for arbitration. The arbitration proceedings shall be conducted in Chinese. The arbitration tribunal shall consist of three (3) arbitrators to be appointed in accordance with the arbitration rules. The applicant and the respondent shall each appoint one (1) arbitrator, and the two (2) arbitrators so appointed by the parties shall agree upon the third arbitrator or the CIETAC shall appoint the third arbitrator. The arbitration award shall be final and binding on the parties to the arbitration. The losing Party shall be liable for the costs of the arbitration, all costs and expenses of the arbitration proceedings and all costs and expenses in relation to the enforcement of any arbitral award. The arbitral tribunal shall rule upon the costs of the parties not expressly provided for in this section.

 

 14 

 

 

20.This Amendment and Supplementary Agreement shall come into force and become binding on the Parties upon the execution by the legal representatives, authorized signatories or the respective authorized representatives and the affixation of their respective company chops. In case of conflict between any provisions of the Shareholders Agreement and this Amendment and Supplementary Agreement, this Amendment and Supplementary Agreement shall prevail; for any matter not mentioned herein, the Shareholders Agreement shall prevail; unless otherwise provided herein, the validity of other terms of the Shareholders Agreement shall not be affected by this Amendment and Supplementary Agreement.

 

21.This Amendment and Supplementary Agreement shall be written in Chinese and be executed in twelve (12) originals, each of which shall have the same legal effect. Each Party shall hold one (1) original.

 

[SIGNATURE PAGES FOLLOW]

 15 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  CMG-SDIC Capital Management Co., Ltd.
   
  (Company Chop)
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Anhui Provincial Emerging Industry Investment Co., Ltd.
   
  (Company Chop)
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  HeFei City Construction and Investment Holding (Group) Co., Ltd.
   
  (Company Chop)
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Advanced Manufacturing Industry Investment Fund II (Limited Partnership)
   
  (Company Chop)
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Anhui Jintong New Energy Automobile II Fund Partnership (Limited Partnership)
   
  (Company Chop)
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership)
   
  (Company Chop)
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO Inc.
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO Nextev Limited
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO User Enterprise Limited
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO Power Express Limited
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

(This is the Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement)

 

IN WITNESS WHEREOF, the Parties have caused this Amendment and Supplemental Agreement to be executed as of the date first written above.

 

 

  NIO (Anhui) Holding Co., Ltd
   
  (Company Chop)
   
   
  By: /s/ Authorized Signatory
    Name: Authorized Signatory
    Title:

 

Signature Page to the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement

 

 

 

 

Exhibit I: Joinder Agreement

 

Joinder Agreement

 

This Joinder Agreement (this “Joinder Agreement”) is executed and delivered by the undersigned party (the “Join in Party”) on the following date in accordance with (a) the NIO China Shareholders Agreement by and among CMG-SDIC Capital Management Co., Ltd., Anhui Provincial Emerging Industry Investment Co., Ltd., HeFei City Construction and Investment Holding (Group) Co., Ltd., NIO Inc., NIO Nextev Limited, NIO User Enterprise Limited, NIO Power Express Limited and NIO (Anhui) Holding Co., Ltd. dated as of April 29, 2020 and (b) the Amendment and Supplementary Agreement to the NIO China Shareholders Agreement by and among CMG-SDIC Capital Management Co., Ltd., Advanced Manufacturing Industry Investment Fund II (Limited Partnership), Anhui Provincial Emerging Industry Investment Co., Ltd., Anhui Jintong New Energy Automobile II Fund Partnership (Limited Partnership), HeFei City Construction and Investment Holding (Group) Co., Ltd., Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership), NIO Inc., NIO Nextev Limited, NIO User Enterprise Limited, NIO Power Express Limited and NIO (Anhui) Holding Co., Ltd. dated as of ______, 2020 (as amended or modified from time to time, hereinafter collectively referred to as “Shareholders Agreement”).

 

The Join in Party hereby agrees and acknowledges that, by execution of this Joinder Agreement, the Join in Party shall be deemed to be a Party to the Shareholders Agreement as of the date of this Joinder Agreement, and shall have all of the rights and obligations of ______ under the Shareholders Agreement, as if it had executed the Shareholders Agreement as an original signatory party of the Shareholders Agreement. The Join in Party fully accepts, as of the date of this Joinder Agreement, and agrees to be bound by, all terms and conditions contained in the Shareholders Agreement.

 

This Joinder Agreement shall be deemed as a part of the Shareholders Agreement, and shall, together with the Shareholders Agreement, constitute one single agreement among the Parties to the Shareholders Agreement (including but not limited to the Join in Party).

 

IN WITNESS WHEREOF, the Join in Party has caused this Joinder Agreement to be duly executed by its duly authorized representative as of the following date.

 

DATE: ______,

 

  [Name of the Join in Party]
   
   
  SIGNED

 

                                                                                BY  
    Name: [·]
    Title: Chairman

 

Address for notices:

 

Amendment and Supplementary Agreement to the NIO China Shareholders Agreement– Exhibit I