United States securities and exchange commission logo
August 24, 2020
Wei Feng
Chief Financial Officer
NIO Inc.
Building 20, No. 56 AnTuo Road
Anting Town, Jiading District Shanghai 201804
People s Republic of China
Re: NIO Inc.
Form 20-F for the
Year Ended December 31, 2019
Filed May 14, 2020
File No. 001-38638
Dear Mr. Feng:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2019
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk, page 139
1. Your disclosures
regarding market risk do not appear to comply with the requirements
outlined in Part I,
Item 11 of the Form 20- F instructions. Given the substantial amount of
debt on your balance
sheet (many with floating interest rates per Note 12), please revise
your discussion of
market risk (specifically related to interest rate risk) to provide a more
robust discussion of
the effects of interest rate risks on your results of operations and
financial condition.
Please ensure that it is presented in one of the formats outlined in Part
I, Item 11(a) of Form
20-F.
Wei Feng
NIO Inc.
August 24, 2020
Page 2
Financial Statements
Notes to Consolidated Financial Statements
12. Borrowings, page F-30
2. Please reconcile your amounts in the table on page F-30 to the amounts
detailed below in
the footnote for bank loans and convertible notes. In this regard, you
have disclosed RMB
6,482,604 of convertible notes in the table for both short and
long-term convertible notes.
However, the narrative in section (ii) discloses amounts in US
dollars. Please consider
also discussing amounts in RMB.
3. In connection with the 2019 Notes, you entered into capped call
transactions and recorded
RMB 1.9 billion to additional paid-in capital. Please provide us an
analysis supporting
your accounting treatment and include reference to authoritative
literature considered.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Heather Clark at 202-551-3624 or Melissa Raminpour at
202-551-3379
with any questions.
FirstName LastNameWei Feng Sincerely,
Comapany NameNIO Inc.
Division of
Corporation Finance
August 24, 2020 Page 2 Office of
Manufacturing
FirstName LastName