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May 24, 2018
Bin Li
Chief Executive Officer
NIO Inc.
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People's Republic of China
Re: NIO Inc.
Draft Registration Statement on Form F-1
Filed April 27, 2018
CIK No. 0001736541
Dear Mr. Li:
We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1. We note your disclosure on page 1 that "[a]s of March 31, 2018, [you]
had received over
17,000 ES8 reservations with deposits." Please summarize the terms of
the deposits. For
example, disclose here that the deposits of RMB 5,000 are fully
refundable for any reason,
and disclose the percentage of the total cost of the vehicle required to
reserve the ES8. In
addition, we note your disclosure on page 18 that after the vehicle is
in production, an
Bin Li
FirstName LastNameBin Li
NIO Inc.
Comapany NameNIO Inc.
May 24, 2018
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additional non-refundable deposit is required. Disclose the number of
vehicles you
currently have in production and the number of non-refundable deposits
you have
received.
Corporate History and Structure, page 5
2. We note your disclosure on page 5 that "[i]n April 2018, [you] entered
into a series of
contractual arrangements with Shanghai Anbin Technology Co., Ltd and
Beijing NIO
Network Technology Co., Ltd., [your] VIEs, and their shareholders, to
conduct certain
future operations in China." Please briefly summarize the "certain
future operations" you
expect to accomplish with the VIE entities.
Risk Factors
Risks Relating to Our Business
Manufacturing in collaboration with partners is subject to risks, page 15
3. Please disclose whether you will also collaborate with third parties
for the manufacture of
the 5-seater ES6 SUV, which is expected to be delivered in 2019.
4. Define "JAC" the first time you use this term and briefly disclose the
nature of your
relationship with this entity.
Our vehicles are subject to motor vehicle standards, page 23
5. We note your disclosure on page 23 that your vehicles "must pass
various tests and
undergo a certification process and be affixed with . . . CCC before
delivery from the
factory . . . and such certification is also subject to periodic
renewal." Please disclose
whether your ES8, ES6 and ET7 vehicles have obtained this
certification. To the extent
they have not, disclose when you anticipate obtaining this
certification.
Our business plan require a significant amount of capital, page 25
6. We note your disclosure on page 25 that you will need significant
capital to conduct
research and development and expand your production capacity as well
as roll out your
charging and servicing network and your NIO Houses. Please disclose an
estimate of the
amount of capital necessary to accomplish these goals.
Use of Proceeds, page 60
7. We note that you intend to use a portion of the proceeds to develop
your manufacturing
facilities. To the extent the proceeds will not be sufficient to
accomplish the development
of your manufacturing facilities or any other intended use of the
proceeds, please disclose
the amount and sources of other funds needed pursuant to Item 3.C.1 of
Form 20-F. In
addition, we note your disclosure on page 109 that you have started
construction on your
manufacturing facility in Shanghai. Disclose in your "Build our own
manufacturing
Bin Li
FirstName LastNameBin Li
NIO Inc.
Comapany NameNIO Inc.
May 24, 2018
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capacity" section the amount of capital necessary to complete
construction and provide an
estimate, if possible, of when you expect to receive your EV
manufacturing license.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
78
8. We note per the risk factor on page 15 that to the extent the Hefei
manufacturing plant
incurs any operating losses, you have agreed to compensate JAC for
such losses. If
management reasonably expects this arrangement could have a material
unfavorable
impact on income from continuing operations, describe this arrangement
as an uncertainty
in accordance with Item 5.D of Form 20-F pursuant to Item 4.a of Part
I of Form F-1.
Capital Expenditures, page 85
9. Please include a discussion of the costs incurred to date and the
expected costs to be
incurred associated with the construction of your manufacturing
facility in
Shanghai. Refer to Item 5.B.3 of Form 20-F.
10. Include a discussion of the costs incurred to date and the expected
costs to be incurred
associated with your suite of charging solutions described beginning
on page 112, in
particular in regard to battery charging stations and charging trucks.
Refer to Item 5.B.3
and 5.D of Form 20-F.
Business
Our Charging Solutions, page 112
11. Please disclose the amount of time it takes to charge your vehicles
with each of the
charging methods you describe in this section.
Power Express and Other Charging Solutions
Charging Stations and Access to Public Charging, page 113
12. We note your disclosure on page 113 that your users are expected to
have access to a
network of public chargers, which, as of December 31, 2017, consisted
of over 445
thousand publicly accessible charging piles. Describe the locations of
these charging
piles. Consider showing a map highlighting the areas where these
charging piles are
located. In addition, we note your disclosure that you own fast
charging trucks, that you
have 25 authorized service centers in ten cities and that you plan to
initially have 30
service vans operating in ten cities. Please disclose the number of
fast charging trucks
you currently own and where you plan to operate these trucks. Also,
identify the locations
of your authorized service centers as well as the cities where your
service vans will
operate.
Manufacturing, Supply Chain and Quality Control, page 121
13. We note your disclosure on page 23 that, "generally, all vehicles are
made to order."
Bin Li
FirstName LastNameBin Li
NIO Inc.
Comapany NameNIO Inc.
May 24, 2018
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Assuming that all of the customers that reserved ES8 vehicles choose
to purchase the
vehicles, please provide an estimate of when you will be able to
complete the delivery for
these orders. In addition, after fulfilling the existing orders,
disclose here and in the first
complete risk factor on page 24 the estimated amount of time it will
generally take for a
customer to receive a vehicle after ordering it.
Partnership with JAC, page 122
14. Please disclose the percentage of revenues you expect to pay JAC and
the term of the
agreement. In addition, we note your disclosure on page 125 regarding
your arrangement
with GAC and the Changan joint venture agreement. For each agreement,
disclose the
term of the agreement and the distribution of any revenues to or
future investments by the
parties to the agreements.
Facilities, page 127
15. We note your disclosure on page 109 that you have begun to build your
own
manufacturing facility in Shanghai in order to expand your
manufacturing capacity for the
ET7 and future models. However, we do not see this site listed in your
facilities list on
page 127. Please disclose this property pursuant to Item 4.D of Form
20-F, including an
estimate of the amount of expenditure, including the amount of
expenditures already paid
and the estimated dates of completion, or advise. In addition, we note
that you lease all of
your property. If material, disclose the term of the leases.
Management
Directors and Executive Officers, page 145
16. We note that Bin Li, your CEO and chairman of the board, also
currently serves on the
board of Bitauto Holdings Limited, a company in your industry, and as
the vice-chairman
of China Automobile Dealers Association. Please tell us whether these
positions may
cause conflicts of interest with your business, and, to the extent
that they could cause
conflicts of interest, add a risk factor to address the potential
conflicts.
Other Transactions with Related Parties, page 155
17. Please disclose the term of each loan in this section. In addition, we
note your disclosure
on page 155 that you made a loan to Bin Li. Tell us when the loan to
Bin Li as well as
any other loans made by the company to other executives or directors
will be repaid. To
the extent that any loans with your executives or directors will not
be paid prior to
effectiveness, tell us how these arrangements comply with Section
13(k) of the Exchange
Act. In addition, to the extent that any of your directors or officers
are affiliated with the
principal shareholders identified in this section, please disclose.
Bin Li
NIO Inc.
May 24, 2018
Page 5
General
18. Please provide us mock-ups of any pages that include any pictures or
graphics to be
presented, including any accompanying captions. Please keep in mind,
in scheduling the
printing and distribution of the preliminary prospectus, that we may
have comments after
our review of the materials.
You may contact Theresa Brillant at 202-551-3307 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen Parker, Assistant
Director, at 202-
551-3611 with any other questions.
FirstName LastNameBin Li
Comapany NameNIO Inc.
Division of
Corporation Finance
May 24, 2018 Page 5 Office of
Transportation and Leisure
FirstName LastName