SEC Filing | NIO Inc.

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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 November 2021

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 ☒ Form 40-F ☐

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): ☐

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): ☐

EXPLANATORY NOTE

This Current Report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 of NIO Inc. (File No. 333-239047), and shall be a part thereof from the date on which this Current Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX


Exhibit Number		Description of Document
99.1		Unaudited Interim Condensed Consolidated Financial Statements for the nine months periods ended September 30, 2020 and 2021
99.2		Recent Development

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: November 15, 2021

Exhibit 99.1

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Interim Condensed Consolidated Financial Statements
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2020 and September 30, 2021	F-2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the Nine Months Ended September 30, 2020 and 2021	F-4
Unaudited Interim Condensed Consolidated Statements of Shareholders’ (Deficit)/Equity for the Nine Months Ended September 30, 2020 and 2021	F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2021	F-7
Notes to Unaudited Interim Condensed Consolidated Financial Statements	F-8

F-1

NIO INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)


	As of December 31,	As of September 30,
	2020	2021	2021
	RMB	RMB	USD
			Note 2(e)
ASSETS
Current assets:
Cash and cash equivalents	38,425,541	21,594,871	3,351,471
Restricted cash	78,010	3,655,717	567,358
Short-term investment	3,950,747	21,706,448	3,368,788
Trade and notes receivable	1,123,920	3,322,076	515,578
Amounts due from related parties	169,288	1,048,656	162,749
Inventory	1,081,553	1,703,005	264,302
Prepayments and other current assets	1,422,403	1,332,340	206,776
Expected credit loss provision – current	(44,645)	(47,682)	(7,400)
Total current assets	46,206,817	54,315,431	8,429,622
Non-current assets:
Long-term restricted cash	41,547	44,385	6,888
Property, plant and equipment, net	4,996,228	6,032,503	936,230
Intangible assets, net	613	3	—
Land use rights, net	203,968	200,333	31,091
Long-term investments	300,121	1,307,975	202,995
Amounts due from related parties	617	—	—
Right-of-use assets – operating lease	1,350,294	2,348,642	364,504
Other non-current assets	1,561,755	4,813,221	747,000
Expected credit loss provision – non-current	(20,031)	(51,633)	(8,013)
Total non-current assets	8,435,112	14,695,429	2,280,695
Total assets	54,641,929	69,010,860	10,710,317
LIABILITIES
Current liabilities:
Short-term borrowings	1,550,000	5,310,000	824,099
Trade and notes payable	6,368,253	10,798,315	1,675,872
Amounts due to related parties	344,603	810,104	125,726
Taxes payable	181,658	184,766	28,675
Current portion of operating lease liabilities	547,142	646,887	100,395
Current portion of long-term borrowings	380,560	1,562,777	242,539
Accruals and other liabilities	4,604,024	7,290,806	1,131,516
Total current liabilities	13,976,240	26,603,655	4,128,822
Non-current liabilities:
Long-term borrowings	5,938,279	9,826,612	1,525,066
Non-current operating lease liabilities	1,015,261	1,792,738	278,229
Other non-current liabilities	1,849,906	3,055,570	474,217
Total non-current liabilities	8,803,446	14,674,920	2,277,512
Total liabilities	22,779,686	41,278,575	6,406,334
Commitments and contingencies (Note 24)

F-2

NIO INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)


	As of December 31,	As of September 30,
	2020	2021	2021
	RMB	RMB	USD
			Note 2(e)
MEZZANINE EQUITY
Redeemable non-controlling interests	4,691,287	3,210,985	498,337
Total mezzanine equity	4,691,287	3,210,985	498,337
SHAREHOLDERS’ EQUITY
Class A Ordinary Shares (US$0.00025 par value; 2,503,736,290 and 2,503,736,290 shares authorized; 1,252,237,171 and 1,332,262,136 shares issued; 1,249,745,456 and 1,313,779,445 shares outstanding as of December 31, 2020 and September 30, 2021, respectively)	2,205	2,334	362
Class B Ordinary Shares (US$0.00025 par value; 128,293,932 shares authorized, issued and outstanding as of December 31, 2020 and September 30, 2021)	220	220	34
Class C Ordinary Shares (US$0.00025 par value; 148,500,000 shares authorized, issued and outstanding as of December 31, 2020 and September 30, 2021)	254	254	39
Less: Treasury shares (2,491,715 and 18,482,691 shares as of December 31, 2020 and September 30, 2021, respectively)	—	(1,849,600)	(287,053)
Additional paid in capital	78,880,014	80,022,293	12,419,266
Accumulated other comprehensive loss	(65,452)	(234,396)	(36,378)
Accumulated deficit	(51,648,410)	(53,521,799)	(8,306,453)

Total NIO Inc. shareholders’ equity	27,168,831	24,419,306	3,789,817

Non-controlling interests	2,125	101,994	15,829

Total shareholders’ equity	27,170,956	24,521,300	3,805,646

Total liabilities, mezzanine equity and shareholders’ equity	54,641,929	69,010,860	10,710,317

The accompanying notes are an integral part of these consolidated financial statements.

F-3

NIO INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data)


	Nine Months Ended September 30,
	2020	2021	2021
	RMB	RMB	USD
			Note 2(e)
Revenue:
Vehicle sales	9,008,474	23,954,365	3,717,659
Other sales	608,368	2,281,316	354,055
Total revenues	9,616,842	26,235,681	4,071,714
Cost of sales:
Vehicle sales	(8,146,439)	(19,225,123)	(2,983,692)
Other sales	(738,929)	(1,888,669)	(293,117)
Total cost of sales	(8,885,368)	(21,113,792)	(3,276,809)
Gross profit	731,474	5,121,889	794,905
Operating expenses:
Research and development	(1,658,327)	(2,763,336)	(428,863)
Selling, general and administrative	(2,725,465)	(4,519,883)	(701,475)
Other operating (loss)/income, net	(23,941)	110,158	17,096
Total operating expenses	(4,407,733)	(7,173,061)	(1,113,242)
Loss from operations	(3,676,259)	(2,051,172)	(318,337)
Interest income	89,885	552,772	85,789
Interest expenses	(332,174)	(561,473)	(87,139)
Share of (losses)/profits of equity investees, net of tax	(32,061)	64,207	9,965
Other income, net	39,854	131,164	20,356
Loss before income tax expense	(3,910,755)	(1,864,502)	(289,366)
Income tax expense	(4,704)	(9,018)	(1,400)
Net loss	(3,915,459)	(1,873,520)	(290,766)
Accretion on redeemable non-controlling interests to redemption value	(205,864)	(6,519,698)	(1,011,841)
Net loss attributable to non-controlling interests	2,703	131	20
Net loss attributable to ordinary shareholders of NIO Inc.	(4,118,620)	(8,393,087)	(1,302,587)
Net loss	(3,915,459)	(1,873,520)	(290,766)
Other comprehensive income/(losses)
Foreign currency translation adjustment, net of nil tax	104,920	(168,944)	(26,220)
Total other comprehensive income/(losses)	104,920	(168,944)	(26,220)
Total comprehensive loss	(3,810,539)	(2,042,464)	(316,986)
Accretion on redeemable non-controlling interests to redemption value	(205,864)	(6,519,698)	(1,011,841)
Net loss attributable to non-controlling interests	2,703	131	20
Comprehensive loss attributable to ordinary shareholders of NIO Inc	(4,013,700)	(8,562,031)	(1,328,807)
Weighted average number of ordinary shares used in computing net loss per share
Basic and diluted	1,100,928,485	1,561,225,055	1,561,225,055
Net loss per share attributable to ordinary shareholders
Basic and diluted	(3.74)	(5.38)	(0.83)
Weighted average number of ADS used in computing net loss per ADS
Basic and diluted	1,100,928,485	1,561,225,055	1,561,225,055
Net loss per ADS attributable to ordinary shareholders
Basic and diluted	(3.74)	(5.38)	(0.83)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NIO INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) / EQUITY

(All amounts in thousands, except for share and per share data)


						Accumulated
					Additional	Other		Total	Non-
	Ordinary Shares		Treasury Shares		Paid in	Comprehensive	Accumulated	Shareholders’	Controlling	Total
	Shares	Par value	Shares	Amount	Capital	Loss	Deficit	(Deficit)/Equity	Interests	(Deficit)/Equity
Balance as of December 31, 2019	1,067,467,877	1,827	(2,995,217)	—	40,227,856	(203,048)	(46,326,321)	(6,299,686)	22,087	(6,277,599)
Cumulative effect of adoption of new accounting standard	—	—	—	—	—	—	(22,969)	(22,969)	—	(22,969)
Accretion on redeemable non-controlling interests to redemption value	—	—	—	—	(205,864)	—	—	(205,864)	—	(205,864)
Issuance of ordinary shares	184,575,000	321	—	—	14,923,086	—	—	14,923,407	—	14,923,407
Issuance of restricted share units	2,203,469	4	(2,203,469)	—	54,508	—	—	54,512	—	54,512
Conversion of convertible notes to ordinary shares	142,639,348	243	—	—	3,131,661	—	—	3,131,904	—	3,131,904
Exercise of share options	11,178,942	19	354,181	—	121,887	—	—	121,906	—	121,906
Vesting of restricted shares	—	—	2,197,366	—	3,114	—	—	3,114	—	3,114
Vesting of share options	—	—	—	—	123,780	—	—	123,780	—	123,780
Cancellation of restricted shares	(12,516)	—	12,516	—	—	—	—	—	—	—
Capital withdrawal by non-controlling interests	—	—	—	—	—	—	—	—	(15,000)	(15,000)
Foreign currency translation adjustment	—	—	—	—	—	104,920	—	104,920	—	104,920
Net loss	—	—	—	—	—	—	(3,912,756)	(3,912,756)	(2,703)	(3,915,459)
Balance as of September 30, 2020	1,408,052,120	2,414	(2,634,623)	—	58,380,028	(98,128)	(50,262,046)	8,022,268	4,384	8,026,652

F-5

NIO INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) / EQUITY

(All amounts in thousands, except for share and per share data)


						Accumulated
					Additional	Other		Total	Non-
	Ordinary Shares		Treasury Shares		Paid in	Comprehensive	Accumulated	Shareholders’	Controlling	Total
	Shares	Par value	Shares	Amount	Capital	Loss	Deficit	Equity	Interests	Equity
Balance as of December 31, 2020	1,529,031,103	2,679	(2,491,715)	—	78,880,014	(65,452)	(51,648,410)	27,168,831	2,125	27,170,956
Accretion on redeemable non-controlling interests to redemption value	—	—	—	—	(6,519,698)	—	—	(6,519,698)	—	(6,519,698)
Settlement of capped call options and zero strike call options (Note 11(ii))	—	—	(16,402,643)	(1,849,600)	1,849,600	—	—	—	—	—
Conversion of convertible senior notes to ordinary shares - related parties	7,219,872	12	—	—	148,381	—	—	148,393	—	148,393
Conversion of convertible senior notes to ordinary shares -third party	62,486,411	101	—	—	4,198,347	—	—	4,198,448	—	4,198,448
Capital injection from non-controlling interests (Note 2(n))	—	—	—	—	—	—	—	—	100,000	100,000
Issuance of ordinary shares	2,593,179	4	—	—	602,810	—	—	602,814	—	602,814
Exercise of share options	7,328,883	12	223,324	—	100,521	—	—	100,533	—	100,533
Vesting of restricted shares	35,587	—	—	—	224,142	—	—	224,142	—	224,142
Issuance of restricted shares	549,376	—	—	—	148,869	—	—	148,869	—	148,869
Vesting of share options	—	—	—	—	389,307	—	—	389,307	—	389,307
Cancellation of restricted shares	(188,343)	—	188,343	—	—	—	—	—	—	—
Foreign currency translation adjustment	—	—	—	—	—	(168,944)	—	(168,944)	—	(168,944)
Net loss	—	—	—	—	—	—	(1,873,389)	(1,873,389)	(131)	(1,873,520)
Balance as of September 30, 2021	1,609,056,068	2,808	(18,482,691)	(1,849,600)	80,022,293	(234,396)	(53,521,799)	24,419,306	101,994	24,521,300

F-6

NIO INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share and per share data)


	Nine Months Ended September 30,
	2020	2021	2021
	RMB	RMB	USD
			Note 2(e)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	(3,915,459)	(1,873,520)	(290,766)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Depreciation and amortization	764,820	1,145,509	177,780
Expected credit loss expense	5,945	38,283	5,941
Impairment on other assets	27,943	—	—
Foreign exchange loss/(gain)	75,906	(122,057)	(18,943)
Share-based compensation expenses	126,895	613,449	95,206
Gain from the re-measurement for an equity investment to cost method	(822)	—	—
Share of losses/(profits) of equity investees, net of tax	32,883	(64,207)	(9,965)
Amortization of right-of-use assets	349,362	439,201	68,163
Loss on disposal of property, plant and equipment	26,376	6,241	969
Changes in operating assets and liabilities:
Prepayments and other current assets	21,473	198,282	30,774
Inventory	(151,748)	(629,216)	(97,653)
Other non-current assets	738,687	(952,593)	(147,840)
Amount due from related parties	—	(878,751)	(136,380)
Operating lease liabilities	(323,253)	(534,076)	(82,887)
Taxes payable	(11,868)	3,468	538
Trade and notes receivable	(137,580)	(2,201,857)	(341,723)
Trade and notes payable	1,860,581	4,493,823	697,430
Long-term receivables	(15,281)	(2,175,235)	(337,591)
Non-current deferred revenue	230,560	580,713	90,125
Accruals and other liabilities	(125,996)	1,117,277	173,399
Amount due to related parties	—	465,501	72,245
Other non-current liabilities	223,864	665,599	103,299
Net cash (used in)/provided by operating activities	(196,712)	335,834	52,121
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and intangible assets	(952,357)	(2,394,919)	(371,686)
Purchases of short-term investments	(2,967,610)	(88,161,796)	(13,682,496)
Proceeds from sale of short-term investments	352,990	70,364,450	10,920,391
Acquisitions of equity investees	(257,500)	(293,700)	(45,582)
Purchase of available-for-sale debt investments	—	(650,000)	(100,878)
Proceeds from disposal of property and equipment	163,072	908	141
Net cash used in investing activities	(3,661,405)	(21,135,057)	(3,280,110)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	96,395	123,277	19,132
Capital withdrawal by non-controlling interests	(10,500)	(1,000)	(157)
Capital injection from redeemable non-controlling interests	5,000,000	—	—
Capital injection from non-controlling interests	—	100,000	15,520
Redemption and repurchase of redeemable non-controlling interests	(511,458)	(6,000,000)	(931,184)
Proceeds from issuance of convertible promissory note	3,105,127	9,560,755	1,483,806
Proceeds from borrowings	645,461	4,380,000	679,765
Repayments of borrowings	(721,192)	(1,212,322)	(188,149)
Principal payments on finance leases	(32,571)	(25,164)	(3,905)
Proceeds from issuance of ordinary shares, net of issuance cost	14,943,840	602,814	93,555
Net cash provided by financing activities	22,515,102	7,528,360	1,168,383
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(91,270)	20,738	3,218
NET (DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	18,565,715	(13,250,125)	(2,056,388)
Cash, cash equivalents and restricted cash at beginning of the period	989,869	38,545,098	5,982,105
Cash, cash equivalents and restricted cash at end of the period	19,555,584	25,294,973	3,925,717
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accruals related to purchase of property and equipment	716,071	881,407	136,792
Issuance of restricted shares	54,512	148,869	23,104
Conversion of convertible senior notes to ordinary shares	3,131,904	4,346,841	674,619
Accretion on redeemable non-controlling interests to redemption value	205,864	6,519,698	1,011,841
Supplemental Disclosure
Interest paid	207,039	159,993	24,831
Income taxes paid	12,902	6,283	975

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NIO INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data)

1. Organization and Nature of Operations

NIO Inc. (“NIO”, or “the Company”) was incorporated under the laws of the Cayman Islands in November 2014, as an exempted company with limited liability. The Company was formerly known as NextCar Inc.. It changed its name to NextEV Inc. in December 2014, and then changed to NIO Inc. in July 2017. The Company, its subsidiaries and consolidated variable interest entities (“VIEs”) are collectively referred to as the “Group”.

The Group designs and develops high-performance fully electric vehicles. It launched the first volume manufactured electric vehicle, the ES8, to the public in December 2017. The Group jointly manufactures its vehicles through strategic collaboration with other Chinese vehicle manufacturers. The Group also offers power solutions and comprehensive value-added services to its users. As of December 31, 2020 and September 30, 2021, its primary operations are conducted in the People’s Republic of China (“PRC”). The Group began to sell its first vehicles in June 2018. As of September 30, 2021, the Company’s principal subsidiaries and VIEs are as follows:


	Equity	Place and Date of incorporation
Subsidiaries	interest held	or date of acquisition	Principal activities
NIO NextEV Limited ("NIO HK") (formerly known as NextEV Limited)	100%	Hong Kong, February 2015	Investment holding
NIO GmbH (formerly known as NextEV GmbH)	100%	Germany, May 2015	Design and technology development
NIO Holding Co., Ltd. ("NIO Holding") (formerly known as NIO (Anhui) HoldingCo., Ltd.)	100%	Anhui, PRC, November 2017	Headquarter
NIO Co., Ltd. ("NIO SH") (formerly known as NextEV Co., Ltd.)	100%	Shanghai, PRC, May 2015	Headquarter and technology development
NIO Automobile (Anhui) Co., Ltd. ("NIO AH")	100%	Anhui, PRC, August 2020	Industrialization and technology development
NIO Automobile Technology (Anhui) Co.,	100%	Anhui, PRC, August 2020	Design and technology development
NIO Financial Leasing Co., Ltd. ("NIO Leasing")	100%	Shanghai, PRC, August 2018	Financial Leasing
NIO USA, Inc. ("NIO US") (formerly known as NextEV USA, Inc.)	100%	United States, November 2015	Technology development
XPT Limited (“XPT”)	100%	Hong Kong, December 2015	Investment holding
NIO Performance Engineering Limited ("NPE")	100%	United Kingdom, July 2019	Marketing and technology development
NIO Sport Limited ("NIO Sport") (formerly known as NextEV NIO Sport Limited)	100%	Hong Kong, April 2016	Racing management
XPT Technology Limited ("XPT Technology")	100%	Hong Kong, April 2016	Investment holding
XPT Inc. ("XPT US")	100%	United States, April 2016	Technology development
XPT (Jiangsu) Investment Co., Ltd. (“XPT Jiangsu”)	100%	Jiangsu, PRC, May 2016	Investment holding
Shanghai XPT Technology Limited	100%	Shanghai, PRC, May 2016	Technology development
XPT (Nanjing) E-Powertrain Technology Co., Ltd. (“XPT NJEP”)	100%	Nanjing, PRC, July 2016	Manufacturing of E-Powertrain
XPT (Nanjing) Energy Storage System Co., Ltd. (“XPT NJES”)	100%	Nanjing, PRC, October 2016	Manufacturing of battery pack
NIO Power Express Limited (“PE HK)	100%	Hong Kong, January 2017	Investment holding
Nio User Enterprise Limited (“UE HK”)	100%	Hong Kong, February 2017	Investment holding
NIO Sales and Services Co., Ltd. ("UE CNHC") (formerly known as Shanghai NIO Sales and Service Co., Ltd. )	100%	Shanghai, PRC, March 2017	Investment holding and sales and after sales management
NIO Energy Investment (Hubei) Co., Ltd. (“PE CNHC”)	100%	Wuhan PRC, April 2017	Investment holding
Wuhan NIO Energy Co., Ltd. (“PE WHJV”)	100%	Wuhan, PRC, May 2017	Investment holding
XTRONICS (Nanjing) Automotive Intelligent Technologies Co. Ltd. (“XPT NJWL”)	50%	Nanjing, PRC, June 2017	Manufacturing of components
XPT (Jiangsu) Automotive Technology Co., Ltd. (“XPT AUTO”)	100%	Nanjing, PRC, May 2018	Investment holding


	Economic	Place and Date of incorporation
VIE and VIE’s subsidiaries	interest held	or date of acquisition
Prime Hubs Limited (“Prime Hubs”)	100%	BVI, October 2014
Beijing NIO Network Technology Co., Ltd. (“NIO BJTECH”)	100%	Beijing, PRC, July 2017

As of September 30, 2021, the Company indirectly held 92.114% of total paid-in capital of NIO Holding. In accordance with NIO Holding’s share purchase agreement, the redemption of the non-controlling interests is at the holders’option and is upon the occurrence of the events that are not solely within the control of the Company. Therefore, these redeemable non-controlling interests in NIO Holding were classified as mezzanine equity and are subsequently accreted to the redemption price using the agreed interest rate as a reduction of additional paid in capital (Note 19). Excluding the redeemable non-controlling interests, the Company indirectly held 100% of the equity interests of NIO Holding as of September 30, 2021.

As of September 30, 2021, the Company indirectly held 51% of total paid-in capital of PE WHJV. In accordance with the joint investment agreement, the investment by Wuhan Donghu New Technology Development Zone Management Committee (“Wuhan Donghu”) is accounted for as a loan because it is only entitled to fixed interests and subject to repayment within five years or upon the financial covenant violation (Note 11(iv)). Excluding the interests held by Wuhan Donghu, the Company indirectly held 100% of the equity interests of PE WHJV as of September 30, 2021.

F-8

NIO INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data)

In accordance with the Article of Association of XPT NJWL, the Company has the power to control the board of directors of XPT NJWL to unilaterally govern the financial and operating policies of XPT NJWL and the non-controlling shareholder does not have substantive participating rights, therefore, the Group consolidates this entity.

Variable interest entity

NIO Technology Co., Ltd (“NIO SHTECH”) was established by Li Bin and Qin Lihong (the “Nominee Shareholders”) in November 2014. In 2015, NIO SH, NIO SHTECH, and the Nominee Shareholders of NIO SHTECH entered into a series of contractual agreements, including a loan agreement, an equity pledge agreement, an exclusive call option agreement and a power of attorney that irrevocably authorized the Nominee Shareholders designated by NIO SH to exercise the equity owner’s rights over NIO SHTECH. These agreements provided the Company, as the only shareholder of NIO SH, with effective control over NIO SHTECH to direct the activities that most significantly impact NIO SHTECH’s economic performance and enabled the Company to obtain substantially all of the economic benefits arising from NIO SHTECH. Management concluded that NIO SHTECH was a variable interest entity of the Company and the Company was the ultimate primary beneficiary of NIO SHTECH and hence consolidated the financial results of NIO SHTECH in the Group’s consolidated financial statements. In April 2018, the above mentioned contractual agreements were terminated. On the same day, NIO SHTECH became a subsidiary wholly owned by Shanghai Anbin Technology Co., Ltd. (“NIO ABTECH”), who also became a VIE of the Group on that day, according to a series of contractual arrangements with the Nominee Shareholders as well as NIO ABTECH, including a loan agreement, an equity pledge agreement, an exclusive call option agreement and a power of attorney that irrevocably authorized the Nominee Shareholders designated by NIO SH to exercise the equity owner’s rights over NIO ABTECH. These agreements provided the Company, as the only shareholder of NIO SH, with effective control over NIO ABTECH to direct the activities that most significantly impact their economic performance and enabled the Company to obtain substantially all of the economic benefits arising from them. Management concluded that NIO ABTECH was a variable interest entity of the Company and the Company was the ultimate primary beneficiary of NIO ABTECH and hence consolidated the financial results of NIO ABTECH in the Group’s consolidated financial statements. On March 31, 2021, NIO SH, NIO ABTECH and each shareholder of NIO ABTECH entered into agreement to terminate all above mentioned contractual agreements among NIO SH, NIO ABTECH and its shareholders, after which, the Company no longer has effective control over NIO ABTECH, receives any economic benefits of NIO ABTECH, has an exclusive option to purchase all or part of the equity interests in NIO ABTECH when and to the extent permitted by the PRC law, or consolidates the financial results of NIO ABTECH and its subsidiaries as the Company’s variable interest entity. Since NIO SHTECH did not have significant operations, nor any material assets or liabilities in history, the deconsolidation of NIO ABTECH and its subsidiaries did not have significant impact on the Company’s consolidated financial statements.

In April 2018, NIO SH entered into a series of contractual arrangements with the Nominee Shareholders as well as NIO BJTECH, including a loan agreement, an equity pledge agreement, an exclusive call option agreement and a power of attorney that irrevocably authorized the Nominee Shareholders designated by NIO SH to exercise the equity owner’s rights over NIO BJTECH. These agreements provide the Company, as the only shareholder of NIO SH, with effective control over NIO BJTECH to direct the activities that most significantly impact their economic performance and enable the Company to obtain substantially all of the economic benefits arising from NIO BJTECH. Management concluded that NIO BJTECH is a variable interest entity of the Company and the Company is the ultimate primary beneficiary of NIO BJTECH and hence consolidates the financial results of NIO BJTECH in the Group’s consolidated financial statements. As of December 31, 2020 and September 30, 2021, NIO BJTECH did not have significant operations, nor any material assets or liabilities.

In October 2014, Prime Hubs, a British Virgin Islands (“BVI”) incorporated company and a consolidated variable interest entity of the Group, was established by the shareholders of the Group to facilitate the adoption of the Company’s employee stock incentive plans. The Company entered into a management agreement with Prime Hubs and Li Bin. The agreement provides the Company with effective control over Prime Hubs and enables the Company to obtain substantially all of the economic benefits arising from Prime Hubs. As of December 31, 2020 and September 30, 2021, Prime Hubs held 4,250,002 Class A Ordinary Shares of the Company, respectively.

Liquidity and Going Concern

The Group’s unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

The Group has been incurring losses from operations since inception. The Group incurred net losses of RMB3.9 billion and RMB1.9 billion for the nine months ended September 30, 2020 and 2021, respectively. Accumulated deficit amounted to RMB51.6 billion and RMB53.5 billion as of December 31, 2020 and September 30, 2021, respectively.

F-9

NIO INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data)

As of September 30, 2021, the Group’s balance of cash and cash equivalents was RMB21.6 billion and the Group had net current assets of RMB27.7 billion. Management has evaluated the sufficiency of its working capital and concluded that the Group’s available cash and cash equivalents, short-term investments, cash generated from operations will be sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelve months from the date of issuance of these unaudited interim condensed consolidated financial statements. Accordingly, management continues to prepare the Group’s unaudited interim condensed consolidated financial statements on going concern basis.

2. Summary of Significant Accounting Policies

(a) Basis of presentation

The unaudited interim condensed consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. The interim financial data as of September 30, 2021 and for the nine months ended September 30, 2020 and 2021 is unaudited. In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods.

(b) Principles of consolidation

The unaudited interim condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE for which the Company is the ultimate primary beneficiary.

A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors (the “Board”): to cast majority of votes at the meeting of the Board or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

All significant transactions and balances between the Company, its subsidiaries and the VIE have been eliminated upon consolidation. The non-controlling interests in consolidated subsidiaries are shown separately in the unaudited interim condensed consolidated financial statements.

The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited interim condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, standalone selling price of each distinct performance obligation in revenue recognition, the valuation and recognition of share-based compensation arrangements, depreciable lives of property, equipment and software, assessment for impairment of long-lived assets, inventory valuation for excess and obsolete inventories, lower of cost and net realizable value of inventories, valuation of deferred tax assets, current expected credit loss of receivables, as well as warranty liabilities. Actual results could differ from those estimates.

(d) Functional currency and foreign currency translation

The Group’s reporting currency is the Renminbi (“RMB”). The functional currency of the Company and its subsidiaries which are incorporated in HK is United States dollars (“US$”), except NIO Sport which operates mainly in United Kingdom and uses Great Britain pounds (“GBP”). The functional currencies of the other subsidiaries and the VIE are their respective local currencies. The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters.

F-10

NIO INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data)

Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of comprehensive loss.

The financial statements of the Group’s entities of which the functional currency is not RMB are translated from their respective functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB at the exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Income and expense items are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of comprehensive gain or loss, and the accumulated foreign currency translation adjustments are presented as a component of accumulated other comprehensive loss in the consolidated statements of shareholders’ (deficit)/equity. Total foreign currency translation adjustment income/(losses) were an income of RMB104,920 and a loss of RMB168,944 for the nine months ended September 30, 2020 and 2021, respectively. The grant-date fair value of the Group’s share-based compensation expenses is reported in US$ as the respective valuation is conducted in US$ as the shares are denominated in US$.

(e) Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive loss and consolidated statements of cash flows from RMB into US$ as of and for the nine months ended September 30, 2021 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.4434, representing the noon buying rate in The City of