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Li Auto Inc. Capital/Financing Update 2021

Aug 6, 2021

50342_rns_2021-08-06_9ce24d5c-1cd6-40ea-b1e3-4b44551ac433.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Hong Kong prospectus dated Tuesday, August 3, 2021 (the “ Prospectus ”) issued by Li Auto Inc. (the “ Company ”).

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”). Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us and that will contain detailed information about us and our management, as well as financial statements. We are conducting a public offering of the securities described herein in the United States pursuant to our registration statement on Form F-3 filed with the United States Securities and Exchange Commission on August 2, 2021.

In connection with the Global Offering, Goldman Sachs (Asia) L.L.C. as the stabilizing manager (the “ Stabilizing Manager ”), or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Class A Ordinary Shares in Hong Kong at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, or any person acting for it, to conduct any such stabilizing action, which, if taken, will be conducted at the absolute discretion of the Stabilizing Manager and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for lodging applications under the Hong Kong Public Offering. Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing action cannot be taken to support the price of the Class A Ordinary Shares for longer than the stabilization period which is expected to expire on the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the Class A Ordinary Shares and the price of the Class A Ordinary Shares could fall.

Potential investors of the Offer Shares should note that the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with immediate — effect upon the occurrence of any of the events set out in the section headed “Underwriting Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Thursday, August 12, 2021).

The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence over the outcome of Shareholders’ resolutions, irrespective of how other Shareholders vote. For further information — about the risks associated with our WVR structure, see the section headed “Risk Factors Risks Relating to Our Corporate Structure” in the Prospectus. Prospective investors should make the decision to invest in the Company only after due and careful consideration.

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Li Auto Inc. 理想汽車

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) (Stock Code: 2015)

ANNOUNCEMENT OF OFFER PRICE

We are pleased to announce that the final offer price for both the International Offering and the Hong Kong Public Offering (the “ Offer Price ”) has been set at HK$118.00 per Offer Share. The Company has set the Offer Price by taking into consideration, among other factors, the closing price per ADS on the Nasdaq on August 5, 2021 (the latest trading day before the Price Determination Date). Subject to approval from the Stock Exchange, the Class A Ordinary Shares of the Company are expected to begin trading on the Main Board of the Stock Exchange on Thursday, August 12, 2021 under the stock code “2015”.

The gross proceeds to the Company from the Global Offering, before deducting underwriting fees and the offering expenses, are expected to be approximately HK$11,800.0 million (assuming the Over-allotment Option is not exercised). In addition, the Company has granted the Over-allotment Option to the International Underwriters, exercisable by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters), at any time until 30 days after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to issue up to an aggregate of 15,000,000 Offer Shares, representing not more than 15% of the total number of Offer Shares initially available under the Global Offering, at the International Offer Price under the International Offering to cover the over-allocations in the International Offering, if any.

We plan to use the net proceeds from the Global Offering for (i) funding the research and development of (a) HPC BEV technologies, platforms, and future models, (b) intelligent vehicle and autonomous driving technologies and (c) future EREV models; (ii) funding the infrastructure expansion and marketing and promotion; and (iii) working capital and other general corporate purposes.

We expect to make a further announcement regarding the net proceeds from the Global Offering, the level of indications of interest in the International Offering, the level of applications of the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on or before Wednesday, August 11, 2021.

By order of the Board Li Auto Inc. LI Xiang Chairman

Hong Kong, August 6, 2021

As of the date of this announcement, the Board of Directors of the Company comprises Mr. LI Xiang, Mr. SHEN Yanan and Mr. LI Tie as executive Directors, Mr. WANG Xing and Mr. FAN Zheng as non-executive Directors and Mr. ZHAO Hongqiang as the independent non-executive Director. The appointment of Mr. JIANG Zhenyu and Prof. XIAO Xing as independent non-executive Directors shall take effect from the Listing Date.

  • Note: Mr. FAN Zheng is an independent Director of the Company under applicable U.S. regulations, but does not meet all of the independence criteria set out in Rule 3.13 of the Listing Rules and accordingly, is considered a non-executive Director under the Listing Rules. Mr. ZHAO Hongqiang is an independent Director of the Company under applicable U.S. regulations and is also an independent non-executive Director for the purpose of the Listing Rules.

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