NIO Inc. — Major Shareholding Notification 2019

Jan 23, 2019

SC 13G 1 tv511400_sc13g.htm SC 13G

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
NIO Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.00025 per share
(Title of Class of Securities)
G6525F 102
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS Bin Li
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 151,689,253 1 ordinary shares. See Item 4.
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 151,689,253 ordinary shares. See Item 4.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,689,253 ordinary shares. See Item 4.
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.4%. See Item 4.
12	TYPE OF REPORTING PERSON IN

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1 Includes (i) 3,000,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2018, (ii) 72,234,928 Class C ordinary shares held on record by Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Li, (iii) 26,454,325 Class C ordinary shares held on record by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr. Li, (iv) 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust, which is controlled by Mr. Li. Each Class C Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The rights of the holders of Class A Ordinary Shares and Class C Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class C Ordinary Share is entitled to eight votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

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1	NAMES OF REPORTING PERSONS Originalwish Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 72,234,928 ordinary shares. See Item 4.
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 72,234,928 ordinary shares. See Item 4.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,234,928 ordinary shares. See Item 4.
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9%. See Item 4.
12	TYPE OF REPORTING PERSON CO

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1	NAMES OF REPORTING PERSONS mobike Global Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 26,454,325 ordinary shares. See Item 4.
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 26,454,325 ordinary shares. See Item 4.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,454,325 ordinary shares. See Item 4.
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.5%. See Item 4.
12	TYPE OF REPORTING PERSON CO

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1	NAMES OF REPORTING PERSONS NIO Users Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 50,000,000 ordinary shares. See Item 4.
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 50,000,000 ordinary shares. See Item 4.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000 ordinary shares. See Item 4.
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%. See Item 4.
12	TYPE OF REPORTING PERSON CO

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1	NAMES OF REPORTING PERSONS NIO Users Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 50,000,000 ordinary shares. See Item 4.
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 50,000,000 ordinary shares. See Item 4.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000 ordinary shares. See Item 4.
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%. See Item 4.
12	TYPE OF REPORTING PERSON CO

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ITEM 1(a). NAME OF ISSUER :

NIO Inc.

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES :

Building 20, No. 56 AnTuo Road

Jiading District, Shanghai, 201804 People's Republic of China

ITEM 2(a). NAME OF PERSON FILING :

Bin Li

Originalwish Limited

mobike Global Ltd.

NIO Users Limited

NIO Users Trust

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE :

Bin Li

Building 20, No. 56 AnTuo Road

Jiading District, Shanghai, 201804 People's Republic of China

Originalwish Limited

Sertus Chambers, P.O. Box 905

Quastisky Building, Road Town

Tortola, British Virgin Islands

mobike Global Ltd.

Sertus Chambers, P.O. Box 905

Quastisky Building, Road Town

Tortola, British Virgin Islands

NIO Users Limited

PO Box 173, Road Town

Tortola, British Virgin Islands

NIO Users Trust

Boundary Hall

Cricket Square, George Town

Grand Cayman

Cayman Islands

ITEM 2(c). CITIZENSHIP :

Bin Li – People’s Republic of China

Originalwish Limited – British Virgin Islands

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mobike Global Ltd. – British Virgin Islands

NIO Users Limited – British Virgin Islands

NIO Users Trust – Cayman Islands

ITEM 2(d). TITLE OF CLASS OF SECURITIES :

Class A ordinary shares, par value of $0.00025 per share (the “Class A Ordinary Shares”). Each Class C ordinary share, par value of $0.00025 per share (the “Class C Ordinary Shares”), held by the reporting persons is convertible into one Class A Ordinary Share at the option of the holders at any time. Each Class C Ordinary Share is entitled to eight votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

ITEM 2(e). CUSIP NO .:

G6525F 102

ITEM 3. If this statement is filed pursuant to §§ 240.13 d -1( b ), or 240.13 d -2( b ) or ( c ), check whether the persons filing is a:

Not applicable

ITEM 4. OWNERSHIP

The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2018:

| Reporting Person | Amount
beneficially owned: | Percent
of class: (1) | Sole
power to vote or direct the vote: | Shared
power to vote or to direct the vote: | Sole
power to dispose or to direct the disposition of: | Shared
power to dispose or to direct the disposition of: |
| --- | --- | --- | --- | --- | --- | --- |
| Bin Li | 151,689,253 (2) | 14.4% | 0 | 151,689,253 (2) | 0 | 151,689,253 (2) |
| Originalwish Limited | 72,234,928 (3) | 6.9% | 0 | 72,234,928 (3) | 0 | 72,234,928 (3) |
| mobike Global Ltd. | 26,454,325 (4) | 2.5% | 0 | 26,454,325 (4) | 0 | 26,454,325 (4) |
| NIO Users Limited | 50,000,000 (5) | 4.8% | 0 | 50,000,000 (5) | 0 | 50,000,000 (5) |
| NIO Users Trust | 50,000,000 (6) | 4.8% | 0 | 50,000,000 (6) | 0 | 50,000,000 (6) |

(1) The percentage of the class of securities beneficially owned by each reporting person is based on 1,050,010,046 outstanding ordinary shares as a single class, being the sum of 769,479,824 Class A ordinary shares, 132,030,222 Class B ordinary shares and 148,500,000 Class C ordinary shares, par value of US$0.00025 per share, of the Issuer outstanding as of December 31, 2018.

(2) Includes (i) 3,000,000 Class A ordinary shares issuable to Mr. Li upon exercise of options within 60 days after December 31, 2018, (ii) 72,234,928 Class C ordinary shares held on record by Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Li, (iii) 26,454,325 Class C ordinary shares held on record by mobike Global Ltd., a British Virgin Islands company wholly owned by Mr. Li, (iv) 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust, which is controlled by Mr. Li.

(3) Represented by 72,234,928 Class C ordinary shares held by Originalwish Limited.

(4) Represented by 26,454,325 Class C ordinary shares held by mobike Global Ltd.

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(5) Represented by 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust. NIO Users Trust, with Maples Trustee Services (Cayman) Limited as the trustee, Mr. Bin Li controls NIO Users Trust as the settlor and protector, and Mr. Li and others designated by Mr. Li as beneficiaries. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Li may be deemed to beneficially own all of the ordinary shares of the Issuer held by NIO Users Limited.

(6) Represented by 189,253 Class A ordinary shares and 49,810,747 Class C ordinary shares held on record by NIO Users Limited, a holding company controlled by NIO Users Trust. Also see footnote (5).

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not applicable

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

Not applicable

ITEM 10. CERTIFICATIONS

Not applicable

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 23, 2019

Bin Li	/s/ Bin Li
Originalwish Limited	By:	/s/ Bin Li
	Name:	Bin Li
	Title:	Director
mobike Global Ltd.	By:	/s/ Bin Li
	Name:	Bin Li
	Title:	Director
NIO Users Limited	By:	/s/ Titan Directors Limited
	Name:	Titan Directors Limited
	Title:	Director
Maples Trustee Services (Cayman) Limited
acting as the trustee of NIO Users Trust	By:	/s/ Peter Goddard
	Name:	Peter Goddard
	Title:	Authorized signatory

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LIST OF EXHIBITS

Exhibit 99.1 – Joint Filing Agreement

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