NIO Inc. — Major Shareholding Notification 2020

Jul 13, 2020

SC 13D/A 1 d29663dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NIO Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.00025 per share

(Title of Class of Securities)

62914V106**

(CUSIP Number)

Tencent Holdings Limited

Level 29, Three Pacific Place,

No. 1 Queen’s Road East, Wanchai, Hong Kong

Telephone: +852 3148 5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 8, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

• 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 disclosures provided in a prior cover page.

** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 62914V106 has been assigned to the American Depositary Shares of the Issuer, which are quoted on the New York Stock Exchange under the symbol “NIO.” Each American Depositary Share represents one Class A Ordinary Share.

The information required on 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).

CUSIP No. 62914V106 SCHEDULE 13D Page 2 of 8 pages

| 1 | NAME OF
REPORTING PERSONS Tencent Holdings Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 175,059,212 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 175,059,212 |
| | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,059,212 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 16.3% | |
| 14 | TYPE OF REPORTING PERSON CO | |

CUSIP No. 62914V106 SCHEDULE 13D Page 3 of 8 pages

| 1 | NAME OF
REPORTING PERSONS Image Frame Investment (HK) Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Hong Kong | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 87,388,807 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 87,388,807 |
| | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,388,807 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 8.8% | |
| 14 | TYPE OF REPORTING PERSON CO | |

CUSIP No. 62914V106 SCHEDULE 13D Page 4 of 8 pages

| 1 | NAME OF
REPORTING PERSONS Mount Putuo Investment Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 40,905,125 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 40,905,125 |
| | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,905,125 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 4.3% | |
| 14 | TYPE OF REPORTING PERSON CO | |

CUSIP No. 62914V106 SCHEDULE 13D Page 5 of 8 pages

| 1 | NAME OF
REPORTING PERSONS Huang River Investment Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 43,028,990 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 43,028,990 |
| | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,028,990 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 4.6% | |
| 14 | TYPE OF REPORTING PERSON CO | |

CUSIP No. 62914V106 SCHEDULE 13D Page 6 of 8 pages

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on June 19, 2020 (as amended to date, the “Schedule 13D”), relating to the Class A ordinary shares, par value $0.00025 per share (“Class A Ordinary Shares”) and American depositary shares, each representing one Class A Ordinary Share (“ADSs”), of NIO Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of Class A Ordinary Shares and percentage of Class A Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Class A Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on (i) 903,928,082 Class A Ordinary Shares issued and outstanding immediately after the 2020 Follow-on Offering as disclosed in the Issuer’s prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 11, 2020, (ii) an aggregate of 132,030,222 Class A Ordinary Shares issuable upon conversion of 132,030,222 Class B Ordinary Shares within 60 days from the date hereof, (iii) 3,154,077 Class A Ordinary Shares issuable upon conversion of the 2024 Notes within 60 days from the date hereof based on the initial conversion price, (iv) 16,778,523 Class A Ordinary Shares issuable upon conversion of the 2020 Notes within 60 days from the date hereof based on the initial conversion price and (v) 16,025,641 Class A Ordinary Shares issuable upon conversion of the 2022 Notes within 60 days from the date hereof based on the initial conversion price.

Reporting Person — Tencent Holdings Limited	175,059,212	16.3 %	175,059,212	0	175,059,212	0
Image Frame Investment (HK) Limited	87,388,807	8.8 %	87,388,807	0	87,388,807	0
Mount Putuo Investment Limited	40,905,125	4.3 %	40,905,125	0	40,905,125	0
Huang River Investment Limited	43,028,990	4.6 %	43,028,990	0	43,028,990	0

Image Frame may be deemed to beneficially own 87,388,807 Class A Ordinary Shares issuable upon conversion of 87,388,807 Class B Ordinary Shares held of record by Image Frame.

Mount Putuo may be deemed to beneficially own 40,905,125 Class A Ordinary Shares issuable upon conversion of 40,905,125 Class B Ordinary Shares held of record by Mount Putuo.

CUSIP No. 62914V106 SCHEDULE 13D Page 7 of 8 pages

Huang River may be deemed to beneficially own 43,028,990 Class A Ordinary Shares, which includes (i) 7,070,749 Class A Ordinary Shares represented by 7,070,749 ADSs held of record by Huang River, including 1,680,000 ADSs acquired from the 2020 Follow-on Offering, 3,154,077 Class A Ordinary Shares issuable upon conversion of the 2024 Notes within 60 days from the date hereof based on the initial conversion price, 16,778,523 Class A Ordinary Shares issuable upon conversion of the 2020 Notes within 60 days from the date hereof based on the initial conversion price and 16,025,641 Class A Ordinary Shares issuable upon conversion of the 2022 Notes within 60 days from the date hereof based on the initial conversion price. The 2024 Notes, 2020 Notes and 2022 Notes are held of record by Huang River.

Tencent is the parent company of Image Frame, Mount Putuo and Huang River and may be deemed to beneficially own the securities held of record by Image Frame, Mount Putuo and Huang River. Tencent’s beneficial ownership also includes 3,736,290 Class A Ordinary Shares issuable upon conversion of 3,736,290 Class B Ordinary Shares held of record by an affiliate of Tencent.

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to four votes and is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

To the knowledge of the Reporting Persons, none of the Related Persons beneficially owns any Class A Ordinary Shares.

(c) Except as described in Item 4, during the past 60 days, none of the Reporting Persons or to the best knowledge of the Reporting Persons, the Related Persons has effected any transactions in the Class A Ordinary Shares.

(d) Except as set forth in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

CUSIP No. 62914V106 SCHEDULE 13D Page 8 of 8 pages

SIGNATURES

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

Date: July 13, 2020

TENCENT HOLDINGS LIMITED
By:	/s/ Ma Huateng
Name:	Ma Huateng
Title:	Director

IMAGE FRAME INVESTMENT (HK) LIMITED
By:	/s/ Ma Huateng
Name:	Ma Huateng
Title:	Director

MOUNT PUTUO INVESTMENT LIMITED
By:	/s/ Ma Huateng
Name:	Ma Huateng
Title:	Director

HUANG RIVER INVESTMENT LIMITED
By:	/s/ Ma Huateng
Name:	Ma Huateng
Title:	Director

[Signature Page to Schedule 13D Amendment—NIO Inc.]