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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR(g)OF THE SECURITIES EXCHANGE ACTOF 1934 ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year

2、ended December 31,2024.ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report.For the transition period from to .Commission

3、 file number:001-38638NIO Inc.(Exact Name of Registrant as Specified in Its Charter)N/A(Translation of Registrants Name into English)Cayman Islands(Jurisdiction of Incorporation or Organization)Building 19,No.1355,Caobao Road,Minhang DistrictShanghai,Peoples Republic of China(Address of Principal Ex

4、ecutive Offices)Yu Qu,Chief Financial OfficerBuilding 19,No.1355,Caobao Road,Minhang DistrictShanghai,Peoples Republic of ChinaTelephone:+8621-6908 2018Email:(Name,Telephone,Email and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Sect

5、ion 12(b)of the Act:Title of Each Class Trading Symbol Name of Each Exchange on Which RegisteredAmerican depositary shares(each representing oneClass A ordinary share),par value US$0.00025 per shareNIONew York Stock ExchangeClass A ordinary shares,par value US$0.00025 pershare9866The Stock Exchange

6、of Hong Kong LimitedClass A ordinary shares,par value US$0.00025 pershareNIOThe Singapore Exchange Securities TradingLimitedSecurities registered or to be registered pursuant to Section 12(g)of the Act:None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d)

7、of the Act:None(Title of Class)Table of ContentsIndicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period coveredby the annual report:As of December 31,2024,there were(i)1,953,174,559 Class A ordinary shares outstanding,par valu

8、e US$0.00025 per share,and(ii)148,500,000 Class C ordinary shares outstanding,par value US$0.00025 per share.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIf this report is an annual or transition report,indicate by check

9、mark if the registrant is not required to file reports pursuant to Section 13or 15(d)of the Securities Exchange Act of 1934.Yes NoIndicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the SecuritiesExchange Act of 1934 during the precedi

10、ng 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

11、 pursuantto Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrantwas required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer

12、,or an emerginggrowth company.See the definitions of“large accelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 ofthe Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerEmerging growth companyIf an emerging growth company that prepares its financial

13、 statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a)of the Exchange Act.The term“new or revised financial accounting

14、 standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness ofits internal control o

15、ver financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered publicaccounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the regis

16、trantincluded in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrants executive office

17、rs during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAPInternational Financial Reporting Standards as issued by theInternational Accounting Standards

18、BoardOtherIf“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registranthas elected to follow.Item 17 Item 18If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of t

19、he ExchangeAct).Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of theSecurities Exchange Act of 1934 subsequent to the dis

20、tribution of securities under a plan confirmed by a court.Yes NoTable of ContentsiTABLE OF CONTENTSINTRODUCTION1FORWARD-LOOKING INFORMATION3PART I.4ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON

21、THE COMPANY73ITEM 4A.UNRESOLVED STAFF COMMENTS115ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS115ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES131ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS142ITEM 8.FINANCIAL INFORMATION144ITEM 9.THE OFFER AND LISTING146ITEM 10.ADDITIONAL INFORM

22、ATION147ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK164ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES165PART II.175ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES175ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS175ITEM

23、 15.CONTROLS AND PROCEDURES175ITEM 16.176ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT176ITEM 16B.CODE OF ETHICS176ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES176ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES177ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED

24、PURCHASERS177ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT177ITEM 16G.CORPORATE GOVERNANCE177ITEM 16H.MINE SAFETY DISCLOSURE177ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS177ITEM 16J.INSIDER TRADING POLICIES177ITEM 16K.CYBERSECURITY178PART III.178ITEM 17.FINANC

25、IAL STATEMENTS178ITEM 18.FINANCIAL STATEMENTS178ITEM 19.EXHIBITS179SIGNATURES183Table of Contents1INTRODUCTIONIn this annual report on Form 20-F,except where the context otherwise requires and for purposes of this annual report only:“ADAS”refers to advanced driver assistance system;“ADR”refers to th

26、e American depositary receipt that evidences the ADS;“ADSs”refer to our American depositary shares,each of which represents one Class A ordinary share;“AI”refers to artificial intelligence;“Anhui NIO AT”refers to Anhui NIO AI Technology Co.,Ltd.,one of the VIEs;“Anhui NIO DT”refers to Anhui NIO Data

27、 Technology Co.,Ltd.,one of the VIEs;“Beijing NIO”refers to Beijing NIO Network Technology Co.,Ltd.,one of the VIEs;“China”or the“PRC”refers to the Peoples Republic of China,excluding,for the purpose of this annual report only,HongKong,Macau and Taiwan;“Class A ordinary shares”refer to our Class A o

28、rdinary shares,par value US$0.00025 per share;“Class B ordinary shares”refer to the Class B ordinary shares that we historically authorized and issued,par valueUS$0.00025 per share.All the authorized Class B ordinary shares were redesignated as Class A ordinary shares at theannual general meeting he

29、ld on August 25,2022;“Class C ordinary shares”refer to our Class C ordinary shares,par value US$0.00025 per share;“EV”refers to electric passenger vehicle;“Hong Kong”or“HK”refers to the Hong Kong Special Administrative Region of the Peoples Republic of China;“Hong Kong Listing Rules”refer to the Rul

30、es Governing the Listing of Securities on The Stock Exchange of Hong KongLimited,as amended or supplemented from time to time;“Hong Kong Stock Exchange”refers to The Stock Exchange of Hong Kong Limited;“ICE”refers to internal combustion engine;“Main Board of the Hong Kong Stock Exchange”refers to th

31、e stock market(excluding the option market)operated by theHong Kong Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of theHong Kong Stock Exchange;“Main Board of the Singapore Exchange”refers to the stock market operated by The Singapore Exchange S

32、ecuritiesTrading Limited;“NEVs”refer to new energy passenger vehicles;Table of Contents2“NIO,”“we,”“us,”“our company,”and“our”refer to NIO Inc.,our Cayman Islands holding company and its subsidiaries,and,in the context of describing our operations and consolidated financial information,include the V

33、IEs,namely BeijingNIO,Anhui NIO AT,Anhui NIO DT,and their subsidiary;“Ordinary shares”refer to our Class A ordinary shares and Class C ordinary shares,each of par value US$0.00025 pershare;“Relevant Period”refers to the period commencing from the date on which any of our shares first become secondar

34、y listedon the Hong Kong Stock Exchange to and including the date immediately before the day on which the secondary listing iswithdrawn from the Hong Kong Stock Exchange.As of the date of this annual report,we are in the Relevant Period;“RMB”or“Renminbi”refers to the legal currency of China;“Singapo

35、re Exchange”refers to The Singapore Exchange Securities Trading Limited;and“US$,”“dollars”or“U.S.dollars”refer to the legal currency of the United States.Unless otherwise noted,all translations from Renminbi to U.S.dollars and from U.S.dollars to Renminbi in this annual reportare made at a rate of R

36、MB7.2993 to US$1.00,the exchange rate in effect as of December 31,2024 as set forth in the H.10 statisticalrelease of the Board of Governors of the Federal Reserve System.We make no representation that any Renminbi or U.S.dollar amountscould have been,or could be,converted into U.S.dollars or Renmin

37、bi,as the case may be,at any particular rate,or at all.Unlessotherwise specified,the description of our vehicles,services and business models in this report refers to our business in China.Table of Contents3FORWARD-LOOKING INFORMATIONThis annual report contains forward-looking statements that reflec

38、t our current expectations and views of future events.Theseforward-looking statements are made under the“safe-harbor”provisions of the U.S.Private Securities Litigation Reform Act of 1995.Known and unknown risks,uncertainties and other factors,may cause our actual results,performance or achievements

39、 to be materiallydifferent from those expressed or implied by the forward-looking statements.These statements involve known and unknown risks,uncertainties and other factors,including those listed under“Item 3.Key InformationD.Risk Factors,”that may cause our actualresults,performance or achievement

40、s to be materially different from those expressed or implied by the forward-looking statements.You can identify these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“likely to,”“potential,”“continue”or other similar

41、 expressions.We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affectour financial condition,results of operations,business strategy and financial needs.These forward-looking statements incl

42、ude,but arenot limited to,statements about our goals and growth strategies,our future business development,financial condition and results ofoperations,our expectations regarding demand for and market acceptance of our products and services,and assumptions underlying orrelated to any of the foregoin

43、g.Although we believe that our expectations expressed in these forward-looking statements are reasonable,our expectations maylater be found to be incorrect.Our actual results could be materially different from our expectations.Moreover,we operate in an evolvingenvironment.New risk factors and uncert

44、ainties emerge from time to time,and it is not possible for our management to predict all riskfactors and uncertainties,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination offactors,may cause actual results to differ materially from those cont

45、ained in any forward-looking statements.This annual report contains certain data and information that we obtained from various government and private publications.Statistical data in these publications also include projections based on a number of assumptions.The electric vehicles industry may notgr

46、ow at the rate projected by market data,or at all.Failure of this market to grow at the projected rate may have a material adverse effecton our business and the market price of our ADSs or Class A ordinary shares.In addition,the rapidly evolving nature of the electricvehicles industry results in sig

47、nificant uncertainties for any projections or estimates relating to the growth prospects or future conditionof our market.Furthermore,if any one or more of the assumptions underlying the market data are later found to be incorrect,actualresults may differ from the projections based on these assumpti

48、ons.You should not place undue reliance on these forward-lookingstatements.The forward-looking statements made in this annual report relate only to events or information as of the date on which thestatements are made in this annual report.Except as required by law,we undertake no obligation to updat

49、e or revise publicly anyforward-looking statements,whether as a result of new information,future events or otherwise,after the date on which the statements aremade or to reflect the occurrence of unanticipated events.You should read this annual report and the documents that we refer to in thisannual

50、 report and exhibits to this annual report completely and with the understanding that our actual future results may be materiallydifferent from what we expect.We qualify all of our forward-looking statements by these cautionary statements.Table of Contents4PART I.ITEM 1.IDENTITY OF DIRECTORS,SENIOR

51、MANAGEMENT AND ADVISERSNot applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3.KEY INFORMATIONOur Holding Company Structure and Contractual Arrangements with the VIEsNIO Inc.is not an operating company in China but a Cayman Islands holding company with no equity ownership

52、in itsconsolidated variable interest entities,or VIEs.We conduct our operations in China(i)primarily through our PRC subsidiaries,and(ii)toa much lesser extent,through the VIEs,namely Beijing NIO,Anhui NIO AT,and Anhui NIO DT,with each of which we maintaincontractual arrangements,and their subsidiar

53、y.We have also established subsidiaries in the United States,Germany,the UnitedKingdom,Norway and other overseas jurisdictions to promote our services and businesses,enter into business contracts with offshorecounterparties and hold overseas intellectual properties.PRC laws and regulations(i)restric

54、t and impose conditions on foreign investment in value-added telecommunication services,including without limitation,performing internet information services and holding certain related licenses;and(ii)prohibit foreigninvestment in certain services related to autonomous driving as well as the holdin

55、g of related licenses by foreign entities.Additionally,inpractice,subject to the qualifications set by China Banking and Insurance Regulatory Commission(currently known as the NationalAdministration of Financial Regulation)for foreign shareholders of the insurance brokerage companies,the China Banki

56、ng andInsurance Regulatory Commission typically would not approve the establishment of a foreign-invested insurance brokerage company toperform insurance brokerage services and hold certain related licenses.We operate these businesses in China through Beijing NIO,Anhui NIO AT,and Anhui NIO DT,or as

57、referred to as the VIEs,and NIO Insurance Broker Co.,Ltd.,the subsidiary of Anhui NIO DT.We rely on contractual arrangements among our PRC subsidiaries,the VIEs and their nominee shareholders to maintain a controllingfinancial interest as the primary beneficiary of each VIE(as defined in U.S.GAAP,AS

58、C 810).Under U.S.GAAP,we consolidate eachVIE within our consolidated financial statements.Specifically,we operate value-added telecommunication services,including withoutlimitation,performing internet information services,and hold certain related licenses,through Beijing NIO.We rely on the contractu

59、alarrangements with Anhui NIO DT and its shareholders to operate insurance brokerage services.NIO Insurance Broker Co.,Ltd.currently holds an insurance brokerage license and provides insurance brokerage services primarily related to vehicles and properties.Weintend to obtain requisite licenses for c

60、ertain supporting functions during the development of our assisted and intelligent drivingtechnology through Anhui NIO AT.As of the date of this annual report,the business operations of the VIEs are insignificant in relationto our total revenues and net loss.As used in this annual report,“NIO,”“we,”

61、“us,”“our company,”and“our”refer to NIO Inc.,ourCayman Islands holding company and its subsidiaries,and in the context of describing our operations and consolidated financialinformation,include the VIEs and NIO Insurance Broker Co.,Ltd.,the subsidiary of Anhui NIO DT.Table of Contents5The following

62、diagram illustrates our corporate structure,including our principal subsidiaries and the VIEs,as of the date of thisannual report:In April 2018,we entered into a series of contractual arrangements through one of our PRC subsidiaries with Beijing NIO andits shareholders,which were replaced by a new s

63、et of contractual arrangements we entered into with the same parties in April 2021.Further,in November 2022 and December 2022,we entered into a series of contractual arrangements through our respective PRCsubsidiaries with each of Anhui NIO AT and Anhui NIO DT,respectively,and their respective share

64、holders,to conduct certain futureoperations in China.These contractual arrangements enable us to:receive the economic benefits that could potentially be significant to the VIEs in consideration for the services provided byour subsidiaries;exercise effective control over the VIEs;andTable of Contents

65、6hold an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRClaw.These contractual agreements include an exclusive business cooperation agreement,exclusive option agreement,equity pledgeagreement,loan agreement and power of attorney.For

66、 more details of these contractual arrangements,see“Item 4.Information on theCompanyC.Organizational StructureContractual Agreements with the VIEs and Their Shareholders.”Beijing NIO,Anhui NIO AT,and Anhui NIO DT and its subsidiary,taking into account all of their respective business with orwithout

67、foreign investment restrictions and prohibitions under PRC laws,contributed insignificantly to our total revenues,accounting fornil,RMB13.8 million and RMB31.3 million(US$4.3 million)for the years ended December 31,2022,2023 and 2024,respectively.TheVIEs provided services internally to our subsidiar

68、ies,and such services amounted to RMB89.2 million,RMB110.5 million andRMB126.3 million(US$17.3 million)for the years ended December 31,2022,2023 and 2024,respectively.As of December 31,2022,2023 and 2024,none of Beijing NIO,Anhui NIO AT and Anhui NIO DT had significant operations or any material ass

69、ets or liabilities.Holdings of our ADSs and Class A ordinary shares are not holding equity interests in the VIEs in China but instead are holdingequity interests in a holding company incorporated in the Cayman Islands.We do not have any equity interests in the VIEs.However,asa result of contractual

70、arrangements,we have a controlling financial interest over and are considered the primary beneficiary of each ofthe VIEs,and we have consolidated the financial results,pursuant to U.S.GAAP,each of these entities in our consolidated financialstatements.However,the contractual arrangements may not be

71、as effective as direct ownership in providing us with control over theVIEs and we may incur substantial costs to enforce the terms of the arrangements.If the VIEs or the nominee shareholders fail toperform their respective obligations under the contractual arrangements,we could be limited in our abi

72、lity to enforce the contractualarrangements that give us effective control over the VIEs.Furthermore,if we are unable to maintain effective control,we would not beable to continue to consolidate the financial results of the VIEs in our financial statements.See“Item 3.Key InformationD.RiskFactorsRisk

73、s Related to Our Corporate StructureWe rely on contractual arrangements with the VIEs and their shareholders to hold acontrolling financial interest over each VIE,which may not be as effective as direct ownership in providing operational control”and“Item 3.Key InformationD.Risk FactorsRisks Related

74、to Our Corporate StructureThe shareholders of the VIEs have conflicts ofinterest with us,which may materially and adversely affect our business and financial condition.”There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws,regulationsand

75、 rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with theVIEs and their nominee shareholders.It is uncertain whether any new PRC laws or regulations relating to contractual arrangements willbe adopted or if adopted,what they

76、 would provide.If we or any of the VIEs is found to be in violation of any existing or future PRClaws or regulations,or fail to obtain or maintain any of the required permits or approvals,the PRC regulatory authorities would havebroad discretion to take action in dealing with such violations or fail

77、ures.Our Cayman Islands holding company,our PRC subsidiariesand the VIEs,and investors of our company face uncertainty about potential future actions by the PRC government that could affect theenforceability of the contractual arrangements with the VIEs and,consequently,significantly affect the fina

78、ncial performance of the VIEsand our company as a whole.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureIf the PRCgovernment deems that our VIE arrangements do not comply with PRC laws,or if these PRC laws change,we could be subject to severepenalties or be forced to

79、relinquish our interests in those operations.”PRC governments significant authority in regulating our operations and its oversight and control over offerings conductedoverseas by,and foreign investment in,China-based issuers could significantly limit or completely hinder our ability to offer or cont

80、inueto offer securities to investors.Implementation of industry-wide regulations in this nature may cause the value of such securities tosignificantly decline or become worthless.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaThe PRC governments signi

81、ficant oversight over our business operation could result in a material adverse change inour operations and the value of our ADSs.”Risks and uncertainties regarding the interpretation and enforcement of laws and quickly evolving rules and regulations inChina,could result in a material adverse change

82、 in our operations and the value of our ADSs.For more details,see“Item 3.KeyInformationD.Risk FactorsRisks Related to Doing Business in ChinaUncertainties in the interpretation and enforcement of PRClaws and regulations could limit the legal protections available to you and us.”Table of Contents7Per

83、missions Required from the PRC Authorities for Our OperationsOur operations in China are governed by PRC laws and regulations.As of the date of this annual report,our PRC subsidiariesand the VIEs have obtained the requisite licenses and permits from the PRC government authorities that are material f

84、or the mainbusiness operations of our holding company,our PRC subsidiaries and the VIEs in China,including,among others,a license forconducting internet content provision services,or the ICP license,and the insurance brokerage license.In addition,we have completedthe filing process for our electric

85、passenger vehicle investment project with the authorities in Anhui province and have been included inthe Ministry of Industry and Information Technologys catalogue of approved manufacturers.Given the uncertainties of interpretationand implementation of laws and regulations and the enforcement practi

86、ce by government authorities,we may be required to obtainadditional licenses,permits,filings or approvals for our business operations in the future.For more detailed information,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaWe may be adversely affected by the comple

87、xity,uncertainties and changes in PRC regulations on internet-related business,automotive businesses and other business carried out by ourPRC subsidiaries and the VIEs.”Meanwhile,the PRC government has sought to exert more oversight and control over capital raising activities of listedcompanies that

88、 are conducted overseas and/or foreign investment in China-based issuers.In December 2021,the CyberspaceAdministration of China,or the CAC,together with other authorities,jointly promulgated the Cybersecurity Review Measures,whichtook effect on February 15,2022 and replaces its predecessor regulatio

89、n.Pursuant to the Cybersecurity Review Measures,criticalinformation infrastructure operators that procure internet products and services and network platform operators that conduct data processactivities must be subject to the cybersecurity review if their activities affect or may affect national se

90、curity.On February 17,2023,China Securities Regulatory Commission,or the CSRC,released several regulations regarding the filing requirements for overseasofferings and listings by domestic companies,including the Trial Administrative Measures of Overseas Securities Offering and Listingby Domestic Com

91、panies and five supporting guidelines,which were formally implemented on March 31,2023.According to these rules,domestic enterprises like us that have completed overseas listings are not required to file with CSRC immediately,but shall carry outfiling procedures as required if we conduct refinancing

92、 or fall within other circumstances that require filing with the CSRC.Any failureto obtain or delay in obtaining such approval or completing such procedures could subject us to restrictions and penalties imposed by theCSRC,the CAC or other PRC regulatory authorities,which could include fines and pen

93、alties on our operations in China,delays of orrestrictions on the repatriation of the proceeds from our offshore offerings into China,or other actions that could materially and adverselyaffect our business,financial condition,results of operations,and prospects,as well as the trading price of our AD

94、Ss.For more detailedinformation,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaThe approval of or the filingwith the CSRC or other PRC government authorities may be required in connection with our future offshore listings and capital raisingactivities.We cannot predi

95、ct whether or for how long we will be able to obtain such approval or filing.”Table of Contents8The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,which was enacted on December 18,2020 and further amendedby the Consolidated Appropriations Act,2023,

96、signed into law on December 29,2022,or the HFCAA,if the SEC determines that wehave filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public CompanyAccounting Oversight Board(United States),or the PCAOB,for two consecutive years,the SEC

97、will prohibit our shares or ADSs frombeing traded on a national securities exchange or in the over-the-counter trading market in the United States.On December 16,2021,thePCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely regist

98、eredpublic accounting firms headquartered in mainland China and Hong Kong,including our auditor.In May 2022,the SEC conclusivelylisted NIO Inc.as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscalyear ended December 31,2021.On Decembe

99、r 15,2022,the PCAOB issued a report that vacated its December 16,2021 determinationand removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completelyregistered public accounting firms.As of the date of this annual report,the PCAOB has not

100、issued any new determination that it is unableto inspect or investigate completely registered public accounting firms headquartered in any jurisdiction.For this reason,we do notexpect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.Eac

101、h year,thePCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among otherjurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accountingfirms in mainland China and Ho

102、ng Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an auditreport on our financial statements filed with the SEC,we would be identified as a Commission-Identified Issuer following the filing ofthe annual report on Form 20-F for the relevant fiscal year.There c

103、an be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified for two consecutive years,we would become subject to theprohibition on trading under the HFCAA.For more details,see“Item 3.Key InformationD.Risk FactorsRisks R

104、elated to DoingBusiness in ChinaThe PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for ourfinancial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with thebenefits of such ins

105、pections”and“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaOur ADSsmay be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigatecompletely auditors located in China.The delisting or prohibition of trad

106、ing of the ADSs,or the threat of their being delisted orprohibited from trading,may materially and adversely affect the value of your investment.”Cash Flows through Our OrganizationNIO Inc.is a holding company with no material operations of its own.We conduct our operations in China(i)primarily thro

107、ughour PRC subsidiaries,and(ii)to a much lesser extent,the VIEs and their subsidiary.As a result,although other means are available forus to obtain financing at the holding company level,NIO Inc.s ability to pay dividends to the shareholders and to service any debt it mayincur may depend upon divide

108、nds paid by our PRC subsidiaries and service fees paid by the VIEs in China.If any of our subsidiariesincurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to pay dividends to NIO Inc.Inaddition,our PRC subsidiaries are permitted to pay dividends to

109、 NIO Inc.only out of their retained earnings,if any,as determined inaccordance with PRC accounting standards and regulations.Further,our PRC subsidiaries and the VIEs are required to makeappropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds,which

110、 are not distributable ascash dividends except in the event of a solvent liquidation of the companies.For more details,see“Item 5.Operating and FinancialReview and Prospects B.Liquidity and Capital Resources Holding Company Structure.”Under PRC laws and regulations,our PRC subsidiaries and the VIEs

111、are subject to certain restrictions with respect to payingdividends or otherwise transferring any of their net assets to us.Remittance of dividends by a wholly foreign-owned enterprise out ofChina is also subject to examination by the banks designated by the State Administration of Foreign Exchange

112、of the PRC,or SAFE.Theamounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of the VIEs andtheir subsidiary in which we have no legal ownership,totaling RMB40,720.9 million,RMB42,256.2 million and RMB55,128.3 million(US$7,564.9 mill

113、ion)as of December 31,2022,2023 and 2024,respectively,and the net assets of the VIEs and their subsidiary that arerestricted was RMB50.0 million,RMB54.7 million and RMB74.4 million(US$10.2 million)as of December 31,2022,2023 and 2024,respectively.For risks relating to the fund flows of our operation

114、s in China,see“Item 3.Key InformationD.Risk FactorsRisksRelated to Doing Business in ChinaWe may rely on distributions by our PRC subsidiaries for our financing requirements,and anylimitation on our PRC subsidiaries to make payments to us could have a material and adverse effect on our business.”Tab

115、le of Contents9For purposes of illustration,the following discussion reflects the hypothetical taxes that might be required to be paid withinChina,assuming that:(i)we have taxable earnings,and(ii)we determine to pay dividends in the future.Tax calculation(1)Hypothetical pre-tax earnings 100%Tax on e

116、arnings at statutory rate of 25%(2)(25)%Net earnings available for distribution 75%Withholding tax at standard rate of 10%(3)(7.5)%Net distribution to Parent/Shareholders 67.5%Notes:(1)For purposes of this example,the tax calculation has been simplified.The hypothetical book pre-tax earnings amount,

117、not considering timing differences,is assumedto equal taxable income in China.(2)Certain of our subsidiaries qualifies for a 15%preferential income tax rate in China.For purposes of this hypothetical example,the table above reflects a maximumtax scenario under which the full statutory rate would be

118、effective.(3)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10%on dividends distributed by a foreign invested enterprise to its immediate holdingcompany outside of China.A lower withholding income tax rate of 5%is applied if the foreign invested enterprises immediate holding c

119、ompany is registered inHong Kong or other jurisdictions that have a tax treaty arrangement with China,subject to a qualification review at the time of the distribution.For purposes of thishypothetical example,the table above assumes a maximum tax scenario under which the full withholding tax would b

120、e applied.Under PRC law,NIO Inc.may provide funding to our PRC subsidiaries only through capital contributions or loans,and to theVIEs only through loans,subject to satisfaction of applicable government registration and approval requirements.NIO Inc.and itssubsidiaries extended loans to the nominee

121、shareholders of the VIEs for their investment in the VIEs,with outstanding principal amountof RMB50.1 million(US$6.9 million)as of each of December 31,2022,2023 and 2024.In addition,NIO Inc.and its subsidiaries alsoextended loans to the VIEs for operations with outstanding principal amount of RMB32.

122、8 million,RMB86.9 million and RMB34.7million(US$4.8 million)as of December 31,2022,2023 and 2024,respectively.Pursuant to the exclusive business cooperation agreements between NIO Co.,Ltd.,or Shanghai NIO,a wholly-ownedsubsidiary of our company,and Beijing NIO,Shanghai NIO may adjust the payment tim

123、e and payment method of the service fees,andBeijing NIO will accept any such adjustment.For the years ended December 31,2022,2023 and 2024,no service under the contractualarrangements was provided by Shanghai NIO and no service fee was paid by Beijing NIO to Shanghai NIO accordingly.We intend todete

124、rmine the amount of service fee and payment method based on the working capital needs of Shanghai NIO and Beijing NIO,andsettle such service fees accordingly in the future.Pursuant to a separate service agreement,for the years ended December 31,2022,2023and 2024,Shanghai NIO paid Beijing NIO RMB0.7

125、million,RMB0.7 million and RMB0.7 million(US$0.1 million)for servicesprovided by Beijing NIO.Pursuant to the exclusive business cooperation agreement dated November 30,2022 between Anhui NIO Autonomous DrivingTechnology Co.,Ltd.,or Anhui NIO AD,a wholly-owned subsidiary of our company,and Anhui NIO

126、AT,Anhui NIO AD may adjust thepayment time and payment method of the service fees,and Anhui NIO AT will accept any such adjustment.For the years endedDecember 31,2022,2023 and 2024,no service under the contractual arrangements was provided by Anhui NIO AD and no service feewas paid by Anhui NIO AT t

127、o Anhui NIO AD accordingly.We intend to determine the amount of service fee and payment method basedon the working capital needs of Anhui NIO AD and Anhui NIO AT,and settle such service fees accordingly in the future.Pursuant to aseparate service agreement,for the years ended December 31,2022,2023 a

128、nd 2024,Anhui NIO AD paid Anhui NIO AT RMB70.1million,RMB58.4 million and RMB171.4 million(US$23.5 million)for services provided by Anhui NIO AT.Pursuant to the exclusive business cooperation agreement dated December 12,2022 between NIO Holding Co.,Ltd.,or NIOChina,a PRC subsidiary in which we hold

129、89.0%controlling equity interests,and Anhui NIO DT,NIO China may adjust the paymenttime and payment method of the service fees,and Anhui NIO DT will accept any such adjustment.For the years ended December 31,2022,2023 and 2024,no service under the contractual arrangements was provided by NIO China a

130、nd no service fee was paid by AnhuiNIO DT to NIO China accordingly.We intend to determine the amount of service fee and payment method based on the working capitalneeds of NIO China and Anhui NIO DT,and settle such service fees accordingly in the future.Table of Contents10NIO Inc.has not declared or

131、 paid any cash dividends,nor does it have any present plan to pay any cash dividends on ourordinary shares in the foreseeable future.We currently intend to retain most,if not all,of our available funds and any future earnings tooperate and expand our business.See“Item 8.Financial Information A.Conso

132、lidated Statements and Other Financial Information Dividend Policy.”For Cayman Islands,PRC and United States federal income tax considerations of an investment in our ADSs or ClassA ordinary shares,see“Item 10.Additional Information E.Taxation.”As of December 31,2022,2023 and 2024 and for the years

133、ended December 31,2022,2023 and 2024,none of Beijing NIO,Anhui NIO AT and Anhui NIO DT had significant operations or any material assets or liabilities.As a result,the financial informationrelated to the consolidated VIEs were insignificant to our consolidated financial statements.A.ReservedB.Capita

134、lization and IndebtednessNot applicable.C.Reasons for the Offer and Use of ProceedsNot applicable.D.Risk FactorsSummary of Risk FactorsAn investment in our ADSs and Class A ordinary shares involves significant risks.Below is a summary of material risks weface,organized under headings.These risks are

135、 discussed more fully in“Item 3.Key InformationD.Risk Factors.”Risks Related to Our Business and IndustryRisks and uncertainties related to our business and industry include,but are not limited to,the following:The automotive market is highly competitive,and we face significant challenges in competi

136、ng in our industry;Our ability to develop and manufacture vehicles of sufficient quality and appeal to customers on schedule and on a largescale is still evolving;We have not been profitable,and only generated positive cash flows from operations in certain periods;We have limited experience in indep

137、endent manufacturing.Any delays in the manufacturing and launching of our products,or ramping up of our production capacity,could have a material adverse effect on our business;Rising international political tensions,including changes in U.S.and European international trade policies and other cross-

138、border investment regulations,particularly with regard to China,may adversely impact our business and operating results;The unavailability,reduction or elimination of government and economic incentives or governmental policies which arefavorable for electric vehicles and domestically produced vehicl

139、es could have a material adverse effect on our business;Our current or future vehicles may not perform in line with customer expectations;We may face challenges in providing our power solutions;Our services may not be generally accepted by our users.If we are unable to provide satisfactory services

140、for our users,ourbusiness and reputation may be materially and adversely affected;We are dependent on our suppliers,many of whom are our single source suppliers for the components they supply;Table of Contents11We rely on Battery Asset Company to provide Battery as a Service to our users.If Battery

141、Asset Company fails to achievesmooth and stable operations,our Battery as a Service may be materially and adversely affected;andWe may need to defend ourselves against patent or trademark infringement claims,which may be time-consuming andwould cause us to incur substantial costs.Risks Related to Ou

142、r Corporate StructureWe are also subject to risks and uncertainties related to our corporate structure,including,but not limited to,the following:We are a Cayman Islands holding company with no equity ownership in the VIEs and we conduct our operations in China(i)primarily through our PRC subsidiari

143、es,and(ii)to a much lesser extent,the VIEs and their subsidiary.Investors in ourADSs and Class A ordinary shares thus are not purchasing equity interests in the VIEs in China but instead are purchasingequity interests in a Cayman Islands holding company.If the PRC government deems that our VIE arran

144、gements do notcomply with PRC laws,or if these PRC laws change,we could be subject to severe penalties or be forced to relinquish ourinterests in those operations.Our holding company in the Cayman Islands,the VIEs and investors of our company faceuncertainty about potential future actions by the PRC

145、 government that could affect the enforceability of the contractualarrangements with the VIEs and,consequently,significantly affect the financial performance of the VIEs and our companyas a group;We rely on contractual arrangements with the VIEs and their shareholders to hold a controlling financial

146、 interest over eachVIE,which may not be as effective as direct ownership in providing operational control;Our ability to enforce the equity pledge agreements between us and the VIEs shareholders may be subject to limitationsbased on PRC laws and regulations;andThe shareholders of the VIEs have confl

147、icts of interest with us,which may materially and adversely affect our business andfinancial condition.Risks Related to Doing Business in ChinaWe face risks and uncertainties related to doing business in China in general,including,but not limited to,the following:Changes in Chinas economic,political

148、 or social conditions or government policies could have a material and adverseeffect on our business and results of operations;Risks and uncertainties regarding the interpretation and enforcement of laws and quickly evolving rules and regulations inChina,could result in a material adverse change in

149、our operations and the value of our ADSs and Class A ordinary shares.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaUncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections availableto you and

150、us”;The PRC governments significant authority in regulating our operations and its oversight and control over capital raisingactivities of listed companies conducted overseas by,and foreign investment in,China-based issuers could significantlylimit or completely hinder our ability to offer or contin

151、ue to offer securities to investors.Implementation of industry-wideregulations in this nature may cause the value of such securities to significantly decline.For more details,see“Item 3.KeyInformation D.Risk Factors Risks Related to Doing Business in China The PRC governments significantoversight ov

152、er our business operation could result in a material adverse change in our operations and the value of ourADSs”;The approval of or the filing with the CSRC or other PRC government authorities may be required in connection with ourfuture offshore listings and capital raising activities.We cannot pred

153、ict whether or for how long we will be able to obtainsuch approval or filing;Table of Contents12We may be adversely affected by the complexity,uncertainties and changes in PRC regulations on internet-relatedbusiness,automotive businesses and other business carried out by our PRC subsidiaries and the

154、 VIEs;The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financialstatements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors withthe benefits of such inspections;andOur ADSs may b

155、e prohibited from being traded in the United States under the HFCAA in the future if the PCAOBdetermines that it is unable to inspect or investigate completely auditor located in China.The delisting or prohibition oftrading of the ADSs,or the threat of their being delisted or prohibited from trading

156、,may materially and adversely affect thevalue of your investment.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaOur ADSs may be prohibited from trading in the United States under the HFCAA in the future if thePCAOB is unable to inspect or investigate

157、completely auditors located in China.The delisting or prohibition of trading ofthe ADSs,or the threat of their being delisted or prohibited from trading,may materially and adversely affect the value ofyour investment.”Risks Related to Our ADSs and Class A Ordinary SharesIn addition to the risks desc

158、ribed above,we are subject to risks related to our ADSs and Class A ordinary shares:We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong StockExchange;If we change the listing venue of our securities,you may lose the shareholder protection

159、mechanisms afforded under theregulatory regimes of the applicable securities exchange;The trading prices of our listed securities have been and are likely to continue to be,volatile,which could result insubstantial losses to investors;If securities or industry analysts do not publish research or rep

160、orts about our business,or if they adversely change theirrecommendations regarding our Class A ordinary shares and/or ADSs,the market price for our Class A ordinary sharesand/or ADSs and trading volume could decline;andOur dual-class voting structure will limit the holders of our Class A ordinary sh

161、ares and ADSs to influence corporatematters,provide certain shareholders of ours with substantial influence and could discourage others from pursuing anychange of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.Risks Related to Our Business and Indust

162、ryThe automotive market is highly competitive,and we face significant challenges in competing in our industry.The automotive market,particularly the market in China,is highly competitive.Our vehicles compete with both NEV and ICEvehicles,especially those targeting the mid-to high-end segment.Many of

163、 our current and potential competitors have significantlygreater financial,technical,engineering,manufacturing,marketing and other resources than we do,and may be able to devote greaterresources to the design,development,manufacturing,promotion,sale and support of their products.Moreover,we expect c

164、ompetition in the China automotive market to intensify in light of increased product supply,intense pricecompetition,reduced government subsidies,continuing globalization,and industry consolidation.Increased competition will placegreater demand on,among others,product design and performance,technolo

165、gical innovation,pricing,product quality and safety,manufacturing efficiency,sales and marketing capabilities,service and charging options,and user satisfaction.Increasing competitionmay also lead to lower vehicle unit sales and increasing inventory,which may result in downward price pressure and ma

166、y adverselyaffect our business,financial condition,results of operations,and prospects.Table of Contents13Furthermore,our competitive advantage as a leading and early-moving EV company will be compromised if our competitorsachieve higher production and sales volumes,offer more favorable pricing,or i

167、ntroduce new products at a faster pace than we do.If ourcompetitors introduce new vehicles or services that successfully compete with or surpass the quality or performance of our vehicles orservices at more competitive prices,we may be unable to satisfy existing customers or attract new customers at

168、 the price levels thatwould allow us to generate attractive rates of return on our investment.We may also be affected by the volatility of the overall China automotive market.Fluctuations in the growth rate of passengervehicle sales and/or EV sales in China and shifting consumer demands for EVs in C

169、hina could adversely affect our business,results ofoperations and financial condition.Our ability to successfully compete in our industry is fundamental to our future success in existing and new markets and ingrowing our market share.There can be no assurance that we will be able to compete successf

170、ully in our markets.You should considerour business and prospects in light of the risks and challenges we face in our industry,including,among other things,with respect to ourability to:design and produce safe,reliable and quality vehicles on an ongoing basis;build a well-recognized and respected br

171、and;establish and expand our customer base;successfully market our vehicles and services;competitively price our products and services,and successfully anticipate the sales volume of our vehicle products and thetake-rate of services provided to users;improve and maintain our operational efficiency;m

172、aintain a reliable,secure,high-performance and scalable technology infrastructure;successfully develop and protect our core technologies;attract,retain and motivate talented employees;anticipate and adapt to changing market conditions,including technological developments and changes in competitivela

173、ndscape;andnavigate an evolving and complex regulatory environment.If we fail to address any or all of these risks and challenges,our business may be materially and adversely affected.Furthermore,our vehicles are highly technical products that will require maintenance and support.If we were to cease

174、 or cutback operations,even years from now,buyers of our vehicles from years earlier might encounter difficulties in maintaining their vehiclesand obtaining satisfactory support.We believe that user confidence in our ability to provide our power solutions and assisted andintelligent driving function

175、s and honor our obligations under our service package over a long period of time is one of the key factors inmarketing our vehicles.As a result,consumers will be less likely to purchase our vehicles now if they are not convinced that our businesswill succeed or that our operations will continue for

176、many years.Similarly,suppliers and other third parties will be less likely to investtime and resources in developing business relationships with us if they are not convinced that our business will succeed.Our ability to develop and manufacture vehicles of sufficient quality and appeal to customers o

177、n schedule and on a large scale is stillevolving.Our future business depends in large part on our ability to execute on our plans to develop,manufacture,market and sell ourelectric vehicles.We plan to manufacture our vehicles in higher volumes than our present production capabilities.Table of Conten

178、ts14Our continued development and manufacturing of our current and future vehicle models are and will be subject to risks,including with respect to:our ability to secure necessary funding;the equipment we use being able to accurately manufacture the vehicle within specified design tolerances;complia

179、nce with environmental,workplace safety and similar regulations;securing necessary components on acceptable terms and in a timely manner;our ability to accurately assess user demand;our ability to timely manufacture vehicles and expand production capacity;delays in delivery of final component design

180、s to our suppliers,or delays in the development and delivery of our coretechnologies and new vehicle models;our ability to attract,recruit,hire and train skilled employees;quality controls;delays or disruptions in our supply chain;our ability to maintain solid partnership with our suppliers;andour a

181、bility to control costs and prevent budget overruns.Historically,automobile customers have expected auto companies to periodically introduce new and improved vehicle models.However,we have limited experience designing,testing,manufacturing,marketing and selling our electric vehicles and therefore ca

182、nnotassure you that we will be able to introduce new or improved vehicle models at a pace that meets customer expectations.Nor can weguarantee that the vehicle models we roll out from time to time will achieve market success.If our new vehicle models or upgradedversions of existing vehicle models ar

183、e not well received by customers,our brand image and business performance may be adverselyaffected.Any of the foregoing could have a material adverse effect on our results of operations and growth prospects.We have not been profitable,and only generated positive cash flows from operations in certain

184、 periods.We have not been profitable since our inception,and only generated positive cash flows from operations in certain periods.Weincurred net losses of RMB14,437.1 million,RMB20,719.8 million and RMB22,401.7 million(US$3,069.0 million)for the years endedDecember 31,2022,2023 and 2024,respectivel

185、y.In addition,although we generated positive operating cash flows in 2021,we hadnegative operating cash flows of RMB3,866.0 million,RMB1,381.5 million and RMB7,849.2 million(US$1,075.3 million)in 2022,2023 and 2024,respectively.We may continue to record net losses and negative operating cash flows i

186、n the near future.We may not be able to fulfill ourobligations in providing vehicles and services to our users in respect of advances from customers,the failure of which may negativelyaffect our cash flow position.If we fail to generate sufficient revenue from our operations,or if we fail to maintai

187、n sufficient cash andfinancing,we may not have sufficient cash flows to fund our business,operations and capital expenditure and our business and financialposition will be adversely affected.Table of Contents15We have made significant up-front investments in research and development,power network,sa

188、les and service network,manufacturing facilities as well as marketing activities to rapidly develop and expand our business.We expect to continue to investsignificantly in these areas to further develop and expand our business,and these investments may not result in an increase in revenue orpositive

189、 cash flow on a timely basis,or at all.For example,we are developing new products to cover broader market segments andvarious core technologies such as assisted and intelligent driving technologies.We cannot assure you that we will be able to successfullyexecute our strategies and compete successful

190、ly against existing or future competitors in these areas.Additionally,the electric vehicleindustry is witnessing intense price competition as many players adopt aggressive pricing strategies to gain market share.We may needto adjust our pricing,which could lead to a direct contraction of our margin

191、levels,and adversely affect our financial condition andresults of operations.There can be no assurance that we will not experience liquidity problems in the future.We may not generate sufficient revenues,or we may incur substantial losses for a number of reasons,including lack of demand for our vehi

192、cles and services,increasingcompetition,challenging macro-economic environment,as well as other risks discussed herein,and we may incur unforeseen expenses,or encounter difficulties,complications and delays in generating revenue or achieving profitability.Moreover,our operation efficiencyalso has a

193、significant impact on our ability to generate profits.Failure to continuously improve our operation efficiency may lead to adecline in our net revenues,income and profitability.If we are unable to achieve profitability,we may have to reduce the scale of ouroperations,which may impact our business gr

194、owth and adversely affect our financial condition and results of operations.In addition,we face risks with respect to our capability to obtain sufficient external equity or debt financing.The electric vehicleindustry that we operate in is highly capital-intensive,requiring significant capital for re

195、search and development,production capacityenhancement,and sales and service network expansion.Our financing efforts may be influenced by a number of factors,includinggeneral market conditions,regulatory uncertainties,and investor acceptance of our business plan.In particular,as we continue to advanc

196、eour expansion into the international markets,we may be unsuccessful in new geographic markets as expected,which could raiseconcerns among investors and have a material adverse impact on our ability to obtain sufficient financing to support our further businessdevelopment.If we are unable to obtain

197、external financing in a timely manner on acceptable terms,we may fail to implement ourbusiness plans or encounter disruptions in our operating activities,and our business,financial condition and results of operations wouldbe adversely affected.We have limited experience in independent manufacturing.

198、Any delays in the manufacturing and launching of our products,orramping up of our production capacity,could have a material adverse effect on our business.Currently,we manufacture our vehicles in the first advanced manufacturing base,or the F1 Plant,and the second advancedmanufacturing base,or the F

199、2 Plant.As we have limited experience independently operating these manufacturing bases,we are subjectto risks of delays in the manufacture and commercial release of new vehicle models.We have been expanding our product portfolio totarget a broader market with our future vehicles,and to the extent w

200、e need to delay the launch of our vehicles,our growth prospectscould be adversely affected as we may fail to grow our market share.We expect to introduce new vehicle models under each of our NIO,ONVO and FIREFLY brands,which will require us to consistently enhance our production capacity.We cannot a

201、ssure you that we willbe able to ramp up our production and deliver the vehicle models at a pace that meets customer expectations.We also plan to periodicallyperform facelifts or refresh existing models,which could also be subject to delays.We may introduce in the future new or uniquemanufacturing p

202、rocesses and design features for our products.As we expand our vehicle offerings and global footprint,there is noguarantee that we will be able to successfully and timely introduce and scale such processes or features.Furthermore,we rely on third-party suppliers for the provision and development of

203、many of the key components and materials used in our vehicles.To the extent oursuppliers experience any delays in providing us with or developing necessary components,we could experience delays in delivering onour timelines.In addition,our manufacturing model has transitioned from joint manufacturin

204、g to independent manufacturing,potentiallyintroducing new risks.Such a shift poses additional challenges due to our limited experience in manufacturing independently.Theintricacies of overseeing all aspects of production independently,such as managing the entire production line and supervising produ

205、ctionpersonnel,may lead to unforeseen obstacles in maintaining efficiency and timeliness,and,ultimately,delays in product launch anddelivery.Therefore,we may be required to invest in more time and resources to assure that vehicles manufactured at our own facilitiescomply with our quality standards a

206、nd regulatory requirements.We have limited experience in managing our manufacturing workforce,and we may also face challenges in providing training to our production personnel.Additionally,we cannot assure you that we will beable to attract or retain qualified personnel or other highly skilled emplo

207、yees in a timely and cost-efficient manner.Any failure toeffectively manage or provide adequate training to our manufacturing workforce and production personnel,as well as attract or retainqualified personnel,may result in delays in production,reduced efficiency,and potential quality issues.Table of

208、 Contents16Furthermore,we may need to expand or convert our existing manufacturing facilities in the future to ramp up the production ofour current and future vehicle models.The expansion or conversion of our manufacturing facilities could experience delays or otherdifficulties,potentially affecting

209、 the timeline for increasing production capacity.Moreover,as we increase our production capacity andimprove our operation efficiency,significant capital may also be required to maintain our property,plant and equipment,and such costsmay exceed our current anticipations.There is substantial uncertain

210、ty about our ability to achieve these objectives.We cannot assure youthat we will be able to complete the expansion or conversion of our manufacturing bases or ramp up our production capacity on scheduleand within budget.Any delay in production ramp-up of our current vehicle models,or in the develop

211、ment,manufacture,launch and productionramp-up of our future vehicle models,including in the build-out of the manufacturing facilities in China for these models or due to anyother factors,or in refreshing or performing facelifts to existing models,could subject us to customer complaints and materiall

212、y andadversely affect our reputation,demand for our vehicles,results of operations and growth prospects.The unavailability,reduction or elimination of government and economic incentives or governmental policies which are favorable forelectric vehicles and domestically produced vehicles could have a

213、material adverse effect on our business.Our growth has benefited significantly from the government subsidies,economic incentives and government policies thatsupport the growth of new energy vehicles.Favorable government incentives and subsidies in China include one-time governmentsubsidies,exemption

214、 from vehicle purchase tax,exemption from license plate restrictions in certain cities,preferential utility rates forcharging facilities and more.Changes in government subsidies,economic incentives and government policies to support NEVs couldadversely affect the results of our operations.For exampl

215、e,the Shanghai government has offered exemptions from license platerestrictions for new energy vehicles in recent years,most recently extending the exemption for NEVs until the end of 2025.If theShanghai government stops offering such exemptions,our sales in Shanghai could be adversely affected.In a

216、ddition,in recent years,local governments in China have been implementing incentives and subsidy policies for consumers in the NEV sector,such as NEVreplacement subsidies.If these favorable government incentives and subsidies are scaled back in the future,it could potentially reduceconsumers willing

217、ness to purchase NEVs,thereby negatively impacting our vehicle sales.Besides policies of local governments,Chinas central government has adopted an NEV credit scheme that incentivizes originalequipment manufacturers,or OEMs,to increase the production and sale of NEVs.On June 29,2023,the Ministry of

218、Industry andInformation Technology,the Ministry of Finance,the Ministry of Commerce,the General Administration of Customs,and the StateAdministration for Market Regulation,jointly promulgated the Decision on Amending Measures for the Parallel Administration of theAverage Fuel Consumption and New Ene

219、rgy Vehicle Credits of Passenger Vehicle Enterprises,which took effect on August 1,2023.Under these measures,each of the vehicle manufacturers and vehicle importers above a certain scale is required to,among other things,maintain its new energy vehicles credits,or the NEV credits above zero,and NEV

220、credits can be earned only by manufacturing orimporting NEVs.Excess positive NEV credits,or the automotive regulatory credits,are tradable and may be sold to other enterprisesthrough a credit trading scheme established by the Ministry of Industry and Information Technology.Negative NEV credits can b

221、e offsetby purchasing NEV credits from other manufacturers or importers.We have earned positive NEV credits through manufacturing newenergy vehicles and sold some of the credits to other vehicle manufacturers or importers.We generated revenue from the sale of thesecredits totaling RMB67.3 million,RM

222、B10.6 million and RMB1.5 million(US$0.2 million)in 2022,2023 and 2024,respectively.Thereis no guarantee that we will continue to earn a similar level or amount of credits going forward.Moreover,as the prices for NEV creditsare subject to market demand,which affects the amount of credits generated by

223、 other vehicle manufacturers during a given period,wecannot assure you that we will continue to sell our credits at the current price or a higher price.Any changes in government policies torestrict or eliminate such credits trading could adversely affect our business,financial condition and results

224、of operations.On June 19,2023,the Ministry of Industry and Information Technology,the Ministry of Finance and the State TaxationAdministration jointly promulgated the Announcement on Continuing and Optimizing the Vehicle Purchase Tax Reduction andExemption Policies for New Energy Vehicles.Pursuant t

225、o such announcement,the NEVs purchased from January 1,2024 to December31,2025,shall be exempt from vehicle purchase tax,with the amount of tax exemption for each new energy passenger vehicle notexceeding RMB30,000,and the exemption from vehicle purchase tax on the NEVs purchased from January 1,2026

226、to December 31,2027,shall be reduced by half such that the amount does not exceeding RMB15,000.The reduction in vehicle purchase tax exemptionsmay negatively impact our sales performance.Table of Contents17Furthermore,Chinas central government provides certain local governments with funds and subsid

227、ies to support the roll-out ofcharging infrastructure.See“Item 4.Information on the CompanyB.Business OverviewRegulationsFavorable GovernmentPolicies Relating to New Energy Vehicles in the PRC.”These policies are subject to change and beyond our control.We cannot assureyou that any changes would be

228、favorable to our business.Furthermore,any reduction,elimination,delayed payment or discriminatoryapplication of government subsidies and economic incentives because of policy changes,the reduced need for such subsidies andincentives due to the perceived success of electric vehicles,fiscal tightening

229、 or other factors may result in the diminishedcompetitiveness of the alternative fuel vehicle industry generally or our electric vehicles in particular.In addition,as we seek to increaseour revenues from vehicle sales,we may also experience an increase in accounts receivable relating to government s

230、ubsidies.However,the collection of the government subsidies is subject to the appropriation arrangement and cadence of the governmental authority.Anyuncertainty or delay in collection of the government subsidies may also have an adverse impact on our financial condition.For moredetails,please refer

231、to“10.Other Non-current Assets”set forth in our consolidated financial statements included elsewhere in this annualreport.Any of the foregoing could materially and adversely affect our business,results of operations,financial condition and prospects.Our current or future vehicles may not perform in

232、line with customer expectations.Our current or future vehicles may not perform in line with customers expectations.For example,our vehicles may not havethe durability or longevity of other vehicles in the market,and may not be as easy and convenient to repair as other vehicles in themarket.Any produ

233、ct defects or any other failure of our vehicles to perform as expected could harm our reputation and result in adversepublicity,lost revenue,delivery delays,product recalls,product liability claims,harm to our brand and reputation,and significantwarranty and other expenses,and could have a material

234、adverse impact on our business,financial condition,operating results andprospects.In addition,the range of our vehicles on a single charge declines principally as a function of usage,time and charging patternsas well as other factors.For example,a customers use of his or her electric vehicle as well

235、 as the frequency with which he or she chargesthe battery can result in additional deterioration of the batterys ability to hold a charge.Furthermore,our vehicles may contain defects in design and manufacture that may cause them not to perform as expected orthat may require repair.For example,we off

236、er full-stack in-house developed assisted and intelligent driving features through NIOassisted and intelligent driving,or NAD,and ONVO Smart Driving or OSD.We cannot assure you that our technologies will ultimatelyperform in line with expectations.Our vehicles use a substantial amount of software co

237、de to operate and software products are inherently complex and oftencontain defects and errors when first introduced.As a result,any malfunction of these software products could negatively affect ourvehicle performance and lead to user dissatisfaction,potential complaints and product recalls.Any fai

238、lure of our software products,issues with our systems,or cybersecurity incidents may adversely affect our business,results of operation and financial position.While we have performed extensive internal testing on our vehicles software and hardware systems,we have a limited frame ofreference by which

239、 to evaluate the long-term performance of our systems and vehicles.There can be no assurance that we will be able todetect and fix any defects in the vehicles prior to their sale to consumers.If any of our vehicles fail to perform as expected,we may needto delay deliveries,initiate product recalls a

240、nd provide servicing or updates under warranty at our expense,which could adversely affectour brand in our target markets and could adversely affect our business,prospects and results of operations.We may face challenges in providing our power solutions.We provide our users with comprehensive power

241、solutions.Our power solutions include home charger,which we refer to asPower Home;battery swapping,which we refer to as Power Swap;supercharging piles,which we refer to as Power Charger;destinationcharging piles,which we refer to as Destination Charger;and mobile charging,which we refer to as Power

242、Mobile.In addition,we offerour users our One Click for Power valet service where we pick up,charge and then return the vehicle.For our vehicle models,wecurrently offer standard range battery,long range battery,and ultra-long range battery.We have experienced delays in delivering ourpower solutions i

243、n the past,and we cannot assure you that such delays will not occur again in the future.We intend to expand our charging and battery swapping network to better satisfy our users demand.We plan to develop ourpower network both independently and in cooperation with business partners.Such cooperative a

244、rrangements involve a variety of risks,including with respect to the negotiation of commercial terms,funding arrangements,and the timely construction of the charging pilesand battery swapping stations.If we are unable to successfully expand the coverage of our power network at the intended pace,ourb

245、usiness,results of operation and financial position could be adversely affected.Table of Contents18We have very limited experience in the actual provision of our power solutions to users and providing these services is subjectto challenges,including the challenges associated with sorting out the log

246、istics of rolling out our network and teams in appropriate areas,inadequate capacity or over capacity of our services in certain areas,security risks or risk of damage to vehicles during One Click forPower valet services and the potential for lack of user acceptance of our services.In addition,altho

247、ugh the Chinese government hassupported the roll-out of a public charging network,the current number of charging infrastructures is generally considered to beinsufficient.We also face uncertainties with regard to governmental support and public infrastructure as we roll out our power solutions,inclu

248、ding whether we can obtain and maintain access to sufficient charging infrastructure,whether we can obtain any required permitsand land use rights and complete any required filings,and whether the government support in this area may discontinue.Furthermore,wemay be subject to illegal activities perp

249、etrated against us and our power solutions,which may disrupt our operations and damage userconfidence in our vehicles and service offerings,thereby negatively affect our business and results of operations.Furthermore,given our limited experience in providing power solutions,there could be unanticipa

250、ted challenges which mayhinder our ability to provide our solutions or make the provision of our solutions costlier than anticipated.To the extent we are unable tomeet user expectations or experience difficulties in providing our power solutions,our reputation and business may be materially andadver

251、sely affected.Our services may not be generally accepted by our users.If we are unable to provide satisfactory services for our users,our businessand reputation may be materially and adversely affected.We aim to provide users with access to a full suite of services,including aftersales services,powe

252、r solutions,assisted andintelligent driving functions and others.We are also expanding our service scope to meet our users evolving demands.For example,wefacilitate used car transactions and auto financing arrangements,and offer vehicle subscription,battery upgrade and insurance brokerageto our user

253、s.These services are a part of our product and services package to users,and we cannot assure you that the services weprovide will be profitable on their own.In addition,to the extent that some of our services are non-traditional for automakers,theseservice offerings subject us to new risks.We also

254、seek to engage with our users on an ongoing basis using online and offline channels,which is non-traditional for automakers.We cannot assure you that our services or our efforts to engage with our users using both ouronline and offline channels will be successful,which could impact our revenues as w

255、ell as our customer satisfaction and marketing.Our servicing will partially be carried out through third parties which we certified.Although such servicing partners may haveexperience in servicing other vehicles,we and such partners have very limited experience in servicing our vehicles.Servicing el

256、ectricvehicles is different from servicing ICE vehicles and requires specialized skills,including high voltage training and servicing techniques.There can be no assurance that our service arrangements will adequately address the service requirements of our users to theirsatisfaction,or that we and o

257、ur partners will have sufficient resources to meet these service requirements in a timely manner as thevolume of vehicles we deliver increases.In addition,if we are unable to roll out and establish a widespread service network,user satisfaction could be adversely affected,which in turn could materia

258、lly and adversely affect our sales,results of operations and prospects.We are dependent on our suppliers,many of whom are our single source suppliers for the components they supply.Each of our vehicle models uses a great amount of purchased parts from suppliers,many of whom are currently our singles

259、ource suppliers for these components,and we expect that this will be similar for any future vehicle we may produce.The supply chainexposes us to multiple potential sources of delivery failure or component shortages.While we obtain components from multiple sourceswhenever possible,similar to other pl

260、ayers in our industry,many of the components used in our vehicles are components we purchasedfrom a single source.To date,we have not qualified alternative sources for most of the single sourced components used in our vehiclesand we do not maintain long-term agreements with some of our single source

261、 suppliers.In addition,part of our supply chain isgeographically concentrated.The lack of geographic diversification in our suppliers could lead to increased costs and delays inproduction of our vehicles.Furthermore,our collaboration with startup suppliers poses a potential risk to our operations.Th

262、ese suppliersmay lack the experience and resources to effectively manage their supply chains,leading to potential disruptions in the delivery of goodsor services to us.In addition,operational inefficiencies within these suppliers may lead to inconsistencies in product or service quality,thereby affe

263、cting our own ability to deliver high-quality products or services to our customers.Some of these suppliers may have limitedfinancial resources and rely on external financing to sustain their operations.If they experience financial constraints or fail to sustaintheir operations,it could impact their

264、 ability to meet our requirements,potentially causing delays or disruptions in our operations.Table of Contents19Any disruption in the supply of components,whether or not from a single source supplier,could temporarily disrupt theproduction of our vehicles until an alternative supplier is fully qual

265、ified or is otherwise able to supply us with the required material.Qualifying alternative suppliers or developing our own replacements for certain highly customized components of our vehicles may betime-consuming and costly.There can be no assurance that we would be able to successfully retain alter

266、native suppliers or supplies on atimely basis,on acceptable terms or at all.In addition,to the extent that we need to find alternative suppliers under time constraints,thealternative suppliers may not fully meet our requirements with respect to delivery speed,quantity or quality,thereby adversely af

267、fectingour business operations.Changes in business conditions,force majeure and other factors beyond our control or which we do not presently anticipate,could also affect our suppliers ability to deliver components to us on a timely basis.For example,the global supply constraint ofsemiconductor chip

268、s had negatively impacted our production activity and volume,as a result of which,we temporarily suspended thevehicle production activity in the F1 Plant for five working days starting from March 29,2021.In May 2021,our vehicle delivery wasadversely impacted for several days due to the volatility of

269、 semiconductor supply and certain logistical adjustments.In April 2022,wesuspended our vehicle production as a result of the component shortages.In July 2022,the production of our ET7 and EC6 wasconstrained by the short supply of casting parts.Although the reduced production volume and number of veh

270、icles delivered as a result ofsupply chain volatilities have not had a material impact on our liquidity and capital resources,our results of operations in these periodshave been negatively affected.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Business and IndustryOurbusiness,financia

271、l condition and results of operations may be adversely affected by natural disasters,health epidemics and otheroutbreaks.”While we have been working closely with supply chain partners and have been actively seeking alternative sources of supply,our production activity and results of operations may b

272、e impacted should the supply chain volatilities continue.In addition,even if wesucceed in locating alternative sources of supply,cooperating with new suppliers will subject us to uncertainties with respect to thereliability of these suppliers and the quality of the components they provide.We cannot

273、assure you that the new sources of componentsupply will enable us to meet the quality,price,design,engineering,and production standards,as well as the production volumes tosatisfy the market demand for our vehicles.Any defects of or quality issues with these components or any non-compliance incident

274、sassociated with these third-party suppliers could result in quality issues with our vehicles and hence compromise our brand image andresults of operations.Any of the foregoing could materially and adversely affect our results of operations,financial condition andprospects.We rely on Battery Asset C

275、ompany to provide Battery as a Service to our users.If Battery Asset Company fails to achieve smooth andstable operations,our Battery as a Service may be materially and adversely affected.On August 20,2020,we introduced the Battery as a Service,or BaaS,which allows users to purchase electric vehicle

276、s andsubscribe for the usage of batteries separately.If users opt to purchase a vehicle and subscribe for the battery under the BaaS,they canenjoy a deduction off the original vehicle purchase price and pay a monthly subscription fee for the battery.For each user under the BaaS model,we sell a batte

277、ry to Wuhan Weineng Battery Asset Co.,Ltd.,or the Battery AssetCompany,and the user subscribes for the usage of the battery from the Battery Asset Company.The service we provide to our usersunder the BaaS relies,in part,on the smooth operation of and stability and quality of service delivered by the

278、 Battery Asset Company,which we cannot guarantee.We invested in the Battery Asset Company with CATL,Hubei Science Technology Investment Group Co.,Ltd.and a subsidiary of Guotai Junan International Holdings Limited,which we refer to as the Initial BaaS Investors in this annualreport.We and the Initia

279、l BaaS Investors each invested RMB200 million and held 25%equity interests in the Battery Asset Company atits establishment.In December 2020,April 2021,August 2021 and July 2022,respectively,the Battery Asset Company entered intoagreements with new and existing investors for additional financing.We

280、refer to the Initial BaaS Investors together with the otherinvestors of the Battery Asset Company that subsequently joined as the Battery Asset Company Investors.As of the date of this annualreport,we beneficially own approximately 19.4%of the equity interests in the Battery Asset Company.As a resul

281、t,we have significantinfluence,but not control,over the business operations of the Battery Asset Company.If it fails in delivering smooth and stableoperations,we will suffer from negative customer reviews and even returns of products or services and our reputation may be materiallyand adversely affe

282、cted.Table of Contents20Additionally,given that we generate a portion of our total revenues from sales of battery and provision of service to the BatteryAsset Company,our results of operations and financial performance will be negatively affected if the Battery Asset Company fails tooperate smoothly

283、.The Battery Asset Company may finance the purchase of batteries through issuance of equity and debt or bankborrowing.If the Battery Asset Company is unable to obtain future financings from the Battery Asset Company Investors or other thirdparties to meet its operational needs,it may not be able to

284、make payments to us for the batteries purchased from us on time,to continuepurchasing batteries from us and providing them to our users through battery subscription,or to otherwise maintain its healthy andsustainable operations.On the other hand,if the Battery Asset Company bears a significant rate

285、of customer default on its paymentobligations,its results of operations and financial performance may be materially impacted,which will in turn reduce the value of ourand the Battery Asset Company Investors investments in the Battery Asset Company.In addition,in furtherance of the BaaS,we agreedto p

286、rovide a guarantee to the Battery Asset Company for the default in payment of monthly subscription fees from users,while themaximum amount of guarantee that can be claimed shall not be higher than the accumulated service fees we receive from the BatteryAsset Company.As the BaaS user base is expandin

287、g,if an increased number of default occurs,our results of operations and financialperformance will be negatively affected.As of December 31,2024,the guarantee liability we provided to Battery Asset Company wasimmaterial.Reservations for our vehicles are subject to cancellation.Reservations for our v

288、ehicles are subject to cancellation by the customer until delivery of the vehicle.We have experiencedcancellations in the past.While we require a deposit of less than 2.0%of the manufacturers suggested retail price,such deposit becomesnon-refundable after a certain period of time upon which the rese

289、rvation will be automatically confirmed.Notwithstanding the non-refundable deposit,our users may still cancel their reservations for many reasons outside of our control.The potentially long wait fromthe time a reservation is made until the time the vehicle is delivered could also impact user decisio

290、ns on whether to ultimately make apurchase,due to potential changes in preferences,competitive developments and other factors.If we encounter delays in the delivery ourcurrent or future vehicle models,we believe that a significant number of reservations may be cancelled.As a result,no assurance can

291、bemade that reservations will not be cancelled and will ultimately result in the final purchase,delivery,and sale of the vehicle.Suchcancellations could harm our financial condition,business,prospects and operating results.We may be subject to risks associated with assisted and intelligent driving t

292、echnologies.We provide an enhanced advanced driver assistance system,or ADAS,and plan to offer higher levels of assisted and intelligentdriving functionalities,and through our research and development,we continually update and improve our assisted and intelligentdriving technologies.Regulatory,safet

293、y and reliability issues,or the perception thereof,many of which are beyond our control,could cause thepublic,our users or our potential business partners to lose confidence in the assisted and intelligent driving solutions in general.Thedevelopment of our assisted and intelligent driving technology

294、 is subject to applicable regulatory restrictions,which may change fromtime to time as a result of various factors and have an unfavorable effect on our business as well as our research and development.Thesafety of our assisted and intelligent driving technology depends in part on end users of vehic

295、les equipped with ADAS and higher levelsof assisted and intelligent driving systems,as well as other drivers,pedestrians,other obstacles on the roadways or other unforeseenevents.For example,there have been traffic accidents involving vehicles equipped with ADAS,including our vehicles.Even though th

296、eactual causes of such traffic accidents may not be associated with the use of ADAS,they resulted in,and any future similar accidentscould result in,significant negative publicity,and,in the future,could result in suspension or prohibition of vehicles equipped withADAS and other assisted and intelli

297、gent driving systems,as well as regulatory investigations,recalls,systems or features modificationsand related actions.In addition,to the extent accidents associated with our ADAS and other assisted and intelligent driving systems(once launched)occur,we could be subject to liability,government scrut

298、iny and further regulation.For example,our research and development activitiesrelated to ADAS are subject to regulatory restrictions on surveying and mapping,as well as driverless road testing.Any furthertightening of regulatory restrictions could significantly impede our development of assisted and

299、 intelligent driving technologies.Any ofthe foregoing could materially and adversely affect our results of operations,financial condition and growth prospects.Table of Contents21We may face challenges in expanding our business and operations internationally and our ability to conduct business in int

300、ernationalmarkets may be adversely affected by legal,regulatory,political and economic risks.We face challenges and risks associated with expanding our business and operations globally into new geographic markets anddeveloping diversified sales channels and marketing strategies.New geographic market

301、s may have competitive conditions,user preferences,and discretionary spending patterns that are moredifficult to predict or satisfy than our existing markets.Local companies may have a substantial competitive advantage because of theirgreater understanding of,and focus on,the local users,as well as

302、their more established local brand names,requiring us to build brandawareness in that market through greater investments in advertising and promotional activity.In certain markets,we have relatively littleoperating experience and may not benefit from any first-to-market advantages or otherwise succe

303、ed.Therefore,we may also need toadapt our product and service offerings,adjust pricing strategies,and align with local economic conditions.Moreover,our expansion intointernational markets require us to respond timely and effectively to rapidly evolving market dynamics in the respective countries and

304、regions.While we are committed to executing our global business strategy,we cannot guarantee that our product and service offeringswill achieve the desired success in these new markets.To complement our direct sales model,we may need to implement new and diverse sales approaches and cooperate withbu

305、siness partners to facilitate our expansion in international markets,such as working with general distribution agencies and formingjoint venture partnerships.The adoption of these models could have potential negative impacts on certain financial metrics.For example,we entered into the Middle East an

306、d North Africa region in 2024 and expect to work closely with our business partner to provide localusers with our products and services.We also target to enter more overseas markets,which will expose us to a number of challengesrelating to the selection of business partners,negotiations of commercia

307、l terms and adapting to local policies.In addition,an increasedrevenue contribution from our distributors and authorized agents may lead to increase in our trade receivables,which our distributors andauthorized agents may not be able to settle in a timely manner,and any deterioration in the financia

308、l position and credit profile of ourdistributors and authorized agents could create challenges in collecting our trade receivables.Furthermore,international expansiontypically requires substantial capital investment,which may strain our financial resources and adversely affect our current financialp

309、erformance while increasing the complexity of our operational structure.As we continue to expand the operations and sales of our smart electric vehicles in international markets,we may faceoperational issues that could have a material adverse effect on our reputation,business and results of operatio

310、ns,if we fail to addresscertain factors including,but not limited to,the following:lack of acceptance of our products and services,and challenges of localizing our offerings to appeal to local tastes;significant capital required for entering into new geographical markets,including cost of promoting

311、our current and futurebrands in the new markets,building sales and services networks and power infrastructures;failure to obtain or maintain required permits and certifications for our products or services in these markets;failure to conform our products to regulatory and safety requirements and cha

312、rging and other electric infrastructures;difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets inwhich we offer or plan to offer our products and services;failure to provide consistent high-quality customer service and support in these ma

313、rkets;failure to attract and retain capable personnel with international perspectives who can effectively manage and operate localbusinesses;challenges in identifying appropriate local business partners and establishing and maintaining good working relationshipswith them;failure to obtain,maintain o

314、r enforce our intellectual property rights;availability,reliability and security of international payment systems and logistics infrastructure;Table of Contents22challenges of maintaining efficient and consolidated internal systems,including technology infrastructure,and of achievingcustomization an

315、d integration of these systems with the other parts of our technology platform;challenges in replicating or adapting our company policies and procedures to operating environments different from that ofChina;failure to develop appropriate risk management and internal control structures tailored to ov

316、erseas operations;national security policies that restrict our ability to utilize technologies that are deemed by local governmental regulators topose a threat to their national security;compliance with privacy laws and data security laws and compliance costs across different legal systems;heightene

317、d restrictions and barriers on the transfer of data and streamlined supply chain among different jurisdictions;differing,complex and potentially adverse customs,import/export laws,tax rules and regulations or other trade barriers orrestrictions related compliance obligations and consequences of non-

318、compliance,and any new developments in these areas;challenges in the implementation of BaaS and other innovative business models in countries and regions outside of China;exchange rate fluctuations;andpolitical instability and general economic or political conditions in particular countries or regio

319、ns,including territorial ortrade disputes,war and terrorism.In addition,our operations are subject to both PRC law and the laws of countries and jurisdictions in which we operate.Anyviolations of these laws by our overseas operations,associates,or agents could result in sanctions or penalties,potent

320、ially damaging ourreputation,business operations,and financial results.We may also encounter protectionist measures that could impede our businessstrategies and place us at a competitive disadvantage compared to domestic companies.For example,starting from October 30,2024,theEuropean Commission impo

321、sed definitive countervailing duties on imports of battery electric vehicles(BEVs)from China for a period offive years.Our success in international markets hinges on our ability to navigate diverse legal,regulatory,economic,environmental,social,and political landscapes,many aspects of which are beyo

322、nd our direct control.In new geographical areas and jurisdictions,our businessoperations may face disruptions due to changes in local laws,regulations,and policies.Failure to manage these risks and challengescould negatively affect our ability to expand our business and operations overseas as well a

323、s materially and adversely affect our business,financial condition and results of operations.Rising international political tensions,including changes in U.S.and European international trade policies and other cross-borderinvestment regulations,particularly with regard to China,may adversely impact

324、our business and operating results.The U.S.government has made statements and taken certain actions that may lead to changes in U.S.and international tradepolicies towards China.It remains unclear what additional actions,if any,will be taken by the U.S.or other governments with respect tointernation

325、al trade agreements,the imposition of tariffs on goods imported into the United States,tax policy related to internationalcommerce,or other trade matters.Table of Contents23We are closely monitoring potential changes in international trade policy and assessing the potential impact of these and other

326、trade policy changes on our business operations and financial performance.In February and March 2025,the U.S.administrationimposed an additional 20 percent duty on Chinese imports.Subsequently,authorities in China announced tariffs over selected U.S.products and regulatory investigation against U.S.

327、companies in response to the tariff imposed by the U.S.Furthermore,on April 2,2025,President Trump announced that the United States would impose a 10%tariff on all countries,effective on April 5,2025,and anindividualized reciprocal higher tariff on countries with which the United States has the larg

328、est trade deficits,including a 34%additionalreciprocal tariff on goods imported from China that brings the total tariff rate to 54%.On April 4,2025,the Foreign Ministry of Chinaannounced that China would impose a retaliatory 34%tariff on goods imported from the United States starting on April 10,202

329、5.Anyunfavorable government policies on international trade,such as capital controls or tariffs,may affect the demand for our products andservices,impact the competitive position of our products or prevent us from selling products in certain countries.If any new tariffs,legislation and/or regulation

330、s are implemented,or if existing trade agreements are renegotiated or,in particular,if the U.S.governmenttakes retaliatory trade actions due to the recent U.S.-China trade tension,such changes could have an adverse effect on our business,financial condition and results of operations.In addition,we h

331、ave been closely monitoring policies in the United States designed to restrict certain Chinese companies fromsupplying or operating in the U.S.market.These policies include the Clean Network project initiated by the U.S.Department of State inAugust 2020,the Executive Order on Protecting Americas Sen

332、sitive Data from Foreign Adversaries published in June 2021,and newauthorities granted to the Department of Commerce to prohibit or restrict the use of certain information and communications technologyand services from Chinese companies.Utilizing these new authorities,in January 2025,the Department

333、of Commerce Bureau of Industryand Security(BIS)announced a final rule prohibiting transactions involving the sale or import of connected vehicles when the integratedsoftware has a sufficient nexus to China.Additionally,the U.S.Department of Defense has included dozens of prominent Chinesecompanies on its list of“Chinese military companies”(CMC)that are“operating directly or indirectly in the Unite