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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 ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year e

2、nded December 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportCommission File

3、Number:001-39407Li Auto 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)11 Wenliang StreetShunyi District,Beijing 101399Peoples Republic of China(Address of Principal Executive Off

4、ices)Tie Li,Chief Financial OfficerTelephone:+86(10)8742-7209Email:11 Wenliang StreetShunyi District,Beijing 101399Peoples Republic of China(Name,Telephone,Email and/or Facsimile Number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Ac

5、t:Title of Each Class Trading Symbol Name of Each Exchange on Which RegisteredAmerican depositary shares,each representing two Class A ordinary shares,par value US$0.0001 per shareClass A ordinary shares,par value US$0.0001 per shareLI 2015The Nasdaq Stock Market LLC(The Nasdaq Global Select Market)

6、The Stock Exchange of Hong Kong LimitedSecurities 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)of the Act:None(Title of Class)Indicate the number of outstanding shares of each of t

7、he issuers classes of capital or common stock as of the close of the period covered by the annualreport:1,760,447,648 Class A ordinary shares(excluding the 5,760,540 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reservedfor future issuances upon the exercise or vest

8、ing of awards granted under our share incentive plans),par value US$0.0001 per share,and 355,812,080 ClassB ordinary shares,par value US$0.0001 per share,as of December 31,2024.Table of ContentsIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Sec

9、urities Act.Yes NoIf this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of theSecurities Exchange Act of 1934.Yes NoNote Checking the box above will not relieve any registrant required to file reports

10、pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934from their obligations under those Sections.Indicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months(or f

11、or such shorter period that the registrant was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursua

12、nt to Rule405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an

13、emerging growth company.See thedefinitions of“large accelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large Accelerated filer Accelerated Filer Non-Accelerated Filer Emerging Growth Company If an emerging growth company that prepares its financial s

14、tatements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of theExchange Act.The term“new or revised financial accounting s

15、tandard”refers to any update issued by the Financial Accounting Standards Board to its Accounting 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 of its internal controlov

16、er financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issuedits audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the regist

17、rant included in thefiling 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-based compensation received byany of the registrants executive officer

18、s 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.GAAP International Financial Reporting Standards as issued by the International Accounting Standards

19、 BoardOther If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has 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 o

20、f the Exchange Act).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 Section 12,13,or 15(d)of the Securities ExchangeAct of 1934 subsequent to the

21、distribution of securities under a plan confirmed by a court.Yes NoTable of ContentsiTABLE OF CONTENTSINTRODUCTIONiiFORWARD-LOOKING INFORMATIONivPART I.1ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATIO

22、N ON THE COMPANY70ITEM 4A.UNRESOLVED STAFF COMMENTS108ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS108ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES125ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS137ITEM 8.FINANCIAL INFORMATION139ITEM 9.THE OFFER AND LISTING140ITEM 10.ADDITIONAL I

23、NFORMATION140ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK151ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES152PART II.157ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES157ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS1

24、57ITEM 15.CONTROLS AND PROCEDURES157ITEM 16.RESERVED158ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT158ITEM 16B.CODE OF ETHICS158ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES158ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES159ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER A

25、ND AFFILIATED PURCHASERS159ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT159ITEM 16G.CORPORATE GOVERNANCE159ITEM 16H.MINE SAFETY DISCLOSURE159ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.159ITEM 16J.INSIDER TRADING POLICIES159ITEM 16K.CYBERSECURITY160PART III.16

26、1ITEM 17.FINANCIAL STATEMENTS161ITEM 18.FINANCIAL STATEMENTS161ITEM 19.EXHIBITS162Table of ContentsiiINTRODUCTIONIn this annual report,unless otherwise indicated or unless the context otherwise requires:“ADRs”refers to the American depositary receipts that evidence the ADSs;“ADSs”refers to the Ameri

27、can depositary shares,each of which represents two Class A ordinary shares of our company;“CCASS”refers to the Central Clearing and Settlement System established and operated by Hong Kong SecuritiesClearing Company Limited,a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited;“China”

28、or“PRC”refers to the Peoples Republic of China,and,unless the context requires otherwise and solely for thepurpose of this annual report such as describing legal or tax matters,authorities,entities,or persons,excludes Hong KongSpecial Administrative Region,Macao Special Administrative Region,and Tai

29、wan region of the Peoples Republic ofChina;“Class A ordinary shares”refers to the Class A ordinary shares of Li Auto Inc.with a par value of US$0.0001 per share;“Class B ordinary shares”refers to the Class B ordinary shares of Li Auto Inc.with a par value of US$0.0001 per share;“OTA”refers to over-t

30、he-air,a technology that updates vehicle firmware and software remotely through cloud network“Hong Kong”refers to the Hong Kong Special Administrative Region of the Peoples Republic of China;“Hong Kong dollars”or“HK$”refers to the legal currency of Hong Kong;“Hong Kong Listing Rules”refers to the Ru

31、les 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;“HPC”refers to high-power charging;“ICE”refers to internal combustion engine;“Li Auto,”“we,”or“ou

32、r company”refers to Li Auto Inc.,a Cayman Islands holding company,and its subsidiaries and,inthe context of describing our operations and consolidated financial information,the VIEs and their respective subsidiaries,unless otherwise indicated herein.For the avoidance of confusion,“Li Auto Inc.”or“ou

33、r holding company”only refers toLi Auto Inc.;“our subsidiaries”refers to the entities in which Li Auto Inc.holds direct or indirect equity ownership,andthus consolidates their financial information;for“variable interest entities”or“VIEs,”see stand-alone definition set forthbelow.Li Auto Inc.does not

34、 conduct operations of its own and does not have any equity ownership in the VIEs;“Main Board”refers to the stock market(excluding the option market)operated by the Hong Kong Stock Exchange,whichis independent from and operated in parallel with the Growth Enterprise Market of the Hong Kong Stock Exc

35、hange;“Meituan”refers to Meituan,formerly known as Meituan Dianping,a company incorporated in the Cayman Islands andlisted on the Main Board of the Hong Kong Stock Exchange;“MPVs”refers to multi-purpose vehicle;“NEVs”refers to new energy passenger vehicles,primarily including(i)“BEVs,”which refers t

36、o battery electric passengervehicles,(ii)“EREVs,”which refers to extended-range electric passenger vehicles,and(iii)“PHEVs,”which refers toplug-in hybrid electric passenger vehicles;Table of Contentsiii“NOA”refers to navigation on advanced driver-assistance systems;“ordinary shares”or“shares”refers

37、to the Class A ordinary shares and Class B ordinary shares;“PCAOB”refers to Public Company Accounting Oversight Board,a nonprofit corporation established by the United StatesCongress to oversee the audits of public companies,among others;“Renminbi”or“RMB”refers to the legal currency of China;“SEC”re

38、fers to the United States Securities and Exchange Commission;“SUVs”refers to sport utility vehicles;“U.S.dollars”or“US$”refers to the legal currency of the United States;and“VIEs”refers to variable interest entities,which are PRC companies conducting business operations in China that haveentered int

39、o a series of contractual arrangements with their respective shareholders and our PRC subsidiaries and whosefinancial information has been consolidated into the consolidated financial statements of Li Auto Inc.under U.S.GAAP foraccounting purposes;and“the VIEs”that Li Auto Inc.consolidates under U.S

40、.GAAP include Beijing CHJ InformationTechnology Co.,Ltd.,or Beijing CHJ,and Beijing Xindian Transport Information Technology Co.,Ltd.,or XindianInformation.Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due torounding.Our

41、reporting currency is Renminbi.This annual report contains translations from Renminbi to U.S.dollars solely for theconvenience of the reader.Unless otherwise stated,all translations from Renminbi to U.S.dollars were made at a rate of RMB7.2993 toUS$1.00,which was the exchange rate in effect as of De

42、cember 31,2024 as set forth in the H.10 statistical release of The Board ofGovernors of the Federal Reserve System.We make no representation that any Renminbi amounts referred to in this annual report couldhave been,or could be,converted into U.S.dollars at any particular rate,or at all.Table of Con

43、tentsivFORWARD-LOOKING INFORMATIONThis annual report contains forward-looking statements that reflect our current expectations and views of future events.The forward-looking statements are contained principally in“Item 3.Key InformationD.Risk Factors,”“Item 4.Information on the CompanyB.Business Ove

44、rview,”and“Item 5.Operating and Financial Review and Prospects.”These forward-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 andother factors,including those listed under“Item 3.Key Inform

45、ationD.Risk Factors,”may cause our actual results,performance,orachievements to be materially different from those expressed or implied by the forward-looking statements.You can identify some of these forward-looking statements by words or phrases such as“may,”“might,”“will,”“would,”“expect,”“antici

46、pate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“is/are likely to,”“potential,”“continue,”or other similar expressions.Wehave based these forward-looking statements largely on our current expectations and projections about future events that we believe mayaffect our financial condition,results of o

47、perations,business strategy,and financial needs.These forward-looking statements includestatements relating to:our goals and strategies;our future business development,financial conditions,and results of operations;the expected outlook of the automotive market including the NEV market in China;our e

48、xpectations regarding demand for and market acceptance of our vehicles;our expectations regarding our relationships with users,suppliers,third-party service providers,strategic partners,and otherstakeholders;competition in our industry;government policies and regulations relating to our industry;and

49、general economic and business conditions globally and in China.These forward-looking statements involve various risks and uncertainties.Although we believe that our expectations expressed inthese forward-looking statements are reasonable,our expectations may later be found to be incorrect.Our actual

50、 results could bematerially different from our expectations.Important risks and factors that could cause our actual results to be materially different fromour expectations are generally set forth in“Item 3.Key InformationD.Risk Factors,”“Item 4.Information on the CompanyB.Business Overview,”“Item 5.

51、Operating and Financial Review and Prospects,”and other sections in this annual report.You should readthoroughly this annual report and the documents that we refer to with the understanding that our actual future results may be materiallydifferent from and worse than what we expect.We qualify all of

52、 our forward-looking statements by these cautionary statements.Table of Contents1PART I.ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERSNot applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3.KEY INFORMATIONOur Holding Company Structure and Contractual Arrangeme

53、nts with the VIEs and Their ShareholdersThe following diagram illustrates our corporate structure,including our principal subsidiaries and the VIEs,as of the date of thisannual report.Table of Contents2Li Auto Inc.is not a Chinese operating company but a Cayman Islands holding company with no equity

54、 ownership in the VIEs andtheir subsidiaries.We conduct our operations in China through(i)our PRC subsidiaries and(ii)the VIEs,with which we havemaintained contractual arrangements,and their subsidiaries.PRC laws and regulations restrict and impose conditions on foreigninvestment in value-added tele

55、communication services and certain other businesses.Accordingly,we operate these businesses in Chinathrough the VIEs and their subsidiaries,and rely on contractual arrangements among our PRC subsidiaries,the VIEs,and their nomineeshareholders to direct the business operations of the VIEs.Such struct

56、ure enables investors to share economic interests in China-basedcompanies in sectors where foreign direct investment is prohibited or restricted under PRC laws and regulations.Revenues contributedby the VIEs accounted for nil,nil and nil of our total revenues in 2022,2023 and 2024,respectively.As us

57、ed in this annual report,“LiAuto,”“we,”or“our company”refers to Li Auto Inc.,its subsidiaries,and,in the context of describing the operations conducted throughour PRC subsidiaries and the VIEs and consolidated financial information,the VIEs in China,including but not limited to Beijing CHJand Xindia

58、n Information.Investors in the ADSs are not purchasing equity interest in the VIEs in China but instead are purchasing equityinterest in a holding company incorporated in the Cayman Islands,and may never directly hold equity interests in the VIEs in China.A series of contractual agreements,including

59、 powers of attorney,business operation agreement,equity pledge agreements,exclusiveconsultation and service agreements,and equity option agreements,have been entered into by and among our PRC subsidiaries,theVIEs,and their nominee shareholders.Terms contained in each set of these contractual arrange

60、ments are substantially similar.As a resultof the contractual arrangements,we(i)have the power to direct activities of the VIEs that most significantly affect their economicperformance and(ii)receive economic benefits from the VIEs that could be significant to them.Accordingly,Li Auto Inc.is conside

61、redthe primary beneficiary of the VIEs and their subsidiaries and has consolidated the financial information of these companies in itsconsolidated financial statements under the U.S.GAAP for accounting purposes.Neither Li Auto Inc.nor its investors have an equityownership(including foreign direct in

62、vestment)in,or control through such equity ownership of,the VIEs,and the contractualarrangements are not equivalent to an equity ownership in the business of the VIEs.For more details of these contractual arrangements,see“Item 4.Information on the CompanyC.Organizational StructureContractual Arrange

63、ments with the VIEs and TheirShareholders.”However,the contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs andtheir subsidiaries;the nominee shareholders of the VIEs may have potential conflicts of interest with us;and we may incur substant

64、ialcosts to enforce the terms of the arrangements.As such,the VIE structure involves unique risks to investors of our Cayman Islandsholding company.In addition,the legality and enforceability of the contractual agreements between our PRC subsidiaries,the VIEs,andtheir nominee shareholders,as a whole

65、,have not been tested in a court of law in China.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureWe rely on contractual arrangements with the VIEs and their respective shareholders tomaintain a controlling financial interest in the VIEs,which may not be as effective

66、as direct ownership in providing operational control.”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureThe registered shareholders of the VIEsmay have potential conflicts of interest with us,which may materially and adversely affect our business and financial conditio

67、n.”There are substantial uncertainties regarding the interpretation and application of current and future PRC laws,regulations,and rulesregarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs andtheir nominee shareholders.It

68、 is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will beadopted or,if adopted,what they would provide.If we or any of the VIEs is found to be in violation of any existing or future PRC lawsor regulations,or fail to obtain or maintain any of the re

69、quired licenses,permits,registrations,or approvals,the PRC regulatoryauthorities would have broad discretion to take action in dealing with such violations or failures in accordance with applicable laws.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureIf the PRC gover

70、nment deems that ourcontractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries,or if these regulations or the interpretation of existing regulations change in the future,we could be subject to severe penalties or beforced to

71、 relinquish our interests in those operations,”and“Item 3.Key InformationD.Risk FactorsRisks Relating to DoingBusiness in ChinaThe interpretation and implementation of the PRC Foreign Investment Law and its implementation rules areevolving,and we cannot fully ascertain how they may impact the viabil

72、ity of our current corporate structure,corporate governance,andoperations.”Table of Contents3Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.If the PRC government deemsthat our contractual arrangements with the VIEs do not comply with PRC regula

73、tory restrictions on foreign investment in the relevantindustries,or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future,we couldbe subject to severe penalties or be forced to relinquish our interests in those operations.Our holding

74、company,our PRC subsidiaries,and the VIEs and their subsidiaries,and investors of our company face uncertainty about potential future actions by the PRC governmentthat could affect the enforceability of the contractual arrangements with the VIEs and,consequently,significantly affect the financialper

75、formance of the VIEs and our company as a whole.The PRC regulatory authorities could disallow the VIE structure,which wouldlikely result in a material change in our operations and cause the value of our securities to significantly decline or become worthless.Fora detailed description of the risks as

76、sociated with our corporate structure,please refer to risks disclosed under“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate Structure.”We face various legal and operational risks and uncertainties relating to doing business in China.Our business operations areprimarily conducted

77、in China,and we are subject to complex and evolving PRC laws and regulations.The PRC government has issuedstatements and carried out regulatory actions relating to areas such as the use of contractual arrangements in certain industries,regulatoryapprovals on offshore offerings and listings by,and fo

78、reign investment in,China-based issuers,anti-monopoly regulatory actions,andoversight on cybersecurity and data privacy.We cannot assure you that we will be able to complete filing or obtain any specificregulatory approvals from the China Securities Regulatory Commission,or the CSRC,the Cyberspace A

79、dministration of China,or theCAC,or any other PRC government authorities for our overseas offerings and listings,as applicable.In addition,if future regulatoryupdates mandate clearance of cybersecurity review or other specific actions to be completed by China-based companies listed on foreignstock e

80、xchanges,such as us,we face uncertainties as to whether such clearance can be timely obtained,or at all.Therefore,we face risksand uncertainties associated with these statements and regulatory actions,which may impact our ability to conduct certain businesses,accept foreign investments,or list and c

81、onduct offerings on a United States or another foreign exchange.These risks could result in amaterial adverse change in our operations and the value of the ADSs,significantly limit or completely hinder our ability to continue tooffer securities to investors,or cause the value of such securities to s

82、ignificantly decline.For a detailed description of risks relating todoing business in China,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in China.”The PRC governments significant authority in regulating our industry and operations and its oversight and control over offeri

83、ngsconducted overseas by,and foreign investment in,China-based issuers could significantly limit or completely hinder our ability to offeror continue to offer securities to investors.Implementation of industry-wide regulations in this nature may cause the value of suchsecurities to significantly dec

84、line.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Businessin ChinaThe PRC governments oversight and discretion over our business operation could result in a material adverse change in ouroperations and the value of our ADSs.”The progressive development of the lega

85、l system in China,including such regarding the enforcement and sometimes quick changesof PRC rules and regulations,could result in uncertainties that adversely affect our operations and the value of our Class A ordinaryshares and the ADSs.For more details,see“Item 3.Key InformationD.Risk FactorsRisk

86、s Relating to Doing Business in ChinaThe PRC legal system is developing,which could lead to uncertainties that adversely affect us.”The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,as amended by the Consolidated Appropriations Act,20

87、23,if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject toinspections by the PCAOB for two consecutive years,the SEC will prohibit our shares or the ADSs from being traded on a nationalsecurities exchange or in the over-the-co

88、unter trading market in the United States.On December 16,2021,the PCAOB issued a report tonotify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong,including our auditor.In May 20

89、22,the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31,2021.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021 determination and removed mainland Chi

90、na andHong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.Forthis reason,we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-Ffor the fiscal year ended Dec

91、ember 31,2022 and do not expect to be so identified after we file this annual report on Form 20-F.Table of Contents4Each year,the PCAOB will determine whether it can inspect and investigate completely registered public accounting firms inmainland China and Hong Kong,among other jurisdictions.If the

92、PCAOB determines in the future that it no longer has full access toinspect and investigate completely registered public accounting firms in mainland China and Hong Kong and we continue to use anaccounting firm headquartered in one of these jurisdictions to issue an audit report on our financial stat

93、ements filed with the SEC,wewould be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were

94、soidentified for two consecutive years,we would become subject to the prohibition on trading under the HFCAA.See“Item 3.KeyInformationD.Risk FactorsRisks Relating to Our Business and IndustryThe PCAOB had historically been unable to inspect ourauditor in relation to their audit work performed for ou

95、r financial statements and the inability of the PCAOB to conduct inspections ofour auditor in the past had deprived our investors with the benefits of such inspections”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryOur ADSs may be prohibited from trading in the Un

96、ited States under the HFCAA in thefuture if the PCAOB is unable to inspect or investigate completely registered public accounting firms located in mainland China andHong Kong.The delisting of the ADSs,or the threat of their being delisted,may materially and adversely affect the value of yourinvestme

97、nt.”Permissions Required from the PRC Authorities for Our OperationsWe conduct our business primarily through our subsidiaries and the VIEs in China.Our operations in China are governed by PRClaws and regulations.As of the date of this annual report,our PRC subsidiaries and the VIEs and their subsid

98、iaries have obtained therequisite licenses and permits from the PRC government authorities that are material for the business operations of our subsidiaries andthe VIEs and their subsidiaries in China,including,among others,a Survey and Mapping Qualification Certificate,a Value-AddedTelecommunicatio

99、n Business Operating License for Internet Information Service,or ICP License,and an Operating License for theProduction and Dissemination of Radio and Television Programs.Given the evolving interpretation and implementation of relevant lawsand regulations and the evolving enforcement practices of th

100、e government authorities,we may be required to obtain additional licenses,permits,filings,or approvals for our business operations in the future.For more detailed information,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryWe may be adversely affected by the comple

101、xity and changes in PRCregulations on automotive and internet-related businesses and companies.”As of the date of this annual report,in connection with our past issuances of securities to foreign investors,under current PRC laws,regulations,and rules,we,our PRC subsidiaries,and the VIEs(i)are not re

102、quired to obtain permissions from with the CSRC,(ii)are notrequired to go through cybersecurity review by the CAC,and(iii)have not received or were not denied such requisite permissions by anyPRC authority.However,the PRC government has promulgated certain regulations and rules to strengthened overs

103、ight and control over offeringsthat are conducted overseas by,and foreign investment in,China-based issuers.In connection with any future capital markets activitiesoverseas,we may need to file with the CSRC,undergo a cybersecurity review conducted by the CAC,or meet other regulatoryrequirements that

104、 may be adopted in the future by PRC regulatory authorities.To the extent such requirements are or become applicableto us,we cannot assure you that we would be able to comply with them in a timely manner,or at all.Any failure to obtain or delay inobtaining the required approval or completing the req

105、uired procedures could subject us to restrictions and penalties imposed by theCSRC,the CAC,or other PRC regulatory authorities,which could include fines and penalties on our operations in China,delays of orrestrictions on the repatriation of the proceeds from our overseas offerings into China,or oth

106、er actions that could materially andadversely affect our business,financial condition,results of operations,and prospects,as well as the trading price of our Class A ordinaryshares or the ADSs.For more detailed information,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Businessin Ch

107、inaThe PRC governments oversight and discretion over our business operations could result in a material adverse change in ouroperations and the value of our Class A ordinary shares or ADSs.”Table of Contents5Cash and Asset Flows Through Our OrganizationLi Auto Inc.is a Cayman Islands holding company

108、 with no operations of its own.We conduct our operations in China primarily through our subsidiaries and the VIEs and their subsidiaries in China.As a result,although other means are available for us to obtain financing at the holding company level,Li Auto Inc.s ability to pay dividends to the share

109、holders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by the VIEs and their subsidiaries.If any of our subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability

110、 to pay dividends to Li Auto Inc.In addition,our PRC subsidiaries are permitted to pay dividends to Li Auto Inc.only out of their retained earnings,if any,as determined in accordance with PRC accounting standards and regulations.Furthermore,our PRC subsidiaries and the VIEs and their subsidiaries ar

111、e required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds,which are not distributable as cash dividends except in the event of a solvent liquidation of the companies.For more details,see“Item 5.Operating and Financial Review and Pr

112、ospectsLiquidity and Capital ResourcesHolding Company Structure.”Uncertainties regarding the interpretation and implementation of the contractual arrangements with the VIEs could limit our abilityto enforce such agreements.If the PRC government deems that our contractual arrangements constituting pa

113、rt of the VIE structure do notcomply with PRC laws and regulations,or if current laws and regulations change or are interpreted differently in the future,our ability tosettle amount owed by the VIEs under the VIE agreements may be seriously hindered.Under PRC laws and regulations,our PRC subsidiarie

114、s and the VIEs and their subsidiaries are subject to certain restrictions withrespect to payment of dividends or otherwise transfers of any of their net assets to us.Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by th

115、e PRC State Administration of ForeignExchange,or SAFE.These restrictions are benchmarked against the paid-in capital,additional paid-in capital,and the statutory reservefunds of our PRC subsidiaries and the net assets of the VIEs in which we have no legal ownership.As of December 31,2023 and 2024,th

116、e total amount of such restriction to which our PRC subsidiaries and the VIEs and their subsidiaries are subject was RMB18.8 billion,and RMB20.1 billion,respectively.For risks relating to the fund flows of our operations in China,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Busine

117、ss in ChinaWe may rely on dividends and other distributions on equity paid by our PRCsubsidiaries to fund any cash and financing requirements that we may have,and any limitation on the ability of our PRC subsidiaries tomake payments to us could have a material and adverse effect on our ability to co

118、nduct our business.”Under PRC laws,Li Auto Inc.may fund our PRC subsidiaries only through capital contributions or loans and fund the VIEs or theirsubsidiaries only through loans,subject to satisfaction of applicable government registration and approval requirements.As of December31,2023 and 2024,th

119、e outstanding balance of the principal amount of loans by Li Auto Inc.to our intermediate holding companies,subsidiaries and the VIEs was RMB54.5 billion,and RMB49.4 billion,respectively.Current PRC regulations permit our PRC subsidiaries,including Beijing Co Wheels Technology Co.,Ltd.,or Wheels Tec

120、hnology,topay dividends to us only out of their accumulated profits,if any,determined in accordance with PRC accounting standards andregulations.In addition,each of our PRC subsidiaries,the VIEs and their PRC subsidiaries are required to set aside at least 10%of theirrespective accumulated profits e

121、ach year,if any,to fund certain reserve funds until the total amount set aside reaches 50%of theirrespective registered capital.Our PRC subsidiaries and the VIEs and their subsidiaries may also allocate a portion of their after-taxprofits based on PRC accounting standards to employee welfare and bon

122、us funds at their discretion.These reserves are not distributableas cash dividends.Furthermore,if Wheels Technology incurs debt on its own behalf in the future,the instruments governing the debtmay restrict its ability to pay dividends or make other payments to us.In addition,the PRC tax authorities

123、 may require us to adjust ourtaxable income under the contractual arrangements we currently have in place in a manner that would materially and adversely affectWheels Technologys ability to pay dividends and other distributions to us.Any limitation on the ability of our PRC subsidiaries,including Wh

124、eels Technology,to distribute dividends to us or on the ability of the VIEs to make payments to Wheels Technology mayrestrict our ability to satisfy our liquidity requirements.Table of Contents6Taxation on Dividends or DistributionsLi Auto Inc.s source of dividend partly comes from dividends paid by

125、 its PRC subsidiaries,including Wheels Technology,which inpart depends on payments received from the VIEs under the contractual arrangements with the VIEs.We have never declared or paid anydividend on our ordinary shares and we do not currently intend to pay dividends to shareholders or holders of A

126、DSs.We currently intendto retain most,if not all,of our available funds and any future earnings to fund the development and growth of our business.Theundistributed earnings that are subject to dividend tax are expected to be indefinitely reinvested for the foreseeable future.See“Item 8.Financial Inf

127、ormationA.Consolidated Statements and Other Financial InformationDividend Policy.”For PRC and United Statesfederal income tax considerations of an investment in our ADSs,see“Item 10.Additional InformationE.Taxation.”Under the current laws of the Cayman Islands,Li Auto Inc.is not subject to tax on in

128、come or capital gains.Upon payments ofdividends to our shareholders,no Cayman Islands withholding tax will be imposed.For purposes of illustration,the following discussionreflects the hypothetical taxes that might be required to be paid within mainland China,assuming that:(i)we have taxable earnings

129、,and(ii)we determine to pay a dividend in the future:Tax calculation(1)Hypothetical pre-tax earnings(2)100%Tax on earnings at statutory rate of 25%(3)(25)%Net earnings available for distribution 75%Withholding tax at standard rate of 10%(4)(7.5)%Net distribution to Parent/Shareholders 67.5%Notes:(1)

130、For purposes of this example,the tax calculation has been simplified.The hypothetical book pre-tax earnings amount,notconsidering timing differences,is assumed to equal taxable income in China.(2)Under the terms of the VIE agreements,our PRC subsidiaries may charge the VIEs for services provided to

131、VIEs.These service feeswill be recognized as expenses of the VIEs,with a corresponding amount as service income by our PRC subsidiaries and eliminatein consolidation.For income tax purposes,our PRC subsidiaries and the VIEs file income tax returns on a separate company basis.The service fees paid ar

132、e recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral.(3)Certain of our subsidiaries and the VIEs qualify for a 15%preferential income tax rate in China,or an income tax exemption for twoyears beginning from their first profitable calendar year since 2

133、022,and a 50%reduction in the standard statutory rate for thesubsequent three consecutive years.However,such tax benefit is subject to qualification,is temporary in nature,and may not beavailable in a future period when distributions are paid.For purposes of this hypothetical example,the table above

134、 reflects amaximum tax scenario under which the full statutory rate would be effective.(4)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10%on dividends distributed by a foreign-investedenterprise to its immediate holding company outside of China.A lower withholding income tax

135、 rate of 5%is applied if the foreign-invested enterprises immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treatyarrangement with China,subject to a qualification review at the time of the distribution.For purposes of this hypothetical example,the table abo

136、ve assumes a maximum tax scenario under which the full withholding tax would be applied.The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees to our PRCsubsidiaries under tax neutral contractual arrangements.If,in the future,the accumulated e

137、arnings of the VIEs exceed the service feespaid to our PRC subsidiaries(or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by PRC tax authorities),the VIEs could make a non-deductible transfer to our PRC subsidiaries

138、for theamounts of the stranded cash in the VIEs.This would result in such transfer being non-deductible expenses for the VIEs but still taxableincome for the PRC subsidiaries.Our management believes that there is only a remote possibility that this scenario would happen.As of December 31,2024,the VI

139、Es and their subsidiaries did not pay any service fees to Wheels Technology.Table of Contents7Financial Information Relating to the VIEsThe following tables present the condensed consolidating schedules for our consolidated variable interest entities and other entitiesfor the years and as of the dat

140、es indicated.Condensed Consolidating Schedule of Statements of Income/(Loss)InformationFor the Year Ended December 31,2024 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Auto Inc.Subsidiariesof VIEsSubsidiariesAdjustmentsTotals(RMB in thousands)Third-party revenues 144,411,378 24,963

141、 23,605 144,459,946Inter-company revenues(1)272,269 10,397,969 1,733,503 (12,403,741)Third-party cost(114,312,446)(483,642)(7,720)(114,803,808)Inter-company cost (9,163,047)(17,502)(202)9,180,751 Third-party expenses(29,476)(14,978,984)(5,934,108)(1,611,040)(83,416)(22,637,024)Inter-company expenses

142、 (3,126,729)(174,967)(4,721)3,306,417 Share of income from subsidiaries,and income of VIEs(2)7,821,521 3,908,546 293,273 (12,023,340)Other income 240,305 1,596,959 151,358 307,888 2,296,510Income before income tax 8,032,350 8,607,946 4,257,344 441,313(12,023,329)9,315,624Income tax expense (773,537)

143、(348,797)(148,040)(1,270,374)Net income 8,032,350 7,834,409 3,908,547 293,273 (12,023,329)8,045,250Less:Net income attributable to noncontrolling interests 12,900 12,900Net income attributable to shareholders of Li Auto Inc.8,032,350 7,821,509 3,908,547 293,273 (12,023,329)8,032,350 For the Year End

144、ed December 31,2023 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Auto Inc.Subsidiariesof VIEsSubsidiariesAdjustmentsTotals(RMB in thousands)Third-party revenues 123,847,956 3,376 123,851,332Inter-company revenues(1)276,005 11,129,769 2,643,402 (14,049,176)Third-party cost (96,019,3

145、19)(323,732)(11,530)(96,354,581)Inter-company cost (7,865,495)(5,323)7,870,818 Third-party expenses (44,419)(13,481,777)(5,284,417)(1,275,066)(4,195)(20,089,874)Inter-company expenses (5,987,526)(126,164)(68,874)6,182,564 Share of income from subsidiaries,and income/(loss)of VIEs(2)11,716,065 8,348,

146、144 2,146,866 (22,211,075)Other income 32,493 1,101,328 811,144 1,099,921 3,044,886Income before income tax 11,704,139 10,219,316 8,348,143 2,391,229 (22,211,064)10,451,763Income tax(expense)/benefit (6)1,601,731 (244,363)1,357,362Net income 11,704,133 11,821,047 8,348,143 2,146,866 (22,211,064)11,8

147、09,125Less:Net income attributable to noncontrolling interests 104,992 104,992Net income attributable to shareholders of Li Auto Inc.11,704,133 11,716,055 8,348,143 2,146,866 (22,211,064)11,704,133 For the Year Ended December 31,2022 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Aut

148、o Inc.Subsidiariesof VIEsSubsidiariesAdjustmentsTotals(RMB in thousands)Third-party revenues 45,286,816 45,286,816Inter-company revenues(1)87,741 4,230,418 7,211,082 (11,529,241)Third-party cost (31,814,443)(147,566)(4,534,351)(36,496,360)Inter-company cost (7,693,094)(8,290)7,701,384 Third-party ex

149、penses(36,271)(7,185,416)(3,584,812)(1,638,834)(12,445,333)Inter-company expenses (3,490,054)(98,945)(302)3,589,301 Share of(loss)/income from subsidiaries,and income/(loss)of VIEs(2)(2,300,538)1,070,558 679,612 550,368 Other income/(expense)324,597 1,290,985 235,124 (358,394)3,210 1,495,522(Loss)/i

150、ncome before income tax(2,012,212)(2,446,907)1,313,831 670,911 315,022 (2,159,355)Income tax(expense)/benefit(3)126,236 (7,927)8,701 127,007Net(loss)/income(2,012,215)(2,320,671)1,305,904 679,612 315,022(2,032,348)Less:Net loss attributable to noncontrolling interests (20,133)(20,133)Net(loss)/incom

151、e attributable to shareholders of Li Auto Inc.(2,012,215)(2,300,538)1,305,904 679,612 315,022 (2,012,215)Table of Contents8Condensed Consolidating Schedule of Balance Sheet InformationAs of December 31,2024 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Auto Inc.Subsidiariesof VIEsSu

152、bsidiariesAdjustmentsTotals(RMB in thousands)Cash and cash equivalents 4,943,339 57,210,590 531 3,746,663 65,901,123Restricted cash 3,463 3,386 6,849Time deposits and short-term investments2,613,125 41,783,722 2,507,701 46,904,548Trade receivable 130,854 4,258 135,112Amounts due from the Group compa

153、nies(4)49,408,573 12,116,225 26,461,093 3,271,021 (91,256,912)Inventories 8,185,604 8,185,604Prepayments and other current assets23,955 4,984,024 13,565 155,002 5,176,546Investments in subsidiaries(2)20,111,191 21,882,046 (41,993,237)Contractual interest in VIEs and VIEs subsidiaries(2)8,244,617 (8,

154、244,617)Long-term investments 45,799 705,560 171,538 922,897Property,plant and equipment,net(3)2 20,101,000 915,156 124,775 21,140,933Operating lease right-of-use assets,net 7,519,723 191,911 612,329 8,323,963Intangible assets,net(3)302,065 98,139 666,853 (152,106)914,951Goodwill 5,484 5,484Deferred

155、 tax assets 2,537,752 1,301 3,127 2,542,180Other non-current assets 1,860,190 30,982 297,716 2,188,888Total assets 77,145,984 179,328,302 35,957,295 11,564,369 (141,646,872)162,349,078Short-term borrowings 281,102 281,102Trade and notes payable 51,749,882 502,722 1,343,590 53,596,194Amounts due to t

156、he Group companies(4)3,721 79,087,602 11,234,068 897,615 (91,223,006)Amounts due to related parties 11,321 148 23 11,492Deferred revenue,current 1,396,489 1,396,489Operating lease liabilities,current 1,366,644 21,235 50,213 1,438,092Finance lease liabilities,current 95,205 95,205Accruals and other c

157、urrent liabilities12,482 10,423,976 1,636,454 324,410 12,397,322Long-term borrowings 6,254,897 1,896,701 8,151,598Deferred revenue,non-current 720,531 720,531Operating lease liabilities,non-current 5,051,746 16,216 667,776 5,735,738Finance lease liabilities,non-current 346,914 296,070 642,984Deferre

158、d tax liabilities 860,362 4,637 864,999Other non-current liabilities 5,392,331 273,131 31,488 5,696,950Total liabilities 6,271,100 158,585,601 14,075,249 3,319,752 (91,223,006)91,028,696Total shareholders equity 70,874,884 20,742,701 21,882,046 8,244,617(50,423,866)71,320,382Total liabilities and sh

159、areholders equity77,145,984 179,328,302 35,957,295 11,564,369 (141,646,872)162,349,078Table of Contents9As of December 31,2023 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Auto Inc.Subsidiariesof VIEsSubsidiariesAdjustmentsTotals(RMB in thousands)Cash and cash equivalents 1,121,233

160、 62,476,935 721 27,730,141 91,329,030Restricted cash 479 479Time deposits and short-term investments 1,725,382 10,207,873 11,933,255Trade receivable 140,047 3,476 143,523Amounts due from the Group companies(4)54,475,676 62,322,940 19,165,427 30,567,860 (166,531,903)Inventories 6,871,713 12 254 6,871

161、,979Prepayments and other current assets 3,868,375 25,005 172,090 181,848 4,247,318Investments in subsidiaries(2)11,452,246 16,408,055 (27,860,301)Contractual interests in VIEs and VIEs subsidiaries(2)7,121,753 (7,121,753)Long-term investments 10,268 1,065,290 157,045 362,773 1,595,376Property,plant

162、 and equipment,net(3)10 15,424,813 208,291 112,586 (682)15,745,018Operating lease right-of-use assets,net 5,267,713 17,897 653,620 5,939,230Intangible assets,net(3)318,081 112,506 669,495 (235,902)864,180Goodwill 5,484 5,484Deferred tax assets 1,990,245 1,990,245Other non-current assets 2,236,261 10

163、2,434 463,659 2,802,354Total assets 67,059,433 180,121,813 26,911,091 70,943,827 (201,568,693)143,467,471Short-term borrowings 6,719,797 255,602 6,975,399Trade and notes payable 47,163,817 239,502 4,466,778 51,870,097Amounts due to the Group companies(4)3,598 99,688,074 8,847,504 57,988,379 (166,527

164、,555)Amounts due to related parties 4,919 5,665 23 10,607Deferred revenue,current 1,525,543 1,525,543Operating lease liabilities,current 1,086,216 15,210 45,011 1,146,437Accruals and other current liabilities 193,414 9,035,180 1,395,105 590,927 11,214,626Long-term borrowings 1,747,070 1,747,070Defer

165、red revenue,non-current 812,218 812,218Operating lease liabilities,non-current 2,972,326 705,635 3,677,961Deferred tax liabilities 200,877 200,877Other non-current liabilities 3,686,043 50 25,321 3,711,414Total liabilities 6,916,809 168,177,885 10,503,036 63,822,074 (166,527,555)82,892,249Total shar

166、eholders equity 60,142,624 11,943,928 16,408,055 7,121,753 (35,041,138)60,575,222Total liabilities and shareholders equity 67,059,433 180,121,813 26,911,091 70,943,827 (201,568,693)143,467,471Table of Contents10Condensed Consolidating Schedule of Cash Flow Information For the Year Ended December 31,

167、2024 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Auto Inc.Subsidiariesof VIEsSubsidiariesAdjustmentsTotals(RMB in thousands)Net cash(used in)/provided by inter-company transactions(5)(5,708,550)3,975,047 1,733,503 Net cash provided by/(used in)transactions with external entities 2

168、05,249 23,018,655 (6,598,239)(692,505)15,933,160Net cash provided by/(used in)operating activities 205,249 17,310,105 (2,623,192)1,040,998 15,933,160Net cash provided by inter-company transactions(6)6,751,926 23,149,993 (29,901,919)Other investing activities with external entities(2,543,595)(46,101,

169、140)(151,074)7,658,640 (41,137,169)Net cash provided by/(used in)investing activities 4,208,331 (22,951,147)(151,074)7,658,640 (29,901,919)(41,137,169)Net cash provided by/(used in)inter-company transactions(6)1,081 2,774,074 (32,677,074)29,901,919 Other financing activities with external entities(6

170、85,342)269,694 (415,648)Net cash(used in)/provided by financing activities(685,342)270,775 2,774,074 (32,677,074)29,901,919 (415,648)For the Year Ended December 31,2023 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Auto Inc.Subsidiariesof VIEsSubsidiariesAdjustmentsTotals(RMB in tho

171、usands)Net cash(used in)/provided by inter-company transactions(5)(2,869,165)225,763 2,643,402 Net cash provided by/(used in)transactions with external entities 56,515 62,188,526 (3,958,498)(7,593,022)50,693,521Net cash provided by/(used in)operating activities 56,515 59,319,361 (3,732,735)(4,949,62

172、0)50,693,521Net cash used in inter-company transactions(6)(3,589,329)(15,616,488)19,205,817 Other investing activities with external entities 2,137,626 133,450 (195,386)(2,087,758)(12,068)Net cash used in investing activities(1,451,703)(15,483,038)(195,386)(2,087,758)19,205,817 (12,068)Net cash prov

173、ided by inter-company transactions(6)3,926,604 15,279,213 (19,205,817)Other financing activities with external entities 1,547,552 (862,167)(500,000)185,385Net cash provided by/(used in)financing activities 1,547,552 (862,167)3,926,604 14,779,213 (19,205,817)185,385For the Year Ended December 31,2022

174、 Primary VIEs and OtherBeneficiaryVIEsEliminatingConsolidatedLi Auto Inc.Subsidiariesof VIEsSubsidiariesAdjustmentsTotals(RMB in thousands)Net cash(used in)/provided by inter-company transactions(5)(70)(2,884,657)50,319 2,834,408 Net cash provided by/(used in)transactions with external entities 450,

175、587 20,590,505 (2,738,637)(10,922,189)7,380,266Net cash provided by/(used in)operating activities 450,517 17,705,848 (2,688,318)(8,087,781)7,380,266Net cash used in inter-company transactions(6)(23,397,234)(23,424,257)46,821,491 Other investing activities with external entities 5,426,871 (7,324,717)

176、(317,321)(2,149,494)(4,364,661)Net cash used in investing activities(17,970,363)(30,748,974)(317,321)(2,149,494)46,821,491 (4,364,661)Net cash provided by inter-company transactions(6)23,397,234 3,006,631 20,417,626 (46,821,491)Other financing activities with external entities 2,789,778 1,250,737 1,

177、598,877 5,639,392Net cash provided by financing activities 2,789,778 24,647,971 3,006,631 22,016,503 (46,821,491)5,639,392Notes:(1)It mainly represents the elimination of the inter-company technical and other service fees.(2)It represents the elimination of the investment in our subsidiaries by Li A

178、uto Inc.and contractual interests in the VIEs.(3)It represents the elimination of the unrealized profit from inter-company transfer of long-lived assets.(4)It represents the elimination of intercompany balances among Li Auto Inc.,VIEs,and our subsidiaries.As of December 31,2023and 2024,there were no

179、 balances for management fees charged to VIEs.The amounts due from group companies and the amountsdue to group companies represent the funds provided among Li Auto Inc.,the VIEs,and our subsidiaries.(5)For the years ended December 31,2022,2023 and 2024,cash paid by subsidiaries to VIEs mainly for ce

180、rtain service fees wereRMB2.8 billion,RMB2.6 billion,and RMB1.7 billion respectively.For the years ended December 31,2022,2023 and 2024,nomanagement fees were paid by VIEs to the WFOE(pursuant to each management fee arrangement with the VIEs).Table of Contents11(6)For the years ended December 31,202

181、2 and 2023,net cash provided by subsidiaries to VIEs were RMB20.4 billion and RMB15.3billion,respectively.For the year ended December 31,2024,net cash provided by VIEs to subsidiaries were RMB32.7 billion.A.ReservedSelected Financial DataThe following selected consolidated statements of comprehensiv

182、e(loss)/income data and selected consolidated cash flow data forthe years ended December 31,2022,2023 and 2024 and the selected consolidated balance sheet data as of December 31,2023 and 2024have been derived from our audited consolidated financial statements,which are included in this annual report

183、 beginning on page F-1.The selected consolidated statements of comprehensive loss data and selected consolidated cash flow data for the years ended December31,2020 and 2021 and the selected consolidated balance sheet data as of December 31,2020,2021 and 2022 have been derived from ouraudited consoli

184、dated financial statements that are not included in this annual report.Our historical results are not necessarily indicative ofresults expected for future periods.You should read this selected financial data together with our consolidated financial statements andthe related notes and information und

185、er“Item 5.Operating and Financial Review and Prospects”in this annual report.Our consolidatedfinancial statements are prepared and presented in accordance with accounting principles generally accepted in the United States ofAmerica,or U.S.GAAP.The following table sets forth our selected consolidated

186、 statements of comprehensive(loss)/income data for the years indicated.For the Year Ended December 31,20202021202220232024 RMB RMB RMB RMB RMB US$(in thousands,except for share and per share data)Selected Consolidated Statements of Comprehensive(Loss)/Income Data:Revenues:Vehicle sales 9,282,703 26,

187、128,469 44,106,434 120,294,667 138,538,092 18,979,641Other sales and services 173,906 881,310 1,180,382 3,556,665 5,921,854 811,291Total revenues 9,456,609 27,009,779 45,286,816 123,851,332 144,459,946 19,790,932Cost of sales(1)Vehicle sales (7,763,628)(20,755,578)(35,688,343)(94,482,347)(111,121,03

188、6)(15,223,520)Other sales and services (143,642)(492,747)(808,017)(1,872,234)(3,682,772)(504,538)Total cost of sales (7,907,270)(21,248,325)(36,496,360)(96,354,581)(114,803,808)(15,728,058)Gross profit 1,549,339 5,761,454 8,790,456 27,496,751 29,656,138 4,062,874Operating expenses:Research and devel

189、opment(1)(1,099,857)(3,286,389)(6,780,032)(10,586,129)(11,071,358)(1,516,770)Selling,general and administrative(1)(1,118,819)(3,492,385)(5,665,301)(9,767,955)(12,229,323)(1,675,410)Other operating income,net 264,210 663,657 90,921Total operating expenses (2,218,676)(6,778,774)(12,445,333)(20,089,874

190、)(22,637,024)(3,101,259)(Loss)/Income from operations (669,337)(1,017,320)(3,654,877)7,406,877 7,019,114 961,615Other income/(expense)480,460 864,508 1,495,522 3,044,886 2,296,510 314,621(Loss)/Income before income tax (188,877)(152,812)(2,159,355)10,451,763 9,315,624 1,276,236Net(loss)/income (151,

191、657)(321,455)(2,032,348)11,809,125 8,045,250 1,102,195Net(loss)/income attributable to ordinary shareholdersof Li Auto Inc.(791,985)(321,455)(2,012,215)11,704,133 8,032,350 1,100,428Weighted average number of ordinary shares Basic 870,003,278 1,853,320,448 1,941,230,998 1,967,863,759 1,993,191,951 1

192、,993,191,951Diluted 870,003,278 1,853,320,448 1,941,230,998 2,115,376,392 2,129,273,430 2,129,273,430Net(loss)/earnings per share attributable to ordinaryshareholders Basic (0.91)(0.17)(1.04)5.95 4.03 0.55Diluted(0.91)(0.17)(1.04)5.55 3.79 0.52Net(loss)/income (151,657)(321,455)(2,032,348)11,809,125

193、 8,045,250 1,102,195Total other comprehensive(loss)/income,net of tax (1,020,728)(516,687)1,327,761(30,766)53,128 7,279Total comprehensive(loss)/income,net of tax (1,172,385)(838,142)(704,587)11,778,359 8,098,378 1,109,474Comprehensive(loss)/income attributable to ordinaryshareholders of Li Auto Inc

194、.(1,812,713)(838,142)(684,454)11,673,367 8,085,478 1,107,707Note:(1)Share-based compensation expenses were allocated as follows:Table of Contents12For the Year Ended December 31,20202021202220232024 RMB RMB RMB RMB RMB US$(in thousands)Cost of sales 1,515 26,713 44,845 46,631 39,728 5,443Research an

195、d development expenses 60,789 741,793 1,333,710 1,552,421 1,257,921 172,334Selling,general and administrative expenses 80,491 332,850 674,610 779,637 1,333,256 182,655Total 142,795 1,101,356 2,053,165 2,378,689 2,630,905 360,432The following table sets forth our selected consolidated balance sheet d

196、ata as of the dates indicated.As of December 31,20202021202220232024 RMB RMB RMB RMB RMB US$(in thousands)Selected Consolidated Balance Sheet Data:Cash and cash equivalents 8,938,341 27,854,224 38,478,016 91,329,030 65,901,123 9,028,417Restricted cash 1,234,178 2,638,840 1,940,142 479 6,849 938Time

197、deposits and short-term investments 19,701,382 19,668,239 18,031,395 11,933,255 46,904,548 6,425,897Total assets 36,373,276 61,848,913 86,537,951 143,467,471 162,349,078 22,241,731Total liabilities 6,569,679 20,784,611 41,351,644 82,892,249 91,028,696 12,470,878Total shareholders equity 29,803,597 4

198、1,064,302 45,186,307 60,575,222 71,320,382 9,770,853Total liabilities and shareholders equity 36,373,276 61,848,913 86,537,951 143,467,471 162,349,078 22,241,731The following table sets forth our selected consolidated cash flow data for the years indicated.For the Year Ended December 31,202020212022

199、20232024 RMB RMB RMB RMB RMB US$(in thousands)Selected Consolidated Cash Flow Data:Net cash provided by operating activities 3,139,804 8,340,385 7,380,266 50,693,521 15,933,160 2,182,834Net cash used in investing activities (18,737,725)(4,257,244)(4,364,661)(12,068)(41,137,169)(5,635,769)Net cash pr

200、ovided by/(used in)financing activities 24,710,697 16,709,533 5,639,392 185,385(415,648)(56,944)Effects of exchange rate changes on cash,cashequivalents and restricted cash (376,646)(472,129)1,270,097 44,513 198,120 27,143Net change in cash,cash equivalents and restrictedcash 8,736,130 20,320,545 9,

201、925,094 50,911,351(25,421,537)(3,482,736)Cash,cash equivalents and restricted cash at thebeginning of the year 1,436,389 10,172,519 30,493,064 40,418,158 91,329,509 12,512,091Cash,cash equivalents and restricted cash at theend of the year 10,172,519 30,493,064 40,418,158 91,329,509 65,907,972 9,029,

202、355B.Capitalization and IndebtednessNot applicable.C.Reasons for the Offer and Use of ProceedsNot applicable.D.Risks FactorsSummary of Risk FactorsAn investment in our ADSs or Class A ordinary shares involves significant risks.Below is a summary of material risks that we face,organized under heading

203、s.These risks are discussed more fully below.Table of Contents13Risks Relating to Our Business and IndustryWe have a limited operating history in BEV production and sales,and face significant challenges as a new entrant into the BEVmarket.Our ability to develop,manufacture,and deliver automobiles of

204、 high quality and appeal to users,on schedule,and on a largescale is unproven and still evolving.We may not be successful in the highly competitive China automotive market.We currently and in the foreseeable future depend on revenues generated from a relatively limited number of vehicle models.We co

205、ntinue to be subject to risks associated with EREVs.We had net losses in the past,which may happen again in the future.Our vehicles may not perform in line with user expectations and may contain defects.Our research and development efforts may not yield the results as expected.We could experience di

206、sruptions in supply of raw materials or components used in our vehicles from our third-party suppliers,some of which are our single-source suppliers for the components they supply.Our business is subject to various evolving PRC laws and regulations regarding data privacy and cybersecurity.Failure of

207、cybersecurity and data privacy concerns could subject us to penalties,damage our reputation and brand,and harm our businessand results of operations.Risks Relating to Our Corporate StructureWe are a Cayman Islands holding company with no equity ownership in the VIEs and we conduct our operations in

208、Chinathrough(i)our PRC subsidiaries and(ii)the VIEs,with which we have maintained contractual arrangements,and theirsubsidiaries.Investors in our Class A ordinary shares or the ADSs thus are not purchasing equity interest in the VIEs in Chinabut instead are purchasing equity interest in a Cayman Isl

209、ands holding company.If the PRC government deems that ourcontractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevantindustries,or if these regulations or the interpretation of existing regulations change in the future,we could be subjec

210、t to severepenalties or be forced to relinquish our interests in those operations.Our holding company in the Cayman Islands,the VIEs,andinvestors of our company face uncertainty about potential future actions by the PRC government that could affect theenforceability of the contractual arrangements w

211、ith the VIEs and,consequently,significantly affect the financial performance ofour consolidated VIEs and our company as a group.We rely on contractual arrangements with the VIEs and their respective shareholders to maintain a controlling financial interestin the VIEs,which may not be as effective as

212、 direct ownership in providing operational control.Our ability to enforce the equity pledge agreements between us and the VIEs shareholders may be subject to limitations basedon PRC laws and regulations.Risks Relating to Doing Business in ChinaChanges in Chinas economic,political,or social condition

213、s,or government policies could have a material and adverse effecton our business and results of operations.The PRC legal system is developing,which could lead to uncertainties that adversely affect us.The PRC governments oversight and discretion over our business operations could result in a materia

214、l adverse change in ouroperations and the value of our Class A ordinary shares or ADSs.Table of Contents14The interpretation and implementation of the PRC Foreign Investment Law and its implementation rules are evolving,and wecannot fully ascertain how they may impact the viability of our current co

215、rporate structure,corporate governance,andoperations.We may be adversely affected by the complexity and changes in PRC regulations on automotive and internet-related businessesand companies.The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for ou

216、r financialstatements and the inability of the PCAOB to conduct inspections of our auditor in the past had deprived our investors with thebenefits of such inspections.Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable toinspect or invest

217、igate completely registered public accounting firms located in mainland China and Hong Kong.The delistingof the ADSs,or the threat of their being delisted,may materially and adversely affect the value of your investment.Risks Relating to our ADSs and Class A Ordinary SharesThe trading price of our C

218、lass A ordinary shares or ADSs has been and may be volatile,which could result in substantial lossesto investors.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuingany change of control transactions that holders of our Clas

219、s A ordinary shares or ADSs may view as beneficial.Risks Relating to Our Business and IndustryWe have a limited operating history in BEV production and sales,and face significant challenges as a new entrant into the BEVmarket.We were founded in 2015 and have produced EREVs since November 2019,and we

220、 commenced delivery of our first BEV only inMarch 2024.Li MEGA remains our only BEV model as of the date of this annual report.There is limited historical basis for makingjudgments on the demand for our BEVs or our ability to develop,manufacture,and deliver BEVs,our ability to expand our chargingnet

221、work to meet the demand of our HPC BEVs,or our ability to maintain continued profitability in the future.It is difficult to predict ourfuture revenues and appropriately budget for our expenses,and we may have limited insight into trends that may emerge and affect ourbusiness,particularly when we int

222、roduce all new models or adopt technologies where we have less experience,such as BEVs or BEVtechnologies.You should consider our business and prospects in light of the risks and challenges that we face as a new entrant into theBEV market,including with respect to our ability to continually advance

223、our HPC BEV technologies,develop and manufacture safe,reliable,and quality BEVs that appeal to users,achieve vehicle delivery and servicing in a large volume,build a well-recognized andrespected brand cost-effectively,expand our BEV lineup,navigate the evolving regulatory environment,improve and mai

224、ntain ouroperating efficiency,manage supply chain effectively,adapt to changing market conditions,including technological developments andchanges in competitive landscape,and manage our growth effectively.We may adjust our strategies and plans from time to time toremain competitive as a new entrant

225、into the BEV market.If we fail to address any or all of these risks and challenges,our business maybe materially and adversely affected.Our ability to develop,manufacture,and deliver automobiles of high quality and appeal to users,on schedule,and on a large scale isunproven and still evolving.The su

226、stainability of our business depends,in large part,on our ability to timely execute our plan to develop,manufacture,anddeliver on a large scale automobiles of high quality and appeal to users.Our vehicles are produced in our own manufacturing bases,andthe production volume can be increased with our

227、increased efficiency and technological capabilities.However,our production capacitymay not be sufficient to meet the future demand of our vehicles.To date we have relatively limited automobile manufacturing experienceto balance production volume and vehicle quality and appeal,especially with respect

228、 to BEVs,and therefore cannot assure you that wewill be able to achieve our targeted production volume of commercially viable vehicles on a timely basis,or at all.Table of Contents15Our continued development,manufacturing,and delivery of automobiles of high quality to achieve our targeted production

229、 volumeare and will be subject to risks,including with respect to:lack of necessary funding;delays or disruptions in our supply chain;delays in the research and development of technologies necessary for our vehicles;quality control deficiencies;compliance with environmental,workplace safety,and othe

230、r regulations;andcost overruns.Historically,automakers are expected to periodically introduce new and improved models to stay abreast of the market.To remaincompetitive,we may be required to introduce new vehicle models and perform facelifts on existing vehicle models earlier or morefrequently than

231、is originally planned.We cannot assure you that facelifts on our existing models or any future models we launch willappeal to the users as we expect or that any introduction of new models or facelifts will not affect the sales of existing models.Furthermore,we rely mostly on third-party suppliers fo

232、r the provision and development of many of the key components andmaterials used in our vehicles.To the extent our suppliers experience any difficulties in providing us with or developing necessarycomponents,we could experience delays in delivering vehicles.Any delay in the development,manufacturing,

233、and delivery of ourexisting or future models,or in performing facelifts to existing models,could subject us to user complaints and materially and adverselyaffect our reputation,demand for our vehicles,and our growth prospects.Any of the foregoing could materially and adversely affect ourbusiness,fin

234、ancial condition,and results of operations.We may not be successful in the highly competitive China automotive market.The China automotive market is highly competitive.We compete with ICE vehicles and new energy vehicles.Our EREVs are alsosubject to increasingly fierce competition with more entrants

235、 into this segment.Many of our current and potential competitors or newmarket entrants have significantly greater financial,technical,manufacturing,marketing and branding,talents,and other resources thanwe do and may be able to devote greater resources to the design,development,manufacturing,marketi

236、ng,sales,and support of theirvehicles.For example,we believe BYD has a dominant market share in the NEV market,in particular for NEVs priced underRMB200,000(US$27,400).Meanwhile,experienced entrants from the smart phone industry,such as Huaweis Harmony IntelligentMobility Alliance(HIMA)and Xiaomi,ar

237、e further intensifying the competitive landscape of the NEV market in China,with theirpopular models such as HIMAs Aito M9 and Xiaomis SU7 each reaching a significant number of deliveries.We expect competition in the China automotive market to intensify in the future in light of intense price compet

238、ition and phase-outof government subsidies.Factors affecting competition include,among others,technological innovation,product quality and safety,product pricing,sales efficiency,manufacturing efficiency,quality of services,branding,and design and styling.Increasing competitionmay lead to lower vehi

239、cle unit sales and increasing inventory,which may result in downward price pressure and may adversely affect ourbusiness,financial condition,results of operations,and prospects.We cannot assure you that we will be able to compete against othervehicle brands for market share in existing and new marke

240、ts.If products from our competitors successfully compete with or surpass thequality or performance of our vehicles at more competitive prices,our profitability and results of operations may be materially andadversely affected.We currently and in the foreseeable future depend on revenues generated fr

241、om a relatively limited number of vehicle models.Although we already have established a multi-model product line,we currently and in the foreseeable future depend substantially onthe sales and success of a relatively limited number of vehicle models.Our current product line mostly comprises large an

242、d full-sizeSUVs with similar exterior designs and an MPV,which may not appeal to certain consumers.To the extent our product variety,design,and cycles do not meet consumer expectations,or cannot be achieved on our projected timelines and cost and volume targets,our futuresales may be adversely affec

243、ted.Given that for the foreseeable future our business will depend on a relatively limited number of vehiclemodels,to the extent a particular model is not timely launched or well-received by the market,our sales volume could be materially andadversely affected,which in turn could materially and adve

244、rsely affect our business,financial condition,and results of operations.Table of Contents16Our vehicles mainly focus on the Chinese market in the foreseeable future.If the demand for our vehicles significantly decreases,due to a significant change in the average spending power of Chinese families,si

245、gnificant decrease in the number of Chinese families,mismatched market positioning,or other reasons,our business,financial condition,results of operations,and prospects could bematerially and adversely affected.In addition,our current pricing model may not be as effective as intended.While we are pr

246、oviding more personalized configurationsin our recent vehicle models,we generally provide premium and technology features that are typically offered as costly add-ons by ourcompetitors as standard in our vehicles to save users time and money while alleviating our burden in production,sales,and suppo

247、rt.However,we cannot assure you that such endeavors will succeed.Users may prefer more personalized features based on diverse tastesand needs.In addition,our pricing range,which targets the premium segment of the market,could still exceed certain users budgetsignificantly.To the extent that we are u

248、nable to meet various user needs in promoting current pricing model for our vehicles,ourbusiness may be materially and adversely affected.We continue to be subject to risks associated with EREVs.We cannot assure you that EREVs will continue to be accepted by the market.Moreover,our business and futu

249、re results ofoperations will continue to depend in part on our ability to develop our EREV technologies and improve the performance and efficiencyin a cost-effective and timely manner.Our research and development efforts may not be sufficient to adapt to changes in the EREVtechnologies as well as de

250、velopments in other NEV technologies,including BEV technologies,which may reduce the competitiveadvantages of EREV technologies.As technologies evolve,we plan to continue to upgrade or adapt our EREVs and introduce newmodels with the latest EREV technologies.This will require us to invest resources

251、in research and development and to cooperateeffectively on new designs with our suppliers,develop actionable insights from data analysis and user feedback,and respond effectivelyto technological changes and policy and regulatory developments.As a pioneer to successfully commercialize EREVs in China,

252、while we have accumulated experience in volume production ofEREVs,we currently face competition from other automakers that have successfully commercialized EREVs as well.Notably,in 2024,anumber of other automakers entered into the EREV market by launching vehicle models with similar functionality or

253、 features with ourEREVs,some of which are priced at RMB200,000 or above and directly compete with our vehicles.We cannot assure you that we willbe able to maintain efficient and automated manufacturing capabilities and processes,or reliable sources of component supply that willenable us to meet the

254、quality,price,design,engineering,and production standards.In addition,increasing competition in the EREVmarket in China,such as pricing strategies conducted by our competitors,may cause us to experience lower vehicle sales and slowerinventory turnover,which may result in downward price pressure and

255、may adversely affect our business,financial condition,results ofoperations,and prospects.We also believe that user confidence in EREVs is essential in promoting our vehicles.As a result,consumers will be less likely topurchase our EREVs if they are not convinced of the technical and functional super

256、iority of EREVs.Any defects in or significantmalfunctioning of the range extension system,or any negative perceptions of EREVs with or without any grounds,may weakenconsumer confidence in EREVs,cause safety concerns among consumers,and negatively impact our brand name,financial condition,and results

257、 of operations.Similarly,suppliers and other third parties will be less likely to invest time and resources in developingbusiness relationships with us if they are not convinced that our business will succeed.We had net losses in the past and may not be able to maintain our profitability.Although we

258、 generated net income of RMB11.8 billion and RMB8.0 billion(US$1.1 billion)in 2023 and 2024,respectively,weincurred net losses of RMB2.0 billion in 2022.While we had net cash provided by operating activities of RMB7.4 billion,RMB50.7billion and RMB15.9 billion(US$2.2 billion)in 2022,2023 and 2024,re

259、spectively,we had net cash used in operating activities ofRMB3.8 billion in the first half of 2024 mainly due to increased payment related to inventory purchase.We made capital expenditures ofRMB5.1 billion,RMB6.5 billion,and RMB7.7 billion(US$1.1 billion)in 2022,2023 and 2024,respectively.The press

260、ure on us tomaintain profitable may be exacerbated by our contractual obligations,including capital commitments,operating lease obligations,purchase obligations,finance leases,and borrowings.We expect to continue to invest in research and development,production ramp-upof our new models,development o

261、f our manufacturing bases,and expansion of retail stores,showrooms,delivery and servicing centersand charging network to further expand our business.These investments may not result in revenue increase,or at all,and we may not beable to maintain our profitability and could incur net losses again in

262、the future.Table of Contents17We may not generate sufficient revenues or incur substantial losses for a number of reasons,including lack of demand for ourvehicles,increasing competition,and other risks discussed herein,and we may incur unforeseen expenses,or encounter difficulties,complications,or d

263、elays in deriving revenues or maintaining profitability.Our vehicles may not perform in line with user expectations and may contain defects.Our vehicles may not perform in line with user expectations.Any product defects or any other failure of our vehicles to perform oroperate as expected could harm

264、 our reputation and result in negative publicity,lost revenue,delivery delays,product recalls,productliability claims,harm to our brand,and significant expenses including warranty and other items that could materially and adversely affectour business,financial condition,results of operations,and pro

265、spects.Our vehicles may contain design and manufacturing defects.The design and manufacturing of our vehicles are complex and couldcontain latent defects and errors,which may cause our vehicles not to perform or operate as expected or even result in property damageor personal injuries.Furthermore,ou

266、r vehicles use a substantial amount of third-party and in-house software codes and complexhardware to operate.We rely mostly on third-party suppliers for the provision and development of many of the key components andmaterials used in our vehicles.Advanced technologies are inherently complex,and def

267、ects and errors may be revealed over time.Ourcontrol over the long-term consistent performance of third-party services and systems is limited.We also have limited control over theeffectiveness of our third-party suppliers quality control procedures.While we have performed extensive internal testing

268、on ourvehicles software and hardware systems,we have a limited frame of reference by which to assess the long-term performance of oursystems and vehicles.We cannot assure you that we will be able to detect and fix any defects in the vehicles on a timely basis,or at all.In addition,we have limited op

269、erating history in testing,delivering,and servicing our vehicles.Although we have establishedrigorous protocols in each process of testing,delivering,and servicing of our vehicles where manual operations are required,there couldbe maloperation,negligence,or failure to follow protocols by our employe

270、es or third-party service providers.Such human error couldresult in failure of our vehicles to perform or operate as expected.We cannot assure you that we will be able to completely preventhuman errors.In addition,any defects in or significant issues with of the range extension system or 5C super ch

271、arging technologies and ourautonomous driving system may weaken user confidence in our vehicles.If any of our vehicles fail to perform or operate as expected,whether as a result of human error or otherwise,we may need to delay deliveries,initiate product recalls,provide servicing or updatesunder war

272、ranty at our expense,and face potential lawsuits,which could adversely affect our brand,business,financial condition,andresults of operations.We may not succeed in continuing to establish,maintain,and strengthen our brand,and our brand and reputation could be harmedby negative publicity with respect

273、 to us,our directors,officers,employees,shareholders,peers,business partners,or our industry ingeneral.Our business and prospects are affected by our ability to develop,maintain,and strengthen our brand.If we fail to do so we may losethe opportunity to build a critical mass of users.Promoting and po

274、sitioning our brand will likely depend significantly on our ability toprovide high quality vehicles and services and engage with our users as intended,and we have limited experience in these areas.Inaddition,we expect that our ability to develop,maintain,and strengthen the brand will depend heavily

275、on the success of our brandingefforts.We market our brand through media,word-of-mouth,events,and advertising.Such efforts may not achieve the desired results.Ifwe do not develop and maintain a strong brand,our business,financial condition,results of operations,and prospects will be materiallyand adv

276、ersely affected.Table of Contents18Our reputation and brand are vulnerable to many threats that can be difficult or impossible to predict,control,and costly orimpossible to remediate.From time to time,our vehicles are reviewed by media or other third parties.Any negative reviews directly onour vehic

277、les,whether factual or not,or reviews that compare us unfavorably to competitors could adversely affect consumer perceptionabout our vehicles.Negative publicity about us,such as alleged misconduct,unethical business practices,or other improper activities,orrumors relating to our business,directors,o

278、fficers,employees,or shareholders,or negative publicity about third parties that use the sameor similar brand name as ours,can harm our reputation,business,and results of operations,even if they are baseless,irrelevant,orsatisfactorily addressed.These allegations,even if unproven or meritless,may le

279、ad to inquiries,investigations,or other legal actionsagainst us by regulatory or government authorities as well as private parties.Any regulatory inquiries or investigations and lawsuitsagainst us,perceptions of inappropriate business conduct by us or perceived wrongdoing by any member of our manage

280、ment team,among other things,could substantially damage our reputation,and cause us to incur significant costs to defend ourselves.Any negativemarket perception or publicity regarding our suppliers or other business partners that we closely cooperate with,or any regulatoryinquiries or investigations

281、 and lawsuits initiated against them,may also have an impact on our brand and reputation,or subject us toregulatory inquiries or investigations or lawsuits.Moreover,any negative media publicity about the auto industry,especially the NEVindustry,or product or service quality problems of other automak

282、ers in the industry in which we operate,including our competitors,mayalso negatively impact our reputation and brand.In particular,given the popularity of social media,such as Weixin,Douyin,and Weiboin China,any negative publicity,whether true or not,such as road accidents,vehicle self-ignition,or o

283、ther perceived or actual safetyissues,could quickly proliferate and harm user perceptions and confidence in our brand.Perceived or actual concerns on batterydeterioration that are often associated with NEVs could also adversely affect user confidence in our vehicles.If we are unable to maintaina goo

284、d reputation or further enhance our brand recognition,our ability to attract and retain users,third-party partners,and key employeescould be harmed and,as a result,our business,financial position,and results of operations could be materially and adversely affected.Our research and development effort

285、s may not yield the results as expected.As an emerging automaker,we heavily rely on research and development to establish and strengthen our market position.Wedevelop electric vehicle technologies,such as next-generation EREV powertrain system,5C battery,high-voltage platform,ultra-fastcharging tech

286、nologies,autonomous driving technologies,next-generation intelligent cockpit,operating systems,and computingplatforms.In 2022,2023 and 2024,our research and development expenses amounted to RMB6.8 billion,RMB10.6 billion,andRMB11.1 billion(US$1.5 billion),respectively.Our research and development ex

287、penses accounted for 15.0%,8.5%,and 7.7%of ourtotal revenues in 2022,2023 and 2024,respectively.As technologies evolve,we plan to upgrade or adopt our vehicles and introduce newmodels with latest technologies,which will require us to invest resources in research and development.Therefore,we expect t

288、hat ourresearch and development expenses will continue to be significant.As research and development activities are inherently uncertain,wecannot assure you that we will continue to achieve desirable developments from our research and development activities and successfullycommercialize such develop

289、ments.Consequently,our significant research and development efforts may not yield the results as expected.If our research and development efforts fail to keep up with the latest technological developments,we could suffer a decline in ourcompetitive position,which may materially and adversely affect

290、our business,financial condition,and results of operations.Table of Contents19We could experience disruptions in supply of raw materials or components used in our vehicles from our third-party suppliers,someof which are our single-source suppliers for the components they supply.We collaborate with v

291、arious third-party suppliers for sourced parts,including battery cells and semiconductor chips,to build ourvehicles.Some of the third-party suppliers are currently our single-source suppliers selected from two or more suppliers that are readilyavailable in the market for these components,and we expe

292、ct that this may continue for our future vehicles consistent with marketpractice.We also rely on key raw materials,such as steel and aluminum,sourced from our third-party suppliers.The prices for these rawmaterials may fluctuate depending on factors beyond our control,including market conditions and

293、 global demand for these materials,andthus could adversely affect our business,financial condition,and results of operations.The supply chain exposes us to multiple potentialsources of delivery failure or component shortages.We may still experience supply chain constraints as Chinas automotive indus

294、try isundergoing a structural change that is leading to increased demand for advanced components and chips,many of which are used in ourvehicles.In addition,the current tension in international trade and politics,including various restrictions related to the Chinesesemiconductor industry imposed by

295、the U.S.government,may also adversely affect the supply of our chips.In the past,we adjusted ourdelivery outlook and may continue to make similar adjustment in the future due to various reasons,such as supply chain constraints orinsufficient consumer demand,and such adjustments may have a negative i

296、mpact on the prices of our Class A ordinary shares and theADSs.We do not control our third-party suppliers or their business practices.Accordingly,we cannot assure you that the quality of thecomponents manufactured by them will be consistent and maintained to a high standard.Any defects of or qualit

297、y issues with thesecomponents or any noncompliance incidents associated with these third-party suppliers could result in quality issues with our vehiclesand hence compromise our brand image and results of operations.Additionally,we cannot assure you of third-party supplierscompliance with ethical bu

298、siness practices,such as environmental responsibilities,fair wage practices,and compliance with child laborlaws,among others.A lack of demonstrated compliance could lead us to seek alternative suppliers,which could increase our costs andresults in delayed delivery of our products,product shortages,o

299、r other disruptions of our operations.Furthermore,qualifying alternate third-party suppliers or developing our own replacements for certain highly customizedcomponents of our vehicles may be time consuming and costly.Any disruption in the supply of components,whether or not from asingle-source suppl

300、ier,could temporarily disrupt production of our vehicles until an alternative supplier is fully qualified by us or isotherwise able to supply us the required material.We cannot assure you that we would be able to successfully retain alternative third-party suppliers or supplies on a timely basis,on

301、acceptable terms,or at all.Changes in business conditions,force majeure,governmentchanges,or other factors beyond our control or anticipation,could also affect our third-party suppliers ability to deliver components tous on a timely basis.Moreover,if we experience a significant increase in demand or

302、 need to replace our existing third-party suppliers,wecannot assure you that additional supplies will be available when required on terms that are favorable to us,or at all,or that any third-party supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders

303、in a timely manner.Any of theforegoing could materially and adversely affect our business,financial condition,results of operations,and prospects.Orders for our vehicles may be canceled by users despite their deposit payment and online confirmation.Our users may cancel their orders for many reasons

304、out of our control,and we have experienced cancelation of orders in the past.Inaddition,users may terminate their orders even after they have paid deposits and waited for 24 hours upon which their ordersautomatically become confirmed orders and the deposits become non-refundable.The potentially long

305、 wait from reservation to deliverycould also impact user decisions on whether to ultimately make a purchase,due to potential changes in preferences,competitivedevelopments,and other factors.If we encounter delays in the deliveries of our existing or future vehicle models,a significant number oforder

306、s may be canceled.As a result,we cannot assure you that orders will not be canceled and will ultimately result in the final purchase,delivery,and sale of the vehicles.Such cancelations could harm our business,brand image,financial condition,results of operations,andprospects.Our future growth is dep

307、endent on the consumer demand for NEVs.The demand for our vehicles will highly depend upon consumers demand for and adoption of NEVs,including EREVs and BEVs.The market for NEVs is still rapidly evolving,characterized by rapidly changing technologies,intense competition,evolving governmentregulation

308、 and industry standards,and changing consumer demands and behaviors.Table of Contents20Other factors that may influence the adoption of NEVs include:perceptions about vehicle safety in general,in particular safety issues that may be attributed to the use of advanced technology,including BEV and EREV

309、 technologies,regenerative braking systems,and autonomous driving;perceptions about NEV quality,safety,design,performance,and cost,especially if adverse events or accidents occur that arelinked to the quality or safety of NEVs,whether or not such vehicles are produced by us or other automakers;conce

310、rns about electric grid capacity and reliability and the availability of other supporting infrastructure;the availability of servicing for NEVs;the actual or perceived deterioration of battery capacity over time;the environmental consciousness of consumers;access to charging stations and cost of cha

311、rging vehicles;the availability of tax and other governmental incentives to purchase and operate NEVs or future regulation requiring increaseduse of nonpolluting vehicles;improvements in the fuel economy of the ICE vehicles;andmacroeconomic factors.Any of the factors described above may change the c

312、onsumer demand for our vehicles,including causing current or prospectiveusers not to purchase our vehicles.If the market for NEVs,and HPC BEVs in particular,does not develop as we expect or develops moreslowly than we expect,our business,financial condition,results of operations,and prospects will b

313、e affected.Our future growth is dependent on the consumer demand for passenger vehicles,the prospects of which are subject to manyuncertainties.China is currently one of the worlds major automotive markets,especially in terms of passenger vehicle sales volume.Chinaspassenger vehicle market experienc

314、ed fluctuations previously,and we cannot predict how the consumer demand for passenger vehicleswill develop in the future.Amid the market slowdown,certain automakers operating in China have suffered declining performance orfinancial difficulties.Chinas passenger vehicle market may be affected by man

315、y factors,including general economic conditions inChina,the urbanization rate of Chinas population,the growth of disposable household income,the costs of new automobiles,the tradetensions and other governmental protectionist measures,as well as taxes and incentives related to automobile purchases.If

316、 the consumerdemand for passenger vehicles in China does not recover as expected,or at all,our business,financial condition,and results of operationscould be materially and adversely affected.Changes in PRC government policies that are favorable for NEVs or domestically manufactured vehicles could m

317、aterially andadversely affect our business,financial condition,results of operations,and prospects.The growth of our business benefits from PRC government policies at central and local levels that support the development of NEVsand domestically manufactured vehicles.The PRC government has been imple

318、menting strict vehicle emission standards for ICE vehicles.On December 28,2018,the StateAdministration for Market Regulation,or the SAMR,and the National Standardization Administration jointly issued the Electric VehicleEnergy Consumption Standards,effective on July 1,2019,to regulate electric vehic

319、les regarding their energy efficiency.Our EREVs areequipped with both an ICE-based range extension system and electric motors and are thus required to comply with both standards.If theelectric vehicle energy consumption standards and vehicle emission standards become significantly stricter,we may in

320、cur significantcosts to obtain advanced energy technology to upgrade our vehicles or design new vehicles if we are able to at all,which could materiallyand adversely affect our business,financial condition,results of operations,and prospects.Table of Contents21In addition,changes in classification o

321、f NEVs and license plate policies have affected,and may continue to affect our business.Incertain cities in China,municipal governments impose quotas and lottery or bidding systems to limit the number of license plates issuedto ICE vehicles,but exempt NEVs from these restrictions to incentivize the

322、development of the NEV market.Nevertheless,our EREVssold in Beijing and Shanghai are ineligible to enjoy the exemptions from the license plate restrictions available to the BEVs,which mayhave reduced the demand for EREVs in Beijing and Shanghai,two of the major markets for our vehicles,and the BEVs

323、in Beijing arealso affected by long queues for license plates.Although we are currently not aware of any government plan to adopt similar policies inareas other than Beijing and Shanghai,changes in government policies on the classification of NEVs and license plates,at a local orcentral level,may ma

324、terially and adversely affect the demand for our existing and future EREVs,which in turn could materially andadversely affect our business,results of operations,financial conditions,and prospects.Furthermore,changes in government incentives or subsidies to support NEVs could adversely affect our bus

325、iness.Favorablegovernment incentives and subsidies enjoyed by NEVs have been decreasing.Chinas central government phased out the subsidies forpurchasers of NEVs and the national-level subsidies for NEVs ceased as of the date of this annual report.See“Item 4.Information on theCompanyB.Business Overvi

326、ewRegulationsFavorable Government Policies Relating to NEVs in ChinaGovernment Subsidiesfor NEV Purchasers”for details.In April 2024,Chinas central government introduced policies to encourage consumers to replace theirold vehicles with new NEVs by offering subsidies.These policies were further updat

327、ed in August 2024 with increased subsidiesamounts.The local governments in China have also been implementing incentives and subsidy policies for consumers of NEVs forreplacement purposes.However,if these favorable incentives and subsidies are scaled back in the future,consumer willingness topurchase

328、 NEVs may decline,which could negatively impact our vehicle sales.We cannot assure you that any further changes in regulatory policies would be favorable to our business.Furthermore,anyreduction,elimination,or discriminatory application of government subsidies and economic incentives because of poli

329、cy changes,thereduced need for such subsidies and incentives due to the perceived success of NEVs,fiscal tightening,or other factors may affectgovernment incentives or subsides and result in the diminished competitiveness of the NEV industry generally.Our vehicles sales are also affected by governme

330、nt policies,such as tariffs on imported cars and removal of restriction on foreignownership of NEV automakers and ICE passenger automakers.As a result,foreign NEV competitors and foreign ICE automakers couldbuild wholly-owned manufacturing facilities in China without the need for a domestic joint ve

331、nture partner.For example,Tesla has builta factory to manufacture electronic vehicles in Shanghai without a joint venture partner.These changes could intensify marketcompetition and reduce our pricing advantage,which in turn could materially and adversely affect our business,results of operations,fi

332、nancial conditions,and prospects.The current tensions in international trade and rising international political tensions may adversely affect our business,financialcondition,and results of operations.In recent years,there have been heightened trade and political tensions in international relations,p

333、articularly between the UnitedStates and China.These tensions have affected both diplomatic and economic ties between the two countries and created uncertainties tothe international economy as a whole.Heightened tensions could reduce levels of trade,investments,technological exchanges,and othereconomic activities between major economies.The existing tensions and any further deterioration in the re