UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2022

Commission File Number: 001-38638

NIO Inc.

(Registrant’s Name)

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x      Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 25, 2022

Exhibit 99.1

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of NIO Inc. (the “Company”). Prospective investors should read the listing document dated February 28, 2022 (the “Listing Document”) for detailed information about the Company.

Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.

NIO Inc.

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

(Stock Code: 9866)

SECONDARY LISTING BY WAY OF INTRODUCTION

ON THE MAIN BOARD OF 

THE STOCK EXCHANGE OF HONG KONG LIMITED

Liquidity Arrangements regarding the Average Daily Trading Volume of Our Class A Ordinary Shares on the Hong Kong Stock Exchange

Joint Sponsors

INTRODUCTION

Reference is made to the Listing Document, the Formal Notice, the March 10 Announcement and the March 17 Announcement issued by the Company.

As at the date of this announcement, there are approximately 1,669,020,852 ordinary shares outstanding, comprising of approximately 1,520,520,852 Class A ordinary shares (excluding the Class A ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our Stock Incentive Plans) and 148,500,000 Class C ordinary shares.

LIQUIDITY ARRANGEMENT REGARDING AVERAGE DAILY TRADING VOLUME OF OUR CLASS A ORDINARY SHARES ON THE HONG KONG STOCK EXCHANGE

Dealings in our Class A ordinary shares on the Hong Kong Stock Exchange commenced on March 10, 2022.

As stated in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong” of the Listing Document, the Bridging Period (being the 30-day period from and including the Listing Date) started from 9:00 a.m. on March 10, 2022 and will end at 4:10 p.m. on April 8, 2022.

The following table sets forth the average daily trading volume and average daily turnover of our Class A ordinary shares on the Hong Kong Stock Exchange from March 18, 2022 to March 24, 2022.

As stated in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong” of the Listing Document, the March 10 Announcement and the March 17 Announcement, the Company will release further announcements on March 31, 2022 and April 7, 2022 on liquidity arrangements regarding the average daily trading volume of our Class A ordinary shares on the Hong Kong Stock Exchange.

Hong Kong, March 24, 2022

As at the date of this announcement, the board of directors of the Company comprises Mr. Bin Li as the Chairman, Mr. Lihong Qin, Mr. James Gordon Mitchell as the directors, and Mr. Hai Wu, Mr. Denny Ting Bun Lee and Ms. Yu Long as the independent directors.

Exhibit 99.2

NIO Inc. Reports Unaudited Fourth Quarter and Full Year 2021 Financial Results

Quarterly Total Revenues reached RMB9,900.7 million (US$1,553.6 million)ⁱ

Quarterly Deliveries of the ES8, the ES6 and the EC6 were 25,034 vehicles

Full Year Total Revenues reached RMB36,136.4 million (US$5,670.6 million)

Full Year Deliveries of the ES8, the ES6 and the EC6 were 91,429 vehicles

SHANGHAI, China, March 24, 2022 -- NIO Inc. (“NIO” or the “Company”) (NYSE: NIO; HKEX: 9866), a pioneer and a leading company in the premium smart electric vehicle market, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2021.

Operating Highlights for the Fourth Quarter and Full Year of 2021

Key Operating Results

Financial Highlights for the Fourth Quarter of 2021

Key Financial Results

Financial Highlights for the Full Year of 2021

Recent Developments

Deliveries in January and February 2022

Completion of At-The-Market Offering

Launch of ET5

Hong Kong Stock Exchange Listing

Appointment of New Audit Committee Member

CEO and CFO Comments

“We concluded the year of 2021 on a strong note with an annual delivery of 91,429 vehicles in total, representing an increase of 109.1% year-over-year, despite all the challenges including the supply chain volatilities in particular. In light of the seasonality and the Chinese New Year holiday, NIO delivered 9,652 vehicles in January and 6,131 vehicles in February, representing a growth of 34% and 10% year-over-year, respectively. We expect to deliver a total of 25,000 to 26,000 vehicles in the first quarter of 2022,” said William Bin Li, founder, chairman and chief executive officer of NIO. “2021 had been a year of making decisive investments in products and technologies, as well as in power and service infrastructures. It had also been a year of elevated operations in fast iteration, supply chain response and innovation, production capacity expansion and systematic quality management to make comprehensive preparations for our development in the next phase. On top of our growing user base in China, 2021 also marked the beginning of our global market expansion starting from the launch and deliveries of NIO vehicles in Norway in September 2021.”

“2022 will be a year of reacceleration for NIO. We will deliver three new products based on NIO Technology Platform 2.0 this year. In March, we kicked off the test drive of ET7 and will start its delivery on March 28, 2022. After the launch of ET5 in December 2021, we have received great feedback from prospective users, and expect to start its delivery in September 2022. In addition, we plan to offer our products and services in more countries and regions in 2022 to further expand our global user community,” concluded Mr. Li.

“On March 10, 2022, thanks to the trust and support of our users, investors and partners, NIO started to be listed by way of introduction on the Main Board of The Stock Exchange of Hong Kong Limited,” added Steven Wei Feng, NIO’s chief financial officer. “With steadily increasing deliveries, stable average selling price, and improving manufacturing efficiency, we have achieved solid financial performance for the fourth quarter and full year of 2021 with the vehicle margin reaching 20.1% in 2021. To provide better experience to our growing global user base and accelerate our market expansion, we will continue to make decisive investments in products, core technologies and services for the years ahead.”

Financial Results for the Fourth Quarter and Full Year of 2021

Revenues

Cost of Sales and Gross Margin

Operating Expenses

Loss from Operations

Share-based Compensation Expenses

Net Loss and Earnings Per Share

Balance Sheets

.

Business Outlook

For the first quarter of 2022, the Company expects:

This business outlook reflects the Company’s current and preliminary view on the business situation and market condition, which is subject to change.

Conference Call

The Company’s management will host an earnings conference call at 9:00 PM Eastern Time on March 24, 2022 (9:00 AM Beijing/Hong Kong Time on March 25, 2022).

A live and archived webcast of the conference call will be available on the Company’s investor relations website at https://ir.nio.com/news-events/events.

For participants who wish to join the conference using dial-in numbers, please register in advance using the link provided below and dial in 10 minutes prior to the call. Direct Event passcode and unique registrant ID would be provided upon registering.

http://apac.directeventreg.com/registration/event/3078818

A replay of the conference call will be accessible by phone approximately two hours after the conclusion of the live call at the following numbers, until April 1, 2022 09:59 AM ET:

About NIO Inc.

NIO Inc. is a pioneer and a leading company in the premium smart electric vehicle market. Founded in November 2014, NIO’s mission is to shape a joyful lifestyle. NIO aims to build a community starting with smart electric vehicles to share joy and grow together with users. NIO designs, develops, jointly manufactures and sells smart premium electric vehicles, driving innovations in next-generation technologies in autonomous driving, digital technologies, electric powertrains and batteries. NIO differentiates itself through its continuous technological breakthroughs and innovations, such as its industry-leading battery swapping technologies, Battery as a Service, or BaaS, as well as its proprietary autonomous driving technologies and Autonomous Driving as a Service, or ADaaS. NIO launched the ES8, a seven-seater flagship premium smart electric SUV in December 2017, and began deliveries of the ES8 in June 2018 and its variant, the six-seater ES8, in March 2019. NIO launched the ES6, a five-seater high-performance premium smart electric SUV, in December 2018, and began deliveries of the ES6 in June 2019. NIO launched the EC6, a five-seater premium smart electric coupe SUV, in December 2019, and began deliveries of the EC6 in September 2020. NIO launched the ET7, a flagship premium smart electric sedan, in January 2021. NIO launched the ET5, a mid-size premium smart electric sedan, in December 2021.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. NIO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about NIO’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NIO’s strategies; NIO’s future business development, financial condition and results of operations; NIO’s ability to develop and manufacture a car of sufficient quality and appeal to customers on schedule and on a large scale; its ability to ensure and expand manufacturing capacities including establishing and maintaining partnerships with third parties; its ability to provide convenient and comprehensive power solutions to its customers; the viability, growth potential and prospects of the newly introduced BaaS and ADaaS; its ability to improve the technologies or develop alternative technologies in meeting evolving market demand and industry development; NIO’s ability to satisfy the mandated safety standards relating to motor vehicles; its ability to secure supply of raw materials or other components used in its vehicles; its ability to secure sufficient reservations and sales of the ES8, ES6, EC6, ET7 and ET5; its ability to control costs associated with its operations; its ability to build the NIO brand; general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in NIO’s filings with the U.S. Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited. All information provided in this press release is as of the date of this press release, and NIO does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Non-GAAP Disclosure

The Company uses non-GAAP measures, such as adjusted cost of sales (non-GAAP), adjusted research and development expenses (non-GAAP), adjusted selling, general and administrative expenses (non-GAAP), adjusted loss from operations (non-GAAP), adjusted net loss (non-GAAP), adjusted net loss attributable to ordinary shareholders (non-GAAP), adjusted basic and diluted net loss per share (non-GAAP) and adjusted basic and diluted net loss per ADS (non-GAAP), in evaluating its operating results and for financial and operational decision-making purposes. By excluding the impact of share-based compensation expenses and accretion on redeemable non-controlling interests to redemption value, the Company believes that the non-GAAP financial measures help identify underlying trends in its business and enhance the overall understanding of the Company’s past performance and future prospects. The Company also believes that the non-GAAP financial measures allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

The non-GAAP financial measures are not presented in accordance with U.S. GAAP and may be different from non-GAAP methods of accounting and reporting used by other companies. The non-GAAP financial measures have limitations as analytical tools and when assessing the Company’s operating performance, investors should not consider them in isolation, or as a substitute for net loss or other consolidated statements of comprehensive loss data prepared in accordance with U.S. GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance.

For more information on the non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of GAAP and Non-GAAP Results” set forth at the end of this press release.

Exchange Rate

This announcement contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at the rate of RMB6.3726 to US$1.00, the noon buying rate in effect on December 31, 2021 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the Renminbi or U.S. dollars amounts referred could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

Statement Regarding Preliminary Unaudited Financial Information

The unaudited financial information set out in this earnings release is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company’s year-end audit, which could result in significant differences from this preliminary unaudited financial information.

For more information, please visit: http://ir.nio.com.

Investor Relations

ir@nio.com

Media Relations

global.press@nio.com

Source: NIO

NIO INC.

Unaudited Consolidated Balance Sheets

NIO INC.

Unaudited Consolidated Balance Sheets

NIO INC.

Unaudited Consolidated Statements of Comprehensive Loss

NIO INC.

Unaudited Consolidated Statements of Comprehensive Loss

NIO INC.

Unaudited Reconciliation of GAAP and Non-GAAP Results

NIO INC.

Unaudited Reconciliation of GAAP and Non-GAAP Results

NIO INC.

Unaudited Reconciliation of GAAP and Non-GAAP Results

ⁱ All translations from RMB to USD for the fourth quarter and the full year of 2021 were made at the rate of RMB6.3726 to US$1.00, the noon buying rate in effect on December 31, 2021 in the H.10 statistical release of the Federal Reserve Board.

ⁱⁱ Vehicle margin is the margin of new vehicle sales, which is calculated based on revenues and cost of sales derived from new vehicle sales only.

ⁱⁱⁱ Each ADS represents one ordinary share.

^iv Except for gross margin and vehicle margin, where absolute changes instead of percentage changes are calculated.