United States securities and exchange commission logo
August 31, 2023
Tie Li
Chief Financial Officer
Li Auto Inc.
11 Wenliang Street
Shunyi District, Beijing 101399
People s Republic of China
Re: Li Auto Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39407
Dear Tie Li:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 162
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third party certifications relied
upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
determination. In
addition, please tell us whether you have relied upon third party
Tie Li
Li Auto Inc.
August 31, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and
(b)(5) are provided
for Li Auto Inc., the VIEs, or the VIEs subsidiaries. We also
note that your disclosures
on page 103 and the list of significant subsidiaries and consolidated
variable interest
entities in Exhibit 8.1 indicate that you have subsidiaries in mainland
China and Hong
Kong that are not included in your VIEs. Please note that Item 16I(b)
requires that you
provide disclosures for yourself and your consolidated foreign operating
entities,
including variable interest entities or similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at
202-551-3401 with
any questions.
Sincerely,
FirstName LastNameTie Li
Division of
Corporation Finance
Comapany NameLi Auto Inc.
Disclosure Review
Program
August 31, 2023 Page 2
cc: Haiping Li, Esq.
FirstName LastName