DEPOSIT AGREEMENT by and among NIO Inc. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of September...Deposit Agreement • February 28th, 2019 • NIO Inc. • Motor vehicles & passenger car bodies • New York
DEPOSIT AGREEMENT, dated as of September 11, 2018, by and among (i) NIO Inc., a company incorporated in the Cayman Islands, with its principal executive office at Building 20, No. 56 Antuo Road, Anting Town, Jiading District, Shanghai, China 201804 and its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
NIO INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2018 by and between NIO Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
Exclusive Option AgreementExclusive Option Agreement • August 13th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 19, 2018, in Shanghai, the People’s Republic of China (“China” or the “PRC”):
American Depositary Shares Representing Class A Ordinary Shares (par value US$0.00025 per share) NIO INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies • New York
All written communications presented to potential investors in reliance on Section 5(d) of the U.S. Securities Act of 1933, as amended, and submitted to the U.S. Securities and Exchange Commission.
NIO Inc. and Deutsche Bank Trust Company Americas, as Trustee INDENTURE dated as of January 15, 2021 US$750,000,000 0.00% CONVERTIBLE SENIOR NOTES DUE 2026Indenture • April 6th, 2021 • NIO Inc. • Motor vehicles & passenger car bodies • New York
INDENTURE dated as of January 15, 2021 between NIO INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Loan AgreementLoan Agreement • August 13th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies
This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of April 19, 2018 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 13th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2018 in Shanghai, the People’s Republic of China (“China” or the “PRC”).
Equity Interest Pledge AgreementExclusive Interest Pledge Agreement • August 13th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies
This Exclusive Interest Pledge Agreement (this “Agreement”) is executed by and among the following Parties as of April 19, 2018 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
February 13, 2019NIO Inc. • April 2nd, 2019 • Motor vehicles & passenger car bodies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”) and NIO Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JPLetter Agreement • April 2nd, 2019 • NIO Inc. • Motor vehicles & passenger car bodies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Counterparty as of the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
· ] American Depositary Shares Representing [ · ] Class A Ordinary Shares (par value US$0.00025 per share) NIO INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 28th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies • New York
Loan AgreementLoan Agreement • April 28th, 2023 • NIO Inc. • Motor vehicles & passenger car bodies
This Loan Agreement (this “Agreement”) is made and entered into by and between the following parties on November 30, 2022 in Shanghai, the People’s Republic of China (“China” or the “PRC”, for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region of the People’s Republic of China).
Exclusive Option AgreementExclusive Option Agreement • April 28th, 2023 • NIO Inc. • Motor vehicles & passenger car bodies
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of November 30, 2022, in Shanghai, the People’s Republic of China (the “PRC”, for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region of the PRC):
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 28th, 2023 • NIO Inc. • Motor vehicles & passenger car bodies
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on November 30, 2022, in Shanghai, the People’s Republic of China (the “PRC”, for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region of the PRC).
Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2023 • NIO Inc. • Motor vehicles & passenger car bodies
This Equity Pledge Agreement (this “Agreement”) is made and entered into by and between the following parties on December 12, 2022 in Shanghai, the People’s Republic of China (“China” or the “PRC”, for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region of the People’s Republic of China).
SHARE SUBSCRIPTION AGREEMENT dated as of December 18, 2023 by and between NIO INC. and CYVN Investments RSC LtdShare Subscription Agreement • April 9th, 2024 • NIO Inc. • Motor vehicles & passenger car bodies • New York
SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 18, 2023, by and between NIO Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and CYVN Investments RSC Ltd, a restricted scope company incorporated in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (the “Purchaser”).
CONVERTIBLE NOTES SUBSCRIPTION AGREEMENT dated as of September 4, 2019Convertible Notes Subscription Agreement • May 14th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies • Hong Kong
CONVERTIBLE NOTES SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September 4, 2019, is entered into by and between (i) NIO INC., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and HUANG RIVER INVESTMENT LIMITED, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Purchaser”).
DEPOSIT AGREEMENT FOR RESTRICTED SECURITIESDeposit Agreement • April 2nd, 2019 • NIO Inc. • Motor vehicles & passenger car bodies
DEPOSIT AGREEMENT FOR RESTRICTED SECURITIES dated as of February 4, 2019 (the “Agreement”) among NIO Inc., a company organized under the laws of the Cayman Islands (the “Company”), Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of restricted American Depositary Shares (“Restricted ADSs”) issued hereunder.
NIO INC. FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders Agreement • August 13th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies • Hong Kong
Capitalized terms used herein without definition shall have the meanings set forth in the Purchase Agreement (as defined below).
TECHNOLOGY LICENCE AGREEMENTTechnology Licence Agreement • April 9th, 2024 • NIO Inc. • Motor vehicles & passenger car bodies
This TECHNOLOGY LICENCE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of February 26, 2024 (“Effective Date”) by and between the following parties:
Amendment and Supplementary Agreement III to the NIO China Shareholders AgreementShareholders Agreement • April 6th, 2021 • NIO Inc. • Motor vehicles & passenger car bodies
This Amendment and Supplementary Agreement III to the NIO China Shareholders Agreement (this “Amendment and Supplementary Agreement III”) is made on September 16, 2020 (the “Execution Date”) by and among:
Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ******. A complete version of this exhibit has been provided...Cooperation Agreement • August 28th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies • Beijing
NOW THEREFORE, on the basis of faithful cooperation and mutual confidence, the Parties have reached the following agreement through friendly negotiation:
NIO CHINA SHAREHOLDERS AGREEMENTNio China Shareholders Agreement • April 9th, 2024 • NIO Inc. • Motor vehicles & passenger car bodies
registered capital of the Company from Jianheng New Energy Fund; SDIC, Advanced Manufacturing Industry Fund, Anhui High-tech Co., New Energy Automobile Fund, the Hefei Investor, Jianheng New Energy Fund, Anhui Sanzhong Yichuang, the NIO Parties and the Company entered into an Amendment and Supplementary Agreement III to the Shareholders Agreement in respect of NIO China (the “Amendment and Supplementary Agreement III”) on September 16, 2020 to make certain amendments and supplements to the Shareholders Agreement, Amendment and Supplementary Agreement I and Amendment and Supplementary Agreement II.
February 26, 2019Letter Agreement • April 2nd, 2019 • NIO Inc. • Motor vehicles & passenger car bodies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”) and NIO Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Amendment and Supplementary Agreement to the NIO China Shareholders AgreementAmendment and Supplementary Agreement • June 9th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies
This Amendment and Supplementary Agreement to the NIO China Shareholders Agreement (this “Amendment and Supplementary Agreement”) is made on May 29, 2020 (the “Execution Date”) by and among:
· ] American Depositary Shares Representing [ · ] Class A Ordinary Shares (par value US$0.00025 per share) NIO INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies • New York
NIO Co., Ltd. And Employment ContractNIO Inc. • August 13th, 2018 • Motor vehicles & passenger car bodies
NIO Co., Ltd. And Employment ContractNIO Inc. • August 13th, 2018 • Motor vehicles & passenger car bodies
NIO Inc. and The Bank of New York Mellon, London Branch as Trustee and The Bank of New York Mellon, London Branch, as Paying Agent and Conversion Agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar and Transfer Agent INDENTURE...And • May 14th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies • New York
INDENTURE dated as of February 10, 2020 between NIO INC., a Cayman Islands exempted company, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, as issuer (the “Company,” as more fully set forth in Section 1.01), THE BANK OF NEW YORK MELLON, LONDON BRANCH, a banking organization organized and existing under the laws of the State of New York with limited liability and operating through its branch in London at One Canada Square, London E14 5AL, United Kingdom, as trustee (the “Trustee”), as paying agent (the “Paying Agent”) and as conversion agent (the “Conversion Agent”) (as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, SA/NV, LUXEMBOURG BRANCH, operating through its branch in Luxembourg at Vertigo Building – Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg as registrar (the “Registrar”) and as transfer agent (the “Transfer Agent”) (as more fully set forth in Section 1.01).
Amendment and Supplementary Agreement II to the NIO China Investment AgreementInvestment Agreement • June 30th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies
This Amendment and Supplementary Agreement II to the NIO China Investment Agreement (this “Amendment and Supplementary Agreement II”) is made on June 18, 2020 (the “Execution Date”) by and among:
Amendment and Supplementary Agreement to NIO China Investment AgreementAmendment and Supplementary Agreement • June 9th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies
This Amendment and Supplementary Agreement to NIO China Investment Agreement (this “Amendment and Supplementary Agreement”) is made on May 29, 2020 (the “Execution Date”) by and among:
NIO CHINA SHAREHOLDERS AGREEMENT BY AND AMONGNio China Shareholders Agreement • May 14th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies • Hubei
existing under the Laws of the Hong Kong of the PRC, with its company number of 2472480 and registered office at 30th Floor, Jardine House, Once Connaught Place, Central, Hong Kong (“PE HK”, together with NIO HK and UE HK, the “NIO HK Holding Platforms”; the NIO HK Holding Platforms, together with NIO Inc., the “NIO Parties”); and
Executive Employment AgreementExecutive Employment Agreement • August 13th, 2018 • NIO Inc. • Motor vehicles & passenger car bodies • Hong Kong
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE NIO INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO NIO INC. IF PUBLICLY DISCLOSED. NIO ES6...Agreement • May 14th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies
This AGREEMENT (this “Agreement”) is made by and between Jianghuai Automobile Group Co., Ltd. (formerly known as Anhui Jianghuai Automobile Co., Ltd. and renamed to Anhui Jianghuai Automobile Group Co., Ltd. on November 18, 2016, “Party A”) and NIO Co., Ltd. (“Party B”, collectively with Party A, the "Parties") through negotiations based on the Manufacturing Cooperation Agreement dated May 23, 2016 made by and between Party A and Party B, with the view to further providing for cooperation in NIO ES6 manufacturing and certain matters relating thereto.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE NIO INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO NIO INC. IF PUBLICLY DISCLOSED. NIO Fury...Agreement • May 14th, 2020 • NIO Inc. • Motor vehicles & passenger car bodies
This AGREEMENT (this “Agreement”) is made by and between Party A (formerly known as Anhui Jianghuai Automobile Co., Ltd. and renamed to Anhui Jianghuai Automobile Group Co., Ltd. on November 18, 2016) and Party B through negotiations based on the Manufacturing Cooperation Agreement dated May 23, 2016, the NIO ES6 Manufacturing Cooperation Agreement dated April 30, and the ancillary agreements relating to ES8 manufacturing cooperation (the “Ancillary Agreements”), each made by and between Party A and Party B (collectively, the "Parties"), with the view to further providing for cooperation in NIO Fury (EC6) manufacturing and certain matters relating thereto.
