DEPOSIT AGREEMENT by and among as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICASDeposit Agreement • December 2nd, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
DEPOSIT AGREEMENT, dated as of July 29, 2020, by and among (i) Li Auto Inc., a company incorporated in the Cayman Islands, with its principal executive office at 8th Floor, Block D, Building 8, 4th District of Wangjing East Garden, Chaoyang District, Beijing 100102, People’s Republic of China and its registered office at P.O. 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2020 by and between Li Auto Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual with [passport/ID] number (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2020 by and between Li Auto Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________ , an individual with [passport/ID] number _____________ (the “Executive”).
Underwriting AgreementUnderwriting Agreement • December 2nd, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on July 10, 2020 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares of par value US$0.0001 per share, (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
Li Auto Inc. and Deutsche Bank Trust Company Americas, as Trustee INDENTURE dated as of April 12, 2021 US$862,500,000 0.25% CONVERTIBLE SENIOR NOTES DUE 2028Indenture • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
INDENTURE dated as of April 12, 2021 between LI AUTO 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).
Exclusive Consultation and Service AgreementExclusive Consultation and Service Agreement • March 10th, 2021 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Exclusive Consultation and Service Agreement (the “Agreement”) is entered into between the following parties (the “Parties”) on January 15, 2021 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Spousal Consent LetterConsent Letter • December 2nd, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
I, ____________ (ID Number: ____________), spouse of ____________ (ID Number: ____________), hereby unconditionally agree: the certain percentage of equity (corresponding to RMB ____________ of registered capital of ____________ (“VIE”), ____________% of the equity interest of VIE, on fully diluted basis, the “Shareholding”) held by my spouse, ____________, registered in the name of whom, shall be disposed of pursuit to the series of Control Documents (including Business Operation Agreement, Exclusive Consultancy and Service Agreement, Equity Option Agreement, Equity Pledge Agreement and Power of Attorney, and their respective revision and amendment from time to time, collectively, “Control Documents”) signed by my spouse on , 20 .
Equity Option AgreementEquity Option Agreement • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Option Agreement (this “Agreement”) is made on April 21, 2021 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) by and among the following parties (the “Parties”):
Equity Pledge AgreementEquity Pledge Agreement • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Pledge Agreement (this “Agreement”) is entered into between the following parties (the “Parties”) on April 21, 2021 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies • Hong Kong
and shall take effect from the date on which the Class A Ordinary Shares of the Company are listed on the Main Board of The Stock Exchange of Hong Kong Limited.
Business Operation AgreementBusiness Operation Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Business Operation Agreement (hereinafter referred to as this “Agreement”), is entered into by and among the following parties (hereinafter referred to as the “Parties”) on April 2, 2019 in Beijing, China:
DATED August 2, 2021 Li Auto Inc. GOLDMAN SACHS (ASIA) L.L.C. CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED UBS AG HONG KONG BRANCH AND THE HONG KONG UNDERWRITERS (named in SCHEDULE 1) HONG KONG UNDERWRITING AGREEMENT relating...Underwriting Agreement • August 5th, 2021 • Li Auto Inc. • Motor vehicles & passenger car bodies • Hong Kong
Equity Option AgreementEquity Option Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Option Agreement (this “Agreement”) is made on April 2, 2019 in Beijing, China by and among the following parties (the “Parties”):
SERIES D PREFERRED SHARE PURCHASE AGREEMENTSeries D Preferred Share Purchase Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • Hong Kong
Company has agreed to issue and sell to AMP Lee Ltd., a certain number of Series D Preferred Shares of the Company on the terms and conditions set forth in the Series D Preferred Share Purchase Agreement dated as of July 1, 2020 by and between the Company, AMP Lee Ltd., and other parties named therein (the “Founder Series D SPA”).
Equity Pledge AgreementEquity Pledge Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Pledge Agreement (this “Agreement”) is made on April 2, 2019 in Beijing, PRC by and among the following parties (the “Parties”):
Exclusive Consultation and Service AgreementConsultation and Service Agreement • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Exclusive Consultation and Service Agreement (the “Agreement”) is entered into between the following parties (the “Parties”) on April 21, 2021 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Pledge AgreementEquity Pledge Agreement • April 12th, 2024 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Pledge Agreement (this “Agreement”) is entered into between the following parties (the “Parties”) on July 3, 2023 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Option AgreementEquity Option Agreement • April 12th, 2024 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Option Agreement (this “Agreement”) is made on July 3, 2023 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) by and among the following parties (the “Parties”):
Spousal Consent LetterLi Auto Inc. • April 12th, 2024 • Motor vehicles & passenger car bodies
I, ____________ (ID Number: ____________), spouse of ____________ (ID Number: ____________), hereby unconditionally agree: the certain percentage of equity (corresponding to RMB____________of register capital of ____________ (“VIE”), ____________% of the equity interest of VIE, on fully diluted basis, the “Shareholding”) held by my spouse, ____________, registered in the name of whom, shall be disposed of pursuit to the series of Control Documents (including Business Operation Agreement, Exclusive Consultancy and Service Agreement, Equity Option Agreement, Equity Pledge Agreement and Power of Attorney, and their respective revision and amendment from time to time, collectively, “Control Documents”) signed by my spouse on ____________, 20 ____________.
Exclusive Consultation and Service AgreementConsultation and Service Agreement • April 12th, 2024 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Exclusive Consultation and Service Agreement (the “Agreement”) is entered into between the following parties (the “Parties”) on July 3, 2023 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Power of AttorneyLi Auto Inc. • April 12th, 2024 • Motor vehicles & passenger car bodies
The undersigned, ____________, as a holder of RMB ____________ of registered capital (the “Target Shares”) of ____________ (the “Company” or “VIE”), agrees to grant the rights of, in and to my shareholding of the Target Shares in the Company to Beijing Co Wheels Technology Co., Ltd. (the “Co Wheels”) or the person(s) designated by Co Wheels (including, without limitation, the directors of Co Wheels’ parent company and their successors and any liquidators replacing directors of the parent company, but excluding any entity who is not independent or who may have conflict of interest) (the “Authorizee”), and hereby unconditionally and irrevocably authorizes the Authorizee to exercise the following rights within the term of this power of attorney:
Equity Pledge AgreementEquity Pledge Agreement • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Pledge Agreement (this “Agreement”) is made on April 21, 2021 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) by and among the following parties (the “Parties”):
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • July 24th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
by deleting the existing definition of “Registrable Securities” under Appendix A to the Shareholders Agreement in its entirety
Spousal Consent LetterConsent Letter • March 10th, 2021 • Li Auto Inc. • Motor vehicles & passenger car bodies
I, ____________ (ID Number: ____________), spouse of ____________ (ID Number: ____________), hereby unconditionally agree: the certain percentage of equity (corresponding to RMB ____________ of registered capital of ____________ (“VIE”), ____________% of the equity interest of VIE, on fully diluted basis, the “Shareholding”) held by my spouse, ____________, registered in the name of whom, shall be disposed of pursuit to the series of Control Documents (including Business Operation Agreement, Exclusive Consultancy and Service Agreement, Equity Option Agreement, Equity Pledge Agreement and Power of Attorney, and their respective revision and amendment from time to time, collectively, “Control Documents”) signed by my spouse on , 20 .
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAmended and Restated Shareholders Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • Hong Kong
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on July 1, 2020 (the “Signing Date”) by and between:
Spousal Consent LetterLi Auto Inc. • April 19th, 2022 • Motor vehicles & passenger car bodies
I, ____________ (ID Number: ____________), spouse of ____________ (ID Number: ____________), hereby unconditionally agree: the certain percentage of equity (corresponding to RMB ____________ of register capital of ____________ (“VIE”), ____________ % of the equity interest of VIE, on fully diluted basis, the “Shareholding”) held by my spouse, ______ , registered in the name of whom, shall be disposed of pursuit to the series of Control Documents (including Business Operation Agreement, Exclusive Consultancy and Service Agreement, Equity Option Agreement, Equity Pledge Agreement and Power of Attorney, and their respective revision and amendment from time to time, collectively, “Control Documents”) signed by my spouse on ____, 20__.
Business Operation AgreementBusiness Operation Agreement • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Business Operation Agreement (hereinafter referred to as this “Agreement”), is entered into by and among the following parties (hereinafter referred to as the “Parties”) on April 21, 2021 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Option AgreementEquity Option Agreement • April 19th, 2022 • Li Auto Inc. • Motor vehicles & passenger car bodies
This Equity Option Agreement (this “Agreement”) is made on April 21, 2021 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) by and among the following parties (the “Parties”):
SERIES C WARRANT AND PREFERRED SHARE PURCHASE AGREEMENTSeries C Warrant and Preferred Share Purchase Agreement • July 10th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • Hong Kong
This SERIES C WARRANT AND PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on July 2, 2019, by and among:
Li Auto Inc. 90,000,000 Offer Shares (par value US$0.0001 per Offer Share) __________________________ INTERNATIONAL UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2021 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
Capitalized terms used herein that are not otherwise defined shall have the same meanings as defined in the International Underwriting Agreement.
