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NIO Inc. – ‘20-F’ for 12/31/23 – ‘EX-97.1’

On:  Tuesday, 4/9/24, at 6:03am ET   ·   For:  12/31/23   ·   Accession #:  1104659-24-44923   ·   File #:  1-38638

Previous ‘20-F’:  ‘20-F/A’ on 3/15/24 for 12/31/22   ·   Latest ‘20-F’:  This Filing   ·   12 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/09/24  NIO Inc.                          20-F       12/31/23  160:23M                                    Toppan Merrill/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   5.27M 
                Non-Canadian Issuer                                              
 2: EX-4.44     Instrument Defining the Rights of Security Holders  HTML    178K 
 3: EX-4.45     Instrument Defining the Rights of Security Holders  HTML    168K 
 4: EX-4.46     Instrument Defining the Rights of Security Holders  HTML    193K 
 5: EX-4.47     Instrument Defining the Rights of Security Holders  HTML    119K 
 6: EX-4.48     Instrument Defining the Rights of Security Holders  HTML    289K 
 7: EX-4.49     Instrument Defining the Rights of Security Holders  HTML    548K 
 8: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     45K 
12: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     43K 
13: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     42K 
16: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     65K 
                Awarded Compensation                                             
 9: EX-11.1     Statement re: the Computation of Earnings Per       HTML    141K 
                Share                                                            
10: EX-12.1     Statement re: the Computation of Ratios             HTML     47K 
11: EX-12.2     Statement re: the Computation of Ratios             HTML     47K 
14: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     41K 
15: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     43K 
22: R1          Document and Entity Information                     HTML    117K 
23: R2          Consolidated Balance Sheets                         HTML    215K 
24: R3          Consolidated Balance Sheets (Parenthetical)         HTML     64K 
25: R4          Consolidated Statements of Comprehensive Loss       HTML    183K 
26: R5          Consolidated Statements of Comprehensive Loss       HTML     44K 
                (Parenthetical)                                                  
27: R6          Consolidated Statements of Shareholders' Equity     HTML    156K 
28: R7          Consolidated Statements of Cash Flows               HTML    210K 
29: R8          Organization and Nature of Operations               HTML    118K 
30: R9          Summary of Significant Accounting Policies          HTML    198K 
31: R10         Recent Accounting Pronouncements                    HTML     63K 
32: R11         Concentration and Risks                             HTML     82K 
33: R12         Inventory                                           HTML     55K 
34: R13         Prepayments and Other Current Assets                HTML     59K 
35: R14         Property, Plant and Equipment, Net                  HTML     67K 
36: R15         Land Use Rights, Net                                HTML     51K 
37: R16         Long-term investments                               HTML     90K 
38: R17         Other Non-current Assets                            HTML     57K 
39: R18         Trade and Notes Payable                             HTML     52K 
40: R19         Accruals and Other Liabilities                      HTML     62K 
41: R20         Borrowings                                          HTML    158K 
42: R21         Other Non-Current Liabilities                       HTML     54K 
43: R22         Leases                                              HTML    131K 
44: R23         Revenue                                             HTML     59K 
45: R24         Deferred Revenue/Income                             HTML     58K 
46: R25         Manufacturing in collaboration with JAC             HTML     47K 
47: R26         Research and Development Expenses                   HTML     61K 
48: R27         Selling, General and Administrative Expenses        HTML     65K 
49: R28         Redeemable non-controlling interests                HTML     47K 
50: R29         Ordinary Shares                                     HTML     52K 
51: R30         Non-controlling interest                            HTML     45K 
52: R31         Share-based Compensation                            HTML    226K 
53: R32         Taxation                                            HTML    181K 
54: R33         Loss Per Share                                      HTML     73K 
55: R34         Related Party Balances and Transactions             HTML    200K 
56: R35         Commitment and Contingencies                        HTML     56K 
57: R36         Subsequent Events                                   HTML     46K 
58: R37         Parent Company (the "Company") Only Financial       HTML    183K 
                Information                                                      
59: R38         Summary of Significant Accounting Policies          HTML    280K 
                (Policies)                                                       
60: R39         Organization and Nature of Operations (Tables)      HTML    109K 
61: R40         Summary of Significant Accounting Policies          HTML    124K 
                (Tables)                                                         
62: R41         Concentration and Risks (Tables)                    HTML     83K 
63: R42         Inventory (Tables)                                  HTML     54K 
64: R43         Prepayments and Other Current Assets (Tables)       HTML     59K 
65: R44         Property, Plant and Equipment, Net (Tables)         HTML     65K 
66: R45         Land Use Rights, Net (Tables)                       HTML     50K 
67: R46         Long-term investments (Tables)                      HTML     84K 
68: R47         Other Non-current Assets (Tables)                   HTML     57K 
69: R48         Trade and Notes Payable (Tables)                    HTML     51K 
70: R49         Accruals and Other Liabilities (Tables)             HTML     61K 
71: R50         Borrowings (Tables)                                 HTML    140K 
72: R51         Other Non-Current Liabilities (Tables)              HTML     53K 
73: R52         Leases (Tables)                                     HTML    132K 
74: R53         Revenue (Tables)                                    HTML     56K 
75: R54         Deferred Revenue/Income (Tables)                    HTML     56K 
76: R55         Research and Development Expenses (Tables)          HTML     59K 
77: R56         Selling, General and Administrative Expenses        HTML     64K 
                (Tables)                                                         
78: R57         Share-based Compensation (Tables)                   HTML    238K 
79: R58         Taxation (Tables)                                   HTML    179K 
80: R59         Loss Per Share (Tables)                             HTML     74K 
81: R60         Related Party Balance and Transactions (Tables)     HTML    186K 
82: R61         Commitment and Contingencies (Tables)               HTML     50K 
83: R62         Parent Company (the "Company") Only Financial       HTML    183K 
                Information (Tables)                                             
84: R63         Organization and Nature of Operations -             HTML    102K 
                Subsidiaries (Details)                                           
85: R64         Organization and Nature of Operations - IPO, VIEs,  HTML     78K 
                Liquidity and Going Concern (Details)                            
86: R65         Summary of Significant Accounting Policies - Fair   HTML     59K 
                value (Details)                                                  
87: R66         Summary of Significant Accounting Policies - Cash,  HTML     54K 
                cash equivalents and restricted cash (Details)                   
88: R67         Summary of Significant Accounting Policies -        HTML     71K 
                Credit loss provision for the current and                        
                non-current assets (Details)                                     
89: R68         Summary of Significant Accounting Policies -        HTML     68K 
                Property, plant and equipment, net (Details)                     
90: R69         Summary of Significant Accounting Policies -        HTML     49K 
                Intangibles through impairment (Details)                         
91: R70         Summary of Significant Accounting Policies -        HTML     48K 
                Warranty liabilities (Details)                                   
92: R71         Summary of Significant Accounting Policies -        HTML     57K 
                Revenue (Details)                                                
93: R72         Summary of Significant Accounting Policies -        HTML    101K 
                Additional Information (Details)                                 
94: R73         Concentration and Risks (Details)                   HTML     56K 
95: R74         Concentration and Risks - Additional Information    HTML     43K 
                (Details)                                                        
96: R75         Inventory (Details)                                 HTML     56K 
97: R76         Prepayments and Other Current Assets (Details)      HTML     63K 
98: R77         Property, Plant and Equipment, Net (Details)        HTML     87K 
99: R78         Land Use Rights, Net (Details)                      HTML     46K 
100: R79         Land Use Rights, Net - Additional Information       HTML     42K  
                (Details)                                                        
101: R80         Long-term investments (Details)                     HTML    180K  
102: R81         Long-term investments - Equity securities without   HTML     61K  
                readily determinable fair value (Details)                        
103: R82         Other Non-current Assets (Details)                  HTML     59K  
104: R83         Trade and Notes Payable (Details)                   HTML     47K  
105: R84         Accruals and Other Liabilities (Details)            HTML     69K  
106: R85         Accruals and Other Liabilities - Additional         HTML     43K  
                Information (Details)                                            
107: R86         Borrowings - Components (Details)                   HTML     75K  
108: R87         Borrowings - Balances of long-term bank loan        HTML     89K  
                (Details)                                                        
109: R88         Borrowings - Additional information (Details)       HTML    263K  
110: R89         Other Non-Current Liabilities (Details)             HTML     53K  
111: R90         Leases (Details)                                    HTML     65K  
112: R91         Leases - Lease cost (Details)                       HTML     50K  
113: R92         Leases - Other information (Details)                HTML     50K  
114: R93         Leases - Supplemental cash flow information         HTML     50K  
                (Details)                                                        
115: R94         Leases - Maturities of operating and finance lease  HTML     95K  
                liabilities (Details)                                            
116: R95         Revenue (Details)                                   HTML     62K  
117: R96         Deferred Revenue/Income - Roll forward (Details)    HTML     50K  
118: R97         Deferred Revenue/Income - Timing of satisfaction    HTML     50K  
                (Details)                                                        
119: R98         Deferred Revenue/Income - Additional information    HTML     46K  
                (Details)                                                        
120: R99         Manufacturing in collaboration with JAC (Details)   HTML     50K  
121: R100        Research and Development Expenses (Details)         HTML     56K  
122: R101        Selling, General and Administrative Expenses        HTML     65K  
                (Details)                                                        
123: R102        Redeemable non-controlling interests (Details)      HTML     77K  
124: R103        Ordinary Shares (Details)                           HTML    123K  
125: R104        Non-controlling interest (Details)                  HTML     47K  
126: R105        Share-based Compensation - Expense allocation       HTML     58K  
                (Details)                                                        
127: R106        Share-based Compensation - Nio Incentive Plans -    HTML    142K  
                Text and Options (Details)                                       
128: R107        Share-based Compensation - Nio Incentive Plans -    HTML     85K  
                Options Assumptions and Unrecognized (Details)                   
129: R108        Share-based Compensation - Nio Incentive Plans -    HTML     90K  
                Restricted Shares (Details)                                      
130: R109        Share-based Compensation - Share-based              HTML    140K  
                compensation of subsidiaries (Details)                           
131: R110        Taxation (Details)                                  HTML     90K  
132: R111        Taxation - Reconciliation (Details)                 HTML     75K  
133: R112        Taxation - Deferred tax assets and liabilities      HTML    105K  
                (Details)                                                        
134: R113        Taxation - Valuation allowance (Details)            HTML     46K  
135: R114        Taxation - NOL (Details)                            HTML     77K  
136: R115        Loss Per Share - Computation of earnings per share  HTML     86K  
                (Details)                                                        
137: R116        Loss Per Share - Weighted average numbers of        HTML     51K  
                ordinary shares outstanding (Details)                            
138: R117        Related Party Balances and Transactions -           HTML     58K  
                Provision of service (Details)                                   
139: R118        Related Party Balances and Transactions -           HTML     52K  
                Acceptance of advertising and IT support services                
                (Details)                                                        
140: R119        Related Party Balances and Transactions - Cost of   HTML     46K  
                manufacturing consignment (Details)                              
141: R120        Related Party Balances and Transactions - Purchase  HTML     52K  
                of raw material or property, plant and equipment                 
                (Details)                                                        
142: R121        Related Party Balances and Transactions - Sales of  HTML     56K  
                goods (Details)                                                  
143: R122        Related Party Balances and Transactions -           HTML     59K  
                Acceptance of R&D and maintenance service                        
                (Details)                                                        
144: R123        Related Party Balances and Transactions - Sale of   HTML     46K  
                raw material or property, plant and equipment                    
                (Details)                                                        
145: R124        Related Party Balances and Transactions -           HTML     47K  
                Convertible notes issued to related parties and                  
                interest accrual (Details)                                       
146: R125        Related Party Balances and Transactions - Purchase  HTML     48K  
                of equity investee (Details)                                     
147: R126        Related Party Balances and Transactions - Due from  HTML     58K  
                related parties (Details)                                        
148: R127        Related Party Balances and Transactions - Due to    HTML     70K  
                related parties (Details)                                        
149: R128        Related Party Balances and Transactions -           HTML     47K  
                Short-term borrowing and interest payable                        
                (Details)                                                        
150: R129        Related Party Balances and Transactions -           HTML     48K  
                Long-term borrowing (Details)                                    
151: R130        Commitment and Contingencies - Capital commitments  HTML     46K  
                (Details)                                                        
152: R131        Subsequent Events (Details)                         HTML     59K  
153: R132        Parent Company (the "Company") Only Financial       HTML    176K  
                Information - Condensed Balance Sheets (Details)                 
154: R133        Parent Company (the "Company") Only Financial       HTML    109K  
                Information - Condensed Statements of                            
                Comprehensive Loss (Details)                                     
155: R134        Parent Company (the "Company") Only Financial       HTML     68K  
                Information - Condensed Statements of Cash Flows                 
                (Details)                                                        
157: XML         IDEA XML File -- Filing Summary                      XML    292K  
160: XML         XBRL Instance -- nio-20231231x20f_htm                XML   5.44M  
156: EXCEL       IDEA Workbook of Financial Report Info              XLSX    345K  
18: EX-101.CAL  XBRL Calculations -- nio-20231231_cal                XML    398K 
19: EX-101.DEF  XBRL Definitions -- nio-20231231_def                 XML   1.59M 
20: EX-101.LAB  XBRL Labels -- nio-20231231_lab                      XML   2.44M 
21: EX-101.PRE  XBRL Presentations -- nio-20231231_pre               XML   2.17M 
17: EX-101.SCH  XBRL Schema -- nio-20231231                          XSD    411K 
158: JSON        XBRL Instance as JSON Data -- MetaLinks              850±  1.32M  
159: ZIP         XBRL Zipped Folder -- 0001104659-24-044923-xbrl      Zip   1.54M  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 97.1

NIO INC.

CLAWBACK POLICY

(Adopted by the Board of Directors of NIO Inc. and effective on November 3, 2023)

The board of directors (the “Board”) of NIO Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers (as defined below) of the Company and implemented by the Compensation Committee of the Board (the “Committee”), and adopts this Policy to be effective as of the Effective Date.

1.

Definitions

For purposes of this Policy, the following definitions shall apply:

(a)

Company Group” means the Company and each of its subsidiaries or consolidated variable interest entities, as applicable.

(b)

Covered Compensation” means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (i.e., the effective date of the NYSE listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as the NYSE.

(c)

Effective Date” means November 3, 2023.

(d)

Erroneously Awarded Compensation” means the amount of Covered Compensation granted, vested or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid and the Committee shall maintain documentation of such determination and provide such documentation to the NYSE.

(e)

Exchange Act” means the U.S. Securities Exchange Act of 1934.

(f)

Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (whether or not an officer or employee of the Company) who performs

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similar policy-making functions for the Company. “Policy-making function” does not include policy-making functions that are not significant. Both current and former Executive Officers are subject to the Policy in accordance with its terms.

(g)

Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of IFRS/U.S. GAAP or non-IFRS/non-U.S. GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act),(ii) stock price or (iii) total shareholder return. Financial Reporting Measures need not be presented within the Company’s financial statements or included in a filing with the SEC.

(h)

Home Country” means the Company’s jurisdiction of incorporation, i.e., the Cayman Islands.

(i)

Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

(j)

Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on whether or when the Restatement is actually filed.

(k)

NYSE” means the New York Stock Exchange.

(l)

Received”: Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.

(m)“Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously issued financial statements but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements.  Recovery of any

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Erroneously  Awarded  Compensation  under  the  Policy  is  not  dependent  on  fraud  or misconduct by any person in connection with the Restatement.

(n) “SEC” means the U.S. Securities and Exchange Commission.

2.

Recovery of Erroneously Awarded Compensation

2.1.

In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.

2.2.

Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered, including the costs that could be incurred if pursuing such recovery would violate local laws other than the Company’s Home Country laws (following reasonable attempts by the Company Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to the NYSE), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to the NYSE that recovery would result in such a violation and provides such opinion to the NYSE), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

3.

Means of Repayment

In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the Company Group, to require the forfeiture of any award granted by the Company Group to the person, or to take any and all necessary actions to reasonably promptly recover the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the

3


Erroneously Awarded Compensation to the Company Group by wire, cash, cashier’s check or other means as agreed by the Committee no later than thirty (30) days after receipt of such notice.

4.

No Indemnification

No person shall be indemnified, insured or reimbursed by the Company Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Company Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.

5.

Miscellaneous

5.1.

This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively among persons, whether or not such persons are similarly situated.

5.2.

This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the NYSE, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.

5.3.

The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recovery of Erroneously Awarded Compensation under this Policy is not dependent upon the Company Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the NYSE.

5.4.

The rights of the Company Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recovery, or remedies or rights other than recovery, that may be available to the Company Group pursuant to the terms of any law,

4


government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Company Group.

6.

Amendment and Termination

To the extent permitted by, and in a manner consistent with applicable law, including SEC and NYSE rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.

7.

Successors

This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.

5


NIO INC.

CLAWBACK POLICY

ACKNOWLEDGMENT, CONSENT AND AGREEMENT

I acknowledge that I have received and reviewed a copy of the NIO Inc. Clawback Policy (as may be amended from time to time, the “Policy”) and I have been given an opportunity to ask questions about the Policy and review it with my counsel. I knowingly, voluntarily and irrevocably consent to and agree to be bound by and subject to the Policy’s terms and conditions, including that I will return any Erroneously Awarded Compensation that is required to be repaid in accordance with the Policy. I further acknowledge, understand and agree that (i) the compensation that I receive, have received or may become entitled to receive from the Company Group is subject to the Policy, and the Policy may affect such compensation and (ii) I have no right to indemnification, insurance payments or other reimbursement by or from the Company Group for any compensation that is subject to recovery and / or forfeiture under the Policy. Capitalized terms used but not defined herein have the meanings set forth in the Policy.

Signed:

Print Name:

Date:



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/9/24
For Period end:12/31/23
11/3/23
10/2/236-K
11/28/22
 List all Filings 


12 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/07/24  NIO Inc.                          6-K         2/07/24    2:151K                                   Toppan Merrill/FA
 4/28/23  NIO Inc.                          20-F       12/31/22  165:24M                                    Toppan Merrill/FA
 8/25/22  NIO Inc.                          6-K         8/25/22    3:326K                                   Toppan Merrill/FA
 4/29/22  NIO Inc.                          20-F       12/31/21  159:22M                                    Toppan Merrill/FA
 4/06/21  NIO Inc.                          20-F       12/31/20  165:23M                                    Toppan Merrill/FA
 6/30/20  NIO Inc.                          6-K         6/30/20    3:366K                                   Toppan Merrill/FA
 6/09/20  NIO Inc.                          6-K         6/09/20    3:315K                                   Toppan Merrill/FA
 5/14/20  NIO Inc.                          20-F       12/31/19  166:26M                                    Toppan Merrill/FA
 4/02/19  NIO Inc.                          20-F       12/31/18  164:16M                                    Toppan Merrill/FA
 2/28/19  NIO Inc.                          S-8         2/28/19    4:469K                                   Toppan Merrill/FA
 8/28/18  NIO Inc.                          F-1/A                  7:7.4M                                   Donnelley … Solutions/FA
 8/13/18  NIO Inc.                          F-1                   30:12M                                    Donnelley … Solutions/FA
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