NIO Inc. Prices Offering of US$1.3 Billion Convertible Senior Notes - Seite 2

The initial conversion rate of the 2026 Notes is 10.7458 ADSs per US$1,000 principal amount of such 2026 Notes (which is equivalent to an initial conversion price of approximately US$93.06 per ADS and represents a conversion premium of approximately 50.0% above the closing price of the Company’s ADSs on January 12, 2021, which was US$62.04 per ADS). The initial conversion rate of the 2027 Notes is 10.7458 ADSs per US$1,000 principal amount of such Notes (which is equivalent to an initial conversion price of approximately US$93.06 per ADS and represents a conversion premium of approximately 50.0% above the closing price of the Company’s ADSs on January 12, 2021). The relevant conversion rate for each series of the Notes is subject to adjustment upon the occurrence of certain events.

Holders of the Notes may require the Company to repurchase all or part of their Notes for cash on February 1, 2024, in the case of the 2026 Notes, and February 1, 2025, in the case of the 2027 Notes, or in the event of certain fundamental changes, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date. In addition, on or after February 6, 2024, in the case of the 2026 Notes, and February 6, 2025, in the case of the 2027 Notes, until the 20th scheduled trading day immediately prior to the relevant maturity date, the Company may redeem the Notes for cash subject to certain conditions, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the relevant optional redemption date. Furthermore, the Company may redeem all but not part of the Notes in the event of certain changes in the tax laws.

Shortly after the pricing of the Notes, the Company expects to enter into one or more separate and individually privately negotiated agreements with one or more holders of its outstanding 4.50% convertible senior notes due 2024 (the “2024 Notes”) to exchange approximately US$581.7 million principal amount of the outstanding 2024 Notes for ADSs (each, a “2024 Notes Exchange” and collectively, the “2024 Notes Exchanges”). The terms of each 2024 Notes Exchange are anticipated to be individually negotiated with each holder of the 2024 Notes that is a party to such 2024 Notes Exchange and will depend on several factors, including the market price of the ADSs and the trading price of the 2024 Notes at the time of each such 2024 Notes Exchange. No assurance can be given as to how much, if any, of the 2024 Notes will be exchanged or the terms on which they will be exchanged.