Correspondence 0001104659-24-130148 from Li Auto Inc. (LI, LAAOF) (CIK 0001791706) (LI)
Li Auto Inc. (LI, LAAOF) (CIK 0001791706)
Date: Dec. 19, 2024 · CIK: 0001791706 · Accession: 0001104659-24-130148
AI Filing Summary & Sentiment
File numbers found in text: 001-39407
Referenced dates: December 16, 2024
Letter
VIA EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Form 20-F for the Fiscal Year Ended December 31, 2023 Filed on April 12, 2024 Form 6-K Filed on August 28, 2024 (File No. 001-39407)
Dear Mr. Greene and Ms. McConnell,
This letter sets forth the Company’s response to the comment contained in the letter dated December 16, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April 12, 2024 (the “2023 Form 20-F”) and the current report on Form 6-K filed on August 28, 2024 (the “August 2024 Form 6-K”). The Staff’s comment is repeated below in bold and is followed by the Company’s response thereto.
Form 6-K Filed on August 28, 2024
Exhibit 99.1
Reconciliation of US GAAP and Non-GAAP Results, page 12
1. We note you present Non-GAAP net income and Non-GAAP net income attributable to ordinary shareholders, including related non-GAAP per share measures, that include non-GAAP adjustments to exclude stock-based compensation expenses. In future filings, please revise these measures to also include non-GAAP adjustments for the income tax effects related to these non-GAAP adjustments as required by Question 102.11 of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
Division of Corporation Finance
Office of Manufacturing
Securities and Exchange Commission
December 19, 2024
Page 2
The Company respectfully advises the Staff that, up to the date of this letter, there has not been any income tax effect related to the Company’s non-GAAP adjustments as disclosed in the Company’s quarterly financial results, including the disclosure in Exhibit 99.1 to the August 2024 Form 6-K. The Company proposes to include a note to indicate the absence of any income tax effect for the non-GAAP adjustments in its future quarterly financial results, and to include the item of non-GAAP adjustments for income tax effects should there be any non-GAAP item that has any tax effect in the future.
* * *
If you have any additional questions or comments regarding the 2023 Form 20-F or the August 2024 Form 6-K, please contact the undersigned at +86 (10) 8742-7209 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740-4835 or haiping.li@skadden.com.
Very truly yours,
/s/ Tie Li
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Li Auto Inc.
11 Wenliang Street
Shunyi District, Beijing 101399
People’s Republic of China
December 19, 2024
VIA EDGAR
Mr. Ernest Greene
Ms. Anne McConnell
Division of Corporation Finance
Office of Manufacturing
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Li Auto Inc. (the “Company”)
Form 20-F for the Fiscal Year Ended December 31, 2023
Filed on April 12, 2024
Form 6-K
Filed on August 28, 2024 (File No. 001-39407)
Dear Mr. Greene and Ms. McConnell,
This letter sets forth the Company’s response
to the comment contained in the letter dated December 16, 2024 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December
31, 2023 filed with the Commission on April 12, 2024 (the “2023 Form 20-F”) and the current report on Form 6-K filed
on August 28, 2024 (the “August 2024 Form 6-K”). The Staff’s comment is repeated below in bold and is followed
by the Company’s response thereto.
Form 6-K Filed on August 28, 2024
Exhibit 99.1
Reconciliation of US GAAP and Non-GAAP Results, page 12
1. We note you present Non-GAAP net income and Non-GAAP net income attributable to
ordinary shareholders, including related non-GAAP per share measures, that include non-GAAP adjustments to exclude stock-based
compensation expenses. In future filings, please revise these measures to also include non-GAAP adjustments for the income tax
effects related to these non-GAAP adjustments as required by Question 102.11 of the Division of Corporation Finance's Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
Division of Corporation Finance
Office of Manufacturing
Securities and Exchange Commission
December 19, 2024
Page 2
The Company respectfully advises the Staff that, up to the
date of this letter, there has not been any income tax effect related to the Company’s non-GAAP adjustments as disclosed in the
Company’s quarterly financial results, including the disclosure in Exhibit 99.1 to the August 2024 Form 6-K. The Company proposes
to include a note to indicate the absence of any income tax effect for the non-GAAP adjustments in its future quarterly financial results,
and to include the item of non-GAAP adjustments for income tax effects should there be any non-GAAP item that has any tax effect in the
future.
* * *
If you have any additional questions or comments
regarding the 2023 Form 20-F or the August 2024 Form 6-K, please contact the undersigned at +86 (10) 8742-7209 or the Company’s
U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740-4835 or haiping.li@skadden.com.
Very truly yours,
/s/ Tie Li
Tie Li
Director and Chief Financial
Officer
cc: Xiang Li, Chairman and Chief Executive Officer, Li Auto Inc.
Haiping Li, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP
Linda Xu, PricewaterhouseCoopers Zhong
Tian LLP