SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

Yu (Stanley) Qu
Chief Financial Officer
NIO Inc.
Building 19, No. 1355, Caobao Road
Minhang District
Shanghai, People's Republic of China

 Re: NIO Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 Filed April 8, 2025
 File No. 001-38638
Dear Yu (Stanley) Qu:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 NIO Inc.

 Building 19, No. 1355, Caobao Road

 Minhang District, Shanghai 201804

 People's Republic of China

 May 19, 2025

 VIA EDGAR

 Ms. Stephany Yang

 Ms. Melissa Gilmore

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: NIO Inc. (the "Company")
 Form 20-F for the Fiscal Year Ended December 31,
2024
Filed April 8, 2025

 File No. 001-38638

 Dear Ms. Yang and Ms. Gilmore:

 This letter sets forth the
Company's responses to the comments contained in the letter dated May 8, 2025 from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") regarding the Company's Form 20-F for the Fiscal
Year Ended December 31, 2024 (the " 2024 Form 20-F "). The Staff's comments are repeated below in bold
and are followed by the Company's responses thereto.

 All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2024 Form 20-F.

 Form 20-F for the Fiscal Year Ended December 31, 2024

 Item 3. Key Information

 D. Risk Factors

 Risks Related to Doing Business in China

 The PRC government's significant oversight
over..., page 55

 1. We note the changes you made to your disclosure in this risk factor. It is unclear to us that there
have been changes in the regulatory environment in the PRC since Form 20-F for the year ended December 31, 2022 that was filed
on April 28, 2023 warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to
China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations
at any time given the Chinese government's significant oversight and discretion over the conduct of your business. We do not believe that
your revised disclosure that the PRC government has significant oversight over the conduct of your business and may influence your operations
conveys the same risk. Please restore your disclosure in your future filings as it existed in Form 20-F for the year ended December 31,
2022.

 In response to the Staff's comment,
the Company undertakes to restore the relevant risk factor disclosure in its future filings as it existed in the Form 20-F for the
year ended December 31, 2022.

 NIO Inc.

 May 19,
2025

 Page 2

 Item 5. Operating and Financial Review
and Prospects

 A. Operating Results

 Results of Operations, page 120

 2. Please expand your discussion under Revenues in future filings to quantify the number of units sold
and the price ranges of vehicles sold during each period presented.

 In response to the Staff's comment,
the Company undertakes to expand its discussion under Revenues in future filings to include quantification of both the number of units
sold and the price ranges of vehicles sold during each period presented.

 B. Liquidity and Capital Resources

 Cash Flows and Working Capital , page 124

 3. Please provide a more detailed analysis and discussion of changes in operating, investing, and financing
cash flows for each period presented in future filings. In doing so, explain the underlying reasons and implications of material changes
between periods to provide investors with an understanding of trends and variability in cash flows. Ensure that your disclosures are not
merely a recitation of changes evident from the financial statements. Refer to Item 5.B.1 of Form 20-F and Section IV.B of SEC
Release No. 33-8350.

 In response to the Staff's comment,
the Company undertakes to provide a more detailed analysis and discussion of changes in its operating, investing, and financing cash flows
for each period presented in future filings in the manner as requested.

 NIO Inc.

 May 19,
2025

 Page 3

 Notes to Consolidated Financial Statements

 26. Related Party Balances and Transactions,
page F-57

 4. Please revise future filings to separately quantify the related party transactions on the face of all
of your financial statements. Refer to Rule 4-08(k) of Regulation S-X. We also note that in 2024 you received technology license
fees of RMB 59.4 million from Forseven Limited. Please tell us which line item includes these related fees in your consolidated statements
of comprehensive loss and where this is disclosed within Footnote 26. Related Party Balances and Transactions pursuant to ASC 850-10-50-1.

 In response to the Staff's comment,
the Company undertakes to separately quantify the related party transactions on the face of all of its financial statements in future
filings, in accordance with Rule 4-08(k) of Regulation S-X.

 The Company further advises the Staff
that the revenue recognized from the provision of technology license of RMB59.4 million during the year ended December 31, 2024 was
recorded under "Other sales" in the consolidated statements of comprehensive loss. Other than provision of technology license,
the Group, meaning the Company, its subsidiaries, and the consolidated variable interest entities, also provided technical services including
engineering and development services to Forseven limited and its affiliates, with revenue recognized of RMB141.7 million during the year
ended December 31, 2024 and recorded in "Other sales" in the consolidated statements of comprehensive loss. The aggregate
revenue recognized from the above transactions with Forseven limited and its affiliates amounted to RMB201.1 million during the year ended
December 31, 2024, which was disclosed in Footnote 26(a)(i).

 *      *      *

 If
you have any additional questions or comments regarding the 2024 Form 20-F, please contact the undersigned, chief financial officer
of the Company, at +86 21 6908 2018 or via e-mail at stanley.qu@nio.com , or the Company's U.S. counsel, Yuting Wu
of Skadden, Arps, Slate, Meagher & Flom LLP, at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com . Thank you very
much.

 Very truly yours,

 /s/ Yu Qu

 Yu Qu

 Chief Financial Officer

 cc: Yuting Wu, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Yu (Stanley) Qu
Chief Financial Officer
NIO Inc.
Building 19, No. 1355, Caobao Road
Minhang District
Shanghai, People's Republic of China

 Re: NIO Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 Filed April 8, 2025
 File No. 001-38638
Dear Yu (Stanley) Qu:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended December 31, 2024
Item 3. Key Information
D. Risk Factors
Risks Related to Doing Business in China
The PRC government's significant oversight over..., page 55

1. We note the changes you made to your disclosure in this risk factor. It
is unclear to us
 that there have been changes in the regulatory environment in the PRC
since Form 20-
 F for the year ended December 31, 2022 that was filed on April 28, 2023
warranting
 revised disclosure to mitigate the challenges you face and related
disclosures. The
 Sample Letters to China-Based Companies sought specific disclosure
relating to the
 risk that the PRC government may intervene in or influence your
operations at any
 time given the Chinese government's significant oversight and discretion
over the
 conduct of your business. We do not believe that your revised disclosure
that the PRC
 government has significant oversight over the conduct of your business
and may
 May 8, 2025
Page 2

 influence your operations conveys the same risk. Please restore your
disclosure in
 your future filings as it existed in Form 20-F for the year ended
December 31, 2022.
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations, page 120

2. Please expand your discussion under Revenues in future filings to
quantify the
 number of units sold and the price ranges of vehicles sold during each
period
 presented.
B. Liquidity and Capital Resources
Cash Flows and Working Capital , page 124

3. Please provide a more detailed analysis and discussion of changes in
operating,
 investing, and financing cash flows for each period presented in future
filings. In
 doing so, explain the underlying reasons and implications of material
changes
 between periods to provide investors with an understanding of trends and
variability
 in cash flows. Ensure that your disclosures are not merely a recitation
of changes
 evident from the financial statements. Refer to Item 5.B.1 of Form 20-F
and Section
 IV.B of SEC Release No. 33-8350.
Notes to Consolidated Financial Statements
26. Related Party Balances and Transactions, page F-57

4. Please revise future filings to separately quantify the related party
transactions on
 the face of all of your financial statements. Refer to Rule 4-08(k) of
Regulation S-X.
 We also note that in 2024 you received technology license fees of RMB
59.4 million
 from Forseven Limited. Please tell us which line item includes these
related fees in
 your consolidated statements of comprehensive loss and where this is
disclosed within
 Footnote 26. Related Party Balances and Transactions pursuant to ASC
850-10-50-1.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at
202-551-3777
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    NIO Inc.

    Building 19, No. 1355,
    Caobao Road

    Minhang District,
    Shanghai 201804

    People’s
    Republic of China

January 10, 2025

VIA EDGAR

Mr. Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

    Schedule TO-I filed December 26, 2024

    File No. 005-90661

Dear
Mr. Grady:

This letter sets forth the
Company’s responses to the comments contained in the letter dated January 2, 2025 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Schedule TO-I filed with
the Commission on December 26, 2024 (the “Schedule TO”). The Staff’s comments are repeated below in bold
and are followed by the Company’s responses thereto.

Concurrently with the submission
of this letter, the Company is filing Amendment No. 1 to the Schedule TO (the “Amendment No. 1”) with the
Commission.

All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the Schedule TO.

Schedule TO-I filed December 26, 2024; Repurchase Right
Notice

General

1. We note the disclosure that the offer
                                            period began on December 30, 2024. However, the Repurchase Right Notice was filed on
                                            December 26, 2024 and included as Annex A a Repurchase Notice that certain note holders
                                            may use to tender. Please advise how this is consistent with the Company’s obligations
                                            under Rule 13e-4(e). See also CDI 101.04 under “Tender Offer Rules and Schedules”
                                            available on our website at www.sec.gov.

The Company respectfully advises the
Staff that it is under contractual obligations pursuant to the Indenture to (i) offer to repurchase for cash all of the Company’s
0.50% Convertible Senior Notes due 2027 (the “Notes”) on February 1, 2025 and (ii) provide notice of such offer
to holders of the Notes no later than 20 business days prior to the repurchase date. The Company respectfully submits that while it filed
the Company’s notice to the holders of the Notes (the “Repurchase Right Notice”) on December 26, 2024, the Company
stated in the Repurchase Right Notice that, to exercise their repurchase rights, holders of the Notes must deliver a repurchase notice
at any time between 9:00 a.m., New York City time, on Monday, December 30, 2024 (the “Commencement Date”) and 5:00 p.m.,
New York City time, on Thursday, January 30 (the “Expiration Date”), 2025. Therefore, the Company believes that the
Repurchase Right Notice is clear as to when the repurchase right offer will commence, and should not cause confusion to the Holders.
The Company confirms that it had, as of December 26, 2024, a bona fide intent to commence the tender offer on December 30,
2024, and the tender offer has commenced on December 30, 2024.

NIO Inc.

January 10, 2025

Page 2

Additionally, the Company believes
that, prior to the Commencement Date, the Company did not commence a tender offer as it had not given the means to the holders of the
Notes for tendering The Company submits that, as of December 26, 2024 and the date of this submission, the Notes are all in global
form. All custodians and beneficial holders of the Notes hold the Notes through DTC accounts and there are no certificated Notes in non-global
form. As such, all Notes surrendered for repurchase must comply with the transmittal procedures of DTC’s Automated Tender Offer
Program (“ATOP”) system. As stated in bold on the cover page of the Repurchase Right Notice, holders of the Notes may
only exercise their repurchase rights and receive the repurchase price by delivering the Notes through the transmittal procedures of
the DTC. The Company further submits that, while a form of repurchase notice is included as Annex A to the Repurchase Right Notice, as
explained on page 4 of the Repurchase Right Notice, the Company only provided this form of notice in case Notes are issued to a
holder in certified non-global form after the date of the Repurchase Right Notice, although the Company does not expect there to be such
issuances. As such, since there were and are no Notes held in non-global form, the form of repurchase notice included as Annex A should
not be viewed as a means to tender for any holder of the Notes. DTC’s ATOP system, which only receives exercise of repurchase rights
between the Commencement Date and the Expiration Date, is the only means for holders of the Notes to tender their Notes for repurchase.
Therefore, the Company is of the view that, prior to the Commencement Date, the Company did not commence a tender offer as it had not
given the means to the holders of the Notes for tendering under Rule 13e-4(a)(4). Furthermore, while the Company disseminated the
Repurchase Right Notice to Cede & Co., the nominee of the Depositary Trust Company, the Company advises the Staff that this
does not constitute the commencement of an offer under Rule 13e-4(a)(4).

The Company has revised its disclosure
on the cover page of the Repurchase Right Notice and Amendment No. 1 to state that DTC’s ATOP system only commenced receiving
surrender of Notes at 9:00 a.m., New York City time, on the Commencement Date, and any surrender of Notes delivered prior to this time
will not be accepted by the ATOP system.

NIO Inc.

January 10, 2025

Page 3

Information Concerning the Notes, page 7

2. Refer
                                            to the following sentence on page 7: “If we extend the offer period, we will publicly
                                            disclose the new expiration date by filing an amendment to the Schedule TO and/or by issuing
                                            a press release” (emphasis added). As written, this implies that, if the offer period
                                            is extended, the Company may either file an amendment to the Schedule TO or issue a press
                                            release but need not take both actions. Please revise, here as well as relevant parts of
                                            the Summary Term Sheet, to omit “or” from the sentence, or advise. See Rules 13e-4(c)(1) and
                                            (3).

In
response to the Staff’s comment, the Company has revised the disclosure on page 3 and pages 7-8 of the Repurchase
Right Notice and Amendment No. 1 to state that if the offer period is extended, the Company will publicly disclose the new expiration
date by filing an amendment to the Schedule TO and issuing a press release.

3. We
                                            note the disclosure on pages 2 and 9 that the Company may, at its option, redeem for
                                            cash all or part of the Notes on or after February 6, 2025, subject to the provisions
                                            of the Indenture. Please advise how redemptions during the period ten business days after
                                            the expiration of the offer would be consistent with Rule 13e-4(f)(6)(i). If no redemptions
                                            will occur during that period, please revise to so state.

The Company respectfully advises the
Staff that although the Indenture provides a contractual right of the Company to redeem the Notes in the event of a change in tax law,
the Company, in order to stay compliant with Rule 13e-4(f)(6)(i), will not exercise such contractual rights during the period between
the commencement of the repurchase right offer period until ten business days after the expiration of the repurchase right offer period.

In response to the Staff’s comment,
the Company has revised the disclosure on page 2 and pages 9-10 of the Repurchase Right Notice and Amendment No. 1 to
state that the Company will not redeem the Notes before February 13, 2025, being the tenth business day after the expiration of
the repurchase right offer period.

Procedures to Be Followed by Holders Electing
to Exercise the Repurchase Right, page 10

4. Refer
                                            to the disclosure on page 10 that, by “exercising the Repurchase Right with respect
                                            to any portion of your Notes,” a holder “release[s] and discharge[s] the Company
                                            and its directors, officers, employees, and affiliates from any and all claims [the note
                                            holder] may now have, or may have in the future, arising out of, or related to, the Notes.”
                                            Please revise to clarify, if true, that the waiver does not include claims arising under
                                            federal securities laws, or advise.

In
response to the Staff’s comment, the Company has revised the disclosure on page 11 of the Repurchase Right Notice and Amendment
No. 1 to state that the quoted waiver does not include claims arising under federal securities laws.

NIO Inc.

January 10, 2025

Page 4

Right of Withdrawal, page 13

5. We
                                            note your reference on page 13 to Rule 13e-4(f)(2)(ii), but January 30, 2025,
                                            does not appear to be the 40th business day from the commencement of the offer. Please revise.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 13-14 of the Repurchase Right Notice
and Amendment No. 1 to state that pursuant to Rule 13e-4(f)(2)(ii), if Holders timely surrender Notes for purchase under the
Repurchase Right, they are also permitted to withdraw such Notes after February 27, 2025 (New York City time) in the event that
the Company has not yet accepted the Notes for payment on or prior to February 27, 2025 (New York City time).

6. On
                                            page 13, you state the following: “We will determine all questions as to the validity,
                                            form and eligibility, including time of receipt, of notices of withdrawal.” Please
                                            revise this statement to include a qualifier indicating that note holders are not foreclosed
                                            from challenging the Company’s determination in a court of competent jurisdiction.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 13-14 of the Repurchase Right Notice
and Amendment No. 1 to add the qualifier that the Holders are not foreclosed from challenging the Company’s determination
in a court of competent jurisdiction.

Plans or Proposals of the Company, page 14

7. We
                                            note your disclosure on page 14 that “[e]xcept as publicly disclosed on or prior
                                            to the date of this Repurchase Right Notice, neither the Company nor its directors and executive
                                            officers currently has any plans, proposals, or negotiations that would be material to a
                                            Holder’s decision to exercise the Repurchase Right” (emphasis added). Please
                                            revise this section to remove this qualifying language and describe (or specifically incorporate
                                            by reference) any of the Company’s plans, proposals or negotiations. See Instruction
                                            E to Schedule TO and Item 1006(c) of Regulation M-A.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 14-15 of the Repurchase Right Notice and Amendment No. 1 to affirmatively state
that neither the Company nor its directors and executive officers currently has any plans, proposals, or negotiations that would be material
to a Holder’s decision to exercise the Repurchase Right.

NIO Inc.

January 10, 2025

Page 5

Additional Information, page 17

8. Please
                                            omit the reference on page 17 to a “Public Reference Section of the SEC”
                                            where documents may be inspected. The SEC no longer provides a physical space for inspection
                                            and copying of filings.

In
response to the Staff’s comment, the Company has removed the referenced disclosure on page 18 of the Repurchase Right
Notice and Amendment No. 1.

*	        *	        *

If
you have any additional questions or comments regarding the Schedule TO, please contact the undersigned, chief financial officer of the
Company, at +86 21 6908 2018 or via e-mail at stanley.qu@nio.com, or the Company’s U.S. counsel, Yuting Wu of Skadden,
Arps, Slate, Meagher & Flom LLP, at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com. Thank you very much.

    Very truly yours,

    /s/ Yu Qu

    Yu Qu

    Chief Financial Officer

cc: Yuting Wu, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

January 2, 2025
Yu Qu
Chief Financial Officer
NIO Inc.
Building 19, No. 1355, Caobao Road
Minhang District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Schedule TO-I filed December 26, 2024
File No. 005-90661
Dear Yu Qu:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed December 26, 2024; Repurchase Right Notice
General
1.We note the disclosure that the offer period began on December 30, 2024. However,
the Repurchase Right Notice was filed on December 26, 2024 and included as Annex
A a Repurchase Notice that certain note holders may use to tender. Please advise how
this is consistent with the Company's obligations under Rule 13e-4(e). See also CDI
101.04 under "Tender Offer Rules and Schedules" available on our website at
www.sec.gov.
Information Concerning the Notes, page 7
Refer to the following sentence on page 7: "If we extend the offer period, we will
publicly disclose the new expiration date by filing an amendment to the Schedule
TO and/or by issuing a press release" (emphasis added). As written, this implies that,
if the offer period is extended, the Company may either file an amendment to the 2.

January 2, 2025
Page 2
Schedule TO or issue a press release but need not take both actions. Please revise,
here as well as relevant parts of the Summary Term Sheet, to omit "or" from the
sentence, or advise. See Rules 13e-4(c)(1) and (3).
3.We note the disclosure on pages 2 and 9 that the Company may, at its option, redeem
for cash all or part of the Notes on or after February 6, 2025, subject to the provisions
of the Indenture. Please advise how redemptions during the period ten business days
after the expiration of the offer would be consistent with Rule 13e-4(f)(6)(i). If no
redemptions will occur during that period, please revise to so state.
Procedures to Be Followed by Holders Electing to Exercise the Repurchase Right, page 10
4.Refer to the disclosure on page 10 that, by "exercising the Repurchase Right with
respect to any portion of your Notes," a holder "release[s] and discharge[s] the
Company and its directors, officers, employees, and affiliates from any and all claims
[the note holder] may now have, or may have in the future, arising out of, or related
to, the Notes." Please revise to clarify, if true, that the waiver does not include claims
arising under federal securities laws, or advise.
Right of Withdrawal, page 13
5.We note your reference on page 13 to Rule 13e-4(f)(2)(ii), but January 30, 2025, does
not appear to be the 40th business day from the commencement of the offer. Please
revise.
6.On page 13, you state the following: "We will determine all questions as to the
validity, form and eligibility, including time of receipt, of notices of withdrawal."
Please revise this statement to include a qualifier indicating that note holders are not
foreclosed from challenging the Company’s determination in a court of competent
jurisdiction.
Plans or Proposals of the Company, page 14
7.We note your disclosure on page 14 that “ [e]xcept as publicly disclosed on or prior to
the date of this Repurchase Right Notice, neither the Company nor its directors and
executive officers currently has any plans, proposals, or negotiations that would be
material to a Holder’s decision to exercise the Repurchase Right” (emphasis added).
Please revise this section to remove this qualifying language and describe (or
specifically incorporate by reference) any of the Company's plans, proposals or
negotiations. See Instruction E to Schedule TO and Item 1006(c) of Regulation M-A.
Additional Information, page 17
8.Please omit the reference on page 17 to a "Public Reference Section of the SEC"
where documents may be inspected. The SEC no longer provides a physical space for
inspection and copying of filings.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.

January 2, 2025
Page 3
            Please direct any questions to Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
March 20, 2024
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38638
Dear Steven Feng:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu, Esq.

CORRESP
1
filename1.htm

NIO Inc.

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

February 20, 2024

VIA EDGAR

Mr. Andrew Mew

Mr. Christopher Dunham

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Filed April 28, 2023

    File No. 001-38638

Dear Mr. Mew and Mr. Dunham:

This letter sets forth the
Company’s responses to the comments contained in the letter dated February 5, 2024 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “2022 Form 20-F”) and
the Company’s response letters submitted on August 4 and September 1 2023 and January 18, 2024. The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined
in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 171

 1. We note your proposed revision in response to comment 1. Please further revise to clarify whether or
not Xiaobei Chen is an official of the CCP as required by Item 16I(b)(4) of the Form 20-F.

In response to the Staff’s comment,
the Company further revised its proposed disclosure under Item 16I(b)(4) in an amendment to the 2022 Form 20-F to be filed with
the Commission. The revisions and updates made in response to the Staff’s comment are marked (with deletions shown in strikethrough
and additions underlined) against the disclosure in the 2022 Form 20-F for the Staff’s easy reference. To clarify, the revisions
and updates proposed below relate solely to prong (iii) of the previously proposed disclosure under Item 16I and would not affect
the remainder of the previously proposed disclosure under Item 16I contained in the Company’s responses submitted on January 18,
2024.

NIO Inc.

February 20, 2024

Page 2

“ITEM
16I.	     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

(iii) As of the date of this annual
report, none of the members of the board of directors of NIO Inc. or our consolidated foreign operating entities, including the
VIEs, is an official of the Chinese Communist Party, except for Ms. Xiaobei Chen, who is an external director of NIO China designated
by Jianheng New Energy Fund, an entity holding 4.079% equity interests in NIO China, and Jianheng New Energy Fund is designated by Hefei
Construction Co., a PRC state-owned enterprise. Ms. Chen also serves as the deputy general manager and a member of the Chinese Communist
Party Committee of Hefei Construction Co., where she is responsible for the investment management and legal affairs.”

*	     *	     *

If
you have any additional questions or comments regarding the 2022 Form 20-F, please contact the undersigned, chief financial officer
of the Company, at +86 186 2108 8575 or via e-mail at steven.feng@nio.com, or the Company’s U.S. counsel, Yuting Wu of Skadden,
Arps, Slate, Meagher & Flom, at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com. Thank you very much.

 Very truly yours,

  /s/ Wei Feng

  Wei Feng

  Chief Financial Officer

 cc: Yuting Wu, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Kevin Song, Partner, PricewaterhouseCoopers Zhong
Tian LLP

United States securities and exchange commission logo
February 5, 2024
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated January 18, 2024
File No. 001-38638
Dear Steven Feng:
            We have reviewed your January 18, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 13,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 171
1.We note your proposed revision in response to comment 1. Please further revise to clarify
whether or not Xiaobei Chen is an official of the CCP as required by Item 16I(b)(4) of the
Form 20-F.

 FirstName LastNameSteven Feng
 Comapany NameNIO Inc.
 February 5, 2024 Page 2
 FirstName LastName
Steven Feng
NIO Inc.
February 5, 2024
Page 2
            Please contact Christopher Dunham at 202-551-3783 or Andrew Mew at 202-551-3377
with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu, Esq.

CORRESP
1
filename1.htm

NIO Inc.

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

January 18, 2024

VIA EDGAR

Mr. Andrew Mew

Mr. Christopher Dunham

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Filed April 28, 2023

    File No. 001-38638

Dear Mr. Mew and Mr. Dunham:

This letter sets forth the
Company’s responses to the comments contained in the letter dated October 13, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “2022 Form 20-F”) and
the Company’s response letters submitted on August 4 and September 1, 2023. The Staff’s comments are repeated below
in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have
the meaning ascribed to such terms in the 2022 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 171

 1. We note your response to comment 1, as well as your response to prior comment 3. Please amend this
section of your filing to disclose the partial ownership NIO China by four state-owned enterprises and outlining any ability, either individually
or collectively, to influence your operations or the direction of your management and policies, including through the nomination of directors.
Please also clarify for us whether Awesome Pilot Limited is affiliated with any government entities. Please further revise to disclose
your conclusion as to whether Xiaobei Chen is an official of the CCP and how you considered the material facts underlying this conclusion,
including that she is the director designated by a PRC state-owned enterprise and serves as a member of the Chinese Communist Party Committee
of a PRC state-owned enterprise. Please further revise to identify this PRC state-owned enterprise, outline XiaoBei Chen’s roles
and responsibilities within the CCP committee as well as the enterprise, and disclose whether she is a CCP member.

NIO Inc.

January 18, 2024

Page 2

In response to the Staff’s comment,
the Company respectfully proposes to include the following disclosure, reflecting revisions and updates in response to the Staff’s
comment, under Item 16I in an amendment to the 2022 Form 20-F to be filed with the Commission. The revisions and updates made in
response to the Staff’s comment are marked (with deletions shown in strikethrough and additions underlined) for the Staff’s
easy reference.

“ITEM
16I.	     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

On December 16, 2021, the PCAOB
issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public
accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination. In May 2022,
NIO Inc. was conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our annual report
on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB removed mainland China and Hong
Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. As a
result, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report for the
fiscal year ended December 31, 2022.

As of the date of this annual report:

(i) To our knowledge, except
for NIO Holding Co., Ltd. (“NIO China”), no governmental entities in the Cayman Islands, China (including Hong
Kong SAR), Germany, the United States, or the Netherlands owns shares of NIO Inc. or its principal consolidated foreign operating
entities, including the VIEs.

NIO China is a PRC entity in which
we hold 92.114% controlling equity interests. The other shareholders of NIO China are (a) Hefei Jianheng New Energy Automobile Investment
Fund Partnership (Limited Partnership) (“Jianheng New Energy Fund”), a limited liability partnership designated by Hefei
City Construction and Investment Holding (Group) Co., Ltd. (“Hefei Construction Co.”), a PRC state-owned enterprise;
(b) Advanced Manufacturing Industry Investment Fund II (Limited Partnership) (“Advanced Manufacturing Industry Investment
Fund”), a limited liability partnership designated by CMG-SDIC Capital Co., Ltd., a PRC state-owned enterprise; (c) Anhui
Provincial Sanzhong Yichuang Industry Development Fund Co., Ltd. (“Anhui Sanzhong Yichuang”), a limited liability company
designated by Anhui Provincial Emerging Industry Investment Co., Ltd., a PRC state-owned enterprise; and (d) Anhui Jintong
New Energy Automobile II Fund Partnership (Limited Partnership) (“New Energy Automobile Fund”), a limited liability partnership
designated by Anhui Provincial Emerging Industry Investment Co., Ltd., a PRC state-owned enterprise. Jianheng New Energy Fund, Advanced
Manufacturing Industry Investment Fund, Anhui Sanzhong Yichuang and New Energy Automobile Fund (collectively, the “Hefei Strategic
Investors”), which in aggregate hold the remaining 7.886% equity interest in NIO China.

NIO Inc.

January 18, 2024

Page 3

NIO Inc. maintains effective control
over NIO China through its significant shareholdings and corresponding voting rights in NIO China. NIO Inc. and its subsidiaries and
affiliates (the “NIO Parties”) beneficially own 92.114% equity interests in NIO China. Consequently, the NIO Parties hold
a controlling interest and corresponding voting rights in NIO China and have the power to approve all corporate matters that are required
to be approved by NIO China’s shareholders.

NIO
Inc. also has effective control over the board of directors of NIO China through the majority representation and corresponding voting
rights on its board. The current board of directors of NIO China consists of seven members (the “NIO China Directors”), five
of whom are designated by the NIO Parties and serve as directors or executive officers of the NIO Parties (the “NIO Parties Directors”).
The remaining two NIO China Directors are designated by Jianheng New Energy Fund and Advanced Manufacturing Industry Investment Fund
(the “Investor Directors”). Each Investor Director independently exercises voting rights on board matters without
any act-in-concert arrangements between them or among the Hefei Strategic Investors. The Investor Directors do not participate in the
daily operations and management of NIO China outside of their board meeting participation. Moreover, if the aggregate equity holding
of the Hefei Strategic Investors in NIO China is lower than 5%, the Hefei Strategic Investors shall not be entitled to nominate any directors.

In addition, the affirmative votes
of a majority of the NIO China Directors are sufficient to approve most corporate matters, such as the annual budget, the annual final
accounts, and the appointment or removal of the CEO and CFO, in accordance with the Hefei Shareholders Agreement. A limited scope of
significant corporate matters, such as changes in NIO China’s corporate structure, changes to its core business, and amendment
to its articles of association, require the affirmative votes of three-fourths (3/4) of the NIO China Directors for fundamental investor
protection purposes.

(ii) To our knowledge, the
governmental entities in China do not have a controlling financial interest in NIO Inc. or the VIEs; no governmental
entity has a controlling financial interest in NIO Inc. and its consolidated foreign operating entities, including the VIEs.

NIO Inc.

January 18, 2024

Page 4

(iii) To our knowledge, Ms. Xiaobei
Chen, a director of NIO China, is a member of the Chinese Communist Party. Ms. Chen is an Investor Director designated by Jianheng
New Energy Fund, an entity holding 4.079% equity interests in NIO China, and Jianheng New Energy Fund is designated by Hefei Construction
Co., a PRC state-owned enterprise. Ms. Chen also serves as the deputy general manager and a member of the Chinese Communist Party
Committee of the Hefei Construction Co., where she is responsible for the investment management and legal affairs.

However, there is no official definition
or guidance under written laws and regulations in China regarding whether members of CCP committees of state-owned enterprises are considered
“CCP officials” and the interpretation and application of the term “CCP officials” may differ depending on the
specific context. Due to the ambiguity surrounding whether, in relation to Item 16I(b)(4), Ms. Xiaobei Chen qualifies as a CCP official
in her capacity as a member of the CCP Committee of a PRC state-owned enterprise, we are not in a position to conclude that Ms. Chen
is an “official” of the CCP.

Therefore,
except for the uncertainty noted above, none of the members of the board of directors of NIO Inc. or our consolidated foreign
operating entities, including the VIEs, is an official of the Chinese Communist Party as of the date of this annual report to
our knowledge.

(iv) To our knowledge,
None of the currently effective memorandum and articles of association (or equivalent organizing document) of NIO Inc. and its consolidated
foreign operating entities, including the VIEs, contains any charter of the Chinese Communist Party.”

In addition, in response to the Staff’s
comment regarding Awesome Pilot Limited’s affiliations with government entities, the Company further clarifies that Awesome Pilot
Limited is not affiliated with any government entities.

*	          *     	     *

If
you have any additional questions or comments regarding the 2022 Form 20-F, please contact the undersigned, chief financial officer
of the Company, at +86 186 2108 8575 or via e-mail at Steven.feng@nio.com, or the Company’s U.S. counsel, Yuting
Wu of Skadden, Arps, Slate, Meagher & Flom, at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com. Thank you very
much.

    Very truly yours,

    /s/ Wei Feng

    Wei Feng

    Chief Financial Officer

 cc: Yuting Wu, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Kevin
Song, Partner, PricewaterhouseCoopers Zhong Tian LLP

CORRESP
1
filename1.htm

NIO Inc.

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

December 29, 2023

VIA EDGAR

Andrew Mew

Christopher Dunham

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31,
2022

Filed April 28, 2023

  File
                                            No. 001-38638

Dear Mr. Mew and Mr. Dunham,

The Company has received the
letter dated October 13, 2023 from the staff of the Securities and Exchange Commission (the “Commission”) regarding
the Company’s Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 28, 2023 (the
 “2022 Form 20-F”). The Company respectfully submits to request an extension to the deadline for responding to
the letter due to additional time needed to prepare a thorough response in light of the holiday season. The Company will provide its response
to the letter as soon as possible, in any event no later than January 18, 2024.

If you have any additional
questions or comments regarding the 2022 Form 20-F, please contact the undersigned, chief financial officer of the Company, at +86
186 2108 8575 or via e-mail at Steven.feng@nio.com, or the Company’s U.S. counsel, Yuting Wu of Skadden, Arps, Slate, Meagher &
Flom, at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com. Thank you very much.

    Very truly yours,

    /s/ Wei Feng

    Wei Feng

    Chief Financial Officer

cc: Yuting Wu, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Kevin Song, Partner, PricewaterhouseCoopers Zhong
Tian LLP

United States securities and exchange commission logo
October 13, 2023
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated September 1, 2023
File No. 001-38638
Dear Steven Feng:
            We have reviewed your September 1, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 24,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 171
1.We note your response to comment 1, as well as your response to prior comment 3.
Please amend this section of your filing to disclose the partial ownership NIO China by
four state-owned enterprises and outlining any ability, either individually or collectively,
to influence your operations or the direction of your management and policies, including
through the nomination of directors.  Please also clarify for us whether Awesome Pilot
Limited is affiliated with any government entities.  Please further revise to disclose your
conclusion as to whether Xiaobei Chen is an official of the CCP and how you considered
the material facts underlying this conclusion, including that she is the director designated
by a PRC state-owned enterprise and serves as a member of the Chinese Communist Party
Committee of a PRC state-owned enterprise.  Please further revise to identify this PRC
state-owned enterprise, outline XiaoBei Chen’s roles and responsibilities within the CCP

 FirstName LastNameSteven Feng
 Comapany NameNIO Inc.
 October 13, 2023 Page 2
 FirstName LastName
Steven Feng
NIO Inc.
October 13, 2023
Page 2
committee as well as the enterprise, and disclose whether she is a CCP member.
            Please contact Christopher Dunham at 202-551-3783 or Andrew Mew at 202-551-3377
with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu, Esq.

CORRESP
1
filename1.htm

NIO Inc.

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

September 1, 2023

VIA EDGAR

Tyler Howes

Christopher Dunham

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31,
2022

    Filed April 28, 2023

    File No. 001-38638

Dear Mr. Howes and Mr. Dunham:

This letter sets forth the
Company’s responses to the comments contained in the letter dated August 24, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “2022 Form 20-F”) and
the Company’s response letter submitted on August 4, 2023. The Staff’s comments are repeated below in bold and are followed
by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to
such terms in the 2022 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 171

 1. Please clarify for us whether or not Xiaobei Chen is an official of the CCP as required by Item 16I(b)(4) of
the Form 20-F. In this regard we note your response to comment 2 that “except for Xiaobei Chen, none of the investor-designated
directors of the Company’s other consolidated operating entities is a party official” and that you describe Xiaobei Chen as
 “a member of the Chinese Communist Party Committee of a PRC state-owned enterprise." Please further explain any discrepancy
between this determination and your disclosure that "none of the members of the board of directors of NIO Inc. or our operating entities,
including the VIEs, is an official of the Chinese Communist Party as of the date of this annual report.”

NIO Inc.

September 1, 2023

Page 2

The Staff’s comment is duly noted.
The Company respectfully submits that Ms. Xiaobei Chen is an investor-designated director of NIO Holding Co., Ltd. and a member
of the Chinese Communist Party (CCP) Committee of a PRC state-owned enterprise. However, there is no clear definition from official sources
or legal guidance under applicable laws and regulations in China regarding her designation as an “official” of the CCP. Nonetheless,
the Company furnished the information to the Staff for the sake of transparency.

According to regulations issued by the
CCP Central Committee, the term “official” refers to individuals holding leadership positions in various departments or institutions
of the Central Committee of the CCP, the Standing Committee of the National People’s Congress, the State Council, the National Committee
of the Chinese People’s Political Consultative Conference, the Central Commission for Discipline Inspection, the National Supervisory
Commission, the Supreme People’s Court, and the Supreme People’s Procuratorate, as well as individuals holding leadership
positions in departments or institutions of the above mentioned authorities at or above the county level. However, it does not explicitly
mention whether members of CCP committees of state-owned enterprises are considered CCP officials.

In addition, there is no explicit definition
or guidance in the Form 20-F or from the Staff regarding the definition or intended scope of “CCP officials” specified
in Item 16I(b)(4) of the Form 20-F. Due to the ambiguity surrounding whether, in relation to Item 16I(b)(4), Ms. Xiaobei
Chen qualifies as a CCP official in her capacity as a member of the CCP Committee of a PRC state-owned enterprise, the Company believes
it would be imprudent to conclude on Ms. Chen’s designation as an “official” of the CCP.

The Company further respectfully submits
that, as there is no clear official definition or guidance regarding the designation of an individual as an official of the CCP as specified
in Item 16I(b)(4), the Company’s understanding and belief at the time of the 2022 Form 20-F filing was that the term “CCP
officials” referred to officials holding leadership positions in the CCP and affiliated governmental or political organizations,
excluding members of the CCP Committee of PRC state-owned enterprises. Therefore, in the 2022 Form 20-F, the Company stated that
 “to the Company’s knowledge, none of the members of the board of directors of NIO Inc. or our operating entities, including
the VIEs, is an official of the Chinese Communist Party as of the date of this annual report.”

However, after receiving the Staff’s
comments contained in the letter dated July 21, 2023, the Company conducted a thorough analysis, consulted its legal counsels and
considered relevant legislative sources regarding the definition and scope of “CCP official.” Based on the analysis, there
is no official definition or guidance under written laws and regulations in China regarding whether members of CCP committees of state-owned
enterprises are considered “CCP officials” and the interpretation and application of the term “CCP officials”
may differ depending on the specific context.

NIO Inc.

September 1, 2023

Page 3

Due to the ambiguity in interpreting
the term and the possibility of members of CCP Committee of PRC state-owned enterprises being considered CCP officials, the Company supplementally
disclosed the underlying facts to the Staff for the sake of transparency. Therefore, in its responses to the Staff comments submitted
on August 4, 2023, the Company provided the identity and background information of the director. This information was furnished to
the Staff not because it identified any inaccurate disclosure in the 2022 Form 20-F, but rather a result of the Company’s decision
to voluntarily provide additional information in accordance with the requirements under Item 16I(b)(4).

*          *          *

If you have any additional
questions or comments regarding the 2022 Form 20-F, please contact the undersigned, chief financial officer of the Company, at +86
186 2108 8575 or via e-mail at Steven.feng@nio.com, or the Company’s U.S. counsel, Yuting Wu of Skadden, Arps, Slate, Meagher &
Flom, at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com. Thank you very much.

    Very truly yours,

    /s/ Wei Feng

    Wei Feng

    Chief Financial Officer

cc: Yuting Wu, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

  Kevin Song, Partner, PricewaterhouseCoopers Zhong
Tian LLP

United States securities and exchange commission logo
August 24, 2023
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated August 4, 2023
File No. 001-38638
Dear Steven Feng:
            We have reviewed your August 4, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 21, 2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 171
1.Please clarify for us whether or not Xiaobei Chen is an official of the CCP as required by
Item 16I(b)(4) of the Form 20-F.  In this regard we note your response to comment 2 that
"except for Xiaobei Chen, none of the investor-designated directors of the Company’s
other consolidated operating entities is a party official" and that you describe Xiaobei
Chen as "a member of the Chinese Communist Party Committee of a PRC state-owned
enterprise."  Please further explain any discrepancy between this determination and your
disclosure that "none of the members of the board of directors of NIO Inc. or our
operating entities, including the VIEs, is an official of the Chinese Communist Party as of
the date of this annual report."

 FirstName LastNameSteven Feng
 Comapany NameNIO Inc.
 August 24, 2023 Page 2
 FirstName LastName
Steven Feng
NIO Inc.
August 24, 2023
Page 2
            Please contact Tyler Howes at 202-551-3370 or Christopher Dunham at 202-551-3783
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu, Esq.

CORRESP
1
filename1.htm

NIO Inc.

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

August 4, 2023

VIA EDGAR

Tyler Howes

Christopher Dunham

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

  Form 20-F for the Fiscal Year Ended December 31, 2022

  Filed April 28, 2023

  File No. 001-38638

Dear Mr. Howes and Mr. Dunham:

This letter sets forth the
Company’s responses to the comments contained in the letter dated July 21, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “2022 Form 20-F”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 171

 1. We note your statement that you reviewed your register of members and public filings made by your shareholders
in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission.
In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications
relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

NIO Inc.

August 4,
2023

Page 2

In connection with the required submission
under paragraph (a) and the required disclosure under (b)(3) of Item 16I, the Company respectfully supplements that it relied
on the Schedules 13G, Schedules 13D, and the amendments thereto (together, the “Beneficial Ownership Reports”) filed by the
Company’s major shareholders. The Company believes such reliance is reasonable and sufficient, because the major shareholders are
legally obligated to report their beneficial ownership on Schedule 13G or Schedule 13D with the Commission.

Based on the examination of the Company’s
register of members as well as the Beneficial Ownership Reports, other than (i) certain holding vehicles and a trust affiliated with
Mr. Bin Li, founder, Chairman and Chief Executive Officer of the Company, as specified below (“Founder Vehicles”), (ii) certain
holding vehicles of Tencent Holdings Limited as specified below (“Tencent Entities”) and (iii) Baillie Gifford &
Co and/or one or more of its investment adviser subsidiaries (“Baillie Gifford Entities”), no shareholder beneficially owned
5% or more of the Company’s total outstanding ordinary shares as of February 28, 2023.

Based on the review of the public filings,
 “Founder Vehicles” include (i) Originalwish Limited, a British Virgin Islands company wholly owned by Mr. Bin Li;
(ii) mobike Global Ltd., a British Virgin Islands company wholly owned by Mr. Bin Li; (iii) NIO Users Trust, a trust incorporated
under the laws of Cayman Islands for which Mr. Bin Li serves as the protector and settlor; (iv) NIO Users Limited, a holding
company controlled by NIO Users Trust; and (v) NIO Users Community Limited, a British Virgin Islands company wholly owned by NIO
Users Limited. Based on the review of Founder Vehicles’ public filings, none of the Founder Vehicles is owned or controlled by a
governmental entity. “Tencent Entities” include Mount Putuo Investment Limited, Image Frame Investment (HK) Limited,
Huang River Investment Limited and Tencent Holdings Limited. Mount Putuo Investment Limited and Huang River Investment Limited are companies
incorporated in the British Virgin Islands, and Image Frame Investment (HK) Limited is a company incorporated in Hong Kong. Each of Image
Frame Investment (HK) Limited, Mount Putuo Investment Limited and Huang River Investment Limited is beneficially owned and controlled
by Tencent Holdings Limited, a Cayman Islands company. Based on the review of Tencent Entities’ public filings, none of the Tencent
entities is owned or controlled by a governmental entity. Baillie Gifford & Co is an asset management business with registered
address in Scotland, UK. Based on the review of Baillie Gifford & Co.’s public filings and to the Company’s best
knowledge, it is not owned or controlled by a governmental entity.

In addition, based on its register of
members as of February 28, 2023, its shareholders included: (i) Deutsche Bank Trust Company Americas, (ii) Founder Vehicles,
(iii) Tencent Entities, (iv) HKSCC Nominees Limited, (v) The Central Depository (Pte) Limited, and (vi) certain small
institutional and individual investors. Deutsche Bank Trust Company Americas is the nominee for the depositary of the Company’s
ADSs and acts as the attorney-in-fact for the ADS holders. HKSCC Nominees Limited is a wholly-owned subsidiary of the Hong Kong Exchanges
and Clearing Limited and acts as a nominee on behalf of other corporate or individual shareholders to hold the class A ordinary shares
of the Company listed on the Hong Kong Stock Exchange. The Central Depository (Pte) Limited is a wholly owned subsidiary of Singapore
Exchange and provides integrated clearing, settlement and depository services for customers in the Singapore stock market and holds shares
listed on the Singapore Exchange on behalf of its depositors. All of the Company’s class A ordinary shares listed on the Singapore
Exchange are held in the Central Depository (Pte) Limited. Given the Company’s large shareholder base across the United States,
Hong Kong and Singapore markets and the active trading volume of the Company’s ADSs and class A ordinary shares, it would present
an undue hardship for the Company to verify the background of each holder of the Company’s ADS and class A ordinary share listed
on these markets, and the Company could only rely on the Beneficial Ownership Reports filed by the beneficial owners of 5% or more of
the Company’s shares to identify the Company’s large shareholders. Based on these public filings, none of the holders who
own 5% or more of the Company’s shares is identified to be a governmental entity. Additionally, based on the examination of publicly
available information of the other small institutional and individual investors, and to the extent applicable, the Company’s regular
investor communication with these institutional and individual investors, none of them is known to the Company to be owned or controlled
by a governmental entity.

NIO Inc.

August 4,
2023

Page 3

Further, as disclosed in the 2022 Form 20-F,
Mr. Bin Li (by himself and through Founder Vehicles), Tencent Entities and Baillie Gifford Entities together held over a majority
of the Company’s aggregate voting power as of February 28, 2023. Based on the foregoing, the Company believes that it is not
owned or controlled by a governmental entity in an applicable foreign jurisdiction and that no governmental entities have a controlling
financial interest in the Company.

In addition, as disclosed in the 2022
Form 20-F, the Company is the primary beneficiary of the VIEs. The Company has the power to direct the activities that most significantly
affect the economic performance of the VIEs and receives the economic benefits of and absorb losses that potentially could be significant
to the VIEs. The shareholders of the VIEs are all natural persons, as disclosed in the 2022 Form 20-F. Therefore, the VIEs are not
owned or controlled by a governmental entity in an applicable foreign jurisdiction, and no governmental entity has a controlling financial
interest in the VIEs.

In connection with the required disclosure
under paragraph (b)(2) of Item 16I, the Company respectfully submits that, as explained above, the Company has a large shareholder
base across the United States, Hong Kong and Singapore markets and it would present an undue hardship for the Company to verify the background
of holders of the Company’s ADSs and class A ordinary shares. Therefore, the Company could only rely on the Beneficial Ownership
Reports filed by the beneficial owners of 5% or more of the Company’s shares to identify the Company’s large shareholders.
Based on these public filings, none of the holders who own 5% or more of the Company’s shares is identified to be a governmental
entity in the Cayman Islands. In addition, based on publicly available information of the other small institutional and individual investors,
and to the extent applicable, the Company’s regular investor communication with these institutional and individual investors, none
of them is known to the Company to be owned or controlled by a governmental entity in the Cayman Islands. Therefore, to the Company’s
knowledge, no governmental entities in the Cayman Islands owns any share of the Company.

NIO Inc.

August 4,
2023

Page 4

The Company respectfully submits that
it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.

 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken
to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese
Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees
of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.

Directors of NIO Inc.

The Company respectfully submits to
the Staff that, as part of the Company’s annual compliance and reporting procedures for Form 20-F preparation and filing, the
Company has required all of its directors to complete a questionnaire, which asks a series of questions under various categories covering
the director’s personal background, business experience, financial/shareholding status with respect to the Company, etc., including
a question seeking clarification on whether the applicable director is an official of the Chinese Communist Party. Each director of NIO
Inc. has confirmed that he or she is not such official in their respective questionnaires. By signing such questionnaire, each director
has certified the accuracy of his or her responses to the questionnaire, which the Company believes is sufficient basis and support.

Directors of the VIEs and the Company’s
Other Consolidated Operating Entities

The Company further respectfully submits
that the directors of the VIEs and the Company’s other consolidated operating entities are either (i) NIO Inc.’s director,
(ii) employee of the Company or its subsidiaries, or (iii) in the case of certain other consolidated operating entities, investor-designated
director.

(i) For directors of NIO Inc.,
their status as party official is confirmed based on the procedure and certifications described above.

(ii) For directors that are employees
of the Company or its subsidiaries, as part of their employment onboarding process, they are required to provide their background information,
including any party affiliation, to the Company. Such information is stored and tracked in the Company’s HR record management system.
These employee directors have also represented to the Company in their respective employment agreements that the information they provided
to the Company during the employment onboarding process is true and accurate. Based on information collected from these directors and
their representations, the Company believes that none of them is a party official.

NIO Inc.

August 4,
2023

Page 5

(iii) With
respect to the investor-designated directors, the Company confirms party official status based on publicly available information regarding
these individuals and information provided by them, as well as advice of the Company’s PRC legal counsel. The Company believes that,
except for Xiaobei Chen, none of the investor-designated directors of the Company’s other consolidated operating entities is a party
official. Xiaobei Chen is an investor-designated director of NIO Holding Co., Ltd. and a member of the Chinese Communist Party
Committee of a PRC state-owned enterprise. This enterprise is a limited partner of Jianheng New Energy Fund, which holds less than 5%
minority equity interest in NIO Holding Co., Ltd.

As explained above, except for investor-designated
directors of certain other consolidated operating entities of the Company, directors of NIO Inc. and directors of the Company’s
VIEs and other consolidated operating entities are required to confirm their party affiliation with the Company and to certify/represent
on such information. As to the investor-designated directors, the Company has relied on publicly available information, information provided
by these individuals and advice of the Company’s PRC legal counsel. The Company believes it has reasonable and sufficient basis
and support for its submission.

Except as mentioned above, the Company
respectfully submits that it did not rely upon any other legal opinions or third party certifications such as affidavits as the basis
of its submission.

 3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided for
 “NIO Inc. or the VIEs.” We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong Kong and countries outside China that are not included in your VIEs. Please note that Item 16I(b) requires that
you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar
structures.

 ● With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated
foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated
operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your
supplemental response.

The Company respectfully submits that
the jurisdictions in which the Company’s principal consolidated foreign operating entities are incorporated include China (including
Hong Kong SAR), Germany, the United States, Netherlands, and the Cayman Islands. Except for (i) the VIEs, (ii) NIO AI Technology
Limited, a Cayman Islands entity in which the Company holds 96.970% equity interest (“NIO AI Technology Limited”), and its
wholly-owned subsidiary, NIO AI Technology Limited, a Hong Kong entity in which the Company indirectly holds 96.970% equity interest through
NIO AI Technology Limited, (iii) NIO Holding Co., Ltd., a PRC entity in which the Company holds 92.114% equity interest, and
(iv) XTRONICS (Nanjing) Automotive Intelligent Technologies Co., Ltd., a PRC entity in which the Company holds 50% equity interest,
the Company holds 100% equity interests in all other principal consolidated foreign operating subsidiaries.

NIO Inc.

August 4,
2023

Page 6

To the knowledge of the Company, Awesome
Pilot Limited, which holds the remaining 3.030% equity interest of NIO AI Technology Limited, is not a Cayman Islands government entity.

The other shareholders of NIO Holding
Co., Ltd. are Jianheng New Energy Fund, Advanced Manufacturing Industry Investment Fund, New Energy Automobile Fund and Anhui Provincial
Sanzhong Yichuang Industry Development Fund Co., Ltd. These entities collectively hold the remaining 7.886% equity interest of NIO
Holding Co., Ltd. and are referred to as the Hefei Strategic Investors in the 2022 Form 20-F. As disclosed

United States securities and exchange commission logo
July 21, 2023
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 28, 2023
File No. 001-38638
Dear Steven Feng:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
             Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
             After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 171
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a).  Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission.  In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For

 FirstName LastNameSteven Feng
 Comapany NameNIO Inc.
 July 21, 2023 Page 2
 FirstName LastName
Steven Feng
NIO Inc.
July 21, 2023
Page 2
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for “NIO Inc. or the VIEs.”  We also note that your list of subsidiaries in Exhibit 8.1
appears to indicate that you have subsidiaries in Hong Kong and countries outside China
that are not included in your VIEs.  Please note that Item 16I(b) requires that you provide
disclosures for yourself and your consolidated foreign operating entities, including
variable interest entities or similar structures.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tyler Howes at 202-551-3370 or Christopher Dunham at 202-551-3783
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu, Esq.

United States securities and exchange commission logo
November 29, 2022
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the period ended December 31, 2021
File No. 1-38638
Dear Steven Feng:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

NIO Inc.

Building 20, 56 Antuo Road

Jiading District, Shanghai 201804

People’s Republic of China

October 21, 2022

VIA EDGAR

Melissa Gilmore

Charles Eastman

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31,
2021

Filed April 28, 2022

File No. 001-38638

Ladies and Gentlemen:

This letter sets forth the
Company’s responses to the comments contained in the letter dated September 22, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2021 filed with the Commission on April 29, 2022 (the “2021 Form 20-F”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

Key Information, page 5

Our Holding Company Structure and Contractual
Arrangements with our VIEs, page 3

 1. Please update your disclosure wherever you discuss the HFCAA to reflect that on August 26, 2022,
the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC to allow
the PCAOB to inspect and investigate completely registered pubic accounting firms headquartered in China and Hong Kong, consistent with
the HFCAA, and that the PCAOB will be required to reassess its determinations by the end of 2022.

NIO Inc.

October 21, 2022

Page 2

In response to the Staff’s comment,
the Company respectfully proposes to revise the disclosure under the sub-section titled “The Holding Foreign Companies Accountable
Act” under Item 3 of its future Form 20-F filings with additions underlined and deletions shown with a strike-through, subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed (if inserted to
the 2021 Form 20-F, such disclosure would have been on page 8).

“The Holding Foreign Companies
Accountable Act

The Holding Foreign Companies Accountable
Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued
by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (United
States), or the PCAOB, for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a
national securities exchange  or in the over-the-counter trading market in the United States. Since our auditor is located in China,
a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is
not currently inspected by the PCAOB, which may impact our ability to remain listed on a United States or other foreign exchanges.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or
investigate completely registered public accounting firms headquartered in the mainland of China and Hong Kong SAR, and our auditor is
subject to this determination. In May 2022, the SEC conclusively listed NIO Inc. as a Commission-Identified Issuer under the HFCAA
following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. In accordance with the HFCAA,
our securities will be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the
United States in 2024, following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2023, if
the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China, or in 2023 if
proposed changes to the law, or the Accelerating Holding Foreign Companies Accountable Act, are enacted. As a result, the NYSE may determine
to delist our securities. The related risks and uncertainties could cause the value of our ADSs to significantly decline. On August 26,
2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance, taking the first step toward opening access
for the PCAOB to inspect and investigate registered public accounting firms headquartered in the mainland of China and Hong Kong SAR.
For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB
is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of
the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections” and “Item
3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs will be prohibited from trading
in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 if the
PCAOB is unable to inspect or fully investigate completely registered public accounting firms auditors
located in China, or in 2023 if proposed changes to the law are enacted. The Such trading prohibition, or
a potential delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.””

NIO Inc.

October 21, 2022

Page 3

The Company also respectfully proposes
to revise the referenced disclosure under the risk factor titled “Our ADSs will be prohibited from trading in the United States
under the HFCAA in 2024 if the PCAOB is unable to inspect or investigate completely registered public accounting firms located in China,
or in 2023 if proposed changes to the law are enacted. Such trading prohibition, or a potential delisting of our ADSs, or the threat of
their being delisted, may materially and adversely affect the value of your investment” in its future Form 20-F filings with
additions underlined and deletions shown with a strike-through, subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed (if inserted to the 2021 Form 20-F, such disclosure would have been on pages 51
and 52).

“The HFCAA was signed into law
on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public
accounting firm that has not been subject to inspection for the PCAOB for three consecutive years beginning in 2021, the SEC shall will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the
United States. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of
the HFCAA, pursuant to which the SEC will identify an issuer as a “Commission Identified Issuer” if the issuer has filed
an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable
to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a
Commission-Identified Issuer for three consecutive years. On December 16, 2021, the PCAOB issued a report to notify the SEC of
its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in the
mainland of China and Hong Kong SAR, and our auditor is subject to this determination. The PCAOB
identified our auditor as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate
completely. Therefore, we expect to be identified as a “Commission Identified Issuer” shortly after the filing of this
annual report on Form 20-F. In May 2022, the SEC conclusively listed NIO Inc. as a Commission-Identified
Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In accordance with the HFCAA, our securities will be prohibited from being traded on a national securities exchange or in the
over-the-counter trading market in the United States in 2024, following the filing of our annual report on Form 20-F for the
fiscal year ended December 31, 2023, if the PCAOB is unable to inspect or investigate completely PCAOB-registered public
accounting firms headquartered in China, or in 2023 if proposed changes to the law, or the Accelerating Holding Foreign Companies
Accountable Act, are enacted. As a result, the NYSE may determine to delist our securities.

NIO Inc.

October 21, 2022

Page 4

On
August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance, taking the first step toward
opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in the mainland of China and
Hong Kong SAR. In addition, by the end of 2022, the PCAOB is required to assess whether the mainland of China and Hong Kong SAR each remains
a jurisdiction where the PCAOB is not able to inspect and investigate completely auditors registered with the PCAOB. Whether
the PCAOB will be able to satisfactorily conduct inspections of our auditor  PCAOB-registered public accounting
firms headquartered in China before the issuance of our financial statements on Form 20-F for the year ending December 31,
2023 which is due by April 30, 2024, or at all, is subject to substantial uncertainty and depends on a number of factors out of our,
and our auditor’s, control. If our shares and ADSs are prohibited from trading in the United States, there is no certainty that
we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. Such a prohibition
would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with
delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise
capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.”

In addition, the Company undertakes
to ensure that the disclosure in its future filings will reflect the then current regulatory landscape related to the Statement of Protocol,
whether its auditor is subject to the PCAOB’s reassessed determinations, and whether and how the HFCAA and related regulations will
affect the Company, as appropriate in the circumstances.

 2. Please disclose prominently in Item 3 that you also conduct operations through your consolidated VIE,
Prime Hubs. Please also consider adding Prime Hubs to your organizational chart located on page 6.

The Company respectfully advises the
staff that the Company does not conduct its operations through Prime Hubs. Prime Hubs is a holding vehicle that was established to facilitate
the adoption of the Company’s employee stock incentive plans in which the Company has no equity interests. As disclosed on page F-12
of the 2021 Form 20-F, as of December 31, 2020 and 2021, other than holding certain Class A Ordinary Shares of the Company
under the Company’s Prime Hubs Restricted Shares Plan, Prime Hubs did not have any operations, nor any material assets or liabilities.
As of the same dates, all restricted shares granted under the Company’s Prime Hubs Restricted Shares Plan had been fully vested.
The Company further clarifies that the Company does not plan to rely on Prime Hubs to conduct any business operations going forward. As
such, the Company respectfully submits to the Staff that the Company does not believe it is required to add Prime Hubs to its organizational
chart in future filings of its annual report on Form 20-F.

NIO Inc.

October 21, 2022

Page 5

D. Risk Factors, page 25

 3. We note your risk factor and subsequent event disclosures that your vehicle delivery and production
have been impacted by the supply chain volatilities. We also note conflicts in Ukraine and the imposition of broad economic sanctions
on Russia could raise energy prices and disrupt global markets. Please tell us and address in future filings, the following:

 · Revise to further discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of operations or capital resources and quantify, to the
extent possible, how your sales, profits, and/or liquidity have been impacted.

 · Revise to discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any.
Explain whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory
approval of products.

In response to the Staff’s comment,
the Company respectfully proposes to revise the risk factor titled “[w]e are dependent on our suppliers, many of whom are our single
source suppliers for the components they supply” in its future Form 20-F filings with additions underlined and deletions shown
with a strike-through, subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclosed (if inserted to the 2021 Form 20-F, such disclosure would have been on page 25):

“We are dependent on our suppliers,
many of whom are our single source suppliers for the components they supply.

Each of our vehicle models uses a great
amount of purchased parts from suppliers, many of whom are currently our single source suppliers for these components, and we expect that
this will be similar for any future vehicle we may produce. The supply chain exposes us to multiple potential sources of delivery failure
or component shortages. While we obtain components from multiple sources whenever possible, similar to other players in our industry,
many of the components used in our vehicles are purchased by us from a single source. To date, we have not qualified alternative sources
for most of the single sourced components used in our vehicles and we generally do not maintain long-term agreements
with some of our single source suppliers.

NIO Inc.

October 21, 2022

Page 6

Furthermore, qualifying alternative suppliers
or developing our own replacements for certain highly customized components of our vehicles, such as the air suspension system
and the steering system, may be time-consuming and costly. Any disruption in the supply of components, whether or not from a
single source supplier, could temporarily disrupt the production of our vehicles until an alternative supplier is fully qualified by
us or is otherwise able to supply us with the required material. There can be no assurance that we would be able to successfully retain
alternative suppliers or supplies on a timely basis, on acceptable terms or at all. Changes in business conditions, force majeure, governmental
changes and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability
to deliver components to us on a timely basis. For example, the current global supply constraint of semiconductor chips has negatively
impacted our production activity and volume, as a result of which, we temporarily suspended the vehicle production activity in the JAC-NIO
manufacturing plant in Hefei for five working days starting from March 29, 2021. In May 2021, our vehicle delivery was adversely
impacted for several days due to the volatility of semiconductor supply and certain logistical adjustments. In April 2022, we suspended
our vehicle production as a result of the component shortages. In July 2022, the production of our ET7 and EC6 was constrained
by the short supply of casting parts. In addition, the COVID-19 pandemi

CORRESP
1
filename1.htm

    NIO Inc.

    Building 20, 56 Antuo Road

    Jiading District, Shanghai 201804

    People’s Republic of China

September 26, 2022

VIA EDGAR

Melissa Gilmore

Charles Eastman

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO
                                            Inc. (the “Company”)

    Form 20-F
                                            for the Fiscal Year Ended December 31, 2021

    Filed
                                            April 28, 2022

    File
                                            No. 001-38638

Ladies and Gentlemen:

NIO Inc. (the “Company”)
has received the letter dated September 22, 2022 from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the Company’s Form 20-F for the fiscal year ended December 31, 2021 (the “2021 Form 20-F”).
The Company respectfully submits to the Staff to request an extension of 10 business days to the deadline for responding to the letter.
This is due to the upcoming National Day public holidays in China that run from October 1, 2022 through October 7, 2022, resulting
in additional time required to gather sufficient information and prepare thorough responses to address certain comments in the letter.
The Company will provide its response to the letter via EDGAR as soon as possible prior to October 21, 2022.

If
you have any additional questions or comments regarding the 2021 Form 20-F, please contact the Company’s U.S. counsel, Yuting
Wu of Skadden, Arps, Slate, Meagher & Flom, at +86 21 6193 8225 or via e-mail at yuting.wu@skadden.com, or the
chief financial officer of the Company, Wei Feng, at +86 186 2108 8575 or via e-mail at Steven.feng@nio.com. Thank you very much.

    Very truly yours,

    /s/ Wei Feng

    Wei Feng

    Chief Financial Officer

cc: Yuting Wu, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

  Kevin
Song, Partner, PricewaterhouseCoopers Zhong Tian LLP

United States securities and exchange commission logo
September 22, 2022
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the period ended December 31, 2021
File No. 1-38638
Dear Mr. Feng:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the period ended December 31, 2021
Key Information, page 5
1.Please update your disclosure wherever you discuss the HFCAA to reflect that on August
26, 2022, the PCAOB signed a Statement of Protocol with the China Securities
Regulatory Commission and the Ministry of Finance of the PRC to allow the PCAOB to
inspect and investigate completely registered pubic accounting firms headquartered in
China and Hong Kong, consistent with the HFCAA, and that the PCAOB will be required
to reassess its determinations by the end of 2022.
2.Please disclose prominently in Item 3 that you also conduct operations through your
consolidated VIE, Prime Hubs. Please also consider adding Prime Hubs to your
organizational chart located on page 6.
D. Risk Factors, page 25

 FirstName LastNameSteven Feng
 Comapany NameNIO Inc.
 September 22, 2022 Page 2
 FirstName LastNameSteven Feng
NIO Inc.
September 22, 2022
Page 2
3.We note your risk factor and subsequent event disclosures that your vehicle delivery and
production have been impacted by the supply chain volatilities. We also note conflicts in
Ukraine and the imposition of broad economic sanctions on Russia could raise energy
prices and disrupt global markets. Please tell us and address in future filings, the
following:
•Revise to further discuss whether supply chain disruptions materially affect your
outlook or business goals. Specify whether these challenges have materially impacted
your results of operations or capital resources and quantify, to the extent possible,
how your sales, profits, and/or liquidity have been impacted.
•Revise to discuss known trends or uncertainties resulting from mitigation efforts
undertaken, if any. Explain whether any mitigation efforts introduce new material
risks, including those related to product quality, reliability, or regulatory approval of
products.
B. Business Overview
Power Swap, page 84
4.We note you have numerous power swap stations.  Please describe the cost components of
your battery charging and battery swap infrastructures and tell us where each respective
component including depreciation is recorded in your financial statements.  Additionally,
tell us how you finance your fast-charging vans and where the respective cost components
are recorded in your financial statements.
Results of Operations, page 126
5.We note your discussion of financial results, starting on page 126, that qualitatively
discuss multiple factors that impacted these line items in each respective reporting
period discussed. Please revise to further describe material changes to a line item for the
underlying reasons for such changes in both quantitative and qualitative terms, including
the impact of offsetting factors. Refer to Item 303(b) of Regulation S-K.
Qualitative and quantitative disclosures about market risk
Inflation, page 164
6.We note your disclosure about market risk indicating that inflation could affect your
operating costs and expenses. Please tell us and update this disclosure in future filings if
recent inflationary pressures have materially impacted your operations. In this regard,
identify the types of inflationary pressures you are facing and how your business has been
affected.
2. Summary of Significant Accounting Policies
(4) Revenue Recognition
Battery as a Service (BaaS), page F-20
7.We note your disclosure that under the BaaS, the Group sells battery packs to the Battery

 FirstName LastNameSteven Feng
 Comapany NameNIO Inc.
 September 22, 2022 Page 3
 FirstName LastNameSteven Feng
NIO Inc.
September 22, 2022
Page 3
Asset Company, on a back-to-back basis when the Group sells the vehicle to the BaaS
users and that the promise to transfer the control of the battery packs to the Battery Asset
Company is the only performance obligation in the contract with the Battery Asset
Company for the sales of battery packs.  To help us better understand your disclosure,
please quantify and describe for us any sales of battery packs to the Battery Asset
Company outside of the individual sale of a vehicle.  In your response, tell us the revenue
line item in which these amounts are recognized and explain how these amounts relate to
the the sale of goods to Wuhan Weineng Battery Assets Co. Ltd disclosed on page F-52
for each respective period. Additionally, describe the frequency of these supplemental
sales and how the amount of battery packs sold to the Battery Asset Company are
determined.
Battery Swapping Service, page F-21
8.We note your disclosure that your "battery swapping service is in substance a charging
service instead of non-monetary exchanges or sales of battery packs as the battery packs
involved in such swapping are the same in capacity and very similar in performance."  To
help us better understand your disclosure, tell us how revenues and the related cost of
sales are recognized for the batteries used in the swapping service.  In your response,
please tell us where the batteries made available for this service appear on the balance
sheet and which line item includes respective depreciation expense.  Additionally,
describe your related depreciation method, if material.
10. Long-term investments, page F-32
9.We note your 19.8% equity interest in the Battery Asset Company which you account for
under the equity method.  Please provide us your analysis as to whether Battery Asset
Company is a variable interest entity (VIE), pursuant to ASC 810-10-15-14.  Include in
your response the following:
1.An explanation of the design and purpose of Battery Asset Company;
2.The identity of the other shareholders of Battery Asset Company, and a description
of the related party relationships;
3.Your consideration as to whether your guarantee for the default of monthly fee
subscription fees or other implicit guarantee was designed to protect equityholders
from absorbing expected losses; and
4.To the extent Battery Asset Company is a VIE, provide us your analysis as to the
determination of the primary beneficiary (ASC 810-10-25-38A) and consideration
for disclosures (ASC 810-10-50).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Melissa Gilmore at (202) 551-
3777 with any questions.

 FirstName LastNameSteven Feng
 Comapany NameNIO Inc.
 September 22, 2022 Page 4
 FirstName LastName
Steven Feng
NIO Inc.
September 22, 2022
Page 4
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 10, 2020
Wei Feng
Chief Financial Officer
NIO Inc.
Building 20, No. 56 AnTuo Road
Anting Town, Jiading District Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the Year Ended December 31, 2019
Filed May 14, 2020
File No. 001-38638
Dear Mr. Feng:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

NIO Inc.

Building 20, No. 56 AnTuo Road

Anting Town, Jiading District Shanghai
201804

People’s Republic of China

September 3, 2020

VIA EDGAR

Heather Clark

Melissa Raminpour

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: NIO Inc. (the “Company”)

Form 20-F for Fiscal Year Ended
December 31, 2019

Filed on May 14, 2020

File No. 001-38638

Dear Mr. Clark and Ms. Raminpour:

This letter sets forth
the Company’s responses to the comments contained in the letter dated August 24, 2020 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the
fiscal year ended December 31, 2019 filed with the SEC on May 14, 2020 (the “2019 Form 20-F”). The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not
defined in this letter shall have the meaning ascribed to such terms in the 2019 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2019

Item 11. Quantitative and Qualitative
Disclosures about Market Risk

Interest Rate Risk, page 139

 1. Your disclosures regarding market risk do not appear to comply with the requirements outlined
in Part I, Item 11 of the Form 20- F instructions. Given the substantial amount of debt on your balance sheet (many with floating
interest rates per Note 12), please revise your discussion of market risk (specifically related to interest rate risk) to provide
a more robust discussion of the effects of interest rate risks on your results of operations and financial condition. Please ensure
that it is presented in one of the formats outlined in Part I, Item 11(a) of Form 20-F.

In response to the Staff’s
comment, the Company proposes to replace the interest rate risk disclosure in the 2019 Form 20-F with the disclosure substantially
in the form below in its future Form 20-F filings to provide a more robust discussion of the effects of interest rate risks on
our results of operations and financial condition:

“Interest Rate Risk

Our exposure to interest rate
risk relates primarily to the interest rates associated with the outstanding convertible notes we issued and bank loans that bear
floating interest rates. The interest rate risk may result from many factors, including government monetary and tax policies, domestic
and international economic and political considerations, and other factors that are beyond our control. We may incur additional
loans or other financing facilities in the future. The objective of interest rate risk management is to minimize financial costs
and uncertainties associated with interest rate changes. We strive to effectively manage our interest rate risk by periodic monitoring
and responding to risk factors on a timely basis, improve the structure of long-term and short-term borrowings and maintain the
appropriate balance between loans with floating interest rates and fixed interest rates.

We are subject to interest rate
sensitivity on our outstanding 2024 Notes, Affiliate Notes and 2021 Notes. We account for our convertible notes on an amortized
cost basis and our recognized value of the convertible notes does not reflect changes in fair value. Also, because convertible
notes we have issued either bear interest at a fixed rate or bear no interest, we have not incurred financial statement impact
resulting from changes in interest rates. However, changes in market interest rates impact the fair value of the convertible notes
along with other variables such as our credit spreads and the market price and volatility of our ADSs and ordinary shares. Increases
in market interest rates would result in a decrease in the fair value of our outstanding convertible notes and decreases in market
interest rates would result in an increase in the fair value of our outstanding convertible notes. For information on the maturities
and other contractual terms of our convertible notes, see “Item 4. Information on the Company—A. History and Development
of the Company.”

With regard to interest rate
sensitivity on our bank loans, we present the sensitivity analysis below based on the exposure to interest rates for interest bearing
bank loans with variable interest rates as of December 31, 20[19]. The analysis is prepared assuming that those balances outstanding
as of December 31, 20[19] were outstanding for the whole financial year. A 1.0% increase or decrease which represents the management’s
assessment of the reasonably possible change in interest rates is used. Assuming no change in the outstanding balance of our existing
interest bearing bank loans balances with floating interest rates as of December 31, 20[19], a 1.0% increase or decrease in each
applicable interest rate would add or deduct RMB[15.9] million (US$[2.3] million) to our interest expense for the year ended December
31, 20[19]. We have not used any derivative financial instruments to manage our interest risk exposure.

In addition, we may from time
to time invest in interest-earning instruments. Investments in both fixed rate and floating rate interest-earning instruments carry
certain interest rate risk associated with our investment return. Fixed rate securities may have their fair market value adversely
impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates
fall.”

    2

Financial Statements

Notes to Consolidated Financial Statements

12. Borrowings, page F-30

 2. Please reconcile your amounts in the table on page F-30 to the amounts detailed below in the
footnote for bank loans and convertible notes. In this regard, you have disclosed RMB6,482,604 of convertible notes in the table
for both short and long-term convertible notes. However, the narrative in section (ii) discloses amounts in US dollars. Please
consider also discussing amounts in RMB.

The Company respectfully submits
to the Staff the following reconciliations for the disclosures of its bank loans and convertible notes as of December 31, 2019.

Short-term bank loan

As of December 31, 2019, the
Company had the short-term bank loans with the aggregated amount of RMB 188,000 as presented in the table on page F-30, which includes
(1) the short-term bank loans from several banks with the aggregated amount of RMB 128,000; and (2) the bank acceptance notes of
RMB 60,000, as disclosed in the footnote (i) below the table on page F-30.

Long-term bank loan and current
portion of long-term bank loan

The Company submits the following
tabular reconciliation for its long-term bank loans and the current portion of long-term bank loans as of December 31, 2019. The
information for each bank loan is extracted from the footnote (iii) on page F-31 and the total amount can be reconciled with the
table on page F-30. The Company has also included the current portion for each bank loan according to the respective repayment
schedules in below reconciliation. The amounts are presented in thousands in RMB.

    Ref.
    Date of borrowing
    Lender/Banks

        Maturity/

        Repayment date

    As of December 31, 2019

    Outstanding loan
    Current portion according to the repayment schedule
    Long-term portion

    1
    May 17, 2017
    Bank of Nanjing
    May 17, 2022
    475,382
    200,000
    275,382

    2
    September 28, 2017
    China Merchants Bank
    September 14, 2021
    96,000
    8,000
    88,000

    3
    February 2, 2018
    China CITIC Bank
    February 1, 2021
    44,500
    10,000
    34,500

    4
    August 17, 2018
    China CITIC Bank
    March 7, 2021
    49,500
    10,000
    39,500

    5
    November 30, 2018
    Bank of Shanghai
    November 30, 2021
    4,102
    1,014
    3,088

    6
    December 24, 2018
    Bank of Shanghai
    November 30, 2021
    32,305
    7,695
    24,610

    7
    September 7, 2016
    Nanjing Xingzhi
    May 16, 2018
    -
    -
    -

    8
    January 3, 2019
    Bank of Shanghai
    November 30, 2021
    16,145
    3,855
    12,290

    9
    January 10, 2019
    Bank of Shanghai
    November 30, 2021
    32,305
    7,695
    24,610

    10
    January 17, 2019
    Bank of Shanghai
    November 30, 2021
    32,305
    7,695
    24,610

    11
    January 24, 2019
    Bank of Shanghai
    November 30, 2021
    28,257
    6,743
    21,514

    12
    March 25, 2019
    Bank of Shanghai
    November 30, 2021
    128,353
    28,862
    99,491

    13
    March 27, 2019
    Bank of Shanghai
    November 30, 2021
    42,777
    9,631
    33,146

    14
    March 29, 2019
    Hankou Bank
    March 29, 2022
    199,000
    2,000
    197,000

    15
    June 26, 2019
    Bank of Shanghai
    November 30, 2021
    18,072
    3,855
    14,217

    16
    September 11, 2019
    Bank of Shanghai
    November 30, 2021
    73,587
    15,391
    58,196

    Total

    1,272,590
    322,436
    950,154

    3

Convertible notes

The Company submits the following
tabular reconciliation for its convertible notes and the current portion of convertible notes as of December 31, 2019. The information
for each convertible note is extracted from the footnote (ii) on page F-30 and the total amount in RMB can be reconciled with the
table on page F-30. The Company has also included the current portion for each convertible note according to the respective repayment
schedules in below reconciliation. The amounts are presented in both RMB thousand and US dollars thousand. The Company further
advises the Staff that it will disclose the amounts in RMB for the convertible notes in its future filings.

    Ref.
    Description
    As of December 31, 2019

    Current portion according to the repayment schedule
    Long-term portion

    US dollar
    RMB
    US dollar
    RMB

    1
    Convertible senior notes issued on January 30, 2019
    -
    -
    742,385
    5,179,027

    2
    Convertible senior notes issued to Tencent and Mr. Bin Li on September 5, 2019
    100,000
    697,620
    86,861
    605,957

    Total
    100,000
    697,620
    829,246
    5,784,984

 3. In connection with the 2019 Notes, you entered into capped call transactions and recorded RMB1.9
billion to additional paid-in capital. Please provide us an analysis supporting your accounting treatment and include reference
to authoritative literature considered.

The Company respectfully advises
the Staff that along with the 2019 Notes, the Company performed the following accounting assessment with respects to the capped
call and zero-strike call option transactions in accordance with ASC 815:

The capped call and zero-strike
call option transactions are separately negotiated and entered into by the Company with the counterparties. These transactions
do not change the Notes holders’ rights and Notes holders will not have any rights associated with these transactions. Based
on the assessment under ASC 815-10-15, the Company determined that the 2019 Notes, the capped call and zero-strike call option
transactions (1) entail different risks; and (2) have valid business purposes and economic needs for structuring the transactions,
separately and therefore concluded that the capped call zero-strike call option transactions should be accounted for as separate
transactions from the 2019 Notes.

In assessing the capped call
transaction, the Company determined that although the capped call option meets characteristics of derivatives in accordance with
ASC 815-10-15-83, it meets the scope exception as provided by ASC 815-10-15-74 that the capped call option is (1) indexed to the
own stock of the Company; and (2) classified equity with all of the following features being considered:

 · the contract does not provide for net cash settlement;

 · The contract permits the Company to settle in unregistered
shares and no registration rights are provided;

 · The Company has sufficient authorized and unissued
shares available to settle the capped call option;

 · There is an explicit cap on the number of shares to
be delivered in a share settlement;

 · There are no such requirements to indemnify the holder
from a loss resulting from a subsequent sale of the purchased shares; and

 · There is no such requirement in the contract to post
collateral.

Therefore, the capped
call transaction is not accounted for as a derivative instrument and is classified as an equity instrument. The amount paid for
the capped call transaction was accounted for as the reduction to the additional paid-in capital within stockholders’ equity.

*	         *	         *

    4

The
Company hereby acknowledges that

 Ÿ the Company is responsible for the adequacy and accuracy
of the disclosure in the filing;

 Ÿ staff comments or changes to disclosure in response
to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 Ÿ the Company may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any additional
questions or comments regarding the 2019 20-F, please contact the undersigned at +86 21-6908 3306.

    Very truly yours,

    /s/
Wei Feng

    Wei Feng

Chief
Financial Officer

 cc: Z. Julie Gao, Esq., Partner, Skadden, Arps, Slate, Meagher
 & Flom LLP

Kevin
Song, Partner, PricewaterhouseCoopers Zhong Tian LLP

    5

United States securities and exchange commission logo
August 24, 2020
Wei Feng
Chief Financial Officer
NIO Inc.
Building 20, No. 56 AnTuo Road
Anting Town, Jiading District Shanghai 201804
People’s Republic of China
Re:NIO Inc.
Form 20-F for the Year Ended December 31, 2019
Filed May 14, 2020
File No. 001-38638
Dear Mr. Feng:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2019
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk, page 139
1.Your disclosures regarding market risk do not appear to comply with the requirements
outlined in Part I, Item 11 of the Form 20- F instructions.  Given the substantial amount of
debt on your balance sheet (many with floating interest rates per Note 12), please revise
your discussion of market risk (specifically related to interest rate risk) to provide a more
robust discussion of the effects of interest rate risks on your results of operations and
financial condition.  Please ensure that it is presented in one of the formats outlined in Part
I, Item 11(a) of Form 20-F.

 FirstName LastNameWei Feng
 Comapany NameNIO Inc.
 August 24, 2020 Page 2
 FirstName LastName
Wei Feng
NIO Inc.
August 24, 2020
Page 2
Financial Statements
Notes to Consolidated Financial Statements
12. Borrowings, page F-30
2.Please reconcile your amounts in the table on page F-30 to the amounts detailed below in
the footnote for bank loans and convertible notes.  In this regard, you have disclosed RMB
6,482,604 of convertible notes in the table for both short and long-term convertible notes.
However, the narrative in section (ii) discloses amounts in US dollars.  Please consider
also discussing amounts in RMB.
3.In connection with the 2019 Notes, you entered into capped call transactions and recorded
RMB 1.9 billion to additional paid-in capital.  Please provide us an analysis supporting
your accounting treatment and include reference to authoritative literature considered.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Heather Clark at 202-551-3624 or Melissa Raminpour at 202-551-3379
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Underwriters acceleration request

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

U.S.A.

 Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

 2 Queens Road

Central, Hong Kong

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179 U.S.A.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

 One
Bryant Park

 New York, New York 10036

 Deutsche Bank
Securities Inc.

 60 Wall Street

 New York, New York 10005
U.S.A.

 Citigroup Global Markets Inc.

 388 Greenwich Street,

 New York, New York 10013

 Credit Suisse Securities (USA)
LLC

 Eleven Madison Avenue

 New York, New York 10010

UBS Securities LLC

 1285 Avenue of the Americas

New York, New York 10019

 As representatives of the prospective
underwriters

 VIA EDGAR

September 7, 2018

 Office of Transportation
and Leisure

 Division of Corporation Finance

 U.S.
Securities & Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Attention:
 Ms. Anne Nguyen Parker

 Ms. Sonia Bednarowski

 Mr. Doug Jones

 Ms. Theresa Brilliant

Re:
 NIO Inc. (the “Company”)

 Registration Statement on Form F-1, as amended (Registration No. 333-226822)

 Registration Statement on Form 8-A (Registration No. 001-38638)

 Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern
Daylight Time on September 11, 2018, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, we wish to advise you that between August 28, 2018 and the date hereof, approximately 1,655 copies of the preliminary prospectus of the Company dated August 28, 2018 were
distributed to underwriters, dealers, institutional investors and others.

 We have been advised by the prospective underwriters that they have complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

As representatives of the prospective underwriters

MORGAN STANLEY & CO. LLC

By:

 /s/ Mille Cheng

Name:

Mille Cheng

Title:

Managing Director

GOLDMAN SACHS (ASIA) L.L.C.

By:

 /s/ Edward Byun

Name:

Edward Byun

Title:

Managing Director

J.P. MORGAN SECURITIES LLC

By:

 /s/ Alice Takhtajan

Name:

Alice Takhtajan

Title:

Managing Director

MERRILL LYNCH, PIERCE, FENNER & SMITH                               INCORPORATED

By:

 /s/ Catherine Wang

Name:

Catherine Wang

Title:

Managing Director

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Paul Stowell

Name:

Paul Stowell

Title:

Managing Director

By:

 /s/ Stephen Lambrix

Name:

Stephen Lambrix

Title:

Director

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ David Jiang

Name:

David Jiang

Title:

Managing Director

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Craig Wiele

Name:

Craig Wiele

Title:

Managing Director

UBS SECURITIES LLC

By:

 /s/ Daniel Parisi

Name:

Daniel Parisi

Title:

Associate Director

By:

 /s/ Michael O’Donovan

Name:

Michael O’Donovan

Title:

Managing Director

September 5, 2018
Bin Li
Chief Executive Officer
NIO Inc.
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People's Republic of China
Re:NIO Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed August 31, 2018
File No. 333-226822
Dear Mr. Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 21, 2018 letter.
Amendment No. 2 to Registration Statement on Form F-1
Risk Factors
Risk Factors Relating to Our ADSs and This Offering
ADS Holders may not be entitled to a jury trial with respect to claims, page 57
1.We note that Section 7.6 of your deposit agreement filed as Exhibit 4.3, provides that
"[t]he fees of the arbitrator and other costs incurred by the parties in connection with such
Arbitration shall be paid by the party or parties that is (are) unsuccessful in such
Arbitration."  Please revise this risk factor and the disclosure in your 'Jurisdiction and

 FirstName LastNameBin Li
 Comapany NameNIO Inc.
 September 5, 2018 Page 2
 FirstName LastName
Bin Li
NIO Inc.
September 5, 2018
Page 2
Arbitration" section on page 196 to describe the fee shifting provision and to address the
risk to investors associated with this provision.
Business
Our Power Solutions
Power Express and Other Power Solutions, page 126
2.We note your revised disclosure that you have entered into a framework agreement with
the State Grid Corporation of China with the aim of expanding the network of publicly
accessible charging piles through technology and business model innovations in a
collaborative way.  If this agreement is material to your business, please describe the
material terms of the agreement.
            You may contact Theresa Brillant at 202-551-3307 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen Parker, Assistant Director, at 202-
551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE, MEAGHER &
FLOM

 PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

ANDREW L. FOSTER *

BRADLEY A. KLEIN ~

 CHI
T. STEVE KWOK *

 EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 CLIVE W. ROUGH ◆

JONATHAN B. STONE *

 ^
(ALSO ADMITTED IN CALIFORNIA)

 ◆ (ALSO ADMITTED
IN ENGLAND & WALES)

 ~ (ALSO ADMITTED IN
ILLINOIS)

 * (ALSO ADMITTED IN NEW YORK)

 REGISTERED FOREIGN
LAWYER

 Z. JULIE GAO (CALIFORNIA)

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

September 7, 2018

 AFFILIATE OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 VIA EDGAR

 Ms. Anne
Nguyen Parker

 Ms. Sonia Bednarowski

 Mr. Doug
Jones

 Ms. Theresa Brilliant

 Office of Transportation
and Leisure

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

Re:
 NIO Inc.

Registration Statement on Form F-1 (Registration No. 333-226822)

Response to the Comment Letter Dated September 5,
2018

 Dear Ms. Parker, Ms. Bednarowski,
Mr. Jones, and Ms. Brilliant:

 On behalf of our client, NIO Inc., a company organized under the laws of the Cayman Islands (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter
dated September 5, 2018. Concurrently with the submission of this letter, the Company is filing Amendment No. 3 to the Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR to the Commission.

To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement, marked to show
changes to the Amendment No. 2 to registration statement filed on August 31, 2018.

 The Company will file the joint acceleration
requests today to request that the Staff declare the effectiveness of the Registration Statement on September 11, 2018. The Company would greatly appreciate the Staff’s continued assistance and support in meeting its timetable.

 U.S. Securities and Exchange Commission

September 7, 2018

  Page
 2

 The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

 Amendment No. 2 to Registration Statement on Form F-1

Risk Factors

 Risk Factors Relating to Our
ADSs and This Offering

 ADS Holders may not be entitled to a jury trial with respect to claims, page 57

1.
 We note that Section 7.6 of your deposit agreement filed as Exhibit 4.3, provides that “[t]he fees
of the arbitrator and other costs incurred by the parties in connection with such Arbitration shall be paid by the party or parties that is (are) unsuccessful in such Arbitration.” Please revise this risk factor and the disclosure in your
‘Jurisdiction and Arbitration” section on page 196 to describe the fee shifting provision and to address the risk to investors associated with this provision.

In response to the Staff’s comment, the Company has updated disclosure relating to the fee shifting provision on pages 60 and 196.

Business

 Our Power Solutions

Power Express and Other Power Solutions, page 126

2.
 We note your revised disclosure that you have entered into a framework agreement with the State Grid
Corporation of China with the aim of expanding the network of publicly accessible charging piles through technology and business model innovations in a collaborative way. If this agreement is material to your business, please describe the material
terms of the agreement.

 The Company respectfully advises the Staff that the Company does not consider this framework
agreement as material to its business, because this framework agreement does not impose any material obligations on the Company and only sets forth certain long-term strategic cooperation principles for cooperation between the State Grid Cooperation
of China and the Company. Furthermore, the actual implementation of such principles would likely require the parties to enter into supplemental agreements covering specific areas of cooperation.

In response to the Staff’s comment, the Company has added disclosure relating to the framework agreement on page 127.

*            *
 *

 If you have any questions regarding the Registration Statement, please contact the
undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Bin Li, Chairman and Chief Executive Officer, NIO Inc.

Louis T. Hsieh, Chief Financial Officer, NIO Inc.

Will H. Cai, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Allen Wang, Partner, Latham & Watkins

CORRESP
1
filename1.htm

Company acceleration request

 NIO INC.

 September 7, 2018

VIA EDGAR

 Ms. Anne Nguyen Parker

Ms. Sonia Bednarowski

 Mr. Doug Jones

Ms. Theresa Brilliant

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

 U. S. A.

Re:
 NIO Inc. (CIK No. 0001736541)

Registration Statement on Form F-1 (File No. 333-226822)

 Registration Statement on Form 8-A (File
No. 001-38638)

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, NIO Inc. (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be
accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time on September 11, 2018, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange
Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the
Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 The Company understands that the representatives of the
underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

NIO Inc.

By:

 /s/ Bin Li

Name:

Bin Li

Title:

Chairman of the Board of Directors and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM

世達國際律師事務所

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

ANDREW L. FOSTER *

BRADLEY A. KLEIN ~

 CHI
T. STEVE KWOK *

 EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 CLIVE W. ROUGH ◆

JONATHAN B. STONE *

 ^
(ALSO ADMITTED IN CALIFORNIA)

 ◆ (ALSO ADMITTED
IN ENGLAND & WALES)

 ~ (ALSO ADMITTED IN
ILLINOIS)

 * (ALSO ADMITTED IN NEW YORK)

 REGISTERED FOREIGN
LAWYER

 Z. JULIE GAO (CALIFORNIA)

TEL: (852) 3740-4700

 FAX: (852)
3740-4727

 www.skadden.com

 August 31,
2018

 AFFILIATE OFFICES

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

NEW YORK

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 VIA EDGAR

Ms. Anne Nguyen Parker

Ms. Sonia Bednarowski

Mr. Doug Jones

Ms. Theresa Brilliant

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

 Washington,
D.C. 20549

 Re:    NIO Inc. (CIK No. 0001736541)

          Registration Statement on Form F-1 (File No. 333-226822)

Dear Ms. Parker, Ms. Bednarowski, Mr. Jones, and Ms. Brilliant:

On behalf of our client, NIO Inc., a company organized under the laws of the Cayman Islands (the “Company”), we are
filing herewith the Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibit via EDGAR to the Securities and Exchange Commission (the “Commission”). The purpose
of this amendment is primarily to update the Company’s delivery, reservation and production data as of August 31, 2018. To facilitate your review, we have separately delivered to you five courtesy copies of the Registration Statement, marked to
show change to the registration statement filed with the Commission on August 28, 2018.

*            *
 *

 If you have any questions regarding the Registration Statement, please
contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Bin Li, Chairman and Chief Executive Officer, NIO Inc.

 Louis T. Hsieh, Chief Financial Officer, NIO Inc.

 Will H. Cai, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

 Allen Wang, Partner, Latham & Watkins

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM

 世達國際律師事務所

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

ANDREW L. FOSTER *

BRADLEY A. KLEIN ~

 CHI
T. STEVE KWOK *

 EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 CLIVE W. ROUGH ◆

JONATHAN B. STONE *

 ^
(ALSO ADMITTED IN CALIFORNIA)

 ◆ (ALSO ADMITTED
IN ENGLAND & WALES)

 ~ (ALSO ADMITTED IN
ILLINOIS)

 * (ALSO ADMITTED IN NEW YORK)

 REGISTERED FOREIGN
LAWYER

 Z. JULIE GAO (CALIFORNIA)

TEL: (852) 3740-4700

 FAX: (852)
3740-4727

 www.skadden.com

 August 28,
2018

 AFFILIATE OFFICES

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

NEW YORK

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 VIA EDGAR

 Ms. Anne
Nguyen Parker

 Ms. Sonia Bednarowski

 Mr. Doug
Jones

 Ms. Theresa Brilliant

 Office of Transportation
and Leisure

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

 Re:    NIO Inc. (CIK No. 0001736541)

          Registration Statement on Form
F-1

 Dear Ms. Parker, Ms. Bednarowski, Mr. Jones, and Ms. Brilliant:

On behalf of our client, NIO Inc., a company organized under the laws of the Cayman Islands (the “Company”), we are filing herewith
the Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the
“Commission”). To facilitate your review, we have separately delivered to the staff of the Commission (the “Staff”) five courtesy copies of the Registration Statement, marked to show change to the registration statement filed
with the Commission August 13, 2018.

 The Company will commence the marketing activities in connection with the offering shortly
after the date hereof. The Company plans to request the Staff’s declaration of the effectiveness of the Registration Statement on or about September 11, 2018, and would greatly appreciate the Staff’s continuing assistance and support in
meeting its timetable.

 Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the
Company’s response to the comments contained in the letter from the Staff dated August 21, 2018. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.

 U.S. Securities and Exchange Commission

August 28, 2018

 Page 2

 Registration Statement on Form F-1

Management

 Directors and Executive Officers,
page 162

1.
 We note your disclosure that you have appointed James Gordon Mitchell to become a member of your board of
directors after your registration statement on Form F-1 has been declared effective. Please file Mr. Mitchell’s written consent to be named as a director appointee in your registration statement as an exhibit to your registration statement
pursuant to Rule 438 of the Securities Act.

 In response to the Staff’s comment, the Company has filed Mr.
Mitchell’s written consent to be named as a director appointee as Exhibit 23.5 to the Registration Statement.

 Exhibit Index, page II-10

2.
 Please revise the exhibit index to indicate that portions of the “Manufacture Cooperation Agreement
between the registrant and Jianghuai Automobile Group Co., Ltd.” have been omitted pursuant to a request for confidential treatment, and renumber this agreement as Exhibit 10.6 so that it is consistent with the request.

 In response to the Staff’s comment, the Company has revised the exhibit index to indicate that portions of the
“Manufacture Cooperation Agreement between the registrant and Anhui Jianghuai Automobile Co., Ltd.” have been omitted pursuant to a request for confidential treatment, and renumbered the agreement as Exhibit 10.6 to the Registration
Statement.

 *     *     *

 If you have any questions regarding the Registration Statement, please contact the
undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Bin Li, Chairman and Chief Executive Officer, NIO Inc.

 Louis T. Hsieh, Chief Financial Officer, NIO Inc.

 Will H. Cai, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

 Allen Wang, Partner, Latham & Watkins

August 21, 2018
Bin Li
Chief Executive Officer
NIO Inc.
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People's Republic of China
Re:NIO Inc.
Registration Statement on Form F-1
Filed August 13, 2018
File No. 333-226822
Dear Mr. Li:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Management
Directors and Executive Officers, page 162
1.We note your disclosure that you have appointed James Gordon Mitchell to become a
member of your board of directors after your registration statement on Form F-1 has been
declared effective.  Please file Mr. Mitchell's written consent to be named as a director
appointee in your registration statement as an exhibit to your registration
statement pursuant to Rule 438 of the Securities Act.

 FirstName LastNameBin Li
 Comapany NameNIO Inc.
 August 21, 2018 Page 2
 FirstName LastName
Bin Li
NIO Inc.
August 21, 2018
Page 2
Exhibit Index, page II-10
2.Please revise the exhibit index to indicate that portions of the "Manufacture Cooperation
Agreement between the registrant and Jianghuai Automobile Group Co., Ltd." have been
omitted pursuant to a request for confidential treatment, and renumber this agreement as
Exhibit 10.6 so that it is consistent with the request.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Doug Jones at 202-551-3309 or Lyn Shenk, Accounting Branch
Chief, at 202-551-3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen
Parker, Assistant Director, at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

RORY MCALPINE ◆

CLIVE W. ROUGH ◆

JONATHAN B. STONE *

 ^
(ALSO ADMITTED IN CALIFORNIA)

◆ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

 REGISTERED FOREIGN
LAWYERS

 Z. JULIE GAO (CALIFORNIA)

BRADLEY A. KLEIN (ILLINOIS)

 SKADDEN, ARPS, SLATE, MEAGHER & FLOM

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

AFFILIATE OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 August 13, 2018

VIA EDGAR

 Ms. Anne Nguyen Parker

Ms. Sonia Bednarowski

 Mr. Doug Jones

Ms. Theresa Brilliant

 Office of Transportation and Leisure

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 NIO Inc. (CIK No. 0001736541)

 Registration Statement on Form F-1

Dear Ms. Parker, Ms. Bednarowski, Mr. Jones, and Ms. Brilliant:

On behalf of our client, NIO Inc., a company organized under the laws of the Cayman Islands (the “Company”), we are filing
herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) via EDGAR to the Securities and Exchange Commission (the “Commission”). This
letter sets forth the Company’s responses to the comments contained in the Staff’s letter dated August 10, 2018. To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement,
marked to show changes to the revised draft registration statement confidentially submitted on July 30, 2018.

 In accordance with the
Jumpstart Our Business Startups Act and the Fixing America’s Surface Transportation Act, the Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show no
earlier than 15 days after the date hereof and would appreciate the Staff’s prompt feedback to this filing.

 U.S. Securities and Exchange Commission

August 13, 2018

  Page
 2

 The Staff’s comments from its letter dated August 10, 2018 are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Comparison of Six Months Ended June 30, 2017 and 2018

Cost of sales, page 85

1.
 We note you pay JAC a per vehicle processing fee for each vehicle produced that appears to be in addition to
the compensation for operating losses incurred by JAC. We also note you present assets for production facilities and building and construction. Please clarify for us and in your analysis of cost of sales whether the fee and depreciation associated
with the noted assets and any other assets associated with the production of your vehicles are included in cost of sales. To the extent material to your analysis, quantify these costs as you do for other costs identified in your existing disclosure.

 In connection with the above, please add a note to your notes to the financial statements describing your
accounting policy for cost of sales, including the costs included therein.

 The Company respectfully advises the Staff that cost of
sales of RMB199.2 million for the six months ended June 30, 2018 mainly consisted of (i) direct parts and materials of RMB67.4 million; (ii) processing fee and compensation to JAC for its operating losses incurred during the
same period in the amount of RMB65.9 million; (iii) manufacturing overhead (including depreciation of assets associated with the production) of RMB53.4 million; and (iv) labor costs that are associated with sales of energy and
service packages of RMB9.2 million.

 In response to the Staff’s comment, the Company has revised pages 87 and F-66 of the
Registration Statement.

 U.S. Securities and Exchange Commission

August 13, 2018

  Page
 3

 Business

Manufacturing, Supply Chain and Quality Control

Our Future Manufacturing Plant, page 135

2.
 We note your response to our prior comment one and reissue in part. Please disclose here an estimate of the
costs associated with the construction and rent of the manufacturing plant. To the extent you are not able to provide an estimate, please describe the factors, if known, that the Shanghai authority will consider when determining the rental fee, the
construction costs, renewal terms and your contribution to the local economy.

 The Company respectfully advises the
Staff that while the Company and the Shanghai authority have estimated the construction costs, the Company believes that disclosure of such estimated costs at this stage would not be useful to investors. Such costs are subject to change and remain
under discussion by the parties. Furthermore, given that the rental fee for the factory will only become payable after five years and, as noted in the disclosure on page 137 of the Registration Statement, the rental fee for the following five years
will be set with reference to several factors to be determined by the Shanghai authority, the Company believes that disclosure of such costs will not provide a reliable indication of future rental costs once the rent-free period expires.
Furthermore, while the Company has an indication of certain factors the Shanghai authority may use in determining such rental fee, such as market rates and contribution to local economy, such determination is ultimately made by the Shanghai
authority and the Company respectfully submits that it is likely unable to reliably disclose further detail of such factors.

 Description of
American Depositary Shares

 Jurisdiction and Arbitration, page 189

3.
 We note your disclosure on page 189 that the deposit agreement contains provisions that irrevocably waive
any right to a trial by jury in any lawsuit or proceeding against the depositary or the company related to the company’s shares, the ADSs or the deposit agreement. Please disclose whether such waiver includes claims made under the federal
securities laws. If the provision applies to claims under the federal securities laws, provide a risk factor regarding the impact of this provision of the deposit agreement on the rights of ADS holders. In addition, address potential enforceability
issues. Finally, clarify that by agreeing to the provision, investors will not be deemed to have waived the company’s or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

 The Company respectfully advises the Staff that by its terms, the waiver of jury trial would apply to an action
asserting any claim against the Company or the depositary relating to the deposit agreement or the ADSs, including a federal securities law claim, to the extent permitted by law. If a party to the deposit agreement opposed a jury trial demand based
on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. In response to the Staff’s comment, the Company has included disclosure on page 196
of the Registration Statement to clarify that the waiver of the right to jury trial would apply to claims under the U.S. federal securities laws to the extent permitted by law.

 U.S. Securities and Exchange Commission

August 13, 2018

  Page
 4

 In addition, the Company has also included a risk factor on pages 57 and 58 of the
Registration Statement regarding the impact of the waiver of jury trial provision in the deposit agreement on the rights of ADS holders, whereby the disclosure clarifies that by agreeing to the provision, ADS holders will not be deemed to have
waived the Company’s or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

4.
 We note your disclosure that the deposit agreement has an exclusive forum provision. Please add a risk
factor addressing the risks of this provision for your ADS holders.

 In response to the Staff’s comment, the
Company has included a risk factor on page 60 of the Registration Statement.

5.
 We note your disclosure on page 189 that the depositary will have the right to refer any claim or dispute
arising from the relationships created by the deposit agreement to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Please tell us and disclose the impact of this provision on holders of your
ADSs for claims under the federal securities laws.

 The Company respectfully advises the Staff that the arbitration
provisions of the deposit agreement only relate to claims arising out of or in connection with the contractual relationship created by the deposit agreement. The arbitration provisions do not preclude ADS holders from pursuing claims under federal
securities laws in federal courts.

 In response to the Staff’s comment, the Company has revised the disclosure on page 196 of the
Registration Statement.

 Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

(i) Revenue recognition

 Incentives

 (iii) Other scenarios, page F-65

6.
 We note your response to prior comment two. Please explain to us what “other cost” represents in
your example of a redemption using credits and cash.

 The Company respectfully advises the Staff that in the example
previous provided in the Company’s response to question 2 dated July 30, 2018, where redemption was using credits and cash, “other cost” represents the portion of cost associated with the NIO merchandise settled by cash payment,
i.e., the portion of the NIO merchandise that was sold for cash instead of fulfillment of a prior obligation, which was the credits provided for users’ activities of promoting the NIO brand awareness in that example.

 U.S. Securities and Exchange Commission

August 13, 2018

  Page
 5

 The Company continues to believe its fulfillment of the prior obligation (i.e., the
redemption of credits previously provided to the users for their effort to promote NIO’s brand awareness) is not the Company’s ongoing major or central operations that generate revenue for the Company, but rather is considered as a part of
the Company’s ongoing marketing expenses. As noted in the prior response, for credits the Company provides to the customer upon the purchase of its vehicles, such credits are considered as a separate performance obligation, and when these
credits are redeemed for NIO merchandise, revenue and the cost of sales will be recorded to reflect the sale of such merchandise.

 The
Company respectfully advises the Staff that for the years and periods presented in F-1, the amount of transactions related to the redemption of NIO credits provided to users for their effort to promote
NIO’s brand awareness is not material.

*        *        *

 If you have any questions regarding the Registration Statement, please contact the
undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Bin Li, Chairman and Chief Executive Officer, NIO Inc.

 Louis T. Hsieh, Chief Financial Officer, NIO Inc.

 Will H. Cai, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

 Allen Wang, Partner, Latham & Watkins

August 10, 2018
Bin Li
Chief Executive Officer
NIO Inc.
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People's Republic of China
Re:NIO Inc.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted July 30, 2018
CIK No. 0001736541
Dear Mr. Li:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 29, 2018 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Six Months Ended June 30, 2017 and 2018
Cost of sales, page 85
1.We note you pay JAC a per vehicle processing fee for each vehicle produced that appears
to be in addition to the compensation for operating losses incurred by JAC.  We also note
you present assets for production facilities and building and construction.  Please clarify

 FirstName LastNameBin Li
 Comapany NameNIO Inc.
 August 10, 2018 Page 2
 FirstName LastNameBin Li
NIO Inc.
August 10, 2018
Page 2
for us and in your analysis of cost of sales whether the fee and depreciation associated
with the noted assets and any other assets associated with the production of your
vehicles are included in cost of sales.  To the extent material to your analysis, quantify
these costs as you do for other costs identified in your existing disclosure.

In connection with the above, please add a note to your notes to the financial statements
describing your accounting policy for cost of sales, including the costs included therein.
Business
Manufacturing, Supply Chain and Quality Control
Our Future Manufacturing Plant, page 135
2.We note your response to our prior comment one and reissue in part.  Please disclose here
an estimate of the costs associated with the construction and rent of the manufacturing
plant.  To the extent you are not able to provide an estimate, please describe the factors, if
known, that the Shanghai authority will consider when determining the rental fee, the
construction costs, renewal terms and your contribution to the local economy.
Description of American Depositary Shares
Jurisdiction and Arbitration, page 189
3.We note your disclosure on page 189 that the deposit agreement contains provisions that
irrevocably waive any right to a trial by jury in any lawsuit or proceeding against the
depositary or the company related to the company's shares, the ADSs or the deposit
agreement.  Please disclose whether such waiver includes claims made under the federal
securities laws.  If the provision applies to claims under the federal securities laws,
provide a risk factor regarding the impact of this provision of the deposit agreement on the
rights of ADS holders.  In addition, address potential enforceability issues. Finally, clarify
that by agreeing to the provision, investors will not be deemed to have waived the
company's or the depositary's compliance with U.S. federal securities laws and the rules
and regulations promulgated thereunder.
4.We note your disclosure that the deposit agreement has an exclusive forum provision.
Please add a risk factor addressing the risks of this provision for your ADS holders.
5.We note your disclosure on page 189 that the depositary will have the right to refer any
claim or dispute arising from the relationships created by the deposit agreement to
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.  Please tell us and disclose the impact of this provision on holders
of your ADSs for claims under the federal securities laws.

 FirstName LastNameBin Li
 Comapany NameNIO Inc.
 August 10, 2018 Page 3
 FirstName LastName
Bin Li
NIO Inc.
August 10, 2018
Page 3
Notes to Unaudited Interim Condensed Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(i) Revenue recognition
Incentives
(iii) Other scenarios, page F-65
6.We note your response to prior comment two.  Please explain to us what "other cost"
represents in your example of a redemption using credits and cash.

In connection with the above, we understand that a selling and marketing expense is
initially recognized in the exchange transaction upon the awarding of credits. However, it
continues to appear that other income and cost of sales should be recorded to properly
reflect when merchandise is sold, regardless of whether the form of payment is cash or
credits.  Please advise.
            You may contact Theresa Brillant at 202-551-3307 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch Chief, at 202-551-
3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

June 29, 2018
Bin Li
Chief Executive Officer
NIO Inc.
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People's Republic of China
Re:NIO Inc.
Amendment No. 2 to Draft Registration Statement on Form F-1
Filed June 22, 2018
CIK No. 0001736541
Dear Mr. Li:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Business
Manufacturing, Supply Chain and Quality Control
Our Future Manufacturing Plant, page 128
1.We note your response to our prior comment 6 and reissue in part.  Please describe how
the construction cost of the factory and your contribution to the local economy will be
factored into the cost of the lease.  In addition, please disclose when the term of the lease
begins and describe the lease renewal provisions, if any.

 FirstName LastNameBin Li
 Comapany NameNIO Inc.
 June 29, 2018 Page 2
 FirstName LastName
Bin Li
NIO Inc.
June 29, 2018
Page 2
Notes to Unaudited Interim Condensed Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(j) Customer incentives, page F-62
2.Refer to your response to prior comment 5.  You state in situations in which customers
redeem only credits and not cash to acquire merchandise you record a reduction of
inventory and other current liabilities.  You further state in situations in which
merchandise is sold for cash in addition to credits you record other income.  Please
explain to us why you did not record other income and cost of sales upon redemption of
solely credits by customers for merchandise sold.  In addition, it appears in the combined
cash and credits redemption situation you may not have recorded the full amount of other
income and inventory or reflected cost of sales for the merchandise sold.  Instead, it
appears you allocated the total consideration received between other income and inventory
when recording the transaction which may understate other income and either overstate
inventory or understate cost of sales in that situation.  Please explain.
3.It appears the liability for unredeemed credits is a contract liability.  In this regard, please
tell us your consideration of providing disclosure pursuant to ASC 606-10-50-8 through
10.
            You may contact Theresa Brillant at 202-551-3307 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen Parker, Assistant Director, at 202-
551-3611 with any other questions.
Division of Corporation Finance
Office of Transportation and Leisure

June 15, 2018
Bin Li
Chief Executive Officer
NIO Inc.
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People's Republic of China
Re:NIO Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Filed June 7, 2018
CIK No. 0001736541
Dear Mr. Li:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to DRS on Form F-1
Risk Factors
Risk Relating to Our Business
Manufacturing in collaboration with partners is subject to risks, page 15
1.We note your revised disclosure on page 15 that "for the first 36 months after [the] agreed
time of start of production, to the extent the Heifei manufacturing plant incurs any
operating losses, [you] have agreed to compensate JAC for such operating losses."  Please
disclose the "agreed time of start of production" here.

 FirstName LastNameBin Li
 Comapany NameNIO Inc.
 June 15, 2018 Page 2
 FirstName LastNameBin Li
NIO Inc.
June 15, 2018
Page 2
Our vehicles are subject to motor vehicle standards, page 23
2.We note your response to our prior comment 5 that the "ES6 and ET7 have not yet
undergone CCC certification but must be certified prior to being marketed."  Please
disclose when you intend to begin the CCC certification process for the ES6 and the
estimated amount of time it takes to receive such certification.  In this regard, we note that
you plan to launch the ES6 by the end of 2018 and to start initial deliveries in the first half
of 2019.
Our business plans require a significant amount of capital , page 25
3.We note your response to our prior comment 6 that "[your] future capital requirements
may be uncertain and actual capital requirements may be different from those [you]
currently anticipate.  Please revise to disclose the capital requirements you currently
anticipate for your currently planned research and development, expansion of your
production capacity as well as the currently planned roll out of your charging and
servicing network and your NIO houses.
Business
Our Power Solutions
Access to Public Charging, page 118
4.We note your revised disclosure on page 118 regarding the public superchargers.  Please
disclose what percentage of the 214 thousand publicly accessible charging piles are
superchargers.
Business
User Development and Branding
Other Branding Activities, page 126
5.You disclose that since December 2016 you have sold over 343,000 pieces of
merchandise through your online store.  You also disclose you provide users with NIO
credits, the credits can be used at your online store and NIO Houses to purchase
merchandise and other items, and as of May 31, 2018 approximately 212 million NIO
credits had been used at your online store.  Please explain to us your accounting for the
merchandise sold through your online store and your accounting policy for NIO credits,
including any outstanding unredeemed credits.  Also, tell us where the merchandise sold
and credits, both redeemed and unredeemed, are reported in your financial statements and
the amounts related thereto.
Manufacturing, Supply Chain and Quality Control
Our Future Manufacturing Plant, page 129
6.We note your response to our prior comment 15 and reissue in part.  Please disclose the
material terms of your lease of the manufacturing facility that is currently being built in

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 Comapany NameNIO Inc.
 June 15, 2018 Page 3
 FirstName LastName
Bin Li
NIO Inc.
June 15, 2018
Page 3
Shanghai as well as the current estimated costs of the improvements you currently plan on
making and the equipment you currently plan to purchase.
Certain Other Cooperation Arrangements, page 130
7.Please disclose GAC NIO New Energy Vehicle Technology Co., Ltd.'s current plans for a
qualified initial public offering, if any, and please briefly discuss what constitutes a
"qualified initial public offering" under the GAC NIO New Energy Vehicle Technology
Co., Ltd. joint venture agreement.  In addition, provide a brief description of the "required
reserves" pursuant to the Changan NIO Renewable Automobiles Co., Ltd. joint venture
agreement.
            You may contact Theresa Brillant at 202-551-3307 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen Parker, Assistant Director, at 202-
551-3611 with any other questions.
Division of Corporation Finance
Office of Transportation and Leisure

May 24, 2018
Bin Li
Chief Executive Officer
NIO Inc.
Building 20, No. 56 AnTuo Road, Jiading District
Shanghai, 201804
People's Republic of China
Re:NIO Inc.
Draft Registration Statement on Form F-1
Filed April 27, 2018
CIK No. 0001736541
Dear Mr. Li:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1.We note your disclosure on page 1 that "[a]s of March 31, 2018, [you] had received over
17,000 ES8 reservations with deposits."  Please summarize the terms of the deposits.  For
example, disclose here that the deposits of RMB 5,000 are fully refundable for any reason,
and disclose the percentage of the total cost of the vehicle required to reserve the ES8.  In
addition, we note your disclosure on page 18 that after the vehicle is in production, an

 FirstName LastNameBin Li
 Comapany NameNIO Inc.
 May 24, 2018 Page 2
 FirstName LastNameBin Li
NIO Inc.
May 24, 2018
Page 2
additional non-refundable deposit is required.  Disclose the number of vehicles you
currently have in production and the number of non-refundable deposits you have
received.
Corporate History and Structure, page 5
2.We note your disclosure on page 5 that "[i]n April 2018, [you] entered into a series of
contractual arrangements with Shanghai Anbin Technology Co., Ltd and Beijing NIO
Network Technology Co., Ltd., [your] VIEs, and their shareholders, to conduct certain
future operations in China."  Please briefly summarize the "certain future operations" you
expect to accomplish with the VIE entities.
Risk Factors
Risks Relating to Our Business
Manufacturing in collaboration with partners is subject to risks, page 15
3.Please disclose whether you will also collaborate with third parties for the manufacture of
the 5-seater ES6 SUV, which is expected to be delivered in 2019.
4.Define “JAC” the first time you use this term and briefly disclose the nature of your
relationship with this entity.
Our vehicles are subject to motor vehicle standards, page 23
5.We note your disclosure on page 23 that your vehicles "must pass various tests and
undergo a certification process and be affixed with . . . CCC before delivery from the
factory . . . and such certification is also subject to periodic renewal."  Please disclose
whether your ES8, ES6 and ET7 vehicles have obtained this certification.  To the extent
they have not, disclose when you anticipate obtaining this certification.
Our business plan require a significant amount of capital, page 25
6.We note your disclosure on page 25 that you will need significant capital to conduct
research and development and expand your production capacity as well as roll out your
charging and servicing network and your NIO Houses.  Please disclose an estimate of the
amount of capital necessary to accomplish these goals.

Use of Proceeds, page 60
7.We note that you intend to use a portion of the proceeds to develop your manufacturing
facilities.  To the extent the proceeds will not be sufficient to accomplish the development
of your manufacturing facilities or any other intended use of the proceeds, please disclose
the amount and sources of other funds needed pursuant to Item 3.C.1 of Form 20-F.  In
addition, we note your disclosure on page 109 that you have started construction on your
manufacturing facility in Shanghai.  Disclose in your "Build our own manufacturing

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 Comapany NameNIO Inc.
 May 24, 2018 Page 3
 FirstName LastNameBin Li
NIO Inc.
May 24, 2018
Page 3
capacity" section the amount of capital necessary to complete construction and provide an
estimate, if possible, of when you expect to receive your EV manufacturing license.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
78
8.We note per the risk factor on page 15 that to the extent the Hefei manufacturing plant
incurs any operating losses, you have agreed to compensate JAC for such losses.  If
management reasonably expects this arrangement could have a material unfavorable
impact on income from continuing operations, describe this arrangement as an uncertainty
in accordance with Item 5.D of Form 20-F pursuant to Item 4.a of Part I of Form F-1.
Capital Expenditures, page 85
9.Please include a discussion of the costs incurred to date and the expected costs to be
incurred associated with the construction of your manufacturing facility in
Shanghai.  Refer to Item 5.B.3 of Form 20-F.
10.Include a discussion of the costs incurred to date and the expected costs to be incurred
associated with your suite of charging solutions described beginning on page 112, in
particular in regard to battery charging stations and charging trucks.  Refer to Item 5.B.3
and 5.D of Form 20-F.
Business
Our Charging Solutions, page 112
11.Please disclose the amount of time it takes to charge your vehicles with each of the
charging methods you describe in this section.
Power Express and Other Charging Solutions
Charging Stations and Access to Public Charging, page 113
12.We note your disclosure on page 113 that your users are expected to have access to a
network of public chargers, which, as of December 31, 2017, consisted of over 445
thousand publicly accessible charging piles.  Describe the locations of these charging
piles.  Consider showing a map highlighting the areas where these charging piles are
located.  In addition, we note your disclosure that you own fast charging trucks, that you
have 25 authorized service centers in ten cities and that you plan to initially have 30
service vans operating in ten cities.  Please disclose the number of fast charging trucks
you currently own and where you plan to operate these trucks. Also, identify the locations
of your authorized service centers as well as the cities where your service vans will
operate.
Manufacturing, Supply Chain and Quality Control, page 121
13.We note your disclosure on page 23 that, "generally, all vehicles are made to order."

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 Comapany NameNIO Inc.
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 FirstName LastNameBin Li
NIO Inc.
May 24, 2018
Page 4
Assuming that all of the customers that reserved ES8 vehicles choose to purchase the
vehicles, please provide an estimate of when you will be able to complete the delivery for
these orders.  In addition, after fulfilling the existing orders, disclose here and in the first
complete risk factor on page 24 the estimated amount of time it will generally take for a
customer to receive a vehicle after ordering it.
Partnership with JAC, page 122
14.Please disclose the percentage of revenues you expect to pay JAC and the term of the
agreement.  In addition, we note your disclosure on page 125 regarding your arrangement
with GAC and the Changan joint venture agreement.  For each agreement, disclose the
term of the agreement and the distribution of any revenues to or future investments by the
parties to the agreements.
Facilities, page 127
15.We note your disclosure on page 109 that you have begun to build your own
manufacturing facility in Shanghai in order to expand your manufacturing capacity for the
ET7 and future models.  However, we do not see this site listed in your facilities list on
page 127.  Please disclose this property pursuant to Item 4.D of Form 20-F, including an
estimate of the amount of expenditure, including the amount of expenditures already paid
and the estimated dates of completion, or advise.  In addition, we note that you lease all of
your property.  If material, disclose the term of the leases.
Management
Directors and Executive Officers, page 145
16.We note that Bin Li, your CEO and chairman of the board, also currently serves on the
board of Bitauto Holdings Limited,  a company in your industry, and as the vice-chairman
of China Automobile Dealers Association.  Please tell us whether these positions may
cause conflicts of interest with your business, and, to the extent that they could cause
conflicts of interest, add a risk factor to address the potential conflicts.

Other Transactions with Related Parties, page 155
17.Please disclose the term of each loan in this section.  In addition, we note your disclosure
on page 155 that you made a loan to Bin Li.  Tell us when the loan to Bin Li as well as
any other loans made by the company to other executives or directors will be repaid.  To
the extent that any loans with your executives or directors will not be paid prior to
effectiveness, tell us how these arrangements comply with Section 13(k) of the Exchange
Act.  In addition, to the extent that any of your directors or officers are affiliated with the
principal shareholders identified in this section, please disclose.

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 Comapany NameNIO Inc.
 May 24, 2018 Page 5
 FirstName LastName
Bin Li
NIO Inc.
May 24, 2018
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General
18.Please provide us mock-ups of any pages that include any pictures or graphics to be
presented, including any accompanying captions.  Please keep in mind, in scheduling the
printing and distribution of the preliminary prospectus, that we may have comments after
our review of the materials.

            You may contact Theresa Brillant at 202-551-3307 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen Parker, Assistant Director, at 202-
551-3611 with any other questions.
Division of Corporation Finance
Office of Transportation and Leisure