蔚来(09866) - 2025 - 中期财报

Cover and Company Information This section includes disclaimers, the company's weighted voting rights structure, and an overview of its unaudited Q2 2025 results Disclaimer and Weighted Voting Rights Structure The report begins with a disclaimer from HKEX regarding the announcement's content and details the company's weighted voting rights structure with Class C shares having 8 votes per share, advising investors of potential risks - The Hong Kong Stock Exchange takes no responsibility for the contents of this announcement and makes no representation as to its accuracy or completeness[1] - The company's share capital includes Class A ordinary shares (one vote per share) and Class C ordinary shares (eight votes per share), cautioning investors about the potential risks of investing in companies with weighted voting rights structures[1] Company Overview NIO Group released its unaudited second-quarter 2025 results, provided as an interim report to shareholders under HKEX Listing Rule 13.48(1) and accessible on specified websites - NIO Group released its unaudited Q2 2025 results, provided as an interim report to shareholders for the six months ended June 30, 2025[3] - The Q2 2025 results are available on the Hong Kong Stock Exchange website www.hkexnews.hk and the company's website http://ir.nio.com[3](index=3&type=chunk) Q2 2025 Performance Highlights This section summarizes the company's operational and financial performance for the second quarter of 2025, including key delivery metrics, financial results, recent developments, and management commentary Operating Highlights Q2 2025 vehicle deliveries reached 72,056 units, a 25.6% increase year-over-year and 71.2% quarter-over-quarter, encompassing NIO, Onvo, and Firefly brand models Vehicle Deliveries | Metric | Q2 2025 | Q2 2024 | YoY Growth | Q1 2025 | QoQ Growth | | :--- | :--- | :--- | :--- | :--- | :--- | | Vehicle Deliveries | 72,056 vehicles | 57,373 vehicles | 25.6% | 42,094 vehicles | 71.2% | - Deliveries included 47,132 premium smart electric vehicles from the NIO brand, 17,081 smart electric family vehicles from the Onvo brand, and 7,843 smart electric premium compact cars from the Firefly brand[6] Financial Highlights Q2 2025 vehicle sales and total revenue both grew, with gross margin improving to 10.0%, while operating and net losses significantly narrowed quarter-over-quarter, including adjusted figures Key Financial Metrics (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Vehicle Sales | 16,136.1 | 15,679.6 | 2.9% | 9,939.3 | 62.3% | | Vehicle Margin | 10.3% | 12.2% | –190 basis points | 10.2% | 10 basis points | | Total Revenue | 19,008.7 | 17,446.0 | 9.0% | 12,034.7 | 57.9% | | Gross Profit | 1,897.5 | 1,688.7 | 12.4% | 919.6 | 106.3% | | Gross Margin | 10.0% | 9.7% | 30 basis points | 7.6% | 240 basis points | | Operating Loss | (4,908.9) | (5,209.3) | -5.8% | (6,418.1) | -23.5% | | Adjusted Operating Loss (Non-GAAP) | (4,040.8) | (4,698.5) | -14.0% | (5,947.2) | -32.1% | | Net Loss | (4,994.8) | (5,046.0) | -1.0% | (6,750.0) | -26.0% | | Adjusted Net Loss (Non-GAAP) | (4,126.7) | (4,535.2) | -9.0% | (6,279.1) | -34.3% | Recent Developments NIO's deliveries continued to grow in July and August 2025, with cumulative deliveries exceeding 830,000 vehicles, while Q2 gross profit and margin significantly improved, operating and net losses narrowed, and cash reserves remained strong, alongside new product launches and a RMB 20 billion capital injection into NIO China Vehicle Deliveries | Metric | July 2025 | August 2025 | Cumulative as of August 31, 2025 | | :--- | :--- | :--- | :--- | | Vehicle Deliveries | 21,017 vehicles | 31,305 vehicles | 838,036 vehicles | - Q2 2025 gross profit was RMB 1.8975 billion, a 12.4% increase year-over-year and a 106.3% increase quarter-over-quarter[11] - As of June 30, 2025, cash and cash equivalents, restricted cash, short-term investments, and long-term time deposits totaled RMB 27.2 billion (USD 3.8 billion)[11] - The smart large-space flagship SUV, Onvo L90, was officially launched on July 31, 2025, with user deliveries commencing immediately[12] - The premium flagship SUV, NIO All-New ES8, was officially launched on August 21, 2025, with pre-orders open and deliveries expected to begin in late September[13] - NIO signed a definitive agreement to inject RMB 20 billion into NIO China, increasing its controlling equity interest in NIO China to 91.8% upon completion[14] Management Commentary NIO CEO William Li noted strong Q2 delivery growth and positive market reception for Onvo L90 and All-New ES8, projecting record Q3 deliveries, while CFO Steven Feng highlighted the effectiveness of cost-reduction efforts and a structural financial turning point - William Li, Founder, Chairman, and CEO of NIO, stated that 72,056 smart electric vehicles were delivered in Q2 2025, representing a 25.6% year-over-year increase[15] - Total deliveries for Q3 are projected to be between 87,000 and 91,000 vehicles, a 40.7% to 47.1% year-over-year increase, setting a new company record[15] - Steven Feng, CFO of NIO, noted that comprehensive cost-reduction and efficiency-improvement measures have begun to yield results, with Non-GAAP operating loss narrowing by over 30% quarter-over-quarter excluding organizational optimization expenses[15] Q2 2025 Financial Performance Details This section provides a detailed breakdown of the company's Q2 2025 financial results, focusing on revenue, gross margin, operating loss, net loss, and earnings per share Revenue and Gross Margin Q2 2025 saw growth in total revenue and vehicle sales, with other sales increasing significantly by 62.6%, gross profit rose 12.4%, and gross margin improved to 10.0%, though vehicle margin slightly decreased due to product mix changes Revenue and Gross Margin (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 19,008.7 | 17,446.0 | 9.0% | 12,034.7 | 57.9% | | Vehicle Sales | 16,136.1 | 15,679.6 | 2.9% | 9,939.3 | 62.3% | | Other Sales | 2,872.6 | 1,766.3 | 62.6% | 2,095.4 | 37.1% | | Cost of Sales | 17,111.1 | 15,757.3 | 8.6% | 11,115.2 | 53.9% | | Gross Profit | 1,897.5 | 1,688.7 | 12.4% | 919.6 | 106.3% | | Gross Margin | 10.0% | 9.7% | 30 basis points | 7.6% | 240 basis points | | Vehicle Margin | 10.3% | 12.2% | –190 basis points | 10.2% | 10 basis points | - The increase in other sales was primarily due to higher revenue from used car sales, technology research and development services, sales of parts and accessories, vehicle after-sales services, and energy solutions[17] - The decrease in vehicle margin compared to Q2 2024 was mainly due to changes in product mix, partially offset by lower unit material costs[17] Operating Loss Q2 2025 operating loss decreased by 5.8% year-over-year and 23.5% quarter-over-quarter, driven by reductions in R&D expenses and selling, general, and administrative expenses, primarily due to changes in new product development phases, lower depreciation and amortization, and organizational optimization Operating Loss and Expenses (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating Loss | (4,908.9) | (5,209.3) | -5.8% | (6,418.1) | -23.5% | | Adjusted Operating Loss (Non-GAAP) | (4,040.8) | (4,698.5) | -14.0% | (5,947.2) | -32.1% | | R&D Expenses | (3,007.0) | (3,218.5) | -6.6% | (3,181.4) | -5.5% | | Selling, General & Administrative Expenses | (3,964.9) | (3,757.5) | 5.5% | (4,400.8) | -9.9% | - The decrease in R&D expenses was primarily due to lower design and development costs associated with different development stages of new products and technologies, as well as reduced depreciation and amortization expenses[20] - The quarter-over-quarter decrease in selling, general and administrative expenses was mainly due to lower personnel costs and marketing and promotional expenses, primarily attributable to the company's comprehensive organizational optimization measures in marketing and other support functions[20] Net Loss and Earnings Per Share/ADS Q2 2025 net loss decreased by 1.0% year-over-year and 26.0% quarter-over-quarter, with net loss attributable to ordinary shareholders slightly increasing by 0.3% year-over-year, and basic and diluted net loss per share of RMB 2.31 (Non-GAAP RMB 1.85) showing improvement from prior periods Net Loss and EPS/ADS (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Loss | (4,994.8) | (5,046.0) | -1.0% | (6,750.0) | -26.0% | | Adjusted Net Loss (Non-GAAP) | (4,126.7) | (4,535.2) | -9.0% | (6,279.1) | -34.3% | | Net Loss Attributable to NIO Ordinary Shareholders | (5,141.3) | (5,126.4) | 0.3% | (6,891.1) | -25.4% | | Basic and Diluted Net Loss Per Share (RMB) | (2.31) | (2.50) | -7.6% | (3.29) | -29.8% | | Adjusted Basic and Diluted Net Loss Per Share (Non-GAAP, RMB) | (1.85) | (2.21) | -16.4% | (3.01) | -38.6% | Financial Position This section details the company's balance sheet as of June 30, 2025, highlighting cash reserves, liquidity, and management's assessment of its ability to continue as a going concern Balance Sheet As of June 30, 2025, the company held RMB 27.2 billion in cash and cash equivalents, restricted cash, short-term investments, and long-term time deposits; despite accumulated losses and current liabilities exceeding current assets, management believes financial resources are sufficient for the next 12 months of operations based on business plans and financing capabilities Cash and Equivalents | Metric | As of June 30, 2025 | | :--- | :--- | | Cash and cash equivalents, restricted cash, short-term investments, and long-term time deposits | RMB 27.2 billion (USD 3.8 billion) | - The company has incurred losses since its inception, with current liabilities exceeding current assets and negative shareholders' equity as of June 30, 2025[23] - Management believes that the company's financial resources, including available cash, cash generated from operations, and available credit facilities, will be sufficient to support its continuous operations for the next twelve months[23] Business Outlook NIO projects Q3 2025 vehicle deliveries to be between 87,000 and 91,000 units, representing a 40.7% to 47.1% year-over-year increase, with total revenue expected to range from RMB 21.812 billion to RMB 22.876 billion, a 16.8% to 22.5% year-over-year increase Q3 2025 Outlook | Metric | Q3 2025 Forecast | YoY Growth | | :--- | :--- | :--- | | Vehicle Deliveries | 87,000 to 91,000 vehicles | 40.7% to 47.1% | | Total Revenue | RMB 21.812 billion to RMB 22.876 billion (USD 3.045 billion to USD 3.193 billion) | 16.8% to 22.5% | - This business outlook reflects the company's current and preliminary view on business and market conditions, which are subject to change[24] Conference Call Information This section provides details for the Q2 2025 earnings conference call, including timing, webcast access, and replay options Conference Call Details Company management will host an earnings conference call on September 2, 2025, at 8:00 AM US Eastern Time, with webcast and replay options available, along with dial-in numbers and registration links - The conference call will be held on September 2, 2025, at 8:00 AM US Eastern Time (8:00 PM Beijing/Hong Kong/Singapore Time on September 2, 2025)[25] - A live webcast and replay of the conference call will be available on the company's investor relations website at https://ir.nio.com/news-events/events[25](index=25&type=chunk) - Participants are required to register in advance to receive dial-in numbers, a conference passcode, and a unique access PIN[25] Conference Call Replay A replay of the conference call will be accessible via provided international dial-in numbers and a PIN code until September 9, 2025 Replay Dial-in Numbers | Region | Phone Number | | :--- | :--- | | United States: | +1-855-883-1031 | | Hong Kong, China: | +852-800-930-639 | | Mainland China: | +86-400-1209-216 | | Singapore: | +65-800-1013-223 | | International: | +61-7-3107-6325 | | Replay PIN: | 10049790 | - The replay of the conference call will be available via the provided phone numbers until September 9, 2025[27] Company Profile NIO Group, founded in November 2014, is a pioneer and leader in the global smart electric vehicle market, committed to co-creating a sustainable future, with a vision to be a user enterprise leading in technology and experience, operating three brands: NIO, Onvo, and Firefly, targeting premium, family, and premium compact car segments respectively - NIO Group, founded in November 2014, is committed to co-creating a sustainable and better future, fulfilling its mission of 'Blue Sky Coming'[28] - NIO's vision is to be a user enterprise leading in technology and experience, distinguishing itself through continuous technological breakthroughs and innovation, ultimate products and services, and a co-growing community[28] - The company's brands include NIO, focusing on premium smart electric vehicles; Onvo, targeting smart electric family vehicles; and Firefly, offering smart electric premium compact cars[28] Safe Harbor Statement This press release contains forward-looking statements under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve inherent risks and uncertainties that could cause actual results to differ materially from expectations, and the company undertakes no obligation to update any such statements - This press release contains statements that may constitute 'forward-looking' statements within the meaning of the 'safe harbor' provisions of the U.S. Private Securities Litigation Reform Act of 1995[29] - Forward-looking statements involve inherent risks and uncertainties, and various factors could cause actual results to differ materially from those contained in any forward-looking statement[29] - Except as required by applicable law, NIO undertakes no obligation to update any forward-looking statements[29] Non-GAAP Reconciliation This section provides reconciliations of Non-GAAP financial measures to their most directly comparable GAAP measures, explaining the adjustments made to better reflect underlying business trends Explanation of Non-GAAP Measures The company uses Non-GAAP measures such as adjusted cost of sales, R&D expenses, SG&A expenses, operating loss, net loss, and EPS to evaluate operating performance and inform financial decisions, by excluding non-cash or non-recurring items like share-based compensation and organizational optimization expenses, to better reflect underlying business trends - The company uses Non-GAAP measures such as adjusted cost of sales, R&D expenses, selling, general and administrative expenses, operating loss, net loss, and basic and diluted net loss per share/ADS to evaluate its operating performance and for financial and operational decision-making[30] - Non-GAAP financial measures, by excluding share-based compensation expenses, organizational optimization expenses, and accretion of redeemable non-controlling interests, help identify underlying business trends and enhance the overall understanding of the company's past performance and future prospects[30] - Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for net loss or other consolidated statements of comprehensive loss data prepared in accordance with U.S. GAAP[31] Q2 2025 Non-GAAP Reconciliation In Q2 2025, adjusted operating loss and net loss were significantly lower than GAAP losses after excluding share-based compensation and organizational optimization expenses, with basic and diluted net loss per share adjusted from RMB 2.31 to RMB 1.85 Q2 2025 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Organizational Optimization Expenses | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | (17,111,142) | 12,867 | 54,282 | (17,043,993) | | R&D Expenses | (3,007,032) | 302,620 | 215,532 | (2,488,880) | | Selling, General & Administrative Expenses | (3,964,921) | 110,688 | 172,074 | (3,682,159) | | Operating Loss | (4,908,858) | 426,175 | 441,888 | (4,040,795) | | Net Loss | (4,994,801) | 426,175 | 441,888 | (4,126,738) | | Net Loss Attributable to NIO Ordinary Shareholders | (5,141,307) | 426,175 | 441,888 | (4,124,870) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (2.31) | 0.19 | 0.20 | (1.85) | Q1 2025 Non-GAAP Reconciliation In Q1 2025, adjusted operating loss and net loss narrowed compared to GAAP losses, with basic and diluted net loss per share adjusted from RMB 3.29 to RMB 3.01 Q1 2025 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | | Operating Loss | (6,418,128) | 470,939 | (5,947,189) | | Net Loss | (6,750,033) | 470,939 | (6,279,094) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (3.29) | 0.21 | (3.01) | Q2 2024 Non-GAAP Reconciliation In Q2 2024, adjusted operating loss and net loss narrowed compared to GAAP losses, with basic and diluted net loss per share adjusted from RMB 2.50 to RMB 2.21 Q2 2024 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | | Operating Loss | (5,209,298) | 510,753 | (4,698,545) | | Net Loss | (5,045,983) | 510,753 | (4,535,230) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (2.50) | 0.25 | (2.21) | H1 2025 Non-GAAP Reconciliation In H1 2025, adjusted operating loss and net loss were significantly lower than GAAP losses after excluding share-based compensation and organizational optimization expenses, with basic and diluted net loss per share adjusted from RMB 5.56 to RMB 4.81 H1 2025 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Organizational Optimization Expenses | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | :--- | | Operating Loss | (11,326,986) | 897,114 | 441,888 | (9,987,984) | | Net Loss | (11,744,834) | 897,114 | 441,888 | (10,405,832) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (5.56) | 0.41 | 0.20 | (4.81) | H1 2024 Non-GAAP Reconciliation In H1 2024, adjusted operating loss and net loss narrowed compared to GAAP losses, with basic and diluted net loss per share adjusted from RMB 5.07 to RMB 4.60 H1 2024 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | | Operating Loss | (10,603,371) | 792,164 | (9,811,207) | | Net Loss | (10,230,560) | 792,164 | (9,438,396) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (5.07) | 0.39 | (4.60) | Exchange Rate Information All RMB to USD conversions in this announcement are made at an exchange rate of RMB 7.1636 to USD 1.00, which is the noon buying rate on June 30, 2025, as reported by the Federal Reserve Board's H.10 statistical release - All conversions from RMB to USD in this announcement are made at an exchange rate of RMB 7.1636 to USD 1.00[33] - This exchange rate is the noon buying rate on June 30, 2025, as set forth in the H.10 statistical release of the Federal Reserve Board[33] Investor and Media Contacts This section provides contact information for investor relations and media relations, including email addresses and a link to the company's investor relations website - Investor Relations contact email: ir@nio.com[35] - Media Relations contact email: global.press@nio.com[35] - For more information, visit: **http://ir.nio.com**[34](index=34&type=chunk) Unaudited Condensed Consolidated Financial Statements This section presents the company's unaudited condensed consolidated financial statements, including the balance sheet and comprehensive loss statement, for the periods ended June 30, 2025 Condensed Consolidated Balance Sheets As of June 30, 2025, the company's total assets were RMB 100.046 billion, a decrease from year-end 2024, with reduced current assets and slightly increased non-current assets, while total liabilities slightly decreased, current liabilities still exceeded current assets, and shareholders' equity remained negative Condensed Consolidated Balance Sheets (RMB thousands) | Metric (RMB thousands) | As of December 31, 2024 | As of June 30, 2025 | Change | | :--- | :--- | :--- | :--- | | Assets | | | | | Total Current Assets | 61,886,043 | 52,507,971 | (9,378,072) | | Total Non-Current Assets | 45,718,569 | 47,537,874 | 1,819,305 | | Total Assets | 107,604,612 | 100,045,845 | (7,558,767) | | Liabilities | | | | | Total Current Liabilities | 62,311,024 | 62,281,587 | (29,437) | | Total Non-Current Liabilities | 31,787,045 | 31,148,294 | (638,751) | | Total Liabilities | 94,098,069 | 93,429,881 | (668,188) | | Total Mezzanine Equity | 7,441,997 | 7,734,861 | 292,864 | | Total Shareholders' Equity/(Deficit) | 6,064,546 | (1,118,897) | (7,183,443) | - As of June 30, 2025, cash and cash equivalents were RMB 7,111,459 thousands, a significant decrease from RMB 19,328,920 thousands as of December 31, 2024[36] - As of June 30, 2025, NIO Group's shareholders' equity was a deficit of RMB 1,118,897 thousands[38] Condensed Consolidated Statements of Comprehensive Loss Q2 2025 total revenue increased by 9.0% year-over-year, with gross profit up 12.4%, while operating and net losses significantly narrowed quarter-over-quarter, and basic and diluted net loss per share was RMB 2.31; for H1 2025, total revenue grew 13.5% and gross profit 29.4%, but operating and net losses expanded For the Three Months Ended June 30, 2025 (RMB thousands): | Metric | Q2 2025 | Q2 2024 | Q1 2025 | | :--- | :--- | :--- | :--- | | Total Revenue | 19,008,665 | 17,445,968 | 12,034,729 | | Total Cost of Sales | (17,111,142) | (15,757,253) | (11,115,175) | | Gross Profit | 1,897,523 | 1,688,715 | 919,554 | | Operating Loss | (4,908,858) | (5,209,298) | (6,418,128) | | Net Loss | (4,994,801) | (5,045,983) | (6,750,033) | | Net Loss Attributable to NIO Ordinary Shareholders | (5,141,307) | (5,126,370) | (6,891,061) | | Basic and Diluted Net Loss Per Share (RMB) | (2.31) | (2.50) | (3.29) | For the Six Months Ended June 30, 2025 (RMB thousands): | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Total Revenue | 31,043,394 | 27,354,604 | | Total Cost of Sales | (28,226,317) | (25,178,158) | | Gross Profit | 2,817,077 | 2,176,446 | | Operating Loss | (11,326,986) | (10,603,371) | | Net Loss | (11,744,834) | (10,230,560) | | Net Loss Attributable to NIO Ordinary Shareholders | (12,032,368) | (10,384,288) | | Basic and Diluted Net Loss Per Share (RMB) | (5.56) | (5.07) | - Total other comprehensive income for Q2 2025 was RMB 184,568 thousands, primarily from foreign currency translation adjustments[40] Reconciliation Between US GAAP and IFRS This section provides a reconciliation statement between US GAAP and IFRS, detailing significant differences in financial data preparation for the company as a secondary listing issuer on the HKEX Reconciliation Overview As a secondary listing issuer on the HKEX, NIO is required to provide a reconciliation statement between US GAAP and IFRS to reflect significant differences in financial data preparation under the two accounting standards - As a secondary listing issuer on the Hong Kong Stock Exchange, the company is required to include a reconciliation statement in its annual financial statements for the first full financial year commencing on or after January 1, 2022, and in all subsequent financial statements[49] - PricewaterhouseCoopers, the company's Hong Kong auditor, has performed a limited assurance engagement on the reconciliation statement[49] - The reconciliation statement aims to illustrate the impact of significant differences between the group's unaudited interim condensed consolidated financial information prepared under U.S. GAAP and IFRS accounting standards[50] Condensed Consolidated Statements of Comprehensive Loss Reconciliation For H1 2025, net loss under US GAAP was RMB 11.745 billion, adjusted to RMB 11.587 billion under IFRS; for H1 2024, US GAAP net loss was RMB 10.231 billion, adjusted to RMB 7.574 billion under IFRS, with key adjustments including share-based compensation, convertible bonds, interest expense, and accrued warranty For the Six Months Ended June 30, 2025 (RMB thousands): | Metric | US GAAP | Share-based Compensation | Convertible Bonds | Interest Expense | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | (28,226,317) | 10,547 | – | – | 82,627 | 10,372 | (28,122,771) | | Operating Loss | (11,326,986) | 524,671 | – | – | 279,541 | 10,372 | (10,512,402) | | Net Loss | (11,744,834) | 524,671 | (12,290) | (292,864) | (3,083) | (61,987) | (11,586,876) | For the Six Months Ended June 30, 2024 (RMB thousands): | Metric | US GAAP | Share-based Compensation | Convertible Bonds | Derivative Financial Instruments Call Spread Options | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | (25,178,158) | 15,686 | – | – | 85,798 | 126,786 | (24,949,888) | | Operating Loss | (10,603,371) | 348,812 | – | – | 210,702 | 126,786 | (9,917,071) | | Net Loss | (10,230,560) | 348,812 | 2,531,375 | (49,838) | (89,060) | 53,241 | (7,574,096) | - IFRS adjustments led to a significant reduction in H1 2024 net loss, primarily due to the fair value changes of convertible bonds[54] Condensed Consolidated Balance Sheets Reconciliation As of June 30, 2025, total assets under US GAAP were RMB 100.046 billion, adjusted to RMB 100.116 billion under IFRS; shareholders' equity shifted from a deficit under US GAAP to a positive value under IFRS, mainly due to adjustments for convertible bonds, redeemable non-controlling interests, and accumulated deficit As of June 30, 2025 (RMB thousands): | Metric | US GAAP | Convertible Bonds | Redeemable Non-Controlling Interests | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 100,045,845 | – | 500,000 | (429,495) | – | 100,116,350 | | Total Liabilities | 93,429,881 | (2,078,740) | 8,234,861 | – | (638,775) | 98,947,227 | | Total Shareholders' Equity | (1,118,897) | 2,078,740 | – | (429,495) | 638,775 | 1,169,123 | As of December 31, 2024 (RMB thousands): | Metric | US GAAP | Convertible Bonds | Redeemable Non-Controlling Interests | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 107,604,612 | – | 500,000 | (426,412) | – | 107,678,200 | | Total Liabilities | 94,098,069 | (2,002,800) | 7,941,997 | – | (700,762) | 99,336,504 | | Total Shareholders' Equity | 6,064,546 | 2,002,800 | – | (426,412) | 700,762 | 8,341,696 | - Under IFRS, redeemable non-controlling interests are reclassified as financial liabilities, leading to an increase in liabilities, with corresponding adjustments made to accumulated deficit and capital reserve[58][60] Explanation of Reconciliation Adjustments This section details the accounting treatment differences between US GAAP and IFRS for items such as share-based compensation, convertible bonds, derivative financial instruments, redeemable non-controlling interests, available-for-sale debt securities, equity securities, leases, accrued warranty, and software, which necessitate financial statement adjustments - Share-based compensation: US GAAP allows for the use of the straight-line method for expense recognition, while IFRS requires a graded vesting method[63] - Convertible bonds: US GAAP measures at amortized cost, while IFRS designates them as fair value through profit or loss[64] - Redeemable non-controlling interests: US GAAP classifies as mezzanine equity, while IFRS initially recognizes them as financial liabilities at the present value of the redemption amount[66] - Leases: US GAAP recognizes operating lease expenses on a straight-line basis, while IFRS depreciates right-of-use assets typically on a straight-line basis and measures lease liability interest expense using the effective interest method[69] - Accrued warranty: US GAAP allows for not discounting provisions, while IFRS measures at the present value of expected cash flows and recognizes interest expense[70] - Software: US GAAP records software within property, plant and equipment, while IFRS presents it under the intangible assets category[71] Appendix: Corporate Governance and Shareholder Protection This appendix covers the company's weighted voting rights structure, the role of its Nomination and ESG Committee, and specific shareholder protection mechanisms during its Hong Kong listing period Weighted Voting Rights Structure NIO Group employs a weighted voting rights structure where founder Mr. William Li holds voting control through Class C ordinary shares (8 votes per share), despite not having a majority economic interest; this structure aims to support long-term strategy, but investors should be aware of potential risks, including misaligned interests between WVR beneficiaries and overall shareholders - The company is controlled by a weighted voting rights structure, where Class A ordinary shareholders have one vote per share, and Class C ordinary shareholders have eight votes per share[72] - Founder Mr. William Li exercises voting control over the company through Originalwish Limited, mobike Global Ltd., and NIO Users Limited, which hold Class C ordinary shares[72] - As of June 30, 2025, Mr. William Li collectively held 16,971,207 Class A ordinary shares and 148,500,000 Class C ordinary shares, representing approximately 36.6% of the voting rights for shareholder resolutions, excluding certain reserved matters[73] - Class C ordinary shareholders may convert their Class C ordinary shares into Class A ordinary shares at a one-to-one ratio[75] - Weighted voting rights terminate under specific circumstances, such as the death of the WVR beneficiary, their cessation as a board member, or the transfer of beneficial ownership of Class C ordinary shares[78] Nomination and ESG Committee NIO has established a Nomination and ESG Committee, composed entirely of independent directors, responsible for overseeing corporate governance policies, managing conflicts of interest, reviewing board structure and member selection, providing training, and reporting regularly to ensure company operations align with the best interests of all shareholders - The company has established a Nomination and ESG Committee in compliance with HKEX Listing Rules 8A.27, 8A.28, and 8A.30, with all members being independent directors (Ms. Long Yu, Mr. Li Tingbin, and Mr. Wu Hai), and Ms. Long Yu serving as Chair[80] - The committee's responsibilities include reviewing and overseeing corporate governance policies and practices, managing conflicts of interest with WVR beneficiaries, reviewing director and senior management training, and identifying and interviewing board candidates[80][82] - The Nomination and ESG Committee has confirmed to the Board that it believes the company has implemented sufficient corporate governance measures to manage potential conflicts of interest and ensure that the company's operations and management are consistently in the best interests of all shareholders[81] Shareholder Protection During HK Listing Period During the "Relevant Period" of its secondary listing on the HKEX, the company is subject to certain restrictions and shareholder protection provisions under Chapter 8A of the HKEX Listing Rules; after this period, some protections will no longer apply, the NIO User Trust will gain director nomination rights, and the Board will be authorized to approve share splits or issue new share classes with enhanced voting rights, requiring investors to note potential risks - During the 'Relevant Period' of its secondary listing on the Hong Kong Stock Exchange, the company may only have one class of shares with enhanced or weighted voting rights, and the proportion of Class C ordinary shares to total issued shares cannot be further increased[85] - After the Relevant Period, HKEX Listing Rules 8A.07, 8A.09, and other provisions will no longer apply, and the NIO User Trust will have the right to nominate one director to the Board[84] - After the Relevant Period, the company's directors will also have the right, among other things, to authorize share splits or designate new classes of shares with enhanced voting rights or issue preferred shares[84] - Investors are urged to note the potential risks associated with a possible change in listing venue, for example, if the company's shares are no longer traded on the Hong Kong Stock Exchange, investors may lose the shareholder protection mechanisms provided under the relevant HKEX Listing Rules[84] - Scenarios in which the company may cease to be secondarily listed on the Hong Kong Stock Exchange include voluntary delisting, a majority of trading shifting to the Hong Kong Stock Exchange market, primary conversion, overseas delisting, or delisting by the Hong Kong Stock Exchange/SFC[86][87]