95,000,000 American Depositary Shares Li Auto Inc
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Use these links to rapidly review the document TABLE OF CONTENT INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-239812 95,000,000 American Depositary Shares Li Auto Inc. Representing 190,000,000 Class A Ordinary Shares This is an initial public offering of 95,000,000 American depositary shares, or ADSs, by Li Auto Inc. Each ADS represents two of our Class A ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been no public market for the ADSs or our Class A ordinary shares. Our ADSs have been approved for listing on the Nasdaq Global Select Market under the symbol "LI." We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Upon the completion of this offering and the concurrent private placements, we will be a "controlled company" as defined under the Nasdaq Stock Market Rules. Mr. Xiang Li, our founder, chairman, and chief executive officer, will hold more than 50% of our aggregate voting power immediately upon the completion of this offering and the concurrent private placements. See "Principal Shareholders." Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Mr. Xiang Li will beneficially own all of our issued and outstanding Class B ordinary shares. These Class B ordinary shares will constitute approximately 21.3% of our total issued and outstanding ordinary shares and 73.0% of the aggregate voting power of our total issued and outstanding ordinary shares immediately after the completion of this offering and the concurrent private placements, assuming that the underwriters do not exercise their option to purchase additional ADSs. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and is not convertible into Class B ordinary shares under any circumstances. Each Class B ordinary share is entitled to ten votes, subject to certain conditions, and is convertible into one Class A ordinary share at any time by the holder thereof. Concurrently with, and subject to, the completion of this offering, certain existing shareholders have agreed to purchase US$380.0 million in Class A ordinary shares from us, including (i) US$300.0 million by Inspired Elite Investments Limited, an affiliate of Meituan Dianping, (ii) US$30.0 million by Bytedance (HK) Limited, an affiliate of Bytedance Ltd., (iii) US$30.0 million by Zijin Global Inc., an affiliate of Mr. Xing Wang, our director, and (iv) US$20.0 million by Kevin Sunny Holding Limited. The concurrent private placements are each at a price per share equal to the initial public offering price adjusted to reflect the ADS-to-Class A ordinary share ratio. Our proposed issuance and sale of Class A ordinary shares to each investor is being made through private placement pursuant to an exemption from registration with the U.S. Securities and Exchange Commission, or the SEC, under Regulation S of the U.S. Securities Act of 1933, as amended, or the Securities Act. Each of the private placement investors has agreed not to, directly or indirectly, sell, transfer, or dispose of any Class A ordinary shares for a period of 180 days after the date of this prospectus, subject to certain exceptions. Investing in our ADSs involves risks. See "Risk Factors" beginning on page 16. PRICE US$11.50 PER ADS Per ADS Total Initial public offering price US$ 11.50 US$ 1,092,500,000 Underwriting discounts and commissions US$ 0.46 US$ 43,700,000 Proceeds, before expenses, to us US$ 11.04 US$ 1,048,800,000 We have granted the underwriters an option to purchase up to an additional 14,250,000 ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment in U.S. dollars on or about August 3, 2020. (in alphabetical order) Goldman Sachs (Asia) L.L.C. Morgan Stanley UBS Investment Bank CICC Tiger Brokers Snowball Prospectus dated July 29, 2020. Table of Contents Table of Contents TABLE OF CONTENT Page PROSPECTUS SUMMARY 1 SUMMARY CONSOLIDATED FINANCIAL DATA 14 RISK FACTORS 16 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 70 USE OF PROCEEDS 72 DIVIDEND POLICY 73 CAPITALIZATION 74 DILUTION 77 ENFORCEABILITY OF CIVIL LIABILITIES 79 CORPORATE HISTORY AND STRUCTURE 81 SELECTED CONSOLIDATED FINANCIAL DATA 86 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 88 INDUSTRY 113 BUSINESS 121 REGULATIONS 138 MANAGEMENT 157 PRINCIPAL SHAREHOLDERS 165 RELATED PARTY TRANSACTIONS 168 DESCRIPTION OF SHARE CAPITAL 170 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 185 SHARES ELIGIBLE FOR FUTURE SALES 196 TAXATION 198 UNDERWRITING 205 EXPENSES RELATED TO THIS OFFERING 216 LEGAL MATTERS 217 EXPERTS 218 WHERE YOU CAN FIND ADDITIONAL INFORMATION 219 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any free writing prospectus outside of the United States. Until August 23, 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. i Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under "Risk Factors," before deciding whether to invest in our ADSs. This prospectus contains information from an industry report commissioned by us and prepared by China Insights Consultancy, or CIC, an independent research firm, to provide information regarding our industry. We refer to this report as the CIC Report. Overview We are an innovator in China's new energy vehicle market. We design, develop, manufacture, and sell premium smart electric SUVs. Through our product, technology, and business model innovation, we provide families with safe, convenient, and cost-effective mobility solutions. We are the first to successfully commercialize extended-range electric vehicles, or EREVs, in China. Our first model, Li ONE, is a six-seat, large premium electric SUV equipped with a range extension system and cutting-edge smart vehicle solutions. We started the volume production of Li ONE in November 2019 and delivered over 10,400 Li ONEs as of June 30, 2020. We are dedicated to serving the mobility needs of families in China. To this end, we strategically focus on the SUV segment within a price range of RMB150,000 (approximately US$21,000) to RMB500,000 (approximately US$70,000). With their growing consumption power, families in China tend to choose SUVs for daily commutes and weekend family trips. As one of the most competitive SUV models in China, Li ONE is well positioned to capture the huge growth opportunity of this segment. We believe that Li ONE offers our customers unparalleled value for money with the performance, functionality, and cabin-space of a large premium SUV but pricing close to a compact premium SUV. We leverage technology to create value for our customers. We concentrate our in-house development efforts on our proprietary range extension system and smart vehicle solutions. Our proprietary range extension system enables customers to enjoy all the benefits of an electric vehicle while freeing them from range anxiety typically associated with battery electric vehicles, or BEVs. We believe that our range extension solution will contribute to wider and earlier adoption of electric vehicles in China. Our range extension solution also enables us to significantly reduce our bill of materials cost, or BOM cost, which results in more competitive pricing of Li ONE when compared to BEVs and ICE vehicles in a similar class. In addition, we have developed our signature four-display interactive system, full-coverage in-car voice control system, and advanced driver- assistance system, or ADAS, delivering safe and enjoyable driving and riding experiences to our customers. Furthermore, our utilization of firmware over-the-air upgrades, or FOTA upgrades, enables us to provide additional functionalities and improve vehicle performance continuously throughout the entire vehicle lifecycle.