IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Preliminary Prospectus attached to this e-mail. You are therefore advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Preliminary Prospectus. In accessing the attached Preliminary Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, which we may make at our sole discretion at any time and each time you receive any information from us as a result of such access. You acknowledge that the access to the attached Preliminary Prospectus via e-mail is intended for use by you only and you agree you will not provide access via e-mail or otherwise to any other person. Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed to the registrant to which the Preliminary Prospectus pertains and to each of the underwriters identified in the attached document that (1) you are not a resident in a jurisdiction where delivery of the Preliminary Prospectus by electronic transmission may not be lawfully made in accordance with the laws of the applicable jurisdiction, AND (2) you consent to delivery of the Preliminary Prospectus and any amendments or supplements thereto by electronic transmission. The Preliminary Prospectus has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the registrant to which the Preliminary Prospectus pertains or any of the underwriters identified in the attached document or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version of the Preliminary Prospectus. You assume the risk of any discrepancies between the printed Preliminary Prospectus and the electronic version of this document. We will provide a hard copy version to you upon request. Restrictions: The attached document is a “red herring” and is being furnished in connection with an offering solely for the purpose of enabling a prospective investor to consider the purchase of the securities described therein. You are reminded that the information in the attached document is not complete and may be changed at any time without notice. Any investment decision should be made on the basis of the Preliminary Prospectus, as amended or supplemented. Nothing in this electronic transmission constitutes an offer of securities for sale to persons other than specified persons to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. You are reminded that you have accessed the attached Preliminary Prospectus on the basis that you are a person into whose possession this Preliminary Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. THE FOLLOWING PRELIMINARY PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. A REGISTRATION STATEMENT ON FORM F-1 RELATING TO THE SECURITIES DESCRIBED IN THE PRELIMINARY PROSPECTUS HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. NOTHING HEREIN CONSTITUTES AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION OR THE SALE OF THESE SECURITIES IS UNLAWFUL. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. The offering will be made solely on the information contained in this Preliminary Prospectus, and any pricing supplement and final prospectus delivered to you, in connection with the offering. This email and the attached Preliminary Prospectus are intended only for use by the addressee named herein. If you have received this email and the attached Preliminary Prospectus in error, please immediately delete them and any copies thereof from your system, notify us by reply email and destroy any printouts thereof. PROSPECTUS (Subject to Completion) Issued August 28, 2018. 160,000,000 American Depositary Shares NIO Inc. Representing 160,000,000 Class A Ordinary Shares iled with the Securities and Exchange NIO Inc. is offering 160,000,000 American depositary shares, or ADSs. This is our initial public offering and no public market exists for our ADSs or ordinary shares. Each ADS represents one Class A ordinary share, par value US$0.00025 per share. We anticipate that the initial public offering price per ADS will be between US$6.25 and US$8.25. in any state where the offer or sale is not permitted. We have applied for the listing of our ADSs on the New York Stock Exchange under the symbol “NIO.” We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Investing in our ADSs involves risks. See “Risk Factors” beginning on page 14. PRICE US$ PER ADS Underwriting Discounts Price to and Public Commissions(1) Proceeds to us Per ADS ....................................... US$ US$ US$ Total .......................................... US$ US$ US$ (1) See “Underwriting” beginning on page 207 of this prospectus for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to an additional 24,000,000 ADSs to cover over- allotments at the initial public offering price less the underwriting discounts and commissions. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Mr. Bin Li, our chairman and chief executive officer, together with his affiliates, will beneficially own all of our issued Class C ordinary shares and will be able to exercise approximately 48.3% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering, assuming that the underwriters do not exercise their over-allotment option. The Tencent entities (as defined herein) will beneficially own all of our issued Class B ordinary shares and will be able to exercise approximately 21.5% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering, assuming that the underwriters do not exercise their over-allotment option. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights other than voting and conversion rights. Each holder of Class A ordinary shares is entitled to one vote per share, each holder of our Class B ordinary shares is entitled to four votes per share and each holder of our Class C ordinary shares is entitled to eight votes per share on all matters submitted to them for a vote. Our Class A ordinary shares, Class B ordinary shares and Class C ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Each Class B ordinary share and Class C ordinary share is convertible into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. The underwriters expect to deliver the ADSs to purchasers on , 2018. Morgan Stanley Goldman Sachs (Asia) L.L.C. J.P. Morgan BofA Merrill Deutsche Bank Citigroup Credit Suisse UBS Investment Lynch Securities Bank Wolfe Capital Markets and Advisory Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement f , 2018. Our Cars Interior NOMI NIO Pilot Our Community NIO House NIO Life NIO APP NIO Power To shape a joyful lifestyle by offering premium smart electric vehicles and being the best user enterprise TABLE OF CONTENTS Letter from Bin Li ...................... ii Industry ............................... 107 Prospectus Summary ..................... 1 Business ............................... 118 The Offering ........................... 8 Regulation ............................. 144 Summary Consolidated Financial Data ...... 10 Management ........................... 162 Risk Factors ............................ 14 Principal Shareholders .................... 172 Special Note Regarding Forward-Looking