|
CUSIP No.
|
62914V106
|
|
1.
|
Names of Reporting Persons.
Temasek Holdings (Private) Limited
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Republic of Singapore
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
41,446,985
*
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
41,446,985*
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
41,446,985*
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4%
**
|
|
12.
|
Type of Reporting Person (See Instructions)
HC
|
|
|
|
|
|
|
|
________________________
*
See Item 4 of this Schedule.
**
The percentage
calculation is based on 769,479,824 Class A Ordinary Shares outstanding, as reported by Bloomberg on February 12, 2019.
|
CUSIP No.
|
62914V106
|
|
1.
|
Names of Reporting Persons.
Tembusu Capital Pte. Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Republic of Singapore
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
41,446,985
*
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
41,446,985*
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
41,446,985*
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4%
**
|
|
12.
|
Type of Reporting Person (See Instructions)
HC
|
|
|
|
|
|
|
|
_________________________
*
See Item 4 of this Schedule.
**
The percentage
calculation is based on 769,479,824 Class A Ordinary Shares outstanding, as reported by Bloomberg on February 12, 2019.
|
CUSIP No.
|
62914V106
|
|
1.
|
Names of Reporting Persons.
Thomson Capital Pte. Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Republic of Singapore
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
41,446,985
*
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
41,446,985*
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
41,446,985*
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4%
**
|
|
12.
|
Type of Reporting Person (See Instructions)
HC
|
|
|
|
|
|
|
|
________________________
*
See Item 4 of this Schedule.
**
The percentage
calculation is based on 769,479,824 Class A Ordinary Shares outstanding, as reported by Bloomberg on February 12, 2019.
|
CUSIP No.
|
62914V106
|
|
1.
|
Names of Reporting Persons.
Anderson Investments Pte. Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Republic of Singapore
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
41,446,985
*
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
41,446,985*
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
41,446,985*
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4%
**
|
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
_________________________
*
See Item 4 of this Schedule.
**
The percentage
calculation is based on 769,479,824 Class A Ordinary Shares outstanding, as reported by Bloomberg on February 12, 2019.
|
Item 1(a).
|
Name of Issuer:
|
NIO Inc.
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Building 20, No. 56 AnTuo Road
Jiading District, Shanghai, 201804
People’s Republic of China
|
|
Item 2(a).
|
Name of Person Filing:
|
This Schedule 13G is jointly filed on behalf
of the following persons (the “Reporting Persons”):
(i) Temasek Holdings (Private) Limited
(“Temasek Holdings”).
(ii) Tembusu Capital Pte. Ltd. (“Tembusu”),
a wholly-owned subsidiary of Temasek Holdings.
(iii) Thomson Capital Pte. Ltd. (“Thomson”),
a wholly-owned subsidiary of Tembusu.
(iv)
Anderson Investments Pte. Ltd. (“Anderson”), a wholly-owned subsidiary of Thomson.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The
address of the principal business office of each of the Reporting Persons is
60B Orchard Road #06-18 Tower 2, The Atrium@Orchard,
Republic of Singapore 238891
The citizenship of all Reporting Persons
is the Republic of Singapore.
|
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Ordinary Shares, par value US$0.00025
per share.
62914V106
|
|
Item 3.
|
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not Applicable.
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
|
|
(a)
|
Amount beneficially owned:
As of December 31, 2018,
Anderson
directly owned
41,446,985
Class A Ordinary Shares in the form of the Issuer’s
American depositary shares
. Anderson is wholly-owned by Thomson, which in turn is wholly-owned by Tembusu. Tembusu is wholly-owned
by Temasek Holdings. Accordingly, as of the date of December 31, 2018, each of Temasek Holdings, Tembusu and Thomson may be deemed
to beneficially own the 41,446,985 Class A Ordinary Shares held by Anderson.
|
|
|
(b)
|
Percent of Class:
5.4%, based on 769,479,824 Class A Ordinary Shares
outstanding, as reported by Bloomberg on February 12, 2019.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or direct the vote:
|
0.
|
|
(ii)
|
Shared power to vote or direct the vote:
|
Temasek
Holdings: 41,446,985
Tembusu:
41,446,985
Thomson:
41,446,985
Anderson:
41,446,985
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0.
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
Temasek Holdings: 41,446,985
Tembusu: 41,446,985
Thomson: 41,446,985
Anderson: 41,446,985
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not
applicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
LIST OF EXHIBITS
|
Exhibit No.
|
Description
|
|
|
|
|
A
|
Joint Filing Agreement
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2019
|
|
Temasek
Holdings (Private) Limited
|
|
|
|
|
|
By:
|
/s/ Andrew Ang Lye Whatt
|
|
|
|
Name: Andrew Ang Lye Whatt
|
|
|
|
Title: Authorized Signatory
|
|
|
Tembusu
Capital Pte. Ltd.
|
|
|
|
|
|
By:
|
/s/ Cheong Kok Tim
|
|
|
|
Name: Cheong Kok Tim
|
|
|
|
Title: Director
|
|
|
Thomson
Capital Pte. Ltd.
|
|
|
|
|
|
By:
|
/s/ Poy Weng Chuen
|
|
|
|
Name: Poy Weng Chuen
|
|
|
|
Title: Director
|
|
|
Anderson
Investments Pte. Ltd.
|
|
|
|
|
|
By:
|
/s/ Poy Weng Chuen
|
|
|
|
Name: Poy Weng Chuen
|
|
|
|
Title: Director
|
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed
on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Date: February 14, 2019
|
|
Temasek
Holdings (Private) Limited
|
|
|
|
|
|
By:
|
/s/ Andrew Ang Lye Whatt
|
|
|
|
Name: Andrew Ang Lye Whatt
|
|
|
|
Title: Authorized Signatory
|
|
|
Tembusu
Capital Pte. Ltd.
|
|
|
|
|
|
By:
|
/s/ Cheong Kok Tim
|
|
|
|
Name: Cheong Kok Tim
|
|
|
|
Title: Director
|
|
|
Thomson
Capital Pte. Ltd.
|
|
|
|
|
|
By:
|
/s/ Poy Weng Chuen
|
|
|
|
Name: Poy Weng Chuen
|
|
|
|
Title: Director
|
|
|
Anderson
Investments Pte. Ltd.
|
|
|
|
|
|
By:
|
/s/ Poy Weng Chuen
|
|
|
|
Name: Poy Weng Chuen
|
|
|
|
Title: Director
|