(1)

GeniTech Co., Ltd., a limited liability company duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MAELWJFX30, and with its registered address at Building F, Hengchuang Intelligent Science and Technology Park, No. 3963, Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province (the “Company” or “Target Company”);

(2)

NIO Inc., a company duly organized and validly existing under the Laws of the Cayman Islands, and with its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“NIO”);

(3)

NIO Technology (Anhui) Co., Ltd., a limited liability company duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MA2W48B2X6, and with its registered address at Building F, Hengchuang Intelligent Science and Technology Park, No. 3963, Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province (“Controlling Shareholder”);

(4)

Hefei Shenrui No.1 Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MAK4BXLL2H, and with its registered address at Room 2001, 2/F, Building F, Hengchuang Intelligent Science and Technology Park, No. 3963, Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province (“Shenrui No.1”);

(5)

Hefei Shenrui No.2 Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MAK4C1DU3H, and with its registered address at Room 2002, 2/F, Building F, Hengchuang Intelligent Science and Technology Park, No. 3963, Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province (“Shenrui No.2”);

(6)

Hefei Shenrui No.3 Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MAK3BJ489X, and with its registered address at Room 2003, 2/F, Building F, Hengchuang Intelligent Science and Technology Park, No. 3963, Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province (“Shenrui No.3”);

(7)

Hefei Jiantou Emerging Industry Equity Investment Fund Partnership Enterprise (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MAERNQ6CXM, and with its registered address at 4th Floor, Podium Building, Jiantou Building, No. 229 Wuhan Road, Yandun Subdistrict, Baohe District, Hefei, Anhui Province (“Emerging Industry Fund”);

(8)

Hefei Haiheng Emerging Industry Equity Investment Fund Partnership Enterprise (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MADY33TD70, and with its registered address at Room 8025, 8th Floor, Building 9, Sino-German Innovation Park, No. 6155 Jinxiu Avenue, Linhu Community, Hefei Economic and Technological Development Zone, Hefei, Anhui Province (“Hefei Haiheng”);

(9)

Shenzhen Harmonious Growth Phase III Technology Development Equity Investment Fund Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91440300MA5FHNP8XE, and with its registered address at Room 402-7, Building 1, Yujingwan Garden, Xin’an Sixth Road, Haiyu Community, Xin’an Street, Bao’an District, Shenzhen (“Harmonious Growth Fund”);

(10)

Social Security Fund Yangtze River Delta Technology Innovation Equity Investment Fund (Shanghai) Partnership Enterprise (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91310000MAD48PMF9G, and with its registered address at 180 South Urumqi Road, Xuhui District, Shanghai (“Social Security Yangtze River Delta Fund”,

(11)

OmniVision Integrated Circuits Group, Inc., a limited liability company duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 9131000066244468X3, and with its registered address at 7/F, Block C, Building 1, 3000 Longdong Avenue, China (Shanghai) Pilot Free Trade Zone (“OmniVision Group”);

(12)

Shanghai Keshi Management Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91310230MAK283X904, and with its registered address at Hongfeng Road No.33, Hengsha Township, Chongming District, Shanghai (Shanghai Hengtai Economic Development Zone) (“Shanghai Keshi”);

(13)

Shenzhen Juyuan Xinchuang Private Equity Investment Fund Partnership Enterprise (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91440300MA5GTXGA20, and with its registered address at Room 1007, Building 7, Phase II, Hongshan 6979, Daling Community, Minzhi Street, Longhua District, Shenzhen (“Juyuan Xinchuang”);

(14)

Jiaxing Juyuan Zhiguang Equity Investment Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91330402MAK4R5MN6Y, and with its registered address at Room 221-100, Building 1, Fund Town, No. 1856 Nanjiang Road, Dongzha Street, Nanhu District, Jiaxing City, Zhejiang Province (“Juyuan Zhiguang”, together with Juyuan Xinchuang, the “Zhongxin Juyuan”)；

(15)

Anhui Guokong Growth Energy Investment Fund Partnership Enterprise (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340111MA2WCKDQ5B, and with its registered address at BH333, Binhu Financial Town, No. 8 Heilongjiang Road, Baohe District, Hefei City (“Anhui Guokong”);

(16)

Anhui Gaoxin Yuanhe Puhua Private Equity Investment Fund Partnership Enterprise (Limited Partnership), a limited partnership duly established and

(17)

Hefei Weilai Industrial Development Equity Investment Partnership Enterprise (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91340121MA8NGPNUXW, and with its registered address at Shuangfeng Zhigu Innovation and Entrepreneurship Technology Park, Intersection of Meichonghu Road and Wenming Road, Shuangfeng Industrial Zone, Changfeng County, Hefei City, Anhui Province (“Hefei Weilai Investment”);

(18)

Chongqing Manufacturing Transformation and Upgrade Private Equity Investment Fund Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91500151MA7F7WCR6C, and with its registered address at 15/F, Financial Building, No. 505 Jinlong Avenue, Dongcheng Subdistrict, Tongliang District, Chongqing (“Chongqing Manufacturing Fund”);

(19)

Hubei Green Innovation Navigation Equity Investment Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91420106MAEL9FK33A, and with its registered address at Room 3206, New Commercial Service Facility (Tietou Carbon Hub), No. 223 Zhongbei Road, Wuchang District, Wuhan City, Hubei Province (“Hubei Green Innovation Fund”, together with Chongqing Manufacturing Fund, the “Jianxin Equity”); and

(20)

Kunshan Yuanhe Yucheng Venture Capital Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China, holding a business license with unified social credit code of 91320583MAD0U3MTX7, and with its registered address at Room 702, Building 1, Huijin Fortune Plaza, No. 258 Dengyun Road, Yushan Town, Kunshan City, Suzhou, Jiangsu Province (“Oriza Holdings”).

(1)

On the Execution Date, the Parties entered into a GeniTech Co., Ltd. Subscription Agreement (the “Subscription Agreement”). Pursuant to the Subscription Agreement, the Investors shall subscribe for an aggregate of RMB28,322,075.85 of the registered capital of the Company (the “Transaction”). Upon the completion of the Transaction, the equity structure of the Company on a Fully-Diluted Basis shall be as set forth in Exhibit 1 hereto;

(2)

Pursuant to the Subscription Agreement, the execution of this Agreement is one of the conditions precedent to the completion of the Transaction under the Subscription Agreement;

(3)

The Parties intend to set forth certain rights enjoyed by and obligations assumed by the shareholders of the Company.

(1)

The phrase “directly or indirectly” means either directly or indirectly through Affiliates or by contract or other arrangements; the phrase “direct or indirect” shall have a corresponding meaning.

(2)

Headings are for convenience only and shall not affect the interpretation of this Agreement.

(4)

Any reference to this Agreement shall be deemed to include the schedules and appendices hereto, which form an integral part hereof.

(5)

Unless otherwise specifically provided or indicated in this Agreement, the definitions used in the Subscription Agreement shall have the same meanings in this Agreement.

2.2

The execution and performance of this Agreement by such Party does not violate any Applicable Law or any contract or document legally binding on it.

2.3

Assuming due authorization, execution, and delivery of this Agreement by the other Parties, this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms.

2.4

Such Party has obtained relevant Governmental Approvals or third-party consents required for the execution and performance of this Agreement.

2.5

There is no material litigation or other material dispute pending that affects such Party’s execution or performance of this Agreement.

3.1

Pre-emptive Rights

(1)

After the Closing Date, if the shareholders’ meeting of the Company resolves, prior to the Qualified IPO of the Company, to increase the registered capital or issue any equity interests or securities convertible into the Company’s equity (the “New Equity”) to any person (the “Proposed Subscriber”) for subscription, then before issuing such New Equity to the Proposed Subscriber, the Company shall first make an offer to the Controlling Shareholder and the Investors in accordance with this section (the “New Equity Notice”). The Controlling Shareholder and the Investors (collectively or individually hereinafter referred to as the “Pre-emptive Right Holders”) shall have the right to subscribe for such New Equity in cash on the same terms and conditions and at the same unit price, in proportion to their then-current shareholding percentages in the Company (the “Pre-emptive Right”).

(2)

The New Equity Notice shall specify the type, quantity, subscription price, payment date and method for the subscription price of such New Equity, as well as the basic information of the Proposed Subscriber.

(3)

Within fifteen (15) Business Days after the Company delivers the New Equity Notice to the Pre-emptive Right Holders (the “Pre-emptive Rights Exercise Period”), if a Pre-emptive Right Holder chooses to exercise its Pre-emptive Right, it shall submit a written notice to the Company specifying the number of New Equity it intends to subscribe for. Failure of a Pre-emptive Right Holder to submit a written notice to the Company within the Pre-emptive Rights Exercise Period shall be deemed as a waiver of its Pre-emptive Right with respect to such New Equity.

(4)

If all or part of the Pre-emptive Right Holders do not subscribe or do not fully subscribe for the New Equity within the Pre-emptive Rights Exercise Period, the Company shall, within three (3) Business Days after the expiration of the Pre-emptive Rights Exercise Period, deliver a written notice (the “Oversubscription Notice”) to the shareholders who have fully exercised their Pre-emptive Rights (the “Exercising Pre-emptive Parties”), informing such Exercising Pre-emptive Parties of the remaining New Equity not subscribed for (the “Remaining New Equity”). The Exercising Pre-emptive Parties shall have the right (but not the obligation) to issue a written notice (the “Second Subscription Notice”) to the Company within five (5) Business Days after receiving the Oversubscription Notice (the “Oversubscription Period”), indicating their intention to subscribe for the Remaining New Equity on a priority basis according to the price, terms, and conditions set forth in the New Equity Notice and the quantity of Remaining New Equity they intend to purchase (such right being the “Oversubscription Right”, and such shareholders exercising the Oversubscription Right being the “Oversubscribing Parties”). However, if the total quantity of New Equity that all Oversubscribing Parties intend to subscribe for exceeds the quantity of Remaining New Equity, the quantity of New Equity that such shareholders may subscribe for by exercising the Oversubscription Right shall be the lower of: (1) the quantity intended to be subscribed for as stated in such Oversubscribing Party’s Second Subscription Notice; (2) the product calculated by multiplying the quantity of Remaining New Equity by a fraction, the numerator of which is the registered capital of the Target Company held by such Oversubscribing Party at such time, and the denominator of which is the registered capital of the Target Company held by all Oversubscribing Parties at such time.

(5)

If the Pre-emptive Right Holders do not exercise or do not fully exercise their Pre-emptive Rights and Oversubscription Rights, then with respect to the New Equity for which the Pre-emptive Right Holders have waived or not fully exercised their Pre-emptive Rights and Oversubscription Rights, the Company shall have the right, within one hundred and eighty (180) days after the expiration of the Oversubscription Period, to offer such New Equity for subscription to a Proposed Subscriber at the same or higher price and on non-price terms no less favorable (to the Company) than those set forth in the New

(6)

For the purpose of this section, New Equity shall not include: (i) Equity Securities issued by the Company pursuant to an Equity Incentive Plan approved by the shareholders’ meeting in accordance with this Agreement; (ii) Equity Securities issued by the Company in its IPO; (iii) increases in registered capital arising from the capitalization of profits or capital reserves to increase registered capital or share capital, respectively, approved by the shareholders’ meeting of the Company in accordance with this Agreement and the Articles of Association, in proportion to the parties’ paid-in capital contributions to the Company; (iv) the new registered capital of the Company subscribed for by the Investors under this Transaction; (v) increases in registered capital arising from the conversion, exercise, or exchange of Equity Securities duly issued by the Company in accordance with this Agreement (or, after the Company is converted into a joint stock limited company, shares issued by the Company upon conversion of Equity Securities duly issued in accordance with this Agreement); and (vi) increases in registered capital issued to the Investors pursuant to Section 3.4 (Anti-dilution) of this Agreement.

(7)

If a Pre-emptive Right Holder chooses to exercise its Pre-emptive Right and Oversubscription Right (if applicable), such Pre-emptive Right Holder and the Company shall enter into an agreement regarding such Pre-emptive Right Holder’s subscription for the new registered capital within twenty (20) Business Days after the date of issuance of the Second Subscription Notice set forth in Section 3.1(4).

(8)

Investors that are funds, such as Emerging Industry Fund, Hefei Haiheng, Harmonious Fund, Zhongxin Juyuan, Anhui Guokong, Yuanhe Puhua, Hefei Weilai Investment, Jianxin Equity and Oriza Holdings, shall have the right, at their sole discretion, to exercise all or part of their Pre-emptive Rights and Oversubscription Rights through their fund managers, other fund entities

(1)

After the Closing and prior to the Company’s Qualified IPO, subject to Section 4.2(1) of this Agreement, if NIO, the Controlling Shareholder and/or the Employee Shareholding Platforms (collectively, the “Restricted Shareholders”, individually a “Restricted Shareholder”) intends to sell or otherwise dispose of, directly or indirectly, part or all of the Company’s equity held by it (the “Sale Equity”) to any person (the “Transferee”) (such equity transfer being a “Proposed Transfer”), such Restricted Shareholder shall, prior to the Proposed Transfer, deliver a written notice (the “Transfer Notice”) to the Investors and the Controlling Shareholder (the “ROFR Shareholders”). Such notice shall specify: (i) the name and address of the Transferee; (ii) the amount of the Sale Equity; (iii) the amount and form of the consideration for the Proposed Transfer; and (iv) the other terms and conditions of the Proposed Transfer.

(2)

Within fifteen (15) days from the delivery of the Transfer Notice (the “Offer Period”), each ROFR Shareholder shall have the right to decide and notify the Restricted Shareholder in writing: (x) solely with respect to a Proposed Transfer by the Controlling Shareholder and/or the Employee Shareholding Platforms, that it will purchase the Sale Equity on a priority basis, in proportion to its then-held equity in the Company relative to the equity held by all ROFR Shareholders, on all terms and conditions, including price, as set forth in the Transfer Notice (the “Right of First Refusal”); (y) that it will exercise its Right of Co-sale under Section 3.3 of this Agreement (for the avoidance of doubt, this subparagraph applies only to Investors); or (z) that it consents to such Proposed Transfer and will not exercise its Right of First Refusal (if applicable) or its Right of Co-sale. If any ROFR Shareholder fails to notify such Restricted Shareholder in writing of its decision within the Offer Period, it shall be deemed to have chosen subparagraph (z). For the avoidance of doubt, if the Restricted Shareholder making the Proposed Transfer includes NIO and/or the Controlling Shareholder, the Controlling Shareholder shall not be

(3)

If all or part of the ROFR Shareholders do not purchase or do not fully purchase the Sale Equity within the Offer Period, the Restricted Shareholder shall, within three (3) Business Days after the expiration of the Offer Period, deliver a written notice (the “Oversubscription Notice”) to the ROFR Shareholders who have fully exercised their Right of First Refusal (the “Exercising ROFR Parties”), informing such Exercising ROFR Parties of the remaining Sale Equity not purchased (the “Remaining Sale Equity”). The Exercising ROFR Parties shall have the right (but not the obligation) to issue a written notice (the “Second Purchase Notice”) to the Restricted Shareholder within five (5) Business Days after receiving the Oversubscription Notice (the “Oversubscription Period”), indicating their intention to purchase the Remaining Sale Equity on a priority basis according to all terms and conditions, including price, as set forth in the Transfer Notice, and the quantity of Sale Equity they intend to purchase (such right being the “Oversubscription Right”, and such shareholders exercising the Oversubscription Right being the “Oversubscription Purchasers”). However, if the total quantity of Sale Equity that all Oversubscription Purchasers intend to purchase exceeds the quantity of Remaining Sale Equity, the total quantity of Sale Equity that such shareholders may purchase by exercising the Oversubscription Right shall be the lower of: (a) the quantity intended to be purchased as stated in such Oversubscription Purchaser’s Second Purchase Notice; (b) the product calculated by multiplying the quantity of Remaining Sale Equity by a fraction, the numerator of which is the registered capital of the Company held by such Oversubscription Purchaser at such time, and the denominator of which is the registered capital of the Company held by all Oversubscription Purchasers at such time.

(4)

In the case of Section 3.2(2)(x), the written notice from the ROFR Shareholder shall constitute a contract between the Restricted Shareholder and the ROFR Shareholder for the purchase and sale of the corresponding Sale Equity on all terms and conditions set forth in the Transfer Notice. The ROFR Shareholder and the Restricted Shareholder shall complete the transfer of the corresponding Sale Equity within ninety (90) days after the expiration of the Oversubscription Period.

(5)

At the end of the Oversubscription Period, if the ROFR Shareholders have not exercised their Right of First Refusal or Oversubscription Right or have not purchased all of the Sale Equity, the Restricted Shareholder may transfer the Remaining Sale Equity not subject to the Right of First Refusal or Oversubscription Right to the Transferee at the same or higher price and on non-price terms no more favorable than those set forth in the Transfer Notice, within one hundred and eighty (180) days after the expiration of the Oversubscription Period. If the Restricted Shareholder fails to complete the transfer transaction with the Transferee and the Co-sale Shareholders (if applicable) for the Remaining Sale Equity not subject to the Right of First Refusal or Oversubscription Right within one hundred and eighty (180) days after the expiration of the Oversubscription Period, the Restricted Shareholder must repeat the procedures set forth in Sections 3.2 and 3.3 before continuing the transaction with the Transferee for such Sale Equity.

(6)

Investors that are funds, such as Emerging Industry Fund, Hefei Haiheng, Harmonious Fund, Zhongxin Juyuan, Anhui Guokong, Yuanhe Puhua, Hefei Weilai Investment, Jianxin Equity and Oriza Holdings, shall have the right, at their sole discretion, to exercise all or part of their Right of First Refusal and Oversubscription Right through their fund managers, other fund entities controlled or managed by their fund managers, or other fund entities under common control with such Investor or its fund manager (excluding Competitors).

(7)

This Section 3.2 shall not apply to: (a) the implementation of an Equity Incentive Plan duly approved in accordance with this Agreement; (b) the transfer of equity by a Restricted Shareholder to an Investor pursuant to Section 3.4 (Anti-dilution) of this Agreement; (c) direct or indirect transfers of equity by NIO or the Controlling Shareholder, provided that NIO’s aggregate beneficial shareholding percentage in the Target Company on a look-through basis remains unchanged.

(1)

If any Investor issues a written notice (the “Co-sale Notice”, and the Investor issuing the Co-sale Notice being referred to as the “Co-sale Shareholder”) to a Restricted Shareholder prior to the expiration of the Offer Period pursuant to Section 3.2(2) of this Agreement, requesting to sell jointly to the Transferee

(2)

The Restricted Shareholder shall be obligated to cause the Transferee to purchase the Co-sale Equity at the price and on the terms and conditions set forth in the Transfer Notice. If the Transferee refuses to purchase the Co-sale Equity for any reason, the Restricted Shareholder shall not transfer its Sale Equity to the Transferee, unless the Restricted Shareholder agrees to purchase the Co-sale Equity at the price and on the terms and conditions set forth in the Transfer Notice.

(3)

This Section 3.3 shall not apply to: (a) the implementation of an Equity Incentive Plan duly approved in accordance with this Agreement; (b) the transfer of equity by a Restricted Shareholder to an Investor pursuant to Section 3.4 (Anti-dilution) of this Agreement; (c) direct or indirect transfers of equity by NIO or the Controlling Shareholder, provided that NIO’s aggregate beneficial shareholding percentage in the Target Company on a look-through basis remains unchanged.

(1)

After the Closing Date, if the Company increases its registered capital (excluding increases in registered capital arising from the capitalization of profits or capital reserves to increase registered capital or share capital, respectively), and the price per unit of registered capital for such new registered capital (the “New Round Price”) is lower than the price per unit of

(2)

Formula for calculating the Adjusted Price:

(3)

If an Investor claims the anti-dilution adjustment compensation and issues an “Anti-dilution Compensation Notice” to the Company, the Company shall, after calculating the number of equity interests to be compensated to the Investor pursuant to this Section 3.4(2), elect to: (a) have the Controlling Shareholder transfer the corresponding Company equity to such Investor for no consideration or at the minimum price permitted by law; or (b) have the

(4)

For further clarification, in the event of an increase in the Company’s registered capital due to the implementation of an Equity Incentive Plan duly approved by the shareholders’ meeting in accordance with this Agreement, or upon the Company’s Qualified IPO, the Investors shall not exercise the anti-dilution rights under this Section 3.4 with respect to such increase in registered capital.

(1)

Within twenty-four (24) months from the date when any Investor becomes aware or should have become aware of the occurrence of any of the circumstances set forth in Section 3.5(2) (a “Redemption Triggering Event”) (and in any event, within the maximum period permitted by judicial practice at that time), such Investor shall have the right to issue a written notice (the “Redemption Exercise Notice”, the date of issuance of the Redemption Exercise Notice being the “Redemption Exercise Notice Date”) to the Company, NIO and/or the Controlling Shareholder (collectively or

(2)

Redemption Triggering Events include the following circumstances:

(a)

The Company (or a new proposed listing entity approved in advance by the Investors) fails to submit its application for a Qualified IPO and have such application accepted by December 31, 2030, or the Company (or a new proposed listing entity approved in advance by the Investors) submits its application for a Qualified IPO and has such application accepted by December 31, 2030, but fails to complete the Qualified IPO by December 31, 2031 (excluding failures caused by force majeure, changes in Applicable Laws or policies, or delays in the approval process);

(b)

The Principal Business of the Company undergoes a material change without the prior written consent of the Investors;

(c)

The Company ceases to be a consolidated entity of NIO according to the accounting standards applicable to NIO;

(d)

NIO Group has material integrity issues such as misappropriation of the Company’s funds or provision of false financial data, and such issues are not corrected or remedied within thirty (30) days after receiving a written notice from an Investor;

(e)

The Company, NIO Group, or senior management of the Company assume criminal liability or are penalized by government authorities due to violation of Laws or regulations, resulting in the Company being unable to continue normal operations for more than six (6) months, or causing a material adverse effect on future capital raising, financing, or Qualified IPO;

(f)

Any Company Party materially breaches its obligations, representations, warranties, or undertakings under the Transaction Documents, which

(g)

Other shareholders of the Company require a Company Party to repurchase the Company equity held by them pursuant to this Agreement or any agreement (if any) between them and any Company Party.

(3)

Upon receipt of the Redemption Exercise Notice, the Redemption Obligors shall, jointly and severally, pay to the Investor the redemption exercise price calculated as follows:

(4)

Any domestic or foreign taxes and fees (if any) arising during the implementation of the redemption right shall be borne by the party responsible for bearing such taxes and fees as stipulated by Applicable Laws.

(5)

If the assets available to the Redemption Obligors for redemption are insufficient to pay the full Redemption Exercise Price to all Investors demanding redemption at the same time, such available assets shall be distributed among such Investors in proportion to their respective Redemption Exercise Prices.

(6)

The Redemption Obligors shall, within five (5) days of receiving a Redemption Exercise Notice from an Investor, deliver a written notice to the other Investors. Such notice shall include the main terms related to such Investor’s exercise of the redemption right, such as the matters concerned and the redemption exercise clauses. The Redemption Obligors shall, in accordance with Section 3.5, pay the applicable Redemption Exercise Price to each Investor demanding redemption within sixty (60) days after the Redemption Exercise Notice Date (the “Redemption Period”). For any portion of the Redemption Exercise Price not paid in full, the Investor demanding redemption shall have the right to require the Redemption Obligors to continue payment after they regain the ability to pay.

(7)

Notwithstanding the foregoing, if NIO, the Controlling Shareholder and/or the Company intend to enter into any transaction or take any action that would result in the occurrence of the Redemption Triggering Event under Section 3.5(2)(c) (a “Change of Control Event”), the Redemption Obligors shall notify each Investor in writing prior to the completion of the transaction or action causing such Redemption Triggering Event. Each Investor shall have the right to issue a Redemption Exercise Notice to the Redemption Obligors demanding exercise of the redemption right under this Section 3.5 within three (3) months from the date of the Change of Control Event and receipt of the aforementioned written notice. For the avoidance of doubt, any Investor’s failure to exercise its redemption right with respect to the Redemption Triggering Event under Section 3.5(2)(c) shall not affect other Investors’ exercise of their redemption rights pursuant to this Section 3.5.

(8)

For the purposes of this Section 3.5, “Redemption” includes company share repurchase, equity transfer, or other forms of redemption permitted by Chinese law (such as targeted capital reduction). An Investor demanding exercise of its redemption right shall have the right to require the Redemption Obligors to perform their redemption obligations in accordance with Section 3.5. If the Redemption Obligors fail to perform their redemption obligations on time, the Investor demanding exercise of its redemption right shall have the right to require the Company to raise funds through methods permitted by Applicable Law to perform its redemption obligations. All shareholders of the Company shall agree to and ensure that they act in concert with such Investor and exercise their voting rights as shareholders and the voting rights of their

(9)

For the avoidance of doubt, until the Redemption Obligors have paid the full Redemption Exercise Price to any Investor, such Investor shall retain full shareholder rights under Chinese law and the Transaction Documents with respect to the portion of equity for which it has not received the Redemption Exercise Price.

(10)

After the Company ceases to be a consolidated entity of NIO according to the relevant provisions of the accounting standards applicable to NIO, unless an Investor exercises its redemption right pursuant to Section 3.5(7), NIO and the Controlling Shareholder shall no longer be deemed Redemption Obligors under this Section 3.5, and NIO and the Controlling Shareholder shall not be required to perform the redemption obligations under Section 3.5.

(1)

In the event of the liquidation, dissolution, winding-up, or closure of the Company in accordance with the Articles of Association or the provisions of this Agreement, after complying with Chinese Laws and paying off, in the statutory order, the liquidation expenses, employee wages, social insurance premiums, statutory compensation, taxes payable, and liabilities, the remaining assets shall be distributed in the following order and manner: Each Investor shall have the right (the “Liquidation Preference”) to receive, in priority to other shareholders of the Company, a liquidation return (the “Liquidation Preference Amount”) equal to the higher of the following calculated amounts: (i) the amount of remaining assets distributable to such Investor calculated based on its then pro rata paid-in capital contribution in the Company; or (ii) the Capital Increase Consideration paid by such Investor,

(2)

In the event of a Sale Event, the proceeds from such Sale Event shall also be distributed in accordance with the order and manner set forth in this Section 3.6(1).

(3)

If, due to mandatory provisions of Applicable Laws at that time, the proceeds from the Company’s assets arising from a Sale Event cannot be distributed in accordance with the distribution order and manner set forth in Section 3.6(1) of this Agreement, then: first, the parties shall make distributions in accordance with such mandatory provisions; second, any shareholder that receives more distributable assets than it would have originally been entitled to receive under the distribution order and manner set forth in Section 3.6(1) of this Agreement shall, to the extent of the total distributed assets it receives, compensate each relevant Investor by way of gift, so as to achieve the same economic effect as the distribution order and manner set forth in Section 3.6(1).

(1)

Within sixty (60) days after the end of each fiscal year, provide the Investors with the Company’s unaudited annual financial statements prepared in accordance with PRC Generally Accepted Accounting Principles; within one hundred and twenty (120) days after the end of each fiscal year, provide the

(2)

Within forty-five (45) days after the end of each semi-annual period, provide the Investors with the Company’s unaudited semi-annual financial statements prepared in accordance with PRC Generally Accepted Accounting Principles;

(3)

Within twenty (20) days after the end of each quarter, provide the Investors with the Company’s unaudited quarterly financial statements prepared in accordance with PRC Generally Accepted Accounting Principles;

(4)

Prior to the end of the last quarter of each fiscal year, submit the detailed financial budget and annual business plan for the next fiscal year;

(5)

Other information concerning the operations and finances of the Group Companies that each Investor or shareholder has the right to access or review pursuant to Applicable Laws and regulations.

(1)

Shareholders’ Meeting

(b)

To adopt resolutions on increasing or decreasing the registered capital of the Company;

(c)

To adopt resolutions on the merger, division, dissolution, liquidation, or change of the corporate form of the Company;

(d)

To elect and replace the directors and supervisors of the Company, and to decide on matters concerning their remuneration;

(e)

To review and approve the Company’s profit distribution plan and plan for making up losses;

(f)

To adjust the size of the Board of Directors;

(g)

To approve annual routine connected transactions, and to review the total estimated amount of annual routine connected transactions; if the actual execution exceeds the estimated total amount, the approval procedures shall be re-performed for the excess amount;

(h)

To review and approve the reports of the board of directors and the supervisors of the Company;

(i)

To adopt resolutions on the issuance of corporate bonds;

(j)

To adopt resolutions on the appropriation of any discretionary surplus reserve fund;

(k)

To repurchase corporate bonds, or issue or repurchase any Equity Securities;

(l)

To approve the overall sale, acquisition, reorganization, or change of control or controlling shareholder of the Company;

(m)

To review and approve the listing plan, including but not limited to reviewing and approving the listing schedule, method, price, and location;

(n)

To authorize, issue, or adjust the classes of issued equity or shares, granting them rights equal or superior to those of the Investors;

(o)

To amend or alter any rights enjoyed by the Investors under the Transaction Documents, or impose restrictions not provided for in the Transaction Documents on the rights of the Investors;

(p)

To approve, amend, or terminate the employee stock ownership plan, equity incentive plan, or similar plans of the Company;

(q)

To directly or indirectly dispose of or dilute the Company’s interests in its subsidiaries, where the value of the interests disposed of or diluted within a fiscal year reaches 30% or more of the Company’s net assets;

(r)

To approve a material change in the direction of the Company’s Principal Business;

(s)

To approve the sale or disposal, within a fiscal year, of any business or assets with a value reaching 30% or more of the Company’s net assets as reflected in the Company’s most recent financial statements;

(t)

To approve, within a fiscal year, any external guarantee, mortgage, or pledge involving assets, business, or rights of the Company valued at more than 30% of the Company’s net assets as reflected in the Company’s most recent financial statements;

(u)

To approve the Company providing any loan to any third party where the single amount exceeds RMB50 million, or the approval of such loan would cause the cumulative amount of loans provided by the Company to third parties in that fiscal year to exceed RMB300 million;

(v)

To approve the Company borrowing from third parties or incurring any debt by any other means, where any single amount exceeds RMB30 million, or the cumulative amount within a fiscal year exceeds RMB100 million (excluding funds borrowed from banks or other financial institutions or obtained as trade finance in the ordinary course of business);

(w)

To approve, outside the annual budget, any occasional connected transaction cumulatively exceeding RMB10 million in any fiscal year;

(x)

To approve the sale, transfer, licensing, pledge, or other forms of disposal of any trademarks, patents, copyrights, or other intellectual property rights related to the Company’s Principal Business, except for the licensing of the Company’s intellectual property rights required in the daily business operations of the Company.

(2)

The board of directors shall consist of five (5) directors. The Controlling Shareholder has the right to nominate four (4) directors, and the Cornerstone Investors have the right to jointly nominate one (1) director. The parties shall vote in favor at the shareholders’ meeting to elect the nominees of the Controlling Shareholder and the Investors as directors of the Company. The Board of Directors shall have one (1) chairman, who shall be a director nominated by the Controlling Shareholder.

(3)

Harmonious Fund has the right to jointly appoint one (1) board observer. Such observer has the right to attend board meetings, participate in discussions at board meetings, obtain information and materials necessary for participation in discussions, express opinions, and follow up on the implementation of matters approved by the Board.

(4)

Functions and Powers of the Board of Directors

(a)

To convene shareholders’ meetings and report its work to the shareholders’ meeting;

(b)

To implement the relevant resolutions of the shareholders’ meeting;

(c)

To determine the Company’s operating plans and investment plans;

(d)

To formulate the Company’s profit distribution plan and plan for making up losses;

(e)

To formulate plans for the Company’s increase or decrease of registered capital and for the issuance of corporate bonds;

(f)

To formulate plans for the merger, division, dissolution, or change of the corporate form of the Company;

(g)

To establish the internal management structure of the Company;

(h)

To formulate the basic management systems of the Company;

(i)

To approve the implementation of the employee equity incentive plan (including determining the grantees, grant quantities, exercise price, and exercise period);

(j)

To decide on the appointment or dismissal of the Chief Executive Officer and Chief Financial Officer of the Company, or to decide on the conditions of their employment and remuneration;

(k)

To approve or amend the annual business plan;

(l)

To determine or amend the Company’s annual financial budget plan (the “Annual Budget”) or final accounts plan;

(m)

To approve changes to the Company’s accounting policies, and to appoint or replace the Company’s Independent Auditor;

(n)

To approve the Company’s external investments (excluding the establishment of wholly-owned subsidiaries) or to approve the Company’s establishment of joint ventures or partnerships with any third party, where a single investment amount by the Company exceeds RMB30 million;

(o)

To approve any of the following transactions (whether conducted as a single transaction or a series of transactions):

1)

Providing loans to any third party where the single amount exceeds RMB1 million, or the cumulative amount in any fiscal year exceeds RMB10 million;

2)

Investments outside the Annual Budget where a single transaction exceeds RMB10 million, or the cumulative amount in any fiscal year exceeds RMB50 million;

3)

Any borrowing by the Company and/or its subsidiaries exceeding RMB10 million (excluding funds borrowed from banks or other financial institutions or obtained as trade finance in the ordinary course of business);

4)

Selling, transferring, or creating any security, pledge, lien, or mortgage on assets, businesses, or rights of the Company or its subsidiaries valued at more than RMB10 million;

(p)

Other functions and powers stipulated in the Articles of Association or granted by the shareholders’ meeting.

(1)

Prior to the Company’s Qualified IPO, except for an Exempt Transfer (as defined below), without the prior written consent of the Majority Investors: (a) the Controlling Shareholder and the Employee Shareholding Platforms shall not, and shall ensure that each partner of the Employee Shareholding Platforms does not, directly or indirectly transfer all or part of the Company’s equity held directly or indirectly by them; and (b) NIO shall not directly or indirectly transfer all or part of the Company’s equity held directly or indirectly by it, if such transfer would result in the Company ceasing to be a consolidated entity of NIO according to the relevant provisions of the accounting standards applicable to NIO. Any transfer of equity in violation of this section shall be null and void, the transferee shall not enjoy any rights as a direct or indirect shareholder of the Company, and the Company shall not recognize such transferee as a shareholder. For the avoidance of doubt, if the Majority Investors do not consent to a Restricted Shareholder’s transfer of its equity, they shall not be required to purchase the equity held by such Restricted Shareholder pursuant to Article 84 (and its subsequent amendments) of the Company Law. For the purpose of this Section 4.2(1), “Transfer” means, with respect to any equity of the Company, any direct or indirect transfer, sale, exchange, assignment, pledge, mortgage, creation of other security interests or similar encumbrances on, or similar disposal of such equity or any interest therein. “eExempt Transfer” means: (a) the implementation of an Equity Incentive Plan duly approved in accordance with this Agreement; (b) the transfer of equity by the Controlling Shareholder to an Investor pursuant to Section 3.4 (Anti-dilution) of this Agreement; (c) direct or indirect transfers of equity by NIO or the Controlling Shareholder, provided that NIO’s

(2)

Without the prior written consent of the Target Company and its Controlling Shareholder, no Investor shall sell, donate, pledge, create any Encumbrance on, or transfer by any other means all or part of the Company’s equity held by it to a Competitor of the Company. If an Investor violates this Section, the proposed transferee shall not enjoy any rights as a direct or indirect shareholder of the Company, and the Investor shall remain fully liable for its shareholder obligations.

5.1

Incentive Options

5.2

Non-competition and Non-solicitation Covenants

(1)

Make any form of investment (including but not limited to becoming an owner, shareholder, de facto controller, or otherwise holding an interest) in any person engaged or planning to engage in a business identical, similar to, or

(2)

Solicit any employee of the Group Companies to terminate their employment, or solicit any then-current customers, agents, suppliers and/or contractors of the Group Companies to terminate their cooperation with the Group Companies, or solicit business identical, similar to, or competing with the Principal Business from any then-current customers, agents, suppliers and/or contractors of the Group Companies; or

(3)

Conduct any business dealings with any Company Competitor outside the scope of the Group Companies’ normal business operations (including but not limited to becoming a business agent, supplier, or distributor for a competitor; for the avoidance of doubt, this does not include purchasing products or services from a Company Competitor), or provide any form of consultation or advice to a Company Competitor.

6.1

Liability for Breach of Contract

6.2

Termination

6.3

Survival

(1)

Without the prior written consent of the relevant Party, the other parties shall not disclose Confidential Information to any third party other than their Affiliates, superior regulatory authorities, and engaged professional agencies. Furthermore, each Party shall ensure that its respective shareholders, investors, partners, fund management companies, investment banks, lenders, accountants, bona fide prospective investors, directors, officers, employees, agents, consultants, professional advisors, and Affiliates, as well as the respective shareholders, investors, partners, fund management companies, investment banks, lenders, accountants, bona fide prospective investors, directors, officers, employees, agents, consultants, and professional advisors of each such Affiliate (collectively, “Representatives”), also comply with the foregoing provision. “Confidential Information” as used in this Agreement refers to: (i) any confidential or proprietary information provided by the Company Parties regarding their

(a)

such Confidential Information has become generally available to or known by the public, other than as a result of a disclosure by a party or its Representatives in violation of this Agreement;

(b)

the disclosure of Confidential Information by a party to its Representatives, provided that such Representatives are (i) subject to similar confidentiality obligations, or (ii) otherwise bound by binding professional confidentiality obligations;

(c)

such information was already known by a party or its Representatives prior to its receipt from the other parties;

(d)

such information was received by a party or its Representatives from a third party on a non-confidential basis; or

(e)

such disclosure is required by securities exchange rules, Applicable Laws, or the rules and regulations of any court, governmental agency, competent authority, or any organization or entity, or is required in connection with any litigation or legal proceedings arising out of or in connection with the Transaction Documents; provided, however, that such party shall, to the extent circumstances permit, provide notice to the other parties and comply with feasible confidentiality arrangements.