1.

Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership), a limited partnership duly established and existing under the Laws of the People’s Republic of China (the “PRC”, for the purpose of this Amendment and Supplementary Agreement, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan), holding a business license with unified social credit code of 91340111MA2UU69EX8, and with its executive partner being Hefei Construction Investment Capital Management Co., Ltd., and registered office at Room 101, Area G, Intelligent Equipment Technology Park, No. 3963 Susong Road, Economic and Technological Development Area, Hefei City, Anhui Province (“Jianheng New Energy Fund”);

2.

Hefei Jianxiang Investment Co., Ltd., a limited liability company duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 91340100060811593C, and with its legal representative being GUO Zhaozhi and registered office at NO. 229, Wuhan Road, Binhu New District, Hefei City (“Hefei Jianxiang”);

3.

CS Capital Co., Ltd., a limited liability company duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 91130600MA094UG35F, and with its legal representative being GAO Guohua and registered office at North Dong Ao Wei Road, Luosa Street, Rongcheng County, Baoding City, Hebei Province (“CS Capital”);

4.

Anhui Provincial Emerging Industry Investment Co., Ltd., a limited liability company duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 9134000032543101X1, and with its legal representative being XU Xianlu and registered address at Room 301, Innovation Building, 860 Wangjiang West Road, High-tech District, Hefei City, Anhui Province (“Anhui High-tech Co.”);

5.

Anhui Emerging Industry Yuwen Weiyuan Technology Partnership Enterprise (Limited Partnership), a limited partnership duly established and existing under the Laws of the PRC, holding a business license with unified social credit code of 91340100MAE0UF7A30, and with its executive partner being Anhui Zhong’an Xingyuan Investment Management Co., Ltd., and registered office at Room 3921, 39th Floor, NO.A1 Building, Zhong’an Chuanggu Science and Technology Park, No. 920 Wangjiang West Road, Chengxiqiao Community Service Center, High-tech Zone, Hefei City, Anhui Province (“Anhui Emerging Industry Yuwen

6.

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

7.

Nio Nextev Limited, a limited company duly organized and validly existing under the laws of Hong Kong, with company number of 2199750 and its registered address at 30th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (“NIO HK”);

8.

NIO User Enterprise Limited, a limited company duly organized and validly existing under the laws of Hong Kong, with company number of 2487823 and its registered address at 30th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (“UE HK”);

9.

NIO Power Express Limited, a limited company duly organized and validly existing under the laws of Hong Kong, with company number of 2472480 and its registered address at 30th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (“PE HK”, together with NIO HK and UE HK, the “NIO HK Holding Platforms”; together with NIO Inc., the “NIO Parties”); and

10.

NIO Holding Co., Ltd., a limited liability company duly organized and validly existing under the laws of the PRC with its unified social credit code of 91340111 MA2RAD3M4R, with its legal representative being LI Bin and 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 “NIO China”, “Target Company” or the “Company”).

1.

The Investors, NIO HK Holding Platforms, NIO Inc., and the Company entered into a NIO China Series B Investment Agreement (the “Series B Investment Agreement”) on September 30, 2024;

2.

Jianheng New Energy Fund hereby designates Hefei Jianxiang to succeed to all of its rights and obligations under the Series B Investment Agreement in accordance with this Amendment and Supplementary Agreement, and Hefei Jianxiang agrees to succeed to such rights and obligations in accordance with this Amendment and

3.

All Parties hereby unanimously agree to make certain amendments and supplements to certain provisions of the Series B Investment Agreement in accordance with this Amendment and Supplementary Agreement.

1.

Jianheng New Energy Fund hereby designates Hefei Jianxiang to succeed to all of its rights and obligations under the Series B Investment Agreement in accordance with this Amendment and Supplementary Agreement, and Hefei Jianxiang agrees to succeed to such rights and obligations in accordance with this Amendment and Supplementary Agreement. Anhui High-tech Co. hereby designates Anhui Emerging Industry Yuwen Weiyuan Technology to succeed to all of its rights and obligations under the Series B Investment Agreement in accordance with this Amendment and Supplementary Agreement, and Anhui Emerging Industry Yuwen Weiyuan Technology agrees to succeed to such rights and obligations in accordance with this Amendment and Supplementary Agreement. The term “Parties” in the Series B Investment Agreement shall be amended to include Hefei Jianxiang and Anhui Emerging Industry Yuwen Weiyuan Technology, and the term “Party” shall include any of the aforementioned parties.

2.

Certain definitions under the Series B Investment Agreement shall be amended as follows:

3.

Article 2.1.1.1 of the Series B Investment Agreement shall be amended as follows:

(i)

Hefei Jianxiang shall subscribe for RMB 285,725,142.19 of the Target Company’s newly increased registered capital at a price of RMB 2,000,000,000.00 (the “Hefei Jianxiang Capital Increase Price”), representing 3.43% of equity interest in the Target Company after the completion of this Transaction;

(ii)

CS Capital and/or its designated investment entity shall subscribe for RMB 71,431,285.54 of the Target Company’s newly increased registered capital at a price of RMB 500,000,000.00 (the “CS Capital Capital Increase Price”), representing 0.86% of equity interest in the Target Company after the completion of this Transaction;

(iii)

Anhui Emerging Industry Yuwen Weiyuan Technology shall subscribe for RMB 114,290,056.88 of the newly increased registered capital of the Target Company at a price of RMB 800,000,000.00 (the “Anhui Emerging Industry Yuwen

4.

The table in Article 2.1.1.2 of the Series B Investment Agreement shall be amended as follows:

5.

The table in Article 2.2 of the Series B Investment Agreement shall be amended as follows:

6.

Article 3.1.1(2) and Article 3.1.1(4) of the Series B Investment Agreement shall be amended as follows:

7.

Article 3.1.2(2) and Article 3.1.2(4) of the Series B Investment Agreement shall be amended as follows:

8.

Article 4.8 of the Series B Investment Agreement shall be amended as follows: CS Capital and/or its designated investment entity, Anhui Emerging Industry Yuwen Weiyuan Technology and Hefei Jianxiang have obtained the applicable internal and external approvals in connection with the Transaction and such approvals remain effective until the Closing Date.

9.

Article 8.5 of the Series B Investment Agreement shall be amended as follows: The Target Company shall complete the overall change from a limited liability company to a company limited by shares (the “Share Reform”) by December 31, 2026 (or such other date as agreed by Series A Investors (as defined in the Shareholders Agreement) and Anhui Emerging Industry Yuwen Weiyuan Technology), and the completion date of the Share Reform shall be determined by the date on which the Target Company obtains the business license of the Company as a company limited by shares issued by the competent AMR.

10.

The table in Exhibit 2 to the Series B Investment Agreement (Shareholding Structure of the Target Company after the Completion of this Transaction) shall be amended as follows:

11.

Article 13.2 of the Series B Investment Agreement shall be amended as follows: Provisions relating to the relevant rights and obligations of Hefei Jianxiang shall become legally binding on Hefei Jianxiang upon the approval of the Transaction by the competent decision-making authority of Hefei Jianxiang. Provisions relating to the relevant rights and obligations of Anhui Emerging Industry Yuwen Weiyuan Technology shall become legally binding on Anhui Emerging Industry Yuwen Weiyuan Technology upon the approval of the Transaction by the competent decision-making authority of Anhui Emerging Industry Yuwen Weiyuan Technology. Provisions relating to the relevant rights and obligations of CS Capital and/or its designated investment entity shall become legally binding on CS Capital and/or its designated investment entity upon the approval of the Transaction by the competent decision-making authority of CS Capital and/or its designated investment entity.

12.

Article 13.3 of the Series B Investment Agreement shall be amended as follows: If Hefei Jianxiang, Anhui Emerging Industry Yuwen Weiyuan Technology and CS Capital and/or its designated investment entity request to make change to this Agreement in connection with the procedures to obtain approval by their competent decision-making authorities, the Parties agree to enter into a supplement hereto. If there is any inconsistency, such supplement shall prevail.

13.

Article 14.2 of the Series B Investment Agreement shall be amended as follows:

14.

Each Party hereby acknowledges and agrees that Jianheng New Energy Fund designates Hefei Jianxiang to succeed to all of its rights and obligations under the Series B Investment Agreement in accordance with this Amendment and Supplementary Agreement, and Anhui High-tech Co. designates Anhui Emerging Industry Yuwen Weiyuan Technology to succeed to all of its rights and obligations under the Series B Investment Agreement in accordance with this Amendment and Supplementary Agreement. Each Party hereby waives the right of first refusal it may have in accordance with applicable PRC laws, this Amendment and

15.

From the Execution Date of this Amendment and Supplementary Agreement, Hefei Jianxiang and Anhui Emerging Industry Yuwen Weiyuan Technology shall be deemed as the successors to their respective subscribed registered capital and shall become parties to the Series B Investment Agreement, as if they had originally executed the Series B Investment Agreement. For the avoidance of doubt, with respect to the subscribed registered capital that has been succeeded, Jianheng New Energy Fund and Anhui High-tech Co. shall no longer bear any obligations under the Series B Investment Agreement corresponding to such subscribed registered capital.

16.

The formation of this Amendment and Supplementary Agreement, its validity, interpretation, implementation and resolution of any disputes arising hereunder shall be governed by and construed in accordance with the laws of the PRC.

17.

Any dispute arising from the implementation of this Amendment and Supplementary Agreement or in connection with this Amendment and Supplementary Agreement shall be resolved through friendly consultation. If any dispute cannot be resolved through consultation within thirty (30) days after the occurrence of such dispute, any Party shall have the right to submit the dispute to the China International Economic and Trade Arbitration Commission located in Beijing for arbitration in accordance with the arbitration rules then in effect. The arbitral tribunal shall consist of three (3) arbitrators appointed in accordance with the arbitration rules. The applicant shall appoint one (1) arbitrator, the respondent shall appoint one (1) arbitrator, and the third (3rd) arbitrator shall be appointed by the first two arbitrators through consultation or appointed by the China International Economic and Trade Arbitration Commission. If any party among the joint applicants or joint respondents fails to jointly appoint an arbitrator, it does not prevent the other party from appointing an arbitrator. The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding on all Parties.

18.

During the period when a Dispute is being resolved, the Parties shall continue to have their respective rights and perform their obligations under this Amendment and Supplementary Agreement other than those involved in the Dispute.

19.

Unless otherwise provided under the Series B Investment Agreement or this Amendment and Supplementary Agreement, this Amendment and Supplementary Agreement shall become effective upon the execution by the authorized representatives of the foreign entities, and the execution by the legal representatives or authorized representatives or signatories of the PRC entities, and affixation of company seal of the relevant PRC entities. In the event of any inconsistency between the provisions of the Series B Investment Agreement and this Amendment and Supplementary Agreement, the provisions of this

20.

This Amendment and Supplementary Agreement shall be written in Chinese in multiple originals with the same legal effect. Each Party shall hold one (1) original.