蔚来汽车提交6-K备案：仅为港股中期报告U.S. GAAP与IFRS会计准则调节表，无新增实质信息

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6-K
1
tm2624535d2_6k.htm
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-38638
NIO Inc.
(Registrant’s Name)
Building 19, No. 1355, Caobao Road, Minhang
District
Shanghai, People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
o
EXPLANATORY NOTE
On September 1, 2026, Hong Kong time, we published our unaudited financial
results for the second quarter and six months ended June 30, 2026 as our interim report for the six months ended June 30, 2026 (the “HK
Interim Report”) under Rule 13.48(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the “Hong Kong Listing Rules”) on the website of The Stock Exchange of Hong Kong Limited. Pursuant to the Hong Kong Listing
Rules, our HK Interim Report contains supplemental disclosure of reconciliation of the material differences between our consolidated financial
statements prepared under U.S. GAAP and International Financial Reporting Standards, which is attached hereto as exhibit 99.1.
EXHIBIT INDEX
Exhibit No.
Description
99.1
Supplemental Disclosure—Reconciliation Between U.S. GAAP and International Financial Reporting Standards
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NIO Inc.
By:
/s/ Yu Qu
Name
:
Yu Qu
Title:
Chief Financial Officer
Date: September 1, 2026

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EX-99.1
2
tm2624535d2_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Reconciliation between U.S. GAAP and IFRS Accounting
Standards
The Company’s consolidated financial statements
for its primary listing in the United States are prepared in accordance with the accounting principles generally accepted in the United
States of America (the “U.S. GAAP”). As a secondary listed issuer of the Hong Kong Stock Exchange, the Company is required
to include a reconciliation statement in our annual financial statements starting from the first full financial year commencing on or
after January 1, 2022, and in all subsequent financial statements (including interim financial statements)
.
For our interim reporting with the Hong Kong Stock
Exchange for the six month period ended June 30, 2026, we have prepared and included as Appendix, the reconciliation statement of the
unaudited condensed consolidated statement of comprehensive loss for the six months ended June 30, 2026 and the unaudited condensed consolidated
balance sheets as of June 30, 2026 of the Company, its subsidiaries and consolidated VIEs (collectively referred to as “the Group”)
between the accounting policies adopted by the Group of the relevant period in accordance with U.S. GAAP and IFRS Accounting Standards
as issued by the International Accounting Standards Board (together, the “Reconciliation Statement”).
PricewaterhouseCoopers, the auditor of the Company
in Hong Kong, has performed a limited assurance engagement on the Reconciliation Statement in accordance with International Standard on
Assurance Engagements 3000 (Revised) “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”.
Appendix
Reconciliation between U.S. GAAP and IFRS Accounting
Standards
The unaudited consolidated condensed statement
of comprehensive loss and the unaudited condensed consolidated balance sheets are prepared in accordance with U.S. GAAP, which differ
in certain respects from IFRS Accounting Standards. The effects of material differences between the unaudited interim condensed consolidated
financial information of the Group prepared under U.S. GAAP and IFRS Accounting Standards are as follows:
Reconciliation of unaudited condensed consolidated
statement of comprehensive loss
For the six months ended June 30, 2026
Amounts
under
U.S. GAAP
IFRS adjustments
Amounts
under IFRS
Accounting
Standards
RMB (in thousands)
Share-based
compensation
Convertible
notes
Derivative
financial
instrument-
capped call
options
Redeemable
non-
controlling
interests
Available-
for-sale
debt
securities
Equity
securities
without
readily
determinable
fair value
Leases
Warranty
Accrual
Software
Note (i)
Note (ii)
Note (iii)
Note (iv)
Note (v)
Note (vi)
Note (vii)
Note (viii)
Note (ix)
Cost of revenues
(46,903,889
)
2,314
-
-
-
-
-
131,997
136,370
-
(46,633,208
)
Research and development
(4,029,942
)
(172,037
)
-
-
-
-
-
13,858
-
-
(4,188,121
)
Selling, general and administrative
(7,921,822
)
124,837
-
-
-
-
-
71,442
-
-
(7,725,543
)
Loss from operations
(656,030
)
(44,886
)
-
-
-
-
-
217,297
136,370
-
(347,249
)
Interest expenses
(456,794
)
-
176,518
-
(357,312
)
-
-
(235,542
)
(83,909
)
-
(957,039
)
Fair value changes of convertible notes
-
-
(372,786
)
-
-
-
-
-
-
-
(372,786
)
Loss before income tax expense
(815,140
)
(44,886
)
(196,268
)
-
(357,312
)
-
-
(18,245
)
52,461
-
(1,379,390
)
Net loss
(860,091
)
(44,886
)
(196,268
)
-
(357,312
)
-
-
(18,245
)
52,461
-
(1,424,341
)
For
the six months ended June 30, 2026
Amounts
under
U.S.
GAAP
IFRS
adjustments
Amounts
under IFRS
Accounting
Standards
RMB
(in thousands)
Share-based
compensation
Convertible
notes
Derivative
financial
instrument-
capped
call options
Redeemable
non-
controlling
interests
Available-
for-sale
debt
securities
Equity
securities
without
readily
determinable
fair value
Leases
Warranty
Accrual
Software
Note
(i)
Note
(ii)
Note
(iii)
Note
(iv)
Note
(v)
Note
(vi)
Note
(vii)
Note
(viii)
Note
(ix)
Fair
value change on convertible notes due to own credit risk
-
-
118,097
-
-
-
-
-
-
-
118,097
Total
other comprehensive income
(269,857
)
-
118,097
-
-
-
-
-
-
-
(151,760
)
Total
comprehensive loss
(1,129,948
)
(44,886
)
(78,171
)
-
(357,312
)
-
-
(18,245
)
52,461
-
(1,576,101
)
Accretion
on redeemable non-controlling interests to redemption value
(357,312
)
-
-
-
357,312
-
-
-
-
-
-
Comprehensive
loss attributable to ordinary shareholders of NIO Inc.
(1,487,456
)
(44,886
)
(78,171
)
-
-
-
-
(18,245
)
52,461
-
(1,576,297
)
For
the six months ended June 30, 2025
Amounts
under
U.S.
GAAP
IFRS
adjustments
Amounts
under IFRS
Accounting
Standards
RMB
(in thousands)
Share-based
compensation
Convertible
notes
Derivative
financial
instrument-
capped call options
Redeemable
non-
controlling
interests
Available-
for-sale
debt
securities
Equity
securities
without
readily
determinable
fair value
Leases
Warranty
Accrual
Software
Note
(i)
Note
(ii)
Note
(iii)
Note
(iv)
Note
(v)
Note
(vi)
Note
(vii)
Note
(viii)
Note
(ix)
Cost
of revenues
(28,226,317
)
10,547
-
-
-
-
-
82,627
10,372
-
(28,122,771
)
Research
and development
(6,188,435
)
378,719
-
-
-
-
-
27,122
-
-
(5,782,594
)
Selling,
general and administrative
(8,365,684
)
135,405
-
-
-
-
-
169,792
-
-
(8,060,487
)
Loss
from operations
(11,326,986
)
524,671
-
-
-
-
-
279,541
10,372
-
(10,512,402
)
Interest
and investment income
280,745
-
(56,296
)
-
-
-
3,511
-
-
-
227,960
Interest
expenses
(457,610
)
-
183,497
-
(292,864
)
-
-
(282,624
)
(72,359
)
-
(921,960
)
Loss
on extinguishment of debt
(14,660
)
-
14,660
-
-
-
-
-
-
-
-
Fair
value changes of convertible notes
-
-
(154,151
)
-
-
-
-
-
-
-
(154,151
)
Loss
before income tax expense
(11,697,264
)
524,671
(12,290
)
-
(292,864
)
-
3,511
(3,083
)
(61,987
)
-
(11,539,306
)
Net
loss
(11,744,834
)
524,671
(12,290
)
-
(292,864
)
-
3,511
(3,083
)
(61,987
)
-
(11,586,876
)
For
the six months ended June 30, 2025
Amounts
under
U.S.
GAAP
IFRS
adjustments
Amounts
under IFRS
Accounting
Standards
RMB
(in thousands)
Share-based
compensation
Convertible
notes
Derivative
financial
instrument
-capped
call options
Redeemable
non-
controlling
interests
Available
-for-sale
debt
securities
Equity
securities
without
readily
determinable
fair value
Leases
Warranty
Accrual
Software
Note
(i)
Note
(ii)
Note
(iii)
Note
(iv)
Note
(v)
Note
(vi)
Note
(vii)
Note
(viii)
Note
(ix)
Fair
value change on convertible notes due to own credit risk
-
-
88,230
-
-
-
-
-
-
-
88,230
Changes
in the fair value of equity instruments at fair value through other comprehensive income or loss
-
-
-
-
-
-
(3,511
)
-
-
-
(3,511
)
Total
other comprehensive income
260,479
-
88,230
-
-
-
(3,511
)
-
-
-
345,198
Total
comprehensive loss
(11,484,355
)
524,671
75,940
-
(292,864
)
-
-
(3,083
)
(61,987
)
-
(11,241,678
)
Accretion
on redeemable non-controlling interests to redemption value
(292,864
)
-
-
-
292,864
-
-
-
-
-
-
Comprehensive
loss attributable to ordinary shareholders of NIO Inc.
(11,771,889
)
524,671
75,940
-
-
-
-
(3,083
)
(61,987
)
-
(11,236,348
)
Reconciliation of unaudited condensed consolidated
balance sheets
As
of June 30, 2026
Amounts
under
U.S.
GAAP
IFRS
adjustments
Amounts
under IFRS
Accounting
Standards
RMB
(in thousands)
Share-based
compensation
Convertible
notes
Derivative
financial
instrument-
capped call options
Redeemable
non-
controlling
interests
Available
-for-sale
debt
securities
Equity
securities
without
readily
determinable
fair value
Leases
Warranty
Accrual
Software
Note
(i)
Note
(ii)
Note
(iii)
Note
(iv)
Note
(v)
Note
(vi)
Note
(vii)
Note
(viii)
Note
(ix)
Financial
assets at fair value through profit or loss
-
-
-
-
-
967,503
-
-
-
-
967,503
Financial
assets at fair value through other comprehensive income or loss
-
-
-
-
-
-
187
-
-
-
187
Property,
plant and equipment, net
25,251,240
-
-
-
-
-
-
-
-
(149,262
)
25,101,978
Intangible
assets, net
173,212
-
-
-
-
-
-
-
-
149,262
322,474
Long-term
investments
2,340,908
-
-
-
-
(967,503
)
(187
)
-
-
-
1,373,218
Right-of-use
assets
10,957,091
-
-
-
-
-
-
(561,352
)
-
-
10,395,739
Total
assets
136,211,340
-
-
-
-
-
-
(561,352
)
-
-
135,649,988
Current
portion of long-term borrowings
897,712
-
(1,448
)
-
-
-
-
-
-
-
896,264
Accruals
and other liabilities
15,371,799
-
(68,836
)
-
-
-
-
-
-
-
15,302,963
Financial
liabilities measured at amortized cost
-
-
-
-
10,222,746
-
-
-
-
-
10,222,746
Financial
liabilities at fair value through profit or loss
-
-
6,644,115
-
-
-
-
-
-
-
6,644,115
Long-term
borrowings
8,550,926
-
(7,756,532
)
-
-
-
-
-
-
-
794,394
Other
non-current liabilities
15,029,869
-
-
-
-
-
-
-
(720,558
)
-
14,309,311
Total
liabilities
121,943,115
-
(1,182,701
)
-
10,222,746
-
-
-
(720,558
)
-
130,262,602
Redeemable
non-controlling interests
10,222,746
-
-
-
(10,222,746
)
-
-
-
-
-
-
Mezzanine
equity
10,222,746
-
-
-
(10,222,746
)
-
-
-
-
-
-
Additional
paid-in capital
132,774,453
391,998
-
(614,849
)
8,985,339
-
-
-
-
-
141,536,941
Accumulated
other comprehensive loss
309,943
-
(389,533
)
-
-
-
62,540
-
-
-
(17,050
)
Accumulated
deficit
(128,889,318
)
(391,998
)
1,572,234
614,849
(8,985,339
)
-
(62,540
)
(561,352
)
720,558
-
(135,982,906
)
Total
shareholders’ equity
4,045,479
-
1,182,701
-
-
-
-
(561,352
)
720,558
-
5,387,386
As
of December 31, 2025
Amounts
under
U.S.
GAAP
IFRS
adjustments
Amounts
under IFRS
Accounting
Standards
RMB
(in thousands)
Share-based
compensation
Convertible
notes
Derivative
financial
instrument-
capped
call options
Redeemable
non-
controlling
interests
Available-
for-sale
debt
securities
Equity
securities
without
readily
determinable
fair value
Leases
Warranty
Accrual
Software
Note
(i)
Note
(ii)
Note
(iii)
Note
(iv)
Note
(v)
Note
(vi)
Note
(vii)
Note
(viii)
Note
(ix)
Financial
assets at fair value through profit or loss
-
-
-
-
-
979,071
-
-
-
-
979,071
Financial
assets at fair value through other comprehensive income or loss
-
-
-
-
-
-
362,687
-
-
-
362,687
Property,
plant and equipment, net
25,827,968
-
-
-
-
-
-
-
-
(201,011
)
25,626,957
Intangible
assets, net
29,648
-
-
-
-
-
-
-
-
201,011
230,659
Long-term
investments
2,480,518
-
-
-
-
(979,071
)
(362,687
)
-
-
-
1,138,760
Right-of-use
assets
11,711,306
-
-
-
-
-
-
(543,107
)
-
-
11,168,199
Total
assets
124,401,078
-
-
-
-
-
(543,107
)
-
-
123,857,971
Current
portion of long-term borrowings
655,971
-
(6,409
)
-
-
-
-
-
-
-
649,562
Accruals
and other liabilities
16,696,044
-
(71,042
)
-
-
-
-
-
-
-
16,625,002
Financial
liabilities at fair value through profit or loss
-
-
-
-
8,551,854
-
-
-
-
-
8,551,854
Financial
liabilities measured at amortized cost
-
-
6,814,288
-
-
-
-
-
-
-
6,814,288
Long-term
borrowings
8,626,272
-
(7,997,709
)
-
-
-
-
-
-
-
628,563
Other
non-current liabilities
13,690,778
-
-
-
-
-
-
-
(668,097
)
-
13,022,681
Total
liabilities
111,708,521
-
(1,260,872
)
-
8,551,854
-
-
-
(668,097
)
-
118,331,406
Redeemable
non-controlling interests
8,551,854
-
-
-
(8,551,854
)
-
-
-
-
-
-
Mezzanine
equity
8,551,854
-
-
-
(8,551,854
)
-
-
-
-
-
-
Additional
paid-in capital
131,728,259
347,112
-
(614,849
)
8,628,027
-
-
-
-
-
140,088,549
Accumulated
other comprehensive loss
579,799
-
(507,630
)
-
-
-
62,540
-
-
-
134,709
Accumulated
deficit
(128,029,031
)
(347,112
)
1,768,502
614,849
(8,628,027
)
-
(62,540
)
(543,107
)
668,097
-
(134,558,369
)
Total
shareholders’ equity
4,140,703
-
1,260,872
-
-
-
-
(543,107
)
668,097
-
5,526,565
Basis of Preparation
The Directors of the Company are responsible for
preparation of the Reconciliation Statement in accordance with the relevant requirements of the HKEX Guidance Letter HKEX-GL111-22. The Reconciliation Statement was prepared based on the Group’s unaudited interim condensed consolidated financial information
for the six months ended June 30, 2026 prepared under U.S. GAAP, with adjustments made thereto in arriving at the unaudited financial
information of the Group prepared under IFRS Accounting Standards. The adjustments reflect the differences between the Group’s accounting
policies under U.S. GAAP and IFRS Accounting Standards.
(i)
Share-based compensation
1)
Attribution – awards with graded-vesting features
Under U.S. GAAP,
the Group has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded
vesting over the requisite service period.
Under IFRS Accounting
Standards, the graded vesting method is required to recognize compensation expense for all employee equity awards granted with graded
vesting.
2)
Awards with performance targets
Under U.S. GAAP,
the fulfilment of a qualified initial public offering (the “QIPO”) is a performance vesting condition and such condition is
generally not considered probable until it actually occurs. Accordingly, related share-based compensation expense for these awards with
QIPO condition would not be recognized until an IPO occurs.
Under
IFRS
Accounting Standards, the estimation of the QIPO completion date is required to determine the actual vesting period, and Company
recognized share-based compensation expenses over the longer of: (1) the period derived from the estimated IPO completion date, or (2)
the original vesting period.
(ii)
Convertible notes
Under U.S. GAAP,
the convertible notes are measured at amortized cost, with any difference between the initial carrying value and the repayment amount
recognized as interest expense using effective interest method over the period from issuance date to maturity date.
Under IFRS Accounting
Standards, the Group’s convertible notes are designated as at fair value through profit or loss such that the convertible notes
are initially recognized at fair value. Subsequent to initial recognition, the amounts of changes in fair value of the convertible notes
that are attributed to changes in own credit risk are presented in other comprehensive income and the remaining fair value changes are
presented in the profit or loss.
(iii)
Derivative financial instruments-capped call options
Under U.S. GAAP,
the costs for the capped call options are recorded as deduction of additional paid-in capital within total shareholders’ deficit.
Under IFRS Accounting
Standards, the capped call options are recognized as financial assets at fair value through profit or loss such that they are initially
recognized at fair value and subsequent to initial recognition, the amounts of changes in fair value are recognized in the profit or loss.
(iv)
Redeemable non-controlling interests
Under U.S. GAAP,
SEC guidance provides for mezzanine-equity (temporary equity) category in addition to the financial liability and permanent equity categories.
The purpose of this “in-between” category is to indicate that a security may not be a permanent part of equity. The Group
classifies the redeemable non-controlling interests as mezzanine equity in the consolidated balance sheets and are recorded initially
at fair value, net of issuance costs. The Group recognizes accretion to the respective redemption value of the redeemable non-controlling
interests over the period starting from issuance date to the earliest redemption date.
Under IFRS Accounting
Standards, the Group’s obligation to purchase its own equity instruments for cash is recognized as a financial liability initially
at the present value of the redemption amount and reclassified from equity. Subsequently, the financial liability is measured at amortized
cost using the effective interest rate method.
(v)
Available-for-sale debt securities
Under U.S. GAAP,
the Group reports available-for-sale debt securities measured at fair value at each balance sheet date with the aggregate unrealized gains
and losses, net of tax, reflected in other comprehensive income.
Under IFRS Accounting
Standards, since those debt investments could not meet the definition of the equity instrument from the perspective of issuer, and the
contractual cashflow of these financial assets does not represent solely payments of principal and interest, thus they should be reclassified
from long-term investments to financial assets measured at fair value through profit or loss such that they are initially recognized at
fair values and subsequent to initial recognition, the amounts of changes in fair value are recognized in the profit or loss.
(vi)
Equity securities without readily determinable fair value
Under U.S. GAAP,
the Group elected to measure an equity security without a readily determinable fair value using a measurement alternative that measures
the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes.
Under IFRS Accounting
Standards, the Group elected to measure the investments in equity instruments at fair value through other comprehensive income or loss
(FVOCI). Fair value changes of these investments were recognized in the other comprehensive income or loss.
(vii)
Leases
Under U.S. GAAP,
for operating leases, the amortization of right-of-use assets and the interest expense element of lease liabilities are recorded together
as lease expenses, which results in a straight-line recognition effect in profit or loss.
Under IFRS Accounting
Standards, the right-of-use assets are generally depreciated on a straight-line basis while the interest expense related to the lease
liabilities are measured under the effective interest method, which results in higher expenses in earlier periods and lower expenses in
later periods. The amortization of the right-of-use assets is recorded as lease expense and the interest expense is required to be presented
in separate line item.
(viii)
Warranty accrual
Under U.S. GAAP,
warranty accrual is generally recorded at the amount that will be paid to settle the provisions and there is a policy choice to discount
the warranty accrual. The Group elects to record the warranty accrual without considering the discount of the provisions.
Under IFRS Accounting
Standards, there is no accounting policy choice and the initial amount of the warranty accrual is the present value of the anticipated
cash flows expected to be required to settle the obligation. The carrying amount of the warranty accrual increases in each period to reflect
the passage of time with said increase recognized as an interest expense.
(ix)
Software
Under U.S. GAAP,
software is not presented as intangible assets and so the Group records software in property, plant and equipment.
Under IFRS Accounting
Standards, software is reported under the intangible assets category. Accordingly, software is reclassified from property, plant and equipment
to intangible assets.