
| NIO Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) (NYSE: NIO; HKEX: 9866; SGX: NIO) ANNUAL GENERAL MEETING - DEPOSITOR PROXY FORM If NIO Inc. (the "Company") receives this Depositor Proxy Form which is (a) duly completed and signed/executed in Part V by the person whose name and particulars are set out in Part I (the “Depositor(s)”); and (b) submitted by the requisite time and date, and to the requisite office as indicated overleaf, we, The Central Depository (Pte) Limited (“CDP”), being a member of the Company, hereby appoint, in respect of such number of shares of the Company set out against the Depositor(s)' name in the Depository Register maintained by CDP (the “Depositor(s) Shares”) as at July 22, 2022, 5.00 p.m. (Singapore time) (the “Shares Record Date”): (i) the Chairman of the Annual General Meeting (the “Chairman”), provided that such details have been verified in Part V by the affixing of the seal or signature of or on behalf of the Depositor(s), and on the basis that the Chairman is authorised to vote in respect of the proportion of the Depositor(s) Shares set out in Part I (being the Depositor(s) Shares as at the Shares Record Date); OR, (ii) if a tick [√] has been inserted in the box in Part III, and Part V of this Depositor Proxy Form is signed by the Depositor(s) or his/her/its attorney duly authorised in writing, the Depositor(s), as our proxy to attend, speak and vote in respect of the Depositor(s) Shares on our behalf at the Annual General Meeting of the Company to be held at Building 16, No. 56 AnTuo Road, Anting Town, Jiading District, Shanghai 201804, People's Republic of China on Thursday, August 25, 2022 at 10.30 a.m. (Beijing time) (or soon after the Class A Meeting and the Class C Meeting) and at any adjournment thereof (the “Annual General Meeting”). I. Full Name and Address II. TO BE COMPLETED ONLY IF THE INTENTION IS FOR THE APPOINTMENT OF THE CHAIRMAN AS CDP'S PROXY The Chairman is hereby directed to vote for or against, or to abstain from voting on the resolution to be proposed at the Annual General Meeting as indicated hereunder, if no specific direction as to voting is given, the appointment of the Chairman as CDP's proxy for that resolution will be treated as invalid:- No. RESOLUTIONS For Against Abstain 1. As an ordinary resolution: THAT the authorised but unissued 132,030,222 Class B ordinary shares of a par value of US$0.00025 each (the “Class B Ordinary Shares”) of the Company be redesignated as 132,030,222 Class A ordinary shares of a par value of US$0.00025 each (the “Class A Ordinary Shares”) of the Company, such that the authorised share capital of the Company is US$1,000,000 divided into 4,000,000,000 shares comprising of (i) 2,632,030,222 Class A Ordinary Shares of a par value of US$0.00025 each, (ii) 148,500,000 Class C ordinary shares of a par value of US$0.00025 each (the “Class C Ordinary Shares”), and (iii) 1,219,469,778 shares of a par value of US$0.00025 each of such class or classes (however designated) as the board of directors may determine in accordance with Article 9 of the articles of association of the Company. 2. As an ordinary resolution: To re-appoint PricewaterhouseCoopers as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration for the year ending December 31, 2022. 3. As a special resolution: THAT subject to the passing of this resolution at each of the class meeting of holders of the Class C Ordinary Shares (the “Class C Meeting”) and the class meeting of holders of Class A Ordinary Shares (the “Class A Meeting”) convened on the same date and at the same place as the AGM, the Company’s Twelfth Amended and Restated Memorandum of Association and Articles of Association in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Thirteenth Amended and Restated Memorandum and Articles of Association annexed to the Notice of Annual General Meeting, as more particularly disclosed on pages 141 to 152 of the Company’s Hong Kong listing document dated February 28, 2022 (the “Listing Document”), by incorporating the following requirements under the Hong Kong Listing Rules: paragraph 15 of Appendix 3 and Rules 8A.09, 8A.13 to 8A.19, 8A.21 to 8A.24. 4. As a special resolution: THAT the Company’s Twelfth Amended and Restated Memorandum of Association and Articles of Association in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Thirteenth Amended and Restated Memorandum and Articles of Association annexed to the Notice of Annual General Meeting, as more particularly disclosed on pages 141 to 152 of the Listing Document, by (a) incorporating the following requirements under the Hong Kong Listing Rules: (i) paragraphs 14(1), 14(2), 14(4), 17 and 20 of Appendix 3, and (ii) Rules 8A.07, 8A.26 to 8A.35 and 8A.37 to 8A.41, (b) incorporating a requirement that where a general meeting is postponed by the directors, such meeting shall be postponed to a specific date, time and place, (c) removing the shareholding structure of Class B Ordinary Shares and provisions related to Class B Ordinary Shares, and (d) to provide flexibility to the Company in relation to the conduct of general meetings. 5. As a special resolution: THAT 蔚來集團 be adopted as the dual foreign name of the Company. (IF YOU WISH TO VOTE FOR OR AGAINST OR ABSTAIN FROM VOTING ON THE RESOLUTION IN RESPECT OF ALL YOUR VOTES FOR EACH RESOLUTION, TICK [√] THE APPROPRIATE BOX MARKED “FOR”, “AGAINST” OR "ABSTAIN". ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBER OF VOTES FOR EACH OF THE “FOR,” “AGAINST” AND “ABSTAIN” COLUMNS.) III. TO BE COMPLETED ONLY IF THE INTENTION IS FOR THE APPOINTMENT OF THE DEPOSITOR AS CDP'S PROXY The Depositor(s) wishes to be appointed as the CDP's proxy to attend, speak and vote at the Annual General Meeting in person. The Depositor(s) acknowledges that if Part II above has been completed, the Chairman, and not the Depositor(s), will be appointed as CDP's proxy to attend, speak and vote at the Annual General Meeting, notwithstanding that the Depositor(s) has completed this Part III. Dated this day of 2022 IV. The Central Depository (Pte) Limited Signature of Director TO BE COMPLETED BY DEPOSITOR(S) V. For Individuals: For Corporations: _____________________________ _______________________ ____________________________ Signature of Direct Account Holder Signature of Director Signature of Director/Secretary Common Seal IMPORTANT: PLEASE READ NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS DEPOSITOR PROXY FORM |