Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
08 September 2023 - 8:58PM
Edgar (US Regulatory)
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 2023
Commission File Number: 001-39407
Li Auto Inc.
(Registrant’s Name)
11 Wenliang Street
Shunyi District, Beijing 101399
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 ¨
EXPLANATORY NOTE
We submitted a monthly return form dated September 6,
2023 with The Stock Exchange of Hong Kong Limited in relation to the movements in our authorized share capital and issued shares in August 2023.
For details, please refer to Exhibit 99.1 to this current report on Form 6-K.
EXHIBIT INDEX
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.
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Li Auto Inc. |
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By |
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/s/ Tie Li |
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Name |
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Tie Li |
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Title |
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Director and Chief Financial Officer |
Date: September 7,
2023
Exhibit 99.1
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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 31 August 2023 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: Li Auto Inc.
Date Submitted: 06 September 2023
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02015 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 4,500,000,000 USD 0.0001 USD 450,000
Increase / decrease (-) USD
Balance at close of the month 4,500,000,000 USD 0.0001 USD 450,000
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02015 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 500,000,000 USD 0.0001 USD 50,000
Increase / decrease (-) USD
Balance at close of the month 500,000,000 USD 0.0001 USD 50,000
Total authorised/registered share capital at the end of the month: USD 500,000 |
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II. Movements in Issued Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02015 Description
Balance at close of preceding month 1,728,863,358
Increase / decrease (-) 34,794,748
Balance at close of the month 1,763,658,106
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02015 Description
Balance at close of preceding month 355,812,080
Increase / decrease (-) 0
Balance at close of the month 355,812,080 |
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III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02015
Particulars of share option
scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share options
outstanding at close of
the month
No. of new shares of
issuer issued during the
month pursuant thereto
(A)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
The total number of
securities which may be
issued upon exercise of
all share options to be
granted under the
scheme at close of the
month
1). 2019 Plan (Share
incentive plan adopted
on 2/7/2019 as
amended from time
to time)
41,680,472 Others -638,212 41,042,260 0 41,042,260 67,969,800
General Meeting approval
date (if applicable)
2). 2020 Plan (Share
incentive plan adopted
on 9/7/2020 as
amended from time to
time)
22,967,702 Others -1,115,608
Cancelled -150,000
21,702,094 0 21,702,094 110,669,600
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares A): 0
Total funds raised during the month from exercise of options: USD 175,382
Remarks:
1) Others: -638,212 refers to 638,212 options being exercised. The exercise of 638,212 options was settled using the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs
reserved for further issuances upon the exercise or vesting of awards granted under 2019 Share Incentive Plan.
2) Others: -1,115,608 refers to 1,115,608 options being exercised. The exercise of 1,115,608 options was settled using the Class A Ordinary Shares issued to the Depositary for bulk issuance of
ADSs reserved for further issuances upon the exercise or vesting of awards granted under 2020 Share Incentive Plan. |
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(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable
(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) No
Stock code of shares issuable (if listed on SEHK) (Note 1)
Description of the Convertibles Currency Amount at close of
preceding month Movement during the month Amount at close of the
month
No. of new shares of
issuer issued during the
month pursuant thereto
(C)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1). 2028 Notes - convertible
senior notes
USD 862,500,000 862,500,000 0 60,861,104
Type of convertibles Bond/Notes
Stock code of the Convertibles
(if listed on SEHK) (Note 1)
Subscription/Conversion price USD 14.17
General Meeting approval date
(if applicable)
Total C (WVR ordinary shares A): 0
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02015
Description
General Meeting
approval date
(if applicable)
No. of new shares of issuer issued during
the month pursuant thereto (D)
No. of new shares of issuer which may be
issued pursuant thereto as at close of the
month
1). 2019 Plan - restricted shares (Share incentive plan adopted on 2/7/2019 as
amended from time to time) 0 0
2). 2019 Plan - restricted share unit (Share incentive plan adopted on 2/7/2019 as
amended from time to time) 0 30,762,050
3). 2020 Plan - restricted shares (Share incentive plan adopted on 9/7/2020 as
amended from time to time) 0 0
4). 2020 Plan - restricted share unit (Share incentive plan adopted on 9/7/2020 as
amended from time to time) 0 22,898,662 |
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Total D (WVR ordinary shares A): 0
Remarks:
As of 31 August 2023, 30,762,050 shares of the issuer may be issued pursuant to the restricted share units granted under 2019 plan and 22,898,662 shares of the issuer may be issued pursuant
to the restricted share units granted under 2020 Plan.
144,000 restricted share units granted under 2019 Plan were cancelled during the month.
(E). Other Movements in Issued Share
1. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1, 5 and 6) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02015
Type of Issue
At price (if applicable)
Currency Amount
Issue and allotment
date (Note 5 and 6)
General Meeting
approval date
(if applicable)
No. of new shares of issuer
issued during the month
pursuant thereto (E)
No. of new shares of issuer
which may be issued pursuant
thereto as at close of the
month
1). Other (Please specify)
US ATM Offering
5,494,748 5,494,748
2). Other (Please specify)
Issuance of Class A Ordinary Shares to
the Depositary for bulk issuance of
ADSs
USD 0.0001 14 August 2023 29,300,000
Total E (WVR ordinary shares A): 34,794,748
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) 34,794,748
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) 0
Remarks:
US ATM Offering refers to the offer of the American Depositary Shares (“ADS(s)”) on the Nasdaq, alternative trading systems or other markets for the ADSs, pursuant to a shelf registration
statement on Form F-3 that was filed with the Securities and Exchange Commission of the United States (“SEC”) on August 2021, including a prospectus supplement filed with the SEC on June
28, 2022, pursuant thereto, including the documents incorporated by reference therein, and which does not constitute a public offering in Hong Kong.
During the month ended August 31, 2023, a total of 2,747,374 ADSs, representing 5,494,748 Class A Ordinary Shares, were issued pursuant to the US ATM Offering. The highest price achieved |
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in US ATM Offering during the month is USD44.42 per ADS. The lowest price achieved in US ATM Offering during the month is USD40.00 per ADS. The total gross proceeds received from the
US ATM Offering during the month is USD115,316,852.21.
29,300,000 Class A Ordinary Shares were issued to the Depository on August 14, 2023 for bulk issuance of ADSs reserved for further issuances upon the exercise or vesting of awards granted
under 2019 Plan and 2020 Plan. |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been
previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 3);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has
been made with other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
Submitted by: Wang Yang
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer)
Notes
1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return
published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
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3. “Identical” means in this context:
. the securities are of the same nominal value with the same amount called up or paid up;
. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to
exactly the same sum (gross and net); and
. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
4. If there is insufficient space, please submit additional document.
5. In the context of repurchase of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares repurchased”; and
. “issue and allotment date” should be construed as “cancellation date”
6. In the context of redemption of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares redeemed”; and
. “issue and allotment date” should be construed as “redemption date” |
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