UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Li Auto Inc.
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
50202M 102**
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 50202M 102 has been assigned to the American depositary shares (ADSs) of the issuer, which are quoted on The Nasdaq Stock Market under the symbol LI. Each ADS represents two Class A ordinary shares.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 50202M 102 | ||||
1 |
Name of Reporting Person | |||
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Amp Lee Ltd. | ||
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2 |
Check the Appropriate Box if a Member of a Group | ||
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(a) o (b) o | ||
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3 |
SEC Use Only | ||
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| ||
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4 |
Citizenship or Place of Organization | ||
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British Virgin Islands | ||
Number of |
5 |
Sole Voting Power | ||
355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1) | ||||
6 |
Shared Voting Power | |||
0 | ||||
7 |
Sole Dispositive Power | |||
355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1) | ||||
8 |
Shared Dispositive Power | |||
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0 | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1) | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
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o | ||
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11 |
Percent of Class Represented by Amount in Row 9 | ||
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19.7%(2) | ||
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12 |
Type of Reporting Person | ||
Notes:
(1) Directly held by Amp Lee Ltd., which is ultimately wholly owned by Limind Trust. See Item 4.
(2) Assumes conversion of all Class B ordinary shares into Class A ordinary shares.
CUSIP No. 50202M 102 | ||||
1 |
Name of Reporting Person | |||
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Xiang Li | ||
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2 |
Check the Appropriate Box if a Member of a Group | ||
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(a) o (b) o | ||
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3 |
SEC Use Only | ||
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| ||
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4 |
Citizenship or Place of Organization | ||
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Peoples Republic of China | ||
Number of |
5 |
Sole Voting Power | ||
355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time) (1) | ||||
6 |
Shared Voting Power | |||
0 | ||||
7 |
Sole Dispositive Power | |||
355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1) | ||||
8 |
Shared Dispositive Power | |||
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|
0 | ||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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|
355,812,080 shares (represented by 355,812,080 Class B ordinary shares, which may be converted into 355,812,080 Class A ordinary shares at any time)(1) | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
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o | ||
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11 |
Percent of Class Represented by Amount in Row 9 | ||
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19.7%(2) | ||
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12 |
Type of Reporting Person | ||
Notes:
(1) Directly held by Amp Lee Ltd., which is ultimately wholly owned by Limind Trust. See Item 4.
(2) Assumes conversion of all Class B ordinary shares into Class A ordinary shares.
Item 1(a). |
Name of Issuer:
Li Auto Inc. (the Issuer) |
Item 1(b). |
Address of Issuers Principal Executive Offices:
11 Wenliang Street, Shunyi District, Beijing 101399, Peoples Republic of China |
Item 2(a). |
Name of Person Filing:
Amp Lee Ltd. Xiang Li (collectively, the Reporting Persons) |
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
Amp Lee Ltd.
Xiang Li 11 Wenliang Street, Shunyi District, Beijing 101399, Peoples Republic of China |
Item 2(c) |
Citizenship:
Amp Lee Ltd. British Virgin Islands Li Xiang Peoples Republic of China |
Item 2(d). |
Title of Class of Securities:
Class A ordinary shares, par value US$0.0001 per share, of the Issuer
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.0001 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote. |
Item 2(e). |
CUSIP Number:
50202M 102
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 50202M 102 has been assigned to the ADSs of the issuer, which are quoted on The Nasdaq Stock Market under the symbol LI. Each ADS represents two Class A ordinary shares. |
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
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Not applicable |
Item 4. |
Ownership. |
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The following information with respect to the ownership of the ordinary shares of the Issuer by each of the Reporting Persons is provided as of December 31, 2020: |
Reporting Person |
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Amount |
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Percent of |
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Percent of |
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Sole power to |
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Shared |
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Sole power to |
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Shared |
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Amp Lee Ltd. |
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355,812,080 |
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19.7 |
% |
71.0 |
% |
355,812,080 |
|
0 |
|
355,812,080 |
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0 |
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Xiang Li |
|
355,812,080 |
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19.7 |
% |
71.0 |
% |
355,812,080 |
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0 |
|
355,812,080 |
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0 |
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|
Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) were deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by the Reporting Persons. The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on a total of 1,809,288,310 issued and outstanding ordinary shares (consisting of 1,453,476,230 Class A ordinary shares and 355,812,080 Class B ordinary shares) of the Issuer as of December 31, 2020 as a single class. In computing the percentage ownership of the Reporting Persons, we have included, where applicable, shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security, after December 31, 2020.
As of December 31, 2020, 355,812,080 Class B ordinary shares of the Issuer were held by Amp Lee Ltd., a British Virgin Islands company; Amp Lee Ltd. is wholly owned by Cyric Point Enterprises Limited, a British Virgin Islands company; Cyric Point Enterprises Limited is wholly owned by Limind Trust, a trust established for the benefit of Xiang Li and his family. Xiang Li is the settlor and investment manager of Limind Trust, and has the power to direct the disposition and voting of the shares of the Issuer held by Limind Trust. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Xiang Li may be deemed to beneficially own all of the shares held by Amp Lee Ltd. |
Item 5. |
Ownership of Five Percent or Less of a Class. |
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Not applicable |
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person. |
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Not applicable |
Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable |
Item 10. |
Certifications. |
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Not applicable |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: February 5, 2021
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Amp Lee Ltd. | |
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By: |
/s/ Xiang Li |
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Name: |
Xiang Li |
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Title: |
Authorized Signatory |
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Xiang Li | |
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/s/ Xiang Li |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share, of Li Auto Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 5, 2021.
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Amp Lee Ltd. | |
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By: |
/s/ Xiang Li |
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Name: |
Xiang Li |
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Title: |
Authorized Signatory |
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Xiang Li | |
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/s/ Xiang Li |