Li Auto Inc 6-K, filed May 31, 2023
Li Auto Inc. (LI)
About this 6-K
Li Auto Inc filed this 6-K on May 31, 2023.
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 May 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 ¨
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press Release—Li Auto Inc. Announces Results of Annual General Meeting | |
| 99.2 | Announcement—Poll Results of the Annual General Meeting Held on May 31, 2023 |
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.
| Li Auto Inc. | |||
| By |
/s/ Tie Li | ||
| Name | : | Tie Li | |
| Title | : | Director and Chief Financial Officer | |
Date: May 31, 2023
Exhibit 99.1
Li Auto Inc. Announces Results of Annual General Meeting
Beijing, China, May 31, 2023 — Li Auto Inc. (“Li Auto” or the “Company”) (Nasdaq: LI; HKEX: 2015), a leader in China’s new energy vehicle market, today announced that each of the proposed resolutions submitted for shareholder approval (the “Proposed Resolutions”) as set forth in the notice of annual general meeting dated April 24, 2023 (the “AGM Notice”) has been adopted at its annual general meeting of shareholders held in Beijing, China today.
After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) the Company’s existing memorandum and articles of associations are amended and restated by their deletion in their entirety and by the substitution in their place of the sixth amended and restated memorandum and articles of association as set forth in Appendix III to the circular of the Company dated April 24, 2023, (ii) Mr. Xiang Li, Mr. Tie Li, Mr. Donghui Ma, and Mr. Hongqiang Zhao are re-elected as directors of the Company, and (iii) the directors of the Company are granted a general mandate to issue, allot, and deal with additional Class A ordinary shares or equivalents and a general mandate to repurchase the Company’s own shares, respectively, on the terms and in the periods as set out in the AGM Notice.
About Li Auto Inc.
Li Auto Inc. is a leader in China’s new energy vehicle market. The Company designs, develops, manufactures, and sells premium smart electric vehicles. Its mission is: Create a Mobile Home, Create Happiness (创造移动的家，创造幸福的家). Through innovations in product, technology, and business model, the Company provides families with safe, convenient, and comfortable products and services. Li Auto is a pioneer to successfully commercialize extended-range electric vehicles in China. The Company started volume production in November 2019. Its model lineup includes Li L9, a six-seat flagship family SUV, Li L8 and Li ONE, both of which are six-seat premium family SUVs, and Li L7, a five-seat flagship family SUV. The Company leverages technology to create value for its users. It concentrates its in-house development efforts on its proprietary range extension system, next-generation electric vehicle technology, and smart vehicle solutions while expanding its product line by developing new BEVs and EREVs to target a broader user base.
For more information, please visit: http://ir.lixiang.com.
For investor and media inquiries, please contact:
Li Auto Inc.
Investor Relations
Email: ir@lixiang.com
The Piacente Group, Inc.
Yang Song
Tel: +86-10-6508-0677
Email: Li@tpg-ir.com
Brandi Piacente
Tel: +1-212-481-2050
Email: Li@tpg-ir.com
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Li Auto Inc.
理 想 汽 車
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Nasdaq: LI; HKEX: 2015)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON MAY 31, 2023
Reference is made to the circular (the “Circular”) of Li Auto Inc. (the “Company”) incorporating, amongst others, the notice (the “Notice”) of the annual general meeting of the Company (the “AGM”) dated April 24, 2023. Unless the context requires otherwise, the capitalized terms used herein shall have the same meanings as those defined in the Circular.
The board of directors (the “Board”) of the Company is pleased to announce that at the AGM held on May 31, 2023, the Notice of which was given to the Shareholders on April 24, 2023, all the proposed resolutions as set out in the Notice were taken by poll. The poll results in respect of the resolutions proposed at the AGM are as follows:
|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL | |||
| FOR | AGAINST | |||||
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2022 and the reports of the Directors and independent auditor thereon. | Class A ordinary Shares |
651,956,307 (99.905964%) |
613,652 (0.094036%) |
652,569,959 | 652,569,959 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
4,210,077,107 (99.985426%) |
613,652 (0.014574%) |
1,008,382,039 | 4,210,690,759 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 2. | To re-elect Mr. Ma Donghui as an executive Director. | Class A ordinary Shares |
562,921,060 (86.262893%) |
89,643,489 (13.737107%) |
652,564,549 | 652,564,549 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
4,121,041,860 (97.871048%) |
89,643,489 (2.128952%) |
1,008,376,629 | 4,210,685,349 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
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|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL | |||
| FOR | AGAINST | |||||
| 3. | To re-elect Mr. Li Xiang as an executive Director. | Class A ordinary Shares |
457,626,307 (70.127259%) |
194,939,206 (29.872741%) |
652,565,513 | 652,565,513 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
4,015,747,107 (95.370370%) |
194,939,206 (4.629630%) |
1,008,377,593 | 4,210,686,313 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 4. | To re-elect Mr. Li Tie as an executive Director. | Class A ordinary Shares |
562,614,958 (86.217095%) |
89,941,191 (13.782905%) |
652,556,149 | 652,556,149 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
4,120,735,758 (97.863973%) |
89,941,191 (2.136027%) |
1,008,368,229 | 4,210,676,949 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 5. | To re-elect Mr. Zhao Hongqiang as an independent non-executive Director. | Class A ordinary Shares |
516,407,402 (79.138543%) |
136,128,499 (20.861457%) |
652,535,901 | 652,535,901 |
| Class B ordinary Shares |
355,812,080 (100.000000%) |
0 (0.000000%) |
355,812,080 | 355,812,080 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
872,219,482 (86.499849%) |
136,128,499 (13.500151%) |
1,008,347,981 | 1,008,347,981 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 6. | To authorize the Board to fix the remuneration of the Directors of the Company. | Class A ordinary Shares |
638,149,724 (97.797408%) |
14,372,397 (2.202592%) |
652,522,121 | 652,522,121 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
4,196,270,524 (99.658665%) |
14,372,397 (0.341335%) |
1,008,334,201 | 4,210,642,921 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
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|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL | |||
| FOR | AGAINST | |||||
| 7. | To grant a general mandate to the Directors to issue, allot and deal with additional Class A Ordinary shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution. | Class A ordinary Shares |
407,999,860 (62.522412%) |
244,565,913 (37.477588%) |
652,565,773 | 652,565,773 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
3,966,120,660 (94.191781%) |
244,565,913 (5.808219%) |
1,008,377,853 | 4,210,686,573 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 8. | To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution. | Class A ordinary Shares |
648,726,553 (99.413192%) |
3,829,248 (0.586808%) |
652,555,801 | 652,555,801 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
4,206,847,353 (99.909059%) |
3,829,248 (0.090941%) |
1,008,367,881 | 4,210,676,601 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 9. | To extend the general mandate granted to the Directors to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares repurchased by the Company. | Class A ordinary Shares |
417,626,138 (63.998889%) |
234,926,031 (36.001111%) |
652,552,169 | 652,552,169 |
| Class B ordinary Shares |
3,558,120,800 (100.000000%) |
0 (0.000000%) |
355,812,080 | 3,558,120,800 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
3,975,746,938 (94.420701%) |
234,926,031 (5.579299%) |
1,008,364,249 | 4,210,672,969 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 10. | To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2023. | Class A ordinary Shares |
651,666,341 (99.862182%) |
899,356 (0.137818%) |
652,565,697 | 652,565,697 |
| Class B ordinary Shares |
355,812,080 (100.000000%) |
0 (0.000000%) |
355,812,080 | 355,812,080 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,007,478,421 (99.910812%) |
899,356 (0.089188%) |
1,008,377,777 | 1,008,377,777 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
3
|
SPECIAL RESOLUTION |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL | |||
| FOR | AGAINST | |||||
| 11. |
To approve the adoption of the sixth amended and restated memorandum and articles of association of the Company as the new memorandum and articles of association of the Company in substitution for, and to the exclusion of, the fifth amended and restated memorandum and articles of association of the Company with immediate effect after the close of the AGM, and any one Director be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to implement the adoption of the sixth amended and restated memorandum and articles of association (the “New Memorandum and Articles of Association”). |
Class A ordinary Shares |
652,085,643 (99.941477%) |
381,846 (0.058523%) |
652,467,489 | 652,467,489 |
| Class B ordinary Shares |
355,812,080 (100.000000%) |
0 (0.000000%) |
355,812,080 | 355,812,080 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,007,897,723 (99.962129%) |
381,846 (0.037871%) |
1,008,279,569 | 1,008,279,569 | ||
| The resolution has been duly passed as a special resolution with over three-fourths of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
Notes:
| (a) | As at the date of the AGM, the total number of issued Shares was 2,084,577,974 Shares, comprising 1,728,765,894 Class A ordinary Shares and 355,812,080 Class B ordinary Shares. |
| (b) | Save as disclosed above, there was no Shareholder that was required to abstain from voting in respect of the resolutions at the AGM and none of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the AGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the AGM as set out in Rule 13.40 of the Listing Rules. |
| (c) | Accordingly, the total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 2,084,577,974 Shares, comprising 1,728,765,894 Class A ordinary Shares and 355,812,080 Class B ordinary Shares as at the date of the AGM. |
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| (d) | According to the Articles of Association, each Class A Share shall entitle its holder to one vote and each Class B Share shall entitle its holder to ten votes in respect of the resolutions numbered 1 to 4 and 6 to 9 on the proposed receipt and adoption of the audited consolidated financial statements, reports of Directors and independent auditor, the proposed re-election of executive Directors, the proposed authority for the Board to fix the remuneration of the Directors, the proposed Issuance Mandate (including the extended Issuance Mandate), and the proposed Repurchase Mandate contemplated thereunder. Each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at the AGM in respect of the resolutions numbered 5, 10 and 11 on the proposed re-election of independent non-executive director, the proposed re-appointment of auditor, and the proposed adoption of the New Memorandum and Articles of Association. |
| (e) | The Company’s share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM. |
| (f) | Mr. Xiang Li, Mr. Donghui Ma, Mr. Tie Li, executive directors, and Mr. Hongqiang Zhao, an independent non- executive director, have attended the AGM in person. |
| By order of the Board | |
| Li Auto Inc. Xiang Li | |
| Chairman |
Hong Kong, May 31, 2023
As of the date of this announcement, the board of directors of the Company comprises Mr. Xiang Li, Mr. Donghui Ma, and Mr. Tie Li as executive directors, Mr. Xing Wang and Mr. Zheng Fan as non-executive directors, and Mr. Hongqiang Zhao, Mr. Zhenyu Jiang, and Prof. Xing Xiao as independent non-executive directors.
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