DEPOSIT AGREEMENT by and among as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDERDeposit Agreement • July 24th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
DEPOSIT AGREEMENT, dated as of [·], 2020, by and among (i) Li Auto Inc., a company incorporated in the Cayman Islands, with its principal executive office at 8th Floor, Block D, Building 8, 4th District of Wangjing East Garden, Chaoyang District, Beijing 100102, People’s Republic of China and its registered office at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on July 10, 2020 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares of par value US$0.0001 per share, (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • July 24th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies
by deleting the existing definition of “Registrable Securities” under Appendix A to the Shareholders Agreement in its entirety
