Filing Overview
Li Auto Inc. filed a Form 6-K for April 2023, dated April 21, 2023. The filing is a supplemental submission under Item 16I(a) of Form 20-F concerning the Holding Foreign Companies Accountable Act (HFCAA).
HFCAA Status and Ownership
The SEC conclusively identified Li Auto as a Commission-Identified Issuer on May 13, 2022 because its 2021 Form 20-F included an audit report issued by PricewaterhouseCoopers Zhong Tian LLP, a mainland China-based accounting firm that the PCAOB previously could not fully inspect or investigate. The PCAOB vacated that determination in December 2022.
Li Auto stated that it is not owned or controlled by a government entity in mainland China. Based on information as of February 28, 2023:
- Chairman and Chief Executive Officer Xiang Li beneficially owned 22.5% of the ordinary shares and held 67.5% to 69.6% of the voting power, depending on the treatment of performance conditions and award premiums relating to his CEO Award Shares.
- Director Xing Wang beneficially owned 18.9% of the ordinary shares and held 7.4% of the voting power.
- Directors and senior management collectively beneficially owned 46.5% of the ordinary shares and held 76.9% to 78.9% of the voting power, depending on the treatment of Mr. Li’s CEO Award Shares.
- Excluding directors and senior management, the company stated that no shareholder known to it beneficially owned 5% or more of the ordinary shares.
- The company stated that it was not aware of any mainland China government entity otherwise controlling it.
Financial Information
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating performance metrics. It refers investors to the company’s 2022 Form 20-F, filed April 21, 2023, for additional ownership information.
Material Changes, Risks, and Unusual Items
The filing does not report a change in financial performance or operating outlook. Its principal subject is HFCAA compliance and the company’s representation that it is not government-owned or controlled. The historical PCAOB inspection limitation and potential consequences under the HFCAA remain relevant regulatory risks, although the filing notes that the PCAOB vacated its prior mainland China determination in December 2022.
Investor Verification Checklist
- Verify the company’s current HFCAA and PCAOB status, including whether any subsequent SEC Commission-Identified Issuer determination applies.
- Review the 2022 Form 20-F for detailed share ownership, voting rights, and related-party or control disclosures.
- Confirm the conditions and award premium provisions affecting Mr. Li’s CEO Award Shares and voting power.
- Review subsequent filings for changes in government ownership or control representations.
- Obtain financial and operating metrics from the 2022 Form 20-F or later earnings disclosures, as this Form 6-K does not provide them.