Xpeng Inc F-1/A, filed Aug 25, 2020
Xpeng Inc. (XPEV)
As filed with the Securities and Exchange Commission on August 25, 2020
Registration No. 333-242283
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XPeng Inc.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | 3711 | Not Applicable | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
No. 8 Songgang Road, Changxing Street
Cencun, Tianhe District, Guangzhou
Guangdong 510640
People’s Republic of China
+86-020-6680-6680
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
+1 (800) 221-0102
(Name, address and telephone number of agent for service)
| Copies to: | ||||
| Yi Gao, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 |
Kevin P. Kennedy, Esq. Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto, California 94304 (650) 251-5000 |
Benjamin Su, Esq. Daying Zhang, Esq. Latham & Watkins LLP 18th Floor, One Exchange Square 8 Connaught Place Central, Hong Kong +852-2912-2500 | ||
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered(1) |
Amount to be Registered(2)(3) |
Proposed Maximum Offering Price per share(3) |
Proposed Maximum Aggregate Offering Price(2)(3) |
Amount of Registration Fee(4) | ||||
| Class A ordinary shares, par value US$0.00001 per share |
195,500,000 | US$6.50 | US$1,270,750,000 | US$164,943.35 | ||||
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| (1) | American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-248098). Each ADS represents two Class A ordinary shares. |
| (2) | Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b) all Class A ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. |
| (3) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
| (4) | Previously paid. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 is being filed solely for the purpose of changing the basis for calculating the registration fee to the estimated maximum offering price per Class A ordinary share pursuant to Rule 457(a) under the Securities Act of 1933, as amended. No changes have been made to the Registration Statement other than this explanatory note as well as revised version of the cover page and exhibit index of the Registration Statement. This Amendment No. 3 does not contain a copy of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 2 to the Registration Statement, filed on August 21, 2020. Accordingly, this Amendment No. 3 consists only of the cover page, this explanatory note and Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 6. | Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant’s articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part, or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the registrant.
Under the form of indemnification agreements to be filed as Exhibit 10.1 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.
The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
| Item 7. | Recent Sales of Unregistered Securities |
We are incorporated as XPeng Inc. in December 2018 and has since then issued and sold the securities described below without registering the securities under the Securities Act. None of these transactions involved any underwriters’ underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. As we effected a share split on March 30, 2020, through which each one of the previously issued ordinary shares and preferred shares was split into 25 ordinary shares and preferred shares, respectively, the following share numbers have given effect to such share split.
| Securities/Purchaser |
Date of Issuance |
Number of Securities |
Consideration in U.S. Dollars |
Underwriting | ||||
| Simplicity Holding Limited |
December 27, 2018 | 230,234,375 ordinary shares(1) | US$51,596,941.03 | n/a | ||||
| Efficiency Investment Limited |
December 27, 2018 | 60,000,000 ordinary shares(1) | US$391,446.89 | n/a | ||||
| Quality Enterprises Limited |
December 27, 2018 | 20,000,000 ordinary shares(1) | US$130,588.79 | n/a | ||||
| Success Sharing Development Holding Limited |
December 27, 2018 | 137,202,575 ordinary shares(1) | US$522,168.80 | n/a | ||||
| XPD Holdings Limited |
December 27, 2018 | 583,575 ordinary shares(1) | US$789,639.92 | n/a | ||||
II-1
| Securities/Purchaser |
Date of Issuance |
Number of Securities |
Consideration in U.S. Dollars |
Underwriting | ||||
| Taobao China Holding Limited |
September 12, 2019 | 50,540,875 Series A preferred shares | US$46,586,904.24 | n/a | ||||
| GGV (Xpeng) Limited |
September 12, 2019 | 18,571,950 Series A-1 preferred shares | US$19,090,909.00 | n/a | ||||
| Morningside TMT Holding IV Limited |
September 12, 2019 | 14,639,425 Series A-1 preferred shares | US$15,048,485.00 | n/a | ||||
| Matrix Partners China IV Hong Kong Limited |
September 12, 2019 | 10,317,750 Series A-1 preferred shares | US$10,606,051.00 | n/a | ||||
| Shunwei Top Venture Limited |
September 12, 2019 | 2,947,925 Series A-1 preferred shares | US$3,030,303.03 | n/a | ||||
| XPD Holdings Limited |
September 12, 2019 | 583,575 Series A-2 preferred shares(2) | US$789,639.92 | n/a | ||||
| Taobao China Holding Limited |
September 12, 2019 | 54,709,700 Series B preferred shares | US$117,787,479.98 | n/a | ||||
| GGV (Xpeng) Limited |
September 12, 2019 | 4,376,775 Series B preferred shares | US$9,375,000.00 | n/a | ||||
| Morningside TMT Holding IV Limited |
September 12, 2019 | 3,377,400 Series B preferred shares | US$7,234,375.00 | n/a | ||||
| Matrix Partners China IV Hong Kong Limited |
September 12, 2019 | 2,917,850 Series B preferred shares | US$6,249,990.00 | n/a | ||||
| Markarian Investments Limited |
September 12, 2019 | 14,589,250 Series B preferred shares | US$31,250,000.00 | n/a | ||||
| Simplicity Holding Limited |
September 12, 2019 | 29,871,475 Series B-1 preferred shares | US$94,487,730.81 | n/a | ||||
| GGV (Xpeng) Limited |
September 12, 2019 | 7,148,750 Series B-1 preferred shares | US$22,595,040.30 | n/a | ||||
| Morningside TMT Holding IV Limited |
September 12, 2019 | 12,556,625 Series B-1 preferred shares | US$39,645,090.61 | n/a | ||||
| Morningside Special IV Hong Kong Limited |
September 12, 2019 | 7,287,250 Series B-1 preferred shares | US$23,182,070.70 | n/a | ||||
| Matrix Partners China IV Hong Kong Limited |
September 12, 2019 | 2,297,800 Series B-1 preferred shares | US$7,285,332.53 | n/a | ||||
| Xenon Investment Limited |
September 12, 2019 | 21,387,275 Series B-1 preferred shares | US$67,550,819.37 | n/a | ||||
| Sino EV Limited |
September 12, 2019 | 2,297,800 Series B-1 preferred shares | US$7,257,526.05 | n/a | ||||
| Magical Star Project Company Limited |
September 12, 2019 | 2,665,450 Series B-1 preferred shares | US$8,554,319.93 | n/a | ||||
| Proficient Development Project Company Limited |
September 12, 2019 | 1,571,700 Series B-1 preferred shares | US$5,044,098.99 | n/a | ||||
II-2
| Securities/Purchaser |
Date of Issuance |
Number of Securities |
Consideration in U.S. Dollars |
Underwriting | ||||
| CK Investment Holdings Limited |
September 12, 2019 | 358,450 Series B-1 preferred shares | US$1,156,005.01 | n/a | ||||
| HH XP (HK) Holdings Limited |
September 12, 2019 | 2,297,800 Series B-1 preferred shares | US$7,285,337.53 | n/a | ||||
| Robert S Bao |
September 12, 2019 | 919,125 Series B-1 preferred shares | US$2,914,135.01 | n/a | ||||
| Taobao China Holding Limited |
September 12, 2019 | 18,382,450 Series B-1 preferred shares | US$57,965,973.97 | n/a | ||||
| Simplicity Holding Limited |
September 12, 2019 | 7,033,275 Series B-2 preferred shares | US$25,584,370.19 | n/a | ||||
| GGV (Xpeng) Limited |
September 12, 2019 | 1,776,075 Series B-2 preferred shares | US$6,455,725.91 | n/a | ||||
| Xenon Investment Limited |
September 12, 2019 | 3,381,375 Series B-2 preferred shares | US$12,281,967.23 | n/a | ||||
| KTB China Synergy Fund |
September 12, 2019 | 1,298,750 Series B-2 preferred shares | US$4,710,964.00 | n/a | ||||
| KTB AI Limited Partnership |
September 12, 2019 | 2,697,425 Series B-2 preferred shares | US$10,049,577.92 | n/a | ||||
| Sino EV Limited |
September 12, 2019 | 559,475 Series B-2 preferred shares | US$2,032,107.30 | n/a | ||||
| Luminous Ace Limited |
September 12, 2019 | 783,250 Series B-2 preferred shares | US$2,885,000.00 | n/a | ||||
| Truly Magnetic Project Company Limited |
September 12, 2019 | 1,214,850 Series B-2 preferred shares | US$4,483,643.55 | n/a | ||||
| HH XP (HK) Holdings Limited |
September 12, 2019 | 1,998,100 Series B-2 preferred shares | US$7,285,337.53 | n/a | ||||
| Taobao China Holding Limited |
September 12, 2019 | 5,394,850 Series B-2 preferred shares | US$19,563,516.22 | n/a | ||||
| PV Xenon Investment II Limited |
December 2, 2019 | 10,612,100 Series C preferred shares | US$40,000,000.00 | n/a | ||||
| Fast Pace Limited |
December 2, 2019 | 13,265,100 Series C preferred shares | US$50,000,000.00 | n/a | ||||
| Simplicity Holding Limited |
December 2, 2019 | 43,642,225 Series C preferred shares | US$164,500,000.00 | n/a | ||||
| GGV (Xpeng) Limited |
December 2, 2019 | 3,183,625 Series C preferred shares | US$12,000,000.00 | n/a | ||||
| Matrix Partners China IV Hong Kong Limited |
December 2, 2019 | 1,326,500 Series C preferred shares | US$5,000,000.00 | n/a | ||||
II-3
| Securities/Purchaser |
Date of Issuance |
Number of Securities |
Consideration in U.S. Dollars |
Underwriting | ||||
| Shunwei Top Venture Limited |
December 2, 2019 | 397,950 Series C preferred shares | US$1,500,000.00 | n/a | ||||
| Golden Eagle (Asia) Investment Limited |
December 2, 2019 | 2,653,025 Series C preferred shares | US$10,000,000.00 | n/a | ||||
| Duowan Entertainment Corp. |
December 2, 2019 | 1,326,500 Series C preferred shares | US$5,000,000.00 | n/a | ||||
| Evolution Special Opportunity Fund I, L.P. |
December 2, 2019 | 2,306,975 Series C preferred shares | US$8,695,652.00 | n/a | ||||
| Evolution Fund I Co- investment, L.P. |
December 2, 2019 | 346,050 Series C preferred shares | US$1,304,348.00 | n/a | ||||
| Bryan White |
December 2, 2019 | 265,300 Series C preferred shares | US$1,000,000.00 | n/a | ||||
| Markarian Investments Limited |
December 2, 2019 | 265,300 Series C preferred shares | US$1,000,000.00 | n/a | ||||
| Pacific Rays Limited |
April 10, 2020 | 26,137,425 Series C preferred shares(3) | US$98,519,394.25 | n/a | ||||
| Shanghai Cheyou Enterprise Management Partnership (Limited Partnership) |
April 24, 2020 | 15,753,000 Class A ordinary shares and 27,567,750 Series A preferred shares(4) | US$25,531,932.02 | n/a | ||||
| Shanghai Yuanxin Enterprise Management Partnership (Limited Partnership) |
April 24, 2020 | 8,935,900 Series B-1 preferred shares and 2,220,100 Series B-2 preferred shares(4) | US$36,034,997.19 | n/a | ||||
| CX TMT Holding IV Limited |
April 24, 2020 | 3,932,550 Series A-1 preferred shares, 999,350 Series B preferred shares, 5,432,025 Series B-1 preferred shares and 999,050 Series B-2 preferred shares(4) | US$27,032,426.33 | n/a | ||||
| Pacific Rays Limited |
April 24, 2020 | 14,739,650 Series A-1 preferred shares and 36,473,100 Series B preferred shares(4) | US$95,379,531.89 | n/a | ||||
| Zhuhai Guangkong Zhongying Industrial Investment Fund Partnership (Limited Partnership) |
April 24, 2020 | 2,653,125 Series A-1 preferred shares(4) | US$ 2,848,416.76 | n/a | ||||
II-4
| Securities/Purchaser |
Date of Issuance |
Number of Securities |
Consideration in U.S. Dollars |
Underwriting | ||||
| Shanghai Jihe Enterprise Management Consulting Partnership (Limited Partnership) |
April 24, 2020 | 2,917,850 Series A-2 preferred shares, 729,450 Series B preferred shares, 919,125 Series B-1 preferred shares and 3,996,200 Series B-2 preferred shares(4) | US$22,830,179.38 | n/a | ||||
| Shanghai Guangyi Investment Management Center (Limited Partnership) |
April 24, 2020 | 2,334,275 Series A-2 preferred shares(4) |
US$ 3,162,255.32 | n/a | ||||
| Speed Up Holdings Limited |
April 24, 2020 | 2,334,275 Series A-2 preferred shares and 459,550 Series B-1 preferred shares(4) | US$4,602,990.67 | n/a | ||||
| Shanghai Huiyu Enterprise Management Partnership (Limited Partnership) |
April 24, 2020 | 7,294,625 Series B preferred shares(4) | US$ 15,914,950.50 | n/a | ||||
| XP Management Limited |
April 24, 2020 | 13,130,325 Series B preferred shares(4) |
US$28,611,848.48 | n/a | ||||
| Yincheng Investment Limited |
April 24, 2020 | 3,888,600 Series B-1 preferred shares and 614,800 Series B-2 preferred shares(4) | US$14,418,155.34 | n/a | ||||
| Ningbo Dingpeng Equity Investment Partnership (Limited Partnership) |
April 24, 2020 | 4,595,600 Series B-1 preferred shares and 1,998,100 Series B-2 preferred shares(4) | US$21,659,089.41 | n/a | ||||
| Shanghai Yuanxin Enterprise Management Partnership (Limited Partnership) |
May 11, 2020 | 795,907 Series C preferred shares(3) | US$3,000,000.00 | n/a | ||||
| Hongdi Brian Gu |
May 26, 2020 | 318,363 Series C preferred shares | US$1,200,000.00 | n/a | ||||
| Quack Holding Limited |
June 28, 2020 | 17,643,400 Class A ordinary shares(5) | US$176.44 | n/a | ||||
| Like Minded Enterprise Limited |
June 28, 2020 | 15,760,000 Class A ordinary shares(5) | US$157.60 | n/a | ||||
| Xpeng Fortune Holdings Limited |
June 28, 2020 | 33,349,070 Class A ordinary shares(5) | US$333.49 | n/a | ||||
| Respect Holding Limited |
June 28, 2020 | 21,000,000 Class B ordinary shares(5) | US$210.00 | n/a | ||||
| Aspex Master Fund |
July 22, 2020 | 20,758,851 Series C preferred shares | US$90,000,000.00 | n/a | ||||
II-5
| Securities/Purchaser |
Date of Issuance |
Number of Securities |
Consideration in U.S. Dollars |
Underwriting | ||||
| Coatue PE Asia 33 LLC |
July 22, 2020 | 20,758,851 Series C preferred shares | US$90,000,000.00 | n/a | ||||
| HH XP (HK) Holdings Limited |
July 22, 2020 | 16,145,773 Series C preferred shares | US$70,000,000.00 | n/a | ||||
| SCC Growth VI Holdco E, Ltd. |
July 22, 2020 | 16,145,773 Series C preferred shares | US$70,000,000.00 | n/a | ||||
| Hel Ved Master Fund |
July 22, 2020 | 2,306,539 Series C preferred shares | US$10,000,000.00 | n/a | ||||
| Matrix Partners China IV Hong Kong Limited |
July 24, 2020 | 4,613,078 Series C preferred shares | US$20,000,000.00 | n/a | ||||
| Anatole Partners Master Fund, L.P. |
July 24, 2020 | 3,010,034 Series C preferred shares | US$13,050,000.00 | n/a | ||||
| Anatole Partners Enhanced Master Fund, L.P. |
July 24, 2020 | 449,775 Series C preferred shares | US$1,950,000.00 | n/a | ||||
| Tairen Alpha Fund Limited |
July 24, 2020 | 3,459,809 Series C preferred shares | US$15,000,000.00 | n/a | ||||
| 3W Global Fund |
July 24, 2020 | 3,459,809 Series C preferred shares | US$15,000,000.00 | n/a | ||||
| ZWC XP Investments Limited |
July 24, 2020 | 3,459,809 Series C preferred shares | US$15,000,000.00 | n/a | ||||
| CloudAlpha Master Fund |
July 24, 2020 | 2,306,539 Series C preferred shares | US$10,000,000.00 | n/a | ||||
| Summer Rocket Holdings Limited |
July 24, 2020 | 2,306,539 Series C preferred shares | US$10,000,000.00 | n/a | ||||
| Grand Horizon Plus Investment Limited |
July 24, 2020 | 2,306,539 Series C preferred shares | US$10,000,000.00 | n/a | ||||
| Azure Kingfisher Limited |
July 24, 2020 | 2,306,539 Series C preferred shares | US$10,000,000.00 | n/a | ||||
| Pine Summit International Limited |
July 24, 2020 | 1,153,270 Series C preferred shares | US$5,000,000.00 | n/a | ||||
| Neumann Capital |
July 24, 2020 | 1,153,270 Series C preferred shares | US$5,000,000.00 | n/a | ||||
| Shengyu Ventures Limited |
July 24, 2020 | 461,308 Series C preferred shares | US$2,000,000.00 | n/a | ||||
| Luminous Time Limited |
July 24, 2020 | 461,308 Series C preferred shares | US$2,000,000.00 | n/a | ||||
| Cheung Shun Ching |
July 24, 2020 | 461,308 Series C preferred shares | US$2,000,000.00 | n/a | ||||
| Celestial Dragon Holdings Limited |
July 24, 2020 | 461,308 Series C preferred shares | US$2,000,000.00 | n/a | ||||
II-6
| Securities/Purchaser |
Date of Issuance |
Number of Securities |
Consideration in U.S. Dollars |
Underwriting | ||||
| Robert S Bao |
July 24, 2020 | 230,654 Series C preferred shares | US$1,000,000.00 | n/a | ||||
| Ampere Partners Holding Limited |
July 24, 2020 | 230,654 Series C preferred shares | US$1,000,000.00 | n/a | ||||
| Credit Suisse AG, Singapore Branch |
July 24, 2020 | 3,459,809 Series C preferred shares | US$15,000,000.00 | n/a | ||||
| Al-Rayyan Holding LLC |
July 29, 2020 | 23,065,390 Series C preferred shares | US$100,000,000.00 | n/a | ||||
| Taobao China Holding Limited |
August 6, 2020 | 49,590,589 Series C preferred shares | US$215,000,000.00 | n/a | ||||
| Aerospace Holding Company LLC |
August 6, 2020 | 23,065,390 Series C preferred shares | US$100,000,000.00 | n/a | ||||
| Quack Holding Limited |
August 6, 2020 | 14,850,560 Class A ordinary shares(6) | US$148.50 | n/a | ||||
| XPeng Fortune Holdings Limited |
August 6, 2020 | 9,695,210 Class A ordinary shares | US$96.95 | n/a | ||||
| Dazzling Mount Holdings Limited |
August 6, 2020 | 3,501,425 Series A-2 preferred shares and 1,922,624 Series B preferred shares(4) | US$8,059,249.80 | n/a | ||||
| Simplicity Holding Limited |
August 6, 2020 | 16,926,907 Series B preferred shares(4) | US$33,183,603.35 | n/a | ||||
| Efficiency Investment Limited |
August 6, 2020 | 1,137,879 Series B preferred shares(4) | US$2,230,703.89 | n/a | ||||
| Hongdi Brian Gu |
August 6, 2020 | 1,896,465 Series B preferred shares(4) | US$3,717,839.82 | n/a | ||||
| (1) | As part of the Registrant’s reorganization, on June 14, 2019, the Registrant redeemed a certain number of ordinary shares from the investor, while later on August 8, 2019, the Registrant issued the same number of ordinary shares back to such investor. |
| (2) | As part of the Registrant’s reorganization, the Registrant redeemed 23,343 ordinary shares from XPD Holdings Limited, and re-designated and re-classified such ordinary shares into the same number of Series A-2 preferred shares. |
| (3) | Consideration for such shares was initially paid to Chengxing Zhidong in the form of interest-free loans denominated in RMB. After the relevant shareholder completes the regulatory registrations for overseas investment, Chengxing Zhidong will repay the loan, and the shareholder will pay the equivalent amount to XPeng Inc. in U.S. dollars. |
| (4) | Shares purchased pursuant to warrants granted on September 12, 2019. |
| (5) | Shares issued in connection with the restructuring of Success Sharing. |
| (6) | Shares issued pursuant to the RSUs granted to Hongdi Brian Gu. |
In June 2020, XPeng Inc. adopted a share incentive plan, or the Plan allows us to grant options, restricted shares, RSUs and other equity awards to our employees, directors and consultants. As of the date of this prospectus, 96,274,295 RSUs were granted and outstanding, and shares underlying 43,044,280 of such RSUs have been issued to XPeng Fortune Holdings Limited, which has been established for our share incentive plan.
| Item 8. | Exhibits and Financial Statement Schedules |
| (a) | Exhibits |
See Exhibit Index beginning on page II-7 of this Registration Statement.
II-7
| (b) | Financial Statement Schedules. |
All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.
| Item 9. | Undertakings |
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
II-8
EXHIBIT INDEX
II-9
| ** | Incorporated by reference to the Registration Statement on Form F-6 filed with the Securities and Exchange Commission with respect to American depositary shares representing our ordinary shares. |
| *** | Previously filed. |
| † | Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. |
II-10
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangdong, China on August 25, 2020.
| XPENG INC. | ||||
| By: | /s/ Xiaopeng He | |||
| Name: | Xiaopeng He | |||
| Title: | Chairman and Chief Executive Officer | |||
| Signature |
Capacity |
Date | ||
| /s/ Xiaopeng He |
Chairman and Chief Executive Officer (principal executive officer) |
August 25, 2020 | ||
| Xiaopeng He | ||||
| /s/ Heng Xia |
Director and President | August 25, 2020 | ||
| Heng Xia | ||||
| /s/ Hongdi Brian Gu |
Vice Chairman and President | August 25, 2020 | ||
| Hongdi Brian Gu | ||||
| * |
Director and Senior Vice President | August 25, 2020 | ||
| Tao He | ||||
| * |
Director | August 25, 2020 | ||
| Ji-Xun Foo | ||||
| * |
Director | August 25, 2020 | ||
| Fei Yang | ||||
| * |
Director | August 25, 2020 | ||
| Qin Liu | ||||
| * |
Director | August 25, 2020 | ||
| Yongfu Yu | ||||
| * |
Vice President of Finance and Accounting (principal financial and accounting officer) |
August 25, 2020 | ||
| Hsuehching Lu | ||||
| *By: | /s/ Xiaopeng He | |||
| Name: | Xiaopeng He | |||
| Attorney-in-fact | ||||
II-11
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of XPeng Inc. has signed this registration statement or amendment thereto in New York on August 25, 2020.
| US Authorized Representative Cogency Global Inc.
| ||
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice President | ||
II-12