Xpeng Inc 6-K, filed Sep 26, 2022
Xpeng Inc. (XPEV)
About this 6-K
Xpeng Inc filed this 6-K on September 26, 2022.
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
OF THE SECURITIES EXCHANGE ACT OF 1934
September 2022
Commission File Number: 001-39466
XPENG INC.
No. 8 Songgang Road, Changxing Street
Cencun, Tianhe District, Guangzhou
Guangdong 510640
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
TABLE OF CONTENTS
| Exhibit 99.1 | Interim Report for the six months ended June 30, 2022 |
2
SIGNATURE
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.
| XPENG INC. | ||
| By: | /s/ Xiaopeng He | |
| Name: | Xiaopeng He | |
| Title: | Chairman and Chief Executive Officer | |
Date: September 26, 2022
3
Exhibit 99.1
XPeng Inc. ????????_ €?????????????????????? (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) ?????_NYSE : XPEV ?????_HKEX : 9868 2022 ????_INTERIM REPORT __????_‘PS_JEFOUJGJDBUJPO_QVSQPTFT_POMZ
CONTENTS 2 Key Achievements 4 Management Discussion and Analysis 11 Report on Review of Interim Financial Statements 12 Unaudited Condensed Consolidated Balance Sheet 15 Unaudited Condensed Consolidated Statement of Comprehensive Loss 17 Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity 19 Unaudited Condensed Consolidated Statement of Cash Flows 22 Notes to the Condensed Consolidated Interim Financial Statements 88 General Information 103 Corporate Information 105 Definitions
2 XPeng Inc. Key Achievements OPERATIONAL AND FINANCIAL HIGHLIGHTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 • Total deliveries of vehicles were 68,983 in the six months ended June 30, 2022, representing an increase of 124% from 30,738 in the six months ended June 30, 2021. • Deliveries of the P7 smart sports sedan were 35,410 in the six months ended June 30, 2022, representing an increase of 82% from 19,496 in the six months ended June 30, 2021. • Deliveries of the P5 smart family sedan were 23,334 in the six months ended June 30, 2022, among which, over 50% can support XPILOT 3.0 or XPILOT 3.5. • XPeng’s physical sales network continued expansion with a total of 388 stores, covering 142 cities as of June 30, 2022. • XPeng self-operated charging station network further expanded to 977 stations, including 793 XPeng self-operated supercharging stations and 184 destination charging stations as of June 30, 2022. • Total revenues were RMB14,891.3 million for the six months ended June 30, 2022, representing an increase of 121.9% from RMB6,712.2 million for the six months ended June 30, 2021. • Revenues from vehicle sales were RMB13,937.3 million for the six months ended June 30, 2022, representing an increase of 118.0% from RMB6,394.7 million for the six months ended June 30, 2021. • Gross margin was 11.6% for the six months ended June 30, 2022, compared with 11.6% for the six months ended June 30, 2021. • Vehicle margin, which is gross profit of vehicle sales as a percentage of revenues from vehicle sales, was 9.7% for the six months ended June 30, 2022, compared with 10.6% for the six months ended June 30, 2021. • Net loss was RMB4,401.6 million for the six months ended June 30, 2022, compared with RMB1,981.1 million for the six months ended June 30, 2021. Excluding share-based compensation expenses, non-GAAP net loss was RMB3,992.6 million for the six months ended June 30, 2022, compared with RMB1,792.7 million for the six months ended June 30, 2021.
2 0 2 2 INTERIM REPORT 3 Key Achievements • Net loss attributable to ordinary shareholders of XPeng was RMB4,401.6 million for the six months ended June 30, 2022, compared with RMB1,981.1 million for the six months ended June 30, 2021. Excluding share-based compensation expenses, non-GAAP net loss attributable to ordinary shareholders of XPeng was RMB3,992.6 million for the six months ended June 30, 2022, compared with RMB1,792.7 million for the six months ended June 30, 2021. • Basic and diluted net loss per American depositary share (ADS) were both RMB5.16 and basic and diluted net loss per ordinary share were both RMB2.58 for the six months ended June 30, 2022. Each ADS represents two Class A ordinary shares. • Non-GAAP basic and diluted net loss per ADS were both RMB4.68 and non-GAAP basic and diluted net loss per ordinary share were both RMB2.34 for the six months ended June 30, 2022. • Cash and cash equivalents, restricted cash, short-term deposits, short-term investments and long-term deposits were RMB41,339.3 million as of June 30, 2022, compared with RMB43,543.9 million as of December 31, 2021. RECENT DEVELOPMENTS Deliveries in July 2022 • Total deliveries reached 11,524 vehicles in July 2022, representing a 43% increase year-over-year. The deliveries consisted of 6,397 P7 smart sports sedans, 3,608 P5 smart family sedans and 1,519 G3 and G3i smart compact SUVs. Deliveries in August 2022 • Total deliveries reached 9,578 vehicles in August 2022, representing a 33% increase year-over-year. The deliveries consisted of 5,745 P7 smart sports sedans, 2,678 P5 smart family sedans and 1,155 G3 and G3i smart compact SUVs. • As of August 31, 2022, year-to-date total deliveries reached 90,085, representing a 96% increase year-over-year. Launch of the G9 On September 21, 2022, XPeng officially launched its new, flagship G9 SUV. The G9 is XPeng’s first model to feature 800V high-voltage platform, X-EEA 3.0 industry-leading E/E architecture and full-scenario Advanced Driver Assistance System.
4 XPeng Inc. Management Discussion and Analysis FINANCIAL REVIEW Total revenues were RMB14,891.3 million for the six months ended June 30, 2022, representing an increase of 121.9% from RMB6,712.2 million for the six months ended June 30, 2021. Revenues from vehicle sales were RMB13,937.3 million for the six months ended June 30, 2022, representing an increase of 118.0% from RMB6,394.7 million for the six months ended June 30, 2021. The year-over-year increase was mainly attributable to higher vehicle deliveries, especially for the P7 and P5. Revenues from services and others were RMB954.0 million for the six months ended June 30, 2022, representing an increase of 200.5% from RMB317.5 million for the six months ended June 30, 2021. The increase was mainly attributed to more service, parts and accessory sales in line with higher accumulated vehicle sales. Cost of sales was RMB13,171.2 million for the six months ended June 30, 2022, representing an increase of 122.0% from RMB5,933.8 million for the six months ended June 30, 2021. The increase was mainly due to the higher vehicle deliveries as described above. Gross margin was 11.6% for the six months ended June 30, 2022, equivalent to the level of the same period of 2021. Vehicle margin was 9.7% for the six months ended June 30, 2022, compared with 10.6% for the six months ended June 30, 2021. Research and development expenses were RMB2,486.2 million for the six months ended June 30, 2022, representing an increase of 77.8% from RMB1,398.6 million for the six months ended June 30, 2021. The increase was mainly due to (i) the increase in employee compensation and share-based compensation as a result of expanded research and development staff, and (ii) higher expenses relating to the development of new vehicles models to support future growth. Selling, general and administrative expenses were RMB3,306.1 million for the six months ended June 30, 2022, representing an increase of 88.7% from RMB1,751.6 million for the six months ended June 30, 2021. The increase was mainly due to (i) higher marketing, promotional and advertising expenses to support vehicle sales, and (ii) the expansion of the Company’s sales network and associated personnel cost, and commission to the franchised stores. Loss from operations was RMB4,011.2 million for the six months ended June 30, 2022, compared with RMB2,347.1 million for the six months ended June 30, 2021. Non-GAAP loss from operations, which excludes share-based compensation expenses, was RMB3,602.2 million for the six months ended June 30, 2022, compared with RMB2,158.7 million for the six months ended June 30, 2021.
2 0 2 2 INTERIM REPORT 5 Management Discussion and Analysis Exchange loss from foreign currency transactions was RMB891.9 million for the six months ended June 30, 2022, primarily resulting from the revaluation impact of Renminbi-dominated assets held in U.S. functional currency subsidiaries and depreciation of Renminbi against U.S. dollars in the second quarter of 2022. Net loss was RMB4,401.6 million for the six months ended June 30, 2022, compared with RMB1,981.1 million for the six months ended June 30, 2021. Non-GAAP net loss, which excludes share-based compensation expenses, was RMB3,992.6 million for the six months ended June 30, 2022, compared with RMB1,792.7 million for the six months ended June 30, 2021. Net loss attributable to ordinary shareholders of XPeng was RMB4,401.6 million for the six months ended June 30, 2022, compared with RMB1,981.1 million for the six months ended June 30, 2021. Non-GAAP net loss attributable to ordinary shareholders of XPeng, which excludes share-based compensation expenses, was RMB3,992.6 million for the six months ended June 30, 2022, compared with RMB1,792.7 million for the six months ended June 30, 2021. Basic and diluted net loss per ADS attributable to ordinary shareholders of XPeng were both RMB5.16 for the six months ended June 30, 2022, compared with RMB2.49 for the six months ended June 30, 2021. Non-GAAP basic and diluted net loss per ADS attributable to ordinary shareholders of XPeng were both RMB4.68 for the six months ended June 30, 2022, compared with RMB2.26 for the six months ended June 30, 2021. LIQUIDITY AND CAPITAL RESOURCES The Group has been incurring losses from operations since inception. The Group incurred net losses of RMB4,401.6 million and RMB1,981.1 million for the six months ended June 30, 2022 and 2021, respectively. Accumulated deficit amounted to RMB20,593.2 million as of June 30, 2022. Net cash used in operating activities was approximately RMB2,286.3 million and RMB2,562.5 million for the six months ended June 30, 2022 and 2021, respectively. The Group’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. The Group’s ability to continue as a going concern is dependent on management’s ability to execute its business plan successfully, which includes increasing market acceptance of the Group’s products to boost its sales volume to achieve economies of scale while applying more effective marketing strategies and cost control measures to better manage operating cash flow position and obtaining funds from outside sources of financing to generate positive financing cash flows. With the completion of its initial public offering and follow-on offering on New York Stock Exchange in August and December 2020, the Group received the net proceeds, after deducting the underwriting discounts and commissions, fees and offering expenses, of RMB11,409.2 million and RMB15,980.2 million, respectively. In July 2021, with the completion of its global offering, including the Hong Kong Public Offering and the International Offering, on Hong Kong Stock Exchange, the Group further received net proceeds, after deducting the underwriting discounts and commissions, of HKD15,823.3 million.
6 XPeng Inc. Management Discussion and Analysis As of June 30, 2022, the balance of cash and cash equivalents, restricted cash, excluding RMB1.4 million (December 31, 2021: RMB9.9 million) restricted as to withdrawal or use for legal disputes, short-term deposits, short-term investments and long-term deposits was approximately RMB41,337.9 million (December 31, 2021: RMB43,534.0 million). The following table provides information regarding our cash flows for the six months ended June 30, 2022 and 2021: For the Six Months Ended June 30, 2022 2021 (RMB in thousands) Cash, cash equivalents and restricted cash at beginning of the period 11,634,881 31,541,533 Net cash used in operating activities (2,286,271) (2,562,481) Net cash used in investing activities (1,795,442) (13,519,733) Net cash provided by financing activities 1,723,814 1,409,745 Effects of exchange rate changes on cash, cash equivalents and restricted cash 30,588 (276,918) Net decrease in cash, cash equivalents and restricted cash (2,327,311) (14,949,387) Cash, cash equivalents and restricted cash at end of the period 9,307,570 16,592,146 INTEREST-BEARING BANK AND OTHER BORROWINGS In May 2017, Zhaoqing Xiaopeng Automobile Co., Ltd.* (肇慶小鵬汽車有限公司) obtained a facility, specified for financing the expenditures of the construction of Zhaoqing manufacturing plant, of up to RMB1,600.0 million from Zhaoqing High-tech Zone Construction Investment Development Co., Ltd. (“Zhaoqing High-tech Zone”). In December 2020, RMB800.0 million out of the RMB1,600.0 million borrowings from Zhaoqing High-tech Zone was repaid and concurrently a borrowing equivalently amounting to RMB800.0 million was obtained from a bank in the PRC, with a maturity date from December 18, 2020 to December 17, 2028. As of June 30, 2022, the effective interest rate of the RMB800.0 million loans from Zhaoqing High-tech Zone and the RMB800.0 million bank loans is 4.90% and 4.98% per annum, respectively. As of June 30, 2022, the principal amount of RMB700.0 million loans due to Zhaoqing High-tech Zone and RMB12.0 million of the bank loans was repaid in advance. As a result, the balance of the loans due to Zhaoqing High-tech Zone amounted to RMB100.0 million and the bank loans amounted to RMB788.0 million as of June 30, 2022. In July 2021, Guangzhou Xiaopeng New Energy Automobile Co., Ltd.* (廣州小鵬新能源汽車有限公司) obtained a facility, specified for financing the expenditures of the construction of Guangzhou manufacturing plant, of up to RMB1,120.0 million from a bank in the PRC. As of June 30, 2022, RMB567.8 million had been drawn from the bank with an effective interest rate of 5.39% per annum. For the six months ended June 30, 2022, the Group recognized the subsidies to reduce the interest expenses capitalized in the construction costs of Guangzhou manufacturing plant, upon the acceptance of subsidy application by the local government, if any.
2 0 2 2 INTERIM REPORT 7 Management Discussion and Analysis In September 2021, Xiaopeng Automobile Central China (Wuhan) Co., Ltd.* (小鵬汽車華中(武漢)有限公司) obtained a facility, specified for financing the expenditures of the construction of Wuhan manufacturing plant, of up to RMB3,000.0 million from a syndicate of banks in the PRC. As of June 30, 2022, RMB1,055.7 million had been drawn from the banks with an effective interest rate of 4.64% per annum. For the six months ended June 30, 2022, the Group recognized the subsidies to reduce the interest expenses capitalized in the construction costs of Wuhan manufacturing plant, upon the acceptance of subsidy application by the local government, if any. In February 2022, Guangzhou Xiaopeng Automobile Finance Leasing Co. LTD.* (廣州小鵬汽車融資租賃有限公司) completed the launch of asset-backed securitization (“ABS”) by issuing senior debt securities to investors, which are collateralized by installment payment receivables. The proceeds from the issuance of senior debt securities amounting to RMB655.0 million were reported as securitization debt. The securities were repaid as collections on the underlying collateralized assets occur and the amounts were included in “Current portion of long-term borrowings” or “Long-term borrowings” according to the contractual maturities of the debt securities. As of June 30, 2022, the balance of current and non-current portion of ABS were RMB296.7 million and RMB98.7 million, respectively. In June 2022, Zhaoqing Xiaopeng Automobile New Energy Co., Ltd.* (肇慶小鵬新能源汽車有限公司) obtained a facility, specified for financing the expenditures on purchase of raw materials, of up to RMB500.0 million from a bank in the PRC. As of June 30, 2022, RMB500.0 million had been drawn from the bank with an effective interest rate of 3.10% per annum. As of June 30, 2022, all of the bank loans and other borrowings of the Group were denominated in RMB and were at fixed or floating interest rate, and the Group had not been in violation of any of the covenants pursuant to the applicable agreement(s) entered with the lenders. TREASURY POLICY If the Group determines that its cash requirements exceed the amount of cash and cash equivalents it has on hand at the time, it may seek to issue equity or debt securities or obtain credit facilities. PLEDGE OF ASSETS As of June 30, 2022, the Group pledged restricted deposits of RMB295.2 million (December 31, 2021: RMB610.0 million) for the issuance of letter of guarantee, bank notes, forward exchange contracts and legal disputes. Certain manufacturing buildings of Guangzhou and Zhaoqing plants, and the land use right of Wuhan plant were secured for the long-term bank loan with a total appraised value of RMB986.8 million (December 31, 2021: RMB986.8 million). GEARING RATIO Gearing ratio equals total debt divided by total equity as of the end of the period. Total debt is defined to include short-term borrowings, current portion of long-term borrowings and long-term borrowings which are all interest-bearing borrowings. As of June 30, 2022, the gearing ratio of the Group is 8.5% (December 31, 2021: 4.0%).
8 XPeng Inc. Management Discussion and Analysis MATERIAL INVESTMENTS For the six months ended June 30, 2022, the Group did not have any significant investments (including any investment in an investee company with a value of 5% or more of the Group’s total assets as of June 30, 2022). As of June 30, 2022, the Group did not have other plans for material investments and capital assets. CAPITAL COMMITMENTS AND CAPITAL EXPENDITURE As of June 30, 2022, the Group had capital commitments amounting to RMB2,115.6 million for the acquisition of property, plant and equipment, which was primarily for Guangzhou, Zhaoqing and Wuhan plants, and RMB671.2 million for other investments. CONTINGENT LIABILITIES As of June 30, 2022, the Group did not have any material contingent liabilities. MATERIAL ACQUISITION AND DISPOSAL For the six months ended June 30, 2022, the Group did not have any material acquisitions and disposals of subsidiaries, associates and joint ventures. RISK MANAGEMENT Foreign Exchange Risk The Group uses Renminbi as its reporting currency. Most of the Group’s revenues and expenses are denominated in Renminbi, while the Group also has certain portion of cash denominated in the U.S. dollar from its financing activities. The functional currency of the Company and subsidiaries in the United States and Hong Kong is the U.S. dollar. The functional currency of subsidiaries in the PRC, the variable interest entity (“VIE”) and the VIE’s subsidiaries is the Renminbi. The Group’s exposure to U.S. dollars exchanges rate fluctuation mainly arises from the Renminbi-denominated cash and cash equivalents and other receivables held by the Group and its subsidiaries whose functional currency is U.S. dollars. The Group enters into hedging transactions in an effort to reduce its exposure to foreign currency exchange risk. During the six months ended June 30, 2022, the Group entered into foreign exchange forward contracts, which were not qualified for hedge accounting. As of June 30, 2022, the Group did not hold any foreign exchange forward contracts for hedging purposes. To the extent that the Group needs to convert U.S. dollars into Renminbi for its operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount that the Group receives from the conversion. Conversely, if the Group decides to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on its Class A ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to the Group.
2 0 2 2 INTERIM REPORT 9 Management Discussion and Analysis Interest Rate Risk The Group’s interest rate risk arises from investments and borrowings. Investments in both fixed rate and floating rate interest-earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Borrowings in both fixed rate and floating rate carry a degree of interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk, while borrowings issued at floating rates expose the Group to cash flow interest rate risk. The Group had not used any financial instrument to hedge its exposure to interest rate risk. EMPLOYEES AND REMUNERATION POLICIES The following table sets forth the breakdown of the Group’s employees by function as of June 30, 2022: Number of Function Employees Research and development 5,554 Sales and marketing 5,679 Manufacturing 2,198 General and administration 60 Operation 464 Total 13,955 The Group primarily recruits the employees through recruitment agencies, on-campus job fairs, referrals, and online channels including the Company’s corporate website and social networking platforms. The Group has adopted a training policy, pursuant to which technology, corporate culture, leadership and other trainings are regularly provided to the Group’s employees by internal speakers and third-party consultants. The Group offers its employees competitive compensation packages and a dynamic work environment that encourages initiative. The Group participates in various government statutory employee benefit plans, including social insurance, namely pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and housing funds. In addition, the Group purchased employer’s liability insurance and additional commercial health insurance to increase insurance coverage of its employees.
10 XPeng Inc. Management Discussion and Analysis BUSINESS OUTLOOK While macro uncertainties persist into the second half of 2022, we believe the near-term challenges will not change the long-term growth trajectory in the Smart EV market in China. We are convinced that our upcoming suite of new products will increasingly showcase XPeng’s unswerving long-term investment in advancing electrification and critical smart technologies. We will continue to drive innovation in our software and hardware products and offer consumers smart electric vehicles that deliver an unparalleled combination of leading-edge technology, brilliant design and an exceptional smart driving experience.
2 0 2 2 INTERIM REPORT 11 Report on Review of Interim Financial Statements To the Board of Directors of XPeng Inc. (incorporated in the Cayman Islands with limited liability) Introduction We have reviewed the interim financial statements set out on pages 12 to 87, which comprise the condensed consolidated balance sheet of XPeng Inc. (the “Company”) and its subsidiaries (together, the “Group”) as of June 30, 2022 and the condensed consolidated statement of comprehensive loss, the condensed consolidated statement of changes in shareholders’ equity and the condensed consolidated statement of cash flows for the six-month period then ended, and notes, comprising significant accounting policies and other explanatory information. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial statements to be in compliance with the relevant provisions thereof and accounting principles generally accepted in the United States of America (“U.S. GAAP”). The directors of the Company are responsible for the preparation and presentation of these interim financial statements in accordance with U.S. GAAP. Our responsibility is to express a conclusion on these interim financial statements based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Scope of Review We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants. A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements of the Group are not prepared, in all material respects, in accordance with U.S. GAAP. PricewaterhouseCoopers Certified Public Accountants Hong Kong, August 23, 2022
12 XPeng Inc. Unaudited Condensed Consolidated Balance Sheet (All amounts in thousands, except for share and per share data) As of June 30, As of December 31, 2022 2021 Note RMB RMB (Unaudited) (Audited) ASSETS Current assets Cash and cash equivalents 2(f) 9,012,419 11,024,906 Restricted cash 2(g) 295,151 609,975 Short-term deposits 2(h) 20,852,332 25,858,007 Short-term investments 2(j), 5 2,449,613 2,833,763 Accounts and notes receivable, net 6 3,386,604 2,673,494 Current portion of installment payment receivables, net 12 1,142,991 887,202 Inventory 7 4,239,617 2,661,921 Amounts due from related parties 25 168,590 32,785 Prepayments and other current assets 8 2,149,493 2,248,683 Total current assets 43,696,810 48,830,736 Non-current assets Long-term deposits 2(h) 8,729,823 3,217,266 Property, plant and equipment, net 9 7,314,973 5,424,776 Right-of-use assets, net 1,953,697 1,561,175 Intangible assets, net 10 862,953 878,724 Land use rights, net 11 2,357,934 595,471 Installment payment receivables, net 12 2,132,932 1,863,492 Long-term investments 14 2,007,630 1,549,176 Other non-current assets 13 224,484 1,730,486 Total non-current assets 25,584,426 16,820,566 Total assets 69,281,236 65,651,302
2 0 2 2 INTERIM REPORT 13 Unaudited Condensed Consolidated Balance Sheet (All amounts in thousands, except for share and per share data) As of June 30, As of December 31, 2022 2021 Note RMB RMB (Unaudited) (Audited) LIABILITIES Current liabilities Short-term borrowings 17 500,000 —Accounts and notes payable 15 15,491,283 12,362,186 Amounts due to related parties 25 — 24,919 Current portion of lease liabilities 461,310 373,488 Current portion of deferred revenue 20 363,375 418,227 Current portion of long-term borrowings 17 296,681 —Accruals and other liabilities 16 4,990,794 4,811,107 Income taxes payable 37,661 22,737 Total current liabilities 22,141,104 18,012,664 Non-current liabilities Long-term borrowings 17 2,610,246 1,675,106 Lease liabilities 1,495,316 1,189,754 Deferred revenue 20 648,124 479,061 Other non-current liabilities 18 2,408,020 2,148,139 Total non-current liabilities 7,161,706 5,492,060 Total liabilities 29,302,810 23,504,724 Commitments and contingencies 26
14 XPeng Inc. Unaudited Condensed Consolidated Balance Sheet (All amounts in thousands, except for share and per share data) As of June 30, As of December 31, 2022 2021 Note RMB RMB (Unaudited) (Audited) SHAREHOLDERS’ EQUITY Class A Ordinary shares (US$0.00001 par value; 9,250,000,000 and 9,250,000,000 shares authorized, 1,310,797,056 and 1,302,911,192 shares issued, 1,298,776,088 and 1,291,039,502 shares outstanding as of June 30, 2022 and December 31, 2021, respectively) 21 87 87 Class B Ordinary shares (US$0.00001 par value, 750,000,000 and 750,000,000 shares authorized, 409,846,136 and 409,846,136 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) 21 25 25 Additional paid-in capital 60,389,542 59,980,534 Statutory reserve 6,047 6,047 Accumulated deficit (20,593,215) (16,191,566) Accumulated other comprehensive income (loss) 175,940 (1,648,549) Total shareholders’ equity 39,978,426 42,146,578 Total liabilities and shareholders’ equity 69,281,236 65,651,302 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2 0 2 2 INTERIM REPORT 15 Unaudited Condensed Consolidated Statement of Comprehensive Loss (All amounts in thousands, except for share and per share data) For the Six Months Ended June 30, 2022 2021 Note RMB RMB Revenues Vehicle sales 19 13,937,312 6,394,711 Services and others 19 953,971 317,494 Total revenues 14,891,283 6,712,205 Cost of sales(1) Vehicle sales (12,581,226) (5,717,297) Services and others (589,968) (216,487) Total cost of sales (13,171,194) (5,933,784) Gross profit 1,720,089 778,421 Operating expenses(1) Research and development expenses 2(o) (2,486,237) (1,398,638) Selling, general and administrative expenses 2(p) (3,306,088) (1,751,588) Total operating expenses (5,792,325) (3,150,226) Other income, net 2(r) 60,987 24,707 Loss from operations (4,011,249) (2,347,098) Interest income 495,450 285,131 Interest expenses (42,145) (25,148) Fair value gain on derivative assets or derivative liabilities 65,962 75,982 Fair value loss on long-term investments 14 (1,380) —Exchange (loss) gain from foreign currency transactions (891,922) 29,655 Other non-operating income, net 1,157 348 Loss before income tax expenses and share of results of equity method investees (4,384,127) (1,981,130) Income tax expenses 23 (14,159) —Share of results of equity method investees 14 (3,363) — Net loss (4,401,649) (1,981,130) Net loss attributable to ordinary shareholders of XPeng Inc. (4,401,649) (1,981,130)
16 XPeng Inc. Unaudited Condensed Consolidated Statement of Comprehensive Loss (All amounts in thousands, except for share and per share data) For the Six Months Ended June 30, 2022 2021 Note RMB RMB Net loss (4,401,649) (1,981,130) Other comprehensive income (loss) Foreign currency translation adjustment, net of nil tax 1,824,489 (323,031) Total comprehensive loss attributable to XPeng Inc. (2,577,160) (2,304,161) Comprehensive loss attributable to ordinary shareholders of XPeng Inc. (2,577,160) (2,304,161) Weighted average number of ordinary shares used in computing net loss per ordinary share Basic and diluted 24 1,705,649,044 1,589,568,703 Net loss per ordinary share attributable to ordinary shareholders Basic and diluted 24 (2.58) (1.25) (1) Share-based compensation was allocated in cost of sales and operating expenses as follows: For the Six Months Ended June 30, 2022 2021 Note RMB RMB Cost of sales 1,144 —Selling, general and administrative expenses 178,043 82,562 Research and development expenses 229,821 105,867 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2 0 2 2 INTERIM REPORT 17 Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity (All amounts in thousands, except for share and per share data) Accumulated Other Total Ordinary Shares Treasury Shares Additional Statutory Comprehensive Accumulated Shareholders’ Shares Par Value Shares Par Value Paid-in Capital reserve Loss (Income) Deficit Equity Note RMB RMB RMB RMB RMB RMB RMB Balance as of December 31, 2021 1,712,757,328 113 (11,871,690) (1) 59,980,534 6,047 (1,648,549) (16,191,566) 42,146,578 Share-based compensation 22 — — — — 409,008 — — — 409,008 Issuance of treasury shares 21 6,330,484 — (6,330,484) — — — — — —Issuance of ordinary shares for the vested RSUs 21 1,555,380 — — — — — — — —Transfer from treasury shares to outstanding ordinary shares for vested RSUs 21 — — 6,181,206 — — — — — — Foreign currency translation adjustment, net of nil tax — — — — — — 1,824,489 — 1,824,489 Net loss — — — — — — — (4,401,649) (4,401,649) Balance as of June 30, 2022 1,720,643,192 113 (12,020,968) (1) 60,389,542 6,047 175,940 (20,593,215) 39,978,426
18 XPeng Inc. Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity (All amounts in thousands, except for share and per share data) Accumulated Other Total Ordinary Shares Treasury Shares Additional Comprehensive Accumulated Shareholders’ Shares Par Value Shares Par Value Paid-in Capital Loss Deficit Equity Note RMB RMB RMB RMB RMB RMB Balance as of December 31, 2020 1,579,805,666 105 (43,044,280) (4) 46,482,512 (730,381) (11,322,423) 34,429,809 Share-based compensation 22 — — — — 188,429 — — 188,429 Issuance of treasury shares 21 8,121,312 1 (8,121,312) (1) — — — — Issuance of ordinary shares for the vested RSUs 21 26,154,148 1 — — (1) — — — Transfer from treasury shares to outstanding ordinary shares for vested RSUs 21 — — 30,201,922 3 (3) — — —Foreign currency translation adjustment, net of nil tax — — — — — (323,031) — (323,031) Net loss — — — — — — (1,981,130) (1,981,130) Balance as of June 30, 2021 1,614,081,126 107 (20,963,670) (2) 46,670,937 (1,053,412) (13,303,553) 32,314,077 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2 0 2 2 INTERIM REPORT 19 Unaudited Condensed Consolidated Statement of Cash Flows (All amounts in thousands, except for share and per share data) For the Six Months Ended June 30, 2022 2021 Note RMB RMB Cash flows from operating activities Net loss (4,401,649) (1,981,130) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property, plant and equipment 9 444,352 229,404 Amortization of intangible assets 10 13,329 12,098 Amortization of right-of-use assets 151,744 136,375 Amortization of land use rights 11 26,338 3,796 Loss on disposal of property, plant and equipment 806 444 Impairment of property, plant and equipment 6,149 — Impairment of intangible assets 10 22,875 — Current expected credit loss of accounts and notes receivable 2(i) 12,099 3,309 Current expected credit loss of installment payment receivables 2(i) 21,520 6,737 Current expected credit loss of other current assets 2(i) 1,389 418 Inventory write-downs 7 23,217 86,332 Exchange loss (gain) from foreign currency transactions 891,922 (29,655) Interest income (148,916) (66,047) Share-based compensation 22 409,008 188,429 Fair value gain on derivative assets or derivative liabilities (65,962) (75,982) Fair value loss on long-term investments 14 1,380 — Share of results of equity method investees 14 3,363 — Changes in operating assets and liabilities: Accounts and notes receivable (725,209) (524,018) Inventory (1,725,102) (988,170) Amounts due from related parties (135,805) (2,526) Prepayments and other current assets 204,234 (337,136) Other non-current assets 15,297 (28,237) Accounts and notes payable 3,129,097 1,345,501 Deferred revenue 20 114,211 181,155 Lease liabilities (150,882) (169,546) Accruals and other liabilities (3,913) 308,816 Other non-current liabilities 135,581 49,383 Installment payment receivables (546,749) (915,555) Amounts due to related parties (24,919) 4,533 Income taxes payable 14,924 (1,209) Net cash used in operating activities (2,286,271) (2,562,481)
20 XPeng Inc. Unaudited Condensed Consolidated Statement of Cash Flows (All amounts in thousands, except for share and per share data) For the Six Months Ended June 30, 2022 2021 Note RMB RMB Cash flows from investing activities Maturities (placement) of short-term deposits 5,745,174 (12,180,511) Maturities of short-term investments 416,625 1,951,650 Placement of long-term deposits (5,315,646) (2,200,000) Purchase of property, plant and equipment (2,047,140) (766,220) Receipt of government grants related to assets 114,213 9,310 Maturities of derivative assets or derivative liabilities 17,357 177,805 Purchase of intangible assets (16,591) (256,241) Disposal of property, plant and equipment 40,695 2,916 Purchase of land use rights (281,631) (2,103) Prepayment for acquisition of assets (37,311) — Prepayment for acquisition of land use rights — (212,510) Placement of long-term investments (431,187) (43,829) Net cash used in investing activities (1,795,442) (13,519,733)
2 0 2 2 INTERIM REPORT 21 Unaudited Condensed Consolidated Statement of Cash Flows (All amounts in thousands, except for share and per share data) For the Six Months Ended June 30, 2022 2021 Note RMB RMB Cash flows from financing activities Proceeds from borrowings 1,993,471 — Repayment of borrowings (261,650) (221,900) Proceeds from debt from third party investors 16, 18 — 1,660,000 Repayment of debt from third party investors 18 (6,400) — Payments of listing expenses (1,607) (28,355) Net cash provided by financing activities 1,723,814 1,409,745 Effects of exchange rate changes on cash, cash equivalents and restricted cash 30,588 (276,918) Net decrease in cash, cash equivalents and restricted cash (2,327,311) (14,949,387) Cash, cash equivalents and restricted cash at beginning of the period 11,634,881 31,541,533 Cash, cash equivalents and restricted cash at end of the period 9,307,570 16,592,146 Supplemental disclosure of cash flows information Cash paid for interest, net of amounts capitalized (56,031) (65,076) Acquisition of property, plant and equipment included in liabilities 1,095,378 99,787 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
22 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 1. Organization and Nature of Operations (a) General Information XPeng Inc. (“XPeng” or the “Company”) was incorporated under the laws of the Cayman Islands on December 27, 2018, as an exempted company with limited liability. The Company, its subsidiaries and consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (“VIEs”, also refer to VIE and its subsidiaries as a whole, where appropriate) are collectively referred to as the “Group”. The Group designs and develops smart electric vehicles. It delivered its first model of smart electric vehicles, G3, commercially in December 2018, and delivered its second model of smart electric vehicles, a four-door sports sedan, P7, since May 2020. It delivered the G3i, the new mid-cycle facelift version of the G3, since August 2021, and delivered its third model of smart electric vehicles, a family sedan featured with LiDAR, P5, since September 2021. It manufactures the P7, the G3i and the P5 through its own plant in Zhaoqing. As of June 30, 2022, its primary operations are conducted in the People’s Republic of China (“PRC”). The condensed consolidated financial statements comprise the condensed consolidated balance sheet as of June 30, 2022 and the condensed consolidated statement of comprehensive loss, the condensed consolidated statement of changes in shareholders’ equity and the condensed consolidated statement of cash flows for the six-month period then ended, and notes, comprising significant accounting policies and other explanatory information (collectively defined as the “Interim Financial Statements”). (b) Initial Public Offering and Global Offering In August 2020, the Company completed its initial public offering (“IPO”) on the New York Stock Exchange (“NYSE”). In July 2021, the Company completed its global offering (“Global Offering”), including the Hong Kong Public Offering and the International Offering, on the Hong Kong Stock Exchange (“HKEX”) (Note 21)
2 0 2 2 INTERIM REPORT 23 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 1. Organization and Nature of Operations (continued) (c) Principal subsidiaries and VIEs As of June 30, 2022, the Company’s principal subsidiaries and VIEs are as follows: Date of Place of incorporation Equity Principal subsidiaries incorporation or acquisition interest held Principal activities Chengxing PRC January 09, 100% Investment holding 2015 Guangzhou Xiaopeng Motors PRC May 12, 100% Design and technology Technology Co., Ltd. 2016 development (“Xiaopeng Technology”) Guangzhou Xiaopeng Automobile PRC April 07, 100% Manufacturing of vehicles Manufacturing Co., Ltd. 2017 Zhaoqing Xiaopeng New Energy PRC February 13, 100% Manufacturing of vehicles Investment Co., Ltd.(“Zhaoqing 2020 Xiaopeng New Energy”)(1) Zhaoqing Xiaopeng Automobile PRC May 18, 100% Manufacturing of vehicles Co., Ltd.(“Zhaoqing XPeng”) 2017 Guangzhou Xiaopeng New PRC December 08, 100% Manufacturing of vehicles Energy Automobile Co., Ltd. 2020 (“Guangzhou Xiaopeng New Energy”) Xiaopeng Automobile Sales PRC January 08, 100% Vehicle wholesale and retail Co., Ltd. 2018 Beijing Xiaopeng Automobile PRC April 28, 100% Vehicle wholesale and retail, Co., Ltd. 2018 design and technology development Beijing Xiaopeng Automobile PRC November 09, 100% Vehicle wholesale and retail Sales Service Co., Ltd. 2020 Shenzhen Xiaopeng Automobile PRC August 06, 100% Vehicle wholesale and retail Sales Service Co., Ltd. 2018 Shanghai Xiaopeng Automobile PRC October 10, 100% Vehicle wholesale and retail Sales Service Co., Ltd. 2018 Hangzhou Zhipeng Automobile PRC April 10, 100% Vehicle wholesale and retail Sales Service Co., Ltd. 2019 Hainan Xiaopeng Motors PRC July 23, 100% Vehicle wholesale and retail Technology Co., Ltd. 2021
24 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 1. Organization and Nature of Operations (continued) (c) Principal subsidiaries and VIEs (continued) Date of Place of incorporation Equity Principal subsidiaries incorporation or acquisition interest held Principal activities Guangzhou Xiaopeng Automatic PRC November 18, 100% Technology development Driving Technology Co., Ltd. 2019 Shanghai Xiaopeng Motors PRC February 12, 100% Technology development Technology Co., Ltd. 2018 and vehicle retail Guangzhou Xiaopeng Smart PRC June 22, 100% Smart charging technology Charging Technology Co. Ltd. 2020 development XPeng (Hong Kong) Limited Hong Kong February 12, 100% Investment holding 2019 XPeng European Holding B.V. Netherlands January 29, 100% Vehicle wholesale and retail 2021 (1) On February 13, 2020, Zhaoqing Xiaopeng New Energy was established by (i) Zhaoqing XPeng, which is a wholly owned subsidiary of the Company, and (ii) Zhaoqing Kunpeng Motor Technology Co., Ltd. (“Zhaoqing Kunpeng”), which is jointly owned by two shareholders of the Company. Each of Zhaoqing XPeng and Zhaoqing Kunpeng subscribed for 50% of the equity interest of Zhaoqing Xiaopeng New Energy, with Zhaoqing Kunpeng’s capital contribution representing an amount of RMB0 Yuan. Zhaoqing Xiaopeng New Energy holds a license for the manufacture of EVs and smart EVs which was approved by the Ministry of Industry and Information Technology (“MIIT”). Pursuant to the terms of the arrangement, Zhaoqing Kunpeng does not have substantive participating rights to and is not entitled to any economic interest in Zhaoqing Xiaopeng New Energy. Therefore, Zhaoqing Xiaopeng New Energy has historically been consolidated by the Company as Zhaoqing XPeng substantially controls the entity’s assets and operating activities and bears fully all risks and rewards of ownership.
2 0 2 2 INTERIM REPORT 25 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 1. Organization and Nature of Operations (continued) (c) Principal subsidiaries and VIEs (continued) (1) (continued) On February 13, 2020, Zhaoqing XPeng and Zhaoqing Kunpeng entered into a share transfer agreement, among which Zhaoqing Kunpeng agreed to transfer the 50% of the equity interest in Zhaoqing Xiaopeng New Energy to Zhaoqing XPeng at the price of the higher of (i) RMB1 Yuan or (ii) the capital injection actually paid by Zhaoqing Kunpeng upon the earlier of (i) the removal of the PRC foreign investment restrictions in the whole-unit vehicle industry; or (ii) December 31, 2022. Effective from January 1, 2022, the PRC foreign investment restrictions in the whole-unit vehicle industry were removed. Therefore, on January 4, 2022, Zhaoqing Kunpeng transferred its 50% equity interest in Zhaoqing Xiaopeng New Energy to Zhaoqing XPeng for a total cash consideration of RMB1 Yuan, after which Zhaoqing Xiaopeng New Energy become the Company’s indirect wholly owned subsidiary. This transfer did not affect the continued consolidation of financial statements of Zhaoqing Xiaopeng New Energy by the Company. (2) The English names of the subsidiaries and VIEs represent the best effort by the management of the Company in translating its Chinese names as they do not have official English name. Date of Place of incorporation incorporation or acquisition Principal activities VIEs Guangzhou Zhipeng IoV Technology Co., Ltd. PRC May 23, Business of development (“Zhipeng IoV”) (Note 1(c)(i)) 2018 and the operation of an Internet of Vehicles network Guangzhou Yidian Zhihui Chuxing Technology PRC May 24, Business of provision of Co., Ltd.(“Yidian Chuxing”) (Note 1(c)(ii)) 2018 online-hailing services through online platform Guangzhou Xintu Technology Co., PRC April 27, Surveying and mapping Ltd. (“Xintu Technology”) (Note 1(c)(i)) 2021 VIEs’ subsidiary Jiangsu Zhipeng Kongjian Information PRC June 23, Surveying and mapping Technology Co., Ltd. (“Zhipeng Kongjian”, 2021 formerly known as Jiangsu Zhitu Technology Co., Ltd., a subsidiary of Xintu Technology) (Note 1(c)(i))
26 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 1. Organization and Nature of Operations (continued) (c) Principal subsidiaries and VIEs (continued) (i) Zhipeng IoV which is primarily engaged in the business of development and the operation of an Internet of Vehicles network was established by two shareholders of the Company (the “Zhipeng IoV’s Nominee Shareholders”) on May 23, 2018. On May 28, 2018, Xiaopeng Technology, Zhipeng IoV, and Zhipeng IoV’s Nominee Shareholders entered into a series of contractual agreements, including an equity interest pledge agreement, a loan agreement, exclusive service agreement, exclusive call option agreement and power of attorney that irrevocably authorized Xiaopeng Technology to exercise the equity owner’s rights over Zhipeng IoV. These agreements provide the Company, as the only shareholder of Xiaopeng Technology, with effective control over Zhipeng IoV to direct the activities that most significantly impact Zhipeng IoV’s economic performance and enable the Company to obtain substantially all of the economic benefits arising from Zhipeng IoV. Management concluded that Zhipeng IoV is a variable interest entity of the Company and the Company is the ultimate primary beneficiary of Zhipeng IoV and shall consolidate the financial results of Zhipeng IoV in the Group’s unaudited condensed consolidated financial statements. On April 27, 2021, Zhipeng IoV established Xintu Technology and became the only shareholder of Xintu Technology. On June 23, 2021, Xintu Technology acquired 100% of the equity interest of Zhipeng Kongjian which possesses surveying and mapping qualification certificate, which is determined to be an asset acquisition (Note 10(ii)). On August 12, 2021, Guangzhou Kuntu Technology Co., Ltd. (“Kuntu Technology”), a company controlled by the Zhipeng IoV’s Nominee Shareholders, acquired 100% of the equity interest of Xintu Technology from Zhipeng IoV. On the same day, Xiaopeng Technology, Xintu Technology and Kuntu Technology entered into a series of contractual agreements, including an equity interest pledge agreement, a loan agreement, exclusive service agreement, exclusive call option agreement and power of attorney that irrevocably authorized Xiaopeng Technology to exercise the equity owner’s rights over Xintu Technology. These agreements provide the Company, as the only shareholder of Xiaopeng Technology, with effective control over Xintu Technology to direct the activities that most significantly impact Xintu Technology’s economic performance and enable the Company to obtain substantially all of the economic benefits arising from Xintu Technology. Management concluded that Xintu Technology is a variable interest entity of the Company and the Company is the ultimate primary beneficiary of Xintu Technology and shall consolidate the financial results of Xintu Technology in the Group’s consolidated financial statements. As of June 30, 2022, Xintu Technology did not have significant operations, nor any material assets or liabilities.
2 0 2 2 INTERIM REPORT 27 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 1. Organization and Nature of Operations (continued) (c) Principal subsidiaries and VIEs (continued) (1) (continued) On September 6, 2021, Xiaopeng Technology (wholly owned by the Company) acquired 50% equity interests in Zhipeng IoV from Zhipeng IoV’s Nominee Shareholders. At the same time, the aforementioned contractual agreements had been modified to reflect the change of equity interests in Zhipeng IoV. Xiaopeng Technology, Zhipeng IoV, and Zhipeng IoV’s Nominee Shareholders entered into a series of contractual agreements, including an equity interest pledge agreement, a loan agreement, exclusive service agreement, exclusive call option agreement and power of attorney that irrevocably authorized Xiaopeng Technology to exercise the equity owner’s rights over Zhipeng IoV. These agreements, coupled with its 50% equity interest, results in the Company, being the VIE’s primary beneficiary, with effective control over Zhipeng IoV, to direct the activities that most significantly impact Zhipeng IoV’s economic performance and enable the Company to obtain substantially all of the economic benefits arising from Zhipeng IoV. As of June 30, 2022, Zhipeng IoV did not have significant operations, nor any material assets or liabilities. (ii) Yidian Chuxing which is primarily engaged in the business of provision of online-hailing services through online platform was established by two shareholders of the Company (the “Yidian Chuxing‘s Nominee Shareholders”) on May 24, 2018. On May 28, 2018, Guangzhou Xiaopeng Zhihui Chuxing Technology Co., Ltd, (“Xiaopeng Chuxing”), Yidian Chuxing, and Yidian Chuxing‘s Nominee Shareholders entered into a series of contractual agreements, including an equity interest pledge agreement, a loan agreement, exclusive service agreement, exclusive call option agreement and power of attorney that irrevocably authorized Xiaopeng Chuxing to exercise the equity owner’s rights over Yidian Chuxing. These agreements provide the Company, as the only shareholder of Xiaopeng Chuxing, with effective control over Yidian Chuxing to direct the activities that most significantly impact Yidian Chuxing’s economic performance and enable the Company to obtain substantially all of the economic benefits arising from Yidian Chuxing. Management concluded that Yidian Chuxing is a variable interest entity of the Company and the Company is the ultimate primary beneficiary of Yidian Chuxing and shall consolidate the financial results of Yidian Chuxing in the Group’s unaudited condensed consolidated financial statements. On September 10, 2021, Xiaopeng Chuxing (wholly owned by the Company) acquired 50% equity interests in Yidian Chuxing from Yidian Chuxing‘s Nominee Shareholders. At the same time, the aforementioned contractual agreements have been modified to reflect the change of equity interests in Yidian Chuxing. Xiaopeng Chuxing, Yidian Chuxing, and Yidian Chuxing‘s Nominee Shareholders entered into a series of contractual agreements, including an equity interest pledge agreement, a loan agreement, exclusive service agreement, exclusive call option agreement and power of attorney that irrevocably authorized Xiaopeng Chuxing to exercise the equity owner’s rights over Yidian Chuxing. These agreements, coupled with its 50% equity interest, results in the Company, being the VIE’s primary beneficiary, with effective control over Yidian Chuxing, to direct the activities that most significantly impact Yidian Chuxing’s economic performance and enable the Company to obtain substantially all of the economic benefits arising from Yidian Chuxing. As of June 30, 2022, Yidian Chuxing did not have significant operations, nor any material assets or liabilities.
28 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 1. Organization and Nature of Operations (continued) (d) Liquidity The Group has been incurring losses from operations since inception. The Group incurred net losses of RMB4,401,649 and RMB1,981,130 for the six months ended June 30, 2022 and 2021, respectively. Accumulated deficit amounted to RMB20,593,215 and RMB16,191,566 as of June 30, 2022 and December 31, 2021, respectively. Net cash used in operating activities was approximately RMB2,286,271 and RMB2,562,481 for the six months ended June 30, 2022 and 2021, respectively. The Group’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. The Group’s ability to continue as a going concern is dependent on management’s ability to execute its business plan successfully, which includes increasing market acceptance of the Group’s products to boost its sales volume to achieve economies of scale while applying more effective marketing strategies and cost control measures to better manage operating cash flow position and obtaining funds from outside sources of financing to generate positive financing cash flows. With the completion of its IPO and follow-on offering (“FO”) on NYSE in August and December 2020, the Group received the net proceeds, after deducting the underwriting discounts and commissions, fees and offering expenses, of RMB11,409,248 and RMB15,980,227, respectively. In July 2021, with the completion of its Global Offering on HKEX, the Group further received net proceeds, after deducting the underwriting discounts and commissions, of HKD15,823,315. As of June 30, 2022, the Group’s balance of cash and cash equivalents, restricted cash, excluding RMB1,405 restricted as to withdrawal or use for legal disputes, short-term deposits and short-term investments was approximately RMB32,608,110. Management has concluded that, its existing balances of cash and cash equivalents, short-term deposits and short-term investments as of June 30, 2022 provide the Group with sufficient liquidity to meet its working capital requirements and contractual (including debt) obligations for the twelve-month period following the issuance of the unaudited condensed consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.
2 0 2 2 INTERIM REPORT 29 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Group’s financial position as of June 30, 2022, results of operations and cash flows for the six months ended June 30, 2022 and 2021. The consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal years. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes for the year ended December 31, 2021. The accounting policies applied are consistent with those of the audited consolidated financial statements for the preceding fiscal year. Results for the six months ended June 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or for any future period. (b) Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIEs for which the Company is the ultimate primary beneficiary. All transactions and balances among the Company, its subsidiaries and VIEs have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power: has the power to appoint or remove the majority of the members of the board of directors (the “Board”): to cast majority of votes at the meeting of the Board or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. In determining whether the Company or its subsidiaries are the primary beneficiary, the Company considered whether it has the power to direct activities that are significant to the VIE’s economic performance, and also the Company’s obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIEs that could potentially be significant to the VIEs.
30 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (c) Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s unaudited condensed consolidated financial statements primarily include, but are not limited to, the determination of performance obligations and allocation of transaction price to those performance obligations, the determination of warranty cost, lower of cost and net realizable value of inventory, assessment for impairment of long-lived assets and intangible assets, recoverability of receivables, valuation of deferred tax assets, determination of share-based compensation expenses, determination of the fair value of derivative assets or liabilities arising from forward exchange contracts, determination of the fair value of debt investments accounted for under the fair value option model as well as subsequent adjustments due to significant observable price changes for equity investments without readily determinable fair values and not accounted for by the equity method. Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. (d) Functional currency and foreign currency translation The Company uses Renminbi (“RMB”) as its reporting currency. The functional currencies of the Company and its subsidiaries which are incorporated in the Cayman Islands, British Virgin Islands, United States, Hong Kong and other regions is United States dollars (“US$”) or their respective local currencies, while the functional currencies of the other subsidiaries and VIEs which are incorporated in the PRC are RMB. The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters. Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the unaudited condensed consolidated statement of comprehensive loss.
2 0 2 2 INTERIM REPORT 31 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (d) Functional currency and foreign currency translation (continued) The financial statements of the Group’s entities of which the functional currency is not RMB are translated from their respective functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB at the exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Income and expense items are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in other comprehensive loss in the unaudited condensed consolidated statement of comprehensive loss, and the accumulated currency translation adjustments are presented as a component of accumulated other comprehensive loss in the unaudited condensed consolidated statement of changes in shareholders’ equity. (e) Fair value Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Group applies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This guidance specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: Level I — Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. Level II — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level II valuation techniques. Level III — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
32 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (e) Fair value (continued) The fair value guidance describes three main approaches to measure the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Financial assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, short-term deposits, short-term investments, accounts and notes receivable, installment payment receivables, long-term deposits, long-term investments, derivative assets, other assets, accounts and notes payable, short-term borrowings, lease liabilities, accruals and other liabilities, derivative liabilities and long-term borrowings. As of June 30, 2022 and December 31, 2021, the carrying values of these financial instruments, except for other non-current assets, long-term deposits, long-term borrowings and non-current portion of lease liabilities, approximated their respective fair values due to the short-term maturity of these instruments. Financial assets and liabilities that are measured at fair value on a recurring basis consist of short-term investments, equity investments with readily determinable fair values, debt investments that are accounted for under the fair value option model and derivative assets or liabilities. Equity investments with readily determinable fair values (Note 14) are valued using the market approach based on the quoted prices in active markets at the reporting date. The Group classifies the valuation techniques that use these inputs as Level I of fair value measurements. All of its short-term investments and derivative assets or liabilities, which are comprised primarily of structured deposits, bank financial products and forward exchange contracts, are classified within Level II of the fair value hierarchy because they are floating income products linked to currency exchange rate, gold market price or benchmark interest rates. These instruments are not valued using quoted market prices, but can be valued based on other observable inputs, such as interest rates and currency rates.
2 0 2 2 INTERIM REPORT 33 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (e) Fair value (continued) The Group has debt investments that are accounted for under the fair value option model (Note 14), which are initially measured at fair value with changes in fair value in the subsequent periods recognized through earnings. Such debt investments that are accounted for under the fair value option model are classified within Level III of the fair value hierarchy, as there is little or no observable market data to determine the respective fair values. Under these circumstances, the Group has adopted certain valuation techniques using unobservable inputs to measure their respective fair values. (f) Cash and cash equivalents Cash and cash equivalents represent cash on hand, time deposits and highly liquid investments placed with banks or other financial institutions, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less. Cash and cash equivalents as reported in the unaudited condensed consolidated statement of cash flows are presented separately on the unaudited condensed consolidated balance sheet as follows: As of June 30, 2022 As of December 31, 2021 Amount RMB equivalent Amount RMB equivalent Cash and cash equivalents: RMB 6,885,724 6,885,724 8,513,644 8,513,644 US$ 310,714 2,081,070 281,083 1,788,100 HKD 40,731 34,766 852,743 695,738 Others not applicable 10,859 not applicable 27,424 Total 9,012,419 11,024,906 As of June 30, 2022 and December 31, 2021, substantially all of the Group’s cash and cash equivalents were held in reputable financial institutions located in the PRC, Hong Kong and United States. (g) Restricted cash Restricted cash primarily represents bank deposits for letters of credit, bank notes and forward exchange contracts amounted to RMB293,746 and RMB600,058 as of June 30, 2022 and December 31, 2021, respectively. In addition, restricted cash includes certain deposits, amounting to RMB1,405 and RMB9,917, as of June 30, 2022 and December 31, 2021, respectively, that are restricted due to legal disputes.
34 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (h) Short-term and long-term deposits Short-term deposits represent time deposits placed with banks with original maturities between three months and one year. Interest earned is recorded as interest income in the unaudited condensed consolidated statement of comprehensive loss during the periods presented. As of June 30, 2022 and December 31, 2021, substantially all of the Group’s short-term deposits amounting to RMB20,852,332 and RMB25,858,007, respectively, had been placed in reputable financial institutions in the PRC. Long-term deposits of the Group represent time deposits placed with banks with original maturities more than one year. Interest earned is recorded as interest income in the unaudited condensed consolidated statement of comprehensive loss during the periods presented. As of June 30, 2022 and December 31, 2021, substantially all of the Group’s long-term deposits amounting to RMB8,729,823 and RMB3,217,266, respectively, had been placed in reputable financial institutions in the PRC. (i) Current expected credit losses The Group’s accounts and notes receivable, other current assets, and installment payment receivables are within the scope of ASC Topic 326. The Group has identified the relevant risk characteristics of its customers and the related receivables, other current assets and installment payment receivables, which include size, types of the services or the products the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the historical credit loss experience, current economic conditions and supportable forecasts of future economic conditions in assessing the lifetime expected credit losses. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter end based on the Group’s specific facts and circumstances. For the six months ended June 30, 2022 and 2021, the Group recorded RMB35,008 and RMB10,464 in expected credit loss expense in selling, general and administrative expenses, respectively. As of June 30, 2022, the expected credit loss provision recorded in current and non-current assets were RMB49,972 and RMB44,560, respectively. As of December 31, 2021, the expected credit loss provision recorded in current and non-current assets were RMB34,198 and RMB32,898, respectively. The Group typically does not record significant accounts and notes receivable related to vehicle sales and other services as customer payments are due prior to vehicle delivery, except for vehicle sales which include government subsidies that are collected from the government on behalf of customers.
2 0 2 2 INTERIM REPORT 35 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (i) Current expected credit losses (continued) Installment payment receivables primarily consist of the aggregate receivables of the installment payments for vehicles or batteries due from customers. The Group classified its installment payment receivables into different categories from performing to non-performing based on the credit risk of the customers and the past due days, if any, of the principal and/or interest repayments. The lifetime current expected credit losses for the installment payment receivables was determined by applying probability of default and loss given default assumptions to exposures at default, then discounted these cash flows to present value using the original effective interest rate or by an approximation thereof. As of June 30, 2022 and December 31, 2021, the majority of the installment payment receivables had been categorized as performing since the customers had a low risk of default, a strong capacity to meet contractual cash flows and had no past due repayments and the amounts of installment payment receivables of other categories were immaterial. The Group considers historical credit loss rates for each category of deposits and other receivables and also considers forward looking macroeconomic data in making its loss accrual determinations. The Group has made specific credit loss provisions on a case-by-case basis for particular aged receivable balances. The Group’s expected credit loss of cash and cash equivalents, restricted cash, time deposit in bank within the scope of ASC Topic 326 were immaterial.
36 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (i) Current expected credit losses (continued) The following table summarizes the activity in the allowance for credit losses related to accounts and notes receivable, other current assets and installment payment receivables for the six months ended June 30, 2022 and 2021: For the Six Months Ended June 30, 2022 RMB Balance as of December 31, 2021 67,096 Current period provision 35,008 Write-offs (7,572) Balance as of June 30, 2022 94,532 For the Six Months Ended June 30, 2021 RMB Balance as of December 31, 2020 12,507 Current period provision 10,464 Write-offs (1,593) Balance as of June 30, 2021 21,378 (j) Short-term investments For investments in financial instruments with a variable interest rate indexed to the performance of underlying assets, the Group elected the fair value method at the date of initial recognition and carried these investments subsequently at fair value. Changes in fair values are reflected in the unaudited condensed consolidated statement of comprehensive loss. The Group’s short-term investments in financial instruments were RMB2,449,613 and RMB2,833,763 as of June 30, 2022 and December 31, 2021, respectively.
2 0 2 2 INTERIM REPORT 37 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (k) Long-term investments Equity Method Investments The Group applies the equity method to account for its equity investments, according to ASC 323 “Investments — Equity Method and Joint Ventures”, over which it has significant influence but does not own a controlling financial interest. Under the equity method, the Group initially records its investments at fair value. The Group subsequently adjusts the carrying amount of the investments to recognize the Group’s proportionate share of each equity investee’s net income or loss into earnings after the date of investment. The Group records its share of the results of the equity method investees on a one quarter in arrears basis. The Group continually reviews its investments in equity method investees to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Group considers in its determination include current economic and market conditions, the financial condition and operating performance of the equity method investee, and other company specific information. The Group’s long-term investments also include other equity investments, over which the Group has neither significant influence nor control, and debt investments. Equity Investments with Readily Determinable Fair Values Equity investments with readily determinable fair values are measured and recorded at fair value using the market approach based on the quoted prices in active markets at the reporting date. The Group classifies the valuation techniques that use these inputs as Level I of fair value measurements. Equity Investments without Readily Determinable Fair Values The Group elected to record equity investments without readily determinable fair values using the measurement alternative at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in the carrying value of the equity investments in current earnings. Changes in the carrying value of the equity investments are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. The implementation guidance notes that an entity should make a “reasonable effort” to identify price changes that are known or that can reasonably be known.
38 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (k) Long-term investments (continued) Debt Investments The Group elected to account for certain debt investments under the fair value option model including convertible bonds, and preferred stock redeemable merely by the passage of time and at the option of the Group as a holder. The fair value option model permits the irrevocable election on an instrument-by-instrument basis at initial recognition or upon an event that gives rise to a new basis of accounting for that instrument. The investments accounted for under the fair value option model are carried at fair value with unrealized gains and losses recorded in the unaudited condensed consolidated statement of comprehensive loss. Interest income from debt investments is recognized in earnings using the effective interest method which is reviewed and adjusted periodically based on changes in estimated cash flows. (l) Warranties The Group provided a manufacturer’s standard warranty on all vehicles sold. The Group accrued for a warranty reserve for the vehicles sold by the Group, which included the Group’s best estimate of the future costs to be incurred in order to repair or replace items under warranties and recalls when identified. These estimates were made based on actual claims incurred to date and an estimate of the nature, frequency and magnitude of future claims with reference made to the past claim history. These estimates are inherently uncertain given the Group’s relatively short history of sales, and changes to the Group’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accruals and other liabilities, while the remaining balance is included within other non-current liabilities on the consolidated balance sheet. Warranty expense is recorded as a component of cost of sales in the unaudited condensed consolidated statement of comprehensive loss. The Group does not consider standard warranty as being a separate performance obligation as it is intended to provide greater quality assurance to customers and is not viewed as a distinct obligation. Accordingly, standard warranty is accounted for in accordance with ASC 460, Guarantees. The Group also provides extended lifetime warranty which is sold separately through a vehicle sales contract. The extended lifetime warranty is an incremental service offered to customers and is considered a separate performance obligation distinct from other promises and should be accounted for in accordance with ASC 606.
2 0 2 2 INTERIM REPORT 39 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (m) Revenue recognition Revenue is recognized when or as the control of the goods or services is transferred upon delivery to customers. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time. Control of the goods and services is transferred over time if the Group’s performance: • provides all of the benefits received and consumed simultaneously by the customer; • creates and enhances an asset that the customer controls as the Group performs; or • does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. If control of the goods and services transfers over time, revenue is recognized over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the goods and services. Contracts with customers may include multiple performance obligations. For such arrangements, the Group allocates overall contract price to each distinct performance obligation based on its relative standalone selling price in accordance with ASC 606. The Group generally determines standalone-selling prices for each individual distinct performance obligation identified based on the prices charged to customers. If the standalone selling price is not directly observable, it is estimated using expected cost plus a margin or adjusted market assessment approach, depending on the availability of observable information, the data utilized, and considering the Group’s pricing policies and practices in making pricing decisions. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgments on these assumptions and estimates may affect the revenue recognition. The discount provided in the contract are allocated by the Group to all performance obligations as conditions under ASC 606-10-32-37 are not met. When either party to a contract has performed, the Group presents the contract in the unaudited condensed consolidated balance sheet as a contract asset or a contract liability, depending on the relationship between the entity’s performance and the customer’s payment. A contract asset is the Group’s right to consideration in exchange for goods and services that the Group has transferred to a customer. A receivable is recorded when the Group has an unconditional right to consideration. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due.
40 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (m) Revenue recognition (continued) If a customer pays consideration or the Group has a right to an amount of consideration that is unconditional, before the Group transfers a good or service to the customer, the Group presents the contract liability when the payment is made or a receivable is recorded (whichever is earlier). A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. The Group’s contract liabilities primarily result from the multiple performance obligations identified in the vehicle sales contract, which are recorded as deferred revenue and recognized as revenue based on the consumption of the services or the delivery of the goods. Vehicle sales The Group generates revenue from sales of electric vehicles, together with a number of embedded products and services through a contract. There are multiple distinct performance obligations explicitly stated in a sales contract including sales of vehicle, free battery charging within 4 years or 100,000 kilometers, extended lifetime warranty, option between household charging pile and charging card, vehicle internet connection services, services of lifetime free battery charging in XPeng-branded super charging stations, lifetime warranty of battery and XPILOT, which are defined by the Group’s sales policy and accounted for in accordance with ASC 606. The standard warranty provided by the Group is accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when the Group transfers the control of vehicle to a customer. Car buyers in the PRC are entitled to government subsidies when they purchase electric vehicles. For efficiency purpose and better customer service, the Group or Zhengzhou Haima Automobile Co., Ltd. (“Haima Auto”) applies for and collect such government subsidies on behalf of the customers. Accordingly, customers only pay the amount after deducting government subsidies. The Group determined that the government subsidies should be considered as part of the transaction price because the subsidy is granted to the buyer of the electric vehicle and the buyer remains liable for such amount in the event the subsidies were not received by the Group due to the buyer’s fault such as refusal or delay of providing the relevant application information. In the instance that some eligible customers select to pay by installments for vehicles or batteries under an auto financing program provided to the customers by the Group, such arrangement contains a significant financing component and as a result, the transaction price is adjusted to reflect the impact of time value of the transaction price using an applicable discount rate (i.e. the interest rates of the loan reflecting the credit risk of the borrower). The Group allocates the financing amount to all performance obligations proportionately based on their relative selling prices, as conditions prescribed under ASC 606-10-32-37 are not met.
2 0 2 2 INTERIM REPORT 41 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (m) Revenue recognition (continued) Vehicle sales (continued) Receivables related to the vehicle and battery installment payments are recognized as installment payment receivables. The difference between the gross receivable and the respective present value is recorded as unrealized finance income. Interest income resulting from arrangements with a significant financing component is presented as other sales. The overall contract price of electric vehicle and related products/services is allocated to each distinct performance obligation based on the relative estimated standalone selling price. The revenue for sales of the vehicle and household charging pile is recognized at a point in time, when the control of the vehicle is transferred to the customer and the charging pile is installed at customer’s designated location. For vehicle internet connection service, the Group recognizes the revenue using a straight-line method. For the extended lifetime warranty and lifetime battery warranty, given limited operating history and lack of historical data, the Group recognizes revenue over time based on a straight-line method initially. The Group will continue monitoring the cost patterns periodically and adjust the timing of revenue recognition, as necessary, in order to reflect differences between actual costs incurred versus the straight line cost attribution. For the free battery charging within 4 years or 100,000 kilometers and charging card to be consumed to exchange for charging services, the Group considers that a measure of progress based on usage (rather than a time-based method) best reflects the performance, as it is typically a promise to deliver the underlying service rather than a promise to stand ready. For the services of lifetime free battery charging in XPeng-branded super charging stations, the Group recognizes the revenue over time based on a straight-line method during the expected useful life of the vehicle. Initial refundable deposits for intention orders and non-refundable deposits for vehicle reservations received from customers prior to vehicle purchase agreements are signed are recognized as refundable deposits from customers (accruals and other liabilities) and advances from customers (accruals and other liabilities). When vehicle purchase agreements are signed, the consideration for the vehicle and all embedded services must be paid in advance, which means the payments received are prior to the transfer of goods or services by the Group, the Group records a contract liability (deferred revenue) for the allocated amount relating to those unperformed obligations. At the same time, advances from customers are classified as a contract liability (deferred revenue) as part of the consideration. XPILOT, the Group’s intelligent driving system, provides assisted driving and parking functions tailored for different driving behaviors and road conditions in China. A customer can subscribe for XPILOT by either making a lump sum payment or paying annual installments over a three-year period, or purchasing a vehicle equipped with XPILOT. XPILOT will feature several new functions, including a navigation guided pilot for highway driving and advanced intelligent parking. Revenue related to XPILOT is recognized at a point in time when intelligent driving functionality of XPILOT is activated and transferred to the customers.
42 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (m) Revenue recognition (continued) Other services The Group provides other services to customers including services embedded in a sales contract, super charging service, maintenance service, technical support services, ride hailing services, auto financing services and others. Revenue from services embedded in a sales contract included free battery charging within 4 years or 100,000 kilometers, extended lifetime warranty, option between household charging pile and charging card, vehicle internet connection services, lifetime warranty of battery and services of free battery charging services in XPeng-branded charging station. Other services also include super charging service, maintenance service, technical support services and second-hand vehicle sales service. These services are recognized under ASC 606. The Group provides ride hailing services with smart commuting solutions to customers by using the Group’s self-owned G3 vehicles, and hiring and training drivers managed by third party agents via service agreements entered into with them. The Group believes it acts as a principal in the ride hailing services as it controls a specified good or service before it is transferred to the customers. The revenue for ride hailing services is recognized overtime in a period when the ride hailing services is consumed under ASC 606. Practical expedients and exemptions The Group follows the guidance on immaterial promises when identifying performance obligations in the vehicle sales contracts and concludes that lifetime roadside assistance, traffic ticket inquiry service, courtesy car service, on-site troubleshooting, parts replacement service and others, are not performance obligations considering these services are value-added services to enhance customer experience rather than critical items for vehicle driving and forecasted that usage of these five services will be very limited. The Group also performs an estimation on the stand-alone fair value of each promise applying a cost plus margin approach and concludes that the standalone fair value of foresaid services are insignificant individually and in aggregate, representing less than 1% of vehicle gross selling price and aggregate fair value of each individual promise. Considering the qualitative assessment and the result of the quantitative estimate, the Group concluded not to assess whether promises are performance obligation if they are immaterial in the context of the contract and the relative stand-alone fair value individually and in aggregate is less than 1% of the contract price, namely the lifetime roadside assistance, traffic ticket inquiry service, courtesy car service, on-site troubleshooting and parts replacement service. Related costs are then accrued instead.
2 0 2 2 INTERIM REPORT 43 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (m) Revenue recognition (continued) Customer Upgrade Program In the third quarter of 2019, due to the upgrade of the G3 vehicle from the 2019 version (“G3 2019”) to its 2020 version (“G3 2020”), the Group voluntarily offered all owners of G3 2019 the options to either receive loyalty points, valid for 5 years from the grant date, which can be redeemed for goods or services, or obtain an enhanced trade-in right contingent on a future purchase starting from the 34th month of the original purchase date but only if they purchase a new vehicle from the Group. The owners of G3 2019 had to choose one out of the two options within 30 days after receiving the notice. Anyone who did not make the choice before the date was deemed to forgo the rights to the options. At the time the offers were made, the Group still had unfulfilled performance obligations for services to the owners of G3 2019 associated with their original purchase. The Group considered this offering is to improve the satisfaction of the owners of G3 2019 but not the result of any defects or resolving past claims regarding the G3 2019. As both options provide a material right (a significant discount on future goods or services) for no consideration to existing customers with unfulfilled performance obligations, the Group considers this arrangement to be a modification of the existing contracts with customers. Further, as the customers did not pay for these additional rights, the contract modification is accounted for as a termination of the original contract and commencement of a new contract, which will be accounted for prospectively. The material right from the loyalty points or the trade-in right shall be considered in the reallocation of the remaining consideration from the original contracts among the promised goods or services not yet transferred at the time of the contract modification. This reallocation is based on the relative stand-alone selling prices of these goods and services. For the material right attached with loyalty points, the Group estimated the probability of points redemption when determining the stand-alone selling price. Due to the fact that most merchandises can be redeemed without requiring a significant amount of points, as compared with the amount of points granted to the customers, the Group believes it is reasonable to assume all points will be redeemed and no forfeiture is estimated currently. The amount allocated to the points as a separate performance obligation is recorded as a contract liability (deferred revenue) and revenue will be recognized when future goods or services are transferred. The Group will continue to monitor forfeiture rate data and will apply and update the estimated forfeiture rate at each reporting period.
44 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (m) Revenue recognition (continued) Customer Upgrade Program (continued) According to the terms of the trade-in program, owners of G3 2019 who elected the trade-in right have the option to trade in their G3 2019 at a fixed predetermined percentage of its original G3 2019 purchase price (the “guaranteed trade-in value”) starting from the 34th month of the original purchase date but only if they purchase a new vehicle from the Group. Such trade-in right is valid for 120 days. That is, if the owner of a G3 2019 does not purchase a new vehicle within that 120-day period, the trade-in right expires. The guaranteed trade-in value will be deducted from the retail selling price of the new vehicle purchase. The customer cannot exercise the trade-in right on a stand-alone basis solely as a function of their original purchase of the G3 2019 and this program, and therefore, the Group does not believe the substance of the program is a repurchase feature that provides the customer with a unilateral right of return. Rather, the trade-in right and purchase of a new vehicle are linked as part of a single transaction to provide a loyalty discount to existing customers. The Group believes the guaranteed trade-in value will be greater than the expected market value of the G3 2019 at the time the trade-in rights become exercisable, and therefore, the excess value is essentially a sales discount granted on the new vehicle purchase. The Group estimated the potential forfeiture rate based on the market expectation of the possibility of future buying and applied the forfeiture rate when determining the stand-alone selling price at the date of contract modification. The amount allocated to the trade-in right as a separate performance obligation is recorded as a contract liability (deferred revenue) and revenue will be recognized when the trade-in right is exercised and a new vehicle is purchased. The Group will continue to reassess the reasonableness of the forfeiture rate applied in the subsequent reporting periods. (n) Cost of sales Vehicle Cost of vehicle revenue includes direct parts, materials, labor costs and manufacturing overheads (including depreciation of assets associated with the production) and reserves for estimated warranty expenses. Cost of vehicle revenue also includes charges to write-down the carrying value of the inventories when it exceeds its estimated net realizable value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand, and impairment charge of property, plant and equipment. Services and others Cost of services and others revenue generally includes cost of direct parts, materials, labor costs, installment costs, costs associated with providing non-warranty after-sales services and depreciation of associated assets used for providing the services.
2 0 2 2 INTERIM REPORT 45 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (n) Cost of sales (continued) Services and others (continued) Cost of ride hailing services revenue also includes agent and service fees paid to third party agents and revenue sharing fees to a third party data supporting entity. (o) Research and development expenses All costs associated with research and development (“R&D”) are expensed as incurred. R&D expenses consist primarily of employee compensation for those employees engaged in R&D activities, design and development expenses with new technology, materials and supplies and other R&D related expenses. For the six months ended June 30, 2022 and 2021, R&D expenses were RMB2,486,237 and RMB1,398,638, respectively. (p) Selling, general and administrative expenses Sales and marketing expenses consist primarily of employee compensation and marketing, promotional and advertising expenses. Advertising expenses consist primarily of costs for the promotion of corporate image and product marketing. For the six months ended June 30, 2022 and 2021, advertising costs were RMB235,843 and RMB280,272, respectively, and total sales and marketing expenses were RMB2,482,818 and RMB1,389,098, respectively. General and administrative expenses consist primarily of employee compensation for employees involved in general corporate functions and those not specifically dedicated to R&D activities, depreciation and amortization expenses, legal, and other professional services fees, lease and other general corporate related expenses. For the six months ended June 30, 2022 and 2021, general and administrative expenses were RMB823,270 and RMB362,490, respectively. (q) Government grants Government grants relating to interest expense already capitalized are accounted for as a reduction in such a capitalized amount with the subsidy benefit reflected over the related asset useful life through reduced depreciation expense. Government grants relating to interest expense (not capitalized) are initially recognized as other non-current liabilities if the amount is received in advance (of the incurrence of interest expense). Such amounts would then reduce related interest expense when incurred. Government grants relating to the purchase or construction of property, plant and equipment and intangible assets that are received in advance are included in other non-current liabilities and are credited to profit or loss on a straight-line basis over the expected lives of the related assets.
46 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (q) Government grants (continued) Government grants requiring the performance of certain other business related activities or other required conditions are deferred and recognized in profit or loss when all applicable conditions have been met. Nonrefundable grants received without further performance or conditions are recognized immediately as other income upon receipt. (r) Other income, net For the six months ended June 30, 2022 and 2021, other income, net mainly represents government grants that are recognized upon receipt recognized in profit or loss of RMB60,987 and RMB24,707, as further performance by the Group is not required. (s) Share-based compensation The Group grants restricted share units (“RSUs”), restricted shares and share options (collectively, “Share-based Awards”) to eligible employees and accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation. Share-based Awards are measured at the grant date fair value of the awards and recognized as expenses using graded vesting method or straight-line method, net of estimated forfeitures, if any, over the requisite service period. For awards with performance conditions, the Company would recognize compensation cost if and when it concludes that it is probable that the performance condition will be achieved. The fair value of the RSUs and restricted shares granted prior to the completion of the IPO were assessed using the income approach/discounted cash flow method, with a discount for lack of marketability given that the shares underlying the awards were not publicly traded at the time of grant. This assessment requires complex and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants were made. The fair value of share options granted prior to the completion of the IPO is estimated on the grant or offering date using the binomial option-pricing model. The assumptions used in share-based compensation expense recognition represent management’s best estimates, but these estimates involve inherent uncertainties and application of management judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive Share-based Awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company for accounting purposes.
2 0 2 2 INTERIM REPORT 47 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (s) Share-based compensation (continued) The fair value of the RSUs granted subsequent to the completion of the IPO is estimated based on the fair market value of the underlying ordinary shares of the Company on the date of grant. On June 28, 2020, the board of directors of the Company approved the 2019 Equity Incentive Plan (“ESOP Plan”) with 161,462,100 Class A ordinary shares reserved. Options, restricted shares, RSUs, dividend equivalents, share appreciation rights and share payments may be granted under the ESOP Plan. Prior to the completion of the IPO, RSUs granted to employees include both service and performance conditions. Employees are required to provide continued service through the satisfaction of the occurrence of change of control or an IPO (“Liquidity Event”) to retain the award since no RSU would be vested prior to the occurrence of the Liquidity Event. The Group also granted RSUs in 2020 with only performance condition and the RSUs would be vested upon the occurrence of Liquidity Event. Given the vesting of these two types of RSUs granted is contingent upon the occurrence of the Liquidity Event, there is no share-based compensation expense to be recognized until the date of consummation of Liquidity Event. In July 2020, RSUs vested immediately upon grant date were granted to employees and the share-based compensation expense were recognized immediately on the grant date. Subsequent to the completion of the IPO, the Group granted RSUs with only a service condition to employees and the related share-based compensation expense was recognized over the vesting period using the straight-line method. (t) Earnings (losses) per share Basic earnings (losses) per share is computed by dividing net income (loss) attributable to holders of ordinary shares, by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings (losses) per share is calculated by dividing net income (loss) attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of unvested RSUs. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive.
48 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 2. Summary of Significant Accounting Policies (continued) (u) Segment reporting ASC 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for internal reporting. As the Group’s long-lived assets are substantially located in the PRC, no segment geographical information is presented. 3. Recent Accounting Pronouncements Recently adopted accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, to remove specific exceptions to the general principles in Topic 740 and to simplify accounting for income taxes. The standard is effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Group adopted the ASU on January 1, 2021, which did not have a material impact on the Group’s financial results or financial position. In January 2020, the FASB issued ASU No. 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force). The standard clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. For public business entities, the standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Group adopted the ASU on January 1, 2021, which did not have a material impact on the Group’s financial results or financial position.
2 0 2 2 INTERIM REPORT 49 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 3. Recent Accounting Pronouncements (continued) Recently adopted accounting pronouncements (continued) In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The standard is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the standard that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The Group adopted the ASU on January 1, 2022, which did not have a material impact on the Group’s financial results or financial position. 4. Concentration and Risks (a) Concentration of credit risk Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term deposits, long-term deposits and short-term investments. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates. As of June 30, 2022 and December 31, 2021, substantially all of the Group’s cash and cash equivalents, restricted cash, short-term deposits, long-term deposits and short-term investments were placed with certain reputable financial institutions in the PRC and overseas. Management chooses these institutions because of their reputations and track records for stability, and their known large cash reserves, and management periodically reviews these institutions’ reputations, track records, and reported reserves. Management expects that any additional institutions that the Group uses for its cash and bank deposits would be chosen with similar criteria for soundness. Bank failure is uncommon in the PRC and the Group believes that those Chinese banks that hold the Group’s cash and cash equivalents, restricted cash, short-term deposits, long-term deposits and short-term investments are financially sound based on publicly available information. (b) Foreign currency exchange rate risk The revenues and expenses of the Group’s entities in the PRC are generally denominated in RMB and their assets and liabilities are denominated in RMB. The Group’s overseas financing activities are denominated in U.S. dollars. The RMB is not freely convertible into foreign currencies. Remittances of foreign currencies into the PRC or remittances of RMB out of the PRC as well as exchange between RMB and foreign currencies require approval by foreign exchange administrative authorities and certain supporting documentation. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies.
50 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 5. Fair Value of Financial Instruments ASC 820, Fair Value Measurements, states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Fair value measurements on a recurring basis Assets and liabilities that were measured at fair value on a recurring basis were as follows: As of June 30, 2022 As of December 31, 2021 Fair Value Level I Level II Level III Fair Value Level I Level II Level III RMB RMB RMB RMB RMB RMB RMB RMB Assets Short-term investments(i) (Note 2(j)) 2,449,613 — 2,449,613 — 2,833,763 — 2,833,763 —Debt investments(ii) (Note 14) 1,417,692 — — 1,417,692 1,338,822 — — 1,338,822 Equity investments with readily determinable fair values(iii) (Note 14) 40,263 40,263 — — — — — — 3,907,568 40,263 2,449,613 1,417,692 4,172,585 — 2,833,763 1,338,822 Liabilities Derivative liabilities — forward exchange contract — — — — 48,605 — 48,605 —
2 0 2 2 INTERIM REPORT 51 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 5. Fair Value of Financial Instruments (continued) Fair value measurements on a recurring basis (continued) (i) Short-term investments are investments in financial instruments with variable interest rates and maturity dates within one year. Fair value of short-term investments is estimated based on the quoted prices of similar financial products provided by banks at the end of each period (Level II). (ii) Debt investments do not have readily determinable market values and are categorized as Level III in the fair value hierarchy. The Group uses a combination of valuation methodologies, including the equity allocation model, market and income approaches based on the Group’s best estimates, which are determined by using information including but not limited to the pricing of recent rounds of financing of the investees, future cash flow forecasts, liquidity factors and multiples of comparable companies. (iii) Equity investments with readily determinable fair values are valued using the market approach based on the quoted prices in active markets at the reporting date. The Group classifies the valuation techniques that use these inputs as Level I of fair value measurements. Fair value measurements on a non-recurring basis The Group measures investments without readily determinable fair value on a non-recurring basis when fair value changes can be determined based upon observable and relevant market information. Related adjustments (impairment related) are recorded as appropriate based upon such observable information. An observable price change is usually resulting from new rounds of financing of the investees. The Group determines whether the securities offered in new rounds of financing are similar to the equity securities held by the Group by comparing the rights and obligations of the securities. When the securities offered in new rounds of financing are determined to be similar to the securities held by the Group, it adjusts the observable price of the similar security to determine the amount that should be recorded as an adjustment in the carrying value of the security to reflect the current fair value of the security held by the Group by using the backsolve method based on the equity allocation model with adoption of some key parameters such as risk-free rate, equity volatility, probability of each scenario and dividend yield, which are significant unobservable inputs (Level III).
52 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 6. Accounts and Notes Receivable, net Accounts and notes receivable consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Accounts receivable, net 3,386,604 2,657,579 Notes receivable — 15,915 Total 3,386,604 2,673,494 Accounts receivable consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Accounts receivable, gross 3,405,938 2,669,206 Allowance for doubtful accounts (19,334) (11,627) Accounts receivable, net 3,386,604 2,657,579 The accounts receivable mainly included the amounts of vehicle sales in relation to government subsidies to be collected from government on behalf of customers. Sales to individual customers were normally made with advances from customers. Sales to large-volume buyers were made on credit terms ranging from 30 to 60 days.
2 0 2 2 INTERIM REPORT 53 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 6. Accounts and Notes Receivable, net (continued) An aging analysis of accounts receivable based on the relevant invoice dates is as follows: As of As of June 30, December 31, 2022 2021 RMB RMB 0–3 months 416,888 678,850 3–6 months 419,551 420,907 6–12 months 1,042,929 528,566 Over 1 year 1,526,570 1,040,883 Accounts receivable, gross 3,405,938 2,669,206 7. Inventory Inventory consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Finished goods 2,141,224 1,042,719 Raw materials 2,075,973 1,605,197 Work-in-process 22,420 14,005 Total 4,239,617 2,661,921 Raw materials primarily consist of materials for volume production. Work-in-process primarily consist of vehicles in production which will be transferred into production cost when incurred. Finished goods primarily consist of vehicles ready for transit at production factory, vehicles in transit to fulfill customer orders, new vehicles available for immediate sale at its delivery and service centers, vehicle parts and charging piles. For the six months ended June 30, 2022 and 2021, write-downs of inventories to net realizable value amounted to RMB23,217 and RMB86,332, respectively, which were recognized in cost of sales.
54 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 8. Prepayments and Other Current Assets Prepayments and other current assets consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Prepayments 1,024,854 1,300,805 Deductible input value-added tax 535,603 484,257 Deposits 122,559 83,939 Receivables from third party online payment service providers 111,263 78,620 Others 355,214 301,062 Total 2,149,493 2,248,683 Prepayments primarily consist of prepayments for raw materials, marketing and consulting services provided by suppliers. Deposits primarily consist of deposits for short-term leases and the deposits to suppliers for guarantee of procurement.
2 0 2 2 INTERIM REPORT 55 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 9. Property, Plant and Equipment, Net Property, plant and equipment, net, consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Construction in process 3,327,592 1,760,259 Machinery and equipment 1,374,627 1,123,512 Molds and toolings 1,245,653 1,178,385 Buildings 947,066 860,556 Vehicles 677,465 717,976 Leasehold improvements 533,364 376,219 Charging infrastructure 358,037 262,678 Computer and electronic equipment 187,727 147,273 Others 126,753 93,950 Sub-total 8,778,284 6,520,808 Less: Accumulated depreciation (1,372,641) (1,002,246) Less: Impairment (90,670) (93,786) Property, plant and equipment, net 7,314,973 5,424,776 The Group recorded depreciation expenses of RMB444,352 and RMB229,404 for the six months ended June 30, 2022 and 2021, respectively. Construction in progress primarily consists of the construction of Wuhan, Guangzhou and Zhaoqing manufacturing plants and molds, toolings, machinery and equipment relating to the manufacturing of the Group’s vehicles. For the six months ended June 30, 2022 and 2021, the Group capitalized RMB35,491 and nil of gross interest expenses, respectively. Government grants related to capitalized interest expense were accounted for as a reduction of such amounts capitalized in connection with the construction of the manufacturing plants. The benefits of these grants will be reflected through reduced depreciation charges over the useful lives of these assets. Government grants relating to expensed interests are recognized as a liability if received in advance (of the incurrence of the interest expense). Such amounts, when recognized, will reduce the respective interest expenses to which the government grants relate. Vehicles represent the rides-qualified vehicles operated by the Group for ride hailing services, certain vehicles under operating lease arrangements with customers, and the vehicles used for the Group’s daily internal operations. The accumulated impairment loss was RMB90,670 and RMB93,786 as of June 30, 2022 and December 31, 2021, respectively, primarily due to the upgrade of the G3 in 2020 and the G3i in 2021.
56 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 10. Intangible Assets, Net Intangible assets, net consisted of the following: As of June 30, 2022 As of December 31, 2021 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount amortization Impairment Amount Amount amortization Amount RMB RMB RMB RMB RMB RMB RMB Finite-lived intangible assets Software(iii) 177,302 (68,381) (22,875) 86,046 158,589 (55,052) 103,537 License of maintenance and overhauls 2,290 (2,290) — — 2,290 (2,290) — Total finite-lived intangible assets 179,592 (70,671) (22,875) 86,046 160,879 (57,342) 103,537 Indefinite-lived intangible assets Manufacturing license(i) 494,000 — — 494,000 494,000 — 494,000 Surveying and mapping qualification(ii) 250,000 — — 250,000 250,000 — 250,000 License plates 32,907 — — 32,907 31,187 — 31,187 Total indefinite-lived intangible assets 776,907 — — 776,907 775,187 — 775,187 Total intangible assets 956,499 (70,671) (22,875) 862,953 936,066 (57,342) 878,724 The Group recorded amortization expenses of RMB13,329 and RMB12,098 for the six months ended June 30, 2022 and 2021, respectively.
2 0 2 2 INTERIM REPORT 57 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 10. Intangible Assets, Net (continued) (i) In March 2020, the Group acquired a 100% equity interest in a company (the “Acquiree”) for a cash consideration of RMB510 million. Shortly thereafter, in June 2020, the Acquiree was sold for RMB16 million in cash. The net consideration of RMB494 million was allocated to the manufacturing license which was the principal asset of the Acquiree and eventually retained by the Group after the sale. This transaction was structured and accounted for as an asset acquisition, where the retained asset constituted substantially the Acquiree’s value and has an indefinite life (under PRC regulations the license does not have a prescribed period for valid use). No impairment was recognized for the license as of June 30, 2022 and December 31, 2021. (ii) Acquisition of the 100% equity interest in Zhipeng Kongjian On May 20, 2021, the Group entered into a restructuring agreement to acquire 100% of the equity interests of Zhipeng Kongjian at a cash consideration of RMB250 million during the bankruptcy procedures undertaken by Zhipeng Kongjian. Subsequently, Zhipeng Kongjian became a subsidiary of a VIE of the Group through a series of arrangements made (Note 1(c)). Zhipeng Kongjian is primarily engaged in the operations of land surface mobile surveying and preparing true three-dimensional maps and navigation electronic maps and it possesses a surveying and mapping qualification certificate. Upon completion of the acquisition on June 23, 2021, the consideration of RMB250 million was mainly allocated to the surveying and mapping qualification certificate (an intangible asset) since other assets retained by Zhipeng Kongjian were immaterial, and the acquisition was determined to be an asset acquisition for accounting purposes. The useful life of this certificate is assessed as indefinite as it is expected that there is no difficulty for the Group to continually renew the valid period of the qualification under the relevant PRC laws and regulations. No impairment was recognized for the certificate as of June 30, 2022 and December 31, 2021. (iii) A full impairment loss of RMB22,875 was recognized for the six months ended June 30, 2022, primarily due to the phase out of certain software.
58 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 11. Land Use Rights, Net Land use rights and related accumulated amortization consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Land use rights 2,408,866 620,065 Less: Accumulated amortization (50,932) (24,594) Total land use rights, net 2,357,934 595,471 For the six months ended June 30, 2022 and 2021, the Group acquired land use rights of RMB1,788,801 and RMB134,168, respectively, to build plants and buildings in Zhaoqing and Guangzhou of the Guangdong province, and Wuhan of the Hubei province, the PRC, for its manufacturing of vehicles and daily operation. The Group recorded amortization expenses for land use rights of RMB26,338 and RMB3,796 for the six months ended June 30, 2022 and 2021, respectively. 12. Installment Payment Receivables, Net Installment payment receivables relating to installment payments for vehicles and batteries from customers consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Current portion of installment payment receivables, net 1,142,991 887,202 Non-current portion of installment payment receivables, net 2,132,932 1,863,492 Total 3,275,923 2,750,694 The Group recognized interest income resulting from installment payment sales of RMB93,261 and RMB29,800 for the six months ended June 30, 2022 and 2021, respectively.
2 0 2 2 INTERIM REPORT 59 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 12. Installment Payment Receivables, Net (continued) As of June 30, 2022, an allowance for credit losses of RMB69,756 had been provided for the current portion of installment payment receivables of RMB1,168,187 and long-term portion of installment payment receivables of RMB2,177,492. As of December 31, 2021, an allowance for credit losses of RMB51,131 had been provided for the current portion of installment payment receivables of RMB905,435 and long-term portion of installment payment receivables of RMB1,896,390. Payment maturity analysis of installment payment receivables for vehicles and batteries for each of the next five years and thereafter, and a reconciliation of the gross receivables to the present value are as follows: As of June 30, 2022 RMB Within 1 year 1,324,039 Between 1 and 2 years 1,072,468 Between 2 and 3 years 691,085 Between 3 and 4 years 466,849 Between 4 and 5 years 182,596 Thereafter 4,177 Total receivables of installment payments 3,741,214 Less: Unrealized finance income (395,535) Installment payment receivables, gross 3,345,679 Less: Allowance for installment payment receivables (69,756) Installment payment receivables, net 3,275,923
60 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 13. Other Non-current Assets Other non-current assets consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Long-term deposits(i) 113,494 128,791 Prepayments for purchase of property and equipment 50,042 20,888 Prepayment for purchase of land use rights(ii) — 1,507,170 Prepayments for subscription of equity securities (Note 14(ii)) — 50,000 Others 60,948 23,637 Total 224,484 1,730,486 (i) Long-term deposits primarily consist of deposits for offices and retail and service centers whose lease expiration dates are not within one year. (ii) As of December 31, 2021, prepayment for purchase of land use rights represents the cash consideration paid to acquire the land use rights for the construction of certain buildings. Subsequently, the balance was transferred and recorded as a land use right asset after the relevant legal certificate was obtained in January 2022.
2 0 2 2 INTERIM REPORT 61 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 14. Long-Term Investments Long-term investments consisted of the following: Equity Equity investments investments without readily with readily determinable determinable Debt Equity method fair values(i) fair values investments investments Total RMB RMB RMB RMB RMB Balance at December 31, 2020 1,000 — — — 1,000 Additions 44,451 — — — 44,451 Foreign currency translation (622) — — — (622) Balance at June 30, 2021 44,829 — — — 44,829 Equity Equity investments investments without readily with readily determinable determinable Debt Equity method fair values(i) fair values(ii) investments(iii) investments(v) Total RMB RMB RMB RMB RMB Balance at December 31, 2021 210,354 — 1,338,822 — 1,549,176 Additions — 50,000 115,000 316,187 481,187 Fair value change through earnings 8,210 (9,737) 147 — (1,380) Share of results of — — — equity method investees (3,363) (3,363) Disposals (Note 25) — — (100,000) — (100,000) Foreign currency translation 1,022 — 63,723 17,265 82,010 Balance at June 30, 2022 219,586 40,263 1,417,692 330,089 2,007,630
62 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 14. Long-Term Investments (continued) (i) Equity investments without readily determinable fair values Investment in Dogotix Inc. (“Dogotix”) Dogotix is a company incorporated in the Cayman Islands with limited liability and is mainly engaged in research and development of robots with human-robot interaction function. In April 2021, the Group acquired minority preferred equity interests of Dogotix, a related party of the Group, for a total cash consideration of RMB19,900 during Dogotix’s Angel round of fund raising. The equity interests were not considered to be in-substance common stock as the preferred stock has substantive liquidation preference over the investee’s common stock. The investment is considered as equity securities that do not have readily determinable fair values given that it is a privately held company. Accordingly, the Group elected to use the measurement alternative under ASC 321 to measure such investment. Other equity investments In December 2021, the Group acquired minority common equity interests of a company, engaged in manufacturing of batteries for new energy vehicles for a total cash consideration of RMB190,000. The equity interests in common stock do not have readily determinable fair values because the investee is a privately held company. Accordingly, the Group elected to use the measurement alternative under ASC 321 to measure such investment. (ii) Equity investments with readily determinable fair values In December 2021, the Group prepaid RMB50,000 as a subscription for a minority equity interest in common shares of a company engaged in research, development, production and sales of semiconductors, which was converted into common shares in January 2022. The minority equity interests in common shares have readily determinable fair values because the investee is a listed company and the Group does not have the ability to exercise significant influence over this investment. Accordingly, the Group accounted for it at fair value based on the quoted prices in active markets.
2 0 2 2 INTERIM REPORT 63 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 14. Long-Term Investments (continued) (iii) Debt investments Investment in HT Flying Car Inc. (“Huitian”) Huitian is a company incorporated in the Cayman Islands with limited liability and is mainly engaged in research, development, production and sales of flying vehicles. In January 2021, the Group acquired minority preferred equity interests of Huitian (“Huitian’s Series Angel preferred shares”), a related party of the Group, for a total consideration of RMB24,551 during Huitian’s Angel round of fund raising. The equity interests were not considered to be in-substance common stock as the preferred stock has substantive liquidation preference over the investee’s common stock. Huitian’s Series Angel preferred shares investment are considered equity securities that do not have readily determinable fair values given that it is a privately held company. Accordingly, upon the acquisition of the minority preferred equity interests of Huitian, the Group elected to use the measurement alternative under ASC 321 to measure such investment. In October 2021, the Group further invested US$90,000, equivalent to RMB574,146 as of the injection date, into Huitian during Huitian’s A round of fund raising. Among this investment, US$70,000 was in form of preferred shares (“Huitian’s Series A preferred shares”) and US$20,000 was in form of a convertible bond. Concurrently, Huitian’s Series Angel preferred shares previously acquired by the Group in January 2021 were modified to align with the terms of the newly invested Huitian’s Series A preferred shares. The Group concluded that both Huitian’s Series Angel and Series A preferred shares investment are debt securities since Huitian’s Series Angel (with now modified terms) and Series A preferred shares held by the Group are redeemable merely by the passage of time and redeemable at the option of the Group. In anticipation of the change in accounting model applicable to Huitian’s Series Angel preferred shares as a result of the modification, the Group opted to change its measurement accounting policy relating to Huitian’s Series Angel preferred shares as permitted by ASC 321, and elected to measure the original Huitian’s Series Angel preferred shares at fair value immediately before the modification (discussed in the preceding paragraph). The difference of RMB591,506 between the carrying value and the fair value of Huitian’s Series Angel preferred shares immediately before the modification was recognized in earnings. The Group then reclassified Huitian’s Series Angel preferred shares from equity securities to debt securities upon the modification. The modified Huitian’s Series Angel preferred shares investment together with the new Series A preferred shares investment will be measured on an ongoing basis at fair value with changes recognized in earnings. In addition, the convertible bond (acquired in October 2021) held by the Group in Huitian was also accounted for under the fair value option model. Investment in Dogotix In October 2021, the Group acquired Dogotix’s convertible bonds in the amount of US$6,440 (equivalent to RMB41,258 as of injection date) and elected to account for this investment at fair value option model.
64 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 14. Long-Term Investments (continued) (iii) Debt investments (continued) Other principal debt investments In December 2021, the Group acquired minority preferred equity interests of a company engaged in research, development, production and sales of LiDAR for a total cash consideration of RMB100,000. The preferred shares held by the Group are debt securities as they become redeemable merely by the passage of time and is redeemable at the option of the Group as a holder. Accordingly, the Group elected to account for this investment under the fair value option model. Subsequently, during the six months ended June 30, 2022, the Group disposed of this debt investment for a cash consideration of RMB100,000 to a related party (Note 25(3)). In January 2022, the Group acquired minority preferred equity interests of a company engaged in research, development , production and sales of semiconductors for a total cash consideration of RMB65,000. In April 2022, the Group acquired minority preferred equity interests of a company engaged in research, development, production and sales of batteries for new energy vehicles for a total cash consideration of RMB50,000. The preferred shares held by the Group in connection with each investment become redeemable merely by the passage of time and are redeemable at the option of the Group as a holder. Accordingly, the Group elected to account for these investments under the fair value option model. (iv) Equity Method Investments In March 2022, the Company and other third party investors jointly set up an offshore investment fund (“Fund”), named Rockets Capital L.P, for the purpose of making investments in companies and businesses engaging in high technology sectors. The Company subscribed for commitment of US$150,000 and initially invested consideration of US$49,786 (equivalent to RMB316,187) into the Fund and currently holds a 73.2% financial interest in the Fund as a limited partner while the other 26.8% in financial interest are held by other third party investors as of June 30, 2022. Based on the Company’s assessment under ASC 810-10-15-14, the investment fund (a limited partnership) is considered to be a VIE for accounting purposes. The Company does not possess the power to direct activities of the Fund that would mostly impact its economics performance, therefore, the Company is not considered the primary beneficiary of the investment. As a result, the Company accounts for its 73.2% financial interest in the Fund using the equity method of accounting pursuant to ASC 323-30 considering that the Company has significant influence over the operating and investing activities of the Fund.
2 0 2 2 INTERIM REPORT 65 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 15. Accounts and Notes Payable As of As of June 30, December 31, 2022 2021 RMB RMB Accounts payable 9,131,697 7,374,571 Notes payable 6,359,586 4,987,615 Total 15,491,283 12,362,186 The Group normally receives credit terms of 0 days to 90 days from its suppliers. An aging analysis of accounts payable based on the relevant invoice dates is as follows: As of As of June 30, December 31, 2022 2021 RMB RMB 0–3 months 7,015,247 6,566,301 3–6 months 1,767,329 655,640 6–12 months 266,651 81,665 Over 1 year 82,470 70,965 Total 9,131,697 7,374,571 An aging analysis of notes payable based on the relevant issuance dates is as follows: As of As of June 30, December 31, 2022 2021 RMB RMB 0–3 months 3,137,923 2,527,938 3–6 months 3,168,937 2,414,955 6–12 months 52,726 44,722 Total 6,359,586 4,987,615
66 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 16. Accruals and Other Liabilities Accruals and other liabilities consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Payables for purchase of property, plant and equipment 1,095,358 843,732 Payables for R&D expenses 1,059,620 939,488 Employee compensation payable 690,656 810,730 Accrued expenses 431,104 364,647 Payables for marketing events 409,056 679,120 Deposits from third parties 268,282 241,468 Taxes payable 173,793 73,755 Warranty provisions 172,020 105,068 Advance from customers 137,952 208,281 Debt from a third party investor(i) 108,556 106,596 Interest payables 30,351 54,191 Refundable deposit from customers 24,131 18,752 Derivative liabilities (Note 5) — 48,605 Others 389,915 316,674 Total 4,990,794 4,811,107 Accrued expenses primarily included receipts of goods and services that the Group had not been invoiced yet. As the Group are invoiced for these goods and services, this balance will decrease and accounts payable will increase.
2 0 2 2 INTERIM REPORT 67 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 16. Accruals and Other Liabilities (continued) (i) On September 19, 2019, the Group entered into a partnership agreement with Guangzhou Industrial Transformation and Upgrading Development Fund Co., Limited (“Industrial Fund”) and Shenzhen Antuo Hengyuan Fund management Co., Limited (“Shenzhen Antuo”) to set up a limited liability partnership entity (the “Kunpeng Kechuang LLP”). Industrial Fund and Shenzhen Antuo subscribed for RMB98,000 and RMB10 paid in capital in Kunpeng Kechuang LLP in return for 24.5% and 0.0025%, of the interests in the partnership, respectively. On October 22, 2019 and October 24, 2019, Industrial Fund and Shenzhen Antuo injected RMB98,000 and RMB10 in cash to Kunpeng Kechuang LLP, respectively. Pursuant to the investment agreement, Industrial Fund and Shenzhen Antuo do not have substantive participating rights in Kunpeng Kechuang LLP nor they are able to transfer their interests in Kunpeng Kechuang LLP to other third party. In addition, at any time within three years, the Group is entitled to, upon its request or is obligated to, or upon Industrial Fund’s request, to purchase from Industrial Fund all of its interests in Kunpeng Kechuang LLP at its investment amount paid plus interest calculated at the current annual interest rate of the 3-year Treasury Bond in the PRC. Upon the exit of Industrial Fund, Kunpeng Kechuang LLP will be dissolved and Shenzhen Antuo will be entitled to its investment amount paid amounted to RMB10. Based on such arrangements, the Group consolidates Kunpeng Kechuang LLP. The investments by Industrial Fund and Shenzhen Antuo are accounted for as a liability because liability classification is required when the Group enters into a purchased call and written put with the third party investor, and the put and call have the same fixed exercise price and exercise date. The interest payable for the investment by Industrial Fund calculated at the current annual interest rate of the 3-year Treasury Bond in the PRC amounted to RMB10,546 as of June 30, 2022.
68 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 17. Borrowings Borrowings consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Current Short-term borrowings: Bank loans(i) 500,000 —Current portion of Asset-backed securities(iii) 296,681 — Total current borrowings 796,681 — Non-Current Long-term borrowings: Bank loans(ii) 2,411,534 1,575,106 Other loans(ii) 100,000 100,000 Asset-backed securities(iii) 98,712 — Total non-current borrowings 2,610,246 1,675,106 Total borrowings 3,406,927 1,675,106 (i) Short-term bank loans As of June 30, 2022, the Group had short-term borrowings from one bank of RMB500,000 in aggregate. The effective interest rate of these borrowings is 3.10% per annum. As of December 31, 2021, the Group had no short-term borrowings.
2 0 2 2 INTERIM REPORT 69 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 17. Borrowings (continued) (ii) Long-term bank and other loans In May 2017, Zhaoqing XPeng obtained a facility, specified for financing the expenditures of the construction of Zhaoqing manufacturing plant, of up to RMB1,600,000 from Zhaoqing High-tech Zone Construction Investment Development Co., Ltd. (“Zhaoqing High-tech Zone”). In December 2020, RMB800,000 out of the RMB1,600,000 borrowings from Zhaoqing High-tech Zone was repaid and concurrently a borrowing equivalent to RMB800,000 was obtained from a bank in the PRC, with a maturity date from December 18, 2020 to December 17, 2028. As of June 30, 2022 and December 31, 2021, the effective interest rate of the RMB800,000 loans from Zhaoqing High-tech Zone and the RMB800,000 bank loans was 4.90% and 4.98% per annum, respectively. For the remaining RMB800,000 loans from Zhaoqing High-tech Zone, RMB200,000 will mature on January 31, 2027 and RMB600,000 will mature on January 31, 2028. Moreover, the Group received subsidies from the local government for interest expenses incurred associated with the borrowings. For the six months ended June 30, 2022 and 2021, upon the acceptance of subsidy application by the local government, the Group recognized the subsidies to reduce the related interest expenses as incurred, if any. As of June 30, 2022, the principal amount of RMB700,000 loans due to Zhaoqing High-tech Zone and RMB12,000 of the bank loans had been repaid before the original due date. As a result, the balance of the loans due to Zhaoqing High-tech Zone amounted to RMB100,000 and the bank loans amounted to RMB788,000 as of June 30, 2022. In July 2021, Guangzhou Xiaopeng New Energy obtained a facility, specified for financing the expenditures of the construction of Guangzhou manufacturing plant, of up to RMB1,120,000 from a bank in the PRC. As of June 30, 2022, RMB567,814 had been drawn from the bank with an effective interest rate of 5.39% per annum. For the six months ended June 30, 2022, the Group recognized the subsidies to reduce the interest expenses capitalized in the construction costs of Guangzhou manufacturing plant, upon the acceptance of subsidy application by the local government, if any. In September 2021, Xiaopeng Automobile Central China (Wuhan) Co., Ltd. obtained a facility, specified for financing the expenditures of the construction of Wuhan manufacturing plant, of up to RMB3,000,000 from a syndicate of banks in the PRC. As of June 30, 2022, RMB1,055,720 had been drawn from the banks with an effective interest rate of 4.64% per annum. For the six months ended June 30, 2022, the Group recognized the subsidies to reduce the interest expenses capitalized in the construction costs of Wuhan manufacturing plant, upon the acceptance of subsidy application by the local government, if any. Certain of the Group’s banking facilities are subject to the fulfillment of certain financial covenants, including the current ratio and liabilities to assets ratio tests, which are commonly found in lending arrangements with financial institutions. If the Group were to breach the covenants, the drawn down facilities would become payable on demand. The Group regularly monitors its compliance with these covenants. As of June 30, 2022 and December 31, 2021, none of the covenants relating to drawn down facilities had been breached. Certain long-term bank loans are collateralized by a pledge of certain buildings and land use rights in the PRC with carrying values of RMB867,271 and RMB887,687 as of June 30, 2022 and December 31, 2021, respectively.
70 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 17. Borrowings (continued) (iii) Asset-backed securities In February 2022, the Group entered into asset-backed securitization arrangements with third-party financial institutions and set up a securitization vehicle to issue senior debt securities to third party investors, which are collateralized by installment payment receivables (the “transferred financial assets”). The Group also acts as a servicer to provide management, administration and collection services on the transferred financial assets and has the power to direct the activities that most significantly impact the securitization vehicle. The economic interests are retained by the Group in the form of subordinated interests as well as its obligation to absorb losses under certain circumstances. As a result, the Group consolidated the securitization vehicle. The proceeds from the issuance of debt securities are reported as securitization debt. The securities are repaid as collections on the underlying collateralized assets occur and the amounts are included in “Current portion of long-term borrowings” or “Long-term borrowings” according to the contractual maturities of the debt securities. As of June 30, 2022, the balance of current and non-current portion of asset-backed securities are RMB296,681 and RMB98,712, respectively. The carrying value of the borrowings approximates its fair value as of June 30, 2022 and December 31, 2021. The interest rates under the loan agreements with the banks were determined based on the prevailing interest rates in the market. The Group classifies the valuation techniques that use these inputs as Level II. 18. Other Non-Current Liabilities Other non-current liabilities consisted of the following: As of As of June 30, December 31, 2022 2021 RMB RMB Debt from third party investors(i) 1,732,362 1,708,062 Government grants 303,267 174,005 Warranty provisions(ii) 372,391 266,072 Total 2,408,020 2,148,139
2 0 2 2 INTERIM REPORT 71 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 18. Other Non-Current Liabilities (continued) (i) The debt from third party investors consisted of the following three financing arrangements. 1) Financing in an amount of RMB160 million from Guangzhou GET Investment Holdings Co., Ltd. (“Guangzhou GET Investment”) In December 2020, Chengxing and Guangzhou Xiaopeng Automotive Investment Co., Ltd. (“Guangzhou Xiaopeng Investment”), subsidiaries of the Group, entered into a partnership agreement with Guangzhou GET Investment to set up a limited liability partnership entity (the “Kunpeng Chuangye LLP”) whose operating period is designed for 9 years since the date of the registration of its business license. Chengxing, Guangzhou Xiaopeng Investment and Guangzhou GET Investment subscribed for RMB200,000, RMB10 and RMB160,000 paid in capital in Kunpeng Chuangye LLP in return for 55.5540%, 0.0028% and 44.4432% of the equity interests, respectively. The consideration of RMB160 million was paid by Guangzhou GET Investment to Kunpeng Chuangye LLP in January 2021. Pursuant to the investment agreement, Guangzhou GET Investment does not have substantive participating rights in Kunpeng Chuangye LLP nor it is not able to transfer their interest in Kunpeng Chuangye LLP to other third party. During the 9-year operating period of Kunpeng Chuangye LLP, Guangzhou GET Investment is only entitled to interest calculated at an interest rate of 4% per annum based on its investment amount RMB160,000 in Kunpeng Chuangye LLP. Upon liquidation, if any, at any time within 9 years or at the due date of the 9-year operating period, Guangzhou GET Investment will be entitled to and only entitled to its investment amount amounting to RMB160,000. If Kunpeng Chuangye LLP failed to pay the investment amount RMB160,000 or the interest calculated at an interest rate of 4% per annum to Guangzhou GET Investment, Chengxing, also guaranteed by Xiaopeng Technology, will be liable for the unpaid amounts. Based on these arrangements, the Group consolidates Kunpeng Chuangye LLP via its subsidiaries Chengxing and Guangzhou Xiaopeng Investment. The investment held by Guangzhou GET Investment is accounted for as a liability with interest expenses amortized through the period given the risks and rewards of owning 44.4432% of equity interests in Kunpeng Chuangye LLP have been retained by the Group and the substance of the transaction is that Guangzhou GET Investment is providing financing to the Group via Kunpeng Chuangye LLP. The interest payable for the investment by Guangzhou GET Investment was calculated at an interest rate of 4% per annum and it amounted to RMB3,033 as of June 30, 2022 after RMB6,400 was repaid before the original due date.
72 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 18. Other Non-Current Liabilities (continued) (i) The debt from third party investors consisted of the following three financing arrangements (continued): 2) Financing in an amount of RMB500 million from Guangdong Yuecai Industry Investment Fund Partnership (Limited Partnership) (“Guangdong Utrust”) Pursuant to the share purchase agreement, dated March 12, 2021, signed among Chengxing, Chengxing’s shareholders (i.e. Guangdong Xiaopeng Motors Technology Co., Ltd. and Guangdong Xiaopeng Automobile Industry Holdings Co., Ltd., both of which are wholly owned subsidiaries of the Company) and Guangdong Utrust, Guangdong Utrust subscribed for common stock newly issued by Chengxing at a consideration of RMB500 million. Immediately after the share subscription, Guangdong Utrust began to hold 0.3067% of equity interest in Chengxing. The consideration of RMB500 million was paid by Guangdong Utrust on March 16, 2021 (“Initial Capital Injection Date of Guangdong Utrust”). Pursuant to the terms of the investment agreement, conditional upon any entity affiliated with Chengxing being granted a public offering approval by any stock exchange (“Relevant Listing Approval”) within 3 years after the Initial Capital Injection Date of Guangdong Utrust, Guangdong Utrust is entitled to request Guangdong Xiaopeng Motors Technology Co., Ltd. to purchase the shares of Chengxing held by it for cash, such that it could choose to use any part of the relevant funds, subject to the consent of Guangdong Xiaopeng Motors Technology Co., Ltd., to participate in the international placing tranche of such public offering. Under the share purchase agreement, no guaranteed allocation of such public offering shares will be granted to Guangdong Utrust. The amount to be paid by Guangdong Xiaopeng Motors Technology Co., Ltd. for such purchase is to be calculated with reference to the consideration paid by Guangdong Utrust, i.e. RMB500 million and an interest at a rate of 6% or 3% per annum which may apply to the entire RMB500 million, or a portion thereof, pursuant to the terms of the share purchase agreement. Upon the third anniversary of the Initial Capital Injection Date of Guangdong Utrust, if Guangdong Utrust, Guangdong Xiaopeng Motors Technology Co., Ltd. and Chengxing fail to reach an agreement on the terms of such public offering arrangement or no relevant entity has obtained the Relevant Listing Approval, Guangdong Xiaopeng Motors Technology Co., Ltd. is entitled to request Guangdong Utrust to sell, or Guangdong Utrust is entitled to request Guangdong Xiaopeng Motors Technology Co., Ltd. to purchase, the common stock in Chengxing held by Guangdong Utrust at a price of RMB500 million plus interest calculated at an interest rate of 3% per annum. In addition, pursuant to the terms of the arrangement, Guangdong Utrust does not have substantive participating rights in Chengxing. The investment by Guangdong Utrust is accounted for as a liability with interest expenses amortized through the period as the risks and rewards of owning the 0.3067% of equity interest in Chengxing have been retained by the Group and the substance of the transaction is that Guangdong Utrust is providing financing to Chengxing. On June 11, 2021, Guangdong Utrust notified Chengxing that it irrevocably undertakes not to exercise the rights under the share purchase agreement to request Guangdong Xiaopeng Motors Technology Co., Ltd. to purchase the shares of Chengxing held by it in connection with the proposed listing of the Company on the Stock Exchange. The interest payable for the investment by Guangdong Utrust was calculated at an interest rate of 3% per annum and it amounted to RMB19,356 as of June 30, 2022.
2 0 2 2 INTERIM REPORT 73 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 18. Other Non-Current Liabilities (continued) (i) The debt from third party investors consisted of the following three financing arrangements (continued): 3) Financing in an amount of RMB1,000 million from Guangzhou GET Investment Pursuant to the share purchase agreement, dated March 30, 2021, signed among Chengxing, Chengxing’s shareholders and Guangzhou GET Investment, Guangzhou GET Investment subscribed for common stock newly issued by Chengxing at a consideration of RMB1,000 million. Immediately after the share subscription, Guangzhou GET Investment began to hold 1.0640% of equity interest in Chengxing. The consideration of RMB1,000 million was paid by Guangzhou GET Investment on March 31, 2021 (“Initial Capital Injection Date of Guangzhou GET Investment”). Pursuant to the terms of the agreement, conditional upon the disclosure of any plan of any potential onshore listing by any entity affiliated with Chengxing on any stock exchange in the PRC within 5 years after the Initial Capital Injection Date of Guangzhou GET Investment, Guangzhou GET Investment is entitled to request Guangdong Xiaopeng Motors Technology Co., Ltd. to purchase the shares of Chengxing held by it for cash, such that it could use the relevant funds to participate in such potential onshore public offering. Under the share purchase agreement, no guaranteed allocation of such public offering shares will be granted to Guangzhou GET Investment. The amount to be paid by Guangdong Xiaopeng Motors Technology Co., Ltd. for such purchase is to be calculated with reference to the consideration paid by Guangzhou GET Investment, i.e. RMB1,000 million and an interest at a rate of 4% or 6% per annum pursuant to the terms of the share purchase agreement. Upon the fifth anniversary of the Initial Capital Injection Date of Guangzhou GET Investment, if Guangzhou GET Investment, Guangdong Xiaopeng Motors Technology Co., Ltd. and Chengxing fail to reach an agreement on the terms of such potential onshore listing in the PRC, or such relevant entity cannot successfully become listed in the PRC, Guangdong Xiaopeng Motors Technology Co., Ltd. is entitled to request Guangzhou GET Investment to sell, or Guangzhou GET Investment is entitled to request Guangdong Xiaopeng Motors Technology Co., Ltd. to purchase, the common stock in Chengxing held by Guangzhou GET Investment at a price of RMB1,000 million plus interest calculated at the rate of 4% per annum. In addition, pursuant to the terms of the arrangement, Guangzhou GET Investment does not have substantive participating rights in Chengxing. The investment by Guangzhou GET Investment is accounted for as a liability with interest expenses amortized through the period as the risks and rewards of owning the 1.0640% of equity interest in Chengxing have been retained by the Group and the substance of the transaction is that Guangzhou GET Investment is providing financing to Chengxing. The interest payable for the investment by Guangzhou GET Investment was calculated at an interest rate of 4% per annum and it amounted to RMB49,973 as of June 30, 2022.
74 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 18. Other Non-Current Liabilities (continued) (ii) Movement of accrued warranty is as following: For the Six Months Ended June 30, 2022 2021 RMB RMB Accrued warranty — beginning of the period 371,140 111,351 Warranty costs incurred (12,133) (24,232) Provision for warranty 185,404 99,840 Accrued warranty — end of the period 544,411 186,959 Less: Current portion of warranty (172,020) (53,701) Non-current portion of warranty 372,391 133,258 19. Revenues Revenues by source consisted of the following: For the Six Months Ended June 30, 2022 2021 RMB RMB Vehicle sales — At a point in time 13,937,312 6,394,711 Services and others — At a point in time 613,789 201,954 — Over time 340,182 115,540 Total 14,891,283 6,712,205
2 0 2 2 INTERIM REPORT 75 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 20. Deferred Revenue The following table shows a reconciliation in the current reporting period related to carried-forward deferred revenue: For the Six Months Ended June 30, 2022 2021 RMB RMB Deferred revenue — beginning of the period 897,288 308,384 Additions 13,643,728 6,083,247 Recognition (13,529,517) (5,902,092) Deferred revenue — end of the period 1,011,499 489,539 Deferred revenue represents the transaction price allocated to the performance obligations that are not yet satisfied, which primarily arises from the undelivered vehicles, charging piles, free battery charging within 4 years or 100,000 kilometers, the extended lifetime warranty, option between household charging pile and charging card, services of lifetime free battery charging in XPeng-branded charging station, lifetime warranty of battery as well as vehicle internet connection services, with unrecognized deferred revenue balance of RMB1,011,499 and RMB897,288 as of June 30, 2022 and December 31, 2021, respectively. The Group expects that 36% of the transaction price allocated to unsatisfied performance obligations which were accounted for as deferred revenue as of June 30, 2022 will be recognized as revenue during the period from July 1, 2022 to June 30, 2023. The remaining 64% will be substantially recognized during the period from July 1, 2023 to March 31, 2032.
76 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 21. Ordinary Shares As of December 31, 2020, 971,341,066 Class A ordinary shares had been issued, 928,296,786 Class A ordinary shares outstanding, 429,846,136 Class B ordinary shares and 178,618,464 Class C ordinary shares had been issued and outstanding. The Group issued 35,868,362 Class A ordinary shares for the year ended December 31, 2021, out of which, 26,471,648 Class A ordinary shares are outstanding and transferred to employees for the vested RSUs and 9,396,714 Class A ordinary shares are treasury shares held by XPeng Inc. XPeng Inc. and XPeng Fortune Holding Limited transferred 7,804,566 and 32,764,738 Class A treasury shares to employees for the vested RSUs for the year ended December 31, 2021, respectively. The Company completed its Global Offering, including the Hong Kong Public Offering and the International Offering, on July 7, 2021. In connection with the Global Offering, 97,083,300 new Class A ordinary shares of the Group were issued and allotted at the offer price of HKD165 per Class A ordinary share. All Class B ordinary shares held by Mr. Tao He and all Class C ordinary shares were converted into Class A ordinary shares on a one-on-one basis upon the completion of the Global Offering. As of December 31, 2021, 1,302,911,192 Class A ordinary shares had been issued, 1,291,039,502 Class A ordinary shares outstanding, 409,846,136 Class B ordinary shares and nil Class C ordinary shares had been issued and outstanding. The Group issued 7,885,864 Class A ordinary shares for the six months ended June 30, 2022, out of which, 1,555,380 Class A ordinary shares are outstanding and transferred to employees for the vested RSUs and 6,330,484 Class A ordinary shares are treasury shares held by XPeng Inc. XPeng Inc. and XPeng Fortune Holding Limited transferred 1,733,312 and 4,447,894 Class A treasury shares to employees for the vested RSUs for the six months ended June 30, 2022, respectively. As of June 30, 2022, 1,310,797,056 Class A ordinary shares had been issued, 1,298,776,088 Class A ordinary shares outstanding, 409,846,136 Class B ordinary shares and nil Class C ordinary shares had been issued and outstanding.
2 0 2 2 INTERIM REPORT 77 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 22. Share-based Compensation One RSU represents a right relating to one class A ordinary share of the Group with a par value of US$0.00001 per share. The RSUs primarily include both service and performance conditions. For service condition, vesting schedules include: (i) 25% of the RSUs shall become vested on each anniversary of the vesting commencement date for four years thereafter; (ii) 40% of the RSUs shall become vested on the grant date and 15% of the RSUs become vested on each anniversary of the vesting commencement date for four years thereafter; (iii) 85% of the RSUs shall become vested on the grant date and 3.75% of the RSUs become vested on each anniversary of the vesting commencement date for four years thereafter; (iv) 25% of the RSUs shall become vested on the first anniversary of the vesting commencement date, and the remaining 75% of the RSUs shall become vested in equal installments on each quarterly anniversary of the vesting commencement date for three years thereafter. In addition to the services condition, employees are also required to provide continued service through the satisfaction of the occurrence of Liquidity Event that occurs within seven or ten years after the vesting commencement date. If no Liquidity Event occurs prior to the seventh or tenth anniversary of the vesting commencement date, all RSUs, even those for which the service condition has been satisfied, shall be forfeited. The RSUs granted prior to the completion of the IPO are measured at the grant date fair value of the awards and recognized as expenses using graded vesting method, net of estimated forfeitures, if any, over the requisite service period. Subsequent to the completion of the IPO, the Group granted RSUs with only a service condition to employees and the RSUs would be vested on a straight-line basis over the requisite service period.
78 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 22. Share-based Compensation (continued) Activities of the Group’s RSUs for the six months ended June 30, 2022 and 2021 were as follow: Weighted Number of average restricted grant-date share units fair value RMB Outstanding as of December 31, 2021 33,860,228 38.75 Granted 15,606,006 101.04 Vested (7,727,514) 23.46 Forfeited (3,658,839) 81.68 Outstanding as of June 30, 2022 38,079,881 63.57 Expected to vest as of June 30, 2022 35,033,490 Weighted Number of average restricted grant-date share units fair value RMB Outstanding as of December 31, 2020 48,288,134 14.20 Granted 4,170,350 130.50 Vested (7,893,387) 5.51 Forfeited (1,369,178) 29.40 Outstanding as of June 30, 2021 43,195,919 27.50 Expected to vest as of June 30, 2021 39,740,245 Share-based compensation expenses amounting to RMB409,008 and RMB188,429 were recognized for RSUs for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, there was RMB1,541,839 of unrecognized compensation expense relating to the RSUs. The expense is expected to be recognized over a weighted average period of 2.03 years. For the six months ended June 30, 2022 and 2021, 9,072 and nil RSUs with no condition were granted to the Company’s independent directors and the RSUs were vested upon granted.
2 0 2 2 INTERIM REPORT 79 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 23. Taxation Composition of income tax expenses for the periods presented are as follows: For the Six Months Ended June 30, 2022 2021 RMB RMB Current income tax expenses 14,159 —Deferred income tax expenses — — Income tax expenses 14,159 — 24. Loss Per Share Basic loss per share and diluted loss per share have been calculated in accordance with ASC 260 on computation of earnings per share for the six months ended June 30, 2022 and 2021 as follows: For the Six Months Ended June 30, 2022 2021 RMB RMB Numerator: Net loss (4,401,649) (1,981,130) Net loss attributable to ordinary shareholders of XPeng Inc. (4,401,649) (1,981,130) Denominator: Weighted average number of ordinary shares outstanding — basic and diluted 1,705,649,044 1,589,568,703 Basic and diluted net loss per share attributable to ordinary shareholders of XPeng Inc. (2.58) (1.25) For the six months ended June 30, 2022 and 2021, the Company had potential ordinary shares, including non-vested RSUs granted. As the Group incurred losses for the six months ended June 30, 2022 and 2021, these potential ordinary shares were anti-dilutive and excluded from the calculation of diluted net loss per share of the Company. The weighted-average numbers of non-vested RSUs excluded from the calculation of diluted net loss per share of the Company were 41,089,760 and 47,316,892 as of June 30, 2022 and 2021, respectively.
80 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 25. Related parties The principal related parties with which the Group had transactions during the periods presented are as follows: Name of Entity or Individual Relationship with the Company Mr. Xiaopeng He Principal Shareholder of the Company, Chairman of the Board and Chief Executive Officer Mr. Hongdi Brian Gu Honorary Vice Chairman of the Board and President HT Flying Car Inc. A Company Significantly Influenced by the Principal Shareholder HT Flying Car (Hong Kong) Limited A Company Significantly Influenced by the Principal Shareholder Guangzhou Huitian Aerospace Technology Co., Ltd. A Company Significantly Influenced by the (“Guangzhou Huitian”) Principal Shareholder Guangdong Huitian Aerospace Technology Co., Ltd. A Company Significantly Influenced by the (“Guangdong Huitian”) Principal Shareholder Guangzhou Zhongpeng Investment and A Company Controlled by the Principal Shareholder Development Co., Ltd. Dogotix A Company Controlled by the Principal Shareholder Dogotix (HongKong) Limited A Company Controlled by the Principal Shareholder Shenzhen Pengxing Smart Co., Ltd A Company Controlled by the Principal Shareholder Shenzhen Pengxing Smart Research Co., Ltd. A Company Controlled by the Principal Shareholder Rockets Capital L.P. A Partnership Significantly Influenced by the Company (1) Since January 2021, Guangzhou Huitian and Guangdong Huitian were controlled by the principal shareholder. In October 2021, upon the completion of Huitian’s A round of fund raising, Guangzhou Huitian and Guangdong Huitian became significantly influenced by the principal shareholder from being controlled by the principal shareholder. (2) As of June 30, 2022, the principal shareholder and the President are the shareholders of the General Partner of Rockets Capital L.P. and the President is entitled to appoint one of three directors of the General Partner. The Group, together with its related parties, can exercise significant influence over Rockets Capital L.P. (Note 14(iv)).
2 0 2 2 INTERIM REPORT 81 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 25. Related parties (continued) (3) Major transactions with related parties: For the six months ended June 30, 2022 and 2021, the operation consulting service provided to the companies controlled by the principal shareholder amounted to RMB31,293 and RMB4,965, respectively. For the six months ended June 30, 2022 and 2021, the operation consulting service provided to the companies significantly influenced by the principal shareholder amounted to RMB6,061 and nil, respectively. For the six months ended June 30, 2022 and 2021, the rental income from a company controlled by the principal shareholder amounted to RMB55 and nil, respectively. For the six months ended June 30, 2022, the purchase of fixed assets, the purchase of service and the rental income from the companies significantly influenced by the principal shareholder amounted to RMB698, RMB153 and RMB104, respectively. For the six months ended June 30, 2022, a debt investment of RMB100,000 was disposed of to a partnership significantly influenced by the Company. For the six months ended June 30, 2022 and 2021, the rental expenses to a company controlled by the principal shareholder amounted to nil and RMB5,075, respectively. (4) Amounts due from related parties: As of June 30, 2022, amounts due from related parties represents: (i) the receivables for disposal of a debt investment amounting to RMB100,000 to a partnership significantly influenced by the Company, (ii) the receivables for operation consulting service amounting to RMB47,805 to the companies controlled by the principal shareholder, and (iii) the receivables for operation consulting service amounting to RMB20,785 to the companies significantly influenced by the principal shareholder. As of December 31, 2021, amounts due from related parties represents: (i) the receivables for operation consulting service amounting to RMB15,804 to the companies controlled by the principal shareholder, and (ii) the receivables for operation consulting service and the prepayment for fixed assets amounting to RMB15,403 and RMB1,578, respectively, to the companies significantly influenced by the principal shareholder.
82 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 25. Related parties (continued) (5) Amounts due to related parties: As of June 30, 2022, there was no amounts due to related parties. As of December 31, 2021, amounts due to related parties represents: (i) the payables for rental expenses amounting to RMB22,126 to a company controlled by the principal shareholder, and (ii) the payables for asset purchased amounting to RMB2,793 to a company significantly influenced by the principal shareholder. (6) As of June 30, 2022, there was an investment commitment of RMB671,204 to a partnership significantly influenced by the Company (Note 26(a)). (7) Key management compensation Compensation of key management personnel of the Group for the six months ended June 30, 2022 and 2021 were as follow: For the Six Months Ended June 30, 2022 2021 RMB RMB Basic salaries, housing fund, allowances and benefits in kind 120,779 35,555 Employer’s contributions to a retirement benefit scheme 278 116 Discretionary bonuses 3,528 3,773 Total 124,585 39,444
2 0 2 2 INTERIM REPORT 83 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 26. Commitments and Contingencies (a) Capital commitments Capital expenditures contracted for at the balance sheet dates but not recognized in the unaudited condensed consolidated financial statements are as follows: As of As of June 30, December 31, 2022 2021 RMB RMB Property, plant and equipment 2,115,570 1,241,759 Investments (Note 14(iv)) 671,204 20,000 Total 2,786,774 1,261,759 (b) Purchase commitments Purchase expenditures contracted for at the balance sheet dates but not recognized in the unaudited condensed consolidated financial statements are as follows: As of As of June 30, December 31, 2022 2021 RMB RMB Purchase commitments on purchase of raw materials 3,496,530 5,312,557
84 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 27. Subsequent events (a) Lease arrangement for Guangzhou Manufacturing Base The Group entered into a lease contract with Guangzhou GET New Energy Technology Co., Ltd. to lease the Land and Plants of Guangzhou Manufacturing Base with an annual lease payment of RMB57,900 from July 1, 2022 to June 30, 2029, and has an obligation to purchase the Guangzhou Plant and underlying land use right at the construction cost of RMB1,300,000 at the end of lease term. (b) Investment in Dogotix In July 2022, the Group injected an additional US$14,000 into Dogotix during its Series A capital funding and converted its convertible bond into Series A preferred shares, after which the Group’s interests in Dogotix amounted to 19.99% in aggregate. 28. Reconciliation between U.S. GAAP and International Financial Reporting Standards The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, which differ in certain respects from International Financial Reporting Standards (“IFRS”). The main reconciling items include issuance costs, onerous contract, operating leases, share-based compensation, warranty provisions and investments measured at fair value. The following table sets forth the effects of material differences prepared under U.S. GAAP and IFRS: For the Six Months Ended June 30, 2022 2021 RMB RMB Reconciliation of net loss attributable to the Company in the unaudited condensed consolidated statement of comprehensive loss Net loss attributable to the Company in the unaudited condensed consolidated statement of comprehensive loss as reported under U.S. GAAP (4,401,649) (1,981,130) IFRS adjustments: Issuance costs (Note(a)) — (48,813) Onerous contract (Note(b)) 5,983 10,050 Operating leases (Note(c)) (14,990) (5,942) Share-based compensation (Note(d)) (265,748) (68,854) Warranty provisions (Note(e)) 11,460 — Investments measured at fair value (Note(f)) 93,933 — Net loss attributable to the Company in the unaudited condensed consolidated statement of comprehensive loss as reported under IFRS (4,571,011) (2,094,689)
2 0 2 2 INTERIM REPORT 85 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 28. Reconciliation between U.S. GAAP and International Financial Reporting Standards (continued) As of As of June 30, December 31, 2022 2021 RMB RMB Reconciliation of total shareholders’ equity in the unaudited condensed consolidated balance sheet Total shareholders’ equity as reported under U.S. GAAP 39,978,426 42,146,578 IFRS adjustments: Onerous contract (Note(b)) (39,640) (45,623) Operating leases (Note(c)) (52,729) (37,739) Warranty provisions (Note(e)) 39,030 27,570 Investments measured at fair value (Note(f)) 93,974 — Total shareholders’ equity as reported under IFRS 40,019,061 42,090,786 (a) Issuance costs Under U.S. GAAP, specific incremental costs considered directly attributable to the offering of equity securities (“issuance costs”) may be deferred and capitalized against the gross proceeds of the offering. Under IFRS, only those issuance costs considered directly attributable to the issuance of new shares to investors can be capitalized. Those issuance costs considered directly attributable to the listing of existing shares on a stock exchange are not considered transaction costs that qualify for capitalization. Such costs should be expensed as incurred instead. Accordingly, the reconciliation includes an expense recognition difference in the unaudited condensed consolidated statement of comprehensive loss of nil and RMB48,813 for the six months ended June 30, 2022 and 2021 in relation to the issuance costs incurred during the Global Offering of the Company in July 2021.
86 XPeng Inc. Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 28. Reconciliation between U.S. GAAP and International Financial Reporting Standards (continued) (b) Onerous contract In the third quarter of 2019, due to the upgrade of the G3 2019 to G3 2020, the Group voluntarily offered a customer upgrade program to all owners of G3 2019 model which was disclosed in Note 2(m). The additional promises included in the customer upgrade program for G3 2019 customers resulted in the Company incurring additional costs to fulfil the related additional promises upon the modification of the contracts with the customers. Such incremental costs exceed the economic benefits expected to be received under the contract. Consequently the upgrade program resulted in an “onerous contract” situation. Under U.S. GAAP, there is no general guidance available for the recognition of onerous contract except for certain types of contracts or industry-specific arrangements. None of which is considered applicable to the Company’s situation above. Under IFRS, provisions are recognized when a contract becomes onerous, which occurs when the unavoidable costs of meeting the obligation(s) under a contract exceed the economic benefits to be received. Accordingly, the reconciliation includes an onerous contract cost difference of RMB5,983 and RMB10,050 reversed in the unaudited condensed consolidated statement of comprehensive loss for each of the six months ended June 30, 2022 and 2021. The amounts represent the net losses incurred by the Group as a result of the onerous contract aforementioned above when it first offered the upgrade program to its G3 customers during the year ended December 31, 2019 and the reversal of such losses as the onerous contract provision was partially utilized during the six months ended June 30, 2022 and 2021, respectively. The reconciliation also includes a difference of onerous contract provision made of RMB39,640 and RMB45,623 as of June 30, 2022 and December 31, 2021, respectively. (c) Operating leases For operating leases under U.S. GAAP, the subsequent measurement of the lease liability is based on the present value of the remaining lease payments using the discount rate determined at lease commencement, while the right-of-use asset is remeasured at the amount of the lease liability, adjusted for the remaining balance of any lease incentives received, cumulative prepaid or accrued rents, unamortized initial direct costs and any impairment. This treatment under U.S. GAAP results in straight line expense being incurred over the lease term, as opposed IFRS which generally yields a “front-loaded” expense with more expense recognized in earlier years of the lease. Accordingly, the reconciliation includes an expenses difference recognized in the unaudited condensed consolidated statement of comprehensive loss of RMB14,990 and RMB5,942 for each of the six months ended June 30, 2022 and 2021, respectively. The reconciliation also includes a difference in total shareholders’ equity of RMB52,729 and RMB37,739 as of June 30, 2022 and December 31, 2021, respectively.
2 0 2 2 INTERIM REPORT 87 Notes to the Condensed Consolidated Interim Financial Statements (All amount in thousands, except for share and per share data, unless otherwise stated) 28. Reconciliation between U.S. GAAP and International Financial Reporting Standards (continued) (d) Share-based compensation After the completion of the IPO, the Group granted RSUs with service conditions only to certain employees. The share-based compensation expenses were recognized over the vesting period using straight-line method under U.S. GAAP. While under IFRS, the graded vesting method must be applied. Accordingly, the reconciliation includes an expense recognition difference in the unaudited condensed consolidated statement of comprehensive loss of RMB265,748 and RMB68,854 for the six months ended June 30, 2022 and 2021, respectively. (e) Warranty provisions Under U.S. GAAP, the amount of the warranty provisions is not required to be discounted. While under IFRS, it requires that the amount of warranty provisions be stated at the present value of the expenditure expected to be required to settle the obligation. Accordingly, the reconciliation includes an cost of sales recognition difference in the unaudited condensed consolidated statement of comprehensive loss of RMB11,460 and nil for the six months ended June 30, 2022 and 2021 in relation to the warranty costs. The reconciliation also includes a difference of warranty provisions made of RMB39,030 and RMB27,570 as of June 30, 2022 and December 31, 2021, respectively. (f) Investments measured at fair value Under U.S. GAAP, The Group elected to record equity investments without readily determinable fair values using the measurement alternative at cost, less impairment, adjusted for subsequent observable price changes on a non-recurring basis, and report the changes in the carrying value of the equity investments in current earnings. Under IFRS, these investments were classified as financial assets at fair value through profit or loss and measured at fair value with changes in fair value recognized through profit or loss. Accordingly, the reconciliation includes a fair value gain difference on these investments in the unaudited condensed consolidated statement of comprehensive loss of RMB93,933 and nil for the six months ended June 30, 2022 and 2021, respectively. The reconciliation also includes a difference in total shareholders’ equity of RMB93,974 and nil as of June 30, 2022 and December 31, 2021, respectively.
88 XPeng Inc. General Information (1) DIVIDENDS The Board did not recommend the distribution of any interim dividend for the six months ended June 30, 2022. (2) PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES On February 15, 2022, the Company issued 73,750 Class A ordinary shares to satisfy the RSUs pursuant to the 2019 Equity Incentive Plan. On April 4, 2022, the Company issued 1,555,380 Class A ordinary shares to satisfy the RSUs pursuant to the 2019 Equity Incentive Plan. On April 19, 2022, the Company issued 73,750 Class A ordinary shares to satisfy the RSUs pursuant to the 2019 Equity Incentive Plan. On June 28, 2022, the Company issued 6,182,984 Class A ordinary shares to satisfy the RSUs pursuant to the 2019 Equity Incentive Plan. Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities during the Reporting Period. (3) INTERESTS AND/OR SHORT POSITIONS OF DIRECTORS AND CHIEF EXECUTIVE IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ITS ASSOCIATED CORPORATIONS As of June 30, 2022, the interests and/or short positions (as applicable) of our Directors and chief executive in the shares, underlying shares and debentures of our Company and its associated corporations, within the meaning of Part XV of the SFO, which were required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and/or short positions (as applicable) which he/she was taken or
2 0 2 2 INTERIM REPORT 89 General Information deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, as recorded in the register referred to therein, or which were required to be notified to our Company and the Stock Exchange pursuant to the Model Code, were as follows: (A) Interests in the shares of the Company Approximate percentage of interest of each Name of Nature of Number and Class Long position/ class of shares Director Interest Relevant Entity of Shares(1) Short position in the Company(1) Xiaopeng He Interest in Simplicity Holding 327,708,257 Class B Long position 80.0% controlled Limited ordinary shares corporation Interest in Respect Holding 21,000,000 Class B Long position 5.1% controlled Limited ordinary shares corporation Heng Xia Interest in Efficiency Investment 61,137,879 Class B Long position 14.9% controlled Limited ordinary shares corporation Interest in Efficiency Investment 2,221,210 Class A Long position 0.17% controlled Limited ordinary shares corporation 2,208,630 Class A Short position 0.17% ordinary shares Donghao Yang Beneficial owner(2) N/A 27,216 Class A Long position 0.0% ordinary shares Note: (1) As of June 30, 2022, the Company had 1,720,643,192 issued and outstanding share capital in total, comprising 1,310,797,056 Class A ordinary shares (including 6,189,320 Class A ordinary shares issued to our depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards granted under our 2019 Equity Incentive Plan) and 409,846,136 Class B ordinary shares. (2) As of June 30, 2022, Mr. Donghao Yang beneficially held 9,072 Class A ordinary shares and subject to vesting, he was interested in 18,144 Class A ordinary shares underlying 18,144 RSUs granted to him under the 2019 Equity Incentive Plan.
90 XPeng Inc. General Information (B) Interests in shares of associated corporations Approximate percentage of Associated Corporation Name of Director Nature of interest shareholding Guangzhou Xintu Technology Co., Ltd. Heng Xia Interest in Controlled 80% Corporations Guangzhou Zhipeng Internet of Beneficial Interest 40% Heng Xia Vehicle Technology Co., Ltd. Guangzhou Yidian Smart Mobility Xiaopeng He Beneficial Interest 40% Technology Co., Ltd. Heng Xia Beneficial Interest 10% Save as disclosed above, as of June 30, 2022, so far as is known to any Director or the chief executive of the Company, none of the Directors or chief executive of the Company or their respective close associates had any interests or short/long positions in any shares, underlying shares or debentures of the Company or any of its associated corporations as recorded in the register required to be kept pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
2 0 2 2 INTERIM REPORT 91 General Information (4) INTERESTS AND/OR SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS IN SHARES AND UNDERLYING SHARES OF THE COMPANY As of June 30, 2022, so far as was known to the Directors or chief executive of the Company, the following persons (other than the Directors or chief executive of the Company) had the following interests and/or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept pursuant to Section 336 of the SFO: Approximate % of Shareholding in Respective Class Capacity/ Number of Long position/ of Share of the Name of Shareholder Nature of Interest Shares(1) Short position Company(1) Class A ordinary shares Taobao China Holding Limited Beneficial interest 191,918,464 Long position 14.6% (“Taobao China”)(2) Taobao Holding Limited(2) Interest in controlled 191,918,464 Long position 14.6% corporations Alibaba Group Holding Limited(2) Interest in controlled 191,918,464 Long position 14.6% corporations Pacific Rays Limited(3) Beneficial interest 68,950,175 Long position 5.3% Shanghai Keji Enterprise Management Interest in controlled 68,950,175 Long position 5.3% Partnership (LLP)(3) corporations Tianjin Hexie Qingyu Investment Interest in controlled 68,950,175 Long position 5.3% Management Partnership (LLP)(3) corporations Xizang Qingyu Enterprise Management Interest in controlled 68,950,175 Long position 5.3% Co., Ltd. (formerly known as Xizang corporations Qingyu Venture Capital Management Co., Ltd.) Tianjin Aiqi Honghai Haihe Smart Travel Interest in controlled 68,950,175 Long position 5.3% Equity Investment Fund Partnership corporations (Limited Partnership)(3) Tianjin Haoshu Yuanfang Enterprise Interest in controlled 68,950,175 Long position 5.3% Management Center (Limited corporations Partnership)(3) Xizang Aiqihuide Venture Capital Interest in controlled 68,950,175 Long position 5.3% Management Co., Ltd.(3) corporations
92 XPeng Inc. General Information Approximate % of Shareholding in Respective Class Capacity/ Number of Long position/ of Share of the Name of Shareholder Nature of Interest Shares(1) Short position Company(1) Class B ordinary shares Simplicity Holding Limited(4) Beneficial interest 327,708,257 Long position 80.0% Respect Holding Limited(4) Beneficial interest 21,000,000 Long position 5.1% Binghe Galaxy Limited(4) Interest in controlled 348,708,257 Long position 85.1% corporations Efficiency Investment Limited(5) Beneficial interest 61,137,879 Long position 14.9% SkyWavelet Xia Limited(5) Interest in controlled 61,137,879 Long position 14.9% corporations Trident Trust Company (HK) Limited(6) Trustee 409,846,136 Long position 100.0% Notes: (1) As of June 30, 2022, the Company had 1,720,643,192 issued and outstanding share capital in total, comprising 1,310,797,056 Class A ordinary shares (including 6,189,320 Class A ordinary shares issued to our depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards granted under our 2019 Equity Incentive Plan) and 409,846,136 Class B ordinary shares. (2) As of June 30, 2022, Taobao China holds 191,918,464 Class A ordinary shares. Taobao China is wholly owned by Taobao Holding Limited, which is in turn wholly owned by Alibaba Group Holding Limited. Under the SFO, Taobao Holding Limited and Alibaba Group Holding Limited are deemed to be interested in the Shares held by Taobao China. (3) Pacific Rays Limited is wholly owned by Shanghai Keji Enterprise Management Partnership (LLP), which is 99.99% owned by Tianjin Haoshu Yuanfang Enterprise Management Center (Limited Partnership), and Tianjin Haoshu Yuanfang Enterprise Management Center (Limited Partnership) is 99.99% owned by Tianjin Aiqi Honghai Haihe Smart Travel Equity Investment Fund Partnership (Limited Partnership) whose general partner is Tianjin Hexie Qingyu Investment Management Partnership (LLP). Tianjin Hexie Qingyu Investment Management Partnership (LLP) is in turn 50% controlled by Xizang Qingyu Enterprise Management Co., Ltd. and 50% controlled by Xizang Aiqihuide Venture Capital Management Co., Ltd. (4) Simplicity Holding Limited and Respect Holding Limited are both wholly owned by Mr. Xiaopeng He (being the settlor) through Binghe Galaxy Limited under The Binghe Trust. (5) Efficiency Investment Limited is wholly owned by Mr. Heng Xia (being the settlor) through SkyWavelet Xia Limited under The SkyWaveLetXia Trust. (6) Trident Trust Company (HK) Limited was the trustee with respect to The Binghe Trust and The SkyWaveLetXia Trust, which respectively were interested in 348,708,257 and 61,137,879 Class B ordinary shares, and therefore Trident Trust Company (HK) Limited was deemed to be interested in all such Shares.
2 0 2 2 INTERIM REPORT 93 General Information Save as disclosed above, there is no other person known to the Directors or chief executive of the Company who, as of June 30, 2022, had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 under Part XV of the SFO or who is, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company. (5) MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its code of conduct regarding directors’ securities transactions. Having made specific enquiries to all of the Directors, all Directors confirmed that they have fully complied with all relevant requirements set out in the Model Code during the Reporting Period. (6) COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE The Company’s corporate governance practices are based on the principles and code provisions set forth in the Corporate Governance Code (the “CG Code”) contained in Appendix 14 to the Listing Rules. Pursuant to code provision C.2.1 of part 2 of the CG Code as set out in Appendix 14 to the Listing Rules, companies listed on the Hong Kong Stock Exchange are expected to comply with, but may choose to deviate from the requirement that the responsibilities between the chairman and the chief executive officer should be separate and should not be performed by the same individual. The Company does not have a separate role for chairman and chief executive officer and Mr. Xiaopeng He currently performs these two roles. The Board believes that vesting the roles of both chairman and chief executive officer in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group. The Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable the Company to make and implement decisions promptly and effectively. Other than the above, during the Reporting Period, the Company has complied with all applicable principles and code provisions of the CG Code.
94 XPeng Inc. General Information (7) DISCLOSURE OF CHANGES IN DIRECTORS’ AND CHIEF EXECUTIVE’S INFORMATION PURSUANT TO RULE 13.51B (1) OF THE LISTING RULES Upon specific inquiry by the Company, except as disclosed hereunder, there is no change in information for any of the Directors or chief executive which would require disclosure pursuant to Rule 13.51B (1) of the Listing Rules. Mr. Ji-Xun Foo has been appointed as a director of Bombardier Inc., a company listed on the Toronto Stock Exchange (symbol: BBD) since May 5, 2022. Mr. HongJiang Zhang resigned as an independent non-executive director of BabyTree Group, a company listed on the Hong Kong Stock Exchange (stock code:1761), on August 11, 2022. (8) USE OF NON-GAAP FINANCIAL MEASURES The Company uses non-GAAP measures, such as non-GAAP loss from operations, non-GAAP net loss, non-GAAP net loss attributable to ordinary shareholders, non-GAAP basic loss per weighted average number of ordinary shares and non-GAAP basic loss per ADS, in evaluating its operating results and for financial and operational decision-making purposes. By excluding the impact of share-based compensation expenses, the Company believes that the non-GAAP financial measures help identify underlying trends in its business and enhance the overall understanding of the Company’s past performance and future prospects. The Company also believes that the non-GAAP financial measures allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making. The non-GAAP financial measures are not presented in accordance with U.S. GAAP and may be different from non-GAAP methods of accounting and reporting used by other companies. The non-GAAP financial measures have limitations as analytical tools and when assessing the Company’s operating performance, investors should not consider them in isolation, or as a substitute for net loss or other consolidated statements of comprehensive loss data prepared in accordance with U.S. GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure. The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance. The table below sets forth certain information in relation to the unaudited interim reconciliations of GAAP and Non-GAAP results.
2 0 2 2 INTERIM REPORT 95 General Information UNAUDITED INTERIM RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS (All amounts in thousands, except for ADS/ordinary share and per ADS/ordinary share data) For the Six Months Ended June 30, 2022 2021 RMB RMB (Unaudited) (Unaudited) Loss from operations (4,011,249) (2,347,098) Share-based compensation expenses 409,008 188,429 Non-GAAP loss from operations (3,602,241) (2,158,669) Net loss (4,401,649) (1,981,130) Share-based compensation expenses 409,008 188,429 Non-GAAP net loss (3,992,641) (1,792,701) Net loss attributable to ordinary shareholders (4,401,649) (1,981,130) Share-based compensation expenses 409,008 188,429 Non-GAAP net loss attributable to ordinary shareholders of XPeng Inc. (3,992,641) (1,792,701) Weighted average number of ordinary shares used in calculating Non-GAAP net loss per share Basic and diluted 1,705,649,044 1,589,568,703 Non-GAAP net loss per ordinary share Basic and diluted (2.34) (1.13) Weighted average number of ADS used in calculating Non-GAAP net loss per share Basic and diluted 852,824,522 794,784,352 Non-GAAP net loss per ADS Basic and diluted (4.68) (2.26)
96 XPeng Inc. General Information (9) REVIEW OF INTERIM REPORT BY THE AUDIT COMMITTEE OF THE COMPANY The Audit Committee of the Company comprises Mr. Donghao Yang (chairman), Mr. Ji-Xun Foo and Mr. HongJiang Zhang. Mr. Donghao Yang and Mr. HongJiang Zhang are both independent non-executive Directors. The Audit Committee of the Company has reviewed the unaudited interim results and the interim report of the Group for the six months ended June 30, 2022. (10) REVIEW OF INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The interim unaudited condensed consolidated financial statements, including reconciliation between U.S. GAAP and International Financial Reporting Standards, of the Group for the six months ended June 30, 2022 have been reviewed by the auditor of the Company, PricewaterhouseCoopers, in accordance with Hong Kong Standard on Review Engagements 2410 — “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants for the Hong Kong filing. The interim unaudited condensed consolidated financial statements of the Group for the six months ended June 30, 2022 have also been reviewed by the Audit Committee of the Company. (11) WEIGHTED VOTING RIGHTS The Company is controlled through weighted voting rights. Each Class A ordinary share has one vote per share and each Class B ordinary share has 10 votes per share except with respect to resolutions regarding a limited number of Reserved Matters, where each Share has one vote. The Company’s WVR Structure enables the WVR Beneficiaries to exercise voting control over the Company notwithstanding the WVR Beneficiaries do not hold a majority economic interest in the share capital of the Company. This allows the Company to benefit from the continuing vision and leadership of the WVR Beneficiaries who control the Company with a view to its long-term prospects and strategy. Shareholders and prospective investors are advised to be aware of the potential risks of investing in companies with WVR Structures, in particular that interests of the WVR Beneficiaries may not necessarily always be aligned with those of the Shareholders as a whole, and that the WVR Beneficiaries will be in a position to exert significant influence over the affairs of the Company and the outcome of Shareholders’ resolutions, irrespective of how other Shareholders vote. Shareholders and prospective investors should make the decision to invest in the Company only after due and careful consideration.
2 0 2 2 INTERIM REPORT 97 General Information The table below sets out the ownership and voting rights held by the WVR Beneficiaries as of the Latest Practicable Date: Percentage of voting rights (other than with respect to WVR Beneficiaries Class of Shares Number of Shares Reserved Matters) Mr. Xiaopeng He(1) Class B ordinary shares 348,708,257 64.5% Mr. Heng Xia(2) Class A ordinary shares 12,580 0.0% Class B ordinary shares 61,137,879 11.3% Notes: (1) 327,708,257 Class B ordinary shares and 21,000,000 Class B ordinary shares are held through Simplicity Holding Limited and Respect Holding Limited, both of which are wholly-owned by Mr. Xiaopeng He. (2) 61,137,879 Class B ordinary shares are held by Efficiency Investment Limited, which is wholly-owned by Mr. Heng Xia. Class B ordinary shares may be converted into Class A ordinary shares on a one to one ratio. As of the Latest Practicable Date, upon the conversion of all the issued and outstanding Class B ordinary shares into Class A ordinary shares, the Company will issue 409,846,136 Class A ordinary shares, representing approximately 31.2% of the total number of issued Class A ordinary shares (including 36,092 Class A ordinary shares issued to our depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards granted under our 2019 Equity Incentive Plan) as of the Latest Practicable Date. The weighted voting rights attached to our Class B ordinary shares will cease when none of the WVR Beneficiaries have beneficial ownership of any of our Class B ordinary shares, in accordance with Rule 8A.22 of the Listing Rules. This may occur: (i) upon the occurrence of any of the circumstances set out in Rule 8A.17 of the Listing Rules, in particular where the WVR Beneficiary is: (1) deceased; (2) no longer a member of our Board; (3) deemed by the Stock Exchange to be incapacitated for the purpose of performing his duties as a director; or (4) deemed by the Stock Exchange to no longer meet the requirements of a director set out in the Listing Rules; (ii) when the holders of Class B ordinary shares have transferred to another person of the beneficial ownership of, or economic interest in, all of the Class B ordinary shares or the voting rights attached to them, other than in the circumstances permitted by Rule 8A.18 of the Listing Rules;
98 XPeng Inc. General Information (iii) where a vehicle holding Class B ordinary shares on behalf of a WVR Beneficiary no longer complies with Rule 8A.18(2) of the Listing Rules; or (iv) when all of the Class B ordinary shares have been converted to Class A ordinary shares. (12) CORPORATE GOVERNANCE COMMITTEE The Corporate Governance Committee consists of three members, namely Mr. Donghao Yang, Ms. Fang Qu and Mr. HongJiang Zhang, all of whom are independent non-executive Directors. Mr. Donghao Yang is the chairman of the Corporate Governance Committee. The charter of the Corporate Governance Committee is of no less exacting terms than those set out in the CG Code and is in compliance with Rule 8A.30 of the Listing Rules. The primary duties of the Corporate Governance Committee are to ensure that the Company is operated and managed for the benefit of all Shareholders and to ensure the Company’s compliance with the Listing Rules and safeguards relating to the weighted voting rights structure of the Company. The following matters are a summary of the work performed by the Corporate Governance Committee during the six months ended June 30, 2022. 1) reviewed and monitored the Company’s policies and practices on compliance with legal and regulatory requirements; 2) reviewed the Company’s compliance with the CG Code and the deviations from code provision C.2.1 of the CG Code and the Company’s disclosure for compliance with Chapter 8A of the Listing Rules; 3) reviewed and monitored the training and continuous professional development of Directors and senior management of the Company; 4) Reviewed and monitored the code of conduct and compliance manual applicable to Directors and employees of the Company; 5) Reviewed the remuneration and terms of engagement of the compliance adviser of the Company; 6) reviewed and monitored the management of conflicts of interests between the Company, a subsidiary of the Company and/or Shareholders (considered as a group) on one hand and the WVR Beneficiaries on the other; 7) reviewed and monitored all risks related to the WVR Structure, including connected transactions between the Group/Shareholders on one hand and the WVR Beneficiaries on the other;
2 0 2 2 INTERIM REPORT 99 General Information 8) sought to ensure effective and on-going communication between the Company and its Shareholders, particularly with regards to the requirements of Rule 8A.35 of the Listing Rules; and 9) reported on the work of the Corporate Governance Committee covering all areas of its charter. (13) 2019 EQUITY INCENTIVE PLAN The Company currently has only one long term incentive plan, which is the 2019 Equity Incentive Plan. The 2019 Equity Incentive Plan was first adopted by the Board on June 28, 2020 and was further amended and restated in June 2021. The terms of the 2019 Equity Incentive Plan are not subject to the provisions of Chapter 17 of the Listing Rules. Under the 2019 Equity Incentive Plan, the Company may grant restricted shares, RSUs and share appreciation rights. The purpose of the 2019 Equity Incentive Plan is to attract and retain the services of talents and to incentivize the employees. The Company renewed on January 1, 2021 the maximum number of RSUs which may be granted under the 2019 Equity Incentive Plan to 63,192,227, which represented 4% of the total shares of the Company outstanding on December 31, 2020 and equal number of underlying Class A ordinary shares. As of the end of the Reporting Period, 46,901,613 RSUs (representing equal number of underlying Class A ordinary shares) may be further issued under the 2019 Equity Incentive Plan, and the aggregate number of underlying Class A ordinary shares pursuant to the outstanding RSUs granted under the 2019 Equity Incentive Plan was 38,079,881 Class A ordinary shares (which do not include the Class A ordinary shares underlying the vested RSUs). All existing RSUs under the 2019 Equity Incentive Plan were granted between January 1, 2017 and July 25, 2022. Further details of the 2019 Equity Incentive Plan are set out in the Prospectus and Note 22 to the condensed consolidated interim financial statements. (14) IMPORTANT EVENTS AFTER THE REPORTING PERIOD Save as disclosed in this interim report, no important events affecting the Group occurred since June 30, 2022 and up to the Latest Practicable Date. (15) SUFFICIENCY OF PUBLIC FLOAT Based on the information publicly available to the Company and to the knowledge of the Directors of the Company, from the Listing Date to the Latest Practicable Date, the Company has maintained sufficient public float as required by the Listing Rules.
100 XPeng Inc. General Information (16) FUND RAISING ACTIVITIES (a) Listing on the NYSE and Follow On Offering (i) Listing on the NYSE In August 2020, the Company completed the initial public offering and was listed on the NYSE (the “Listing on the NYSE”) in which it offered and sold an aggregate 114,693,333 ADSs, representing 229,386,666 Class A ordinary shares with the offer price of US$15.00 per ADS, raising a total of US$1,655.7 million in net proceeds after deducting underwriting discounts commissions and expenses. The net proceeds from the Listing on the NYSE have been and will be utilized in accordance with the purposes set out in the prospectus disclosed on the website of the SEC dated August 28, 2020 as follows: • 50% of the net proceeds for research and development of our Smart EVs and technologies; • 30% of the net proceeds for selling and marketing and expansion of sales channels; and • 20% of the net proceeds for general corporate purposes, including working capital needs. There has been no change in the intended use of net proceeds disclosed as above, and the Company had fully utilized the net proceeds in accordance with such intended purposes depending on actual business needs. (ii) Net proceeds from Follow On Offering In December 2020, the Company completed its follow-on public offering on the NYSE (the “Follow On Offering”) in which the Company offered and sold an aggregate 55,200,000 ADSs, representing 110,400,000 Class A ordinary shares with the offer price of US$45.00 per ADS, raising a total of US$2,444.9 million in net proceeds after deducting underwriting discounts, commissions and expenses. The net proceeds from the Follow On Offering will be utilized in accordance with the purposes set out in the prospectus disclosed on the website of the SEC dated December 10, 2020. as follows: • 30% of the net proceeds for research and development of our Smart EVs and software, hardware and data technologies; • 30% of the net proceeds for sales and marketing and expansion of sales and service channels and super charging network, as well as the expansion of our footprints in the international markets; • 20% of the net proceeds for potential strategic investments in core technologies of Smart EV; and • 20% of the net proceeds for general corporate purposes, including working capital needs. There has been no change in the intended use of net proceeds disclosed as above, and the Company plans to gradually utilize the net proceeds in accordance with such intended purposes depending on actual business needs, which is expected to be utilized within the next one to two years.
2 0 2 2 INTERIM REPORT 101 General Information As of December 31, 2021, approximately US$2,208 million of the net proceeds from the Listing on the NYSE and Follow-on Offering were utilized in accordance with the intended purposes and the remaining net proceeds of approximately US$1,893 million have been brought forward. As of June 30, 2022, approximately US$2,970 million of the net proceeds from the Listing on the NYSE and Follow-on Offering were utilized in accordance with the intended purposes. For the six months ended June 30, 2022, approximately US$761 million of the net proceeds have been used for the intended purposes. (b) Initial Public Offering on the Hong Kong Stock Exchange. On July 7, 2021, the Company successfully listed its Class A ordinary shares on the Main Board of the Hong Kong Stock Exchange. The Company issued a total of 97,083,300 Class A ordinary shares with the offer price of HK$165.00 per share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) in the Global Offering. Net proceeds from the Global Offering, after deducting underwriting discounts and commissions, including the partial exercise of the over-allotment option, were approximately HK$15,823 million, which will be used in accordance with the use of proceeds as disclosed in the Prospectus as follows: • Approximately 45% of the net proceeds is expected to be used for the expansion of our product portfolio and development of more advanced technology. • approximately 15% of the net proceeds is expected to be used for developing software technology • approximately 20% of the net proceeds is expected to be used for developing new models and improving our hardware technology • approximately 10% of the net proceeds is expected to be used for other technology investments • Approximately 35% of the net proceeds is expected to be used to accelerate our business expansion, by enhancing our brand recognition, acquiring customers through omni-channel marketing strategies, and expanding our sales and service touch points both domestically and internationally. • approximately 10% of the net proceeds to be used for enhancing our brand recognition through the following marketing strategies in order to promote the sale of our Smart EVs • approximately 20% of the net proceeds is expected to be used to broaden our sales, services, and super charging network, as well as to improve the skills and service quality of our sales and marketing personnel in order to better serve our customers • approximately 5% of the net proceeds is expected to be used for strategically building and expanding our presence in international markets, starting with certain European markets. Specifically, we plan to (a) open sales stores in select countries to enhance our brand recognition and improve customer reach internationally; and (b) enhance marketing efforts to promote our brand and develop potential customer base
102 XPeng Inc. General Information • Approximately 10% of the net proceeds is expected to be used for the enhancement of production capability, including expansion of capacity, upgrade of manufacturing facilities and development of manufacturing technologies. • Approximately 10% of the net proceeds is expected to be used for general corporate purposes, including working capital needs. Since the Listing Date and as of the Latest Practicable Date, the Company has not utilized any net proceeds from the Global Offering and all these net proceeds of HK$15,823 million have been brought forward. There has been no change in the intended use of net proceeds disclosed as above, and the Company plans to fully utilize the net proceeds from the Listing on the NYSE and Follow-on Offering before utilization of the net proceeds from the Global Offering. Depending on actual business needs, it is estimated that the net proceeds from Global Offering will be fully utilized in accordance with its intended purposes within the next three to four years. (17) APPRECIATION The Group would like to express its appreciation to all the staff for their outstanding contribution towards the Group’s development. The Board wishes to sincerely thank the management for their dedication and diligence, which are the key factors for the Group to continue its success in the future. Also, the Group wishes to extend its gratitude for the continued support from its shareholders, customers, and business partners. The Group will continue to deliver sustainable business development, so as to create more values for all its shareholders. (18) SAFE HARBOR STATEMENT This interim report contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar statements. Statements that are not historical facts, including statements about XPeng’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: XPeng’s goal and strategies; XPeng’s expansion plans; XPeng’s future business development, financial condition and results of operations; the trends in, and size of, China’s EV market; XPeng’s expectations regarding demand for, and market acceptance of, its products and services; XPeng’s expectations regarding its relationships with customers, suppliers, third-party service providers, strategic partners and other stakeholders; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in XPeng’s filings with the SEC. All information provided in this report is as of the Latest Practicable Date, and XPeng does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
2 0 2 2 INTERIM REPORT 103 Corporate Information DIRECTORS CORPORATE GOVERNANCE COMMITTEE Executive Directors Donghao Yang (楊東皓) (Chairperson) Xiaopeng He (何小鵬) (Chairman of the Board and Fang Qu (瞿芳) Chief Executive Officer) HongJiang Zhang (張宏江) Heng Xia (夏珩) JOINT COMPANY SECRETARIES Non-executive Directors Yingjie Chen (陳英傑) Yeqing Zheng (鄭葉青) Qin Liu (劉芹) Ming Wai Mok (莫明慧) (Fellow of the Hong Kong Chartered Ji-Xun Foo (符績勳) Governance Institute and the Chartered Governance Fei YANG (楊飛) Institute in the United Kingdom) Independent Non-executive AUTHORISED REPRESENTATIVES Directors Donghao Yang (楊東皓) Xiaopeng He (何小鵬) Fang Qu (瞿芳) Yeqing Zheng (鄭葉青) HongJiang Zhang (張宏江) CORPORATE HEADQUARTERS AUDIT COMMITTEE No. 8 Songgang Road Donghao Yang (楊東皓) (Chairperson) Changxing Street, Cencun Ji-Xun Foo (符績勳) Tianhe District HongJiang Zhang (張宏江) Guangzhou PRC COMPENSATION COMMITTEE REGISTERED OFFICE IN Fang Qu (瞿芳) (Chairperson) CAYMAN ISLANDS Xiaopeng He (何小鵬) HongJiang Zhang (張宏江) Harneys Fiduciary (Cayman) Limited 4th Floor, Harbour Place NOMINATION COMMITTEE 103 South Church Street P.O. Box 10240 HongJiang Zhang (張宏江) (Chairperson) Grand Cayman KY1-1002 Xiaopeng He (何小鵬) Cayman Islands Fang Qu (瞿芳)
104 XPeng Inc. Corporate Information PRINCIPAL PLACE OF BUSINESS IN LEGAL ADVISERS TO THE COMPANY HONG KONG As to Hong Kong laws: Suite 3911, 39/F Freshfields Bruckhaus Deringer 55th Floor, One Island East Jardine House Taikoo Place 1 Connaught Place Quarry Bay Central Hong Kong Hong Kong PRINCIPAL SHARE REGISTRAR As to US laws: Simpson Thacher & Bartlett 35/F, ICBC Tower Harneys Fiduciary (Cayman) Limited 3 Garden Road 4th Floor, Harbour Place Central 103 South Church Street Hong Kong P.O. Box 10240 Grand Cayman KY1-1002 As to PRC laws: Fangda Partners Cayman Islands 27/F North Tower Beijing Kerry Centre 1 Guanghua Road HONG KONG SHARE REGISTRAR Chaoyang District Beijing Tricor Investor Services Limited PRC 17/F, Far East Finance Centre 16 Harcourt Road As to Cayman Islands laws: Harney Westwood & Riegels Hong Kong 3501 The Center COMPLIANCE ADVISER 99 Queen’s Road Central Central Hong Kong Guotai Junan Capital Limited 27/F, Low Block, Grand Millennium Plaza STOCK SHORT NAME 181 Queen’s Road Central Hong Kong XPENG — W AUDITOR AND REPORTING STOCK EXCHANGE STOCK CODE ACCOUNTANTS 9868 PricewaterhouseCoopers NYSE SYMBOL Certified Public Accountants Registered Public Interest Entity Auditor XPEV 22/F, Prince’s Building Central COMPANY WEBSITE Hong Kong www.xiaopeng.com
2 0 2 2 INTERIM REPORT 105 Definitions In this interim report, the following expressions have the meanings set out below unless the context requires otherwise. “2019 Equity Incentive Plan” the equity incentive plan approved and adopted in June 2020, as amended and restated in June 2021 “ADSs” American depositary shares, each of which represents two Class A ordinary shares “Articles of Association” the articles of association of our Company adopted on August 20, 2020, as amended and restated in December 2021 and as amended from time to time “Board” the board of Directors of the Company “Class A ordinary shares” Class A ordinary shares of the share capital of the Company with a par value of US$0.00001 each, conferring a holder of a Class A ordinary share one vote per share on all matters subject to the vote at general meetings of the Company “Class B ordinary shares” Class B ordinary shares of the share capital of the Company with a par value of US$0.00001 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to ten votes per share on all matters subject to the vote at general meetings of the Company, subject to the requirements under Rule 8A.24 of the Listing Rules that the Reserved Matters shall be voted on a one vote per share basis “Company”, “our Company”, XPeng Inc., a company controlled through weighted voting rights and “the Company” or “XPeng” incorporated in the Cayman Islands with limited liability, the Class A ordinary shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the ADSs of which are listed on NYSE “Director(s)” the director(s) of the Company
106 XPeng Inc. Definitions “E/E architecture” or “EEA” electrical/electronic architecture “Global Offering” the global offering comprises the Hong Kong public offering of 4,250,000 Class A ordinary shares as well as the international offering of 80,750,000 Class A ordinary shares initially available for subscription and 12,083,300 Class A ordinary shares pursuant to the partial exercise of the over-allotment option “Group”, “the Group”, “our Group”, the Company and its subsidiaries and consolidated variable interest entities “we”, “our” or “us” from time to time or, where the context so requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time “HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited or “Stock Exchange” “IFRSs” International Financial Reporting Standards, amendments and interpretations issued by the International Accounting Standards Board “Latest Practicable Date” September 16, 2022, being the latest practicable date for ascertaining the contents set out in this report “Listing on the Hong Kong Stock the listing of the Class A ordinary shares on the Main Board of the Hong Kong Exchange” Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Memorandum” or “Memorandum of our memorandum of association (as amended from time to time), the current Association” form of which was adopted on August 20, 2020 and amended and restated in December 2021 “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules
2 0 2 2 INTERIM REPORT 107 Definitions “NYSE” New York Stock Exchange “PRC”, “China” or “Mainland China” the People’s Republic of China, but for the purposes of this interim report only, except where the context requires, references in this interim report to PRC, China or Mainland China exclude Hong Kong, Macau and Taiwan “Prospectus” the prospectus of the Company published on the website of the Hong Kong Stock Exchange on June 25, 2021 “Reporting Period” the six months ended June 30, 2022 “Reserved Matters” those matters resolutions with respect to which each Share is entitled to one vote at general meetings of our Company pursuant to Rule 8A.24 of the Listing Rules, being: (i) any amendment to the Memorandum and Articles of Association, (ii) the variation of the rights attached to any class of Shares, (iii) the appointment or removal of an independent non-executive Director, (iv) the appointment or removal of the Company’s auditors, and (v) the voluntary winding-up of our Company “RMB” Renminbi, the lawful currency of the PRC “RSU(s)” restricted share units “SEC” the Securities and Exchange Commission of the United States “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time “Share(s)” the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires “Shareholder(s)” holder(s) of Shares and, where the context requires, ADSs “substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules “U.S.” or “United States” the United States of America, its territories and possessions, any state of the United States and the District of Columbia
108 XPeng Inc. Definitions “U.S. GAAP” accounting principles generally accepted in the United States “US$” U.S. Dollars, the lawful currency of the U.S. “WVR Beneficiary(ies)” has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Xiaopeng He and Mr. Heng Xia, being the holders of the Class B ordinary shares upon Listing on the Hong Kong Stock Exchange, entitling each to weighted voting rights “WVR Structure” has the meaning ascribed to it under the Listing Rules In this interim report, if there is any inconsistency between the Chinese names of the entities, authorities, organisations, institutions or enterprises established in China or the awards or certificate given in China and their English translations, the Chinese version shall prevail.
