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What changed in XPENG INC.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of XPENG INC.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+749 added−690 removedSource: 20-F (2025-04-16) vs 20-F (2024-04-17)

Top changes in XPENG INC.'s 2024 20-F

749 paragraphs added · 690 removed · 563 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

253 edited+72 added−47 removed672 unchanged
Biggest changeUnder the PRC laws and regulations, (i) the provision of value-added telecommunication service in the PRC is subject to foreign investment restrictions and license requirements, and therefore, we operate such business in China through Zhipeng IoV, which is primarily engaged in the business of development and the operation of an Internet of Vehicles (IoV) network involving the XPENG App, and Yidian Chuxing, which is primarily engaged in the business of provision of online-hailing services through online platform including the Youpeng Chuxing App; (ii) the operation of land surface mobile surveying and preparation of true three-dimensional maps and navigation electronic maps is subject to foreign investment prohibitions and license requirements, and therefore, we operate such business in China through Xintu Technology and its subsidiary, Zhipeng Kongjian, which is primarily engaged in the operation of land surface mobile surveying and preparation of true three-dimensional maps and navigation electronic maps and is in the process of renewing the Surveying and Mapping Qualification Certificate (after the Surveying and Mapping Qualification Certificate is renewed, we plan to develop mapping and navigation solutions that will improve customers’ driving experience; and (iii) the provision of insurance agency service in the PRC is subject to foreign investment restrictions and license requirements, and therefore, we operate such business in China through GIIA, which is primarily engaged in the business of providing insurance agency services.
Biggest changeUnder the PRC laws and regulations, (i) the provision of value-added telecommunication service in the PRC is subject to foreign investment restrictions and license requirements, and therefore, we operate such business in China through Zhipeng IoV and Yidian Chuxing, which both operated our mobile Apps; (ii) the operation of land surface mobile surveying and preparation of true three-dimensional maps and navigation electronic maps is subject to foreign investment prohibitions and license requirements, and therefore, we operate such businesses in China through Xintu Technology and its subsidiary, Zhipeng Kongjian, which is primarily engaged in the operation of land surface mobile surveying and preparation of true three-dimensional maps and navigation electronic maps.
On November 16, 2023 and December 11, 2023, we have submitted the filings with the CSRC with respect to our placement of Class A ordinary shares to DiDi and Volkswagen Group, respectively. For details of these transactions, please see “Item 3. Key Information—D.
On November 16, 2023 and December 11, 2023, we have submitted the filings with the CSRC with respect to our placement of Class A ordinary shares to DiDi and the Volkswagen Group, respectively. For details of these transactions, please see “Item 3. Key Information—D.
On December 6, 2023, we completed the issuance of 94,079,255 Class A ordinary shares to Volkswagen Group for approximately US$705.6 million. However, such financing might not be available to us in a timely manner or on terms that are acceptable, or at all, in the future.
On December 6, 2023, we completed the issuance of 94,079,255 Class A ordinary shares to the Volkswagen Group for approximately US$705.6 million. However, such financing might not be available to us in a timely manner or on terms that are acceptable, or at all, in the future.
Our future operation and prospects depend on our ability to successfully maintain the operation, and expand the capacity, of the Zhaoqing plant and Guangzhou plant. In addition, we need to effectively control cost of production at the Zhaoqing plant and Guangzhou plant. We have limited experience in the production of Smart EVs.
Our future operation and prospects depend on our ability to successfully maintain the operation, and expand the capacity, of the Zhaoqing plant and the Guangzhou plant. In addition, we need to effectively control cost of production at the Zhaoqing plant and Guangzhou plant. We have limited experience in the production of Smart EVs.
In October 2022, the BIS released broad changes in export controls, including new regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and associated components and technology. On October 17, 2023, the BIS announced additional semiconductor regulations expanding and enhancing export controls under the October 2022 regulations.
In October 2022, the BIS released broad changes in export controls, including new regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and associated components and technology. On October 17, 2023, the BIS announced additional semiconductor regulations expanding and enhancing export controls under the October 2022 regulations.
If the Zhaoqing plant and Guangzhou plant or any of our other future constructions fails to comply with applicable regulations, we could be subject to substantial liability for clean-up efforts, personal injury or fines or be forced to close or temporarily cease the operations of the Zhaoqing plant and Guangzhou plant or other relevant constructions, any of which could have a material adverse effect on our business, prospects, financial condition and results of operation.
If our Zhaoqing plant and Guangzhou plant or any of our other future constructions fails to comply with applicable regulations, we could be subject to substantial liability for clean-up efforts, personal injury or fines or be forced to close or temporarily cease the operations of the Zhaoqing plant and Guangzhou plant or other relevant constructions, any of which could have a material adverse effect on our business, prospects, financial condition and results of operation.
Political tensions between the United States and China have escalated in recent years due to, among other things, • the trade war between the two countries since 2018; • the COVID-19 pandemic; • the PRC National People’s Congress’ passage of Hong Kong national security legislation; • the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S. government, and the imposition of sanctions on certain individuals from the U.S. by the Chinese government; • the imposition of U.S. export restrictions on certain advanced computing semiconductors and semiconductor manufacturing equipment by the U.S. government; • various executive orders issued by the U.S. government, which include, among others, • the executive order issued in August 2020, as supplemented and amended from time to time, that prohibits certain transactions with ByteDance Ltd., Tencent Holdings Ltd. and the respective subsidiaries of such companies; • the executive order issued in November 2020, as supplemented and amended from time to time, including, among others, by an executive order issued in June 2021, that prohibits U.S. persons from transacting publicly traded securities of certain Chinese companies named in such executive order; • the executive order issued in January 2021, as supplemented and amended from time to time, that prohibits such transactions as are identified by the U.S.
Political tensions between the United States and China have escalated in recent years due to, among other things, • the trade war between the two countries since 2018; • the COVID-19 pandemic; • the PRC National People’s Congress’ passage of Hong Kong national security legislation; • the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S. government, and the imposition of sanctions on certain individuals from the United States by the Chinese government; • the imposition of U.S. export restrictions on certain advanced computing semiconductors and semiconductor manufacturing equipment by the U.S. government; • various executive orders issued by the U.S. government, which include, among others: • the executive order issued in August 2020, as supplemented and amended from time to time, which prohibits certain transactions with ByteDance Ltd., Tencent Holdings Ltd. and the respective subsidiaries of such companies; • the executive order issued in November 2020, as supplemented and amended from time to time, including, among others, by an executive order issued in June 2021, that prohibits U.S. persons from transacting publicly traded securities of certain Chinese companies named in such executive order; and • the executive order issued in January 2021, as supplemented and amended from time to time, which prohibits such transactions as are identified by the U.S.
Secretary of Commerce with certain “Chinese connected software applications,” including Alipay and WeChat Pay; • the imposition and application of sanction blocking statutes by the Chinese government, including the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated by the MOFCOM, on January 9, 2021, which will apply to Chinese individuals or entities that are purportedly barred by a foreign country’s law from dealing with nationals or entities of a third country; and • the statement by the President of the United States on February 29, 2024, directing the U.S.
Secretary of Commerce with certain “Chinese connected software applications,” including Alipay and WeChat Pay; • the imposition and application of sanction blocking statutes by the Chinese government, including the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated by the MOFCOM, on January 9, 2021, which will apply to Chinese individuals or entities that are purportedly barred by a foreign country’s law from dealing with nationals or entities of a third country; • the statement by the President of the United States on February 29, 2024, directing the U.S.
We recorded shareholders’ deficit. We recorded total shareholders’ deficit of RMB6,830.4 million as of December 31, 2019, primarily due to the accounting treatment for our company’s preferred shares before our initial public offering in the U.S. as total mezzanine equity, and not total shareholders’ equity.
We recorded total shareholders’ deficit of RMB6,830.4 million as of December 31, 2019, primarily due to the accounting treatment for our company’s preferred shares before our initial public offering in the U.S. as total mezzanine equity, and not total shareholders’ equity.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Furthermore, as required by the Measures for the Security Review of Foreign Investment, promulgated by the NDRC and the MOFCOM on December 19, 2020 and effective as of January 18, 2021, investments in military, national defense-related areas or in locations in proximity to military facilities, or investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, information technology, Internet products and services, financial services and technology sectors, are required to obtain approval from designated governmental authorities in advance.
Furthermore, as required by the Measures for the Security Review of Foreign Investment, promulgated by the NDRC and the MOFCOM on December 19, 2020 and effective as of January 18, 2021, foreign investments in military, national defense-related areas or in locations in proximity to military facilities, or foreign investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, information technology, Internet products and services, financial services and technology sectors, are required to obtain approval from designated governmental authorities in advance.
We conduct our operations in China (i) primarily through our PRC subsidiaries, and (ii) to a much lesser extent, the Group VIEs.
We conduct our operations in China (i) primarily through our PRC subsidiaries, and (ii) to a much lesser extent, the Group VIEs.
Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.
Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.
Since a significant amount of our future revenues and cash flow will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of the Class A ordinary shares and/or ADSs, and may limit our ability to obtain foreign currency through debt or equity financing for our onshore subsidiaries.
Since a significant amount of our future revenues and cash flow will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of the Class A ordinary shares and/or ADSs, and may limit our ability to obtain foreign currency through debt or equity financing for our onshore subsidiaries.
According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.
According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.
We are a “controlled company” as defined under the NYSE Listed Company Manual. As a result, we qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies. We are a “controlled company” as defined under the NYSE Listed Company Manual because Mr.
As a result, we qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies. We are a “controlled company” as defined under the NYSE Listed Company Manual because Mr.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: • difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; • inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits including the failure to successfully further develop the acquired technology; • difficulties in retaining, training, motivating and integrating key personnel; • diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing businesses; • strain on our liquidity and capital resources; • difficulties in executing intended business plans and achieving synergies from such strategic investments or acquisitions; • difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization; • difficulties in retaining relationships with existing suppliers and other partners of the acquired business; • risks of entering markets in which we have limited or no prior experience; • regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; -20- Table of Contents • liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and • unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: • difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; • inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits including the failure to successfully further develop the acquired technology; • difficulties in retaining, training, motivating and integrating key personnel; • diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing businesses; • strain on our liquidity and capital resources; • difficulties in executing intended business plans and achieving synergies from such strategic investments or acquisitions; • difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization; • difficulties in retaining relationships with existing suppliers and other partners of the acquired business; -22- Table of Contents • risks of entering markets in which we have limited or no prior experience; • regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; • liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and • unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
If a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims and the venue of the hearing. -68- Table of Contents Moreover, as the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that, as a matter of construction of the clause, the waiver would likely to continue to apply to ADS holders who withdraw the Class A ordinary shares from the ADS facility with respect to claims arising before the cancellation of the ADSs and the withdrawal of the Class A ordinary shares, and the waiver would most likely not apply to ADS holders who subsequently withdraw the Class A ordinary shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal.
If a lawsuit is brought against us and / or the depositary under the Deposit Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims and the venue of the hearing. -70- Table of Contents Moreover, as the jury trial waiver relates to claims arising out of or relating to the ADSs or the Deposit Agreement, we believe that, as a matter of construction of the clause, the waiver would likely to continue to apply to ADS holders who withdraw the Class A ordinary shares from the ADS facility with respect to claims arising before the cancellation of the ADSs and the withdrawal of the Class A ordinary shares, and the waiver would most likely not apply to ADS holders who subsequently withdraw the Class A ordinary shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal.
We aim to provide consumers with a good customer service experience, including providing our customers with access to a comprehensive suite of charging solutions, after-sales services and value-added services, as well as software sale. Our services may fail to meet our customers’ expectations, which could adversely affect our business, reputation and results of operations.
We aim to provide customers with a good customer service experience, including providing our customers with access to a comprehensive suite of charging solutions, after-sales services and value-added services, as well as software sale. Our services may fail to meet our customers’ expectations, which could adversely affect our business, reputation and results of operations.
Other factors that may influence the adoption of NEVs, and specifically EVs, include: -29- Table of Contents • perceptions about EV quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs, whether or not such vehicles are produced by us or other OEMs; • perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technologies, such as ADAS and lithium battery cells; • the limited range over which EVs may be driven on a single battery charge and the speed at which batteries can be charged; • the decline of an EV’s range resulting from deterioration over time in the battery’s ability to hold a charge; • the availability of other types of NEVs, including plug-in hybrid electric vehicles; • improvements in the fuel economy of the internal combustion engine; • the availability of after-sales service for EVs; • the environmental consciousness of consumers; • access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost for charging an EV; • the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles; • perceptions about and the actual cost of alternative fuel; and • macroeconomic factors.
Other factors that may influence the adoption of NEVs, and specifically EVs, include: • perceptions about EV quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs, whether or not such vehicles are produced by us or other OEMs; • perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technologies, such as ADAS and lithium battery cells; • the limited range over which EVs may be driven on a single battery charge and the speed at which batteries can be charged; • the decline of an EV’s range resulting from deterioration over time in the battery’s ability to hold a charge; • the availability of other types of NEVs, including plug-in hybrid electric vehicles; • improvements in the fuel economy of the internal combustion engine; • the availability of after-sales service for EVs; • the environmental consciousness of consumers; • access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost for charging an EV; • the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles; • perceptions about and the actual cost of alternative fuel; and • macroeconomic factors.
On February 29, 2024, the President of the United States issued a statement directing the U.S. Department of Commerce to investigate the national security risks from connected vehicles (CV) that incorporate technology from foreign adversaries, including China, and consider regulations to address those risks. The U.S.
On February 29, 2024, the President of the United States issued a statement directing the U.S. Department of Commerce to investigate the national security risks from connected vehicles that incorporate technology from foreign adversaries, including China, and consider regulations to address those risks.
Public Company Accounting Oversight Board was unable to inspect and investigate completely before 2022 and, as such, our investors have been deprived of the benefits of such inspections in the past, and may be deprived of the benefits of such inspections in the future. • If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future for two consecutive years, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment. • Certain PRC regulations establish procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions. • PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.
Public Company Accounting Oversight Board was unable to inspect and investigate completely before 2022 and, as such, our investors have been deprived of the benefits of such inspections in the past, and may be deprived of the benefits of such inspections in the future. • If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future for two consecutive years, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment. • Certain PRC regulations establish procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions. -12- Table of Contents • PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.
However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor, and there can be no assurance that such legal action in Hong Kong would be resolved in favor of the judgment debtor. -56- Table of Contents Additional remedial measures could be imposed on certain PRC-based accounting firms, including our independent registered public accounting firm, in administrative proceedings instituted by the SEC, as a result of which our financial statements may be determined to not be in compliance with the requirements of the Exchange Act, if at all.
However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor, and there can be no assurance that such legal action in Hong Kong would be resolved in favor of the judgment debtor. -58- Table of Contents Additional remedial measures could be imposed on certain PRC-based accounting firms, including our independent registered public accounting firm, in administrative proceedings instituted by the SEC, as a result of which our financial statements may be determined to not be in compliance with the requirements of the Exchange Act, if at all.
He has the ability to control or exert significant influence over important corporate matters to the extent permitted under the Hong Kong Listing Rules, and the memorandum and articles of association, and investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including: • the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; -60- Table of Contents • any determinations with respect to mergers or other business combinations; • our disposition of substantially all of our assets; and • any change in control.
He has the ability to control or exert significant influence over important corporate matters to the extent permitted under the Hong Kong Listing Rules, and the memorandum and articles of association, and investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including: • the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; • any determinations with respect to mergers or other business combinations; • our disposition of substantially all of our assets; and -62- Table of Contents • any change in control.
For our direct stores, we may need to invest significant capital and management resources to operate existing direct stores and open new ones, and there can be no assurance that we will be able to improve the operational efficiency of our direct stores. -16- Table of Contents While our franchise model enables us to pursue an asset-light expansion strategy, such model is also subject to a number of risks, and our increasing focus on developing our franchise network may result in increasing dependence on the performance of our franchisees and our ability to effectively manage our network of distributors.
For our direct stores, we may need to invest significant capital and management resources to operate existing direct stores and open new ones, and there can be no assurance that we will be able to improve the operational efficiency of our direct stores. -18- Table of Contents While our franchise model enables us to pursue an asset-light expansion strategy, such model is also subject to a number of risks, and our increasing focus on developing our franchise network may result in increasing dependence on the performance of our franchisees and our ability to effectively manage our network of distributors.
In the event that we decide to terminate any of our employees or otherwise change our employment or labor practices, the PRC Labor Contract Law and its implementation rules may limit our ability to do so or effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. -50- Table of Contents As the interpretation and implementation of labor-related laws and regulations in China are still evolving, our employment practices may inadvertently violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations.
In the event that we decide to terminate any of our employees or otherwise change our employment or labor practices, the PRC Labor Contract Law and its implementation rules may limit our ability to do so or effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. -52- Table of Contents As the interpretation and implementation of labor-related laws and regulations in China are still evolving, our employment practices may inadvertently violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations.
As the transfer prices of such equity transfers might be subject to review and tax adjustment with reference to the market value by the relevant tax authorities, such authorities may require Xiaopeng Technology or Xiaopeng Chuxing to pay individual income taxes in the PRC on behalf of the individual shareholders for ownership transfer income with reference to the market value accordingly, in which case the amount of tax could be substantial. -59- Table of Contents The affiliate shareholders of the Group VIEs may have conflicts of interest with us, which may materially and adversely affect our business and financial condition.
As the transfer prices of such equity transfers might be subject to review and tax adjustment with reference to the market value by the relevant tax authorities, such authorities may require Xiaopeng Technology or Xiaopeng Chuxing to pay individual income taxes in the PRC on behalf of the individual shareholders for ownership transfer income with reference to the market value accordingly, in which case the amount of tax could be substantial. -61- Table of Contents The affiliate shareholders of the Group VIEs may have conflicts of interest with us, which may materially and adversely affect our business and financial condition.
If we are unable to find an alternative supplier willing and able to meet our needs on terms acceptable to us on a timely basis or at all, our production and deliveries would be materially disrupted, which may materially and adversely affect our business, results of operations and financial condition. -18- Table of Contents We have incurred significant losses and had recorded negative cash flows from operating activities in the past, all of which may continue in the future.
If we are unable to find an alternative supplier willing and able to meet our needs on terms acceptable to us on a timely basis or at all, our production and deliveries would be materially disrupted, which may materially and adversely affect our business, results of operations and financial condition. -20- Table of Contents We have incurred significant losses and had recorded negative cash flows from operating activities in the past, all of which may continue in the future.
To exercise direct control over product quality and gain more flexibility in adjusting our manufacturing process and production capacity, we built our own plants in Zhaoqing and Guangzhou, Guangdong province. Currently, we manufacture our vehicles at the plants in Zhaoqing and Guangzhou.
To exercise direct control over product quality and gain more flexibility in adjusting our manufacturing process and production capacity, we built our own plants in Zhaoqing and Guangzhou, Guangdong province. Currently, we manufacture our vehicles at our plants in Zhaoqing and Guangzhou.
In June 2020, XPeng Inc. adopted a share incentive plan, or the Plan, to replace the share incentive plan adopted by Chengxing Zhidong, and we issued restricted share units, or RSUs to replace the options granted to certain employees of Chengxing Zhidong and its subsidiaries.
In June 2020, XPeng Inc. adopted a share incentive plan, or the 2019 Plan, to replace the share incentive plan adopted by Chengxing Zhidong, and we issued restricted share units, or RSUs to replace the options granted to certain employees of Chengxing Zhidong and its subsidiaries.
In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in our services or the failure of our systems. -31- Table of Contents We are subject to anti-corruption and anti-bribery and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in our services or the failure of our systems. -33- Table of Contents We are subject to anti-corruption and anti-bribery and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from the initial public offering in the U.S. and the follow-on public offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. -54- Table of Contents Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.
If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from the initial public offering in the U.S. and the follow-on public offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. -56- Table of Contents Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.
Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies. -55- Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on United States or other foreign laws, against us, our directors, executive officers or the expert named in this annual report.
Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies. -57- Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on United States or other foreign laws, against us, our directors, executive officers or the expert named in this annual report.
If dividends paid to our non-PRC investors, or gains from the transfer of the ADSs or Class A ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in the ADSs or Class A ordinary shares may decline significantly. -52- Table of Contents We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business.
If dividends paid to our non-PRC investors, or gains from the transfer of the ADSs or Class A ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in the ADSs or Class A ordinary shares may decline significantly. -54- Table of Contents We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business.
As a result, we may be required to expend valuable resources to comply with Bulletin 7 and SAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these publications, or to establish that our company should not be taxed under these publications, which may have a material adverse effect on our financial condition and results of operations. -53- Table of Contents We are subject to restrictions on currency exchange.
As a result, we may be required to expend valuable resources to comply with Bulletin 7 and SAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these publications, or to establish that our company should not be taxed under these publications, which may have a material adverse effect on our financial condition and results of operations. -55- Table of Contents We are subject to restrictions on currency exchange.
If we were unable to conduct our business as it is currently conducted as a result of such regulatory changes, our business, results of operations and financial condition would be materially and adversely affected. -39- Table of Contents Furthermore, the U.S. government has imposed measures regarding limiting or restricting China-based companies from accessing U.S. capital markets and delisting certain China-based companies from U.S. national securities exchanges.
If we were unable to conduct our business as it is currently conducted as a result of such regulatory changes, our business, results of operations and financial condition would be materially and adversely affected. -41- Table of Contents Furthermore, the U.S. government has imposed measures regarding limiting or restricting China-based companies from accessing U.S. capital markets and delisting certain China-based companies from U.S. national securities exchanges.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A ordinary shares and ADSs to investors and cause the value of such securities to significantly decline or be worthless. -11- Table of Contents • For instance, on February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (“Overseas Listing Trial Measures”) and relevant five guidelines, which became effective on March 31, 2023.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A ordinary shares and ADSs to investors and cause the value of such securities to significantly decline or be worthless. • For instance, on February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (“Overseas Listing Trial Measures”) and relevant five guidelines, which became effective on March 31, 2023.
There can be no assurance that we would be able to complete the applicable cybersecurity review procedures in a timely manner, or at all, if we are required to follow such procedures. -23- Table of Contents Any misuse of smart technology, such as facial recognition technology, may have a material adverse effect on our reputation and results of operations.
There can be no assurance that we would be able to complete the applicable cybersecurity review procedures in a timely manner, or at all, if we are required to follow such procedures. -25- Table of Contents Any misuse of smart technology, such as facial recognition technology, may have a material adverse effect on our reputation and results of operations.
These requirements are evolving and may not always be uniform across jurisdictions in which we operate, which may further increase compliance burden and associated regulatory and reporting costs and complexity. -37- Table of Contents If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
These requirements are evolving and may not always be uniform across jurisdictions in which we operate, which may further increase compliance burden and associated regulatory and reporting costs and complexity. -39- Table of Contents If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE subsequently issued several circulars in the following years to provide additional guidelines on the use by foreign-invested entities’ of the income under their capital accounts generated from their capital, foreign debt and overseas listing.
Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE subsequently issued several circulars in the following years to provide additional guidelines on the use by foreign-invested entities of the income under their capital accounts generated from their capital, foreign debt and overseas listing.
Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.” Our independent registered public accounting firm has issued a report, which has concluded that we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023. However, our internal control over financial reporting may not prevent or detect all errors and all fraud.
Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.” Our independent registered public accounting firm has issued a report, which has concluded that we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024. However, our internal control over financial reporting may not prevent or detect all errors and all fraud.
Business Overview—Regulations—Regulations on M&A Rules and Overseas Listings.” -49- Table of Contents PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.
Business Overview—Regulations—Regulations on M&A Rules and Overseas Listings.” -51- Table of Contents PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.
Nonetheless, if the PRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, our Class A ordinary shares and ADSs may decline in value if we are unable to assert our contractual control rights over the assets of the Group VIEs. -12- Table of Contents • We rely on contractual arrangements with the Group VIEs and their respective affiliate shareholders to operate certain businesses that do not have and are not expected in the foreseeable future to have material revenue contributions to the Group.
Nonetheless, if the PRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, our Class A ordinary shares and ADSs may decline in value if we are unable to assert our contractual control rights over the assets of the Group VIEs. • We rely on contractual arrangements with the Group VIEs and their respective affiliate shareholders to operate certain businesses that do not have and are not expected in the foreseeable future to have material revenue contributions to the Group.
As a result of these laws, rules and regulations, our subsidiaries incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances. Certain of our subsidiaries did not have any retained earnings available for distribution in the form of dividends as of December 31, 2023.
As a result of these laws, rules and regulations, our subsidiaries incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances. Certain of our subsidiaries did not have any retained earnings available for distribution in the form of dividends as of December 31, 2024.
Risks Factors—Risks Relating to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules and how they may impact our business, financial condition and results of operations.” PRC Permissions and Approvals As of the date of this annual report, we have obtained all requisite permissions and approvals that are material to the Group’s operations in China as of the date hereof, and Zhaoqing Xiaopeng New Energy, as well as our Smart EVs (the P5, the P7, the G9, the G6 and the X9), has been listed in Announcement of the Vehicle Manufacturers and Products issued by the MIIT, which represented the governmental approval required for Zhaoqing Xiaopeng New Energy to be a qualified manufacturer for the manufacturing and sales of our Smart EVs.
Risks Factors—Risks Relating to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and its implementing rules and how they may impact our business, financial condition and results of operations.” PRC Permissions and Approvals As of the date of this annual report, we have obtained all requisite permissions and approvals that are material to the Group’s operations in China as of the date hereof, and Zhaoqing Xiaopeng New Energy, as well as our Smart EVs (the P7i, the G9, the G6, the X9, the MONA M03 and the P7+), has been listed in Announcement of the Vehicle Manufacturers and Products issued by the MIIT, which represented the governmental approval required for Zhaoqing Xiaopeng New Energy to be a qualified manufacturer for the manufacturing and sales of our Smart EVs.
If we or our employees are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: • cease offering Smart EVs or services that incorporate or use the challenged intellectual property; • pay substantial damages; • seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; • redesign our Smart EVs or relevant services which would incur significant cost; or • establish and maintain alternative branding for our Smart EVs and services.
If we or our employees are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: • cease offering Smart EVs or services that incorporate or use the challenged intellectual property; • pay substantial damages; -36- Table of Contents • seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; • redesign our Smart EVs or relevant services which would incur significant cost; or • establish and maintain alternative branding for our Smart EVs and services.
If products from our competitors successfully compete with or surpass the quality or performance of our vehicles at more competitive prices, our profitability and results of operations may be materially and adversely affected. -14- Table of Contents In addition, volatility in the automobile industry may materially and adversely affect our business, prospects, operating results and financial condition.
If products from our competitors successfully compete with or surpass the quality or performance of our vehicles at more competitive prices, our profitability and results of operations may be materially and adversely affected. -16- Table of Contents In addition, volatility in the automobile industry may materially and adversely affect our business, prospects, operating results and financial condition.
If the market for EVs does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be affected. -30- Table of Contents If we fail to effectively manage the risks related to our auto financing program, our business may be adversely affected.
If the market for EVs does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be affected. -32- Table of Contents If we fail to effectively manage the risks related to our auto financing program, our business may be adversely affected.
We plan to further grow our business by, among other things, investing in technology, expanding our product portfolio, strengthening our brand recognition, expanding our sales and marketing network and service offerings. Our future operating results will depend to a large extent on our ability to manage our expansion and growth successfully.
We plan to further grow our business by, among other things, investing in technology, expanding our product portfolio, providing technology services, strengthening our brand recognition, expanding our sales and marketing network and service offerings. Our future operating results will depend to a large extent on our ability to manage our expansion and growth successfully.
If our research and development efforts fail to keep up with the latest technological developments, we would suffer a decline in our competitive position. For example, we believe ADAS is a key factor that differentiates our Smart EVs from competing products, and we have dedicated significant research and development efforts in this area.
If our research and development efforts fail to keep up with the latest technological developments, we would suffer a decline in our competitive position. For example, we believe ADAS is a key factor that differentiates our Smart EVs from competing products, and we have dedicated significant research and development efforts.
If we are unable to roll out and establish a broad service network covering both online and offline channels, consumer experience could be adversely affected, which in turn could materially and adversely affect our sales, results of operations and prospects. We may face challenges in providing charging solutions.
If we are unable to roll out and establish a broad service network covering both online and offline channels, customer experience could be adversely affected, which in turn could materially and adversely affect our sales, results of operations and prospects. We may face challenges in providing charging solutions.
In addition, beginning at the same time, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. As of December 31, 2023, our management has concluded that our internal control over financial reporting was effective. See “Item 15.
In addition, beginning at the same time, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. As of December 31, 2024, our management has concluded that our internal control over financial reporting was effective. See “Item 15.
We are dependent on our suppliers, some of which are single-source suppliers. Suppliers may fail to deliver necessary components of our Smart EVs according to our schedule and at prices, quality levels and volumes acceptable to us. We procure components from both domestic suppliers and global suppliers, some of which are currently our single-source suppliers for certain components.
Suppliers may fail to deliver necessary components of our Smart EVs according to our schedule and at prices, quality levels and volumes acceptable to us. We procure components from both domestic suppliers and global suppliers, some of which are currently our single-source suppliers for certain components.
When a general meeting is convened, the holders of ADSs may not receive sufficient notice of a shareholders’ meeting to permit the withdrawal of the underlying Class A ordinary shares represented by their ADSs to allow them to cast their votes with respect to any specific matter.
When a general meeting is convened, the holders of ADSs may not receive sufficient notice of a shareholders’ meeting to permit the withdrawal of the underlying Class A ordinary shares represented by their ADSs to allow them to cast their votes as a shareholder with respect to any specific matter.
In particular, we source a majority of semiconductor-contained components from single-source suppliers. If any of such suppliers fails to meet our demand, it may take us significant time, and we may incur significant expenses to find alternative suppliers and quantify their components.
In particular, we source a number of semiconductor-contained components from single-source suppliers. If any of such suppliers fails to meet our demand, it may take us significant time, and we may incur significant expenses to find alternative suppliers and quantify their components.
For example, the vehicle models under the respective cooperation with the Volkswagen Group and DiDi may not achieve massive-production or customer delivery in a timely manner, or at all, and the market acceptance of such vehicle models may not be satisfactory.
For example, the vehicle models under the cooperation with the Volkswagen Group may not achieve massive-production or customer delivery in a timely manner, or at all, and the market acceptance of such vehicle models may not be satisfactory.
Any failure to timely find alternative component sources may materially delay delivery of our Smart EVs, which may materially and adversely impact our business and results of operations. -25- Table of Contents We do not manufacture certain key hardware components for our ADAS, such as semiconductors, millimeter-wave radars, ultrasonic sensors and cameras, and we import certain of such components from foreign countries.
Any failure to timely find alternative component sources may materially delay delivery of our Smart EVs, which may materially and adversely impact our business and results of operations. We do not manufacture certain key hardware components for our ADAS, such as semiconductors, millimeter-wave radars, ultrasonic sensors and cameras, and we import certain of such components from foreign countries.
These uncertainties may impede our ability to enforce the contracts we have entered into and/or our intellectual property rights and could materially and adversely affect our business, financial condition and results of operations. The audit report included in this annual report is prepared by an auditor located in a jurisdiction which the U.S.
These uncertainties may impede our ability to enforce the contracts we have entered into and/or our intellectual property rights and could materially and adversely affect our business, financial condition and results of operations. -49- Table of Contents The audit report included in this annual report is prepared by an auditor located in a jurisdiction which the U.S.
As consumer preferences are continuously evolving, we may fail to introduce desirable product features in a timely manner. Our Smart EVs may contain defects in design or manufacturing that cause them not to perform as expected or that require repair, and certain features of our Smart EVs may take longer than expected to become enabled.
As consumer preferences are continuously evolving, we may fail to introduce desirable product features in a timely manner. -17- Table of Contents Our Smart EVs may contain defects in design or manufacturing that cause them not to perform as expected or that require repair, and certain features of our Smart EVs may take longer than expected to become enabled.
Guangdong Pengxing Intelligent Co., Ltd. and its subsidiaries are primarily involved in research and development of robots with human-robot interaction functions. -6- Table of Contents Contractual Arrangements with the Group VIEs and Their Shareholders XPeng Inc. is a Cayman Islands holding company, and the Group’s operations are primarily conducted through its subsidiaries in China.
Guangdong Pengxing Intelligent Co., Ltd. and its subsidiaries are primarily involved in research and development of robots with human-robot interaction functions. Contractual Arrangements with the Group VIEs and Their Shareholders XPeng Inc. is a Cayman Islands holding company, and the Group’s operations are primarily conducted through its subsidiaries in China.
Any attempts to increase product prices in response to increased material costs could result in decrease in sales and therefore materially and adversely affect our brand, image, business, prospects and operating results. Any delays in the manufacturing and launch of the commercial production vehicles in our pipeline could have a material adverse effect on our business.
Any attempts to increase product prices in response to increased material costs could result in decrease in sales and therefore materially and adversely affect our brand, image, business, prospects and operating results. -29- Table of Contents Any delays in the manufacturing and launch of the commercial production vehicles in our pipeline could have a material adverse effect on our business.
Failure of any of our Smart EV models to satisfy motor vehicle standards would have a material adverse effect on our business, prospects, financial condition and results of operations. Our Smart EVs make use of lithium cells, and lithium cells may catch fire or vent smoke and flame on rare occasions.
Failure of any of our Smart EV models to satisfy motor vehicle standards would have a material adverse effect on our business, prospects, financial condition and results of operations. -35- Table of Contents Our Smart EVs make use of lithium cells, and lithium cells may catch fire or vent smoke and flame on rare occasions.
We could, in the future, become subject to a significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our business, prospects, financial condition and results of operation. -38- Table of Contents We could be adversely affected by political tensions between the United States and China.
We could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our business, prospects, financial condition and results of operation. -40- Table of Contents We could be adversely affected by political tensions between the United States and China.
Consolidated Statements and Other Financial Information—Dividend Policy.” Therefore, you should not rely on an investment in our Class A ordinary shares and ADSs as a source for any future dividend income. -64- Table of Contents Our board of directors has complete discretion as to whether to distribute dividends.
Consolidated Statements and Other Financial Information—Dividend Policy.” Therefore, you should not rely on an investment in our Class A ordinary shares and ADSs as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends.
If Hong Kong stamp duty is determined by the competent authority to apply to the trading or conversion of our ADSs, the trading price and the value of your investment in our Class A ordinary shares and/or ADSs may be affected. -72- Table of Contents Our investors may experience further dilution if we issue additional ADSs and/or Class A ordinary shares in the future.
If Hong Kong stamp duty is determined by the competent authority to apply to the trading or conversion of our ADSs, the trading price and the value of your investment in our Class A ordinary shares and/or ADSs may be affected. Our investors may experience further dilution if we issue additional ADSs and/or Class A ordinary shares in the future.
All of the above could have a material adverse effect on our financial condition and operating results. -26- Table of Contents Increases in costs, disruption of supply or shortage of components and materials could have a material adverse impact on our business. We incur significant costs related to procuring components and raw materials required to manufacture our Smart EVs.
All of the above could have a material adverse effect on our financial condition and operating results. Increases in costs, disruption of supply or shortage of components and materials could have a material adverse impact on our business. We incur significant costs related to procuring components and raw materials required to manufacture our Smart EVs.
Taxation—Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company.” As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.
Taxation—Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company.” -72- Table of Contents As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.
Accordingly, holders of ADSs may be unable to participate in our rights offerings in the future and may experience dilution in their holdings. -66- Table of Contents Holders of our ADSs may not receive cash dividends or other distributions if the depositary determines it is illegal or impractical to make such cash dividends or other distributions available to them.
Accordingly, holders of ADSs may be unable to participate in our rights offerings in the future and may experience dilution in their holdings. Holders of our ADSs may not receive cash dividends or other distributions if the depositary determines it is illegal or impractical to make such cash dividends or other distributions available to them.
For example, the operation of our Smart EVs is highly dependent on our proprietary software, such as XPILOT, XNGP, Xmart OS and XOS Tianji, which is inherently complex. These software systems may contain latent defects and errors or be subject to external attacks.
For example, the operation of our Smart EVs is highly dependent on our proprietary software, such as XNGP and XOS Tianji, which is inherently complex. These software systems may contain latent defects and errors or be subject to external attacks.
Such contractual arrangements may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business. We rely on contractual arrangements with the Group VIEs and their respective affiliate shareholders to operate the business in areas where foreign ownership is restricted or prohibited, including the value-added telecommunications business.
Such contractual arrangements may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business. -60- Table of Contents We rely on contractual arrangements with the Group VIEs and their respective affiliate shareholders to operate the business in areas where foreign ownership is restricted or prohibited, including the value-added telecommunications business.
In addition, on October 4, 2023, the European Commission published a notice of initiation of EU anti-subsidy investigations into EU imports of EVs from China (the “EU Subsidy Probe”).
On October 4, 2023, the European Commission published a notice of initiation of EU anti-subsidy investigations into EU imports of EVs from China (the “EU Subsidy Probe”).
Under the deposit agreement for the ADSs, if holders of ADSs do not vote, the depositary will give us a discretionary proxy to vote the underlying Class A ordinary shares represented by their ADSs at shareholders’ meetings unless: • we have instructed the depositary that we do not wish a discretionary proxy to be given; • we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; • a matter to be voted on at the meeting would have an adverse impact on holders of ADSs; or • the voting at the meeting is to be made on a show of hands.
Under the Deposit Agreement for the ADSs, if holders of ADSs do not vote, the depositary will, at our request, give us a discretionary proxy to vote the underlying Class A ordinary shares represented by their ADSs at shareholders’ meetings unless: • we have instructed the depositary that we do not wish a discretionary proxy to be given; • we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; -67- Table of Contents • a matter to be voted on at the meeting would have an adverse impact on holders of ADSs; or • the voting at the meeting is to be made on a show of hands.
As we plan to continue to expand our product offerings, we may continue to face challenges in effectively managing our inventory. Significant impairment charges to our balance of intangible assets could materially and adversely impact our financial position and results of the Group’s operations.
As we plan to continue to expand our product offerings, we may continue to face challenges in effectively managing our inventory. -45- Table of Contents Significant impairment charges to our balance of intangible assets could materially and adversely impact our financial position and results of the Group’s operations.
If this occurs, the trading price of our ADSs and/or Class A ordinary shares could fall substantially either suddenly or over time. -17- Table of Contents We depend on revenues generated from a limited number of Smart EV models.
If this occurs, the trading price of our ADSs and/or Class A ordinary shares could fall substantially either suddenly or over time. We depend on revenues generated from a limited number of Smart EV models.
We are subject to various laws relating to export controls. We have been conducting a portion of our research and development on ADAS in the United States, and we are required to comply with the U.S. laws and regulations on export controls, including the U.S. Department of Commerce’s Export Administration Regulations.
We have been conducting a portion of our research and development on ADAS in the United States, and we are required to comply with the U.S. laws and regulations on export controls, including the U.S. Department of Commerce’s Export Administration Regulations.
The Group’s operations are mainly conducted in the PRC, and substantially all of our revenues have historically been sourced from the PRC. Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political, social and legal developments in the PRC.
The Group’s operations are mainly conducted in the PRC, and historically our revenues have primarily been sourced from the PRC. Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political, social and legal developments in the PRC.
If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted. If incidents, such as self-ignition and products recall, occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subject to adverse publicity.
If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted. -26- Table of Contents If incidents, such as self-ignition and products recall, occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subject to adverse publicity.
Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could involve significant expense and could adversely affect our brand image, business and results of operations. If we are unable to provide quality services, our business and reputation may be materially and adversely affected.
Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could involve significant expense and could adversely affect our brand image, business and results of operations. -30- Table of Contents If we are unable to provide quality customer services, our business and reputation may be materially and adversely affected.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

171 edited+71 added−57 removed238 unchanged
Biggest changeWe are building a rapidly expanding, diversified portfolio of attractive Smart EV models to capture the growing demand for Smart EVs and appeal to the differentiated needs of a broad customer base. • In December 2018, we started delivery of the G3, which is our first Smart EV and a compact SUV. • In May 2020, we started delivery of the P7, which is our second Smart EV and a sports sedan. • In March 2021, we started delivery of the P7 Wing, which is a limited edition designed to accentuate the sporty and dynamic styling of the sports sedan with scissor-style front doors that are traditionally only available in luxury sports vehicles. • In March 2021, we introduced newer versions of the G3 and the P7 that are equipped with lithium iron phosphate battery to provide our customers with a wider variety of options. • In April 2021, we unveiled the P5, which is our third Smart EV and a family sedan, and started delivery in September 2021. -74- Table of Contents • In July 2021, we introduced the G3i, which is the mid-cycle facelift version of the G3, and started delivery in August 2021. • In September 2022, we launched the G9, which is our fourth Smart EV and a mid- to large-sized SUV, and started mass delivery in October 2022. • In March 2023, we introduced the P7i, which is the mid-cycle facelift version of the P7, and started delivery during the same month. • In June 2023, we launched the G6, which is our fifth Smart EV, and started delivery to customers in July 2023. • In January 2024, we launched the X9, which is our sixth Smart EV, and started delivery during the same month.
Biggest changeWe are building a rapidly expanding, diversified portfolio of attractive Smart EV models to capture the growing demand for Smart EVs and appeal to the differentiated needs of a broad customer base. • In December 2018, we started delivery of the G3, which is our first Smart EV and a compact SUV. • In May 2020, we started delivery of the P7, which is our second Smart EV and a sports sedan. • In March 2021, we started delivery of the P7 Wing, which is a limited edition designed to accentuate the sporty and dynamic styling of the sports sedan with scissor-style front doors that are traditionally only available in luxury sports vehicles. • In March 2021, we introduced newer versions of the G3 and the P7 that are equipped with lithium iron phosphate battery to provide our customers with a wider variety of options. • In April 2021, we unveiled the P5, which is our third Smart EV and a family sedan, and started delivery in September 2021. • In July 2021, we introduced the G3i, which is the mid-cycle facelift version of the G3, and started delivery in August 2021. • In September 2022, we launched the G9, which is our fourth Smart EV and a mid- to large-sized SUV, and started mass delivery in October 2022. • In March 2023, we upgraded the P7 to P7i, and started delivery during the same month. -76- Table of Contents • In June 2023, we launched the G6, which is our fifth Smart EV, and started delivery to customers in July 2023. • In January 2024, we launched the X9, which is our sixth Smart EV, and started delivery during the same month. • In March 2024, we introduced a new version of P7i, being the first time we brought scissor-style front doors to two-wheel drive models, and started delivery during the same month. • In August 2024, we launched the MONA M03, which is the first Smart EV of the MONA series and our seventh Smart EV, and started delivery of MONA M03 during the same month. • In September 2024, we introduced a new version of the X9. • In November 2024, we launched the P7+, which is our seventh Smart EV of XPENG series and our eighth Smart EV, and started delivery during the same month. • In March 2025, we upgraded the G6 and the G9 to their respective 2025 Edition and started delivery during the same month. • In April 2025, we upgraded the X9 to its latest 2025 Edition.
Risk Factors—Risks Relating to Our Business and Industry—Certain of our operating subsidiaries may be required to obtain additional licenses or permits or make additional filings or registrations.” Furthermore, the PRC authorities have recently promulgated new or proposed laws and regulations to further regulate securities offerings that are conducted overseas by China-based issuers. For more detailed information, see “Item 4.
Risk Factors—Risks Relating to Our Business and Industry—Certain of our operating subsidiaries may be required to obtain additional licenses or permits or make additional filings or registrations.” Furthermore, the PRC authorities have promulgated new or proposed laws and regulations to further regulate securities offerings that are conducted overseas by China-based issuers. For more detailed information, see “Item 4.
Limited, a wholly-owned subsidiary of DiDi, to acquire, in consideration of the Company’s newly issued Class A ordinary shares, the entire issued share capital of Xiaoju Smart Auto Co. Limited, which, together with its subsidiaries, is contemplated to be able to operate the smart auto development business previously conducted by DiDi.
Limited, a wholly-owned subsidiary of DiDi, to acquire, in consideration for the Company’s newly issued Class A ordinary shares, the entire issued share capital of Xiaoju Smart Auto Co. Limited, which, together with its subsidiaries, is contemplated to be able to operate the smart auto development business previously conducted by DiDi.
The exclusive service agreement also provides that Xiaopeng Technology has the exclusive proprietary rights in any and all intellectual property rights which are developed by Zhipeng IoV at the request of Xiaopeng Technology or are developed by the parties jointly.
The Zhipeng IoV 2024 Exclusive Service Agreement also provides that Xiaopeng Technology has the exclusive proprietary rights in any and all intellectual property rights which are developed by Zhipeng IoV at the request of Xiaopeng Technology or are developed by the parties jointly.
The exclusive service agreement also provides that Xiaopeng Chuxing has the exclusive proprietary rights in any and all intellectual property rights which are developed by Yidian Chuxing at the request of Xiaopeng Chuxing or are developed by the parties jointly.
The Yidian Chuxing 2024 Exclusive Service Agreement also provides that Xiaopeng Chuxing has the exclusive proprietary rights in any and all intellectual property rights which are developed by Yidian Chuxing at the request of Xiaopeng Chuxing or are developed by the parties jointly.
We own land use rights with respect to a parcel of land of over 63,000 square meters in Guangzhou, Guangdong Province, and such land use rights expire in 2070.
We also own land use rights with respect to a parcel of land of over 63,000 square meters in Guangzhou, Guangdong Province, and such land use rights expire in 2070.
We also own land use rights with respect to a parcel of land of over 1,000,000 square meters in Wuhan, Hubei Province, and such land use rights do not expire until 2072 or at a later time. We have commenced the construction of a new manufacturing base on this parcel of land in July 2021.
In addition, we own land use rights with respect to a parcel of land of over 1,000,000 square meters in Wuhan, Hubei Province, and such land use rights do not expire until 2072 or at a later time. We have commenced the construction of a new manufacturing base on this parcel of land in July 2021.
Power of Attorney Pursuant to the power of attorney executed in September 2021, each individual shareholder of Zhipeng IoV has irrevocably undertaken to appoint Xiaopeng Technology or its designated persons (including but not limited to directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the individual shareholders of Zhipeng IoV during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in Zhipeng IoV according to the articles of association of Zhipeng IoV, including but not limited to, the rights to (i) convene and participate in individual shareholders’ meeting pursuant to the articles of Zhipeng IoV in the capacity of a proxy of the individual shareholders of Zhipeng IoV; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at individual shareholders’ meetings and the appointment and election of directors, supervisors and other senior management of Zhipeng IoV to be appointed by the individual shareholders, dispose the company assets, amend the articles of Zhipeng IoV and exercise the rights of the individual shareholders in the event of liquidation of Zhipeng IoV; (iii) sign or submit any required document to any company registry or other authorities in the capacity of a proxy of the individual shareholders; (iv) to exercise rights of individual shareholders and any other voting rights of individual shareholders under the relevant PRC laws and regulations and the articles of associations of Zhipeng IoV, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreement, asset transfer agreement and individual shareholders resolutions when there is a transfer of shareholding in Zhipeng IoV by the individual shareholders in accordance with exclusive option agreement, assets transfer, capital reduction or capital increase in Zhipeng IoV; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Technology and its designated persons.
Pursuant to the Zhipeng IoV 2024 Power of Attorney, the current individual shareholder of Zhipeng IoV has irrevocably undertaken to appoint Xiaopeng Technology or its designated persons (including but not limited to directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the current individual shareholder of Zhipeng IoV during the term of the Zhipeng IoV 2024 Power of Attorney: to act on behalf of such shareholder as his exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in Zhipeng IoV according to the articles of association of Zhipeng IoV, including but not limited to, the rights to (i) convene and participate in shareholders’ meeting pursuant to the articles of Zhipeng IoV in the capacity of a proxy of the current individual shareholder of Zhipeng IoV; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at shareholders’ meetings and the appointment and election of directors, supervisors and other senior management of Zhipeng IoV to be appointed by the shareholders, dispose the company assets, amend the articles of Zhipeng IoV and exercise the rights of the current individual shareholder in the event of liquidation of Zhipeng IoV; (iii) sign or submit any required document to any company registry or other authorities in the capacity of a proxy of the current individual shareholder; (iv) to exercise rights of the current individual shareholder and any other voting rights of current individual shareholder under the relevant PRC laws and regulations and the articles of associations of Zhipeng IoV, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreements, asset transfer agreements and shareholder resolutions when there is a transfer of shareholding in Zhipeng IoV by the current individual shareholder in accordance with the Zhipeng IoV 2024 Exclusive Option Agreement, assets transfer, capital reduction or capital increase in Zhipeng IoV; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Technology and its designated persons.
We may be required to make further adjustments to our business practices to comply with this law. -93- Table of Contents On July 30, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, effective on September 1, 2021.
We may be required to make further adjustments to our business practices to comply with this law. -97- Table of Contents On July 30, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, effective on September 1, 2021.
Further, pursuant to the exclusive option agreement, Yidian Chuxing and its individual shareholders have respectively undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Xiaopeng Chuxing, including but not limited to matters including: (1) The individual shareholders shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) Yidian Chuxing shall not increase or reduce the registered capital of the Company, or cause the Company to merge with other entity; (3) Yidian Chuxing shall not dispose of any material assets (other than in its ordinary course of business); (4) Yidian Chuxing shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The individual shareholders shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) Yidian Chuxing shall not distribute any distributable profit, bonus or dividend; -108- Table of Contents (7) Yidian Chuxing shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) Yidian Chuxing shall not amend its articles; and (9) Yidian Chuxing shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
Further, pursuant to the Yidian Chuxing 2024 Exclusive Option Agreement, Yidian Chuxing and its current individual shareholder have respectively undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Xiaopeng Chuxing, including but not limited to matters including: (1) The current individual shareholder shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) Yidian Chuxing shall not increase or reduce the registered capital of the Company, or cause the Company to merge with other entity; (3) Yidian Chuxing shall not dispose of any material assets (other than in its ordinary course of business); (4) Yidian Chuxing shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The current individual shareholder shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) Yidian Chuxing shall not distribute any distributable profit, bonus or dividend; (7) Yidian Chuxing shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) Yidian Chuxing shall not amend its articles; and (9) Yidian Chuxing shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
In consideration of the services provided by Xiaopeng Motor Sales, GIIA shall pay Xiaopeng Motor Sales annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Motor Sales’ suggestion to the extent permitted by PRC law.
In consideration for the services provided by Xiaopeng Motor Sales, GIIA shall pay Xiaopeng Motor Sales annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Motor Sales’ suggestion to the extent permitted by PRC law.
In consideration of the services provided by Xiaopeng Technology, Xintu Technology shall pay Xiaopeng Technology annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Technology’s suggestion to the extent permitted by PRC law.
In consideration for the services provided by Xiaopeng Technology, Xintu Technology shall pay Xiaopeng Technology annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Technology’s suggestion to the extent permitted by PRC law.
We also lease a number of facilities for our direct stores, self-operated charging stations and logistics centers across China and several flexible workspaces or co-working spaces in Denmark, the Netherlands, Norway, Sweden and Germany. We intend to add new facilities or expand our existing facilities as we scale up our business operation.
We also lease a number of facilities for our direct stores, self-operated charging stations and logistics centers across China and several flexible workspaces or co-working spaces in Hong Kong, Denmark, the Netherlands, Norway, Sweden, Germany and France. We intend to add new facilities or expand our existing facilities as we scale up our business operation.
According to the Revised Confidentiality and Archives Administration Provisions, where overseas securities regulators or relevant competent authorities request to inspect, investigate or collect evidence from Chinese domestic companies concerning their overseas offering and listing or their securities companies and securities service providers that undertake securities business for such Chinese domestic companies, such inspection, investigation and evidence collection must be conducted under the cross-border regulatory cooperation mechanism, and the CSRC or competent authorities of the Chinese government will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanism. -101- Table of Contents C.
According to the Revised Confidentiality and Archives Administration Provisions, where overseas securities regulators or relevant competent authorities request to inspect, investigate or collect evidence from Chinese domestic companies concerning their overseas offering and listing or their securities companies and securities service providers that undertake securities business for such Chinese domestic companies, such inspection, investigation and evidence collection must be conducted under the cross-border regulatory cooperation mechanism, and the CSRC or competent authorities of the Chinese government will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanism.
Contractual Arrangements with Xintu Technology and Its Shareholder Exclusive Service Agreement Under the exclusive service agreement executed in August 2021, Xintu Technology appoints Xiaopeng Technology as its exclusive services provider to provide Xintu Technology with services related to Xintu Technology’s business during the term of the exclusive service agreement.
Contractual Arrangements with Xintu Technology and Its Shareholder Exclusive Service Agreement Under the exclusive service agreement executed in August 2021, Xintu Technology appointed Xiaopeng Technology as its exclusive services provider to provide Xintu Technology with services related to Xintu Technology’s business during the term of the exclusive service agreement.
Subject to the relevant PRC laws and regulations, Xintu Technology’s shareholder has also undertaken that it will return to Xiaopeng Technology any consideration he receives in the event that Xiaopeng Technology exercises the options under the exclusive option agreement to acquire the equity interests in Xintu Technology. -110- Table of Contents Further, pursuant to the exclusive option agreement, Xintu Technology and its shareholder have respectively undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Xiaopeng Technology, including but not limited to matters including: (1) The shareholder shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) Xintu Technology shall not increase or reduce its registered capital, or cause it to merge with other entity; (3) Xintu Technology shall not dispose of any material assets (other than in its ordinary course of business); (4) Xintu Technology shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The shareholder shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) Xintu Technology shall not distribute any distributable profit, bonus or dividend; (7) Xintu Technology shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) Xintu Technology shall not amend its articles; and (9) Xintu Technology shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
Subject to the relevant PRC laws and regulations, Zhipeng IoV’s current individual shareholder has also undertaken that he will return to Xiaopeng Technology any consideration he receives in the event that Xiaopeng Technology exercises the options under the Zhipeng IoV 2024 Exclusive Option Agreement to acquire the equity interests in Zhipeng IoV. -109- Table of Contents Further, pursuant to the Zhipeng IoV 2024 Exclusive Option Agreement, Zhipeng IoV and its current individual shareholder have respectively undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Xiaopeng Technology, including but not limited to matters including: (1) The current individual shareholder shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) Zhipeng IoV shall not increase or reduce its registered capital, or cause it to merge with other entity; (3) Zhipeng IoV shall not dispose of any material assets (other than in its ordinary course of business); (4) Zhipeng IoV shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The current individual shareholder shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) Zhipeng IoV shall not distribute any distributable profit, bonus or dividend; (7) Zhipeng IoV shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) Zhipeng IoV shall not amend its articles; and (9) Zhipeng IoV shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
The information contained on, or linked from, our website is not a part of this annual report. The SEC maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system. B.
The information contained on, or linked from, our website is not a part of this annual report. -75- Table of Contents The SEC maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system. B.
Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention. -83- Table of Contents Raw Materials and Suppliers We incur significant costs related to procuring components and raw materials required to manufacture our Smart EVs.
Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention. Raw Materials and Suppliers We incur significant costs related to procuring components and raw materials required to manufacture our Smart EVs.
Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.” -103- Table of Contents All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration or court proceedings in China. For additional information, see “Item 3. Key Information—D.
Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.” All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration or court proceedings in China. For additional information, see “Item 3. Key Information—D.
Further, pursuant to the exclusive option agreement, Zhipeng IoV and its individual shareholders have respectively undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Xiaopeng Technology, including but not limited to matters including: (1) The individual shareholders shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) Zhipeng IoV shall not increase or reduce its registered capital, or cause it to merge with other entity; (3) Zhipeng IoV shall not dispose of any material assets (other than in its ordinary course of business); (4) Zhipeng IoV shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The individual shareholders shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) Zhipeng IoV shall not distribute any distributable profit, bonus or dividend; (7) Zhipeng IoV shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) Zhipeng IoV shall not amend its articles; and (9) Zhipeng IoV shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
Further, pursuant to the exclusive option agreement, Xintu Technology and its shareholder have respectively undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Xiaopeng Technology, including but not limited to matters including: (1) The shareholder shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) Xintu Technology shall not increase or reduce its registered capital, or cause it to merge with other entity; (3) Xintu Technology shall not dispose of any material assets (other than in its ordinary course of business); (4) Xintu Technology shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The shareholder shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) Xintu Technology shall not distribute any distributable profit, bonus or dividend; (7) Xintu Technology shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) Xintu Technology shall not amend its articles; and -115- Table of Contents (9) Xintu Technology shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
The loan agreement will remain effective until the earlier of (i) 20 years after the execution date of the loan agreement; (ii) the expiry date of Xiaopeng Technology’s licensed operating period; and (iii) the expiry date of Zhipeng IoV’s licensed operating period.
The Zhipeng IoV 2021 Loan Agreement will remain effective until the earlier of (i) 20 years after the execution date of the Zhipeng IoV 2021 Loan Agreement; (ii) the expiry date of Xiaopeng Technology’s licensed operating period; and (iii) the expiry date of Zhipeng IoV’s licensed operating period.
Exclusive Service Agreement Under the exclusive service agreement executed in January 2024, GIIA appoints Xiaopeng Motor Sales as its exclusive services provider to provide GIIA with services related to GIIA’s business during the term of the exclusive service agreement.
Exclusive Service Agreement Under the exclusive service agreement executed in January 2024, GIIA appointed Xiaopeng Motor Sales as its exclusive services provider to provide GIIA with services related to GIIA’s business during the term of the exclusive service agreement.
In addition, we lease a number of properties in Beijing, Shanghai and Shenzhen as well as in Silicon Valley and San Diego in the United States, primarily for research and development and sales and marketing.
In addition, we lease a number of properties in Beijing, Shanghai and Shenzhen as well as in Silicon Valley and San Diego in the United States, primarily for research and development.
The loan agreement will remain effective until the earlier of (i) 20 years after the execution date of the loan agreement; (ii) the expiry date of Xiaopeng Chuxing’s licensed operating period; and (iii) the expiry date of Yidian Chuxing’s licensed operating period.
The Yidian Chuxing 2021 Loan Agreement will remain effective until the earlier of (i) 20 years after the execution date of the Yidian Chuxing 2021 Loan Agreement; (ii) the expiry date of Xiaopeng Chuxing’s licensed operating period; and (iii) the expiry date of Yidian Chuxing’s licensed operating period.
Our directors consider that the above arrangements will ensure the economic benefits generated from the operations of GIIA will flow to Xiaopeng Motor Sales and hence our company as a whole. -111- Table of Contents Loan Agreement Pursuant to the loan agreement executed in January 2024, Xiaopeng Motor Sales should provide Mr.
Our directors consider that the above arrangements will ensure the economic benefits generated from the operations of GIIA will flow to Xiaopeng Motor Sales and hence our company as a whole. Loan Agreement Pursuant to the loan agreement executed in January 2024, Xiaopeng Motor Sales should provide Mr.
Power of Attorney Pursuant to the power of attorney executed in September 2021, each individual shareholder of Yidian Chuxing has irrevocably undertaken to appoint Xiaopeng Chuxing or its designated persons (including but not limited directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the individual shareholders of Yidian Chuxing during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in Yidian Chuxing according to the articles of association of Yidian Chuxing, including but not limited to, the rights to (i) convene and participate in individual shareholders’ meeting pursuant to the articles of Yidian Chuxing in the capacity of a proxy of the individual shareholders of Yidian Chuxing; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at individual shareholders’ meetings and the appointment and election of directors, supervisors and other senior management of Yidian Chuxing to be appointed by the individual shareholders, dispose the company assets, amend the articles of Yidian Chuxing and exercise the rights of the individual shareholders in the event of liquidation of Yidian Chuxing; (iii) sign or submit any required document, which shall include meeting minutes, to any company registry or other authorities in the capacity of a proxy of the individual shareholders; (iv) to exercise rights of individual shareholders and any other voting rights of individual shareholders under the relevant PRC laws and regulations and the articles of associations of Yidian Chuxing, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreement, asset transfer agreement and individual shareholders resolutions when there is a transfer of shareholding in Yidian Chuxing by the individual shareholders in accordance with exclusive option agreement, assets transfer, capital reduction or capital increase in Yidian Chuxing; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Technology and its designated persons. -107- Table of Contents Subject to other terms in the power of attorney, the power of attorney shall remain effective for 20 years from September 10, 2021, and can be automatically renewed for one year every sequent year.
Power of Attorney Pursuant to the power of attorney executed in August 2021, the shareholder of Xintu Technology has irrevocably undertaken to appoint Xiaopeng Technology or its designated persons (including but not limited to directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the shareholder of Xintu Technology during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in Xintu Technology according to the articles of association of Xintu Technology, including but not limited to, the rights to (i) convene and participate in shareholders’ meeting pursuant to the articles of Xintu Technology in the capacity of a proxy of the shareholder of Xintu Technology; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at shareholders’ meetings and the appointment and election of directors, supervisors and other senior management of Xintu Technology to be appointed by the shareholder, dispose the company assets, amend the articles of Xintu Technology and exercise the rights of the shareholder in the event of liquidation of Xintu Technology; (iii) sign or submit any required document to any company registry or other authorities in the capacity of a proxy of the shareholder; (iv) to exercise rights of the shareholder and any other voting rights of the shareholder under the relevant PRC laws and regulations and the articles of associations of Xintu Technology, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreement, asset transfer agreement and individual shareholders resolutions when there is a transfer of shareholding in Xintu Technology by the shareholder in accordance with exclusive option agreement, assets transfer, capital reduction or capital increase in Xintu Technology; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Technology and its designated persons. -114- Table of Contents Subject to other terms in the power of attorney, the power of attorney shall remain effective for 20 years from August 12, 2021, and can be automatically renewed for one year every sequent year.
Organizational Structure The following diagram illustrates our corporate structure as of March 31, 2024. Certain entities that are immaterial to our results of operations, business and financial condition are omitted. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%.
C. Organizational Structure The following diagram illustrates our corporate structure as of March 31, 2025. Certain entities that are immaterial to our results of operations, business and financial condition are omitted. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%.
In August 2020, we listed our ADSs on the NYSE under the symbol “XPEV.” In July 2021, we listed our Class A ordinary shares on the Hong Kong Stock Exchange under the stock code “9868.” -73- Table of Contents In July 2023, we and the Volkswagen Group entered into the VW Technical Framework Agreement on strategic technical collaboration and the VW Share Purchase Agreement for strategic minority investment by the Volkswagen Group in us.
In August 2020, we listed our ADSs on the NYSE under the symbol “XPEV.” In July 2021, we listed our Class A ordinary shares on the Hong Kong Stock Exchange under the stock code “9868.” In July 2023, we and the Volkswagen Group entered into the VW Technical Framework Agreement on strategic technical collaboration and the VW Share Purchase Agreement for strategic minority investment by the Volkswagen Group in us.
During the term of loan agreement, Xiaopeng Chuxing has the right, at its sole and absolute discretion, to accelerate maturity of loan at any time.
During the term of Yidian Chuxing 2021 Loan Agreement, Xiaopeng Chuxing has the right, at its sole and absolute discretion, to accelerate maturity of loan at any time.
We primarily target the mid- to high-end segment in China’s passenger vehicle market, with prices ranging from RMB150,000 to RMB400,000. Consumers choose our products primarily because of attractive design, industry-leading electrification and smart technologies, interactive smart mobility experience and long driving range.
We primarily target the mid- to high-end segment in China’s passenger vehicle market, with prices ranging from RMB120,000 to RMB420,000. Consumers choose our products primarily because of attractive design, industry-leading electrification and smart technologies, interactive smart mobility experience and long driving range.
Power of Attorney Pursuant to the power of attorney executed in August 2021, the shareholder of Xintu Technology has irrevocably undertaken to appoint Xiaopeng Technology or its designated persons (including but not limited to directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the shareholder of Xintu Technology during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in Xintu Technology according to the articles of association of Xintu Technology, including but not limited to, the rights to (i) convene and participate in shareholders’ meeting pursuant to the articles of Xintu Technology in the capacity of a proxy of the shareholder of Xintu Technology; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at shareholders’ meetings and the appointment and election of directors, supervisors and other senior management of Xintu Technology to be appointed by the shareholder, dispose the company assets, amend the articles of Xintu Technology and exercise the rights of the shareholder in the event of liquidation of Xintu Technology; (iii) sign or submit any required document to any company registry or other authorities in the capacity of a proxy of the shareholder; (iv) to exercise rights of the shareholder and any other voting rights of the shareholder under the relevant PRC laws and regulations and the articles of associations of Xintu Technology, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreement, asset transfer agreement and individual shareholders resolutions when there is a transfer of shareholding in Xintu Technology by the shareholder in accordance with exclusive option agreement, assets transfer, capital reduction or capital increase in Xintu Technology; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Technology and its designated persons.
Pursuant to the Yidian Chuxing 2024 Power of Attorney, the current individual shareholder of Yidian Chuxing has irrevocably undertaken to appoint Xiaopeng Chuxing or its designated persons (including but not limited directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the current individual shareholders of Yidian Chuxing during the term of the Yidian Chuxing 2024 Power of Attorney: to act on behalf of such shareholder as his exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in Yidian Chuxing according to the articles of association of Yidian Chuxing, including but not limited to, the rights to (i) convene and participate in shareholders’ meeting pursuant to the articles of Yidian Chuxing in the capacity of a proxy of the current individual shareholder of Yidian Chuxing; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at shareholders’ meetings and the appointment and election of directors, supervisors and other senior management of Yidian Chuxing to be appointed by the shareholders, dispose the company assets, amend the articles of Yidian Chuxing and exercise the rights of the current individual shareholder in the event of liquidation of Yidian Chuxing; (iii) sign or submit any required document, which shall include meeting minutes, to any company registry or other authorities in the capacity of a proxy of the current individual shareholder; (iv) to exercise rights of the current individual shareholder and any other voting rights of the current individual shareholder under the relevant PRC laws and regulations and the articles of associations of Yidian Chuxing, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreements, asset transfer agreements and individual shareholder resolutions when there is a transfer of shareholding in Yidian Chuxing by the current individual shareholder in accordance with the Yidian Chuxing 2024 Exclusive Option Agreement, assets transfer, capital reduction or capital increase in Yidian Chuxing; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Chuxing and its designated persons.
The power of attorney may be terminated by mutual agreement of the relevant parties in writing or when there is a breach of the power of attorney by Zhipeng IoV or its individual shareholders which is not remedied within a reasonable time or 10 days after being requested to remedy the breach.
The Zhipeng IoV 2024 Power of Attorney may be terminated by mutual agreement of the relevant parties in writing or when there is a breach of the Zhipeng IoV 2024 Power of Attorney by Zhipeng IoV or its current individual shareholder which is not remedied within a reasonable time or 10 days after being requested to remedy the breach.
The power of attorney may be terminated by mutual agreement of the relevant parties in writing or when there is a breach of the power of attorney by Yidian Chuxing or its individual shareholders which is not remedied within a reasonable time or 10 days after being requested to remedy the breach.
The Yidian Chuxing 2024 Power of Attorney may be terminated by mutual agreement of the relevant parties in writing or when there is a breach of the Yidian Chuxing 2024 Power of Attorney by Yidian Chuxing or its current individual shareholder which is not remedied within a reasonable time or 10 days after being requested to remedy the breach.
As of March 31, 2024, the construction of our new manufacturing base in Wuhan has been completed and is pending inspection and acceptance procedures conducted by relevant government authorities.
As of March 31, 2025, the construction of our new manufacturing base in Wuhan has been completed, which is pending inspection and acceptance procedures conducted by relevant government authorities.
The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely The Special Management Measures for the Entry of Foreign Investment (Negative List) (2021 version), or the 2021 Foreign Investment Negative List, as promulgated on December 27, 2021 by the National Development and Reform Commission, or the NDRC, and the Ministry of Commerce, or the MOFCOM, and taking effect from January 1,2022, and the Encouraged Industry Catalogue for Foreign Investment (2022 version), as promulgated by the NDRC and the MOFCOM on October 26, 2022 and taking effect on January 1, 2023.
The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely The Special Management Measures for the Entry of Foreign Investment (Negative List) (2024 version), or the 2024 Foreign Investment Negative List, as promulgated on September 26, 2024 by the National Development and Reform Commission, or the NDRC, and the Ministry of Commerce, or the MOFCOM, and taking effect from November 1, 2024, and the Encouraged Industry Catalogue for Foreign Investment (2022 version), as promulgated by the NDRC and the MOFCOM on October 26, 2022 and taking effect on January 1, 2023.
By developing our proprietary software and hardware technologies, we are able to retain better control over the performance and experience of our Smart EVs and have the flexibility to continuously upgrade them. -77- Table of Contents Our ADAS Since inception, we have dedicated significant research and development efforts in ADAS technology, which we believe is a key element for the Smart EV experience.
By developing our proprietary software and hardware technologies, we are able to retain better control over the performance and experience of our Smart EVs and have the flexibility to continuously upgrade them. Our ADAS We have dedicated significant research and development efforts in ADAS technology, which we believe is a key element for the Smart EV experience.
According to the 2021 Foreign Investment Negative List and the Administrative Regulations on Foreign-Invested Telecommunications Enterprises, which were most recently amended by the State Council on April 7, 2022 and took effect on May 1, 2022 and replaced the previous version afterwards, as for the telecommunications businesses open for foreign investment according to China’s WTO commitment, except as otherwise stipulated by the state, the equity interest of foreign investors in the value-added telecommunications enterprises shall not exceed 50%.
According to the 2024 Foreign Investment Negative List and the Administrative Regulations on Foreign-Invested Telecommunications Enterprises, which were most recently amended by the State Council on April 7, 2022 and took effect on May 1, 2022, as for the telecommunications businesses open for foreign investment according to China’s WTO commitment, except as otherwise stipulated by the state, the equity interest of foreign investors in the value-added telecommunications enterprises shall not exceed 50%.
We will continue to expand the XPENG self-operated charging station network coverage, to provide greater accessibility and enhanced charging experience to our customers. In September 2022, we launched seven 480kW S4 supercharging stations in five cities in China.
We will continue to expand the XPENG self-operated charging station network coverage, to provide greater accessibility and enhanced charging experience to our customers. -82- Table of Contents In September 2022, we launched seven 480kW S4 supercharging stations in five cities in China.
The above arrangements will ensure the economic benefits generated from the operations of Yidian Chuxing will flow to Xiaopeng Chuxing and hence, our company as a whole. -106- Table of Contents Loan Agreement Pursuant to the loan agreement executed in September 2021, Xiaopeng Chuxing has provided the individual shareholders of Yidian Chuxing with a loan in the aggregate amount of RMB5.0 million to fund business activities as permitted by Xiaopeng Chuxing.
The above arrangements will ensure the economic benefits generated from the operations of Yidian Chuxing will flow to Xiaopeng Chuxing and hence, our company as a whole. -110- Table of Contents Loan Agreement Pursuant to the loan agreement executed in September 2021 (the “Yidian Chuxing 2021 Loan Agreement”), Xiaopeng Chuxing provided the then individual shareholders of Yidian Chuxing with a loan in the aggregate amount of RMB5.0 million to fund business activities as permitted by Xiaopeng Chuxing.
In the event of such breaches, upon giving written notice to Yidian Chuxing’s individual shareholders, Xiaopeng Chuxing to the extent permitted by PRC laws may exercise the right to enforce the pledge, which is being paid in priority with the equity interest of Yidian Chuxing from the proceeds from auction or sale of the equity interest.
In the event of such breaches, upon giving written notice to Yidian Chuxing’s current individual shareholder, Xiaopeng Chuxing to the extent permitted by PRC laws may exercise the right to enforce the pledge, which is being paid in priority with the equity interests of Yidian Chuxing from the proceeds from auction or sale of the equity interests.
Zheng and Guangzhou Xuetao (collectively, the “GIIA Shareholder”) have irrevocably undertaken to appoint Xiaopeng Motor Sales or its designated persons (including but not limited directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the GIIA Shareholder during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in GIIA according to the articles of association of GIIA, including but not limited to, the rights to (i) convene and participate in the shareholder’s meeting of GIIA pursuant to the articles of GIIA in the capacity of a proxy of the GIIA Shareholder; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at shareholder’s meetings and the appointment and election of directors, supervisors and other senior management of GIIA to be appointed by the GIIA Shareholder, dispose the company assets, amend the articles of GIIA and exercise the rights of the GIIA Shareholder in the event of liquidation of GIIA; (iii) sign or submit any required document, which shall include meeting minutes, to any company registry or other authorities in the capacity of a proxy of the GIIA Shareholder; (iv) to exercise rights of the GIIA Shareholder and any other voting rights of the GIIA Shareholder under the relevant PRC laws and regulations and the articles of associations of GIIA, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreement, asset transfer agreement and individual shareholders resolutions when there is a transfer of shareholding in GIIA by the GIIA Shareholder in accordance with exclusive option agreement, assets transfer, capital reduction or capital increase in GIIA; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Motor Sales and its designated persons. -112- Table of Contents Subject to other terms in the power of attorney, the power of attorney shall remain effective for 20 years from January 31, 2024, and can be automatically renewed for one year every sequent year.
Zheng and Guangzhou Xuetao (collectively, the “GIIA Shareholder”) have irrevocably undertaken to appoint Xiaopeng Motor Sales or its designated persons (including but not limited directors and their successors and liquidators replacing but excluding those non-independent or who may give rise to conflict of interests) to exercise the following rights relating to all equity interests held by the GIIA Shareholder during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and as his attorney-in-fact to exercise such shareholder’s rights in GIIA according to the articles of association of GIIA, including but not limited to, the rights to (i) convene and participate in the shareholder’s meeting of GIIA pursuant to the articles of GIIA in the capacity of a proxy of the GIIA Shareholder; (ii) exercise the voting rights, and adopt resolutions, on matters to be discussed and resolved at shareholder’s meetings and the appointment and election of directors, supervisors and other senior management of GIIA to be appointed by the GIIA Shareholder, dispose the company assets, amend the articles of GIIA and exercise the rights of the GIIA Shareholder in the event of liquidation of GIIA; (iii) sign or submit any required document, which shall include meeting minutes, to any company registry or other authorities in the capacity of a proxy of the GIIA Shareholder; (iv) to exercise rights of the GIIA Shareholder and any other voting rights of the GIIA Shareholder under the relevant PRC laws and regulations and the articles of associations of GIIA, as amended; (v) subject to (ii), to sign and execute any related documents including but not limited to share transfer agreement, asset transfer agreement and individual shareholders resolutions when there is a transfer of shareholding in GIIA by the GIIA Shareholder in accordance with exclusive option agreement, assets transfer, capital reduction or capital increase in GIIA; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Motor Sales and its designated persons.
Further, pursuant to the exclusive option agreement, the GIIA Shareholder has irrevocably undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior written approval from Xiaopeng Motor Sales, including but not limited to matters including: (1) The GIIA Shareholder shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) The GIIA Shareholder shall not increase or reduce GIIA’s registered capital, or cause it to merge with any other entity; (3) The GIIA Shareholder shall not dispose or cause GIIA to dispose of any material assets (other than in its ordinary course of business); (4) The GIIA Shareholder shall not terminate or cause GIIA to terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The GIIA Shareholder shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) The GIIA Shareholder shall not cause GIIA to distribute any distributable profit, bonus or dividend; (7) The GIIA Shareholder shall not take any action (including inaction) that will affect GIIA’s continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) The GIIA Shareholder shall not amend its articles; and -113- Table of Contents (9) The GIIA Shareholder shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
Subject to the relevant PRC laws and regulations, the GIIA Shareholder has also undertaken that it will return to Xiaopeng Motor Sales any consideration it receives in the event that Xiaopeng Motor Sales exercises the options under the exclusive option agreement to acquire the equity interests in GIIA. -117- Table of Contents Further, pursuant to the exclusive option agreement, the GIIA Shareholder has irrevocably undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior written approval from Xiaopeng Motor Sales, including but not limited to matters including: (1) The GIIA Shareholder shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; (2) The GIIA Shareholder shall not increase or reduce GIIA’s registered capital, or cause it to merge with any other entity; (3) The GIIA Shareholder shall not dispose or cause GIIA to dispose of any material assets (other than in its ordinary course of business); (4) The GIIA Shareholder shall not terminate or cause GIIA to terminate any material contract or enter into any contract that will conflict with existing material contracts; (5) The GIIA Shareholder shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; (6) The GIIA Shareholder shall not cause GIIA to distribute any distributable profit, bonus or dividend; (7) The GIIA Shareholder shall not take any action (including inaction) that will affect GIIA’s continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; (8) The GIIA Shareholder shall not amend its articles; and (9) The GIIA Shareholder shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation.
Employees As of December 31, 2021, 2022, and 2023, we had a total of 13,978, 15,829, and 13,550 employees, respectively. The following table sets forth a breakdown of our employees categorized by function as of December 31, 2023.
Employees As of December 31, 2022, 2023, and 2024, we had a total of 15,829, 13,550 and 15,364 employees, respectively. The following table sets forth a breakdown of our employees categorized by function as of December 31, 2024.
Our Guangzhou plant is located in Guangzhou, Guangdong Province, where we lease over 375,000 square meters of land with 230,000 square meters of construction area. Our corporate headquarters is located in Guangzhou, Guangdong Province, where we lease over 117,000 square meters of properties primarily for corporate administration, research and development, trial production and testing.
Our Guangzhou plant is located in Guangzhou, Guangdong Province, where we lease over 1,100,000 square meters of land with 830,000 square meters of construction area. Our corporate headquarters is located in Guangzhou, Guangdong Province, where we lease over 117,000 square meters of properties primarily for corporate administration, research and development, trial production and testing.
In the event of such breaches, upon giving written notice to Zhipeng IoV’s individual shareholders, Xiaopeng Technology to the extent permitted by PRC laws may exercise the right to enforce the pledge, which is being paid in priority with the equity interest of Zhipeng IoV from the proceeds from auction or sale of the equity interest.
In the event of any such breaches, upon giving written notice to Zhipeng IoV’s current individual shareholder, Xiaopeng Technology to the extent permitted by PRC laws may exercise the right to enforce the pledge, which is being paid in priority with the equity interests of Zhipeng IoV from the proceeds from auction or sale of the equity interests.
Unless terminated in accordance with the provisions of the exclusive service agreement or terminated in writing by Xiaopeng Chuxing, the exclusive service agreement shall remain effective for 20 years, starting from September 10, 2021, and can be automatically renewed for one year every sequent year unless otherwise terminated in accordance with the terms of the exclusive service agreement or by a written notice served by Xiaopeng Chuxing.
Unless terminated in accordance with the provisions of the Yidian Chuxing 2024 Exclusive Service Agreement or terminated in writing by Xiaopeng Chuxing, the Yidian Chuxing 2024 Exclusive Service Agreement shall remain effective for 20 years, starting from April 20, 2024, and can be automatically renewed for one year every sequent year unless otherwise terminated in accordance with the terms of the Yidian Chuxing 2024 Exclusive Service Agreement or by a written notice served by Xiaopeng Chuxing.
However, there are substantial uncertainties with respect to Circular 16’s interpretation and implementation in practice. -97- Table of Contents In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profits from domestic entities to offshore entities, including (i) banks must check whether the transaction is genuine by reviewing board resolutions regarding profit distribution, original copies of tax filing records and audited financial statements and stamp with the outward remittance sum and date on the original copies of tax filing records, and (ii) domestic entities must retain income to account for previous years’ losses before remitting any profits.
In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profits from domestic entities to offshore entities, including (i) banks must check whether the transaction is genuine by reviewing board resolutions regarding profit distribution, original copies of tax filing records and audited financial statements and stamp with the outward remittance sum and date on the original copies of tax filing records, and (ii) domestic entities must retain income to account for previous years’ losses before remitting any profits.
The purchase price for the equity interests in Zhipeng IoV shall be equal to the amount of relevant registered capital contributed by the individual shareholders in Zhipeng IoV while the purchase price for the assets of Zhipeng IoV shall be equal to the net book value of such assets, and if such amount in each case is lower than the minimum price permitted by PRC law, the minimum price permitted by PRC law shall be the purchase price.
The purchase or transfer price for the equity interests in Zhipeng IoV shall be equal to the amount of relevant registered capital actually contributed by the current individual shareholder in Zhipeng IoV while the purchase price for the assets of Zhipeng IoV shall be equal to the net book value of such assets, and if such amount in each case is lower than the minimum price permitted by PRC law, the minimum price permitted by PRC law shall be the purchase price.
The purchase price for the equity interests shall be equal to the amount of the relevant registered capital contributed by the individual shareholders in Yidian Chuxing while the purchase price for the assets of Yidian Chuxing shall be equal to the net book value of such assets, and if such amount in each case is lower than the minimum price permitted by PRC law, the minimum price permitted by PRC law shall be the purchase price.
The purchase or transfer price for the equity interests shall be equal to the amount of the relevant registered capital actually contributed by the current individual shareholder in Yidian Chuxing while the purchase price for the assets of Yidian Chuxing shall be equal to the net book value of such assets, and if such amount in each case is lower than the minimum price permitted by PRC law, the minimum price permitted by PRC law shall be the purchase price.
The individual shareholders agree that the proceeds from the transfer of the equity interest of the individual shareholders in Zhipeng IoV, pursuant to the exercise of the right to acquire such equity interest by Xiaopeng Technology under the exclusive option agreement, may be used by the individual shareholders to repay the loan to the extent permitted under PRC law.
The then individual shareholders agreed that the proceeds from the transfer of their respective equity interests in Zhipeng IoV, pursuant to the exercise of the right to acquire such equity interest by Xiaopeng Technology under the exclusive option agreement, may be used by such individual shareholders to repay the loan to the extent permitted under PRC law.
Transfer of Equity Interest in Zhaoqing Xiaopeng New Energy Prior to January 2022, each of (i) Zhaoqing Xiaopeng Automobile Co., Ltd., or Zhaoqing Xiaopeng, which is a wholly-owned subsidiary of the Company, and (ii) Zhaoqing Kunpeng, which is jointly owned by Mr. Heng Xia and Mr. Tao He, held 50% of the equity interest of Zhaoqing Xiaopeng New Energy.
Transfer of Equity Interest in Zhaoqing Xiaopeng New Energy Prior to January 2022, each of (i) Zhaoqing Xiaopeng Automobile Co., Ltd., or Zhaoqing Xiaopeng, which is a wholly-owned subsidiary of the Company, and (ii) Zhaoqing Kunpeng Motor Technology Co., Ltd., or Zhaoqing Kunpeng, which is jointly owned by Mr. Heng Xia and Mr.
We purchased land use rights with respect to an additional parcel of land of over 370,000 square meters in Zhaoqing, Guangdong Province with a construction area of over 220,000 square meters, and such land use rights expire in 2070.
We purchased land use rights with respect to an additional parcel of land of over 370,000 square meters in Zhaoqing, Guangdong Province with a construction area of over 220,000 square meters, and such land use rights expire in 2070. In 2024, we acquired another parcel of land of 9,100 square meters in Zhaoqing.
Contractual Arrangements with Yidian Chuxing and Its Individual Shareholders Exclusive Service Agreement Under the exclusive service agreement executed in September 2021, Yidian Chuxing appoints Xiaopeng Chuxing as its exclusive services provider to provide Yidian Chuxing with services related to Yidian Chuxing’s business during the term of the exclusive service agreement.
Contractual Arrangements with Yidian Chuxing and Its Shareholders Exclusive Service Agreement Under the exclusive service agreement executed in September 2021 (the “Yidian Chuxing 2021 Exclusive Service Agreement”), Yidian Chuxing appointed Xiaopeng Chuxing as its exclusive services provider to provide Yidian Chuxing with services related to Yidian Chuxing’s business during the term of the Yidian Chuxing 2021 Exclusive Service Agreement.
Unless terminated in accordance with the provisions of the exclusive service agreement or terminated in writing by Xiaopeng Technology, the exclusive service agreement shall remain effective for 20 years from September 6, 2021, and can be automatically renewed for one year every sequent year unless otherwise terminated in accordance with the terms of the exclusive service agreement or by a written notice served by Xiaopeng Technology.
Unless terminated in accordance with the provisions of the Zhipeng IoV 2024 Exclusive Service Agreement or terminated in writing by Xiaopeng Technology, the Zhipeng IoV 2024 Exclusive Service Agreement shall remain effective for 20 years from April 20, 2024 , and can be automatically renewed for one year every sequent year unless otherwise terminated in accordance with the terms of the Zhipeng IoV 2024 Exclusive Service Agreement or by a written notice served by Xiaopeng Technology.
If Yidian Chuxing or any of its individual shareholders breaches their contractual obligations under these agreements, Xiaopeng Chuxing, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If Yidian Chuxing or its current individual shareholder breaches their contractual obligations under these agreements, Xiaopeng Chuxing, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
We are one of the EV companies that have established self-operated charging networks in China, and we will continue to strategically expand the network of our XPENG self-operated charging stations to better serve our customers. -79- Table of Contents After-Sales Services and Warranty We provide efficient after-sales services both offline and online.
We are one of the EV companies that have established self-operated charging networks in China, and we will continue to expand the network of our charging stations through XPENG self-operated charging stations and strategic partnerships to better serve our customers. After-Sales Services and Warranty We provide efficient after-sales services both offline and online.
Zhipeng IoV’s individual shareholders may receive dividends distributed on the equity interest only with prior consent of Xiaopeng Technology. The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed or all secured indebtedness have been fully paid, whichever is later.
Xintu Technology’s shareholder may receive dividends distributed on the equity interest only with prior consent of Xiaopeng Technology. The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed or all secured indebtedness have been fully paid, whichever is later.
Each of the individual shareholders of Zhipeng IoV agrees that, during the term of the equity interest pledge agreements, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Xiaopeng Technology.
The current individual shareholder of Zhipeng IoV agrees that, during the term of the Zhipeng IoV 2024 Equity Interest Pledge Agreement, such shareholder shall not transfer the equity interests, place or permit the existence of any security interest or other encumbrance on the equity interests or any portion thereof, without the prior written consent of Xiaopeng Technology.
Yidian Chuxing’s individual shareholders may receive dividends distributed on the equity interest only with prior consent of Xiaopeng Chuxing. The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed or all secured indebtedness have been fully paid, whichever is later.
Yidian Chuxing’s current individual shareholder may receive dividends distributed on the equity interests only with prior consent of Xiaopeng Chuxing. The Yidian Chuxing 2024 Equity Interest Pledge Agreement remains effective until all obligations under the relevant contractual agreements have been fully performed or all secured indebtedness have been fully paid, whichever is later.
The individual shareholders agree that the proceeds from the transfer of the equity interest of the individual shareholders in Yidian Chuxing, pursuant to the exercise of the right to acquire such equity interest by Xiaopeng Chuxing under the exclusive option agreement, may be used by the individual shareholders to repay the loan to the extent permitted under PRC law.
The then individual shareholders agreed that the proceeds from the transfer of their respective equity interests in Yidian Chuxing, pursuant to the exercise of the right to acquire such equity interests by Xiaopeng Chuxing under the exclusive option agreement, may be used by such individual shareholders to repay the loan to the extent permitted under PRC law.
Each of the individual shareholders of Yidian Chuxing agrees that, during the term of the equity interest pledge agreements, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Xiaopeng Chuxing.
The current individual shareholder of Yidian Chuxing agrees that, during the term of the Yidian Chuxing 2024 Equity Interest Pledge Agreement, such shareholder shall not transfer the equity interests, place or permit the existence of any security interests or other encumbrance on the equity interests or any portion thereof, without the prior written consent of Xiaopeng Chuxing.
If Zhipeng IoV or any of its individual shareholders breaches their contractual obligations under these agreements, Xiaopeng Technology, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If Zhipeng IoV or its current individual shareholder breaches their respective contractual obligations under these agreements, Xiaopeng Technology, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
In consideration of the services provided by Xiaopeng Technology, Zhipeng IoV shall pay Xiaopeng Technology annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Technology’s suggestion to the extent permitted by PRC law.
Pursuant to the Zhipeng IoV 2024 Exclusive Service Agreement, in consideration for the services provided by Xiaopeng Technology, Zhipeng IoV shall pay Xiaopeng Technology annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Technology’s suggestion to the extent permitted by PRC law.
In addition, professional insurance agencies shall, within 5 days from the date of occurrence of any of the following circumstances, report to the National Financial Regulatory Administration through the supervision information system and make public disclosure: (i) change of name, domicile or business address; (ii) change of shareholders, registered capital or the form of organization; (iii) change of name or capital contribution of a shareholder; (iv) amendments to the articles of association; (v) equity investment in, or establishment of offshore insurance institutions or non-operating institutions; (vi) division, merger, dissolution, or termination of insurance agency business activities of branches; (vii) change of the principal person-in-charge of a sub-branch; (viii) administrative penalties, civil punishment or pending investigation of suspected illegal crime; or (ix) other reportable events prescribed by the insurance regulatory body under the State Council.
In addition, professional insurance agencies shall, within 5 days from the date of occurrence of any of the following circumstances, report to the National Financial Regulatory Administration through the supervision information system and make public disclosure: (i) change of name, domicile or business address; (ii) change of shareholders, registered capital or the form of organization; (iii) change of name or capital contribution of a shareholder; (iv) amendments to the articles of association; (v) equity investment in, or establishment of offshore insurance institutions or non-operating institutions; (vi) division, merger, dissolution, or termination of insurance agency business activities of branches; (vii) change of the principal person-in-charge of a sub-branch; (viii) administrative penalties, civil punishment or pending investigation of suspected illegal crime; or (ix) other reportable events prescribed by the insurance regulatory body under the State Council. -96- Table of Contents Regulation Related to Internet Security and Privacy Protection PRC governmental authorities have enacted laws and regulations with respect to Internet information security and protection of personal information from any abuse or unauthorized disclosure.
In consideration of the services provided by Xiaopeng Chuxing, Yidian Chuxing shall pay Xiaopeng Chuxing annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Chuxing’s suggestion to the extent permitted by PRC law.
Pursuant to the Yidian Chuxing 2024 Exclusive Service Agreement, in consideration for the services provided by Xiaopeng Chuxing, Yidian Chuxing shall pay Xiaopeng Chuxing annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Chuxing’s suggestion to the extent permitted by PRC law.
Subject to the relevant PRC laws and regulations, the GIIA Shareholder has also undertaken that it will return to Xiaopeng Motor Sales any consideration it receives in the event that Xiaopeng Motor Sales exercises the options under the exclusive option agreement to acquire the equity interests in GIIA.
Subject to the relevant PRC laws and regulations, Xintu Technology’s shareholder has also undertaken that it will return to Xiaopeng Technology any consideration he receives in the event that Xiaopeng Technology exercises the options under the exclusive option agreement to acquire the equity interests in Xintu Technology.
Contractual Arrangements with Zhipeng IoV and Its Individual Shareholders Exclusive Service Agreement Under the exclusive service agreement executed in September 2021, Zhipeng IoV appoints Xiaopeng Technology as its exclusive services provider to provide Zhipeng IoV with services related to Zhipeng IoV’s business during the term of the exclusive service agreement.
Contractual Arrangements with Zhipeng IoV and Its Individual Shareholder(s) Exclusive Service Agreement Under the exclusive service agreement executed in September 2021 (the “Zhipeng IoV 2021 Exclusive Service Agreement”), Zhipeng IoV appointed Xiaopeng Technology as its exclusive services provider to provide Zhipeng IoV with services related to Zhipeng IoV’s business during the term of the Zhipeng IoV 2021 Exclusive Service Agreement.
Subject to other terms in the power of attorney, the power of attorney shall remain effective for 20 years from September 6, 2021, and can be automatically renewed for one year every sequent year.
Subject to other terms in the power of attorney, the power of attorney shall remain effective for 20 years from January 31, 2024, and can be automatically renewed for one year every sequent year.
Our research and development capabilities enable us to continuously improve our ADAS and achieve fast system iterations. We rolled out NGP for highway driving and advanced automated parking, or the Valet Parking Assist, each of which is a function of our proprietary XPILOT 3.0, through OTA firmware updates in January 2021 and June 2021, respectively.
Our research and development capabilities enable us to continuously improve our ADAS and achieve fast system iterations. In 2021, we rolled out NGP for highway driving and advanced automated parking, or the Valet Parking Assist, as part of our proprietary XPILOT 3.0, through OTA firmware updates.
The PRC Company Law applies to both PRC domestic companies and foreign-invested companies. On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, and on December 26, 2019, the State Council promulgated the Implementing Rules of the Foreign Investment Law, or the Implementing Rules, to further clarify and elaborate the relevant provisions of the Foreign Investment Law.
On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, and on December 26, 2019, the State Council promulgated the Implementing Rules of the Foreign Investment Law, or the Implementing Rules, to further clarify and elaborate the relevant provisions of the Foreign Investment Law.
Exclusive Option Agreement Pursuant to the exclusive option agreement executed in September 2021, Zhipeng IoV and each of Zhipeng IoV’s individual shareholders have irrevocably granted Xiaopeng Technology an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase the equity interests in Zhipeng IoV then held by its individual shareholders, and the assets of Zhipeng IoV, once or at multiple times at any time in part or in whole at Xiaopeng Technology’s sole and absolute discretion to the extent permitted by PRC law.
Pursuant to the Zhipeng IoV 2024 Exclusive Option Agreement, Zhipeng IoV and its current individual shareholder, jointly and severally, have irrevocably granted Xiaopeng Technology an irrevocable and exclusive right to purchase and require Zhipeng IoV’s current individual shareholder to transfer, or designate one or more entities or persons to purchase and require Zhipeng IoV’s current individual shareholder to transfer the equity interests in Zhipeng IoV then held by such current individual shareholder, and the assets of Zhipeng IoV, once or at multiple times at any time in part or in whole at Xiaopeng Technology’s sole and absolute discretion to the extent permitted by PRC law.
Exclusive Option Agreement Pursuant to the exclusive option agreement executed in September 2021, Yidian Chuxing and each of Yidian Chuxing’s individual shareholders have irrevocably granted Xiaopeng Chuxing an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase the equity interests in Yidian Chuxing then held by its individual shareholders, and the assets of Yidian Chuxing, once or at multiple times at any time in part or in whole at Xiaopeng Chuxing’s sole and absolute discretion to the extent permitted by PRC law.
Pursuant to the Yidian Chuxing 2024 Exclusive Option Agreement, Yidian Chuxing and its current individual shareholder, jointly and severally, have irrevocably granted Xiaopeng Chuxing an irrevocable and exclusive right to purchase and require Yidian Chuxing’s current individual shareholder to transfer, or designate one or more entities or persons to purchase and require Yidian Chuxing’s current individual shareholder to transfer the equity interests in Yidian Chuxing then held by such individual shareholder, and the assets of Yidian Chuxing, once or at multiple times at any time in part or in whole at Xiaopeng Chuxing’s sole and absolute discretion to the extent permitted by PRC law.
In addition, on July 20, 2023, the NDRC and the MIIT, together with several other government authorities, promulgated the Several Measures for Promoting Automobile Consumption, which aims to strengthen the construction of supporting facilities for new energy automobiles by, among others, accelerating the construction of charging infrastructure in townships and countries, highways, residential areas and other locations.
In addition, on July 20, 2023, the NDRC and the MIIT, together with several other government authorities, promulgated the Several Measures for Promoting Automobile Consumption, which aims to strengthen the construction of supporting facilities for new energy automobiles by, among others, accelerating the construction of charging infrastructure in townships and countries, highways, residential areas and other locations. -91- Table of Contents In addition, various local governmental authorities have implemented measures to encourage the construction and development of the electric vehicle charging infrastructure.
In 2022, we opened stores in the Netherlands, Sweden, Denmark and Norway. In February 2023, we launched the G9 mid- to large-sized SUV and the new P7 sports sedan for Europe and opened Delivery and Service Center in Norway. In the second quarter of 2023, we opened our Delivery and Service Centers consecutively in the Netherlands, Sweden, and Denmark.
In February 2023, we launched the G9 mid- to large-sized SUV and the new P7 sports sedan for Europe and opened Delivery and Service Center in Norway. In the second quarter of 2023, we opened our Delivery and Service Centers consecutively in the Netherlands, Sweden, and Denmark. In 2024, we made significant progress in terms of our overseas expansion.
This agreement will remain effective until all equity interests of Zhipeng IoV held by its individual shareholders and all of Zhipeng IoV’s assets have been transferred or assigned to Xiaopeng Technology or its designated entities or persons. -105- Table of Contents Subject to the relevant PRC laws and regulations, each of Zhipeng IoV’s individual shareholders has also undertaken that he will return to Xiaopeng Technology any consideration he receives in the event that Xiaopeng Technology exercises the options under the exclusive option agreement to acquire the equity interests in Zhipeng IoV.
This agreement will remain effective until all equity interests of Yidian Chuxing held by its current individual shareholder and all of Yidian Chuxing’s assets have been transferred or assigned to Xiaopeng Chuxing or its designated entities or persons. -112- Table of Contents Subject to the relevant PRC laws and regulations, Yidian Chuxing’s current individual shareholder has also undertaken that he will return to Xiaopeng Chuxing any consideration he receives in the event that Xiaopeng Chuxing exercises the options under the Yidian Chuxing 2024 Exclusive Option Agreement to acquire the equity interests in Yidian Chuxing.
Subject to other terms in the power of attorney, the power of attorney shall remain effective for 20 years from August 12, 2021, and can be automatically renewed for one year every sequent year.
Subject to other terms in the Zhipeng IoV 2024 Power of Attorney, the Zhipeng IoV 2024 Power of Attorney shall remain effective for 20 years from April 20, 2024 and can be automatically renewed for one year every sequent year.
This agreement will remain effective until all equity interests of Yidian Chuxing held by its individual shareholders and all of Yidian Chuxing’s assets have been transferred or assigned to Xiaopeng Chuxing or its designated entities or persons.
This agreement will remain effective until all equity interests of Zhipeng IoV held by its current individual shareholders and all of Zhipeng IoV’s assets have been transferred or assigned to Xiaopeng Technology or its designated entities or persons.
Equity Interest Pledge Agreement Pursuant to the equity interest pledge agreement executed in September 2021, each individual shareholder of Yidian Chuxing, has pledged all of such shareholder’s equity interest in Yidian Chuxing as a security interest, as applicable, to respectively guarantee Yidian Chuxing and its individual shareholders’ performance of their obligations under the relevant contractual arrangement, which include the exclusive service agreement, exclusive option agreement, power of attorney and loan agreement.
Pursuant to the Yidian Chuxing 2024 Equity Interest Pledge Agreement, the current individual shareholder of Yidian Chuxing has pledged all of such shareholder’s equity interests in Yidian Chuxing as a security interest, as applicable, to guarantee Yidian Chuxing and its individual shareholder’s performance of their respective obligations under the relevant contractual arrangements, which include the Yidian Chuxing 2024 Exclusive Service Agreement, the Yidian Chuxing 2024 Exclusive Option Agreement, the Yidian Chuxing 2024 Power of Attorney, the Yidian Chuxing 2021 Loan Agreement and the Yidian Chuxing Loan Assignment Agreement.
The Foreign Investment Law and the Implementing Rules provide that a system of pre-entry national treatment and negative list shall be applied for the administration of foreign investment, where “pre-entry national treatment” means that the treatment given to foreign investors and their investments at market entry stage is no less favorable than that given to domestic investors and their investments, and “negative list” means the special administrative measures for foreign investment’s entry to specific fields or industries.
The Implementing Rules introduce a see-through principle and further provide that foreign-invested enterprises that invest in the PRC shall also be governed by the Foreign Investment Law and the Implementing Rules. -88- Table of Contents The Foreign Investment Law and the Implementing Rules provide that a system of pre-entry national treatment and negative list shall be applied for the administration of foreign investment, where “pre-entry national treatment” means that the treatment given to foreign investors and their investments at market entry stage is no less favorable than that given to domestic investors and their investments, and “negative list” means the special administrative measures for foreign investment’s entry to specific fields or industries.
Enterprises qualified as “High and New Technology Enterprises” are entitled to a 15% enterprise income tax rate rather than the 25% uniform statutory tax rate. -99- Table of Contents The EIT Law and its implementation rules provide that an income tax rate of 10% should normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (a) do not have an establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends and gains are derived from sources within the PRC.
The EIT Law and its implementation rules provide that an income tax rate of 10% should normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (a) do not have an establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends and gains are derived from sources within the PRC.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

92 edited+28 added−18 removed99 unchanged
Biggest changeWe are building a rapidly expanding, diversified portfolio of attractive Smart EV models to capture the growing demand for Smart EVs and appeal to the differentiated needs of a broad customer base. • In December 2018, we started delivery of the G3, which is our first Smart EV and a compact SUV. • In May 2020, we started delivery of the P7, which is our second Smart EV and a sports sedan. • In March 2021, we started delivery of the P7 Wing, which is a limited edition designed to accentuate the sporty and dynamic styling of the sports sedan with scissor-style front doors that are traditionally only available in luxury sports vehicles. • In March 2021, we introduced newer versions of the G3 and the P7 that are equipped with lithium iron phosphate battery to provide our customers with a wider variety of options. • In April 2021, we unveiled the P5, which is our third Smart EV and a family sedan, and started delivery in September 2021. • In July 2021, we introduced the G3i, which is the mid-cycle facelift version of the G3, and started delivery in August 2021. • In September 2022, we launched the G9, which is our fourth Smart EV and a mid- to large-sized SUV, and started mass delivery in October 2022. • In March 2023, we introduced the P7i, which is the mid-cycle facelift version of the P7, and started delivery during the same month. • In June 2023, we launched the G6, which is our fifth Smart EV, and started delivery to customers in July 2023. • In January 2024, we launched the X9, which is our sixth Smart EV, and started delivery during the same month. -115- Table of Contents We currently offer the following models: • P7 (sports sedan), with a wheelbase of 2,998 mm and CLTC range of 586 km. • P5 (family sedan), with a wheelbase of 2,768 mm and CLTC range of 500 km. • G9 (mid- to large-sized SUV), with a wheelbase of 2,998 mm and CLTC range between 570 km and 702 km. • P7i (sports sedan), with a wheelbase of 2,998 mm and CLTC range between 550 km and 702 km. • G6 (coupe SUV), with a wheelbase of 2,890 mm and CLTC range between 580 km and 755 km. • X9 (seven-seater MPV), with a wheelbase of 3,160 mm and CLTC range between 610 km and 702 km Our ADAS and in-car intelligent operating system enable customers to enjoy a differentiated smart mobility experience, and our Smart EVs can be upgraded through OTA firmware updates to introduce enhancements and new functionalities.
Biggest changeConsumers choose our products primarily because of attractive design, industry-leading electrification and smart technologies, interactive smart mobility experience and long driving range. -119- Table of Contents We are building a rapidly expanding, diversified portfolio of attractive Smart EV models to capture the growing demand for Smart EVs and appeal to the differentiated needs of a broad customer base. • In December 2018, we started delivery of the G3, which is our first Smart EV and a compact SUV. • In May 2020, we started delivery of the P7, which is our second Smart EV and a sports sedan. • In March 2021, we started delivery of the P7 Wing, which is a limited edition designed to accentuate the sporty and dynamic styling of the sports sedan with scissor-style front doors that are traditionally only available in luxury sports vehicles. • In March 2021, we introduced newer versions of the G3 and the P7 that are equipped with lithium iron phosphate battery to provide our customers with a wider variety of options. • In April 2021, we unveiled the P5, which is our third Smart EV and a family sedan, and started delivery in September 2021. • In July 2021, we introduced the G3i, which is the mid-cycle facelift version of the G3, and started delivery in August 2021. • In September 2022, we launched the G9, which is our fourth Smart EV and a mid- to large-sized SUV, and started mass delivery in October 2022. • In March 2023, we upgraded the P7 to P7i, and started delivery during the same month. • In June 2023, we launched the G6, which is our fifth Smart EV, and started delivery to customers in July 2023. • In January 2024, we launched the X9, which is our sixth Smart EV, and started delivery during the same month. • In March 2024, we introduced a new version of P7i, being the first time we brought scissor-style front doors to two-wheel drive models, and started delivery during the same month. • In August 2024, we launched the MONA M03, which is the first Smart EV of our MONA series and our seventh Smart EV, and started delivery of MONA M03 during the same month. • In September 2024, we introduced a new version of the X9. • In November 2024, we launched the P7+, which is the seventh Smart EV of our XPENG series and our eighth Smart EV, and started delivery during the same month. • In March 2025, we upgraded the G6 and the G9 to their respective 2025 Edition and started delivery during the same month. • In April 2025, we upgraded the X9 to its latest 2025 Edition.
Our supply chain affects our cost of sales and gross margin, and we expect to reduce bill-of-material cost, as we ramp up production volume and achieve economies of scale. We also focus on the efficiency in the manufacturing process, including our operations at the Zhaoqing plant and Guangzhou plant.
Our supply chain affects our cost of sales and gross margin, and we expect to reduce bill-of-material cost, as we ramp up production volume and achieve economies of scale. We also focus on the efficiency in the manufacturing process, including our operations at our Zhaoqing plant and Guangzhou plant.
Fair value gain (loss) on derivative assets or derivative liabilities Fair value gain (loss) on derivative assets or derivative liabilities consists of net gain (loss) from the change in the fair value of derivative assets or derivative liabilities, which are primarily related to forward exchange contracts and the forward share purchase agreement with Volkswagen Group.
Fair value gain (loss) on derivative assets or derivative liabilities Fair value gain (loss) on derivative assets or derivative liabilities consists of net gain (loss) from the change in the fair value of derivative assets or derivative liabilities, which are primarily related to forward exchange contracts and the forward share purchase agreement with the Volkswagen Group.
The presumption may be overcome if we have sufficient evidence to demonstrate that the undistributed dividends will be re-invested and the remittance of the dividends will be postponed indefinitely. We did not record any dividend withholding tax, as we have no retained earnings for any of the years presented.
The presumption may be overcome if we have sufficient evidence to demonstrate that the undistributed earnings will be re-invested and the remittance of the dividends will be postponed indefinitely. We did not record any dividend withholding tax, as we have no retained earnings for any of the years presented.
The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a “resident enterprise” and consequently be subject to the PRC income tax at the rate of 25% for its global income.
The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a “resident enterprise” for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income.
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 us, we record a contract liability (deferred revenue) for the allocated amount relating to those unperformed obligations.
When vehicle purchase agreements are signed, if 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 us, we record a contract liability (deferred revenue) for the allocated amount relating to those unperformed obligations.
Financing Activities Net cash provided by financing activities in 2023 was RMB8,015.2 million, which was primarily attributable to (i) proceeds from borrowings of RMB8,271.8 million and (ii) proceeds from issuance of our Class A ordinary shares to Volkswagen Group of RMB5,019.6 million, and partially offset by repayment of borrowings of RMB5,162.2 million.
Net cash provided by financing activities in 2023 was RMB8,015.2 million, which was primarily attributable to (i) proceeds from borrowings of RMB8,271.8 million and (ii) proceeds from issuance of our Class A ordinary shares to the Volkswagen Group of RMB5,019.6 million, and partially offset by repayment of borrowings of RMB5,162.2 million.
During the three-year period, an HNTE must conduct a self-review each year to ensure it meets the HNTE criteria and is eligible for the 15% preferential tax rate for the given year.
During the three-year period, an HNTE must conduct a qualification self-review each year to ensure it meets the HNTE criteria and is eligible for the 15% preferential tax rate for the given year.
The discount provided in the contract are allocated by us to all performance obligations as conditions under ASC 606-10-32-37 are not met. -122- Table of Contents Vehicle Sales We generate revenue from sales of our Smart EVs, together with a number of embedded products and services through a contract.
The discount provided in the contract are allocated by us to all performance obligations as conditions under ASC 606-10-32-37 are not met. -127- Table of Contents Vehicle Sales We generate revenue from sales of our Smart EVs, together with a number of embedded products and services through a contract.
With ADAS, smart connectivity and high performance, our Smart EVs offer compelling value proposition in the mid- to high-end segment. -117- Table of Contents Investment in technology and talents We develop most of our key technologies in-house to achieve a rapid pace of innovation and tailor our product offerings for Chinese customers.
With ADAS, smart connectivity and high performance, our Smart EVs offer compelling value proposition in the mid- to high-end segment. -122- Table of Contents Investment in technology and talents We develop most of our key technologies in-house to achieve a rapid pace of innovation and tailor our product offerings for Chinese customers.
The Group’s selling, general and administrative expenses are mainly driven by the number of its sales, marketing, general corporate personnel, marketing and promotion activities and the expansion of its sales and service network. -119- Table of Contents Other income, net The Group’s other income primarily consists of government grants that are not contingent upon the Group’s further actions or performance.
The Group’s selling, general and administrative expenses are mainly driven by the number of its sales, marketing, general corporate personnel, marketing and promotion activities and the expansion of its sales and service network. -124- Table of Contents Other income, net The Group’s other income primarily consists of government grants that are not contingent upon the Group’s further actions or performance.
Business Overview—Regulation—Regulation Related to Foreign Exchange and Dividend Distribution.” -131- Table of Contents Recent Accounting Pronouncements Please see Note 3 to our consolidated financial statements included elsewhere in this annual report. Off-Balance Sheet Arrangements The Group has not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties.
Business Overview—Regulation—Regulation Related to Foreign Exchange and Dividend Distribution.” Recent Accounting Pronouncements Please see Note 3 to our consolidated financial statements included elsewhere in this annual report. Off-Balance Sheet Arrangements The Group has not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties.
E. Critical Accounting Estimates See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies and Estimates.”
Critical Accounting Estimates See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies and Estimates.”
United States The applicable income tax rate in the United States where our subsidiaries have significant operations for the years ended December 31, 2021, 2022 and 2023 is 27.98%, which is a blended state and federal rate. -120- Table of Contents PRC The PRC Enterprise Income Tax Law, or the EIT Law, which became effective on January 1, 2008 and was most recently amended on December 29, 2018, applies a uniform enterprise income tax rate of 25% to both FIEs and domestic enterprises.
United States The applicable income tax rate in the United States where our subsidiaries have significant operations for the years ended December 31, 2022, 2023 and 2024 is 27.98%, which is a blended state and federal rate. -125- Table of Contents PRC The PRC Enterprise Income Tax Law, or the EIT Law, which became effective on January 1, 2008 and was most recently amended on December 29, 2018, applies a uniform enterprise income tax rate of 25% to both FIEs and domestic enterprises.
The Group’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report. -114- Table of Contents A.
The Group’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report. A.
Year Ended December 31, 2022 compared to year ended December 31, 2021 For a discussion of the Group’s results of operations for the year ended December 31, 2022 compared with the year ended December 31, 2021, see “Item 5. Operating and Financial Review and Prospects — A.
Year Ended December 31, 2023 compared to year ended December 31, 2022 For a discussion of the Group’s results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects — A.
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. Business Combination We account for business combinations under ASC 805, Business Combinations.
The extended lifetime warranty is an incremental service offered to customers and is considered a separate performance obligation distinct from other promises and is accounted for in accordance with ASC 606. Business Combination and Goodwill We account for business combinations under ASC 805, Business Combinations.
The EIT Law defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties and others of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, we do not believe that it is likely that our operations outside of the PRC will be considered a resident enterprise for PRC tax purposes.
The implementing rules of the EIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties and others of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, we do not believe that it is likely that our operations outside of the PRC will be considered a resident enterprise for PRC tax purposes.
Our S4 supercharging stations have covered over 150 cities in China, including all of the tier-1 and the new tier-1 cities. Our manufacturing philosophy centers on quality, continuous improvement, flexibility and high operating efficiency. We manufacture our vehicles at our own plants in Zhaoqing and Guangzhou, Guangdong province.
Our S4 and S5 supercharging stations have covered 165 cities in China, including all of the tier-1 and the new tier-1 cities. Our manufacturing philosophy centers on quality, continuous improvement, flexibility and high operating efficiency. We manufacture our vehicles at our own plants in Zhaoqing and Guangzhou, Guangdong province.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2023 that are reasonably likely to have a material effect on our total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material effect on our total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. -138- Table of Contents E.
Other services also included supercharging service, maintenance service, technical support service and second-hand vehicle sales services. These services are recognized either over time or point in time, as appropriate, under ASC 606.
Other services included supercharging service, maintenance service, technical support service, technical research and development services and second-hand vehicle sales services. These services are recognized either over time or point in time, as appropriate, under ASC 606.
At the same time, advances from customers are classified as a contract liability (deferred revenue) as part of the consideration. -123- Table of Contents XPILOT, our intelligent driving system, provides assisted driving and parking functions tailored for different driving behaviors and road conditions in China.
At the same time, advances from customers are classified as a contract liability (deferred revenue) as part of the consideration. Our intelligent driving system, provides assisted driving and parking functions tailored for different driving behaviors and road conditions in China.
We accrued for a warranty reserve for the vehicles sold by us, which included our best estimate of the future costs to be incurred in order to repair or replace items under warranties and recalls when identified.
We accrue a warranty reserve for the vehicles sold by us, which includes our best estimate of the future costs to be incurred in order to repair or replace items under warranties and recalls when identified.
If the owners of G3 2019, who elected the trade-in right, did not sign the trade-in contracts or reach an additional agreement with us in 2022, the trade-in right will be expired. Warranties We provided a manufacturer’s standard warranty on all vehicles sold.
If the owners of G3 2019, who elected the trade-in right, did not sign the trade-in contracts or reach an additional agreement with us in 2022, the trade-in right will be expired. -130- Table of Contents Warranties We provide a manufacturer’s standard warranty on all vehicles sold.
The Group recorded a fair value gain on derivative liability relating to the contingent consideration of RMB29.3 million in 2023, as compared to nil in 2022, primarily due to the fair value change of the contingent consideration related to the acquisition of DiDi’s smart auto business. Loss from operations.
The Group recorded a fair value gain on derivative liability relating to the contingent consideration of RMB234.2 million in 2024, as compared to RMB29.3 million in 2023, primarily due to the fair value change of the contingent consideration related to the acquisition of DiDi’s smart auto business. Loss from operations.
Selling, general and administrative expenses The following table sets forth a breakdown of the Group’s selling, general and administrative expenses, expressed as an absolute amount and as a percentage of total selling, general and administrative expenses, for the periods indicated: Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB % (in thousands, except for percentages) Selling, general and administrative expenses Selling expenses 4,276,366 80.6 5,028,958 75.2 5,013,734 76.4 General and administrative expenses 1,029,067 19.4 1,659,288 24.8 1,545,208 23.6 Total 5,305,433 100.0 6,688,246 100.0 6,558,942 100.0 The Group’s selling expenses primarily consist of (i) employee compensation, including salaries, benefits, share-based compensation and bonuses for its sales and marketing staff, (ii) marketing, promotional and advertising expenses, (iii) operating and lease expenses for direct stores, (iv) commissions to franchised stores, and (v) certain other expenses.
Selling, general and administrative expenses The following table sets forth a breakdown of the Group’s selling, general and administrative expenses, expressed as an absolute amount and as a percentage of total selling, general and administrative expenses, for the periods indicated: Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB % (in thousands, except for percentages) Selling, general and administrative expenses Selling expenses 5,028,958 75.2 5,013,734 76.4 5,531,599 80.5 General and administrative expenses 1,659,288 24.8 1,545,208 23.6 1,339,045 19.5 Total 6,688,246 100.0 6,558,942 100.0 6,870,644 100.0 The Group’s selling expenses primarily consist of (i) employee compensation, including salaries, benefits, share-based compensation and bonuses for its sales and marketing staff, (ii) marketing, promotional and advertising expenses, (iii) operating and lease expenses for direct stores, (iv) commissions to franchised stores, and (v) certain other expenses.
There are multiple distinct performance obligations explicitly stated in a sales contract including sales of vehicle, free battery charging within four 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 supercharging stations and lifetime warranty of battery, which are defined by our sales policy and accounted for in accordance with ASC 606.
There are multiple distinct performance obligations explicitly stated in a sales contract including sales of vehicle, free battery charging within three to six years, extended lifetime warranty, option between household charging pile and charging card, vehicle internet connection services, services of lifetime free battery charging in XPENG-branded supercharging stations and lifetime warranty of battery, which are defined by our sales policy and accounted for in accordance with ASC 606.
For the free battery charging within four years or 100,000 kilometers and charging card to be consumed to exchange for charging services, we consider that a measure of progress based on usage best reflects the performance, as it is typically a promise to deliver the underlying service rather than a promise to stand ready.
For the free battery charging within three to six years and charging card to be consumed to exchange for charging services, we consider that a measure of progress based on usage best reflects the performance, as it is typically a promise to deliver the underlying service rather than a promise to stand ready.
However, due to limited guidance and implementation history of the EIT Law, there still exists uncertainty as to the application of the EIT Law.
However, due to limited guidance and implementation history of the EIT Law, there is uncertainty as to the application of the EIT Law.
In addition, the construction of our new manufacturing base in Wuhan has been completed as of March 31, 2024 and is pending inspection and acceptance procedures conducted by relevant government authorities. Our total revenue grew rapidly from RMB20,988.1 million in 2021 to RMB26,855.1 million in 2022, and further to RMB30,676.1 million in 2023.
In addition, as of March 31, 2025, the construction of our new manufacturing base in Wuhan has been completed, which is currently pending inspection and acceptance procedures conducted by relevant government authorities. Our total revenue grew rapidly from RMB26,855.1 million in 2022 to RMB30,676.1 million in 2023, and further to RMB40,866.3 million in 2024.
Zhaoqing Xiaopeng Automobile Co., Ltd., one of our subsidiaries, qualified as an HNTE in December 2020 and renewed in December 2023, and it is entitled to enjoy the beneficial tax rate of 15% for the years 2023 through 2025. Beijing Xiaopeng Automobile Co., Ltd., one of our subsidiaries, applied for the HNTE qualification and received approval in December 2020.
Zhaoqing Xiaopeng Automobile Co., Ltd. is entitled to continue to enjoy the beneficial tax rate of 15% as an HNTE for the years 2023 through 2025. Beijing Xiaopeng Automobile Co., Ltd. applied for the HNTE qualification and received approval in December 2020.
The Group recorded fair value loss on derivative assets or derivative liabilities of RMB410.4 million in 2023, which resulted from the fluctuation in the fair value of the forward share purchase agreement, measured through profit or loss, related to the issuance of Class A ordinary shares by us for strategic minority investment by the Volkswagen Group, as compared to the fair value gain on derivative assets or derivative liabilities of RMB59.4 million in 2022, which was primarily due to the recognition of fair value gain on forward exchange contracts.
The Group recorded fair value loss on derivative assets or derivative liabilities of nil in 2024, as compared to the fair value loss on derivative assets or derivative liabilities of RMB410.4 million in 2023, which was primarily due to the fluctuation in the fair value of the forward share purchase agreement, measured through profit or loss, related to the issuance of Class A ordinary shares by us for strategic minority investment by the Volkswagen Group.
The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in installment payment receivables of RMB2,247.1 million primarily due to the increase in sales volume, (ii) an increase in inventory of RMB1,940.2 million in relation to materials for volume production and finished goods and (iii) an increase in accounts and notes receivables of RMB1,560.8 million in relation to the government subsidies that we are entitled to receive, as well as certain changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily an increase in accounts and notes payable of RMB7,250.4 million primarily in relation to the grace period we enjoyed for the payments payable to third party suppliers.
The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in inventory of RMB2,475.8 million in relation to materials for volume production and finished goods, (ii) an increase in accounts and notes receivable of RMB1,210.7 million in relation to the government subsidies that we are entitled to receive, (iii) an increase in installment payment receivables of RMB776.6 million primarily due to the increase in sales volume, as well as certain changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily an increase in accounts and notes payable of RMB1,860.7 million primarily in relation to the grace period we enjoyed for the payment payable to third-party suppliers.
The Group recorded interest expenses of RMB268.7 million in 2023, as compared to RMB132.2 million in 2022, primarily due to an increase in bank borrowings. Fair value gain (loss) on derivative assets or derivative liabilities .
The Group recorded interest expenses of RMB344.0 million in 2024, as compared to RMB268.7 million in 2023, primarily due to an increase in bank borrowings. Fair value loss on derivative assets or derivative liabilities .
As of December 31, 2021, 2022 and 2023, the Group had cash and cash equivalents, restricted cash, short-term investments and time deposits of a total of RMB43,543.9 million, RMB38,251.8 million, and RMB45,698.5 million, respectively.
As of December 31, 2022, 2023 and 2024, the Group had cash and cash equivalents, restricted cash, short-term investments and time deposits of a total of RMB38,251.8 million, RMB45,698.5 million and RMB41,962.5 million, respectively.
Such technologies encompass both software, including software for XPILOT, XNGP, Xmart OS and XOS Tianji, and core vehicle systems, including powertrain and E/E architecture. Accordingly, we dedicate significant resources towards research and development, and our research and development staff accounted for approximately 39.9% of our total employees as of December 31, 2023.
Such technologies encompass both software, including software for our XNGP and XOS Tianji, and core vehicle systems, including powertrain and E/E architecture. Accordingly, we dedicate significant resources towards research and development, and our research and development staff accounted for approximately 40.4% of our total employees as of December 31, 2024.
The Group’s research and development expenses were, RMB4,114.3 million, RMB5,214.8 million, and RMB5,276.6 million in 2021, 2022, and 2023 respectively. See “Item 4. Information of the Company—B. Business Overview—Our Technologies” and “Item 4. Information of the Company—B. Business Overview—Research and Development.” D.
The Group’s research and development expenses were RMB5,214.8 million, RMB5,276.6 million, and RMB6,456.7 million in 2022, 2023, and 2024 respectively. See “Item 4. Information of the Company—B. Business Overview—Our Technologies” and “Item 4. Information of the Company—B. Business Overview—Research and Development.” D.
In addition, we started to launch the 480kW S4 supercharging stations in China in 2022. As of December 31, 2023, XPENG self-operated charging station network further expanded to 1,108 stations, including 902 XPENG self-operated supercharging stations and 206 destination charging stations.
In addition, we started to launch the 480kW S4 supercharging stations in China in 2022. As of December 31, 2024, XPENG self-operated charging station network further expanded to 1,920 stations, including 1,506 XPENG self-operated supercharging stations and 414 destination charging stations.
As a result of the foregoing, the Group incurred a loss from operations of RMB10,889.4 million in 2023, as compared to RMB8,705.5 million in 2022. Interest income. The Group recorded interest income of RMB1,260.2 million in 2023, as compared to RMB1,058.8 million in 2022, primarily due to higher cash balances deposited with banks in 2023. Interest expenses.
As a result of the foregoing, the Group incurred a loss from operations of RMB6,658,1 million in 2024, as compared to RMB10,889.4 million in 2023. Interest income. The Group recorded interest income of RMB1,374.5 million in 2024, as compared to RMB1,260.2 million in 2023, primarily due to higher cash balances deposited with banks in 2024. Interest expenses.
Investing Activities Net cash provided by investing activities in 2023 was RMB631.2 million, which was primarily attributable to maturities of short-term deposits of RMB5,441.4 million, partially offset by (i) placement of long-term deposits of RMB3,128.8 million and (ii) purchase of property, plant and equipment of RMB2,096.3 million.
Net cash provided by investing activities in 2023 was RMB631.2 million, which was primarily attributable to maturities of short-term deposits of RMB5,441.4 million, partially offset by (i) placement of long-term deposits of RMB3,128.8 million and (ii) purchase of property, plant and equipment of RMB2,096.3 million. -136- Table of Contents Net cash provided by investing activities in 2022 was RMB4,846.0 million, which was primarily attributable to maturity of short-term deposits of RMB11,922.2 million, partially offset by (i) purchase of property, plant and equipment of RMB4,275.8 million and (ii) placement of long-term deposits of RMB3,822.3 million.
Components of Results of Operations Revenues The following table sets forth a breakdown of the Group’s revenues, each expressed in the absolute amount and as a percentage of its total revenues, for the periods indicated: Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB % (in thousands, except for percentages) Revenues Vehicle sales 20,041,955 95.5 24,839,637 92.5 28,010,857 91.3 Services and others 946,176 4.5 2,015,482 7.5 2,665,210 8.7 Total 20,988,131 100.0 26,855,119 100.0 30,676,067 100.0 The Group generates revenues from (i) vehicle sales, which represent sales of its Smart EVs, and (ii) services and others, primarily including services embedded in a sales contract, maintenance service, supercharging service.
Components of Results of Operations Revenues The following table sets forth a breakdown of the Group’s revenues, each expressed in the absolute amount and as a percentage of its total revenues, for the periods indicated: Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB % (in thousands, except for percentages) Revenues Vehicle sales 24,839,637 92.5 28,010,857 91.3 35,829,402 87.7 Services and others 2,015,482 7.5 2,665,210 8.7 5,036,907 12.3 Total 26,855,119 100.0 30,676,067 100.0 40,866,309 100.0 The Group generates revenues from (i) vehicle sales, which represent sales of its Smart EVs, and (ii) services and others, primarily including technical research and development services, services embedded in a sales contract, maintenance service, supercharging service.
Our Smart EV deliveries increased from 98,155 units in 2021 to 120,757 units in 2022, and further to 141,601 units in 2023, representing a year-on-year growth rate of 17.3% between 2022 and 2023. Along with strong revenue growth, our gross profit margin decreased from 12.5% in 2021 to 11.5% in 2022, and decreased to 1.5% in 2023.
Our Smart EV deliveries increased from 120,757 units in 2022 to 141,601 units in 2023, and further to 190,068 units in 2024, representing a year-on-year growth rate of 34.2% between 2023 and 2024. Along with strong revenue growth, our gross profit margin decreased from 11.5% in 2022 to 1.5% in 2023, and increased to 14.3% in 2024.
The Group dedicates significant resources towards research and development, and its research and development staff accounted for approximately 39.9% of its total employees as of December 31, 2023.
The Group dedicates significant resources towards research and development, and its research and development staff accounted for approximately 40.4% of its total employees as of December 31, 2024.
In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by us to our shareholders. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, our Hong Kong subsidiaries are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong.
Hong Kong Under the current Hong Kong Inland Revenue Ordinance, our Hong Kong subsidiaries are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong. Additionally, payments of dividends by our Hong Kong subsidiaries to us are not subject to any Hong Kong withholding tax.
We have launched five Smart EV models as of December 31, 2023 and our X9 on January 1, 2024, and we plan to continuously introduce new models and facelifts to expand our product portfolio and customer base. -116- Table of Contents General Factors Affecting the Group’s Results of Operations The demand for our Smart EVs is affected by the following general factors: • China’s macroeconomic conditions and the growth of China’s overall passenger vehicle market, especially the mid- to high-end segment; • Penetration rate of EVs in China’s passenger vehicle market, which is in turn affected by, among other things, (i) functionality and performance of EVs, (ii) total cost of ownership of EVs and (iii) availability of charging network; • Development, and customer acceptance and demand, of smart technology functions, such as ADAS and smart connectivity; and • Government policies and regulations for EVs and smart technology functions, such as subsidies for EV purchases and government grants for EV manufacturers. • Seasonal fluctuations of the customers’ demand for our Smart EVs.
General Factors Affecting the Group’s Results of Operations The demand for our Smart EVs is affected by the following general factors: • China’s macroeconomic conditions and the growth of China’s overall passenger vehicle market, especially the mid- to high-end segment; -121- Table of Contents • Penetration rate of EVs in China’s passenger vehicle market, which is in turn affected by, among other things, (i) functionality and performance of EVs, (ii) total cost of ownership of EVs and (iii) availability of charging network; • Development, and customer acceptance and demand, of smart technology functions, such as ADAS and smart connectivity; and • Government policies and regulations for EVs and smart technology functions, such as subsidies for EV purchases and government grants for EV manufacturers. • Seasonal fluctuations of the customers’ demand for our Smart EVs.
For efficiency purpose and better customer service, we or Zhengzhou Haima Automobile Co., Ltd. applies for and collects such government subsidies on behalf of the customers. Accordingly, customers only pay the amount after deducting government subsidies.
For efficiency purpose and better customer service, we or Zhengzhou Haima Automobile Co., Ltd., which collaborated with us for manufacturing of the G3 from 2018 to 2021, applies for and collects such government subsidies on behalf of the customers. Accordingly, customers only pay the amount after deducting government subsidies.
Beijing Xiaopeng continued to enjoy the beneficial tax rate of 15% as an HNTE for the years 2020 through 2022. Since such qualification expired in 2023, this enterprise applies a tax rate of 25% for the year 2023.
This enterprise is entitled to continue to enjoy the beneficial tax rate of 15% as an HNTE for the years 2020 through 2022. Since the qualification was expired in 2023, this enterprise applies tax rate of 25% for the year 2023.
If the Group’s existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to the Group.
As a result, XPeng Inc.’s ability to pay dividends depends upon dividends paid by the Group’s PRC subsidiaries. If the Group’s existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to the Group.
Operating Results — Year Ended December 31, 2022 Compared to Year Ended December 31, 2021” in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 12, 2023 . -127- Table of Contents B.
Operating Results — Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 17, 2023 . B.
The issued ABN of RMB798.0 million in the senior A tranche with a debt rating of AAA has a coupon rate of 3.20% and the issued ABN of RMB44.0 million in senior B tranche with a debt rating of AA+ has a coupon rate of 3.20%.
The issued ABN of RMB798.0 million in the senior A tranche with a debt rating of AAA has a coupon rate of 3.20% and the issued ABN of RMB44.0 million in senior B tranche with a debt rating of AA+ has a coupon rate of 3.20%. As of December 31, 2024, the total balance of the ABN was RMB82.1 million.
As of December 31, 2023, the total balance of the ABN was RMB330.9 million. -128- Table of Contents In December 2023, we completed the Volkswagen Investment, in which we issued 94,079,255 Class A ordinary shares representing 4.99% of our outstanding share capital immediately following the Volkswagen Investment for a total consideration of US$705.6 million.
In December 2023, we completed the Volkswagen Investment, in which we issued 94,079,255 Class A ordinary shares representing 4.99% of our outstanding share capital immediately following the Volkswagen Investment for a total consideration of US$705.6 million. The Volkswagen Investment was part of our strategic partnership with the Volkswagen Group.
Net loss. As a result of the foregoing, the Group incurred a net loss of RMB10,375.8 million in 2023, as compared to RMB9,139.0 million in 2022.
As a result of the foregoing, the Group incurred a net loss of RMB5,790.3 million in 2024, as compared to RMB10,375.8 million in 2023.
Considering the qualitative assessment and the result of the quantitative estimate, we concluded not to assess whether promises are performance obligation if they are immaterial in the context of the contract and the relative standalone 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 and others.
We also perform an estimation on the standalone 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. -129- Table of Contents Considering the qualitative assessment and the result of the quantitative estimate, we concluded not to assess whether promises are performance obligation if they are immaterial in the context of the contract and the relative standalone 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 and others.
Year ended December 31, 2021 2022 2023 RMB % RMB % RMB % (in thousands, except percentages) Revenues Vehicle sales 20,041,955 95.5 24,839,637 92.5 28,010,857 91.3 Services and others 946,176 4.5 2,015,482 7.5 2,665,210 8.7 Total revenues 20,988,131 100.0 26,855,119 100.0 30,676,067 100.0 Cost of sales Vehicle sales (17,733,036 ) (84.5 ) (22,493,122 ) (83.8 ) (28,457,909 ) (92.8 ) Services and others (632,540 ) (3.0 ) (1,273,606 ) (4.7 ) (1,767,003 ) (5.7 ) Total cost of sales (18,365,576 ) (87.5 ) (23,766,728 ) ( 88.5 ) (30,224,912 ) (98.5 ) Gross profit 2,622,555 12.5 3,088,391 11.5 451,155 1.5 Operating expenses Research and development expenses (4,114,267 ) (19.6 ) (5,214,836 ) (19.4 ) (5,276,574 ) (17.2 ) Selling, general and administrative expenses (5,305,433 ) (25.3 ) (6,688,246 ) (24.9 ) (6,558,942 ) (21.4 ) Total operating expenses (9,419,700 ) (44.9 ) (11,903,082 ) (44.3 ) (11,835,516 ) (38.6 ) Other income, net 217,740 1.0 109,168 0.4 465,588 1.5 Fair value gain on derivative liability relating to the contingent consideration — — — — 29,339 0.1 Loss from operations (6,579,405 ) (31.4 ) (8,705,523 ) (32.4 ) (10,889,434 ) (35.5 ) Interest income 743,034 3.5 1,058,771 3.9 1,260,162 4.1 Interest expenses (55,336 ) (0.3 ) (132,192 ) (0.5 ) (268,666 ) (0.9 ) Fair value gain (loss) on derivative assets or derivative liabilities 79,262 0.4 59,357 0.2 (410,417 ) (1.3 ) Investment gain (loss) on long-term investments 591,506 2.8 25,062 0.1 (224,364 ) (0.7 ) Exchange gain (loss) from foreign currency transactions 313,580 1.5 (1,460,151 ) (5.4 ) 97,080 0.3 Other non-operating income, net 70,253 0.3 36,318 0.1 41,934 0.1 Loss before income tax expenses and share of results of equity method investees (4,837,106 ) (23.2 ) (9,118,358 ) (34.0 ) (10,393,705 ) (33.9 ) Income tax expenses (25,990 ) (0.1 ) (24,731 ) (0.1 ) (36,810 ) (0.1 ) Share of results of equity method investees — — 4,117 0.0 54,740 0.2 Net loss (4,863,096 ) (23.3 ) (9,138,972 ) (34.1 ) (10,375,775 ) (33.8 ) Year Ended December 31, 2023 compared to year ended December 31, 2022 Revenues.
Year ended December 31, 2022 2023 2024 RMB % RMB % RMB % (in thousands, except percentages) Revenues Vehicle sales 24,839,637 92.5 28,010,857 91.3 35,829,402 87.7 Services and others 2,015,482 7.5 2,665,210 8.7 5,036,907 12.3 Total revenues 26,855,119 100.0 30,676,067 100.0 40,866,309 100.0 Cost of sales Vehicle sales (22,493,122 ) (83.8 ) (28,457,909 ) (92.8 ) (32,866,163 ) (80.4 ) Services and others (1,273,606 ) (4.7 ) (1,767,003 ) (5.7 ) (2,154,378 ) (5.3 ) Total cost of sales (23,766,728 ) ( 88.5 ) (30,224,912 ) (98.5 ) (35,020,541 ) (85.7 ) Gross profit 3,088,391 11.5 451,155 1.5 5,845,768 14.3 Operating expenses Research and development expenses (5,214,836 ) (19.4 ) (5,276,574 ) (17.2 ) (6,456,734 ) (15.8 ) Selling, general and administrative expenses (6,688,246 ) (24.9 ) (6,558,942 ) (21.4 ) (6,870,644 ) (16.8 ) Total operating expenses (11,903,082 ) (44.3 ) (11,835,516 ) (38.6 ) (13,327,378 ) ( 32.6 ) Other income, net 109,168 0.4 465,588 1.5 589,227 1.4 Fair value gain on derivative liability relating to the contingent consideration — — 29,339 0.1 234,245 0.6 Loss from operations (8,705,523 ) (32.4 ) (10,889,434 ) (35.5 ) (6,658,138 ) (16.3 ) Interest income 1,058,771 3.9 1,260,162 4.1 1,374,525 3.4 Interest expenses (132,192 ) (0.5 ) (268,666 ) (0.9 ) (343,982 ) (0.8 ) Fair value gain (loss) on derivative assets or derivative liabilities 59,357 0.2 (410,417 ) (1.3 ) — — Investment gain (loss) on long-term investments 25,062 0.1 (224,364 ) (0.7 ) (261,991 ) (0.6 ) Exchange (loss) gain from foreign currency transactions (1,460,151 ) (5.4 ) 97,080 0.3 (49,543 ) (0.1 ) Other non-operating income, net 36,318 0.1 41,934 0.1 108,154 0.3 Loss before income tax (expenses) benefit and share of results of equity method investees (9,118,358 ) (34.0 ) (10,393,705 ) (33.9 ) (5,830,975 ) (14.3 ) Income tax (expenses) benefit (24,731 ) (0.1 ) (36,810 ) (0.1 ) 69,780 0.2 Share of results of equity method investees 4,117 0.0 54,740 0.2 (29,069 ) (0.1 ) Net loss (9,138,972 ) (34.1 ) (10,375,775 ) (33.8 ) (5,790,264 ) (14.2 ) Year Ended December 31, 2024 compared to year ended December 31, 2023 Revenues.
We expect our revenue growth to be driven in part by the continued expansion of our vehicle portfolio. We differentiate our Smart EVs based on a number of core attributes, which are attractive design, high performance, smart technology functions and proven safety and reliability. Customer acceptance of our Smart EVs also depends on our ability to maintain competitive pricing.
We differentiate our Smart EVs based on a number of core attributes, which are attractive design, high performance, smart technology functions and proven safety and reliability. Customer acceptance of our Smart EVs also depends on our ability to maintain competitive pricing. We primarily target our Smart EVs to the mid- to high-end segment in China’s passenger vehicle market.
Consequently, Chengxing Zhidong became an indirect wholly owned subsidiary of XPeng Inc. XPeng Inc., the Group’s holding company, has no material operations of its own. The Group conducts its operations primarily through its subsidiaries, the Group VIEs and their subsidiaries in China. As a result, XPeng Inc.’s ability to pay dividends depends upon dividends paid by the Group’s PRC subsidiaries.
Consequently, Chengxing Zhidong became an indirect wholly-owned subsidiary of XPeng Inc. -137- Table of Contents XPeng Inc., the Group’s holding company, has no material operations of its own. The Group conducts its operations primarily through its subsidiaries, the Group VIEs and their subsidiaries in China.
Net cash provided by financing activities in 2022 was RMB6,003.8 million, which was primarily attributable to proceeds from borrowing of RMB6,800.7 million, and partially offset by repayment of borrowings of RMB681.7 million.
Net cash provided by financing activities in 2022 was RMB6,003.8 million, which was primarily attributable to proceeds from borrowing of RMB6,800.7 million, and partially offset by repayment of borrowings of RMB681.7 million. Capital Expenditures The Group made capital expenditures of RMB4,680.0 million, RMB2,311.5 million, and RMB2,427.9 million in 2022, 2023 and 2024, respectively.
Cost of sales The following table sets forth a breakdown of the Group’s cost of sales, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: -118- Table of Contents Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB % (in thousands, except for percentages) Cost of sales Vehicle sales 17,733,036 84.5 22,493,122 83.8 28,457,909 92.8 Services and others 632,540 3.0 1,273,606 4.7 1,767,003 5.7 Total 18,365,576 87.5 23,766,728 88.5 30,224,912 98.5 Cost of vehicle sales primarily includes direct parts, materials, labor cost and manufacturing overheads (including depreciation of assets associated with production) and reserves for estimated warranty expenses.
For example, the revenue for sales of the Smart EV and home chargers is recognized when the control of the Smart EV is transferred to the customer and the home charger is installed at customer’s designated location. -123- Table of Contents Cost of sales The following table sets forth a breakdown of the Group’s cost of sales, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB % (in thousands, except for percentages) Cost of sales Vehicle sales 22,493,122 83.8 28,457,909 92.8 32,866,163 80.4 Services and others 1,273,606 4.7 1,767,003 5.7 2,154,378 5.3 Total 23,766,728 88.5 30,224,912 98.5 35,020,541 85.7 Cost of vehicle sales primarily includes direct parts, materials, labor cost and manufacturing overheads (including depreciation and amortization of assets associated with production) and reserves for estimated warranty expenses.
Upon the expiration of qualification, re-accreditation of certification from the relevant authorities is necessary for the enterprise to continue enjoying the preferential tax treatment. Guangzhou Xiaopeng Motors Technology Co., Ltd., one of our subsidiaries, qualified as an HNTE in December 2022, and it is entitled to enjoy the beneficial tax rate of 15% for the years 2022 through 2024.
Upon the expiration of qualification, re-accreditation of certification from the relevant authorities is necessary for the enterprise to continue enjoying the preferential tax treatment. Guangzhou Xiaopeng Motors Technology Co., Ltd. applied for the HNTE qualification and received approval in December 2022.
The following table sets forth a summary of the Group’s cash flows for the periods presented: Year Ended December 31, 2021 2022 2023 (RMB in thousands) Summary of Consolidated Cash Flow Data: Net cash (used in) provided by operating activities (1,094,591 ) (8,232,376 ) 956,164 Net cash (used in) provided by investing activities (33,075,878 ) 4,845,966 631,168 Net cash provided by financing activities 14,627,093 6,003,835 8,015,247 Cash, cash equivalents and restricted cash at beginning of the year 31,541,533 11,634,881 14,714,046 Cash, cash equivalents and restricted cash at end of the year 11,634,881 14,714,046 24,302,049 Operating Activities Net cash provided by operating activities was RMB956.2 million in 2023, primarily attributable to net loss of RMB10,375.8 million, adjusted for the positive non-cash items primary consisted of: (i) depreciation of property, plant and equipment of RMB1,645.8 million, (ii) inventory write-downs of RMB1,054.7 million, (iii) share-based compensation of RMB550.5 million, (iv) fair value loss on derivative assets or derivative liabilities of RMB410.4 million, (v) amortization of intangible assets of RMB230.5 million, (vi) investment loss on long-term investments of RMB224.4 million, (vii) amortization of right-of-use assets of RMB182.2 million; and further adjusted for changes in itemized balances of operating assets and liabilities that have a positive effect on operating cash flow which were primary consisted of: (i) an increase in accounts and notes payable of RMB7,955.9 million in relation to the increase of purchase of raw material for volume production, (ii) a decrease in accounts and notes receivable of RMB1,138.4 million in relation to collection of new energy vehicle subsidies, (iii) an increase in accruals and other liabilities of RMB1,089.1 million primarily due to the increased accrued cost and expense of research and development, selling and marketing as well as purchase commitments relating to the planned cessation of the G3i and upgrades of certain models, and (iv) an increase of other non-current liabilities of RMB443.5 million primary due to the increased warranty provision in relation to the increased vehicles delivered.
The amount was further adjusted for changes in itemized balances of operating assets and liabilities that have a negative effect on operating cash flow which were primary consisted of: (i) an increase in installment payment receivables of RMB2,081.0 million primarily due to the increase in sales volume and (ii) an increase in inventory of RMB1,060.2 million primarily in relation to materials for volume production and finished goods, as well as certain changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) an increase in accruals and other liabilities of RMB1,533.0 million, (ii) an increase in accounts and notes payable of RMB870.1 million in relation to the increase of purchase of raw materials for volume production and (iii) an increase in deferred revenue of RMB798.5 million primarily due to the increase in sales volume. -135- Table of Contents Net cash provided by operating activities was RMB956.2 million in 2023, primarily attributable to net loss of RMB10,375.8 million, adjusted for the positive non-cash items primary consisted of: (i) depreciation of property, plant and equipment of RMB1,645.8 million, (ii) inventory write-downs of RMB1,054.7 million, (iii) share-based compensation of RMB550.5 million, (iv) fair value loss on derivative assets or derivative liabilities of RMB410.4 million, (v) amortization of intangible assets of RMB230.5 million, (vi) investment loss on long-term investments of RMB224.4 million, (vii) amortization of right-of-use assets of RMB182.2 million; and further adjusted for changes in itemized balances of operating assets and liabilities that have a positive effect on operating cash flow which were primary consisted of: (i) an increase in accounts and notes payable of RMB7,955.9 million in relation to the increase of purchase of raw material for volume production, (ii) a decrease in accounts and notes receivable of RMB1,138.4 million in relation to collection of new energy vehicle subsidies, (iii) an increase in accruals and other liabilities of RMB1,089.1 million primarily due to the increased accrued cost and expense of research and development, selling and marketing as well as purchase commitments relating to the cessation of the G3i and upgrades of certain models, and (iv) an increase of other non-current liabilities of RMB443.5 million primarily due to the increased warranty provision in relation to the increased vehicles delivered.
Shanghai Xiaopeng Motors Technology Co., Ltd., one of our subsidiaries, qualified as an HNTE in December 2022, and it is entitled to enjoy the beneficial tax rate of 15% for the years 2022 through 2024.
This enterprise re-applied for the HNTE qualification and received approval in December 2024, then entitled to enjoy the beneficial tax rate of 15% as an HNTE for the years 2024 through 2026. Shanghai Xiaopeng Motors Technology Co., Ltd. applied for the HNTE qualification and received approval in December 2022.
Investment gain (loss) on long-term investments . The Group recorded investment loss on long-term investments of RMB224.4 million in 2023, as compared to the investment gain on long-term investments of RMB25.1 million in 2022 as a result of fair value fluctuation on the Company’s equity and debt investments in 2023. Exchange gain (loss) from foreign currency transactions.
Investment loss on long-term investments . The Group recorded investment loss on long-term investments of RMB262.0 million in 2024, as compared to the investment loss on long-term investments of RMB224.4 million in 2023 as a result of as a result of fair value fluctuation on the Company’s equity and debt investments. -133- Table of Contents Net loss.
We 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. -124- Table of Contents 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, we consider this arrangement to be a modification of the existing contracts with customers.
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, we consider this arrangement to be a modification of the existing contracts with customers.
The Volkswagen Investment was part of our strategic partnership with Volkswagen Group. As of December 31, 2023, the Group had short-term borrowings from banks in the PRC of total principals of RMB3,889.1 million and total long-term borrowings (including current and non-current portion, bank loan, ABS, and ABN) of RMB7,014.6 million.
As of December 31, 2024, the Group had short-term borrowings from banks in the PRC of total principals of RMB4,609.1 million and total long-term borrowings (including current and non-current portion, bank loan, ABS, and ABN) of RMB7,523.2 million.
In March 2024, the Company, through its wholly owned subsidiary, completed the launch of an ABS amounting to RMB1,016,000 by issuing debt securities to investors.
In March and October 2024, the Company, through its wholly-owned subsidiary, completed the launch of an ABS respectively amounting to RMB1,016.0 million and RMB595.0 million by issuing debt securities to investors. As of December 31, 2024, the total balance of the ABS was RMB820.3 million.
The Group’s revenues increased from RMB26,855.1 million in 2022 to RMB30,676.1 million in 2023, which was primarily due to an increase in revenues from vehicle sales. The Group recorded revenues from vehicle sales of RMB28,010.9 million in 2023, as compared to RMB24,839.6 million in 2022.
The Group’s revenues increased from RMB30,676.1 million in 2023 to RMB40,866.3 million in 2024, which was primarily due to an increase in revenues from vehicle sales. The Group recorded revenues from vehicle sales of RMB35,829.4 million in 2024, as compared to RMB28,010.9 million in 2023. The increase was mainly attributable to the strong growth of our vehicle sales.
Shenzhen Pengxing Smart Research Co., Ltd., one of our subsidiaries, qualified as an HNTE in October 2023, and it is entitled to enjoy the beneficial tax rate of 15% for the years 2023 through 2025.
Shanghai Xiaopeng Motors Technology Co., Ltd. is entitled to continue to enjoy the beneficial tax rate of 15% as an HNTE for the years 2022 through 2024. Shenzhen Pengxing Smart Research Co., Ltd. applied for the HNTE qualification and received approval in October 2023.
The government subsidies for the new EVs had expired since January 1, 2023.
The new energy vehicle subsidies policy had expired since January 1, 2023.
At the time the offers were made, we still had unfulfilled performance obligations for services to the owners of G3 2019 associated with their original purchase.
At the time the offers were made, we still had unfulfilled performance obligations for services to the owners of G3 2019 associated with their original purchase. We 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.
We primarily target our Smart EVs to the mid- to high-end segment in China’s passenger vehicle market.
We primarily target the mid- to high-end segment in China’s passenger vehicle market, with prices ranging from RMB120,000 to RMB420,000.
The increase was mainly attributable to the accelerating sales growth of the G6 and the G9 in 2023. We delivered a total of 120,757 units of vehicles in 2022, and a total of 141,601 units of vehicles in 2023. The Group recorded revenues from services and others of RMB2,665.2 million in 2023, as compared to RMB2,015.5 million in 2022.
We delivered a total of 141,601 units of vehicles in 2023, and a total of 190,068 units of vehicles in 2024. The Group recorded revenues from services and others of RMB5,036.9 million in 2024, as compared to RMB2,665.2 million in 2023.
For the extended lifetime warranty and lifetime battery warranty, given limited operating history and lack of historical data, we recognize revenue over time based on a straight-line method initially.
For the extended lifetime warranty and lifetime battery warranty, we recognize revenue over time based on a cost-to-cost method.
Capital Expenditures The Group made capital expenditures of RMB4,341.2 million, RMB4,680.0 million, and RMB2,311.5 million in 2021, 2022 and 2023, respectively. In these years, the Group’s capital expenditures were used primarily for the construction of plants and purchase of manufacturing equipment, intangible assets and land use rights.
In these years, the Group’s capital expenditures were used primarily for the construction of plants and Guanzhou Xiaopeng Technology Park and purchase of manufacturing equipment, intangible assets and land use rights.
Goodwill is not amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, by performing the quantitative test through comparing each reporting unit’s fair value to its carrying value, including goodwill. -125- Table of Contents Fair Value Determination Related to the Accounting for Business Combination We estimated the fair value of acquired vehicle platform technology (“VPT”) and vehicle model technology under development (“VMTUD”) from the acquisition of DiDi’s smart auto business using the relief from royalty method and multiperiod excess earnings method, respectively.
Goodwill is not amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, by performing the quantitative test through comparing each reporting unit’s fair value to its carrying value, including goodwill.
We have launched five Smart EVs as of December 31, 2023, the G3 (including G3i) (which we have ceased manufacturing and selling), the P7 (including P7i), the P5, the G9 and the G6, and our X9 on January 1, 2024. We plan to continuously introduce new models and facelifts to expand our product portfolio and customer base.
We have launched eight Smart EV models as of December 31, 2024, including seven Smart EVs of the XPeng series and one Smart EV of the MONA series, and we plan to continuously introduce new models and facelifts to expand our product portfolio and customer base.
Net cash provided by investing activities in 2022 was RMB4,846.0 million, which was primarily attributable to maturity of short-term deposits of RMB11,922.2 million, partially offset by (i) purchase of property, plant and equipment of RMB4,275.8 million and (ii) placement of long-term deposits of RMB3,822.3 million.
Investing Activities Net cash used in investing activities in 2024 was RMB1,255.1 million, which was primarily attributable to (i) placement of short-term deposits of RMB2,984.2 million, (ii) purchase of property, plant and equipment of RMB2,226.1 million and (iii) placement of restricted long-term deposits of RMB1,100.0 million, partially offset by maturities of long-term deposits of RMB5,179.7 million.
The Group’s restricted cash, which amounted to RMB3,174.9 million as of December 31, 2023, primarily represents bank deposits for letters of guarantee, bank notes and cash restricted as to withdrawal or use due to legal disputes. In July 2019 and November 2019, we entered into two loan agreements with a bank in the PRC.
The Group’s restricted cash, which amounted to RMB3,153.4 million as of December 31, 2024, primarily represents bank deposits for letters of guarantee, bank notes and cash restricted as to withdrawal or use due to legal disputes. In July and August of 2020, we received cash proceeds of US$900.0 million from our Series C+ round financing.
The issued ABS of RMB805.0 million in the senior A tranche with a debt rating of AAA has a coupon rate of 2.80% and the issued ABS of RMB39.0 million in senior B tranche with a debt rating of AA+ has a coupon rate of 3.00%. As of December 31, 2023, the total balance of the ABS was RMB185.9 million.
The issued ABS of RMB805.0 million in the senior A tranche with a debt rating of AAA has a coupon rate of 2.80% and the issued ABS of RMB39.0 million in senior B tranche with a debt rating of AA+ has a coupon rate of 3.00%. -134- Table of Contents In August 2023, we completed an asset-backed notes (“ABN”) issuance of RMB975.0 million on the inter-bank bond market.
The overall contract price under a sales contract is allocated to each distinct performance obligation based on the relative estimated standalone selling price. For example, the revenue for sales of the Smart EV and home chargers is recognized when the control of the Smart EV is transferred to the customer and the home charger is installed at customer’s designated location.
The overall contract price under a sales contract is allocated to each distinct performance obligation based on the relative estimated standalone selling price.
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. Revenue related to XPILOT is recognized at a point in time when intelligent driving functionality of XPILOT is delivered and transferred to the customers.
A customer can subscribe for such services by either making a lump sum payment or paying annual installments over a three-year period, or purchasing a vehicle equipped with such system.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeAs of March 31, 2024, the total number of ordinary shares outstanding was 1,886,842,246, comprising 1,538,133,989 Class A ordinary shares and 348,708,257 Class B ordinary shares, excluding 2,080,046 Class A ordinary shares issued to our depositary 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. -141- Table of Contents Ordinary Shares Beneficially Owned Class A ordinary shares Percentage of total Class A ordinary shares Class B ordinary shares Percentage of total ordinary shares† Percentage of aggregate voting power†† Directors and Executive Officers:** Xiaopeng He(1) 4,400,000 0.3 % 348,708,257 18.7 % 69.5 % Ji-Xun Foo — — — — — Fei Yang — — — — — Donghao Yang — — — — — Fang Qu * * — * * HongJiang Zhang — — — — — Fengying Wang * * — * * Hongdi Brian Gu(2) 35,574,660 2.3 % — 1.9 % 0.7 % Jiaming (James) Wu — — — — — Yonghai Chen * * — * * All Directors and Executive Officers as a Group 40,668,214 2.6 % 348,708,257 20.6 % 70.2 % Principal Shareholders: Simplicity and Respect entities(3) 4,400,000 0.3 % 348,708,257 18.7 % 69.5 % Volkswagen Group(4) 94,079,255 6.1 % — 5.0 % 1.9 % † For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2024, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2024, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after March 31, 2024. †† For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
Biggest changeOrdinary Shares Beneficially Owned Class A ordinary shares Percentage of total Class A ordinary shares Class B ordinary shares Percentage of total ordinary shares† Percentage of aggregate voting power†† Directors and Executive Officers:** Xiaopeng He (1) 8,239,844 0.5 % 348,708,257 18.8 % 69.4 % Ji-Xun Foo — — — — — Donghao Yang — — — — — Fang Qu * * — * * HongJiang Zhang — — — — — Fengying Wang * * — * * Hongdi Brian Gu (2) 36,924,660 2.4 % — 1.9 % 0.7 % Jiaming (James) Wu * * — * * Yonghai Chen * * — * * All Directors and Executive Officers as a Group 46,583,204 3.0 % 348,708,257 20.8 % 70.1 % Principal Shareholders: Simplicity and Respect entities (3) 7,239,844 0.5 % 348,708,257 18.7 % 69.3 % Volkswagen Group (4) 94,079,255 6.1 % — 4.95 % 1.9 % BlackRock, Inc.
Arrangements between and with Shareholders Pursuant to the Investor Rights Agreement between Volkswagen Group and us dated July 26, 2023, we have agreed to appoint an individual nominated by the Volkswagen Group as a non-voting observer to our Board upon the closing of the Volkswagen Investment, as long as the Volkswagen Group continuously holds not less than 3% of the total issued and outstanding shares of the Company.
Arrangements between and with Shareholders Pursuant to the Investor Rights Agreement between the Volkswagen Group and us, dated July 26, 2023, we have agreed to appoint an individual nominated by the Volkswagen Group as a non-voting observer to our Board upon the closing of the Volkswagen Investment, as long as the Volkswagen Group continuously holds not less than 3% of the total issued and outstanding shares of the Company.
Upon approval by the nomination committee of the Board and the Board, the Company shall appoint such candidate as a Director in compliance with the memorandum and articles of association of the Company and applicable laws and regulations. As of the date of this annual report, Volkswagen Group has appointed a non-voting observer to our Board. B.
Upon approval by the nomination committee of the Board and the Board, the Company shall appoint such candidate as a Director in compliance with the memorandum and articles of association of the Company and applicable laws and regulations. As of the date of this annual report, the Volkswagen Group has appointed a non-voting observer to our Board. B.
Our audit committee is responsible for, among other things: • selecting the independent auditor; • pre-approving auditing and non-auditing services permitted to be performed by the independent auditor; -138- Table of Contents • annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company; • setting clear hiring policies for employees and former employees of the independent auditors; • reviewing with the independent auditor any audit problems or difficulties and management’s response; • reviewing and, if material, approving all related party transactions on an ongoing basis; • reviewing and discussing the annual audited financial statements with management and the independent auditor; • reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; • reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments; • discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies; • reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements; • discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor; • timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S.
Our audit committee is responsible for, among other things: • selecting the independent auditor; • pre-approving auditing and non-auditing services permitted to be performed by the independent auditor; • annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company; • setting clear hiring policies for employees and former employees of the independent auditors; -145- Table of Contents • reviewing with the independent auditor any audit problems or difficulties and management’s response; • reviewing and, if material, approving all related party transactions on an ongoing basis; • reviewing and discussing the annual audited financial statements with management and the independent auditor; • reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; • reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments; • discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies; • reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements; • discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor; • timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S.
Term Unless terminated earlier, the Plan will continue in effect for a term of ten years from the date of its adoption, which is June 28, 2020. Award Agreements Equity awards granted under the Plan are evidenced by award agreements that set forth the terms, conditions and limitations for each award, which must be consistent with the Plan.
Term Unless terminated earlier, the 2019 Plan will continue in effect for a term of ten years from the date of its adoption, which is June 28, 2020. Award Agreements Equity awards granted under the 2019 Plan are evidenced by award agreements that set forth the terms, conditions and limitations for each award, which must be consistent with the Plan.
Our corporate governance committee is responsible for, among other things: • Developing and reviewing our company’s policies and practices on corporate governance and make recommendations to the board; • Reviewing and monitoring the training and continuous professional development of directors and senior management; • Reviewing and monitoring our company’s policies and practices on compliance with legal and regulatory requirements; • Developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to employees and directors; • Reviewing our company’s compliance with certain Hong Kong Listing Rules; • Reviewing and monitoring whether our company is operated and managed for the benefit of all of its share-holders; • Reviewing and monitoring the management of conflicts of interests and make a recommendation to the board on any matter where there is a potential conflict of interest; -140- Table of Contents • Reviewing and monitoring all risks related to our multiple class voting structure; and • Reporting on the work of the corporate governance committee on at least a half-yearly and annual basis covering all areas of its terms of reference.
Our corporate governance committee is responsible for, among other things: • Developing and reviewing our company’s policies and practices on corporate governance and make recommendations to the board; • Reviewing and monitoring the training and continuous professional development of directors and senior management; • Reviewing and monitoring our company’s policies and practices on compliance with legal and regulatory requirements; • Developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to employees and directors; • Reviewing our company’s compliance with certain Hong Kong Listing Rules; • Reviewing and monitoring whether our company is operated and managed for the benefit of all of its share-holders; • Reviewing and monitoring the management of conflicts of interests and make a recommendation to the board on any matter where there is a potential conflict of interest; • Reviewing and monitoring all risks related to our multiple class voting structure; and • Reporting on the work of the corporate governance committee on at least a half-yearly and annual basis covering all areas of its terms of reference. -147- Table of Contents D.
Share Ownership The following table sets forth information as of March 31, 2024 with respect to the beneficial ownership of our ordinary shares by: • each of our directors and executive officers; and • each person known to us to beneficially own 5.0% or more of our Class A ordinary shares.
Share Ownership The following table sets forth information as of March 31, 2025 with respect to the beneficial ownership of our ordinary shares by: • each of our directors and executive officers; and • each person known to us to beneficially own 5.0% or more of our Class A ordinary shares.
Share Incentive Plan In June 2020, XPeng Inc. adopted a share incentive plan, which was amended and restated in August 2020 and further amended and restated in June 2021, or the Plan, which allows us to grant restricted shares, RSUs and other equity awards to our employees, directors and consultants.
Share Incentive Plans In June 2020, XPeng Inc. adopted a share incentive plan, which was amended and restated in August 2020 and further amended and restated in June 2021, or the 2019 Plan, which allows us to grant restricted shares, RSUs and other equity awards to our employees, directors and consultants.
Yang received his master’s degree in business administration from Harvard Business School in June 2003, and his bachelor’s degree in international economics from Nankai University in July 1993. -133- Table of Contents Fang Qu is an independent non-executive director of our company. Prior to joining our company, Ms. Qu co-founded lifestyle community platform Xiaohongshu in 2013.
Yang received his master’s degree in business administration from Harvard Business School in June 2003, and his bachelor’s degree in international economics from Nankai University in July 1993. Fang Qu is an independent non-executive director of our company. Prior to joining our company, Ms. Qu co-founded lifestyle community platform Xiaohongshu in 2013.
Dr. Zhang received his Ph.D. in electronic engineering from Technical University of Denmark in October 1991, and his bachelor of science degree in radio electronics from Zhengzhou University in July 1982. Fengying Wang is our president. Ms. Wang has over 30 years of experience in automotive industry. Prior to joining the Company, Ms.
Dr. Zhang received his Ph.D. in electronic engineering from Technical University of Denmark in October 1991, and his bachelor of science degree in radio electronics from Zhengzhou University in July 1982. -140- Table of Contents Fengying Wang is our president. Ms. Wang has over 30 years of experience in automotive industry. Prior to joining the Company, Ms.
D. Employees See “Item 4. Information on the Company—B. Business Overview—Employees.” E.
Employees See “Item 4. Information on the Company—B. Business Overview—Employees.” E.
Prior to joining the Group, Mr. Wu served as the vice president and chief financial officer of SAIC-GM-Wuling Automotive Co., Ltd. from July 2022 to May 2023. Mr. Wu served as the vice president and chief financial officer of PT SGMW Motor Indonesia from July 2019 to June 2022. From April 2017 to June 2019, Mr.
Wu served as the vice president and chief financial officer of SAIC-GM-Wuling Automotive Co., Ltd. from July 2022 to May 2023. Mr. Wu served as the vice president and chief financial officer of PT SGMW Motor Indonesia from July 2019 to June 2022. From April 2017 to June 2019, Mr.
Vesting Schedule The vesting schedule of each equity award granted under the Plan will be set forth in the award agreement for such equity award. -136- Table of Contents Amendment and Termination The Plan may at any time be amended or terminated with the approval of the board.
Vesting Schedule The vesting schedule of each equity award granted under the 2019 Plan will be set forth in the award agreement for such equity award. Amendment and Termination The 2019 Plan may at any time be amended or terminated with the approval of the board.
Compensation Compensation In 2023, we paid an aggregate cash compensation and benefits in kind of RMB87.8 million to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers.
Compensation Compensation In 2024, we paid an aggregate cash compensation and benefits in kind of RMB91.8 million to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers.
Gu received his Ph.D. in biochemistry from the University of Washington in August 1997, his master’s degree in business administration from Yale University in May 1999, and his bachelor’s degree in chemistry from the University of Oregon in June 1993. -134- Table of Contents Mr. Jiaming (James) Wu is our vice president of finance and accounting.
Gu received his Ph.D. in biochemistry from the University of Washington in August 1997, his master’s degree in business administration from Yale University in May 1999, and his bachelor’s degree in chemistry from the University of Oregon in June 1993. Mr. Jiaming (James) Wu is our vice president of finance and accounting. Prior to joining the Group, Mr.
A shareholder has the right to seek damages if a duty owed by our directors is breached. -137- Table of Contents The functions and powers of our board of directors include, among others: • conducting and managing the business of our company; • representing our company in contracts and deals; • appointing attorneys for our company; • select senior management such as managing directors and executive directors; • providing employee benefits and pension; • managing our company’s finance and bank accounts; • exercising the borrowing powers of our company and mortgaging the property of our company; and • exercising any other powers conferred by the shareholders meetings or under our memorandum and articles of association, as amended and restated from time to time.
The functions and powers of our board of directors include, among others: • conducting and managing the business of our company; • representing our company in contracts and deals; -144- Table of Contents • appointing attorneys for our company; • select senior management such as managing directors and executive directors; • providing employee benefits and pension; • managing our company’s finance and bank accounts; • exercising the borrowing powers of our company and mortgaging the property of our company; and • exercising any other powers conferred by the shareholders meetings or under our memorandum and articles of association, as amended and restated from time to time.
Zhang has accumulated extensive corporate governance experience through his positions as an independent non-executive director and independent director of Zepp Health Corp., AAC Technologies Holding Inc., BabyTree Group and Digital China Group Co., Ltd.
Zhang was appointed as an independent director of Ant Group Co., Ltd. in September 2024. Dr. Zhang has accumulated extensive corporate governance experience through his positions as an independent non-executive director and independent director of Zepp Health Corp., AAC Technologies Holding Inc., BabyTree Group and Digital China Group Co., Ltd.
(3) Represents (i) 4,400,000 Class A ordinary shares represented by ADSs and 327,708,257 Class B ordinary shares held by Simplicity Holding Limited and (ii) 21,000,000 Class B ordinary shares held by Respect Holding Limited.
(3) Represents (i) 4,400,000 Class A ordinary shares represented by ADSs and 327,708,257 Class B ordinary shares held by Simplicity Holding Limited, (ii) 21,000,000 Class B ordinary shares held by Respect Holding Limited, and (iii) 2,839,844 Class A ordinary shares represented by ADSs held by Galaxy Dynasty Limited.
The table below summarizes the outstanding RSUs granted to our directors and executive officers: Name Position Ordinary Shares Underlying Outstanding RSUs granted Grant Date Fengying Wang President * March 2023 Hongdi Brian Gu Honorary Vice Chairman of the Board and Co-President * June 2020 * July 2020 Jiaming (James) Wu Vice President of Finance and Accounting * July 2023 Yonghai Chen Vice President of Product Planning * January 2022 * October 2022 * October 2023 Fang Qu Independent Non-executive Director * June 2021 * Less than 1% of our outstanding shares.
The table below summarizes the outstanding RSUs granted to our directors and executive officers: Name Position Ordinary Shares Underlying Outstanding RSUs granted Grant Date Fengying Wang President * March 2023 Hongdi Brian Gu Honorary Vice Chairman of the Board and Co-President * June 2020 * July 2020 Jiaming (James) Wu Vice President of Finance and Accounting * July 2023 Yonghai Chen Vice President of Product Planning * January 2022 -143- Table of Contents Name Position Ordinary Shares Underlying Outstanding RSUs granted Grant Date * October 2022 * October 2023 * October 2024 Fang Qu Independent Non-executive Director * June 2021 Donghao Yang Independent Non-executive Director * June 2021 * July 2024 Xiaopeng He (1) Co-founder, Chairman, Executive Director and Chief Executive Officer 28,506,786 March 2025 * Less than 1% of our outstanding shares.
Respect Holding Limited is wholly owned by Mr. Xiaopeng He, who is deemed to be the beneficial owner of the shares held by Respect Holding Limited. Simplicity Holding Limited and Respect Holding Limited are collectively referred to as Simplicity and Respect entities. -142- Table of Contents (4) Represents 94,079,255 Class A ordinary shares held by Volkswagen Finance Luxemburg S.A.
He, who is deemed to be the beneficial owner of the shares held by Galaxy Dynasty Limited. Simplicity Holding Limited, Respect Holding Limited and Galaxy Dynasty Limited are collectively referred to as Simplicity and Respect entities. (4) Represents 94,079,255 Class A ordinary shares held by Volkswagen Finance Luxemburg S.A.
Executive officers typically may resign at any time with a 30-day advance written notice. -135- Table of Contents Executive officers have agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our business partners, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
Executive officers have agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our business partners, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
We may terminate employment for cause, at any time, without advance notice, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime, or serious breach of duty of loyalty to us.
Under these agreements, our executive officers are typically employed for a specified time period. We may terminate employment for cause, at any time, without advance notice, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime, or serious breach of duty of loyalty to us.
RSU Grants As of March 31, 2024, RSUs which represent 23,395,933 underlying Class A ordinary shares were outstanding (which do not include the Class A ordinary shares underlying the vested RSUs), and 362,614 shares underlying such RSUs were held by XPeng Fortune Holdings Limited, which has been established for our share incentive plan.
RSU Grants As of March 31, 2025, RSUs which represent 28,929,757 underlying Class A ordinary shares were outstanding (which do not include the Class A ordinary shares underlying the vested RSUs), and 27,216 shares underlying such RSUs were held by XPeng Fortune Holdings Limited, which has been established for our share incentive plan.
HongJiang Zhang satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed Company Manual. -139- Table of Contents Our compensation committee is responsible for, among other things: • reviewing, evaluating and, if necessary, revising our overall compensation policies; • reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our senior officers; • reviewing and approving our senior officers’ employment agreements with us; • setting performance targets for our senior officers with respect to our incentive compensation plan and equity-based compensation plans; and • such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time.
Our compensation committee is responsible for, among other things: • reviewing, evaluating and, if necessary, revising our overall compensation policies; -146- Table of Contents • reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our senior officers; • reviewing and approving our senior officers’ employment agreements with us; • setting performance targets for our senior officers with respect to our incentive compensation plan and equity-based compensation plans; and • such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time.
Name Age Position Xiaopeng He 46 Co-founder, Chairman, Executive Director and Chief Executive Officer Ji-Xun Foo 55 Non-executive Director Fei Yang 66 Non-executive Director Donghao Yang 52 Independent Non-executive Director Fang Qu 39 Independent Non-executive Director HongJiang Zhang 63 Independent Non-executive Director Fengying Wang 53 President Hongdi Brian Gu 51 Honorary Vice Chairman of the Board and Co-President Jiaming (James) Wu 40 Vice President of Finance and Accounting Yonghai Chen 43 Vice President of Product Planning -132- Table of Contents Xiaopeng He is our co-founder, executive director, chairman and chief executive officer.
Name Age Position Xiaopeng He 47 Co-founder, Chairman, Executive Director and Chief Executive Officer Ji-Xun Foo 56 Non-executive Director Donghao Yang 53 Independent Non-executive Director Fang Qu 40 Independent Non-executive Director HongJiang Zhang 64 Independent Non-executive Director Fengying Wang 54 President Hongdi Brian Gu 52 Honorary Vice Chairman of the Board and Co-President Jiaming (James) Wu 41 Vice President of Finance and Accounting Yonghai Chen 44 Vice President of Product Planning Xiaopeng He is our co-founder, executive director, chairman and chief executive officer.
Quack Holding Limited is wholly owned by Mr. Hongdi Brian Gu, who is deemed to be the beneficial owner of the shares held by Quack Holding Limited.
Respect Holding Limited is wholly-owned by Mr. Xiaopeng He, who is deemed to be the beneficial owner of the shares held by Respect Holding Limited.
He obtained the qualification certificate of senior economist (technology entrepreneur) in business administration issued by the Human Resources and Social Security Department of Guangdong Province in January 2020. Ji-Xun Foo is a non-executive director of our company. Mr. Foo has served as a managing partner at GGV Capital, a venture capital firm, since 2006. From 2000 to 2005, Mr.
He obtained the qualification certificate of senior economist (technology entrepreneur) in business administration issued by the Human Resources and Social Security Department of Guangdong Province in January 2020. Ji-Xun Foo is a non-executive director of our company. Mr.
In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time.
In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. A shareholder has the right to seek damages if a duty owed by our directors is breached.
Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers.
Our board of directors may determine compensation to be paid to the directors and the executive officers.
C. Board Practices Our board of directors consists of six directors, including one executive director two non-executive directors and three independent non-executive directors. Under our current memorandum and articles of association, a director is not required to hold any shares in our company to qualify to serve as a director.
Under our current memorandum and articles of association, a director is not required to hold any shares in our company to qualify to serve as a director.
We may also terminate an executive officer’s employment without cause pursuant to applicable law of the jurisdiction where the executive officer is based.
We may also terminate an executive officer’s employment without cause pursuant to applicable law of the jurisdiction where the executive officer is based. Executive officers typically may resign at any time with a 30-day advance written notice.
(2) Represents (i) 4,500,000 Class A ordinary shares held by Hongdi Brian Gu and (ii) 31,074,660 Class A ordinary shares held by Quack Holding Limited. Quack Holding Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands.
Quack Holding Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands. Quack Holding Limited is wholly-owned by Mr. Hongdi Brian Gu, who is deemed to be the beneficial owner of the shares held by Quack Holding Limited.
(1) Represents (i) 4,400,000 Class A ordinary shares represented by ADSs and 327,708,257 Class B ordinary shares held by Simplicity Holding Limited, and (ii) 21,000,000 Class B ordinary shares held by Respect Holding Limited. Simplicity Holding Limited and Respect Holding Limited are further described in footnote 3 below.
(1) Represents (i) 4,400,000 Class A ordinary shares represented by ADSs and 327,708,257 Class B ordinary shares held by Simplicity Holding Limited, (ii) 21,000,000 Class B ordinary shares held by Respect Holding Limited, (iii) 2,839,844 Class A ordinary shares represented by ADSs held by Galaxy Dynasty Limited, and (iv) 1,000,000 Class A ordinary shares held directly by Mr. He.
Compensation Committee Our compensation committee consists of Mr. Xiaopeng He, Ms. Fang Qu and Dr. HongJiang Zhang. The chairperson of our compensation committee is Ms. Fang Qu. Each of Ms. Fang Qu and Dr.
Compensation Committee Our compensation committee consists of Mr. Xiaopeng He, Ms. Fang Qu and Dr. HongJiang Zhang. The chairperson of our compensation committee is Ms. Fang Qu. Each of Ms. Fang Qu and Dr. HongJiang Zhang satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed Company Manual.
For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plan.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers. Under these agreements, our executive officers are typically employed for a specified time period.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. -141- Table of Contents For information regarding share awards granted to our directors and executive officers, see “-Share Incentive Plan.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
The maximum number of ordinary shares that may be subject to equity awards pursuant to the Plan, or the share reserve, was initially set at 161,462,100. Administration The Plan is administered by the ESOP committee established by our board of directors. The administrator will determine the terms and conditions of each equity award.
The maximum number of ordinary shares that may be subject to equity awards pursuant to the 2019 Plan, or the share reserve, was initially set at 161,462,100. In March, 2025, our board of directors further adopted an additional share incentive scheme, or the 2025 Scheme.
Foo served as the leader of a research and development project at Hewlett-Packard, an information technology company listed on the NYSE (symbol: HPQ). Mr. Foo has served as a director of Baidu, Inc., a company listed on the NASDAQ (symbol: BIDU) and the Stock Exchange (stock code: 9888) since July 2019. Mr.
Foo has served as a director of Baidu, Inc., a company listed on the NASDAQ (symbol: BIDU) and the Stock Exchange (stock code: 9888) since July 2019. Mr. Foo served as a director of Bombardier Inc., a company listed on the Toronto Stock Exchange (symbol: BBD) from May 5, 2022 to November 6, 2024. Mr.
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. Foo received his master of science degree in management of technology in January 1997 and his bachelor’s degree with first class honors in engineering in June 1993 from the National University of Singapore.
Foo received his master of science degree in management of technology in January 1997 and his bachelor’s degree with first class honors in engineering in June 1993 from the National University of Singapore. -139- Table of Contents Donghao Yang is an independent non-executive director of our company. Mr.
Foo worked at Draper Fisher Jurvetson ePlanet Ventures L.P., a venture capital fund, and last served as a director. From 1996 to 2000, he served as a manager of the Finance and Investment Division of the National Science and Technology Board of Singapore. From 1993 to 1996, Mr.
From 1996 to 2000, he served as a manager of the Finance and Investment Division of the National Science and Technology Board of Singapore. From 1993 to 1996, Mr. Foo served as the leader of a research and development project at Hewlett-Packard, an information technology company listed on the NYSE (symbol: HPQ). Mr.
To our knowledge, as of March 31, 2024, a total of 474,036,066 Class A ordinary shares (representing approximately 30.8% of our total outstanding Class A ordinary shares) was held by Citibank, N.A., the depositary for our ADS program, via its Hong Kong nominees for the benefit of the holders and beneficial owners of our ADSs.
On the other hand, Blackrock Inc. also held short position for the purpose of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) in 99,268 Class A ordinary shares through certain controlled entities, of which 14,034 Class A ordinary shares are subject to cash settled unlisted derivatives. -149- Table of Contents To our knowledge, as of March 31, 2025, a total of 473,154,380 Class A ordinary shares (representing approximately 30.5% of our total outstanding Class A ordinary shares) was held by Citibank, N.A., the depositary for our ADS program, via its Hong Kong nominees for the benefit of the holders and beneficial owners of our ADSs.
Removed
Fei Yang is a non-executive Director of our company. He currently also holds directorship in a member of the Group. Mr. Yang had served as a partner of IDG Capital, an investment and asset management firm, from 1997 to 2018, and had experience in finance, capital operations, mergers and acquisitions. From 1994 to 1997, Mr.
Added
Foo has served as a managing partner at GGV Capital, a venture capital firm, from 2006 through 2023 and currently serves as a senior managing partner at Granite Asia, a multi-asset investment platform. From 2000 to 2005, Mr. Foo worked at Draper Fisher Jurvetson ePlanet Ventures L.P., a venture capital fund, and last served as a director.
Removed
Yang served as a director of the Initial Public Offering Division of the CSRC Guangdong Bureau. From 1989 to 1994, he served as a director of the Consultant Division of Guangdong Foreign Trade and Economy Institute, where he specialized in economic research. From 1984 to 1986, Mr. Yang worked at the Jinan Municipal Environmental Protection Bureau.
Added
As of the date of this annual report, the 2025 Scheme is conditional on: (i) the passing by the shareholders at a general meeting of our company of an ordinary resolution to approve the adoption of the 2025 Scheme; (ii) the Hong Kong Stock Exchange granting the approval for the listing of, and permission to deal in, the Class A ordinary shares to be allotted and issued in respect of any awards which may be granted under the 2025 Scheme; (iii) the New York Stock Exchange granting the approval for the supplemental listing application for the listing of, and permission to deal in, the ADSs representing the Class A ordinary shares to be allotted and issued in respect of any awards which may be granted under the 2025 Scheme; and (iv) the effectiveness of the company’s filing of a Form S-8 for the registration of the Class A ordinary shares to be allotted and issued in respect of any awards which may be granted under the 2025 Scheme.
Removed
From 1982 to 1984, he worked at the Shandong Academy of Agricultural Sciences as a researcher. Mr. Yang received his master’s degree in environmental geography and his bachelor’s degree in geography from Sun Yat-sen University in July 1989 and October 1982, respectively. Donghao Yang is an independent non-executive director of our company. Mr.
Added
The purpose of the 2025 Scheme is to reward eligible participants who have contributed or will contribute to the Group, and to encourage eligible participants to work towards enhancing the value of our company and its shares for the benefit of our Company and shareholders as a whole.
Removed
He served as the chairman of the board of Beijing Academy of Artificial Intelligence from December 2018 to July 2023.
Added
The 2019 Plan will still be valid and effective after adoption of the 2025 Scheme. -142- Table of Contents The following paragraphs describe the principal terms of the 2019 Plan. Administration The 2019 Plan is administered by the ESOP committee established by our board of directors. The administrator will determine the terms and conditions of each equity award.
Added
(1) Our company has conditionally granted a total of 28,506,786 RSUs under the 2025 Scheme to Mr.
Added
He (the “Proposed Grant”), which is subject to, among other things, (i) the effectiveness of the 2025 Scheme, which requires, among other things, the approval of the shareholders to adopt the 2025 Scheme; and (ii) the approval of the independent shareholders pursuant to the applicable listing and regulatory requirements for the Proposed Grant.
Added
The Proposed Grant shall vest after 12 months vesting period upon satisfaction of certain performance targets. C. Board Practices Our board of directors consists of five directors, including one executive director, one non-executive director and three independent non-executive directors.
Added
As of March 31, 2025, the total number of ordinary shares outstanding was 1,900,448,525, comprising 1,551,740,268 Class A ordinary shares and 348,708,257 Class B ordinary shares, excluding 2,468,182 Class A ordinary shares issued to our depositary 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.
Added
(5) 83,101,305 5.4 % — 4.4 % 1.6 % † For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2025, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2025, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after March 31, 2025. -148- Table of Contents †† For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
Added
Simplicity Holding Limited, Respect Holding Limited and Galaxy Dynasty Limited are further described in footnote 3 below. In addition, we have conditionally granted a total of 28,506,786 RSUs under the 2025 Scheme to Mr.
Added
He (the “Proposed Grant”), which are subject to, among other things, (i) the effectiveness of the 2025 Scheme, which requires, among other things, the approval of the shareholders to adopt the 2025 Scheme; and (ii) the approval of the independent shareholders pursuant to the applicable listing and regulatory requirements for the Proposed Grant.
Added
The Proposed Grant shall vest after 12 months vesting period upon satisfaction of certain performance targets. (2) Represents (i) 4,750,000 Class A ordinary shares held by Hongdi Brian Gu, (ii) 31,074,660 Class A ordinary shares held by Quack Holding Limited, and (iii) 1,100,000 Class A ordinary shares represented by ADSs owned by Quack Holding Limited.
Added
Galaxy Dynasty Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG 1110, British Virgin Islands. Galaxy Dynasty Limited is wholly-owned by Mr.
Added
(5) Represents 83,101,305 Class A ordinary shares in which Blackrock Inc. held long position for the purpose of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) through a series of controlled entities and of which 3,029,768 are subject to cash settled unlisted derivatives.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

7 edited+1 added−1 removed10 unchanged
Biggest changeWe, however, are not obligated to effect a registration on Form F-3 if (i) the aggregate price of the registrable securities requested to be sold pursuant to such registration is, in the good faith judgment of our board of directors, expected to be less than $5,000,000, or (ii) we have already effected two such registrations within any twelve-month period preceding the date of the registration request. -144- Table of Contents Expenses of Registration We will pay all expenses incurred in connection with any required registration, piggyback registration or Form F-3 registration, including, among others, registration and filing fees, compliance fees, listing fees, printing expenses, fees and disbursements of counsel and independent public accountants of our company, fees and disbursements of the underwriters, but excluding underwriting discounts and commissions and share transfer taxes.
Biggest changeWe, however, are not obligated to effect a registration on Form F-3 if (i) the aggregate price of the registrable securities requested to be sold pursuant to such registration is, in the good faith judgment of our board of directors, expected to be less than $5,000,000, or (ii) we have already effected two such registrations within any twelve-month period preceding the date of the registration request.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees — E. Share Ownership.” B. Related Party Transactions Transaction with Xiaopeng He As of December 31, 2021, amounts due from Mr.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees — E. Share Ownership.” B. Related Party Transactions Transaction with Xiaopeng He As of December 31, 2022, amounts due from Mr.
Contractual Arrangements with the Group VIEs and Their Respective Shareholders See “Item 4. Information on the Company—C. Organizational Structure.” Registration Right Agreement On August 20, 2020, we entered into a registration right agreement with our shareholders, under which we have granted certain registration rights to holders of our registrable securities.
Contractual Arrangements with the Group VIEs and Their Respective Shareholders See “Item 4. Information on the Company—C. Organizational Structure.” -150- Table of Contents Registration Right Agreement On August 20, 2020, we entered into a registration right agreement with our shareholders, under which we have granted certain registration rights to holders of our registrable securities.
Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.” C. Interests of Experts and Counsel Not Applicable.
Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” -151- Table of Contents Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.” C. Interests of Experts and Counsel Not Applicable.
He and (ii) the payables for asset purchased amounting to RMB2.8 million to a company significantly influenced by Mr. He. As of December 2022, amounts due to Mr. He represent the payables for assets purchased amounting to RMB1.0 million to the companies significantly influenced by Mr. He. As of December 31, 2023, amounts due to Mr.
As of December 2022, amounts due to Mr. He represent the payables for assets purchased amounting to RMB1.0 million to the companies significantly influenced by Mr. He. As of December 31, 2023, amounts due to Mr. He represent advances from the companies influenced by Mr. He of a de minimis amount.
He represent receivables for operation support service and sales of goods amounting to RMB12.6 million and RMB0.4 million, respectively, to the companies significantly influenced by Mr. He. -143- Table of Contents As of December 31, 2021, amounts due to Mr. He represents (i) the payables for rental expenses amounting to RMB22.1 million to a company controlled by Mr.
He represent receivables for operation support service and sales of goods amounting to RMB12.6 million and RMB0.4 million, respectively, to the companies significantly influenced by Mr. He. As of December 31, 2024, amounts due from the companies significantly influenced by Mr. He represent receivables for operation support service and sales of goods amounting to RMB43.7 million.
He represent advances from the companies influenced by Mr. He of a de minimis amount. On September 29, 2023, the Company entered into share purchase agreements with Dogotix and its shareholders, which include a wholly-owned company of Mr.
As of December 31, 2024, amounts due to the companies significantly influenced by Mr. He represent payables for purchased services and advances amounting to RMB9.4 million. On September 29, 2023, the Company entered into share purchase agreements with Dogotix and its shareholders, which include a wholly-owned company of Mr.
Removed
He represent (i) the receivables for operation support service amounting to RMB15.8 million to the companies controlled by Mr. He and (ii) the receivables for operation support service and the prepayment for fixed assets amounting to RMB15.4 million and RMB1.6 million, respectively, to the companies significantly influenced by Mr. He. As of December 31, 2022, amounts due from Mr.
Added
Expenses of Registration We will pay all expenses incurred in connection with any required registration, piggyback registration or Form F-3 registration, including, among others, registration and filing fees, compliance fees, listing fees, printing expenses, fees and disbursements of counsel and independent public accountants of our company, fees and disbursements of the underwriters, but excluding underwriting discounts and commissions and share transfer taxes.

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