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What changed in XPENG INC.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of XPENG INC.'s 2024 and 2025 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 2025 report.

+881 added−846 removedSource: 20-F (2026-04-16) vs 20-F (2025-04-16)

Top changes in XPENG INC.'s 2025 20-F

881 paragraphs added · 846 removed · 726 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

391 edited+70 added−43 removed563 unchanged
Biggest changeIf 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.
Biggest changeIf 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.
For details of such contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Agreements with the VIEs and Their Shareholders.” As a result of these contractual arrangements, we maintain a controlling financial interest as the primary beneficiary of the Group VIEs for accounting purposes (as defined in US GAAP, ASC 810).
For details of such contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Agreements with the Group VIEs and Their Shareholders.” As a result of these contractual arrangements, we maintain a controlling financial interest as the primary beneficiary of the Group VIEs for accounting purposes (as defined in US GAAP, ASC 810).
Among other things, the HFCA Act provides if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB, for two consecutive years, the SEC shall prohibit our securities from being traded on a national securities exchange or in the over the counter trading market in the U.S.
Among other things, the HFCA Act provides that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB, for two consecutive years, the SEC shall prohibit our securities from being traded on a national securities exchange or in the over the counter trading market in the U.S.
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.
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. -12- Table of Contents • 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.
Our Smart EVs directly compete with (i) other EVs, including pure play EVs, and NEVs, which include plug-in hybrid electric vehicles, hybrid electric vehicles and fuel cell electric vehicles, especially those targeting the mid- to high-end segment, and (ii) ICE vehicles in the mid- to high-end segment offered by traditional OEMs.
Our Smart EVs and NEVs directly compete with (i) other EVs, including pure play EVs, and NEVs, which include plug-in hybrid electric vehicles, hybrid electric vehicles and fuel cell electric vehicles, especially those targeting the mid- to high-end segment, and (ii) ICE vehicles in the mid- to high-end segment offered by traditional OEMs.
There can be no assurance that our efforts seeking design wins for the processing hardware will succeed. Despite of our successful tape-out of the processing hardware with foundry supplier in August 2024, we may not be able to complete the development of the processing hardware or ramp up its production in a cost-efficient manner, or at all.
There can be no assurance that our efforts seeking design wins for the processing hardware will succeed. Despite our successful tape-out of the processing hardware with foundry supplier in August 2024, we may not be able to complete the development of the processing hardware or ramp up its production in a cost-efficient manner, or at all.
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.
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; -22- Table of Contents • 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; • 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.
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.
There can be no assurance that the United States or other countries will not impose more stringent export controls that may prohibit or restrict our ability to, directly or indirectly, source semiconductor and other components and raw materials, or otherwise affect our business.
There can be no assurance that the United States or other countries will not impose more stringent export controls that may prohibit or restrict our ability to, directly or indirectly, source semiconductor and other components and raw materials, or otherwise affect our business.
On October 29, 2024, the European Commission concluded its EU Subsidy Probe by imposing definitive countervailing duties on imports of EVs from China for a period of five years, according to which, other than certain sampled Chinese EV companies, the cooperating companies including us will be subject to an additional tariff of 20.7% on top of the existing tariff, while the non-cooperating companies will be subject to a an additional tariff of 35.3%.
On October 29, 2024, the European Commission concluded its EU Subsidy Probe by imposing definitive countervailing duties on imports of EVs from China for a period of five years, according to which, other than certain sampled Chinese EV companies, the cooperating companies including us will be subject to an additional tariff of 20.7% on top of the existing tariff, while the non-cooperating companies will be subject to an additional tariff of 35.3%.
There can be no assurance that the United States or other countries will not impose more stringent export controls that may prohibit or restrict our ability to, directly or indirectly, source semiconductor and other components and raw materials, or otherwise affect our business.
There can be no assurance that the United States or other countries will not impose more stringent export controls that may prohibit or restrict our ability to, directly or indirectly, source semiconductor and other components and raw materials, or otherwise affect our business.
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 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.
Under the HFCA Act and the rules issued by the SEC and the PCAOB thereunder, if we have retained a registered public accounting firm to issue an audit report where the registered public accounting firm has a branch or office that is located in a foreign jurisdiction and the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, the SEC will identify us as a “covered issuer”, or SEC-identified issuer, shortly after we file with the SEC a report required under the Securities Exchange Act of 1934, or the Exchange Act (such as our annual report on Form 20-F) that includes an audit report issued by such accounting firm; and if we were to be identified as an SEC-identified issuer for two consecutive years, the SEC would prohibit our securities (including our shares or ADSs) from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Under the HFCA Act and the rules issued by the SEC and the PCAOB thereunder, if we have retained a registered public accounting firm to issue an audit report where the registered public accounting firm has a branch or office that is located in a foreign jurisdiction and the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, the SEC will identify us as a “covered issuer”, or an SEC-identified issuer, shortly after we file with the SEC a report required under the Securities Exchange Act of 1934, or the Exchange Act (such as our annual report on Form 20-F) that includes an audit report issued by such accounting firm; and if we were to be identified as an SEC-identified issuer for two consecutive years, the SEC would prohibit our securities (including our shares or ADSs) from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
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.
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.
Risks Relating to Our Corporate Structure Revenue contributions from the Group VIEs have not been and are not expected in the foreseeable future to be material.
Risks Relating to Our Corporate Structure Revenue contributions from the Group VIEs have not been and are not expected in the foreseeable future to be material.
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.
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.
Risks Factors—Risks Relating to Doing Business in China—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.” Restrictions on Transfer of Funds XPeng Inc. is a holding company with no material operations of its own.
Risk Factors—Risks Relating to Doing Business in China—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.” Restrictions on Transfer of Funds XPeng Inc. is a holding company with no material operations of its own.
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. • Our contractual arrangements with the Group VIEs may result in adverse tax consequences to us. • If we exercise the option to acquire equity ownership of the Group VIEs, the ownership transfer may subject us to certain limitations and substantial costs. • The affiliate shareholders of the Group VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
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. • Our contractual arrangements with the Group VIEs may result in adverse tax consequences to us. • If we exercise the option to acquire equity ownership of the Group VIEs, the ownership transfer may subject us to certain limitations and substantial costs. • 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.
While we have put in place various safeguards to address the risk of unauthorized third-party information being introduced into our systems or used in our operations, and based on internal investigation, we are confident that neither of these two former employees introduced or used any external confidential information in our systems or business operations, we had to spend significant amount of time and efforts to handle these matters and answer related inquiries.
While we have put in place various safeguards to address the risk of unauthorized third-party information being introduced into our systems or used in our operations, and based on internal investigation, we are confident that neither of these two former employees introduced or used any external confidential information in our systems or business operations, we had to spend significant time and efforts to handle these matters and answer related inquiries.
In addition, while the PCAOB announced in December 2022 that it secured complete access to inspect and investigate registered public accounting firms headquartered in China and 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, we cannot assure you that the PCAOB will continue to have such access in the future.
In addition, while the PCAOB announced in December 2022 that it secured complete access to inspect and investigate registered public accounting firms headquartered in China and vacated its December 16, 2021 determination and removed Chinese Mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms, we cannot assure you that the PCAOB will continue to have such access in the future.
While our batteries are built with robust safety features and strong thermal management capabilities, there can be no assurance that our batteries will always function safely. If any safety accident occurs to any of our Smart EVs’ battery pack, we could be subject to lawsuits, product recalls or redesign efforts, all of which would be time consuming and expensive.
While our batteries are built with robust safety features and strong thermal management capabilities, there can be no assurance that our batteries will always function safely. If any safety accident occurs to any of our Smart EVs’ and NEVs’ battery pack, we could be subject to lawsuits, product recalls or redesign efforts, all of which would be time-consuming and expensive.
Although he PCAOB Board voted in December 2022 to vacate its previous determination following the Statement of Protocol signed between the PCAOB and the CSRC and the MOF in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong, we cannot assure you that the PCAOB will always have complete access to inspect and investigate the four PRC-based accounting firms.
Although the PCAOB Board voted in December 2022 to vacate its previous determination following the Statement of Protocol signed between the PCAOB and the CSRC and the MOF in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong, we cannot assure you that the PCAOB will always have complete access to inspect and investigate the four PRC-based accounting firms.
If the auditors of our audit report in this annual report independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on the Group’s consolidated financial statements, the Group’s consolidated financial statements could be determined not to be in compliance with the requirements of the Exchange Act.
If the auditors of our audit report in this annual report as an independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on the Group’s consolidated financial statements, the Group’s consolidated financial statements could be determined not to be in compliance with the requirements of the Exchange Act.
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.
Any failure to timely find alternative component sources may materially delay delivery of our Smart EVs and NEVs, 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.
In addition, because our Smart EVs are based on a different technology platform than traditional ICE vehicles, individuals with sufficient training in Smart EVs may not be available to hire, and we will need to expend significant time and expense training the employees we hire. We also require sufficient talent in areas such as software development.
In addition, because our Smart EVs and NEVs are based on a different technology platform than traditional ICE vehicles, individuals with sufficient training in Smart EVs and NEVs may not be available to hire, and we will need to expend significant time and expense training the employees we hire. We also require sufficient talent in areas such as software development.
In addition, we may not be able to successfully ramp and maintain its operation. We must also maintain good working relationships with Wuhan ETDZ Committee throughout the term of our cooperation. In addition, upon the commencement of operations of the new manufacturing base in Wuhan, our depreciation expenses will increase, which could adversely affect our results of operations.
In addition, we may not be able to successfully ramp up and maintain its operation. We must also maintain good working relationships with Wuhan ETDZ Committee throughout the term of our cooperation. In addition, upon the commencement of operations of the new manufacturing base in Wuhan, our depreciation expenses will increase, which could adversely affect our results of operations.
Our industry is characterized by high demand and intense competition for talent, in particular with respect to qualified talents in the areas of Smart EVs and ADAS technologies, and therefore we cannot assure you that we will be able to attract or retain qualified staff or other highly skilled employees.
Our industry is characterized by high demand and intense competition for talent, in particular with respect to qualified talents in the areas of Smart EVs and NEVs and ADAS technologies, and therefore we cannot assure you that we will be able to attract or retain qualified staff or other highly skilled employees.
They may also offer vehicles or services at more competitive prices, which would have an adverse impact on our sales and profitability. We have witnessed increasing price competition in the Smart EV industry in recent years, which imposed downward pressure on the sale prices of our products and our gross margin.
They may also offer vehicles or services at more competitive prices, which would have an adverse impact on our sales and profitability. We have witnessed increasing price competition in the Smart EV and NEV industry in recent years, which imposed downward pressure on the sale prices of our products and our gross margin.
There can be no assurance that we will be able to equip our Smart EVs with the latest technologies. Even if we are able to keep pace with changes in technologies and develop new models, our prior models could become obsolete more quickly than expected, potentially reducing our return on investment.
There can be no assurance that we will be able to equip our Smart EVs and NEVs with the latest technologies. Even if we are able to keep pace with changes in technologies and develop new models, our prior models could become obsolete more quickly than expected, potentially reducing our return on investment.
Our ability to become profitable in the future will not only depend on our efforts to sell our Smart EVs and services but also to control our costs. If we are unable to adequately control the costs associated with the Group’s operations, we may continue to experience losses and negative cash flows from operating activities in the future.
Our ability to become profitable in the future will not only depend on our efforts to sell our Smart EVs and NEVs and services but also to control our costs. If we are unable to adequately control the costs associated with the Group’s operations, we may continue to experience losses and negative cash flows from operating activities in the future.
Battery deterioration and the related decrease in range may negatively influence potential customer decisions whether to purchase our Smart EVs, which may adversely affect our ability to market and sell our Smart EVs. There can be no assurance that we will be able to continue to improve cycle performance of our battery packs in the future.
Battery deterioration and the related decrease in range may negatively influence potential customer decisions whether to purchase our Smart EVs and NEVs, which may adversely affect our ability to market and sell our Smart EVs and NEVs. There can be no assurance that we will be able to continue to improve cycle performance of our battery packs in the future.
We offer competitive warranty terms. We accrue a warranty reserve for the Smart EVs sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls when identified. We generally make warranty reserve by multiplying the expected unit costs for warranty services by the sales volume.
We offer competitive warranty terms. We accrue a warranty reserve for the Smart EVs and NEVs sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls when identified. We generally make warranty reserve by multiplying the expected unit costs for warranty services by the sales volume.
Demand for our Smart EVs may also be affected by factors directly impacting automobile price or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and components, cost of oil and gasoline and governmental regulations, including tariffs, import regulation and sales taxes.
Demand for our Smart EVs and NEVs may also be affected by factors directly impacting automobile price or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and components, cost of oil and gasoline and governmental regulations, including tariffs, import regulation and sales taxes.
Historically, automobile customers have come to expect a variety of vehicle models offered in an OEM’s product portfolio and new and improved vehicle models to be introduced frequently. In order to meet these expectations, we plan to continuously introduce new models to enrich our product portfolio, as well as introducing new versions of existing Smart EV models.
Historically, automobile customers have come to expect a variety of vehicle models offered in an OEM’s product portfolio and new and improved vehicle models to be introduced frequently. In order to meet these expectations, we plan to continuously introduce new models to enrich our product portfolio, as well as introducing new versions of existing Smart EV and NEV models.
Furthermore, in January 2025, the MOF, together with several other PRC government departments, jointly issued a Notice on Automobile Trade-in Policy in 2025, or the 2025 Trade-in Policy, which, among others, continued the subsidy standards under the adjusted 2024 Trade-in Policy and further expanded the range of old automobiles eligible for such trade-in subsidies in 2025.
In January 2025, the MOF, together with several other PRC government departments, jointly issued a Notice on Automobile Trade-in Policy in 2025, or the 2025 Trade-in Policy, which, among others, continued the subsidy standards under the adjusted 2024 Trade-in Policy and further expanded the range of old automobiles eligible for such trade-in subsidies in 2025.
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 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 and NEVs from competing products, and we have dedicated significant research and development efforts.
As we ramp up our production capacity and operations, we may also require significant capital to maintain our property, plant and equipment and such costs may be greater than anticipated. We expect that our level of capital expenditures will be significantly affected by user demand for our Smart EVs and services.
As we ramp up our production capacity and operations, we may also require significant capital to maintain our property, plant and equipment and such costs may be greater than anticipated. We expect that our level of capital expenditures will be significantly affected by user demand for our Smart EVs and NEVs and services.
There can be no assurance that our after-sale service arrangements will adequately address the service requirements of our customers to their satisfaction, or that we and our franchisees will have sufficient resources to meet these service requirements in a timely manner as the volume of Smart EVs we deliver increases.
There can be no assurance that our after-sale service arrangements will adequately address the service requirements of our customers to their satisfaction, or that we and our franchisees will have sufficient resources to meet these service requirements in a timely manner as the volume of Smart EVs and NEVs we deliver increases.
Although our Smart EV models currently for sale have received CCC certifications, we cannot assure you that each of our future Smart EV models will be able to receive such certifications. Furthermore, the government carries out the supervision and inspection of certified vehicles on a regular basis.
Although our Smart EV and NEV models currently for sale have received CCC certifications, we cannot assure you that each of our future Smart EV and NEV models will be able to receive such certifications. Furthermore, the government carries out the supervision and inspection of certified vehicles on a regular basis.
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.
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 and NEVs.
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.
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; -32- Table of Contents • 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.
We encourage reporting of potential vulnerabilities in the security of our Smart EVs, and we aim to remedy any reported and verified vulnerability. However, there can be no assurance that vulnerabilities will not be exploited in the future before they can be identified, or that our remediation efforts are or will be successful.
We encourage reporting of potential vulnerabilities in the security of our Smart EVs and NEVs, and we aim to remedy any reported and verified vulnerability. However, there can be no assurance that vulnerabilities will not be exploited in the future before they can be identified, or that our remediation efforts are or will be successful.
Our research and development efforts may not yield expected results. Technological innovation is critical to our success, and we strategically develop most of key technologies in-house, such as ADAS, intelligent operating system, powertrain and E/E architecture. We have been investing heavily on our research and development efforts.
Our research and development efforts may not yield expected results. Technological innovation is critical to our success, and we strategically develop most of key technologies in-house, such as ADAS, intelligent operating system, powertrain and E/E architecture. We have been investing heavily in our research and development efforts.
Promoting and positioning our brands will likely depend significantly on our ability to provide high quality Smart EVs and services, and we have limited experience in these areas. In addition, we expect that our ability to develop, maintain and strengthen our brands will depend heavily on the success of our sales and marketing efforts.
Promoting and positioning our brands will likely depend significantly on our ability to provide high quality Smart EVs and NEVs and services, and we have limited experience in these areas. In addition, we expect that our ability to develop, maintain and strengthen our brands will depend heavily on the success of our sales and marketing efforts.
Our industry is rapidly evolving and may be subject to unforeseen changes. Developments in alternative technologies or improvements in the ICE may materially and adversely affect the demand for our Smart EVs. We primarily operate in China’s EV market, which is rapidly evolving and may not develop as we anticipate.
Our industry is rapidly evolving and may be subject to unforeseen changes. Developments in alternative technologies or improvements in the ICE may materially and adversely affect the demand for our Smart EVs and NEVs. We primarily operate in China’s EV market, which is rapidly evolving and may not develop as we anticipate.
We have limited history in most aspects of our business operations, including designing, testing, manufacturing, marketing and selling our Smart EVs, as well as offering our services. We started production of our first mass-produced Smart EV, the G3, a compact SUV, in November 2018.
We have limited history in most aspects of our business operations, including designing, testing, manufacturing, marketing and selling our Smart EVs and NEVs, as well as offering our services. We started production of our first mass-produced Smart EV, the G3, a compact SUV, in November 2018.
Offline after-sale services are primarily carried out by franchised service stores. We and our franchisees have limited experience in servicing our Smart EVs. Servicing EV is different from servicing ICE vehicles and requires specialized skills, including high voltage training and servicing techniques.
Offline after-sale services are primarily carried out by franchised service stores. We and our franchisees have limited experience in servicing our Smart EVs and NEVs. Servicing EV is different from servicing ICE vehicles and requires specialized skills, including high voltage training and servicing techniques.
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.
For example, the operation of our Smart EVs and NEVs 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.
For example, some of our suppliers were unable to deliver sufficient components to us during the COVID-19 pandemic. Furthermore, qualifying alternative suppliers or developing our own replacements for certain highly customized components of our Smart EVs may be time consuming and costly.
For example, some of our suppliers were unable to deliver sufficient components to us during the COVID-19 pandemic. Furthermore, qualifying alternative suppliers or developing our own replacements for certain highly customized components of our Smart EVs and NEVs may be time-consuming and costly.
In the future, we may at various times, voluntarily or involuntarily, initiate a recall if any of our Smart EVs, including any systems or parts sourced from our suppliers, prove to be defective or noncompliant with applicable laws and regulations.
In the future, we may at various times, voluntarily or involuntarily, initiate a recall if any of our Smart EVs and NEVs, including any systems or parts sourced from our suppliers, prove to be defective or noncompliant with applicable laws and regulations.
However, manufacturing technology may evolve rapidly, and we may decide to update our manufacturing process with cutting-edge equipment more quickly than expected. Moreover, as our engineering and manufacturing expertise and efficiency increase, we may be able to manufacture our Smart EVs using less of our installed equipment.
However, manufacturing technology may evolve rapidly, and we may decide to update our manufacturing process with cutting-edge equipment more quickly than expected. Moreover, as our engineering and manufacturing expertise and efficiency increase, we may be able to manufacture our Smart EVs and NEVs using less of our installed equipment.
In April 2025, the President of the United States announced a 10% tariff on goods imported into the United States and higher country-specific tariffs, including for goods originating from China. China and the United States have each responded by imposing further tariffs on products imported form the other country and taking other measures.
In April 2025, the President of the United States announced a 10% tariff on goods imported into the United States and higher country-specific tariffs, including for goods originating from China. China and the United States have each responded by imposing further tariffs on products imported from the other country and taking other measures.
Business Overview—Regulations—Regulations on M&A Rules and Overseas Listings.” Any such regulatory oversight or control could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless.
Business Overview—Regulation—Regulations on M&A Rules and Overseas Listings.” Any such regulatory oversight or control could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless.
As technologies change, we plan to upgrade our existing models and introduce new models in order to provide Smart EVs with the latest technologies, including battery cells and semiconductors, which could involve substantial costs and lower our return on investment for existing models.
As technologies change, we plan to upgrade our existing models and introduce new models in order to provide Smart EVs and NEVs with the latest technologies, including battery cells and semiconductors, which could involve substantial costs and lower our return on investment for existing models.
Our Smart EVs’ battery packs make use of lithium cells. On rare occasions, lithium cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium cells.
Our Smart EVs’ and NEVs’ battery packs make use of lithium cells. On rare occasions, lithium cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium cells.
We may not generate sufficient revenues for a number of reasons, including lack of demand for our Smart EVs and services, increasing competition, challenging macro-economic environment, supply chain disruption, as well as other risks discussed herein.
We may not generate sufficient revenues for a number of reasons, including lack of demand for our Smart EVs and NEVs and services, increasing competition, challenging macro-economic environment, supply chain disruption, as well as other risks discussed herein.
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.
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 -41- Table of Contents • 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.
In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict the Group’s operations or our ability to pay dividends. • From time to time, we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results. • We have entered into collaborations, and may establish or seek collaborations, and we may not timely realize the benefits of such arrangements. • The unavailability, reduction or elimination of government and economic incentives or government policies that are favorable for new energy vehicles and domestically produced vehicles could materially and adversely affect our business, financial condition and results of operations. • Actual or alleged failure to comply with laws, regulations, rules, policies and other obligations regarding privacy, data protection, cybersecurity and information security could subject us to significant reputational, financial, legal and operational consequences.
In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict the Group’s operations or our ability to pay dividends. • From time to time, we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results. • We have entered into collaborations, and may establish or seek collaborations, and we may not timely realize the benefits of such arrangements. -11- Table of Contents • The unavailability, reduction or elimination of government and economic incentives or government policies that are favorable for new energy vehicles and domestically produced vehicles could materially and adversely affect our business, financial condition and results of operations. • Actual or alleged failure to comply with laws, regulations, rules, policies and other obligations regarding privacy, data protection, cybersecurity and information security could subject us to significant reputational, financial, legal and operational consequences.
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.
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 and NEV models.
These export controls and regulatory restrictions, as well as other similar regulatory restrictions that may be imposed from time to time, may adversely affect certain parts of our operations, including our efforts to further our ADAS and other smart systems and develop and utilize our processing hardware.
These export controls and regulatory restrictions, as well as other similar regulatory restrictions that may be imposed from time to time, may adversely affect certain parts of our operations, including our efforts to further our ADAS systems and develop and utilize our processing hardware.
Our financial results may vary significantly from period to period due to the seasonality of our business and fluctuations in our operating costs. Our operating results may vary significantly from period to period due to many factors, including seasonal factors that may have an effect on the demand for our Smart EVs.
Our financial results may vary significantly from period to period due to the seasonality of our business and fluctuations in our operating costs. Our operating results may vary significantly from period to period due to many factors, including seasonal factors that may have an effect on the demand for our Smart EVs and NEVs.
Our business has benefited from government subsidies, economic incentives and government policies that support the growth of new energy vehicles. For example, each qualified purchaser of our Smart EVs enjoys subsidies from China’s central government and certain local governments.
Our business has benefited from government subsidies, economic incentives and government policies that support the growth of new energy vehicles. For example, each qualified purchaser of our Smart EVs and NEVs enjoys subsidies from China’s central government and certain local governments.
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.
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 and NEVs.
Such unauthorized modifications could reduce the safety of our Smart EVs and any injuries resulting from such modifications could result in adverse publicity, which would negatively affect our brand and harm our business, prospects, financial condition and results of operations.
Such unauthorized modifications could reduce the safety of our Smart EVs and NEVs and any injuries resulting from such modifications could result in adverse publicity, which would negatively affect our brand and harm our business, prospects, financial condition and results of operations.
If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected. Our Smart EVs are highly technical products that require ongoing maintenance and support.
If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected. Our Smart EVs and NEVs are highly technical products that require ongoing maintenance and support.
If any of these incidents occur, customers may also lose confidence in our Smart EVs that incorporate components from the relevant suppliers, and our reputation, business and results of operations could be adversely affected.
If any of these incidents occur, customers may also lose confidence in our Smart EVs and NEVs that incorporate components from the relevant suppliers, and our reputation, business and results of operations could be adversely affected.
Any reduction or elimination of government subsidies and economic incentives because of policy changes, fiscal tightening or other factors may result in the diminished competitiveness of the EV industry generally or our Smart EVs in particular.
Any reduction or elimination of government subsidies and economic incentives because of policy changes, fiscal tightening or other factors may result in the diminished competitiveness of the EV industry generally or our Smart EVs and NEVs in particular.
In addition, from time to time, our Smart EVs are evaluated and reviewed by third parties. Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our Smart EVs.
In addition, from time to time, our Smart EVs and NEVs are evaluated and reviewed by third parties. Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our Smart EVs and NEVs.
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.
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 mainly manufacture our vehicles at our plants in Zhaoqing and Guangzhou.
For example, a customer’s use of his or her Smart EV as well as the frequency with which the battery is charged can result in additional deterioration of the battery’s ability to hold a charge.
For example, a customer’s use of his or her Smart EV or NEV as well as the frequency with which the battery is charged can result in additional deterioration of the battery’s ability to hold a charge.
We rely on a combination of patents, trademarks, copyrights, trade secrets and confidentiality agreements to protect our proprietary rights. We rely on trademark and patent law, trade secret protection and confidentiality and license agreements with our employees and others to protect our intellectual proprietary rights.
We rely on a combination of patents, trademarks, copyrights, trade secrets and confidentiality agreements to protect our proprietary rights. We rely on trademark and patent law, trade secret protection and confidentiality and license agreements with our employees and others to protect our intellectual property rights.
Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including: • revoking our relevant business and operating licenses; • levying fines on us; • confiscating any of our income that they deem to be obtained through illegal operations; • shutting down our relevant services; • discontinuing or restricting the Group’s operations in China; • imposing conditions or requirements with which we may not be able to comply; • requiring us to change our corporate structure and contractual arrangements; • restricting or prohibiting our use of the proceeds from overseas offering to finance the Group VIEs’ business and operations; and • taking other regulatory or enforcement actions that could be harmful to our business.
Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including: • revoking our relevant business and operating licenses; • levying fines on us; • confiscating any of our income that they deem to be obtained through illegal operations; • shutting down our relevant services; • discontinuing or restricting the Group’s operations in China; -61- Table of Contents • imposing conditions or requirements with which we may not be able to comply; • requiring us to change our corporate structure and contractual arrangements; • restricting or prohibiting our use of the proceeds from overseas offering to finance the Group VIEs’ business and operations; and • taking other regulatory or enforcement actions that could be harmful to our business.
Although we attempt to remedy any issues we observe in our Smart EVs as effectively and rapidly as possible, such efforts may not be timely or may not be to the satisfaction of our customers.
Although we attempt to remedy any issues we observe in our Smart EVs and NEVs as effectively and rapidly as possible, such efforts may not be timely or may not be to the satisfaction of our customers.
The automotive industry has experienced in recent years, and may continue to experience or experience in the future, a global shortage in the supply of semiconductors. Since October 2020, the supply of semiconductors used for automotive production has been subject to a global shortage.
The automotive industry has experienced in recent years, and may continue to experience in the future, a global shortage in the supply of semiconductors. Since October 2020, the supply of semiconductors used for automotive production has been subject to a global shortage.
Any problems or delays in maintaining operations and expanding the capacity of our Zhaoqing plant and Guangzhou plant or the establishment of new manufacturing base in Wuhan could negatively affect the production of our Smart EVs.
Any problems or delays in maintaining operations and expanding the capacity of our Zhaoqing plant and Guangzhou plant or the establishment of new manufacturing base in Wuhan could negatively affect the production of our Smart EVs and NEVs.
We have successively launched and delivered a number of vehicle models and their variants, and as of the date of this annual report, our product offering included the P7i, the G9, the G6, the X9, the MONA M03 and the P7+. -13- Table of Contents You should consider our business and prospects in light of the risks and challenges we face as a new entrant into our industry, including, among other things, with respect to our ability to: • design and produce safe, reliable and quality vehicles on an ongoing basis; • build a well-recognized and respected brand; • expand our customer base; • properly price our products and services; • advance our technological capabilities in key areas, such as ADAS, intelligent operating system, electric powertrain and E/E architecture; • successfully market our Smart EVs and our services, including our ADAS and various value-added services, such as insurance agency service, automotive loan referral and charging solutions; • improve operating efficiency and economies of scale; • operate our manufacturing plant in a safe and cost-efficient manner; • attract, retain and motivate our employees; • anticipate and adapt to changing market conditions, including changes in consumer preferences and competitive landscape; and • navigate a complex and evolving regulatory environment.
We have successively launched and delivered a number of vehicle models and their variants, and as of the date of this annual report, our product offering included the MONA M03, the Next P7, the P7+ (including the P7+ EREV), the G6 (including the G6 EREV), the G7 (including the G7 EREV), the G9, the X9 (including the X9 EREV). -13- Table of Contents You should consider our business and prospects in light of the risks and challenges we face as a new entrant into our industry, including, among other things, with respect to our ability to: • design and produce safe, reliable and quality vehicles on an ongoing basis; • build a well-recognized and respected brand; • expand our customer base; • properly price our products and services; • advance our technological capabilities in key areas, such as ADAS, intelligent operating system, electric powertrain and E/E architecture; • successfully market our Smart EVs and NEVs and our services, including our ADAS and various value-added services, such as insurance agency service, automotive loan referral and charging solutions; • improve operating efficiency and economies of scale; • operate our manufacturing plant in a safe and cost-efficient manner; • attract, retain and motivate our employees; • anticipate and adapt to changing market conditions, including changes in consumer preferences and competitive landscape; and • navigate a complex and evolving regulatory environment.
However, We cannot predict whether such governmental subsidies will be available or reduced in the future. Any expiration, reduction and elimination of such subsidies may diminish consumers’ demand for our smart EVs, which could further adversely affect our revenues and results of operations. Furthermore, we have received subsidies from certain local governments in relation to our Smart EV manufacturing bases.
However, we cannot predict whether such governmental subsidies will be available or reduced in the future. Any expiration, reduction and elimination of such subsidies may diminish consumers’ demand for our Smart EVs and NEVs, which could further adversely affect our revenues and results of operations. Furthermore, we have received subsidies from certain local governments in relation to our manufacturing bases.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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.
Biggest changeWe are building a rapidly expanding, diversified portfolio of attractive Smart EV and NEV models to capture the growing demand for Smart EVs and NEVs and appeal to the differentiated needs of a broad customer base. • 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. • In July 2025, we launched the G7 and started delivery during the same month. • In August 2025, we launched the Next P7 and started delivery during the same month. • In November 2025, we launched the X9 EREV and started delivery during the same month. • In January 2026, we upgraded the P7+, the G6 and the G9 to their respective 2026 versions, and launched the EREV versions of the G7 and the P7+. • In March 2026, we launched the EREV version of the G6 and started delivery during the same month. • In April 2026, we upgraded the MONA M03 to its latest 2026 Edition and started the presale of GX.
On January 5, 2025, we and the Volkswagen Group China announced a Memorandum of Understanding (MOU) to jointly build charging networks in China. Over 20,000 charging piles operated by both parties across 420 cities in China will be accessible to customers of both us and Volkswagen Group China.
On January 5, 2025, we and the Volkswagen Group China announced a Memorandum of Understanding (MOU) to jointly build charging networks in China. Over 20,000 charging piles operated by both parties across 420 cities in China will be accessible to customers of both us and Volkswagen Group China.
Regulations on M&A Rules and Overseas Listings On August 8, 2006, six PRC regulatory agencies, including the CSRC, or the CSRC, adopted the Regulations on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009.
Regulations on M&A Rules and Overseas Listings On August 8, 2006, six PRC regulatory agencies, including the CSRC, adopted the Regulations on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009.
Zhaoqing Xiaopeng New Energy holds an Enterprise Investment Project Filing Certificate of Guangdong Province for the Zhaoqing plant and has been listed in Announcement of the Vehicle Manufacturers and Products issued by the MIIT, which enables it to be a qualified manufacturer of EVs.
Zhaoqing Xiaopeng New Energy holds an Enterprise Investment Project Filing Certificate of Guangdong Province for the Zhaoqing plant and has been listed in the Announcement of the Vehicle Manufacturers and Products issued by the MIIT, which enables it to be a qualified manufacturer of EVs.
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.
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; 116 Table of Contents (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.
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.
Pursuant to the Yidian Smart Mobility 2024 Power of Attorney, the current individual shareholder of Yidian Smart Mobility has irrevocably undertaken to appoint Xiaopeng Smart Mobility 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 Smart Mobility during the term of the Yidian Smart Mobility 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 Smart Mobility according to the articles of association of Yidian Smart Mobility, including but not limited to, the rights to (i) convene and participate in shareholders’ meeting pursuant to the articles of Yidian Smart Mobility in the capacity of a proxy of the current individual shareholder of Yidian Smart Mobility; (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 Smart Mobility to be appointed by the shareholders, dispose the company assets, amend the articles of Yidian Smart Mobility and exercise the rights of the current individual shareholder in the event of liquidation of Yidian Smart Mobility; (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 Smart Mobility, 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 Smart Mobility by the current individual shareholder in accordance with the Yidian Smart Mobility 2024 Exclusive Option Agreement, assets transfer, capital reduction or capital increase in Yidian Smart Mobility; and (vi) to instruct the directors and senior officers to act in accordance with the instruction of Xiaopeng Smart Mobility and its designated persons.
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, and choose suppliers based on a variety of factors, such as technological expertise, product quality, manufacturing capacity, price and market reputation.
Suppliers may fail to deliver necessary components of our Smart EVs and NEVs according to our schedule and at prices, quality levels and volumes acceptable to us.” We procure components from both domestic suppliers and global suppliers, and choose suppliers based on a variety of factors, such as technological expertise, product quality, manufacturing capacity, price and market reputation.
In these districts, restrictions on foreign equity ratios will be removed for internet data centers, content delivery networks, internet service providers, online data processing and transaction processing service, information releasing platforms and delivery services included in information services (excluding the operation of internet news information, online publishing, online audio and video, and internet culture), as well as information protection and processing services. -95- Table of Contents Regulation Related to Financing Lease According to the Administrative Measures of Supervision on Financing Lease Enterprises formulated by the MOFCOM and effective on October 1, 2013, financing lease enterprises shall use lease properties with clear ownership and capable of generating revenue to carry out the financing lease business and shall report the relevant data in a timely and truthful manner through the National Financing Lease Company Management Information System.
In these districts, restrictions on foreign equity ratios will be removed for internet data centers, content delivery networks, internet service providers, online data processing and transaction processing service, information releasing platforms and delivery services included in information services (excluding the operation of internet news information, online publishing, online audio and video, and internet culture), as well as information protection and processing services. -96- Table of Contents Regulation Related to Financing Lease According to the Administrative Measures of Supervision on Financing Lease Enterprises formulated by the MOFCOM and effective on October 1, 2013, financing lease enterprises shall use lease properties with clear ownership and capable of generating revenue to carry out the financing lease business and shall report the relevant data in a timely and truthful manner through the National Financing Lease Company Management Information System.
According to these new laws and regulations and the draft laws and regulations, if enacted in their current forms, in connection with our future offshore offering activities, we may be required to fulfill filing, reporting procedures with or obtain approval from the CSRC, and may be required to go through cybersecurity review by the PRC authorities.
According to these new laws and regulations, if enacted in their current forms, in connection with our future offshore offering activities, we may be required to fulfill filing, reporting procedures with or obtain approval from the CSRC, and may be required to go through cybersecurity review by the PRC authorities.
In addition, we also collect vehicle data of our Smart EVs, including, among others, vehicle condition, location information, assisted driving information, charging status, maintenance status, as well as information of the in-car infotainment system, such as information relating to smart voice assistant, smart navigation, music, data traffic and third-party apps.
In addition, we also collect vehicle data of our Smart EVs and NEVs, including, among others, vehicle condition, location information, assisted driving information, charging status, maintenance status, as well as information of the in-car infotainment system, such as information relating to smart voice assistant, smart navigation, music, data traffic and third-party apps.
We believe that our competitive advantage over existing and potential competitors lies in our innovative product offerings localized for consumers in China, ability to offer a great-to-drive and great-to-be-driven experience, robust software and hardware technologies, scalable and efficient platforms and our winning Smart EV team.
We believe that our competitive advantage over existing and potential competitors lies in our innovative product offerings localized for consumers in China, ability to offer a great-to-drive and great-to-be-driven experience, robust software and hardware technologies, scalable and efficient platforms and our winning Smart EV and NEV team.
The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks, as most recently amended on January 30, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and Internet service providers. -99- Table of Contents Trademark Registered trademarks are protected under the PRC Trademark Law, which was adopted by the SCNPC in 1982 and most recently amended in 2019, as well as the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 2002 and most recently amended in 2014 and other related rules and regulations.
The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks, as most recently amended on January 30, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and Internet service providers. -100- Table of Contents Trademark Registered trademarks are protected under the PRC Trademark Law, which was adopted by the SCNPC in 1982 and most recently amended in 2019, as well as the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 2002 and most recently amended in 2014 and other related rules and regulations.
The users must purchase vehicular insurance, apply for registration, monitor the operation of the vehicle, and ensure that the vehicle is used safely. If the intelligent connected vehicle will be used to provide transportation services as part of the pilot, the requisite operational licenses license must also be obtained.
The users must purchase vehicular insurance, apply for registration, monitor the operation of the vehicle, and ensure that the vehicle is used safely. If the intelligent connected vehicle will be used to provide transportation services as part of the pilot, the requisite operational licenses must also be obtained.
Failure to comply with the consumer protection requirements could subject the business operators to administrative penalties including warning, confiscation of illegal income, imposition of fines, an order to cease business operations, revocation of business licenses, as well as potential civil or criminal liabilities. -93- Table of Contents Regulations Relating to Autonomous Driving The MIIT, the Ministry of Public Security and the Ministry of Transport issued the Administrative Norms for Road Testing and Demonstrative Application of Intelligent Connected Vehicles (Trial Implementation) on July 27, 2021, which took effect from September 1, 2021.
Failure to comply with the consumer protection requirements could subject the business operators to administrative penalties including warning, confiscation of illegal income, imposition of fines, an order to cease business operations, revocation of business licenses, as well as potential civil or criminal liabilities. -94- Table of Contents Regulations Relating to Autonomous Driving The MIIT, the Ministry of Public Security and the Ministry of Transport issued the Administrative Norms for Road Testing and Demonstrative Application of Intelligent Connected Vehicles (Trial Implementation) on July 27, 2021, which took effect from September 1, 2021.
Manufacturing Our manufacturing philosophy centers on quality, continuous improvement, flexibility and high operating efficiency. We take a lean production approach, with the aim of continuous optimization in operating efficiency and product quality. We currently manufacture our vehicles at our own Zhaoqing and Guangzhou plants.
Manufacturing Our manufacturing philosophy centers on quality, continuous improvement, flexibility and high operating efficiency. We take a lean production approach, with the aim of continuous optimization in operating efficiency and product quality. We currently mainly manufacture our vehicles at our own Zhaoqing and Guangzhou plants.
The revised PRC Company Law took into effect in July 2024. Among other things, the law stipulates that the subscribed capital contributions in a limited liability company must be fully paid by the shareholders within five years of the incorporation date of such company.
The revised PRC Company Law took effect in July 2024. Among other things, the law stipulates that the subscribed capital contributions in a limited liability company must be fully paid by the shareholders within five years of the incorporation date of such company.
In addition, SAFE Circular 37 provides that PRC residents who participate in a share incentive plan of an overseas unlisted special purpose company may register with SAFE or its local branches before exercising rights. -102- Table of Contents Regulation Related to Tax Enterprise Income Tax Under the Enterprise Income Tax Law of the PRC, or the EIT Law, which became effective on January 1, 2008 and was most recently amended on December 29, 2018, and its implementing rules, enterprises are classified as resident enterprises and non-resident enterprises.
In addition, SAFE Circular 37 provides that PRC residents who participate in a share incentive plan of an overseas unlisted special purpose company may register with SAFE or its local branches before exercising rights. -103- Table of Contents Regulation Related to Tax Enterprise Income Tax Under the Enterprise Income Tax Law of the PRC, or the EIT Law, which became effective on January 1, 2008 and was most recently amended on December 29, 2018, and its implementing rules, enterprises are classified as resident enterprises and non-resident enterprises.
In addition, the notice implements requirements for the storage of geoinformation data and cross-border transfer of such data, strengthens the regulation of geoinformation security, and encourages the exploration of geographic information security applications. -94- Table of Contents Regulation Related to Value-Added Telecommunications Services Among all of the applicable laws and regulations, the PRC Telecommunications Regulations, or the Telecom Regulations, promulgated by the PRC State Council on September 25, 2000 and most recently amended on February 6, 2016, is the primary governing law, and sets out the general framework for the provision of telecommunications services by domestic PRC companies.
In addition, the notice implements requirements for the storage of geoinformation data and cross-border transfer of such data, strengthens the regulation of geoinformation security, and encourages the exploration of geographic information security applications. -95- Table of Contents Regulation Related to Value-Added Telecommunications Services Among all of the applicable laws and regulations, the PRC Telecommunications Regulations, or the Telecom Regulations, promulgated by the PRC State Council on September 25, 2000 and most recently amended on February 6, 2016, is the primary governing law, and sets out the general framework for the provision of telecommunications services by domestic PRC companies.
For violations of these provisions or measures, the competent Chinese authorities may impose administrative regulatory measures, such as orders for correction, warnings, fines, and may pursue legal liability in accordance with law. -104- Table of Contents Furthermore, on February 24, 2023, the CSRC, together with certain other PRC governmental authorities, promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (“Revised Confidentiality and Archives Administration Provisions”), which came into effect on March 31, 2023.
For violations of these provisions or measures, the competent Chinese authorities may impose administrative regulatory measures, such as orders for correction, warnings, fines, and may pursue legal liability in accordance with law. -105- Table of Contents Furthermore, on February 24, 2023, the CSRC, together with certain other PRC governmental authorities, promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (“Revised Confidentiality and Archives Administration Provisions”), which came into effect on March 31, 2023.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5% upon receiving approval from the in-charge tax authority.
Pursuant to the Arrangement between the Chinese Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5% upon receiving approval from the in-charge tax authority.
Offline services are available at our service centers and cover repairs and maintenance for our Smart EVs. We also provide online after-sales services, which are enabled by our cloud capabilities and high-speed connectivity of our Smart EVs.
Offline services are available at our service centers and cover repairs and maintenance for our Smart EVs and NEVs. We also provide online after-sales services, which are enabled by our cloud capabilities and high-speed connectivity of our Smart EVs and NEVs.
Exclusive Option Agreement Pursuant to the exclusive option agreement executed in January 2024, the GIIA Shareholder has irrevocably granted Xiaopeng Motor Sales an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in GIIA then held by the GIIA Shareholder, and the assets of GIIA, once or at multiple times at any time in part or in whole at Xiaopeng Motor Sales’ sole and absolute discretion to the extent permitted by PRC law.
Exclusive Option Agreement Pursuant to the exclusive option agreement executed in January 2024, the GIIA Shareholder has irrevocably granted Xiaopeng Motors Sales an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in GIIA then held by the GIIA Shareholder, and the assets of GIIA, once or at multiple times at any time in part or in whole at Xiaopeng Motors Sales’ sole and absolute discretion to the extent permitted by PRC law.
We have entered into a series of contractual arrangements with each of Zhipeng IoV, Yidian Chuxing, Xintu Technology and GIIA, each a Group VIE, and its respective affiliate shareholders, as described in more details below, including (i) power of attorney agreements, equity interest pledge agreements and loan agreements, which provide us with effective control over such Group VIEs; (ii) exclusive service agreements, which allow us to receive substantially all of the economic benefits from such Group VIEs; and (iii) exclusive option agreements, which provide us with exclusive options to purchase all or part of the equity interests in or all or part of the assets of or inject registered capital into such Group VIEs when and to the extent permitted by PRC law.
We have entered into a series of contractual arrangements with each of Zhipeng IoV, Yidian Smart Mobility, Xintu Technology and GIIA, each a Group VIE, and its respective affiliate shareholders, as described in more details below, including (i) power of attorney agreements, equity interest pledge agreements and loan agreements, which provide us with effective control over such Group VIEs; (ii) exclusive service agreements, which allow us to receive substantially all of the economic benefits from such Group VIEs; and (iii) exclusive option agreements, which provide us with exclusive options to purchase all or part of the equity interests in or all or part of the assets of or inject registered capital into such Group VIEs when and to the extent permitted by PRC law.
The qualified banks, under the supervision of SAFE, may directly review the applications, conduct the registration and perform statistical monitoring and reporting responsibilities. -100- Table of Contents In March 2015, SAFE promulgated the Circular of the SAFE on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide.
The qualified banks, under the supervision of SAFE, may directly review the applications, conduct the registration and perform statistical monitoring and reporting responsibilities. -101- Table of Contents In March 2015, SAFE promulgated the Circular of the SAFE on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide.
We design our Smart EVs to satisfy the needs and preferences of middle-class consumers in China. Primarily priced in the mid- to high-end segment, our Smart EVs offer customers a great-to-drive and great-to-be-driven experience, as well as compelling value proposition. P7 and P7i Our second mass-produced Smart EV, the P7, is a four-door sports sedan.
We design our Smart EVs and NEVs to satisfy the needs and preferences of middle-class consumers in China. Primarily priced in the mid- to high-end segment, our Smart EVs and NEVs offer customers a great-to-drive and great-to-be-driven experience, as well as compelling value proposition. P7 Our second mass-produced Smart EV, the P7, is a four-door sports sedan.
Information on the Company—Business Overview—Regulations—Regulations on M&A Rules and Overseas Listings” and “Item 4. Information on the Company—Business Overview—Regulations—Regulation Related to Internet Security and Privacy Protection”.
Information on the Company—B. Business Overview—Regulation—Regulations on M&A Rules and Overseas Listings” and “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation Related to Internet Security and Privacy Protection”.
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.
Further, pursuant to the Yidian Smart Mobility 2024 Exclusive Option Agreement, Yidian Smart Mobility 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 Smart Mobility, 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 Smart Mobility shall not increase or reduce the registered capital of the Company, or cause the Company to merge with other entity; (3) Yidian Smart Mobility shall not dispose of any material assets (other than in its ordinary course of business); (4) Yidian Smart Mobility 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 Smart Mobility shall not distribute any distributable profit, bonus or dividend; (7) Yidian Smart Mobility 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; -114- Table of Contents (8) Yidian Smart Mobility shall not amend its articles; and (9) Yidian Smart Mobility 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.
Unless terminated in accordance with the provisions of the exclusive service agreement or terminated in writing by Xiaopeng Motor Sales, the exclusive service agreement shall remain effective for 20 years from January 31, 2024, and can be automatically renewed for one year every sequent year unless otherwise terminated by a written notice served by Xiaopeng Motor Sales.
Unless terminated in accordance with the provisions of the exclusive service agreement or terminated in writing by Xiaopeng Motors Sales, the exclusive service agreement shall remain effective for 20 years from January 31, 2024, and can be automatically renewed for one year every sequent year unless otherwise terminated by a written notice served by Xiaopeng Motors Sales.
We and DiDi simultaneously entered into the DiDi Strategic Cooperation Agreement to embark on cooperation in various areas, including the research and development of the new Smart EV model, operation of the Company’s Smart EV models on DiDi’s ride sharing platform, marketing, financial and insurance services, charging, Robotaxi and the joint development of international market.
We and DiDi simultaneously entered into the DiDi Strategic Cooperation Agreement to embark on cooperation in various areas, including the research and development of the new Smart EV model, operation of the Company’s Smart EV models on DiDi’s ride sharing platform, marketing, financial and insurance services, charging, Robotaxi and the joint development of international markets.
On December 29, 2016, the MOF, the MOST, the MIIT and NDRC jointly promulgated the Circular on Adjusting the Subsidy Policies on Promotion and Application of New Energy Vehicles, or the Circular on Adjusting the NEV Subsidy Policies, which became effect on January 1, 2017, to enhance the technical requirements and adjust the subsidy criteria of qualified new energy vehicles in the Recommended NEV Catalogue.
On December 29, 2016, the MOF, the MOST, the MIIT and NDRC jointly promulgated the Circular on Adjusting the Subsidy Policies on Promotion and Application of New Energy Vehicles, or the Circular on Adjusting the NEV Subsidy Policies, which became effective on January 1, 2017, to enhance the technical requirements and adjust the subsidy criteria of qualified new energy vehicles in the Recommended NEV Catalogue.
Value-Added Tax Pursuant to the Provisional Regulations on Value-Added Tax of the PRC and its implementation regulations, unless otherwise stipulated by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchases can be offset against such output VAT.
Pursuant to the Value-Added Tax Law of the PRC and its implementation regulation, unless otherwise stipulated by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchases can be offset against such output VAT.
In the event of such breaches, upon giving written notice to the Pledgors, Xiaopeng Motor Sales may exercise the right to enforce the pledge to the extent permitted by PRC laws, which is being paid in priority with the equity interest of GIIA from the proceeds from auction or sale of the equity interest.
In the event of such breaches, upon giving written notice to the Pledgors, Xiaopeng Motors Sales may exercise the right to enforce the pledge to the extent permitted by PRC laws, which is being paid in priority with the equity interest of GIIA from the proceeds from auction or sale of the equity interest.
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.
Transfer of Equity Interest in Zhaoqing Xiaopeng New Energy Prior to January 2022, each of (i) Zhaoqing Xiaopeng Motors 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.
The non-compete restricted period typically expires within two years after the termination of employment, and we agree to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period. We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes causing material negative publicity.
The non-compete restricted period typically expires within two years after the termination of employment, and we agree to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period. -86- Table of Contents We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes causing material negative publicity.
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 for the services provided by Xiaopeng Motors Sales, GIIA shall pay Xiaopeng Motors Sales annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Motors Sales’ suggestion to the extent permitted by PRC law.
The Pledgors agree that, during the term of the equity interest pledge agreement, it 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 Motor Sales.
The Pledgors agree that, during the term of the equity interest pledge agreement, it 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 Motors Sales.
Based on our next-generation technology architecture, SEPA 2.0, the G6 is equipped with our powertrain system using 800V high-voltage SiC platform and features cutting-edge front and rear integrated aluminum body die-casting technology and Cell Integrated Body (CIB) battery-body integration technology. In March 2025, we upgraded the G6 to 2025 Edition.
Based on our next-generation technology architecture, SEPA 2.0, the G6 is equipped with our powertrain system using 800V high-voltage SiC platform and features cutting-edge front and rear integrated aluminum body die-casting technology and Cell Integrated Body (CIB) battery-body integration technology. In March 2025 and January 2026, we upgraded the G6 to 2025 Edition and 2026 Edition, respectively.
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.
Pursuant to the Yidian Smart Mobility 2024 Equity Interest Pledge Agreement, the current individual shareholder of Yidian Smart Mobility has pledged all of such shareholder’s equity interests in Yidian Smart Mobility as a security interest, as applicable, to guarantee Yidian Smart Mobility and its individual shareholder’s performance of their respective obligations under the relevant contractual arrangements, which include the Yidian Smart Mobility 2024 Exclusive Service Agreement, the Yidian Smart Mobility 2024 Exclusive Option Agreement, the Yidian Smart Mobility 2024 Power of Attorney, the Yidian Smart Mobility 2021 Loan Agreement and the Yidian Smart Mobility Loan Assignment Agreement.
During the term of loan agreement, Xiaopeng Motor Sales has the right, at its sole and absolute discretion, to accelerate maturity of loan at any time. Equity Interest Pledge Agreement Pursuant to the equity interest pledge agreement executed in January 2024, Mr.
During the term of loan agreement, Xiaopeng Motors Sales has the right, at its sole and absolute discretion, to accelerate maturity of loan at any time. Equity Interest Pledge Agreement Pursuant to the equity interest pledge agreement executed in January 2024, Mr.
This agreement will remain effective until all equity interests of GIIA held by the GIIA Shareholder and all of GIIA’s assets have been transferred or assigned to Xiaopeng Motor Sales or its designated entities or persons.
This agreement will remain effective until all equity interests of GIIA held by the GIIA Shareholder and all of GIIA’s assets have been transferred or assigned to Xiaopeng Motors Sales or its designated entities or persons.
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.” Regulation Related to Corporate Governance and Foreign Investment The establishment, operation and management of companies in China are mainly governed by the PRC Company Law, which was issued by the Standing Committee of the National People’s Congress and was last amended in December 2023.
Risk 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.” -88- Table of Contents Regulation Related to Corporate Governance and Foreign Investment The establishment, operation and management of companies in China are mainly governed by the PRC Company Law, which was issued by the Standing Committee of the National People’s Congress and was last amended in December 2023.
Under the PRC laws and regulations, (i) the provision of value-added telecommunication service in the PRC is generally 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 business in China through Xintu Technology and its subsidiary, which is 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.
Under the PRC laws and regulations, (i) the provision of value-added telecommunication service in the PRC is generally subject to foreign investment restrictions and license requirements, and therefore, we operate such business in China through Zhipeng IoV and Yidian Smart Mobility, which both operate 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 business in China through Xintu Technology and its subsidiary, which is 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.
The exclusive service agreement also provides that Xiaopeng Motor Sales has the exclusive proprietary rights in any and all intellectual property rights which are developed by GIIA at the request of Xiaopeng Motor Sales or are developed by the parties jointly.
The exclusive service agreement also provides that Xiaopeng Motors Sales has the exclusive proprietary rights in any and all intellectual property rights which are developed by GIIA at the request of Xiaopeng Motors Sales or are developed by the parties jointly.
Zheng has pledged all of his equity interest in Guangzhou Xuetao as a security interest to repay the loan provided by Xiaopeng Motor Sales and guarantee the performance of other obligations under the loan agreement.
Zheng has pledged all of his equity interest in Guangzhou Xuetao as a security interest to repay the loan provided by Xiaopeng Motors Sales and guarantee the performance of other obligations under the loan agreement.
Industries not listed in these two catalogues are generally deemed “permitted” for foreign investment unless specifically restricted by other PRC laws. According to the Implementing Rules, the registration of foreign-invested enterprises shall be handled by the State Administration for Market Regulation, or the SAMR, or its authorized local counterparts.
Industries not listed in these two catalogues are generally deemed “permitted” for foreign investment unless specifically restricted by other PRC laws. -89- Table of Contents According to the Implementing Rules, the registration of foreign-invested enterprises shall be handled by the State Administration for Market Regulation, or the SAMR, or its authorized local counterparts.
XPeng (Hong Kong) Limited then established Xiaopeng Motors as a wholly foreign-owned enterprise in the PRC. As a transitional arrangement of the Reorganization, Xiaopeng Motors entered into a series of contractual agreements with Chengxing Zhidong and its shareholders in September 2019, pursuant to which Xiaopeng Motors exercised effective control over the operations of Chengxing Zhidong.
XPeng (Hong Kong) Limited then established Xiaopeng Motors as a wholly foreign-owned enterprise in the PRC. -76- Table of Contents As a transitional arrangement of the Reorganization, Xiaopeng Motors entered into a series of contractual agreements with Chengxing Zhidong and its shareholders in September 2019, pursuant to which Xiaopeng Motors exercised effective control over the operations of Chengxing Zhidong.
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 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 Smart Mobility while the purchase price for the assets of Yidian Smart Mobility 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 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.
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.
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.
Unless terminated in accordance with the provisions of the Yidian Smart Mobility 2024 Exclusive Service Agreement or terminated in writing by Xiaopeng Smart Mobility, the Yidian Smart Mobility 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 Smart Mobility 2024 Exclusive Service Agreement or by a written notice served by Xiaopeng Smart Mobility.
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.
Exclusive Service Agreement Under the exclusive service agreement executed in January 2024, GIIA appointed Xiaopeng Motors Sales as its exclusive services provider to provide GIIA with services related to GIIA’s business during the term of the exclusive service agreement.
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.
The then individual shareholders agreed that the proceeds from the transfer of their respective equity interests in Yidian Smart Mobility, pursuant to the exercise of the right to acquire such equity interests by Xiaopeng Smart Mobility under the exclusive option agreement, may be used by such individual shareholders to repay the loan to the extent permitted under PRC law.
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.
The current individual shareholder of Yidian Smart Mobility agrees that, during the term of the Yidian Smart Mobility 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 Smart Mobility.
If the Pledgors breach their contractual obligations under these agreements, Xiaopeng Motor Sales, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If the Pledgors breach their contractual obligations under these agreements, Xiaopeng Motors Sales, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
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.
Pursuant to the Yidian Smart Mobility 2024 Exclusive Option Agreement, Yidian Smart Mobility and its current individual shareholder, jointly and severally, have irrevocably granted Xiaopeng Smart Mobility an irrevocable and exclusive right to purchase and require Yidian Smart Mobility’s current individual shareholder to transfer, or designate one or more entities or persons to purchase and require Yidian Smart Mobility’s current individual shareholder to transfer the equity interests in Yidian Smart Mobility then held by such individual shareholder, and the assets of Yidian Smart Mobility, once or at multiple times at any time in part or in whole at Xiaopeng Smart Mobility’s sole and absolute discretion to the extent permitted by PRC law.
Our Smart EV’s powertrain consists of the battery system, electric drive system, high voltage system and vehicle control unit, or VCU. Leveraging our superior in-house research and development capabilities, we are able to differentiate our Smart EVs in key powertrain features, such as charging efficiency, battery safety, range, noise, drivability and digitization.
The powertrain of our Smart EV and NEV consists of the battery system, electric drive system, high voltage system and vehicle control unit, or VCU. Leveraging our superior in-house research and development capabilities, we are able to differentiate our Smart EVs and NEVs in key powertrain features, such as charging efficiency, battery safety, range, noise, drivability and digitization.
The powertrain’s ECUs are amenable to OTA firmware updates, which enable us to improve the powertrain’s functions and customer experience after delivery. Our Smart EVs’ battery system utilizes high-energy density battery cells. We utilize lithium nickel manganese cobalt oxide, or NCM, cells and LFP cells for our batteries.
The powertrain’s ECUs are amenable to OTA firmware updates, which enable us to improve the powertrain’s functions and customer experience after delivery. The battery system of our Smart EV and NEV utilizes high-energy density battery cells. We utilize lithium nickel manganese cobalt oxide, or NCM, cells and LFP cells for our batteries.
Chengxing Zhidong and its subsidiaries are primarily involved in research and development, manufacturing and selling our Smart EVs and providing after-sales services.
(2) Chengxing Zhidong and its subsidiaries are primarily involved in research and development, manufacturing and selling our Smart EVs and NEVs and providing after-sales services.
As a result, its geographic coverage has expanded swiftly in China. -80- Table of Contents In May 2024, we introduced end-to-end model to smart driving, and in July, we upgraded our ADAS to achieve nationwide full-scale availability with no restrictions on cities, routes, or road conditions.
As a result, its geographic coverage has expanded swiftly in China. In May 2024, we introduced end-to-end model to smart driving, and in July, we upgraded our ADAS to achieve nationwide full-scale availability with no restrictions on cities, routes, or road conditions.
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.
The Yidian Smart Mobility 2024 Exclusive Service Agreement also provides that Xiaopeng Smart Mobility has the exclusive proprietary rights in any and all intellectual property rights which are developed by Yidian Smart Mobility at the request of Xiaopeng Smart Mobility or are developed by the parties jointly.
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.
If Yidian Smart Mobility or its current individual shareholder breaches their contractual obligations under these agreements, Xiaopeng Smart Mobility, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
Subject to other terms in the Yidian Chuxing 2024 Power of Attorney, the Yidian Chuxing 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.
Subject to other terms in the Yidian Smart Mobility 2024 Power of Attorney, the Yidian Smart Mobility 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.
The equity pledge under the equity interest pledge agreement takes effect upon the completion of registration with the relevant PRC government authority. The registration of the equity interest pledge as required by the relevant laws and regulations has been completed in accordance with PRC laws.
The equity pledge under the Zhipeng IoV 2024 Equity Interest Pledge Agreement takes effect upon the completion of registration with the relevant PRC government authority. The registration of the equity interest pledge under the Zhipeng IoV 2024 Equity Interest Pledge Agreement, as required by the relevant laws and regulations, has been completed in accordance with PRC laws.
Dawu Zhao holds the other 50% of the equity interest in Yidian Chuxing. (6) Xintu Technology is wholly owned by Kuntu Technology. The ultimate holding company of Kuntu Technology is Guangzhou Chengpeng Technology Co., Ltd., in which Ms. Chuxu Li holds 100% of the equity interest, respectively. (7) GIIA is wholly owned by Guangzhou Xuetao, and Mr.
Dawu Zhao holds the other 50% of the equity interest in Yidian Smart Mobility. (6) Xintu Technology is wholly owned by Kuntu Technology. The ultimate holding company of Kuntu Technology is Guangzhou Chengpeng Technology Co., Ltd., in which Ms. Chuxu Li holds 100% of the equity interest. (7) GIIA is wholly owned by Guangzhou Xuetao, and Mr.
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.” The following is a summary of the currently effective contractual arrangements by and among (i) Xiaopeng Technology, Zhipeng IoV and its individual shareholders, (ii) Xiaopeng Chuxing, Yidian Chuxing and its individual shareholders, (iii) Xiaopeng Technology, Xintu Technology and its shareholder and (iv) Xiaopeng Motors Sales, GIIA, Guangzhou Xuetao and its individual shareholder.
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.” -108- Table of Contents The following is a summary of the currently effective contractual arrangements by and among (i) Xiaopeng Technology, Zhipeng IoV and its individual shareholders, (ii) Xiaopeng Smart Mobility, Yidian Smart Mobility and its individual shareholders, (iii) Xiaopeng Technology, Xintu Technology and its shareholder and (iv) Xiaopeng Motors Sales, GIIA, Guangzhou Xuetao and its individual shareholder.
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.
Yidian Smart Mobility’s current individual shareholder may receive dividends distributed on the equity interests only with prior consent of Xiaopeng Smart Mobility. The Yidian Smart Mobility 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 Cybersecurity Law defines “networks” as systems that are composed of computers or other information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging and processing information in accordance with certain rules and procedures.
Under the Cybersecurity Law, “networks” is defined as systems that are composed of computers or other information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging and processing information in accordance with certain rules and procedures.
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.
In the event of such breaches, upon giving written notice to Yidian Smart Mobility’s current individual shareholder, Xiaopeng Smart Mobility 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 Smart Mobility from the proceeds from auction or sale of the equity interests.
We have consolidated their financial results in our consolidated financial statements without owning a majority equity interest in Zhipeng IoV or Yidian Chuxing or any equity interest in Xintu Technology or GIIA.
We have consolidated their financial results in our consolidated financial statements without owning a majority equity interest in Zhipeng IoV or Yidian Smart Mobility or any equity interest in Xintu Technology or GIIA.
Article 10 of the Revised Cybersecurity Review Measures also set out certain general factors which would be the focus in assessing the national security risk during a cybersecurity review, including (i) risks of critical information infrastructure being illegally controlled or subject to interference or destruction; (ii) the harm caused by the disruption of the supply of the product or service to the business continuity of critical information infrastructure; (iii) the security, openness, transparency and diversity of sources of the product or service, the reliability of supply channels, and risks of supply disruption due to political, diplomatic, trade and other factors; (iv) compliance with PRC laws, administrative regulations and departmental rules by the provider of the product or service; (v) the risk of core data, important data or a large amount of personal information being stolen, leaked, damaged, illegally used, or illegally transmitted overseas; (vi) the risk that critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, and maliciously used by foreign governments for a listing, as well as network information security risks; and (vii) other factors that may endanger the security of critical information infrastructure, cybersecurity and data security.
Article 10 of the Revised Cybersecurity Review Measures also set out certain general factors which would be the focus in assessing the national security risk during a cybersecurity review, including (i) risks of critical information infrastructure being illegally controlled or subject to interference or destruction; (ii) the harm caused by the disruption of the supply of the product or service to the business continuity of critical information infrastructure; (iii) the security, openness, transparency and diversity of sources of the product or service, the reliability of supply channels, and risks of supply disruption due to political, diplomatic, trade and other factors; (iv) compliance with PRC laws, administrative regulations and departmental rules by the provider of the product or service; (v) the risk of core data, important data or a large amount of personal information being stolen, leaked, damaged, illegally used, or illegally transmitted overseas; (vi) the risk that critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, and maliciously used by foreign governments for a listing, as well as network information security risks; and (vii) other factors that may endanger the security of critical information infrastructure, cybersecurity and data security. -99- Table of Contents The PRC regulatory authorities have also enhanced the supervision and regulation on cross-border data transfer.
Risk Factors—Risks Relating to Our Business and Industry—Changes and developments in the PRC legal system and the interpretation and enforcement of PRC laws, rules and regulations may subject us to uncertainties.” and “Item 3. Key Information—D.
Risk Factors—Risks Relating to Doing Business in China—Changes and developments in the PRC legal system and the interpretation and enforcement of PRC laws, rules and regulations may subject us to uncertainties.” and “Item 3. Key Information—D.
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.
During the term of Yidian Smart Mobility 2021 Loan Agreement, Xiaopeng Smart Mobility has the right, at its sole and absolute discretion, to accelerate maturity of loan at any time.
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.
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.
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.
Our directors consider that the above arrangements will ensure the economic benefits generated from the operations of GIIA will flow to Xiaopeng Motors Sales and hence our company as a whole. -117- Table of Contents Loan Agreement Pursuant to the loan agreement executed in January 2024, Xiaopeng Motors Sales should provide Mr.
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.
Pursuant to the Yidian Smart Mobility 2024 Exclusive Service Agreement, in consideration for the services provided by Xiaopeng Smart Mobility, Yidian Smart Mobility shall pay Xiaopeng Smart Mobility annual fees, which should be mutually agreed by both parties and can be adjusted according to Xiaopeng Smart Mobility’s suggestion to the extent permitted by PRC law.
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 and through contractual arrangements with the Group VIEs.
(9) Guangdong Pengxing Smart Co., Ltd. and its subsidiaries are primarily involved in research and development of robots with human-robot interaction functions. -107- 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 and through contractual arrangements with the Group VIEs.
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.
Zheng and Guangzhou Xuetao (collectively, the “GIIA Shareholder”) have irrevocably undertaken to appoint Xiaopeng Motors 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 Motors Sales and its designated persons. -118- 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.
Our principal executive offices are located at No. 8 Songgang Road, Changxing Street, Cencun, Tianhe District, Guangzhou, Guangdong 510640, People’s Republic of China. Our telephone number at this address is +86-20-6680-6680. Our registered office in the Cayman Islands is located at the offices of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O.
Our principal executive offices are located at No.10, Cencun Fengzhuang Avenue, Tianhe District, Guangzhou, Guangdong 510640, People’s Republic of China. Our telephone number at this address is +86-20-6680-6680. Our registered office in the Cayman Islands is located at the offices of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O.
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.
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 Motors 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 -119- 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.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law, which came into effect on June 1, 2017 and applies to the construction, operation, maintenance and use of networks as well as the supervision and administration of cybersecurity in China.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law, which came into effect on June 1, 2017 and was amended on October 28, 2025. The Cybersecurity Law applies to the construction, operation, maintenance and use of networks as well as the supervision and administration of cybersecurity in China.
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.
Employees As of December 31, 2023, 2024 and 2025, we had a total of 13,550, 15,364 and 19,884 employees, respectively. The following table sets forth a breakdown of our employees categorized by function as of December 31, 2025.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

106 edited+23 added−34 removed79 unchanged
Biggest changeYear 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.
Biggest changeYear ended December 31, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except percentages) Revenues Vehicle sales 28,010,857 91.3 35,829,402 87.7 68,378,920 89.1 Services and others 2,665,210 8.7 5,036,907 12.3 8,340,822 10.9 Total revenues 30,676,067 100.0 40,866,309 100.0 76,719,742 100.0 Cost of sales Vehicle sales (28,457,909 ) (92.8 ) (32,866,163 ) (80.4 ) (59,598,391 ) (77.7 ) Services and others (1,767,003 ) (5.7 ) (2,154,378 ) (5.3 ) (2,648,432 ) (3.4 ) Total cost of sales (30,224,912 ) (98.5 ) (35,020,541 ) (85.7 ) (62,246,823 ) (81.1 ) Gross profit 451,155 1.5 5,845,768 14.3 14,472,919 18.9 Operating expenses Research and development expenses (5,276,574 ) (17.2 ) (6,456,734 ) (15.8 ) (9,489,979 ) (12.4 ) Selling, general and administrative expenses (6,558,942 ) (21.4 ) (6,870,644 ) (16.8 ) (9,398,456 ) (12.2 ) Other income, net 465,588 1.5 589,227 1.4 1,761,419 2.3 Fair value gain (loss) on derivative liability relating to the contingent consideration 29,339 0.1 234,245 0.6 (117,305 ) (0.2 ) Total operating expenses, net (11,340,589 ) (37.0 ) (12,503,906 ) (30.6 ) (17,244,321 ) (22.5 ) Loss from operations (10,889,434 ) (35.5 ) (6,658,138 ) (16.3 ) (2,771,402 ) (3.6 ) Interest income 1,260,162 4.1 1,374,525 3.4 1,163,210 1.5 Interest expenses (268,666 ) (0.9 ) (343,982 ) (0.8 ) (379,931 ) (0.5 ) Fair value loss on derivative liability (410,417 ) (1.3 ) — — — — Investment (loss) gain on long-term investments (224,364 ) (0.7 ) (261,991 ) (0.6 ) 500,533 0.7 Exchange gain (loss) from foreign currency transactions 97,080 0.3 (49,543 ) (0.1 ) 285,998 0.4 Other non-operating income, net 41,934 0.1 108,154 0.3 44,789 0.1 Loss before income tax (expenses) benefit and share of results of equity method investees (10,393,705 ) (33.9 ) (5,830,975 ) (14.3 ) (1,156,803 ) (1.5 ) Income tax (expenses) benefit (36,810 ) (0.1 ) 69,780 0.2 (13,585 ) (0.02 ) Share of results of equity method investees 54,740 0.2 (29,069 ) (0.1 ) 30,928 0.04 Net loss (10,375,775 ) (33.8 ) (5,790,264 ) (14.2 ) (1,139,460 ) (1.5 ) -132- Table of Contents Year Ended December 31, 2025 compared to year ended December 31, 2024 Revenues.
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.
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.
Financing Activities Net cash provided by financing activities in 2024 was RMB669.3 million, which was primarily attributable to proceeds from borrowing of RMB10,718.1 million, and partially offset by repayment of borrowings of RMB9,489.6 million and repayment of debt from third party investors of RMB500 million.
Net cash provided by financing activities in 2024 was RMB669.3 million, which was primarily attributable to proceeds from borrowing of RMB10,718.1 million, and partially offset by repayment of borrowings of RMB9,489.6 million and repayment of debt from third party investors of RMB500 million.
We aim to offer our customers a convenient charging and driving experience by providing them with access to a vast, rapidly-growing charging network. Our customers can choose to charge their Smart EVs using home chargers, at XPENG self-operated charging station network or at third-party charging stations.
We aim to offer our customers a convenient charging and driving experience by providing them with access to a vast, rapidly-growing charging network. Our customers can choose to charge their Smart EVs and NEVs using home chargers, at XPENG self-operated charging station network or at third-party charging stations.
Shenzhen Pengxing Smart Research Co., Ltd. is entitled to continue to enjoy the beneficial tax rate of 15% as an HNTE for the years 2023 through 2025. Zhaoqing Xiaopeng New Energy Investment Co., Ltd. applied for the HNTE qualification and received approval in December 2024.
Shenzhen Pengxing Smart Research Co., Ltd. is entitled to continue to enjoy the beneficial tax rate of 15% as an HNTE for the years 2023 through 2025. Zhaoqing Xiaopeng New Energy applied for the HNTE qualification and received approval in December 2024.
We strategically established multiple Smart EV platforms that are scalable for different types of our vehicles with different wheelbases within a wide range, which allows us to develop new models in a fast and cost-efficient manner.
We strategically established multiple Smart EV and NEV platforms that are scalable for different types of our vehicles with different wheelbases within a wide range, which allows us to develop new models in a fast and cost-efficient manner.
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 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 Combinations and Goodwill We account for business combinations under ASC 805, Business Combinations.
Zhaoqing Xiaopeng New Energy Investment Co., Ltd. is entitled to enjoy the beneficial tax rate of 15% as an HNTE for the years 2024 through 2026. Guangzhou Zhipeng Manufacturing Co., Ltd. applied for the HNTE qualification and received approval in December 2024.
Zhaoqing Xiaopeng New Energy is entitled to enjoy the beneficial tax rate of 15% as an HNTE for the years 2024 through 2026. Guangzhou Zhipeng Manufacturing Co., Ltd. applied for the HNTE qualification and received approval in December 2024.
For contracts pursuant to which we create an asset with no alternate use to us and has an enforceable right to payment from the car manufacturer for performance completed to date, licenses and technical R&D services revenue is recognized over a period of the contract based on the progress towards completion of the performance obligation using input method, which is measured by reference to the contract costs incurred for the work performed up to the end of the reporting period as a percentage of the total estimated costs to complete the contract.
For contracts pursuant to which we create an asset with no alternate use to us and have an enforceable right to payment from the car manufacturer for performance completed to date, licenses and technical R&D services revenue is recognized over a period of the contract based on the progress towards completion of the performance obligation using input method, which is measured by reference to the contract costs incurred for the work performed up to the end of the reporting period as a percentage of the total estimated costs to complete the contract.
Specific Factors Affecting the Group’s Results of Operations Besides the general factors affecting China’s Smart EV market, the Group’s business and results of operations are also affected by company specific factors, including the following major factors: Our ability to attract new customers and grow our customer base We design our Smart EVs to satisfy the needs and preferences of China’s middle-class consumers.
Specific Factors Affecting the Group’s Results of Operations Besides the general factors affecting China’s Smart EV and NEV market, the Group’s business and results of operations are also affected by company specific factors, including the following major factors: Our ability to attract new customers and grow our customer base We design our Smart EVs and NEVs to satisfy the needs and preferences of China’s middle-class consumers.
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.
For the free battery charging within two 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.
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.
General Factors Affecting the Group’s Results of Operations The demand for our Smart EVs and NEVs 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 and NEVs.
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.
Zhaoqing Xiaopeng is entitled to continue to enjoy the beneficial tax rate of 15% as an HNTE for the years 2023 through 2025. Beijing Xiaopeng Motors Co., Ltd. applied for the HNTE qualification and received approval in December 2020.
Contract costs contains labor cost, material cost and other direct costs. Fees entitled by us upon or post SOP of the car manufacturer’s vehicles are considered as variable consideration as there are binary outcomes regarding the fee entitlement.
Contract costs contain labor cost, material cost and other direct costs. Fees entitled by us upon or post SOP of the car manufacturer’s vehicles are considered as variable consideration as there are binary outcomes regarding the fee entitlement.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. For more information, see “Item 4. Information of the Company—B.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. For more information, see “Item 4. Information on the Company—B.
Critical Accounting Estimates See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies and Estimates.”
E. Critical Accounting Estimates See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies and Estimates.”
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.
Our S4 and S5 supercharging stations have covered 222 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 mainly manufacture our vehicles at our own plants in Zhaoqing and Guangzhou, Guangdong province.
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.
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. -120- Table of Contents A.
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.
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. 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.
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.
Year Ended December 31, 2024 compared to year ended December 31, 2023 For a discussion of the Group’s results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects—A.
If the total transaction consideration is less than the fair value of the net assets of the subsidiaries acquired, the difference is recognized directly in the consolidated statements of comprehensive loss.
If the total transaction consideration is less than the fair values of the net assets of the subsidiaries acquired, the difference is recognized directly in the consolidated statements of comprehensive loss.
In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by us to our shareholders. British Virgin Islands XPeng Limited is exempted from income tax on its foreign-derived income in the BVI. There are no withholding taxes in the BVI.
In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by us to our shareholders. British Virgin Islands XPeng Limited is exempted from income tax on its foreign-derived income in the BVI.
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.
There are multiple distinct performance obligations explicitly stated in a sales contract including sales of vehicle, free battery charging within two 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, lifetime warranty of battery and customer loyalty point, which are defined by our sales policy and accounted for in accordance with ASC 606.
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.
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, 2025 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.
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.
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, which was expired in 2025. Shenzhen Pengxing Smart Research Co., Ltd. applied for the HNTE qualification and received approval in October 2023.
Interest income resulting from arrangements with a significant financing component is presented as other sales. The overall contract price of electric vehicle and related products/services is allocated to each distinct performance obligation based on the relative estimated standalone selling price.
Interest income resulting from arrangements with a significant financing component is presented as services and others. The overall contract price of vehicle and related products and services is allocated to each distinct performance obligation based on the relative estimated standalone selling price.
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.
The Group recorded a fair value loss on derivative liability relating to the contingent consideration of RMB117.3 million in 2025, as compared to gain of RMB234.2 million in 2024, 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 does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Group or engages in leasing, hedging or product development services with the Group. C. Research and Development, Patent and Licenses, etc.
The Group does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Group or engages in leasing, hedging or product development services with the Group. -138- Table of Contents C. Research and Development, Patent and Licenses, etc.
The revenue for sales of the Smart EVs and household charging pile is recognized at a point in time when the control of the Smart EV is transferred to the customer and the charging pile is installed at customer’s designated location. For vehicle internet connection service, we recognize the revenue using a straight-line method.
The revenue for sales of the Smart EVs and NEVs and household charging pile is recognized at a point in time when the control of the Smart EV and NEV is transferred to the customer and the charging pile is installed at customer’s designated location. -129- Table of Contents For vehicle internet connection service, we recognize the revenue using a straight-line method.
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.
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.
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.
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. Xiaopeng Technology applied for the HNTE qualification and received approval in December 2022 and renewed in December 2025.
We licensed a car manufacturer with rights to use our in-house developed platform and technology, and provided technical research and development services to integrate our technology into the car manufacturer’s vehicles and platforms.
We license a car manufacturer with right to use our in-house developed platform and technology, and provide technical research and development services to integrate our technology into the car manufacturer’s vehicles and platforms.
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.
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, 2025, the total balances of the ABN and the ABS were nil and RMB271.3 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.
As of December 31, 2023, 2024 and 2025, the Group had cash and cash equivalents, restricted cash, short-term investments and time deposits of a total of RMB45,698.5 million, RMB41,962.5 million and RMB47,656.5 million, respectively.
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.
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, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Selling, general and administrative expenses Selling expenses 5,013,734 76.4 5,531,599 80.5 7,388,109 78.6 General and administrative expenses 1,545,208 23.6 1,339,045 19.5 2,010,347 21.4 Total 6,558,942 100.0 6,870,644 100.0 9,398,456 100.0 -125- Table of Contents 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.
The year-over-year increase was primarily attributable to the higher gross margin from the aforementioned revenue from technical R&D services. Research and development expenses.
The year-over-year increase was primarily attributable to the higher gross margin from the aforementioned revenue from technical R&D services, parts and accessories sales and carbon credit trading. Research and development expenses.
In July 2021, we completed our listing on the Hong Kong Stock Exchange and public offering of 97,083,300 Class A ordinary shares, raising a total of approximately HK$15,823.3 million (or US$2,039.0 million based on an exchange rate of HK$7.7604 to US$1.00 as of June 11, 2021) in net proceeds to us after deducting underwriting fees and the offering expenses.
In July 2021, we completed our listing on the Hong Kong Stock Exchange and public offering of 97,083,300 Class A ordinary shares, raising a total of approximately HK$15,823.3 million (or US$2,039.0 million based on an exchange rate of HK$7.7604 to US$1.00 as of June 11, 2021) in net proceeds to us after deducting underwriting fees and the offering expenses. -134- Table of Contents In February 2022, we completed a debt issuance of RMB775.0 million automobile leasing carbon-neutral asset-backed securities, or the ABS.
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.
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.
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.
The Group dedicates significant resources towards research and development, and its research and development staff accounted for approximately 44.5% of its total employees as of December 31, 2025.
Guangzhou 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. Zhaoqing Xiaopeng Automobile Co., Ltd. applied for the HNTE qualification and received approval in December 2020 and renewed in December 2023.
Xiaopeng Technology is entitled to continue to enjoy the beneficial tax rate of 15% as an HNTE for the years 2025 through 2027. Zhaoqing Xiaopeng applied for the HNTE qualification and received approval in December 2020 and renewed in December 2023.
Such increase was mainly in line with vehicle deliveries as described above. The Group recorded cost of sales from vehicle sales of RMB32,866.2 million in 2024, as compared to RMB28,457.9 million in 2023. The Group recorded cost of sales from services and others of RMB2,154.4 million in 2024, as compared to RMB1,767.0 million in 2023. Gross profit.
Such increase was mainly in line with vehicle deliveries as described above. The Group recorded cost of sales from vehicle sales of RMB59,598.4 million in 2025, as compared to RMB32,866.2 million in 2024. The Group recorded cost of sales from services and others of RMB2,648.4 million in 2025, as compared to RMB2,154.4 million in 2024. Gross profit.
We intend to empower consumers with our differentiated Smart EVs that can offer disruptive mobility experiences. We believe this can be achieved by fast iteration of software and seamless integration with hardware, which enable us to lead the innovation of Smart EV technologies and provide differentiated Smart EV products to consumers.
We believe this can be achieved by fast iteration of software and seamless integration with hardware, which enable us to lead the innovation of Smart EV and NEV technologies and provide differentiated Smart EV and NEV products to consumers.
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.
The Group’s revenues increased from RMB40,866.3 million in 2024 to RMB76,719.7 million in 2025, which was primarily due to an increase in revenues from vehicle sales. The Group recorded revenues from vehicle sales of RMB68,378.9 million in 2025, as compared to RMB35,829.4 million in 2024. The increase was mainly attributable to the strong growth of our vehicle sales.
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.
The Group recorded investment gain on long-term investments of RMB500.5 million in 2025, as compared to the investment loss on long-term investments of RMB262.0 million in 2024 as a result of fair value fluctuation on the Company’s equity and debt investments. Net loss.
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.
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.
Revenue Recognition Revenue is recognized when or as the control of the goods or services is transferred upon delivery to customers. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time.
Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time.
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.
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 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.
The Group’s research and development expenses were RMB5,276.6 million, RMB6,456.7 million and RMB9,490.0 million in 2023, 2024 and 2025 respectively. See “Item 4. Information on the Company—B. Business Overview—Our Technologies.” D.
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.
Related costs are then accrued instead. Warranties We provide a manufacturer’s standard warranty on all vehicles sold, primarily in Chinese Mainland. 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.
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.
In addition, we started to launch the 480kW S4 supercharging stations in China in 2022. As of December 31, 2025, XPENG self-operated charging station network further expanded to 3,159 stations, including 2,654 XPENG self-operated supercharging stations and 505 destination charging stations.
The Group’s other income increased by 26.6% from RMB465.6 million in 2023 to RMB589.2 million in 2024, primarily due to the increase in government subsidies. Fair value gain on derivative liability relating to the contingent consideration .
The Group’s other income increased by 198.9% from RMB589.2 million in 2024 to RMB1,761.4 million in 2025, primarily due to the increase in government subsidies. Fair value gain (loss) on derivative liability relating to the contingent consideration .
The Group’s research and development expenses increased by 22.4% from RMB5,276.6 million in 2023 to RMB6,456.7 million in 2024, mainly related to the development of new vehicle models as the Company expanded its product portfolio to support future growth. Selling, general and administrative expenses.
The Group’s research and development expenses increased by 47.0% from RMB6,456.7 million in 2024 to RMB9,490.0 million in 2025, mainly due to higher expenses related to the development of new vehicle models and technologies as the Company expanded its product portfolio to support future growth. Selling, general and administrative expenses.
Since our inception in 2015, we have become one of the leading Smart EV companies in China, with leading software and hardware technology at our core and bringing innovation in advanced driver assistance, smart connectivity and core vehicle systems. We develop full-stack advanced driver assistance systems, or ADAS, software in house and have deployed such software on mass-produced vehicles.
Since our inception in 2015, we have become one of the leading Smart EV and NEV companies in China, with leading software and hardware technology at our core and bringing innovation in advanced driver assistance, smart connectivity and core vehicle systems.
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.
As of December 31, 2025, the Group had short-term borrowings from banks in the PRC of total principals of RMB4,282.0 million and total long-term borrowings (including current and non-current portion, bank loan, ABS, and ABN) of RMB8,426.8 million.
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 Group’s restricted cash, which amounted to RMB6,071.5 million as of December 31, 2025, primarily represents bank deposits for letters of guarantee, bank notes, bank borrowings and others. In July and August of 2020, we received cash proceeds of US$900.0 million from our Series C+ round financing.
Under the EIT Law, dividends generated after January 1, 2008 and payable by an FIE in the PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a different withholding arrangement.
Guangzhou Zhipeng Manufacturing Co., Ltd. is entitled to enjoy the beneficial tax rate of 15% as an HNTE for the years 2024 through 2026. -127- Table of Contents Under the EIT Law, dividends generated after January 1, 2008 and payable by an FIE in the PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a different withholding arrangement.
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.
Operating Results—Results of Operations for Continuing Operations—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 16, 2025 . B.
The following table sets forth a summary of the Group’s cash flows for the periods presented: Year Ended December 31, 2022 2023 2024 (RMB in thousands) Summary of Consolidated Cash Flow Data: Net cash (used in) provided by operating activities (8,232,376 ) 956,164 (2,012,343 ) Net cash provided by (used in) investing activities 4,845,966 631,168 (1,255,099 ) Net cash provided by financing activities 6,003,835 8,015,247 669,321 Cash, cash equivalents and restricted cash at beginning of the year 11,634,881 14,714,046 24,302,049 Cash, cash equivalents and restricted cash at end of the year 14,714,046 24,302,049 21,739,664 Operating Activities Net cash used in operating activities was RMB2,012.3 million in 2024, primarily attributable to net loss of RMB5,790.3 million, adjusted for the positive non-cash items primary consisted of: (i) depreciation of property, plant and equipment of RMB1,571.8 million, (ii) inventory write-downs of RMB943.7 million, (iii) amortization of intangible assets of RMB537.7 million, (iv) share-based compensation of RMB473.7 million, (v) amortization of right-of-use assets of RMB413.3 million, (vi) investment loss on long-term investments of RMB262.0 million and (vii) impairment of property, plant and equipment of RMB137.5 million, partially offset by the negative non-cash items including primarily fair value gain on derivative liability relating to the contingent consideration of RMB234.2 million primarily due to the fair value change of the contingent consideration related to the acquisition of DiDi’s smart auto business.
The following table sets forth a summary of the Group’s cash flows for the periods presented: Year Ended December 31, 2023 2024 2025 (RMB in thousands) Summary of Consolidated Cash Flow Data: Net cash provided by (used in) operating activities 956,164 (2,012,343 ) 8,258,529 Net cash provided by (used in) investing activities 631,168 (1,255,099 ) (7,334,482 ) Net cash provided by financing activities 8,015,247 669,321 514,760 Cash, cash equivalents and restricted cash at beginning of the year 14,714,046 24,302,049 21,739,664 Cash, cash equivalents and restricted cash at end of the year 24,302,049 21,739,664 23,401,103 -135- Table of Contents Operating Activities Net cash provided by operating activities was RMB8,258.5 million in 2025, primarily attributable to net loss of RMB1,139.5 million, adjusted for the positive non-cash items primary consisted of: (i) depreciation of property, plant and equipment of RMB1,804.7 million, (ii) amortization of intangible assets of RMB567.4 million, (iii) share-based compensation of RMB564.3 million, (iv) inventory write-downs of RMB555.4 million, (v) amortization of right-of-use assets of RMB540.1 million, (vi) fair value loss on derivative liability relating to the contingent consideration of RMB117.3 million primarily due to the fair value change of the contingent consideration related to the acquisition of DiDi’s smart auto business, and (vii) impairment of property, plant and equipment of RMB109.5 million.
However, the positive operating cash flow was partially offset by below negative factors, including non-cash items with negative effect consisted of (i) interest income of RMB352.2 million, (ii) exchange gain from foreign currency transactions of RMB97.1 million; and changes in itemized balances of operating assets and liabilities that have a negative effect which were consisted of an increase in inventory of RMB2,358.8 million primarily in relation to materials for volume production and finished goods and an increase in installment payment receivables of RMB1,473.6 million primarily due to the increase in sales volume.
However, the positive operating cash flow was partially offset by below negative factors, including non-cash items with negative effect consisted of (i) interest income of RMB352.2 million, (ii) exchange gain from foreign currency transactions of RMB97.1 million; and changes in itemized balances of operating assets and liabilities that have a negative effect which were consisted of an increase in inventory of RMB2,358.8 million primarily in relation to materials for volume production and finished goods and an increase in installment payment receivables of RMB1,473.6 million primarily due to the increase in sales volume. -136- Table of Contents Investing Activities Net cash used in investing activities in 2025 was RMB7,334.5 million, which was primarily attributable to (i) purchase of property, plant and equipment of RMB3,155.9 million, (ii) placement of short-term investments of RMB2,305.1 million and (iii) placement of long-term deposits of RMB2,192.3 million, partially offset by maturities of short-term deposits of RMB1,206.3 million.
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.
As a result of the foregoing, the Group incurred a net loss of RMB1,139.5 million in 2025, as compared to RMB5,790.3 million in 2024.
The standard warranty provided by us is accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when we transfer the control of vehicle to a customer. Car buyers in the PRC were entitled to government subsidies when they purchase EVs before December 31, 2022.
The standard warranty provided by us is accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when we transfer the control of vehicle to a customer.
Fair Value Determination Related to the Accounting for Business Combination In 2023, we estimated the fair value of acquired vehicle platform technology (“VPT”) and VMTUD from the acquisition of DiDi’s smart auto business using the relief from royalty method and multiperiod excess earnings method, respectively.
No impairment provision was made related to our goodwill for the years ended December 31, 2023, 2024 and 2025. -131- Table of Contents Fair Value Determination Related to the Accounting for Business Combination In 2023, we estimated the fair value of acquired vehicle platform technology (“VPT”) and VMTUD from the acquisition of DiDi’s smart auto business using the relief from royalty method and multiperiod excess earnings method, respectively.
The issued ABS of RMB31.0 million in the senior B tranche with a debt rating of AA+ has a coupon rate of 3.50%. In September 2023, the ABS issued by us in February 2022 has matured. In November 2022, we completed another debt issuance of RMB964.0 million ABS on the Shanghai Stock Exchange.
In September 2023, the ABS issued by us in February 2022 has matured. In November 2022, we completed another debt issuance of RMB964.0 million ABS on the Shanghai Stock Exchange.
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.
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.
When reviewing our consolidated financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.
When reviewing our consolidated financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions. -128- Table of Contents Revenue Recognition Revenue is recognized when or as the control of the goods or services is transferred upon delivery to customers.
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.
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.
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.
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, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Revenues Vehicle sales 28,010,857 91.3 35,829,402 87.7 68,378,920 89.1 Services and others 2,665,210 8.7 5,036,907 12.3 8,340,822 10.9 Total 30,676,067 100.0 40,866,309 100.0 76,719,742 100.0 The Group generates revenues from (i) vehicle sales, which represent sales of its Smart EVs and NEVs, and (ii) services and others, primarily including technical research and development services, services embedded in a sales contract, after-sales service, supercharging service. -124- Table of Contents 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. -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.
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, 2023 2024 2025 RMB % RMB % RMB % (in thousands, except for percentages) Cost of sales Vehicle sales 28,457,909 92.8 32,866,163 80.4 59,598,391 77.7 Services and others 1,767,003 5.7 2,154,378 5.3 2,648,432 3.4 Total 30,224,912 98.5 35,020,541 85.7 62,246,823 81.1 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.
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.
There are no withholding taxes in the BVI. -126- Table of Contents 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.
Practical expedients and exemptions We follow the guidance on immaterial promises when identifying performance obligations in the vehicle sales contracts and concludes that lifetime roadside assistance, traffic ticket inquiry service, courtesy car service, on-site troubleshooting, parts replacement service, extended warranty of 10 years or 200,000 kilometers, basic maintenance service of 6 times in 4 years and others, are not performance obligations considering these services are value-added services to enhance customer experience rather than critical items for vehicle driving and forecasted that usage of these services will be very limited.
No interest income resulting from arrangements with a significant financing component is recorded as of the period end. -130- Table of Contents Practical expedients and exemptions We follow the guidance on immaterial promises when identifying performance obligations in the vehicle sales contracts and concludes that lifetime roadside assistance, traffic ticket inquiry service, courtesy car service, on-site troubleshooting, parts replacement service and others, are not performance obligations considering these services are value-added services to enhance customer experience rather than critical items for vehicle driving and forecasted that usage of these services will be very limited.
In February 2022, we completed a debt issuance of RMB775.0 million automobile leasing carbon-neutral asset-backed securities, or the ABS. The ABS was listed on the Shenzhen Stock Exchange in March 2022. The issued ABS of RMB624.0 million in the senior A tranche with a debt rating of AAA has a coupon rate of 3.00%.
The ABS was listed on the Shenzhen Stock Exchange in March 2022. The issued ABS of RMB624.0 million in the senior A tranche with a debt rating of AAA has a coupon rate of 3.00%. The issued ABS of RMB31.0 million in the senior B tranche with a debt rating of AA+ has a coupon rate of 3.50%.
Improvement of operating efficiency We aim to improve operating efficiency in every aspect of our business, such as product development, supply chain, manufacturing, sales and marketing, as well as service offerings.
We expect our strategic focus on innovations will further differentiate our Smart EVs and NEVs as well as software and service offerings, which will in turn enhance our competitiveness. Improvement of operating efficiency We aim to improve operating efficiency in every aspect of our business, such as product development, supply chain, manufacturing, sales and marketing, as well as service offerings.
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. Continuous innovation in software is one of the key factors that differentiate our Smart EVs and has become a critical value proposition appealing to customers.
Our ADAS and in-car intelligent operating system enable customers to enjoy a differentiated smart mobility experience, and our Smart EVs and NEVs can be upgraded through OTA firmware updates to introduce enhancements and new functionalities.
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.
Capital Expenditures The Group made capital expenditures of RMB2,311.5 million, RMB2,427.9 million and RMB3,347.1 million in 2023, 2024 and 2025, respectively. In these years, the Group’s capital expenditures were used primarily for the construction of plants and Guangzhou Xiaopeng Technology Park and purchase of manufacturing equipment, intangible assets and land use rights.
The Group’s vehicle margin was 8.3% in 2024, compared with negative 1.6% for the prior year. The year-over-year increase was explained by cost reduction. Services and others margin . The Group’s services and others margin was 57.2% in 2024, compared with 33.7% for the prior year.
The Group’s vehicle margin increased from 8.3% in 2024 to 12.8% in 2025. The year-over-year increase was explained by the ongoing cost reduction and the improvement in product mix of models. Services and others margin . The Group’s services and others margin was 68.2% in 2025, compared with 57.2% for the prior year.
Competitiveness and continued expansion of our Smart EV portfolio Our ability to periodically introduce new Smart EV models will be an important contributor to our future growth.
Competitiveness and continued expansion of our Smart EV and NEV portfolio Our ability to periodically introduce new Smart EV and NEV models will be an important contributor to our future growth. As of December 31, 2025, we offered seven models. We plan to continuously introduce new models and facelifts to expand our product portfolio and customer base.
As of December 31,2024, the VMTUD was transferred into vehicle model technology (“VMT”) as finite-lived intangible assets. Research and development expenditures that were incurred after the acquisition, including those for completing the research and development activities, were expensed as incurred during the year ended December 31, 2024.
Research and development expenditures that were incurred after the acquisition, including those for completing the research and development activities, were expensed as incurred during the year ended December 31, 2025.
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.
We delivered a total of 190,068 units of vehicles in 2024, and a total of 429,445 units of vehicles in 2025, representing a significant year-over-year growth of 125.9% from 2024 to 2025. The Group recorded revenues from services and others of RMB8,340.8 million in 2025, as compared to RMB5,036.9 million in 2024.
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 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%.
The increase was mainly attributable to the increased revenue from technical research and development services related to the platform and software strategic technical collaboration, as well as the EEA technical collaboration with the Volkswagen Group. Cost of sales. The Group’s cost of sales increased from RMB30,224.9 million in 2023 to RMB35,020.5 million in 2024.
The increase was mainly attributable to the increased revenue from technical research and development services related to the platform and software strategic technical collaboration, parts and accessories sales in line with higher accumulated vehicle sales, and carbon credit trading. Cost of sales. The Group’s cost of sales increased from RMB35,020.5 million in 2024 to RMB62,246.8 million in 2025.

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Item 6. [Reserved]

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

43 edited+23 added−9 removed62 unchanged
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.
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) 11,339,844 0.7 % 348,708,257 18.8 % 69.3 % Ji-Xun Foo(2) — — — — — Donghao Yang 9,072 0.0 % — 0.0 % 0.0 % Fang Qu 11,550 0.0 % — 0.0 % 0.0 % HongJiang Zhang — — — — — Yudong Chen — — — — — Fengying Wang 1,650,000 0.1 % — 0.1 % 0.0 % Hongdi Brian Gu(3) 37,155,185 2.4 % — 1.9 % 0.7 % Jiaming (James) Wu 81,116 0.0 % — 0.0 % 0.0 % All Directors and Executive Officers as a Group 50,246,767 3.2 % 348,708,257 20.9 % 70.0 % Principal Shareholders: Simplicity and Respect entities(4) 10,339,844 0.7 % 348,708,257 18.8 % 69.3 % JPMorgan Chase & Co.(5) 109,384,580 7.0 % — 5.7 % 2.2 % Volkswagen Group(6) 94,079,255 6.0 % — 4.9 % 1.9 % BlackRock, Inc.(7) 83,600,181 5.3 % — 4.4 % 1.7 % -150- Table of Contents † 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, 2026, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2026, 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, 2026. †† 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.
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.
Share Incentive Plans 2019 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 2019 Plan, which allows us to grant restricted shares, RSUs and other equity awards to our employees, directors and consultants.
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.
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; -147- 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.
We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
We have entered into indemnification agreements with certain of our directors and executive officers. Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
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.
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 the Company and its shares for the benefit of the Company and shareholders as a whole.
(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.
(4) 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 and 3,100,000 Class A ordinary shares held by Galaxy Dynasty Limited.
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.
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; 146 Table of Contents • 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.
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.
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; -149- Table of Contents • 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.
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.
Our compensation committee is responsible for, among other things: • reviewing, evaluating and, if necessary, revising our overall compensation policies; -148- 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.
Simplicity Holding 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. Simplicity Holding Limited is wholly-owned by Mr.
Respect Holding 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. Respect Holding Limited is wholly-owned by Mr.
Qu received her bachelor’s degree in international journalism and communication from Beijing Foreign Studies University in July 2006. HongJiang Zhang is an independent non-executive director of our company. Dr. Zhang has served as a senior adviser of Carlyle Group since May 2018 and a venture partner at Source Code Capital since December 2016.
Qu received her bachelor’s degree in international journalism and communication from Beijing Foreign Studies University in July 2006. -140- Table of Contents HongJiang Zhang is an independent non-executive director of our company. Dr. Zhang has served as a senior adviser of Carlyle Group since May 2018 and a venture partner at Source Code Capital since December 2016.
Xiaopeng He, who is deemed to be the beneficial owner of the shares held by Simplicity Holding Limited. Respect Holding 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.
Xiaopeng He, who is deemed to be the beneficial owner of the shares held by Respect Holding Limited. 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.
Employees See “Item 4. Information on the Company—B. Business Overview—Employees.” E.
D. Employees See “Item 4. Information on the Company—B. Business Overview—Employees.” E.
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 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. Donghao Yang is an independent non-executive director of our company. 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.
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. -139- Table of Contents Ji-Xun Foo is a non-executive director of our company. Mr.
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 Ownership The following table sets forth information as of March 31, 2026, to our knowledge, 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.
(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.
(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 and 3,100,000 Class A ordinary shares held by Galaxy Dynasty Limited, and (iv) 1,000,000 Class A ordinary shares held directly by Mr.
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.
He. Simplicity Holding Limited, Respect Holding Limited and Galaxy Dynasty Limited are further described in footnote 4 below. In addition, we have conditionally granted a total of 28,506,786 RSUs under the 2025 Scheme to Mr.
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 is wholly-owned by Mr. Xiaopeng He, who is deemed to be the beneficial owner of the shares held by Simplicity Holding Limited.
One record holder in the United States held a de minimis number of our Class A ordinary shares. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our Class A ordinary shares in the United States.
Twelve record holders in the United States held a de minimis number of our Class A ordinary shares. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our Class A ordinary shares in the United States.
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.
Compensation Compensation In 2025, we paid an aggregate cash compensation and benefits in kind of RMB182 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.
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.
Name Age Position Xiaopeng He 48 Co-founder, Chairman, Executive Director and Chief Executive Officer Ji-Xun Foo 57 Non-executive Director Donghao Yang 54 Independent Non-executive Director Fang Qu 41 Independent Non-executive Director HongJiang Zhang 65 Independent Non-executive Director Yudong Chen 64 Independent Non-executive Director Fengying Wang 55 President Hongdi Brian Gu 53 Honorary Vice Chairman of the Board and Co-President Jiaming (James) Wu 42 Vice President of Finance and Accounting Xiaopeng He is our co-founder, executive director, chairman and chief executive officer.
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.
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.
Change in Control In the event of a change in control, the administrators may accelerate the vesting, purchase of equity awards from holders and provide for the assumption, conversion or replacement of equity awards.
The administrator will determine the terms and conditions of each equity award. Change in Control In the event of a change in control, the administrators may accelerate the vesting, purchase of equity awards from holders and provide for the assumption, conversion or replacement of equity awards.
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.
RSU Grants As of March 31, 2026, RSUs which represent 52,893,817 underlying Class A ordinary shares were outstanding (which do not include the Class A ordinary shares underlying the vested RSUs), and 18,144 shares underlying such RSUs were held by XPeng Fortune Holdings Limited, which has been established for our share incentive plan.
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. -142- Table of Contents In addition, executive officers have agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and for a period of time following the last date of employment.
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.
The 2025 CEO Award shall vest after the 12 months vesting period, upon satisfaction of certain performance targets. C. Board Practices Our board of directors consists of six directors, including one executive director, one non-executive director and four independent non-executive directors.
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. * Less than 1% of our total outstanding shares. ** The business address for our directors and executive officers is No. 8 Songgang Road, Changxing Street, Cencun, Tianhe District, Guangzhou, Guangdong 510640, People’s Republic of China.
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. * The business address for our directors and executive officers is No.10, Cencun Fengzhuang Avenue, Tianhe District, Guangzhou, Guangdong 510640, People’s Republic of China.
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.
Wu received his master’s degree in business administration from Yale University in 2012, and his bachelor’s degree in economics from Shanghai University of International Business and Economics in 2006. -141- Table of Contents 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.
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.
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 * October 2025 Jiaming (James) Wu Vice President of Finance and Accounting * July 2023 Donghao Yang Independent Non-executive Director * 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. -145- Table of Contents (1) In June 2025, the annual general meeting approved our board of directors’ grant of 28,506,786 RSUs (each RSU represent equal number of the underlying Class A ordinary share) to Mr.
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.
As of March 31, 2026, the total number of ordinary shares outstanding was 1,911,658,601, comprising 1,562,950,344 Class A ordinary shares and 348,708,257 Class B ordinary shares, excluding 2,195,880 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 Plan and 2025 Scheme.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.
Our non-executive director does not have a service contract with us that provides for benefits upon termination of service.
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.
Simplicity Holding 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, according to the Form 3 filed by Mr. Xiaopeng He on March 18, 2026.
Our board of directors may determine compensation to be paid to the directors and the executive officers.
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.
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.
Galaxy Dynasty Limited is wholly-owned by Mr. 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.
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.
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.
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.
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. 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 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.
For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” 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.
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.
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. Yudong Chen is an independent non-executive director of our company. Mr.
Volkswagen Finance Luxemburg S.A. is a company incorporated under the laws of Luxembourg, with its principal business office at 19/21 route d’Arlon, Block B, L - 8009 Strassen, Luxembourg. Volkswagen Finance Luxemburg S.A. is a wholly-owned subsidiary of Volkswagen AG, which is deemed to be the beneficial owner of the shares held by Volkswagen Finance Luxemburg S.A.
Volkswagen Nominee is a company incorporated under the laws of Luxembourg, with its principal business office at 19/21 route d’Arlon, Block B, L - 8009 Strassen, Luxembourg, according to the statement on Schedule 13G filed on December 8, 2023.
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.
Administration The 2025 Scheme is administered by the ESOP committee established by our board of directors. The administrator will determine the terms and conditions of each equity award. Duration Unless terminated earlier, the 2025 Scheme will be valid and effective for a period of ten years from the date of its adoption, which is June 27, 2025.
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.
To our knowledge, as of March 31, 2026, a total of 430,369,056 Class A ordinary shares (representing approximately 27.5% 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.
(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.
(7) Represents 83,600,181 Class A ordinary shares in which Blackrock Inc. held long position for the purpose of the SFO through a series of controlled entities, certain of which are subject to cash settled unlisted derivatives, and on the other hand, Blackrock Inc. also held short position for the purpose of the SFO in 1,703,040 Class A ordinary shares through certain controlled entities, certain of which are subject to cash settled unlisted derivatives, according to the notice of Disclosure of Interest filed on March 27, 2026.
Removed
Wu received his master’s degree in business administration from Yale University in 2012, and his bachelor’s degree in economics from Shanghai University of International Business and Economics in 2006. Yonghai Chen is our vice president of product planning. Mr. Chen joined the Group as vice president since January 2022. Prior to joining the Group, Mr.
Added
Chen has been serving as an independent director of Friend Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 605050.SH), since April 2024 and served as a director of Weifu High-Technology Group Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 000581.SZ), from March 2012 to May 2024.
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Chen served as the vice president of products of AutoNavi Holdings Limited from 2014 to 2021. Mr. Chen graduated from Beijing Jiaotong University and obtained a master’s degree in safety technology and engineering in 2006.
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From May 2008 to December 2023, Mr. Chen successively served as the executive vice president and the president of Bosch (China) Investment Co., Ltd. Mr. Chen served as the vice president of gasoline engine system division of Bosch Group from February 2007 to May 2008. Mr.
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In addition, executive officers have agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and for a period of time following the last date of employment.
Added
Chen served as the chief engineer of Greater China division, commercial director and general manager of the business unit of China division of Delphi Automotive Group from December 1998 to January 2006. Mr. Chen obtained his bachelor’s degree in electric motor from Chongqing University in July 1982.
Removed
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.
Added
He also studied at University of Michigan from August 1987 to June 1991 and obtained his master’s and doctor’s degree in machinery manufacturing. Mr. Chen also obtained a master’s degree in business administration from Michigan State University in May 1998. Fengying Wang is our president. Ms. Wang has over 30 years of experience in automotive industry.
Removed
(1) Our company has conditionally granted a total of 28,506,786 RSUs under the 2025 Scheme to Mr.
Added
Amendment and Termination The 2019 Plan may at any time be amended or terminated with the approval of the board. -143- Table of Contents 2025 Scheme In March 2025, our board of directors further adopted an additional share incentive scheme, or the 2025 Scheme.
Removed
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 2025 Scheme was approved by the shareholders at the annual general meeting of the Company on June 27, 2025.
Removed
(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
The total number of Class A ordinary shares which may be issued in respect of all awards to be granted under the 2025 Scheme and any other share schemes or plans of the Company, shall not in aggregate exceed 10% of the total number of ordinary shares in issue as at the date on which the 2025 Scheme is approved by the shareholders.
Removed
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
Upon the effectiveness of the 2025 Scheme on June 27, 2025, the 2019 Plan was discontinued so that no further grant will be made under the 2019 Plan.
Removed
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
However, all RSUs granted under the 2019 Plan before the effectiveness of the 2025 Scheme remain valid and are able to be vested, lapsed and cancelled pursuant to the terms and conditions of the 2019 Plan. The following paragraphs describe the principal terms of the 2025 Scheme.
Added
Scheme Mandate Limit Unless otherwise approved by the shareholders in accordance with the 2025 Scheme, the total number of Class A ordinary shares which may be issued in respect of all awards to be granted under the 2025 Scheme and any other share schemes or plans of the Company must not in aggregate exceed 10% of the total number of Shares of the Company (including the Class A ordinary shares and Class B ordinary shares) in issue (excluding treasury shares) as at the adoption date of the 2025 Scheme.
Added
Change of Control In the event of a change of control, the board of directors or its delegate(s) may accelerate the vesting, purchase awards from holders or provide for the assumption, conversion or replacement of awards, on such terms and conditions as the board of directors or its delegate(s) determines to be appropriate.
Added
Award Agreements Awards granted under the 2025 Scheme are evidenced by award agreements that set forth the terms, conditions and limitations for each award, which must be consistent with the 2025 Scheme. Vesting Schedule The vesting schedule of each award granted under the 2025 Scheme will be set forth in the award agreement for such award.
Added
Clawback Mechanism The Company has right to recover the amount of any erroneously awarded award, vested or unvested, settled or unsettled, delivered or undelivered, in accordance with our policy regarding the recovery of erroneously awarded incentive-based compensation, as amended from time to time, and in the following circumstances in accordance with the 2025 Scheme: -144- Table of Contents • The board or its delegate(s) have the right to (i) forfeit any unvested award granted to a grantee and (ii) cause any vested but not yet exercised and/or settled award to lapse immediately, in the event of: (a) any cause of a grantee; (b) any violation of a grantee to obligations of confidentiality or non-competition, or any leakage by such grantee of our trade secrets, intellectual property or proprietary information within a specified period after such grantee ceasing to be an eligible participant; (c) any conduct of a grantee that has materially adverse effect to the reputation or interests of any member of the Group within a specified period after such grantee ceasing to be an eligible participant; or (d) in respect of any award which is performance linked, any material misstatement in our audited financial statements that requires a restatement, or any circumstances indicating the prescribed performance targets were assessed or calculated in a materially inaccurate manner. • The Company have the right to (i) require such grantee to surrender some or all of the Class A ordinary shares (including in the form of ADSs) underlying the awards which have been issued to the grantee or the grantee’s transferee for no consideration or (ii) require such grantee to pay the Company in cash or other property in lieu of the Class A ordinary shares (including in the form of ADSs) underlying the awards which the grantee has received from the company.
Added
Alteration Subject to applicable laws and other terms and conditions under the 2025 Scheme, our board of directors may alter the terms of the 2025 Scheme to benefit the administration of such scheme.
Added
In addition, shareholders’ approval is required for any alterations to the terms and conditions of the 2025 Scheme which are of a material nature, any alterations relating to the advantage of grantees or eligible participants, or any changes to the authority of our directors, the board of directors or its delegate(s) in connection with any alteration of the terms of the 2025 Scheme.
Added
Termination The shareholders in general meeting by ordinary resolution or our board of directors may at any time terminate the 2025 Scheme.
Added
He under 2025 Scheme (the “2025 CEO Award”). The 2025 CEO Award consists of three vesting tranches, 9,502,262 RSUs per tranche, with a vesting schedule based entirely on the attainment of market conditions, assuming continued employment through each vesting date.
Added
Each of the three vesting tranches of the 2025 CEO Award will vest upon the arithmetic average closing price of the shares as stated in the Hong Kong Stock Exchange’s daily quotations sheet for any 30 consecutive business days first reaches or exceeds HK$250, HK$500 and HK$750.
Added
He (the “Proposed Grant”), which shall vest after 12 months vesting period upon satisfaction of certain performance targets, according to the Form 3 filed by Mr. Xiaopeng He on March 18, 2026. (2) According to the Form 3 filed by Mr.
Added
Ji-Xun Foo on March 18, 2026, he is a director of GGV (Xpeng) Limited and may be deemed to have shared voting and dispositive power over 3,997,555 Class A ordinary shares held by GGV (Xpeng) Limited. However, Mr. Ji-Xun Foo disclaims beneficial ownership of these shares, except to the extent of his proportionate pecuniary interest therein.
Added
(3) Represents (i) 5,000,000 Class A ordinary shares held by Hongdi Brian Gu, and (ii) 32,155,185 Class A ordinary shares held by Quack Holding Limited, according to the Form 3 filed by Mr. Hongdi Brian Gu on March 18, 2026.
Added
(5) Represents 109,384,580 Class A ordinary shares in which JPMorgan Chase & Co. held long position for the purpose of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) through a series of controlled entities, certain of which are subject to cash settled or physically settled derivatives, and on the other hand, JPMorgan Chase & Co. held short position for the purpose of the SFO in 87,706,080 Class A ordinary shares, certain of which are subject to cash settled or physically settled derivatives, and also held lending pool for the purpose of the SFO in 26,534,937 Class A ordinary shares through certain controlled entities, according to the notice of Disclosure of Interest filed on March 27, 2026. -151- Table of Contents (6) Represents 94,079,255 Class A ordinary shares held by Volkswagen Nominee.
Added
Volkswagen Nominee is a wholly-owned subsidiary of Volkswagen AG, which is deemed to be the beneficial owner of the shares held by Volkswagen Nominee.

Item 7. Management's Discussion & Analysis

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

8 edited+3 added−10 removed0 unchanged
Biggest changeAs 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.
Biggest changeHe of a de minimis amount. As of December 31, 2024, amounts due to Mr. He represent payables for purchased services to and advances from the companies significantly influenced by Mr. He of RMB9.4 million and a de minimis amount, respectively. As of December 31, 2025, amounts due to 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.
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, 2023, amounts due from 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 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.
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.
Organizational Structure.” Employment Agreements and Indemnification Agreements See “Item 6. 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 Plans.” C. Interests of Experts and Counsel Not Applicable.
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.
He represent the payables for purchased services amounting to RMB1.1 million to the companies significantly influenced by Mr. He. On September 29, 2023, the Company entered into share purchase agreements with Dogotix and its shareholders, which include a wholly-owned company of Mr.
He represent the receivables for operation support service and sales of goods amounting to RMB44.8 million and RMB 2.4 million to the companies significantly influenced by Mr. He. As of December 31, 2023, amounts due from Mr.
He represent receivables for operation support service and sales of goods amounting to RMB41.9 million and RMB1.8 million, respectively, to the companies significantly influenced by Mr. He. As of December 31, 2025, amounts due from Mr.
( 广东汇天航空航天科技有限公司 , “Guangdong Huitian”), pursuant to which Guangdong Xiaopeng and Guangdong Huitian agreed to cooperate in the research and development, manufacture, sales and after-sales service of flying vehicles, and Guangdong Xiaopeng will provide R&D service, technology consulting service and sales agent service to Guangdong Huitian. Guangdong Huitian is significantly influenced by Mr. He.
( 广东汇天航空航天科技有限公司 , “Guangdong Huitian”), pursuant to which Guangdong Xiaopeng and Guangdong Huitian agreed to cooperate in the research and development, manufacture, sales and after-sales service of flying vehicles, and Guangdong Xiaopeng will provide R&D service, technology consulting service and sales agent service to Guangdong Huitian. The 2024 Cooperation Framework Agreement expired on December 31, 2025.
He, pursuant to which, the shareholders of Dogotix agreed to sell and the Company agreed to purchase 74.82% of the total issued shares of Dogotix as of the same day for a total consideration of approximately US$98.96 million. On January 2, 2024, Guangdong Xiaopeng entered into a cooperation framework agreement with Guangdong Huitian Aerospace Technology Co., Ltd.
He, pursuant to which, the shareholders of Dogotix agreed to sell and the Company agreed to purchase 74.82% of the total issued shares of Dogotix as of the same day for a total consideration of approximately US$98.96 million.
Removed
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.
Added
He represent the receivables for operation support service, sales of goods and sales of property, plant and equipment amounting to RMB95.9 million, RMB5.3 million and RMB0.9 million, respectively, to the companies significantly influenced by Mr. He. -152- Table of Contents As of December 31, 2023, amounts due to Mr. He represent advances from the companies influenced by Mr.
Removed
Set forth below is a description of the registration rights under this agreement.
Added
On January 2, 2024, Guangdong Xiaopeng entered into a cooperation framework agreement (the “2024 Cooperation Framework Agreement”) with Guangdong Huitian Aerospace Technology Co., Ltd.
Removed
Required Registration Rights At any time or from time to time after the date that is six months after the closing of our initial public offering, holders holding 25% or more of the registrable securities have the right to request that we effect a registration under the Securities Act covering the registration of all or part of their registrable securities, so long as the anticipated aggregate offering price to the public of such registrable securities is no less than $5,000,000.
Added
On August 22, 2025, Guangdong Xiaopeng further entered into a new cooperation framework agreement with Guangdong Huitian, effective from January 1, 2026 to December 31, 2028, to continue the cooperation on flying vehicles. Guangdong Huitian is significantly influenced by Mr. He. Contractual Arrangements with the Group VIEs and Their Respective Shareholders See “Item 4. Information on the Company—C.
Removed
We, however, are not obligated to effect a required registration if we have already effected two required registrations, unless less than 50% of the registrable securities sought to be included in the required registration were sold.
Removed
Piggyback Registration Rights If we propose to file a registration statement in connection with a public offering of securities of our company, other than relating to (i) an employee share option plan, (ii) corporate reorganization or transaction under Rule 145 of the Securities Act, (iii) on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities, or (iv) a registration in which the only shares being registered are those issuable upon conversion of debt securities, then we must offer each holder of the registrable securities the opportunity to include their shares in the registration statement.
Removed
Form F-3 Registration Rights When eligible for use of form F-3, holders of the registrable securities have the right to request in writing that we file a registration statement on Form F-3. Registration pursuant to Form F-3 registration rights will not be deemed to be a required registration.
Removed
We, 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.
Removed
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.
Removed
We will not, however, be required to pay for any expenses of any registration proceeding begun pursuant to required registration rights, if the registration request is subsequently withdrawn at the request of the holders of a majority of the registrable securities requested to be registered, subject to certain exceptions.
Removed
Termination of Registration Rights The registration rights discussed above shall terminate (i) five years after our initial public offering, or (ii) with respect to any holder, the date on which such holder may sell all of its registrable securities under Rule 144 of the Securities Act in any three-month period. Employment Agreements and Indemnification Agreements See “Item 6.

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