United States securities and exchange commission logo

                             June 29, 2020

       Hongdi Brian Gu
       Vice Chairman and President
       XPENG INC.
       No. 8 Songgang Road, Changxing Street
       Cencun, Tianhe District, Guangzhou
       Guangdong 510640
       People   s Republic of China

                                                        Re: XPENG INC.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted June 2,
                                                            CIK No. 0001810997

       Dear Mr. Gu:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form F-1 submitted June 2, 2020

       Implications of Being a Foreign Private Issuer . . ., , page 6

   1.                                                   Please reconcile your
disclosure here, page 61 and page 155 regarding whether you intend
                                                        to follow your home
country's corporate governance practice. If you do intend to follow
                                                        your home country's
practice, also revise your disclosure on page 61 to clarify on which of
                                                        the "three exemptions"
you intend to rely given that you list five exemptions.
       Implications of Being an Emerging Growth Company, page 6

   2.                                                   Please provide us with
supplemental copies of all written communications, as defined in
 Hongdi Brian Gu
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         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
         behalf, have presented or expect to present to potential investors in
reliance on Section
         5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of those
Risk Factors, page 14

3.       We note the disclosure on page 6 that you will be a "controlled
company" upon
         completion of this offering. Though you do not currently intend to
utilize the corporate
         governance exemptions available to you, please revise to disclose
those exemptions and
         the related risks to investors.
4.       We note the different voting rights applicable to Class A and Class B
shares. Please
         disclose the risk that your multi-class structure may render your
shares ineligible for
         inclusion in certain stock market indices, and thus adversely affect
share price and
         liquidity. Please also tell us how you will determine whether more
than 50 percent of its
         outstanding voting securities are owned of record by U.S. residents
for purposes of
         satisfying the foreign private issuer definition. See Securities Act
Rules Compliance and
         Disclosure Interpretation Question 203.17.
The COVID-19 outbreak . . ., , page 19

5.       Please quantify the magnitude of the reduction in sales during your
first quarter as a result
         of the outbreak. Please also expand to clarify whether the your
suppliers are unable to
         provide you materials and, if so, the availability of alternative
ADS holders may not be entitled to a jury trial . . ., , page 58

6.       Please revise to discuss whether the limitations on liability
mentioned on page 169 and
         jury trial waiver provision apply if an ADS holder withdraws the
ordinary shares from the
         depository. Please also revise to clarify the jurisdictional provision
cited in this risk
         factor. Further, disclose that investors cannot waive compliance with
the federal
         securities laws.
Capitalization, page 66

7.       It appears you have only considered your equity in the determination
of your
         capitalization. Please note, your total capitalization table should
also include your short
         and long term debt balances. Please modify your presentation
accordingly and refer to
         Item 3.B of Form 20-F for guidance.
Dilution, page 67

8.       Please revise to clarify how the numbers and percentages in the table
on page 68 would
         change, assuming the exercise of the options and warrants and
acquisition of RSUs
         mentioned in the last paragraph on that page.
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Management's Discussion and Analysis of Financial Condition and Results of
Commitments, page 87

9.       It appears you should expand your table of contractual obligations to
include purchase
         commitments for good and services, obligations under you contract
         arrangement and estimated interest expense on your debt obligations.
Please modify your
         disclosure accordingly.
Principal Shareholders, page 147

10.      Please identify each of the natural persons who have or share voting
and/or dispositive
         powers or right to receive the economic benefit over the shares held
by the entities listed
         in the table.
Registration Rights, page 163

11.      Please clarify whether the registration rights agreement is part of
the shareholders
         agreement referenced here, or a separate agreement. If its a separate
agreement, please
         file it as an exhibit. Please also revise to describe the nature and
extent of the registration
         rights granted pursuant to the agreement.
Taxation, page 174

12.      If, as indicated by Exhibits 8.1, 8.2 and 8.3, the disclosure in this
section represents the
         opinion of counsel, please revise to identify counsel, that the
disclosure represents their
         opinion and clearly identify and articulate the opinion being
Underwriting, page 181

13.      Please tell us where in this section you describe the directed share
and directed ADS
         program cross-referenced on pages 10 and 11.
Financial Statements
Summary of Significant Accounting Policies
Note (r) Revenue Recognition
Customer Upgrade Program, page F-28

14.      We note your disclosure for the optional trade-in right offered in
your Customer Upgrade
         Program. Please clarify for us and in your disclosure where
applicable, the following
             Your disclosure indicates you are essentially providing a discount
on a future
             purchase of a vehicle, but also repurchasing the original model
vehicle. Please
             provide additional details of the exact terms of your trade-in
program. It is unclear
             how your program results in a sales discount.
             Please clarify if your repurchase of the original G3 2019 model is
at a fixed pre-
             determined price (guaranteed trade-in value) or if the vehicles
will be repurchased at
 Hongdi Brian Gu
June 29, 2020
Page 4
           fair market value.
             Please tell us how you considered whether or not the contract
modification for your
           trade-in program represented a conversion to a lease agreement for
those customers
           who have elected the trade-in option.

15.   Please file as an exhibit the lock-up agreement mentioned on page 172.
        You may contact Kevin Stertzel at (202) 551-3723 or John Cash,
Accounting Branch
Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements
and related matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay
Ingram, Legal
Branch Chief, at (202) 551-3397 with any other questions.

FirstName LastNameHongdi Brian Gu
                                                           Division of
Corporation Finance
Comapany NameXPENG INC.
                                                           Office of
June 29, 2020 Page 4
cc:       Kevin P. Kennedy
FirstName LastName