UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XPeng Inc.
(Name of Issuer)
Class A ordinary shares, US$0.00001 par value per share
(Title of Class of Securities)
98422D105(1)
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1) | This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A ordinary shares. |
SCHEDULE 13G
CUSIP No. 98422D105
| 1 |
Names of Reporting Persons
Heng Xia | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
People’s Republic of China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
61,150,459 (1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
61,150,459 (1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
61,150,459 (1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
4.5% of Class A ordinary shares, assuming conversion of the Class B ordinary shares beneficially owned by the Reporting Person into Class A ordinary shares. (2) | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents (i) 61,137,879 Class B ordinary shares and (ii) 12,580 Class A ordinary shares held by Efficiency Investment Limited. |
| (2) | The percentage of the class of securities beneficially owned by the Reporting Person is calculated based on (i) 1,301,319,044 Class A ordinary shares outstanding as of December 31, 2021 and (ii) 61,137,879 Class B ordinary shares beneficially owned by the Reporting Person as of December 31, 2021, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares. |
| 1 |
Names of Reporting Persons
Efficiency Investment Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
61,137,879 (1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
61,137,879 (1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
61,137,879 (1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
4.5% of Class A ordinary shares, assuming conversion of the Class B ordinary shares beneficially owned by the Reporting Person into Class A ordinary shares. (2) | |||||
| 12 | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents 61,137,879 Class B ordinary shares held by Efficiency Investment Limited. |
| (2) | The percentage of the class of securities beneficially owned by the Reporting Person is calculated based on (i) 1,301,319,044 Class A ordinary shares outstanding as of December 31, 2021 and (ii) 61,137,879 Class B ordinary shares beneficially owned by the Reporting Person as of December 31, 2021, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares. |
Item 1.
| (a) | Name of Issuer: |
XPeng Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
No. 8 Songgang Road
Changxing Street
Cencun, Tianhe District
Guangzhou, Guangdong 510640
People’s Republic of China
Item 2.
| (a) | Name of Person Filing: |
This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Heng Xia; and |
| (ii) | Efficiency Investment Limited, a limited liability company established in the British Virgin Islands. |
| (b) | Address of Principal Business Office or, if none, Residence: |
| (i) | Heng Xia |
The address of the principal business office of Heng Xia is located at:
c/o XPeng Inc.
No. 8 Songgang Road, Changxing Street, Cencun, Tianhe District, Guangzhou, Guangdong 510640, People’s Republic of China
| (ii) | Efficiency Investment Limited |
The address of the principal business office of Efficiency Investment Limited is located at:
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands
| (c) | Citizenship: |
Heng Xia — People’s Republic of China
Efficiency Investment Limited — British Virgin Islands
| (d) | Title and Class of Securities: |
Class A ordinary shares, US$0.00001 par value per share, of the Issuer.
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible to one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
| (e) | CUSIP No.: |
98422D105
This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer.
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4. Ownership
| Reporting Person(1) |
Amount beneficially owned(1) |
Percent of class(2) |
Sole power to vote or direct to vote(1) |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of(1) |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||
| Heng Xia |
61,150,459 | 4.5 | % | 61,150,459 | 0 | 61,150,459 | 0 | |||||||||||||||||
| Efficiency Investment Limited |
61,137,879 | 4.5 | % | 61,137,879 | 0 | 61,137,879 | 0 | |||||||||||||||||
| (1) | As of December 31, 2021, Efficiency Investment Limited held 61,137,879 Class B ordinary shares and 12,580 Class A ordinary shares. Efficiency Investment Limited is wholly owned by Mr. Heng Xia, who is deemed to be the beneficial owner of the shares held by Efficiency Investment Limited. As of December 31, 2021, the voting power of shares beneficially owned by Heng Xia represented 11.3% of the total voting power of all outstanding shares of the Issuer. |
| (2) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on (i) 1,301,319,044 Class A ordinary shares outstanding as of December 31, 2021 and (ii) the number of Class B ordinary shares beneficially owned by the Reporting Person as of December 31, 2021, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 17, 2022
| Heng Xia | ||
| /s/ Heng Xia | ||
| Heng Xia | ||
| Efficiency Investment Limited | ||
| By: | /s/ Heng Xia | |
| Name: | Heng Xia | |
| Title: | Authorized Signatory | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.00001 par value per share, of XPeng Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 17, 2022.
| HENG XIA | ||
| By: | /s/ Heng Xia | |
| Name: | Heng Xia | |
| EFFICIENCY INVESTMENT LIMITED | ||
| By: | /s/ Heng Xia | |
| Name: | Heng Xia | |
| Title: | Authorized Signatory | |