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United States securities and exchange commission logo
September 13, 2022
Hsueh-Ching Lu
Vice President of Finance
XPENG INC.
No. 8 Songgang Road
Changxing Street Cencun
Tianhe District
Guangzhou, Guangdong 510640
People's Republic of China
Re: XPENG INC.
Form 20-F
Response Dated
September 7, 2022
File No. 001-39466
Dear Mr. Lu:
We have reviewed your September 7, 2022, response to our comment
letter 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 3, 2022 letter.
Form 20-F filed April 28, 2022
Conventions that Apply to this Annual Report on Form 20-F, page 1
1. Please revise the
definition of "PRC or China" on page 1 to include Hong Kong and
Macau and clarify that
the only time that "PRC or China" does not include Hong Kong or
Macau is when you
reference specific laws and regulations adopted by the PRC.
Additionally, clarify
that the legal and operational risks associated with operating in
China also apply to
operations in Hong Kong and Macau. Lastly, discuss any
commensurate laws and
regulations in Hong Kong and Macau, where applicable
throughout the
prospectus, and the risks and consequences to you associated with those
Hsueh-Ching Lu
FirstName LastNameHsueh-Ching Lu
XPENG INC.
Comapany 13,
September NameXPENG
2022 INC.
September
Page 2 13, 2022 Page 2
FirstName LastName
laws and regulations. As an example, expand your disclosure related to
the enforceability
of civil liabilities in Hong Kong.
ITEM 3. KEY INFORMATION
Contractual Arrangements with the Group VIEs and Their Shareholders, page 4
2. We note your response to our prior comment 1. It appears that the
operations of your
Group VIEs constitute a material aspect of the operations of your
company, and that, if
Chinese authorities disallow this structure, it would likely result in
a material change in
your operations and/or a material change in the value of your
securities, including that it
could cause the value of such securities to significantly decline or
become worthless.
Please revise accordingly.
3. We note your response to our prior comment 3. Please revise to provide
a condensed
consolidating schedule that disaggregates the operations and depicts
the financial position,
cash flows, and results of operations as of the same dates and for the
same periods for
which audited consolidated financial statements are required. The
schedule should present
major line items, such as revenue and cost of goods/services, and
subtotals and
disaggregated intercompany amounts, such as separate line items for
intercompany
receivables and investment in subsidiary. The schedule should also
disaggregate the
parent company, the VIEs and its consolidated subsidiaries, the Wholly
Foreign-Owned
Enterprises, or WFOEs, that are the primary beneficiary of the VIEs,
and an aggregation
of other entities.
Operations in China, page 5
4. We note that your auditor, PricewaterhouseCoopers Zhong Tian LLP, is
headquartered in
China. We also note that on August 26, 2022, the PCAOB signed a
Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of
Finance of the PRC
to allow the PCAOB to inspect and investigate completely registered
public accounting
firms headquartered in China and Hong Kong, consistent with the HFCAA,
and that under
the agreement, the PCAOB will be required to reassess its
determinations by the end of
2022. In future filings please ensure that your disclosure reflects
the current regulatory
landscape related to the Statement of Protocol, whether your auditor
is subject to the
PCAOB s reassessed determinations, and whether and how the HFCAA and
related
regulations will affect your company.
Restrictions on Transfer of Funds , page 6
5. We note your response to our prior comment 6. Quantify any cash flows
and transfers of
other assets by type that have occurred between the holding company,
its subsidiaries, and
the consolidated VIEs, and direction of transfer. Quantify any
dividends or distributions
that a subsidiary or consolidated VIE have made to the holding company
and which entity
made such transfer, and their tax consequences. Similarly quantify
dividends or
Hsueh-Ching Lu
XPENG INC.
September 13, 2022
Page 3
distributions made to U.S. investors, the source, and their tax
consequences.
You may contact Kevin Stertzel at (202) 551-3723 or Martin James at
(202) 551-3671 if
you have questions regarding these comments.
FirstName LastNameHsueh-Ching Lu Sincerely,
Comapany NameXPENG INC.
Division of
Corporation Finance
September 13, 2022 Page 3 Office of
Manufacturing
FirstName LastName