SIMPSON THACHER & BARTLETT

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD, CENTRAL

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

September 27, 2022                    

CONFIDENTIAL AND VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Mr. Martin James

Form 20-F

Response Dated September 7, 2022

File No. 001-39466

Ladies and Gentlemen:

On behalf of our client, XPeng Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 13, 2022 (the “September 13 Comment Letter”), relating to the Company’s responses to the Staff’s comments contained in the letter dated August 3, 2022 and the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 28, 2022 (the “Annual Report”).

Set forth below are the Company’s responses to the Staff’s comments in the September 13 Comment Letter. The Staff’s comments are retyped below in bold italic font for your ease of reference. Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Annual Report.

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MICHAEL J.C.M. CEULEN     MARJORY J. DING     DANIEL FERTIG     ADAM C. FURBER     YI GAO     MAKIKO HARUNARI     IAN C. HO     JONATHAN HWANG     ANTHONY D. KING     JIN HYUK PARK     CHRISTOPHER K.S. WONG

RESIDENT PARTNERS

SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:

NEW YORK                     BEIJING                     BRUSSELS                     HOUSTON                     LONDON                     LOS ANGELES                     PALO ALTO                     SÃO PAULO                     TOKYO                     WASHINGTON, D.C.

Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

Form 20-F filed April 28, 2022

Conventions that Apply to this Annual Report on Form 20-F, page 1

The Company proposes to replace the referenced definition, starting on page 1 of the Annual Report, with the following in its future annual reports on Form 20-F:

“China” and the “PRC” are to the People’s Republic of China, including Hong Kong Special Administrative Region and Macau Special Administrative Region, unless referencing specific laws and regulations adopted by the PRC and other legal or tax matters only applicable to mainland China; “PRC subsidiaries” and “PRC entities” refer to entities established in accordance with PRC laws and regulations;

The Company respectfully advises the Staff that it does not conduct material business operations in Hong Kong or Macau. As a result, the Company is not subject to material operational risks associated with Hong Kong or Macau.

The Company proposes to include the following disclosure to page 52 of its future annual report on Form 20-F:

Judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, subject to certain conditions, including but not limited to when the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties or similar charges, the judgment is final and conclusive and has not been stayed or satisfied in full, the proceedings in which the judgment was obtained were not contrary to natural justice and the enforcement of the judgment is not contrary to public policy of Hong Kong, Hong Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common law enforcement. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor, and there can be no assurance that such legal action in Hong Kong would be resolved in favor of the judgment debtor.

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Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

Item 3. Key Information

Contractual Arrangements with the Group VIEs and Their Shareholders, page 4

The Company proposes to include the following disclosure to page 5 its future annual report on Form 20-F:

Furthermore, the Chinese regulatory authorities could disallow the VIE structure. If we are unable to assert our control over the assets of the Group VIEs, we may experience disruptions to our business, and the value of our Class A ordinary shares and ADSs may decline.

The Company respectfully advises the Staff that the operations of its Group VIEs do not constitute a material aspect of the Group’s operations. The Group’s core business is vehicle manufacturing and sales. The Group VIEs, which consist of Zhipeng IoV, Yidian Chuxing and Xintu Technology, are not critical to the Group’s core business.

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Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

Furthermore, the Group VIEs do not represent a material percentage of the Group’s financial position, results of operations, or cash flows, as of and for each period presented in the Annual Report. For further details, please refer to the Company’s responses to the Staff’s prior comments 1, 3 and 6 in the letter dated September 7, 2022, as well as the Company’s responses to the Staff’s comment 3 in this letter. Based on the above, in the event that the VIE structure is disallowed, the Company does not expect to experience a material disruption in its operations or a material change in the value of its securities.

In the sample letter issued by the Division of Corporation Finance on December 20, 2021 to China Based Companies, the Staff indicated in Point 10 that the aforementioned requested information should be provided if VIEs are a material part of the consolidated financial statements. As articulated above, the Group VIEs are not a material part of the consolidated financial statements. The Company believes that they are immaterial and that the cost of providing such condensed consolidating schedules would exceed any benefit to an investor. To demonstrate that the VIEs are immaterial to the consolidated financial statements, presented in Appendix A hereto is summarized financial information of the combined Group VIEs in relationship to the comparative line item in the consolidated financial statements for the periods presented.

The Company respectfully advises the Staff that the selected financial data of the Group VIEs as presented in Appendix A are immaterial to the Group as of and for each of the periods presented. In the future, if the Group establishes any material Group VIE, or if any of the existing Group VIEs becomes material to the Group, the Company undertakes to disclose a condensed consolidating schedule relating to such material Group VIE(s) in accordance with the Staff’s comment 3 in its future annual reports on Form 20-F.

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Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

If the Staff still has additional questions regarding this matter, the Company respectfully requests the opportunity to discuss on a call at the Staff’s convenience prior to the issuance of any additional comments.

Operations in China, page 5

The Company acknowledges the Staff’s comment and will reflect in its future annual reports on Form 20-F (i) the current regulatory landscape related to the Statement of Protocol, (ii) whether the Company’s auditor is subject to the PCAOB’s reassessed determinations, and (iii) whether and how the HFCAA and related regulations will affect the Company.

Restrictions on Transfer of Funds , page 6

Please refer to the Company’s response to the Staff’s comment 3 in this letter for the financial information related to the Group VIEs for the periods and as of the dates presented. Based on the financial information presented in response to the Staff’s comment 3, the gross amount of the cash flows and transfers of other assets, including those relating to intercompany transactions (e.g. service charges), between the Group VIEs and other entities within the Group are immaterial to the Group for each of the periods presented. Consequently, the Company believes that disclosure of cash flows and transfers of other assets between the VIEs, subsidiaries and the holding company is not necessary and would not impact investor decisions.

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Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

The Company respectfully advises the Staff that each of the Group VIEs recorded immaterial losses for each of the periods presented, respectively, and recognized immaterial technical service fee expenses under the VIE contractual agreements (agreements with equity owned Group entities) for each of the periods presented, respectively. The Company believes that disclosure of technical service fee amounts under the VIE contractual agreements is not necessary, as such amounts are immaterial to the Group and would not impact investor decisions.

The Company proposes to add the following disclosure to page 7 of its future annual report on Form 20-F: The subsidiaries did not declare any dividends or make distributions to the holding company for each of the years presented. The consolidated Group VIEs do not pay dividends to the subsidiaries or the holding company but rather transfer funds through technical service fees. The service fees charged between the Group VIEs and other entities within the Group were immaterial for each of the years presented.

The Company proposes to revise its original disclosure, starting on page 7 of the Annual Report, as follows in its future annual reports on Form 20-F: Since inception, we have not declared or paid any dividends on our ordinary shares or ADSs. We do not have any present plan to declare or pay any dividends on our ordinary shares or ADSs in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

In the future, if the Group establishes any material Group VIE, or if any of the existing Group VIEs becomes material to the Group, the Company undertakes to disclose cash flows, asset transfers and dividend distributions relating to such material Group VIE(s) in accordance with the Staff’s comment 5 in its future annual reports on Form 20-F.

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If you have any question regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email), or Kai Fan at +852-2514-7515 (work), +852-6139-9879 (mobile) or kfan@stblaw.com (email).

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Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

cc:        XPeng Inc.

Hsueh-Ching Lu, Vice President of Finance and Accounting

Yeqing Zheng, General Counsel

Simpson Thacher & Bartlett

Kai Fan

PricewaterhouseCoopers Zhong Tian LLP

Alex Chan

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Appendix A

Selected Condensed Consolidated Balance Sheets Data

Selected Condensed Consolidated Statements of Comprehensive Loss Data

Notes:

8

Selected Condensed Consolidated Cash Flows Data

Notes:

The gross cash flow information of the Group VIEs and Group VIEs’ subsidiary illustrate that the operating cash inflows (cash generated) and outflows (cash expended) of the Group VIEs and Group VIEs’ subsidiary are insignificant in relation to the consolidated financial information.

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Intercompany receivables and payables of the Group VIEs due from / to other entities within the Group

Intercompany transactions between the Group VIEs and other entities within the Group

Intercompany cash flows between the Group VIEs and other entities within the Group

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