United States securities and exchange commission logo

                               August 3, 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
                                                            Filed April 28,
                                                            File No. 001-39466

       Dear Mr. Lu:

              We have reviewed your filing 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

              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.

       Form 20-F filed April 28, 2022

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

   1.                                                   Please revise to
disclose prominently that you are not a Chinese operating company but a
                                                        Cayman Islands holding
company with operations conducted by your subsidiaries and
                                                        through contractual
arrangements with a variable interest entity (VIE) based in China and
                                                        that this structure
involves unique risks to investors. If true, disclose that these contracts
                                                        have not been tested in
court. Explain whether the VIE structure is used to provide
                                                        investors with exposure
to foreign investment in China-based companies where Chinese
                                                        law prohibits direct
foreign investment in the operating companies, and disclose that
                                                        investors may never
hold equity interests in the Chinese operating company. Your
 Hsueh-Ching Lu
FirstName  LastNameHsueh-Ching Lu
August     NameXPENG INC.
       3, 2022
Page 2 3, 2022 Page 2
FirstName LastName
         disclosure should acknowledge that Chinese regulatory authorities
could disallow this
         structure, which 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. Provide
a cross-reference to
         your detailed discussion of risks facing the company and the offering
as a result of this
2.       Revise to provide early in the section a diagram of the company   s
corporate structure,
         identifying the person or entity that owns the equity in each depicted
entity. Describe all
         contracts and arrangements through which you claim to have economic
rights and exercise
         control that results in consolidation of the VIE   s operations and
financial results into your
         financial statements. Identify clearly the entity in which investors
are purchasing their
         interest and the entity(ies) in which the company   s operations are
conducted. Describe the
         relevant contractual agreements between the entities and how this type
of corporate
         structure may affect investors and the value of their investment,
including how and why
         the contractual arrangements may be less effective than direct
ownership and that the
         company may incur substantial costs to enforce the terms of the
arrangements. Disclose
         the uncertainties regarding the status of the rights of the Cayman
Islands holding company
         with respect to its contractual arrangements with the VIE, its
founders and owners, and the
         challenges the company may face enforcing these contractual agreements
due to legal
         uncertainties and jurisdictional limits.

3.       We note the Parent Company Only financial statements presented on
pages F-90 to F-94.
         Please revise this section to provide in tabular form 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
         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.       Revise to provide prominent disclosure about the legal and operational
risks associated
         with being based in or having the majority of the company   s
operations in China. Your
         disclosure should make clear whether these risks could result in a
material change in your
         operations and/or the value of your securities or could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless. Your
disclosure should address
         how recent statements and regulatory actions by China   s government,
such as those
         related to the use of variable interest entities and data security or
anti-monopoly concerns,
 Hsueh-Ching Lu
FirstName  LastNameHsueh-Ching Lu
August     NameXPENG INC.
       3, 2022
Page 3 3, 2022 Page 3
FirstName LastName
         have or may impact the company   s ability to conduct its business,
accept foreign
         investments, or list on a U.S. or other foreign exchange.
5.       Revise to disclose prominently whether and how the Accelerating
Holding Foreign
         Companies Accountable Act, and related regulations will affect your
company, including
         the time frame change in PCAOB inspections for two consecutive years
instead of three
Restrictions on Transfer of Funds, page 6

6.       Revise to provide a clear description of how cash is transferred
through your organization.
         Disclose your intentions to distribute earnings or settle amounts owed
under the VIE
         agreements. 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
distributions made to U.S.
         investors, the source, and their tax consequences. Your disclosure
should make clear if no
         transfers, dividends, or distributions have been made to date.
Describe any restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors. Describe any restrictions and limitations on your
ability to distribute
         earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to
         the parent company and U.S. investors as well as the ability to settle
amounts owed under
         the VIE agreements.
Item 3.D. Risk Factors, page 9

7.       Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         securities may decline in value or become worthless if the
determinations, changes, or
         interpretations result in your inability to assert contractual control
over the assets of your
         PRC subsidiaries or the VIEs that conduct all or substantially all of
your operations.
8.       We note your disclosure about the Holding Foreign Companies
Accountable Act. Please
         expand your risk factors to disclose that the United States Senate has
passed the
         Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of    non-inspection years    from three years to
two years, and thus,
         would reduce the time before your securities may be prohibited from
trading or delisted.
         Update your disclosure to reflect that the Commission adopted rules to
implement the
         HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
         Commission of its determination that it is unable to inspect or
investigate completely
         accounting firms headquartered in mainland China or Hong Kong.
Disclose whether you
         have been or expect to be identified by the Commission under the HFCAA
and what
         impact this may have on your ability to continue to offer your
 Hsueh-Ching Lu
August 3, 2022
Page 4
9.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your securities. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
10.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please revise your disclosure to explain how this oversight
impacts your
         business and your offering and to what extent you believe that you are
compliant with the
         regulations or policies that have been issued by the CAC to date.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       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
August 3, 2022 Page 4                                         Office of
FirstName LastName