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August 31, 2023
Xiaopeng He
Chairman and Chief Executive Officer
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 for the
Fiscal Year Ended December 31, 2022
File No. 001-39466
Dear Xiaopeng He:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 158
1. We note the
certification by your Chair and CEO attached as Exhibit 15.3 in connection
with your required
submission under paragraph (a). Please supplementally describe any
materials that were
reviewed and tell us whether you relied upon any legal opinions or
third party
certifications such as affidavits as the basis for your submission. In your
response, please
provide a similarly detailed discussion of the materials reviewed and
legal opinions or third
party certifications relied upon in connection with the required
disclosures under
paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
Xiaopeng He
XPeng Inc.
August 31, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note your statement under Item 16I that your consolidated foreign
operating entities
are incorporated or otherwise organized in the PRC. However, the list of
subsidiaries in
Exhibit 8.1 appears to indicate that you have subsidiaries outside the
PRC. Please provide
the disclosures required under Item 16I(b) for yourself and your
consolidated foreign
operating entities in your supplemental response, or tell us how your
current disclosure
meets this requirement.
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.
Please contact Christopher Dunham at 202-551-3783 or Jennifer Gowetski at
202-551-
3401 with any questions
Sincerely,
FirstName LastNameXiaopeng He
Division of
Corporation Finance
Comapany NameXPeng Inc.
Disclosure Review
Program
August 31, 2023 Page 2
cc: Yi Gao
FirstName LastName