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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

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 6, 2023

(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)
   
x 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.

 

 

 

 

 

 

CUSIP No. 98422D105 SCHEDULE 13G Page 2 of 8

 

  1. Names of Reporting Persons
Volkswagen AG
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
0
 
6.

Shared Voting Power

94,079,255 Class A ordinary shares (1)

 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
94,079,255 Class A ordinary shares (1)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
94,079,255 Class A ordinary shares
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
6.1% of Class A Ordinary Shares (2)(3)
 
  12. Type of Reporting Person (See Instructions)
HC, CO
           

 

 

1It represents 94,079,255 Class A ordinary shares held by Volkswagen Finance Luxemburg S.A., a wholly-owned subsidiary of Volkswagen AG.
2The shares beneficially owned by the Reporting Persons represent 4.99% of the total issued and outstanding ordinary shares of the Issuer and 1.9% of the total voting power of the Issuer. These percentages are based on the total 1,885,355,830 issued and outstanding ordinary shares of the Issuer, comprising of (1) 1,536,647,573 Class A ordinary shares and (2) 348,708,257 Class B ordinary shares, based on information provided by the Issuer in its report on Form 6-K dated December 6, 2023. The percentage of voting power is calculated by dividing the voting power beneficially owned by such person by the voting power of all of Class A and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, 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 into 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.
3This percentage is based on the total 1,536,647,573 issued and outstanding Class A ordinary shares of the Issuer, based on information provided by the Issuer in its report on Form 6-K dated December 6, 2023.

 

 

 

 

CUSIP No. 98422D105 SCHEDULE 13G Page 3 of 8

 

  1.

Names of Reporting Persons

Volkswagen Finance Luxemburg S.A..

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Luxembourg

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5.

Sole Voting Power

0

 
6.

Shared Voting Power

94,079,255 Class A ordinary shares (1)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

94,079,255 Class A ordinary shares (1)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

94,079,255 Class A ordinary shares (1)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)

6.1% of Class A Ordinary Shares (2)(3)

 
  12.

Type of Reporting Person (See Instructions)

CO

           

 

 

1It represents 94,079,255 Class A ordinary shares held by Volkswagen Finance Luxemburg S.A., a wholly-owned subsidiary of Volkswagen AG.
2The shares beneficially owned by the Reporting Persons represent 4.99% of the total issued and outstanding ordinary shares of the Issuer and 1.9% of the total voting power of the Issuer. These percentages are based on the total 1,885,355,830 issued and outstanding ordinary shares of the Issuer, comprising of (1) 1,536,647,573 Class A ordinary shares and (2) 348,708,257 Class B ordinary shares, based on information provided by the Issuer in its report on Form 6-K dated December 6, 2023. The percentage of voting power is calculated by dividing the voting power beneficially owned by such person by the voting power of all of Class A and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, 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 into 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.
3This percentage is based on the total 1,536,647,573 issued and outstanding Class A ordinary shares of the Issuer, based on information provided by the Issuer in its report on Form 6-K dated December 6, 2023.

 

 

 

 

CUSIP No. 98422D105 SCHEDULE 13G Page 4 of 8

 

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)

Names of Person Filing:

 

This statement is filed by the following entities (collectively, the “Reporting Persons”):

 

  (i) Volkswagen AG; and

 

  (ii)

Volkswagen Finance Luxemburg S.A. (“VFL”)

 

This Schedule 13G relates to Class A ordinary shares directly beneficially owned by VFL. Volkswagen AG is the parent organization of VFL.

 

  (b) Address of Principal Business Office or, if none, Residence:

 

  (i)

Volkswagen AG

 

The address of the principal business office of Volkswagen AG is located at:

Berliner Ring 2, 38440

Wolfsburg, Germany

     
  (ii) The address of the principal business office of VFL is located at:
19/21 route d'Arlon, Block B
L - 8009 Strassen
Luxembourg 

 

  (c)

Citizenship:

Volkswagen AG – Germany

VFL – Luxembourg

 

  (d)

Title and Class of Securities:

 

Class A ordinary shares, US$0.00001 par value per share, of the Issuer.

 

  (e)

CUSIP No.:

98422D105

 

This CUSIP number applies to the Issuer's American Depositary Shares, 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.

 

 

 

 

CUSIP No. 98422D105 SCHEDULE 13G Page 5 of 8

 

Item 4. Ownership

  

Reporting
Person(1)

  Amount
beneficially
owned(1)		   Percent
of class(2)(3)		   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		 
Volkswagen AG  94,079,255   6.1%   0   94,079,255   0   94,079,255 
VFL  94,079,255   6.1%   0   94,079,255   0   94,079,255 

 

(1) Each of the Reporting Persons may be deemed the beneficial owner of 94,079,255 Class A ordinary shares held directly by VFL.
(2) The shares beneficially owned by the Reporting Persons represent 4.99% of the total issued and outstanding ordinary shares of the Issuer and 1.9% of the total voting power of the Issuer. These percentages are based on the total 1,885,355,830 issued and outstanding ordinary shares of the Issuer, comprising of (1) 1,536,647,573 Class A ordinary shares and (2) 348,708,257 Class B ordinary shares, based on information provided by the Issuer in its report on Form 6-K dated December 6, 2023.
(3) Each of the Reporting Persons may be deemed the beneficial owner of approximately 6.1% of Class A ordinary shares issued and outstanding and this percentage is based on the total 1,536,647,573 issued and outstanding Class A ordinary shares of the Issuer, based on information provided by the Issuer in its report on Form 6-K dated December 6, 2023.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  Not applicable.
   
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
   
  See disclosure in Item 2 hereof.
   
Item 8. Identification and Classification of Members of the Group
   
  Not applicable.
   
Item 9. Notice of Dissolution of Group
   
  Not applicable.
   
Item 10. Certification

 

Each of the Reporting Persons hereby makes the following certification:  

 

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.      

 

 

 

 

CUSIP No. 98422D105 SCHEDULE 13G Page 6 of 8

 

SIGNATURE

 

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: December 8, 2023

 

VOLKSWAGEN AG  
   
By: /s/ Sven Fuhrmann  
Name: Sven Fuhrmann  
Title: Head of Group Investments  
   
By: /s/ Dr. Marcus Hellmann  
Name: Dr. Marcus Hellmann  
Title: Senior Counsel  

 

 

 

 

CUSIP No. 98422D105 SCHEDULE 13G Page 7 of 8

 

SIGNATURE

 

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: December 8, 2023

 

Volkswagen Finance Luxemburg S.A.  
   
By: /s/ Frank Mitschke  
Name: Frank Mitschke  
Title: Managing Director  
   
By: /s/ Julie Roeser  
Name: Julie Roeser  
Title: Daily Business Manager  

 

 

 

 

CUSIP No. 98422D105 SCHEDULE 13G Page 8 of 8

 

EXHIBIT INDEX

 

Exhibit No.   Description
   
99.1   Joint Filing Agreement

 

Attention: Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to their beneficial ownership of Class A ordinary shares of XPeng Inc. and further agree that this Joint Filing Agreement be included as an exhibit thereto. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

 

 

 

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of December 8, 2023.

 

VOLKSWAGEN AG  
     
By: /s/ Sven Fuhrmann    
Name:  Sven Fuhrmann  
Title:  Head of Group Investments  

 

By: /s/ Dr. Marcus Hellmann    
Name:  Dr. Marcus Hellmann  
Title:  Senior Counsel  

 

 

 

 

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of December 8, 2023.

  

Volkswagen Finance Luxemburg S.A.  
     
By: /s/ Frank Mitschke    
Name:  Frank Mitschke  
Title:  Managing Director  
     
By: /s/ Julie Roeser    
Name:  Julie Roeser  
Title:  Daily Business Manager