SEC Comment Letter 0000000000-23-009682 to XPENG INC. (XPEV, XPNGF) (CIK 0001810997) (XPEV)
XPENG INC. (XPEV, XPNGF) (CIK 0001810997)
Date: Aug. 31, 2023 · CIK: 0001810997 · Accession: 0000000000-23-009682
AI Filing Summary & Sentiment
File numbers found in text: 001-39466
Letter
United States securities and exchange commission logo 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
FirstName LastNameXiaopeng He Comapany NameXPeng Inc. August 31, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Disclosure Review Program cc: Yi Gao
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United States securities and exchange commission logo
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
FirstName LastNameXiaopeng He
Comapany NameXPeng Inc.
August 31, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Disclosure Review Program
cc: Yi Gao