REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
representing two Class A ordinary shares |
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US$0.00001 per share |
* | Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares. |
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Emerging growth company |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
• | “ADAS” are to advanced driver assistance systems, which are designed to assist drivers in driving and parking functions; |
• | “ADSs” are to American depositary shares, each of which represents two Class A ordinary shares; |
• | “affiliate shareholders of the Group VIEs” are to (i) the individual shareholders of the Group VIEs and (ii) Guangzhou Kuntu Technology Co., Ltd., or Kuntu Technology, which holds all of equity interest in Xintu Technology; Mr. Heng Xia and Mr. Tao He are the ultimate beneficial owners of equity interest in Kuntu Technology; for avoidance of doubt, affiliate shareholders of the Group VIEs do not include Guangzhou Xiaopeng Motors Technology Co., Ltd., or Xiaopeng Technology, which is our subsidiary and holds 50% of equity interest in Zhipeng IoV, or Guangzhou Xiaopeng Zhihui Chuxing Technology Co., Ltd., or Xiaopeng Chuxing, which is our subsidiary and holds 50% of equity interest in Yidian Chuxing; |
• | “AI” are to artificial intelligence; |
• | “app” are to computer program designed to run on smartphones and other mobile services; |
• | “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region; |
• | “E/E architecture” or “EEA” are to electrical/electronic architecture; |
• | “EV” or “electric vehicle” are to the battery electric vehicle used for the carriage of passengers; |
• | “the Group” are to XPeng Inc., the Group VIEs and their respective subsidiaries; |
• | “Group VIEs” are to (i) Guangzhou Zhipeng IoV Technology Co., Ltd., or Zhipeng IoV, and (ii) Guangzhou Yidian Zhihui Chuxing Technology Co., Ltd., or Yidian Chuxing, and (iii) Guangzhou Xintu Technology Co., Ltd, or Xintu Technology; |
• | “ICE” are to internal combustion engine; |
• | “individual shareholders of the Group VIEs” are to (i) Mr. Heng Xia, who holds 40% of equity interest in Zhipeng IoV and 10% of equity interest in Yidian Chuxing, (ii) Mr. Tao He, who holds 10% of equity interest in Zhipeng IoV, and (iii) Mr. Xiaopeng He, who holds 40% of equity interest in Yidian Chuxing; |
• | “LFP battery” are to lithium iron phosphate battery; |
• | “LIDAR” are to light detection and ranging; |
• | “mid- to high-end segment” are to the segment in China’s passenger vehicle market with prices ranging from RMB150,000 to RMB400,000, not including any government subsidy; |
• | “MIIT” are to the Ministry of Industry and Information Technology of the People’s Republic of China; |
• | “NEDC” are to New European Driving Cycle, which is designed to assess the emission levels of car engines and fuel economy in passenger vehicles; |
• | “NEV” are to new energy passenger vehicles, comprising of battery electrics vehicles, plug-in hybrid electric vehicles (including extended-range electric vehicles) and fuel cell electric vehicles; |
• | “OEM” are to automotive original equipment manufacturer; |
• | “ordinary shares” are to our Class A ordinary shares, US$0.00001 par value per share and Class B ordinary shares, US$0.00001 par value per share; each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to 10 votes; |
• | “OTA” are to over-the-air; |
• | “RMB” or “Renminbi” are to the legal currency of China; |
• | “Smart EV” are to electric vehicles with a rich array of connectivity, advanced driver assistance systems and AI technology features; |
• | “Subsidiaries” are to an entity controlled by XPeng Inc. and consolidated with XPeng Inc.’s results of operations due to XPeng Inc.’s equity interest in such entity, instead of contractual arrangements; for avoidance of doubt, the Group VIEs are not subsidiaries of XPeng Inc.; |
• | “SUV” are to sport utility vehicle; |
• | “US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States; |
• | “XPeng,” “we,” “us,” “our company” and “our” are to XPeng Inc. and/or its subsidiaries, as the context requires; and |
• | “2019 Equity Incentive Plan” are to the equity incentive plan of our company approved and adopted in June 2020, as amended and restated in June 2021. |
• | our goal and strategies; |
• | our expansion plans; |
• | our future business development, financial condition and results of operations; |
• | expected changes in our revenues, costs or expenditures; |
• | the trends in, and size of, China’s EV market; |
• | our expectations regarding demand for, and market acceptance of, our products and services; |
• | our expectations regarding our relationships with customers, suppliers, third-party service providers, strategic partners and other stakeholders; |
• | competition for, among other things, capital, technology and skilled personnel, in our industry; |
• | the impact of COVID-19 pandemic on our business, results of operations and financial condition; |
• | changes to regulatory and operating conditions in the industry and geographical markets in which we operate; and |
• | general economic and business conditions. |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
• | We have a limited operating history and face significant challenges as a new entrant into our industry. |
• | As we continue to grow, we may not be able to effectively manage our growth, which could negatively impact our brand and financial performance. |
• | Our research and development efforts may not yield expected results. |
• | If our Smart EVs, including software systems, fail to offer a good mobility experience and meet customer expectations, our business, results of operations and reputation would be materially and adversely affected. |
• | We may be subject to risks associated with ADAS technologies. |
• | Our customers may cancel their orders despite their deposit payment and online confirmation. |
• | China’s passenger vehicle market is highly competitive, and demand for EVs may be cyclical and volatile. |
• | We have incurred significant losses and negative cash flows from operating activities, all of which may continue in the future. |
• | The continuing shortage in the supply of semiconductors may be disruptive to the Group’s operations and adversely affect our business, results of operations and financial condition. |
• | Our business plans require a significant amount of capital. If we fail to obtain required external financing to sustain our business, we may be forced to curtail or discontinue the Group’s operations. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict the Group’s operations or our ability to pay dividends. |
• | The unavailability, reduction or elimination of government and economic incentives or government policies that are favorable for new energy vehicles and domestically produced vehicles could materially and adversely affect our business, financial condition and results of operations. |
• | The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our results of operations. |
• | We depend on revenues generated from a limited number of Smart EV models. |
• | Actual or alleged failure to comply with laws, regulations, rules, policies and other obligations regarding privacy, data protection, cybersecurity and information security could subject us to significant reputational, financial, legal and operational consequences. For instance, any misuse of AI technology, such as facial recognition technology, may have a material adverse effect on our reputation and results of operations. |
• | Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies. The Chinese government may intervene or influence the Group’s operations at any time, and may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which could result in a material change in the Group’s operations and the value of our Class A ordinary shares and ADSs. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A ordinary shares and ADSs to investors and cause the value of such securities to significantly decline or be worthless. |
• | For instance, on December 24, 2021, the China Securities Regulatory Commission, or the CSRC, released draft new rules, which are open for public comments until January 23, 2022, that would impose filing requirements on certain “indirect overseas offering and listing” of PRC domestic companies. While, as of the date of this annual report, we have not been informed by any PRC governmental authority of any requirement that we shall apply for approval or filing for our initial public offering in the U.S. in August 2020, our follow-on public offering completed in December 2020 or our listing on the Hong Kong Stock Exchange and the associated public offering in July 2021, if the CSRC or other relevant PRC government authorities subsequently determine that prior approval or filings procedure is required for our initial public offering in the U.S. in August 2020, our follow-on public offering completed in December 2020 or our listing on the Hong Kong Stock Exchange and the associated public offering in July 2021, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory authorities. Any failure to obtain the relevant approval or complete the filings and other relevant regulatory procedures may subject us to regulatory actions or other sanctions from the CSRC or other PRC regulatory authorities, which may have a material adverse effect on our business, operations or financial conditions. |
• | There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations. In addition, rules and regulations in China can change quickly with little advance notice. |
• | The audit report included in this annual report is prepared by an auditor who is not inspected by the U.S. Public Company Accounting Oversight Board and, as such, our investors are deprived of the benefits of such inspection. |
• | Due to the enactment of the Holding Foreign Companies Accountable Act, or the HFCA Act, we may not be able to maintain our listing on the NYSE. Among other things, the HFCA Act provides if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our securities from being traded on a national securities exchange or in the over the counter trading market in the U.S. In the event of such determination by the SEC, the NYSE would delist our ADSs. As stated in its report dated December 16, 2021, the PCAOB has determined that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor as an independent registered public accounting firm. |
• | Certain PRC regulations establish more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions. |
• | PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits. |
• | Revenue contributions from the Group VIEs have not been material. Nonetheless, if the PRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, our Class A ordinary shares and ADSs may decline in value if we are unable to assert our contractual control rights over the assets of the Group VIEs. |
• | Our contractual arrangements with the Group VIEs may result in adverse tax consequences to us. |
• | We rely in part on contractual arrangements with Zhipeng IoV, Yidian Chuxing and the respective affiliate shareholders of such Group VIEs to operate the value-added telecommunications business. We rely on contractual arrangements with Xintu Technology and its affiliate shareholder, which enabled us to operate land surface mobile surveying and preparing true three-dimensional maps and navigation electronic maps. Such contractual arrangements may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business. |
• | If we exercise the option to acquire equity ownership of the Group VIEs, the ownership transfer may subject us to certain limitations and substantial costs. |
• | The affiliate shareholders of the Group VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. 50% of equity interest in Zhipeng IoV is held by us, and Mr. Heng Xia, our co-founder, executive director and president, and Mr. Tao He, our co-founder and senior vice president, hold 40% and 10% of equity interest in Zhipeng IoV, respectively. 50% of equity interest in Yidian Chuxing is held by us, and Mr. Xiaopeng He, our co-founder, chairman and chief executive officer, and Mr. Heng Xia hold 40% and 10% of equity interest in Yidian Chuxing, respectively. Kuntu Technology currently holds all of the equity interest in Xintu Technology. |
• | design and produce safe, reliable and quality vehicles on an ongoing basis; |
• | build a well-recognized and respected brand; |
• | expand our customer base; |
• | properly price our products and services; |
• | advance our technological capabilities in key areas, such as ADAS, intelligent operating system, electric powertrain and E/E architecture; |
• | successfully market our Smart EVs and our services, including our ADAS and various value-added services, such as insurance agency service, automotive loan referral and charging solutions; |
• | improve operating efficiency and economies of scale; |
• | operate our manufacturing plant in a safe and cost-efficient manner; |
• | attract, retain and motivate our employees; |
• | anticipate and adapt to changing market conditions, including changes in consumer preferences and competitive landscape; and |
• | navigate a complex and evolving regulatory environment. |
• | managing a larger organization with a greater number of employees in different divisions; |
• | controlling expenses and investments in anticipation of expanded operations; |
• | establishing or expanding design, manufacturing, sales and service facilities, as well as charging network; |
• | implementing and enhancing administrative infrastructure, systems and processes; and |
• | executing our strategies and business initiatives successfully. |
• | an increase in the cost, or decrease in the available supply, of materials used in the battery cells, such as lithium, nickel, cobalt and manganese, which would in turn result in an increase in the cost of lithium battery cells; |
• | disruption in the supply of battery cells due to quality issues or recalls by battery cell manufacturers; and |
• | the inability or unwillingness of our current battery cell manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium cells required to support the growth of the EV industry as demand for such battery cells increases. |
• | perceptions about EV quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs, whether or not such vehicles are produced by us or other OEMs; |
• | perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technologies, such as ADAS and lithium battery cells; |
• | the limited range over which EVs may be driven on a single battery charge and the speed at which batteries can be charged; |
• | the decline of an EV’s range resulting from deterioration over time in the battery’s ability to hold a charge; |
• | the availability of other types of NEVs, including plug-in hybrid electric vehicles; |
• | improvements in the fuel economy of the internal combustion engine; |
• | the availability of after-sales service for EVs; |
• | the environmental consciousness of consumers; |
• | access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost for charging an EV; |
• | the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles; |
• | perceptions about and the actual cost of alternative fuel; and |
• | macroeconomic factors. |
• | cease offering Smart EVs or services that incorporate or use the challenged intellectual property; |
• | pay substantial damages; |
• | seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; |
• | redesign our Smart EVs or relevant services which would incur significant cost; or |
• | establish and maintain alternative branding for our Smart EVs and services. |
• | difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; |
• | inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits including the failure to successfully further develop the acquired technology; |
• | difficulties in retaining, training, motivating and integrating key personnel; |
• | diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing businesses; |
• | strain on our liquidity and capital resources; |
• | difficulties in executing intended business plans and achieving synergies from such strategic investments or acquisitions; |
• | difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization; |
• | difficulties in retaining relationships with existing suppliers and other partners of the acquired business; |
• | risks of entering markets in which we have limited or no prior experience; |
• | regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; |
• | assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; |
• | liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and |
• | unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions. |
• | the trade war between the two countries since 2018; |
• | the COVID-19 pandemic; |
• | the PRC National People’s Congress’ passage of Hong Kong national security legislation; |
• | the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S. government, and the imposition of sanctions on certain individuals from the U.S. by the Chinese government; |
• | various executive orders issued by the U.S. government, which include, among others, |
• | the executive order issued in August 2020, as supplemented and amended from time to time, that prohibits certain transactions with ByteDance Ltd., Tencent Holdings Ltd. and the respective subsidiaries of such companies; |
• | the executive order issued in November 2020, as supplemented and amended from time to time, including, among others, by an executive order issued in June 2021, that prohibits U.S. persons from transacting publicly traded securities of certain Chinese companies named in such executive order; |
• | the executive order issued in January 2021, as supplemented and amended from time to time, that prohibits such transactions as are identified by the U.S. Secretary of Commerce with certain “Chinese connected software applications,” including Alipay and WeChat Pay; and |
• | the imposition and application of sanction blocking statutes by the Chinese government, including the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated by the MOFCOM, on January 9, 2021, which will apply to Chinese individuals or entities that are purportedly barred by a foreign country’s law from dealing with nationals or entities of a third country. |
• | fluctuations in foreign currency exchange rates; |
• | increased costs associated with maintaining the ability to understand the local markets and develop and maintain effective marketing and distributing presence in various countries; |
• | providing customer service and support in these markets; |
• | difficulty with staffing and managing overseas operations; |
• | failure to develop appropriate risk management and internal control structures tailored to overseas operations; |
• | difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which we offer or plan to offer our products and services including charging and other electric infrastructures; |
• | failure to obtain or maintain permits for our products or services in these markets; |
• | different safety concerns and measures needed to address accident related risks in different countries and regions; |
• | inability to obtain, maintain or enforce intellectual property rights; |
• | unanticipated changes in prevailing economic conditions and regulatory requirements; and |
• | trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses. |
• | revoking our relevant business and operating licenses; |
• | levying fines on us; |
• | confiscating any of our income that they deem to be obtained through illegal operations; |
• | shutting down our relevant services; |
• | discontinuing or restricting the Group’s operations in China; |
• | imposing conditions or requirements with which we may not be able to comply; |
• | requiring us to change our corporate structure and contractual arrangements; |
• | restricting or prohibiting our use of the proceeds from overseas offering to finance the Group VIEs’ business and operations; and |
• | taking other regulatory or enforcement actions that could be harmful to our business. |
• | the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; |
• | any determinations with respect to mergers or other business combinations; |
• | our disposition of substantially all of our assets; and |
• | any change in control. |
• | regulatory developments affecting us or our industry; |
• | announcements of studies and reports relating to the quality of our product offerings or those of our competitors; |
• | changes in the economic performance or market valuations of other providers of electric vehicles; |
• | actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; |
• | changes in financial estimates by securities research analysts; |
• | conditions in the EV market in China; |
• | announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; |
• | additions to or departures of our senior management; |
• | the implementation of the HFCA Act and future development in that regard; |
• | fluctuations of exchange rates between the Renminbi, the Hong Kong dollar and the U.S. dollar; |
• | release or expiry of lock-up or other transfer restrictions on our Class A ordinary shares or ADSs; and |
• | sales or perceived potential sales of additional Class A ordinary shares or ADSs. |
• | we have instructed the depositary that we do not wish a discretionary proxy to be given; |
• | we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; |
• | a matter to be voted on at the meeting would have an adverse impact on holders of ADSs; or |
• | the voting at the meeting is to be made on a show of hands. |
ITEM 4. |
INFORMATION ON THE COMPANY |
• | In December 2018, we started delivery of the G3, which is our first Smart EV and a compact SUV. |
• | In May 2020, we started delivery of the P7, which is our second Smart EV and a sports sedan. |
• | In March 2021, we started delivery of the P7 Wing, which is a limited edition designed to accentuate the sporty and dynamic styling of the sports sedan with scissor-style front doors that are traditionally only available in luxury sports vehicles. |
• | In March 2021, we introduced newer versions of the G3 and the P7 that are equipped with lithium iron phosphate battery to provide our customers with a wider variety of options. |
• | In April 2021, we unveiled the P5, which is our third Smart EV and a family sedan, and started delivery in September 2021. |
• | In July 2021, we introduced the G3i, which is the mid-cycle facelift version of the G3, and started delivery in August 2021. |
• | We have a strong pipeline of new Smart EVs. In November 2021, we unveiled the G9 and the official launch of the G9 is expected in the third quarter of 2022. |
• | G3i (compact SUV), with a wheelbase of 2,625 mm and NEDC range between 460 km and 520 km. |
• | P7 (sports sedan), with a wheelbase of 2,998 mm and NEDC range between 480 km and 706 km. |
• | P7 Wing (sports sedan), with a wheelbase of 2,998 mm and NEDC range between 562 km and 670 km. |
• | P5 (family sedan), with a wheelbase of 2,768 mm and NEDC range between 460 km and 600 km. |
For the three months ended |
||||||||||||||||||||||||||||||||||||
March 31, 2020 |
June 30, 2020 |
September 30, 2020 |
December 31, 2020 |
March 31, 2021 |
June 30, 2021 |
September 30, 2021 |
December 31, 2021 |
March 31, 2022 |
||||||||||||||||||||||||||||
G3 (including G3i) |
2,271 |
2,903 |
2,368 |
4,437 |
5,366 |
5,876 |
5,691 |
12,788 |
4,648 |
|||||||||||||||||||||||||||
P7 |
— |
325 |
6,210 |
8,527 |
7,974 |
11,522 |
19,731 |
21,342 |
19,427 |
|||||||||||||||||||||||||||
P5 |
— |
— |
— |
— |
— |
— |
244 |
7,621 |
10,486 |
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|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
2,271 |
3,228 |
8,578 |
12,964 |
13,340 |
17,398 |
25,666 |
41,751 |
34,561 |
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• | Insurance agency service . We assist our customers to obtain automotive insurances from insurance companies. To offer a convenient experience, we leverage the sentry mode function to help customers submit photos of accidents when making insurance claims. |
• | Automotive loan referral and auto financing . We cooperate with banks and connect them with customers who seek automotive financing solutions. To complement the banks’ services, we also offer auto financing to our customers through a wholly-owned subsidiary. Such auto financing program is treated as an installment payment program for accounting purposes and the Group records the relevant installment payment receivables on its balance sheets. |
• | Ride-hailing service . To enhance our brand recognition and allow more people to experience our Smart EVs, we have deployed a small number of our Smart EVs to offer ride-hailing service in Guangdong province on a trial basis. We have no current plan to scale up our ride-hailing service. |
• | Premium music subscription service . We introduced a premium music subscription via OTA firmware update in June 2020, which provides a high fidelity music experience supported by the premium audio system and ambient lighting in our Smart EVs. |
Function |
Number of Employees |
Percentage to Total |
||||||
Research and development |
5,271 | 38 | % | |||||
Sales and marketing |
6,277 | 45 | % | |||||
Manufacturing |
1,872 | 13 | % | |||||
General and administration |
101 | 1 | % | |||||
Operation |
457 | 3 | % | |||||
|
|
|
|
|||||
Total |
13,978 | 100 |
% | |||||
|
|
|
|
(1) | Investors in our Class A ordinary shares and ADSs are purchasing equity interest in XPeng Inc. |
(2) | We have the option to acquire the remaining 0.5% equity interest in Guangzhou Xiaopeng Motors Technology Co., Ltd., or Xiaopeng Technology, from the affiliate fund, in which we hold 75.5% of the economic interest and which is managed by an independent third party, and the affiliate fund has the right to require us to purchase such equity interest, in or before September 2022 at a purchase price equal to its initial investment plus an investment yield. |
(3) | Includes (i) 100 subsidiaries that are wholly-owned by Guangzhou Chengxing Zhidong Automotive Technology Co., Ltd., or Chengxing Zhidong, (ii) five subsidiaries and two limited partnerships of which a majority equity interest is held by Chengxing Zhidong, and (iii) Zhaoqing Xiaopeng New Energy Investment Co., Ltd., or Xiaopeng New Energy, of which 50% equity interest was held by Chenxing Zhidong as of December 31, 2021. Chengxing Zhidong and its subsidiaries are primarily involved in research and development, manufacturing and selling our Smart EVs and providing after-sales services. In January 2022, we acquired the remaining 50% equity interest in Xiaopeng New Energy, which has become our wholly-owned subsidiary. Xiaopeng New Energy holds an Enterprise Investment Project Filing Certificate of Guangdong Province for the Zhaoqing plant and has been listed in Announcement of the Vehicle Manufacturers and Products issued by the MIIT, which enables it to be a qualified manufacturer of EVs. |
(4) | Includes (i) ten subsidiaries that are wholly-owned by Guangdong Xiaopeng Automobile Industry Holdings Co., Ltd. and (ii) one subsidiary, of which 73.8% equity interest is held by Guangdong Xiaopeng Automobile Industry Holdings Co., Ltd. Guangdong Xiaopeng Automobile Industry Holdings Co., Ltd. and its subsidiaries are primarily involved in providing value-added services. |
(5) | 50% of equity interest in Zhipeng IoV is held by us, and Mr. Heng Xia, our co-founder, executive director and president, and Mr. Tao He, our co-founder and senior vice president, hold 40% and 10% of equity interest in Zhipeng IoV, respectively. |
(6) | 50% of equity interest in Yidian Chuxing is held by us, and Mr. Xiaopeng He, our co-founder, chairman and chief executive officer, and Mr. Heng Xia hold 40% and 10% of equity interest in Yidian Chuxing, respectively. |
(7) | Xintu Technology is wholly owned by Guangzhou Kuntu Technology Co., Ltd., or Kuntu Technology. The ultimate holding company of Kuntu Technology is Guangzhou Chengpeng Technology Co., Ltd., in which Mr. Heng Xia and Mr. Tao He hold 80% and 20% equity interest, respectively. |
• | the ownership structures of Xiaopeng Technology, Xiaopeng Chuxing and our consolidated VIEs in China do not and will not violate any applicable PRC law, regulation, or rule currently in effect; and |
• | the contractual arrangements among Xiaopeng Technology, Xiaopeng Chuxing, our consolidated VIEs and their shareholders governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and will not violate any applicable PRC law, regulation, or rule currently in effect. |
(1) | The individual shareholders shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; |
(2) | Zhipeng IoV shall not increase or reduce its registered capital, or cause it to merge with other entity; |
(3) | Zhipeng IoV shall not dispose of any material assets (other than in its ordinary course of business); |
(4) | Zhipeng IoV shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; |
(5) | The individual shareholders shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; |
(6) | Zhipeng IoV shall not distribute any distributable profit, bonus or dividend; |
(7) | Zhipeng IoV shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; |
(8) | Zhipeng IoV shall not amend its articles; and |
(9) | Zhipeng IoV shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation. |
(1) | The individual shareholders shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; |
(2) | Yidian Chuxing shall not increase or reduce the registered capital of the Company, or cause the Company to merge with other entity; |
(3) | Yidian Chuxing shall not dispose of any material assets (other than in its ordinary course of business); |
(4) | Yidian Chuxing shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; |
(5) | The individual shareholders shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; |
(6) | Yidian Chuxing shall not distribute any distributable profit, bonus or dividend; |
(7) | Yidian Chuxing shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; |
(8) | Yidian Chuxing shall not amend its articles; and |
(9) | Yidian Chuxing shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation. |
(1) | The shareholder shall not transfer or dispose in any manner the exclusive option or grant any security over or create any third party rights over the exclusive option; |
(2) | Xintu Technology shall not increase or reduce its registered capital, or cause it to merge with other entity; |
(3) | Xintu Technology shall not dispose of any material assets (other than in its ordinary course of business); |
(4) | Xintu Technology shall not terminate any material contract or enter into any contract that will conflict with existing material contracts; |
(5) | The shareholder shall not appoint or remove any director, supervisor or any other officer that should be appointed by them; |
(6) | Xintu Technology shall not distribute any distributable profit, bonus or dividend; |
(7) | Xintu Technology shall not take any action (including inaction) that will affect its continued existence or adopt any action that will lead to the possibility of its cessation of business, liquidation or dissolution; |
(8) | Xintu Technology shall not amend its articles; and |
(9) | Xintu Technology shall not lend or borrow any fund, provide guarantee or any form of security, or undertake any substantial obligations other than in its ordinary business operation. |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
• | In December 2018, we started delivery of the G3, which is our first Smart EV and a compact SUV. |
• | In May 2020, we started delivery of the P7, which is our second Smart EV and a sports sedan. |
• | In March 2021, we started delivery of the P7 Wing, which is a limited edition designed to accentuate the sporty and dynamic styling of the sports sedan with scissor-style front doors that are traditionally only available in luxury sports vehicles. |
• | In March 2021, we introduced newer versions of the G3 and the P7 that are equipped with lithium iron phosphate battery to provide our customers with a wider variety of options. |
• | In April 2021, we unveiled the P5, which is our third Smart EV and a family sedan, and started delivery in September 2021. |
• | In July 2021, we introduced the G3i, which is the mid-cycle facelift version of the G3, and started delivery in August 2021. |
• | As of December 31, 2021, we had delivered 54,457 units of the G3 (including G3i), 75,631 units of the P7 and 7,865 units of the P5. |
• | We have a strong pipeline of new Smart EVs. In November 2021, we unveiled the G9 and the official launch of the G9 is expected in the third quarter of 2022. |
• | G3i (compact SUV), with a wheelbase of 2,625 mm and NEDC range between 460 km and 520 km. |
• | P7 (sports sedan), with a wheelbase of 2,998 mm and NEDC range between 480 km and 706 km. |
• | P7 Wing (sports sedan), with a wheelbase of 2,998 mm and NEDC range between 562 km and 670 km. |
• | P5 (family sedan), with a wheelbase of 2,768 mm and NEDC range between 460 km and 600 km. |
• | China’s macroeconomic conditions and the growth of China’s overall passenger vehicle market, especially the mid- to high-end segment; |
• | Penetration rate of EVs in China’s passenger vehicle market, which is in turn affected by, among other things, (i) functionality and performance of EVs, (ii) total cost of ownership of EVs and (iii) availability of charging network; |
• | Development, and customer acceptance and demand, of smart technology functions, such as ADAS and smart connectivity; and |
• | Government policies and regulations for EVs and smart technology functions, such as subsidies for EV purchases and government grants for EV manufacturers. |
Year Ended December 31, |
||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
% |
|||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Vehicle sales |
2,171,231 | 93.5 | 5,546,754 | 94.9 | 20,041,955 | 95.5 | ||||||||||||||||||
Services and others |
149,988 | 6.5 | 297,567 | 5.1 | 946,176 | 4.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,321,219 |
100.0 |
5,844,321 |
100.0 |
20,988,131 | 100.0 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
% |
|||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||
Cost of sales |
||||||||||||||||||||||||
Vehicle sales |
2,733,531 | 117.8 | 5,350,479 | 91.6 | 17,733,036 | 84.5 | ||||||||||||||||||
Services and others |
145,829 | 6.3 | 227,853 | 3.9 | 632,540 | 3.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
2,879,360 |
124.1 |
5,578,332 |
95.5 |
18,365,576 | 87.5 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
2020 |
2021 |
||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
% |
|||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||
Selling, general and administrative expenses |
||||||||||||||||||||||||
Selling expenses |
668,602 | 57.4 | 1,737,765 | 59.5 | 4,276,366 | 80.6 | ||||||||||||||||||
General and administrative expenses |
495,967 | 42.6 | 1,182,884 | 40.5 | 1,029,067 | 19.4 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
1,164,569 |
100.0 |
2,920,649 |
100.0 |
5,305,433 |
100.0 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
• | provides all of the benefits received and consumed simultaneously by the customer; |
• | creates and enhances an asset that the customer controls as we perform; or |
• | does not create an asset with an alternative use to us and we have an enforceable right to payment for performance completed to date. |
Year Ended December 31, |
||||||||
2019 |
2020 |
|||||||
Expected term (years) |
7 | 7 | ||||||
Exercise price (RMB) |
0.0004 | 0.0004 | ||||||
Fair value of the ordinary shares on the date of option grant (RMB) |
8.36 ~ 8.60 | 8.36 ~ 8.53 | ||||||
Risk-free interest rate |
2.66% ~ 3.31% | 3.10% ~ 3.31% | ||||||
Expected dividend yield |
0.00% | 0.00% | ||||||
Expected volatility |
33.32% ~ 33.56% | 33.35% ~ 33.56% |
• | our operating and financial performance; |
• | current business conditions and projections; |
• | our stage of development; |
• | the prices, rights, preferences and privileges of our convertible preferred shares relative to our ordinary shares; |
• | the likelihood of occurrence of liquidity event and redemption event; |
• | any adjustment necessary to recognize a lack of marketability for our ordinary shares; and |
• | the market performance of industry peers. |
Year ended December 31, |
||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
% |
|||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Vehicle sales |
2,171,231 | 93.5 | 5,546,754 | 94.9 | 20,041,955 | 95.5 | ||||||||||||||||||
Services and others |
149,988 | 6.5 | 297,567 | 5.1 | 946,176 | 4.5 | ||||||||||||||||||
Total revenues |
2,321,219 |
100.0 |
5,844,321 |
100.0 |
20,988,131 |
100.0 |
||||||||||||||||||
Cost of sales |
||||||||||||||||||||||||
Vehicle sales |
(2,733,531 | ) | (117.8 | ) | (5,350,479 | ) | (91.6 | ) | (17,733,036 | ) | (84.5 | ) | ||||||||||||
Services and others |
(145,829 | ) | (6.3 | ) | (227,853 | ) | (3.9 | ) | (632,540 | ) | (3.0 | ) | ||||||||||||
Total cost of sales |
(2,879,360 |
) |
(124.1 |
) |
(5,578,332 |
) |
(95.5 |
) |
(18,365,576 |
) |
(87.5 |
) | ||||||||||||
Gross (loss) profit |
(558,141 |
) |
(24.1 |
) |
265,989 |
4.5 |
2,622,555 |
12.5 |
||||||||||||||||
Operating expenses |
||||||||||||||||||||||||
Research and development expenses |
(2,070,158 | ) | (89.2 | ) | (1,725,906 | ) | (29.5 | ) | (4,114,267 | ) | (19.6 | ) | ||||||||||||
Selling, general and administrative expenses |
(1,164,569 | ) | (50.2 | ) | (2,920,649 | ) | (50.0 | ) | (5,305,433 | ) | (25.3 | ) | ||||||||||||
Total operating expenses |
(3,234,727 |
) |
(139.4 |
) |
(4,646,555 |
) |
(79.5 |
) |
(9,419,700 |
) |
(44.9 |
) | ||||||||||||
Other income, net |
12,294 | 0.5 | 86,830 | 1.5 | 217,740 | 1.0 | ||||||||||||||||||
Loss from operations |
(3,780,574 |
) |
(163.0 |
) |
(4,293,736 |
) |
(73.5 |
) |
(6,579,405 |
) |
(31.4 |
) | ||||||||||||
Interest income |
88,843 | 3.8 | 133,036 | 2.3 | 743,034 | 3.5 | ||||||||||||||||||
Interest expenses |
(32,017 | ) | (1.4 | ) | (22,451 | ) | (0.4 | ) | (55,336 | ) | (0.3 | ) | ||||||||||||
Fair value gain on derivative liabilities |
27,679 | 1.2 | 1,362,025 | 23.3 | 79,262 | 0.4 | ||||||||||||||||||
Fair value gain on long-term investments |
— | — | — | — | 591,506 | 2.8 | ||||||||||||||||||
Other non-operating income, net |
4,397 | 0.2 | 90,364 | 1.5 | 383,833 | 1.8 | ||||||||||||||||||
Loss before income tax expenses |
(3,691,672 |
) |
(159.2 |
) |
(2,730,762 |
) |
(46.8 |
) |
(4,837,106 |
) |
(23.2 |
) | ||||||||||||
Income tax expenses |
(1 | ) | (0.0 | ) | (1,223 | ) | (0.0 | ) | (25,990 | ) | (0.1 | ) | ||||||||||||
Net loss |
(3,691,673 |
) |
(159.2 |
) |
(2,731,985 |
) |
(46.8 |
) |
(4,863,096 |
) |
(23.3 |
) |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
(RMB in thousands) |
||||||||||||
Summary Consolidated Cash Flow Data: |
||||||||||||
Net cash used in operating activities |
(3,562,765 | ) | (139,766 | ) | (1,094,591 | ) | ||||||
Net cash provided by (used in) investing activities |
740,296 | (4,406,161 | ) | (33,075,878 | ) | |||||||
Net cash provided by financing activities |
3,593,562 | 34,329,793 | 14,627,093 | |||||||||
Cash, cash equivalents and restricted cash at beginning of the year |
1,631,525 | 2,407,743 | 31,541,533 | |||||||||
Cash, cash equivalents and restricted cash at end of the year |
2,407,743 | 31,541,533 | 11,634,881 |
Payment due by period |
||||||||||||||||||||
Total |
Less than 1 Year |
1 – 3 Years |
3 – 5 Years |
More than 5 Years |
||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||
Short-term and long-term borrowings |
1,675,106 | — | — | 65,434 | 1,609,672 | |||||||||||||||
Operating lease liabilities |
1,806,289 | 441,012 | 602,137 | 364,454 | 398,686 | |||||||||||||||
Capital commitments for property, plant and equipment |
1,241,759 | 1,241,759 | — | — | — | |||||||||||||||
Interest on borrowings |
604,401 | 83,901 | 168,032 | 164,333 | 188,135 | |||||||||||||||
Purchase commitments for raw materials |
5,312,557 | 5,156,796 | 116,433 | 38,959 | 369 | |||||||||||||||
Capital commitments for investments |
20,000 | 20,000 | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
10,660,112 |
6,943,468 |
886,602 |
633,180 |
2,196,862 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Name |
Age |
Position | ||
Xiaopeng He | 44 | Co-founder, Chairman, Executive Director and Chief Executive Officer | ||
Heng Xia | 38 | Co-founder, Executive Director and President | ||
Yingjie Chen | 45 | Non-executive Director | ||
Qin Liu | 49 | Non-executive Director | ||
Ji-Xun Foo |
53 | Non-executive Director | ||
Fei Yang | 64 | Non-executive Director | ||
Donghao Yang | 50 | Independent Non-executive Director | ||
Fang Qu | 37 | Independent Non-executive Director | ||
HongJiang Zhang | 61 | Independent Non-executive Director | ||
Hongdi Brian Gu | 49 | Honorary Vice Chairman of the Board and President | ||
Tao He | 36 | Co-founder and Senior Vice President | ||
Qinghong Liao | 47 | Vice President of Sales and Services | ||
Hsueh-Ching Lu | 58 | Vice President of Finance and Accounting | ||
Xinzhou Wu | 46 | Vice President of Autonomous Driving | ||
Jack Han Xu | 71 | Vice President of Automotive Research and Development | ||
Ping Jiang | 66 | Vice President of Manufacturing | ||
Minghui Liu | 54 | Vice President of Powertrain |
Name |
Position |
Ordinary Shares Underlying Outstanding RSUs granted |
Grant Date | |||
Heng Xia | Co-founder, Executive Director and President |
* | June 2020 | |||
Hongdi Brian Gu | Honorary Vice Chairman of the Board and President | * | June 2020 | |||
* | July 2020 | |||||
Tao He | Co-founder and Senior Vice President |
* | June 2020 | |||
Qinghong Liao | Vice President of Sales and Services | * | June 2020 | |||
* | July 2020 | |||||
* | January 2022 | |||||
Hsueh-Ching Lu | Vice President of Finance and Accounting | * | June 2020 | |||
* | July 2020 | |||||
* | January 2022 | |||||
Xinzhou Wu | Vice President of Autonomous Driving | * | June 2020 | |||
* | July 2020 | |||||
* | January 2022 | |||||
Jack Han Xu | Vice President of Automotive Research and Development | * | June 2020 | |||
* | July 2020 | |||||
* | January 2022 | |||||
Ping Jiang | Vice President of Manufacturing | * | June 2020 | |||
* | July 2020 | |||||
* | January 2022 | |||||
Minghui Liu | Vice President of Powertrain | * | June 2020 | |||
* | July 2020 | |||||
* | January 2022 |
* | Less than 1% of our outstanding shares. |
• | conducting and managing the business of our company; |
• | representing our company in contracts and deals; |
• | appointing attorneys for our company; |
• | select senior management such as managing directors and executive directors; |
• | providing employee benefits and pension; |
• | managing our company’s finance and bank accounts; |
• | exercising the borrowing powers of our company and mortgaging the property of our company; and |
• | exercising any other powers conferred by the shareholders meetings or under our memorandum and articles of association, as amended and restated from time to time. |
• | selecting the independent auditor; |
• | pre-approving auditing and non-auditing services permitted to be performed by the independent auditor; |
• | annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company; |
• | setting clear hiring policies for employees and former employees of the independent auditors; |
• | reviewing with the independent auditor any audit problems or difficulties and management’s response; |
• | reviewing and, if material, approving all related party transactions on an ongoing basis; |
• | reviewing and discussing the annual audited financial statements with management and the independent auditor; |
• | reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; |
• | reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments; |
• | discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies; |
• | reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements; |
• | discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor; |
• | timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management; |
• | establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; |
• | annually reviewing and reassessing the adequacy of our audit committee charter; |
• | such other matters that are specifically delegated to our audit committee by our board of directors from time to time; |
• | meeting separately, periodically, with management, internal auditors and the independent auditor; and |
• | reporting regularly to the full board of directors. |
• | reviewing, evaluating and, if necessary, revising our overall compensation policies; |
• | reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our senior officers; |
• | reviewing and approving our senior officers’ employment agreements with us; |
• | setting performance targets for our senior officers with respect to our incentive compensation plan and equity-based compensation plans; and |
• | such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time. |
• | Developing and reviewing our company’s policies and practices on corporate governance and make recommendations to the board; |
• | Reviewing and monitoring the training and continuous professional development of directors and senior management; |
• | Reviewing and monitoring our company’s policies and practices on compliance with legal and regulatory requirements; |
• | Developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to employees and directors; |
• | Reviewing our company’s compliance with certain Hong Kong Listing Rules; |
• | Reviewing and monitoring whether our company is operated and managed for the benefit of all of its shareholders; |
• | Reviewing and monitoring the management of conflicts of interests and make a recommendation to the board on any matter where there is a potential conflict of interest; |
• | Reviewing and monitoring all risks related to our multiple class voting structure; and |
• | Reporting on the work of the corporate governance committee on at least a half-yearly and annual basis covering all areas of its terms of reference. |
• | each of our directors and executive officers; and |
• | each person known to us to beneficially own 5.0% or more of our Class A ordinary shares. |
Ordinary Shares Beneficially Owned |
||||||||||||||||||||
Class A ordinary shares |
Percentage of total Class A ordinary shares |
Class B ordinary shares |
Percentage of total ordinary shares† |
Percentage of aggregate voting power†† |
||||||||||||||||
Directors and Executive Officers:* |
||||||||||||||||||||
Xiaopeng He (1) |
— | — | 348,708,257 | 20.4 | % | 64.6 | % | |||||||||||||
Heng Xia (2) |
12,580 | * | 61,137,879 | 3.6 | % | 11.3 | % | |||||||||||||
Yingjie Chen (3) |
— | — | — | — | — | |||||||||||||||
Qin Liu |
— | — | — | — | — | |||||||||||||||
Ji-Xun Foo |
— | — | — | — | — | |||||||||||||||
Fei Yang |
— | — | — | — | — | |||||||||||||||
Donghao Yang |
— | — | — | — | — | |||||||||||||||
Fang Qu |
— | — | — | — | — | |||||||||||||||
HongJiang Zhang |
— | — | — | — | — | |||||||||||||||
Hongdi Brian Gu (4) |
38,113,462 | 2.9 | % | — | 2.3 | % | 0.7 | % | ||||||||||||
Tao He (5) |
17,612,580 | 1.4 | % | — | 1.0 | % | 0.3 | % | ||||||||||||
Qinghong Liao |
* | * | — | * | * | |||||||||||||||
Hsueh-Ching Lu |
* | * | — | * | * | |||||||||||||||
Xinzhou Wu |
* | * | — | * | * | |||||||||||||||
Jack Han Xu |
* | * | — | * | * | |||||||||||||||
Ping Jiang |
* | * | — | * | * | |||||||||||||||
Minghui Liu |
* | * | — | * | * | |||||||||||||||
All Directors and Executive Officers as a Group |
61,723,948 | 4.7 | % | 409,846,136 | 27.6 | % | 77.0 | % | ||||||||||||
Principal Shareholders: |
||||||||||||||||||||
Simplicity and Respect entities (6) |
— | — | 348,708,257 | 20.4 | % | 64.6 | % | |||||||||||||
Alibaba (7) |
191,918,464 | 14.7 | % | — | 11.2 | % | 3.6 | % | ||||||||||||
IDG entity (8) |
68,950,175 | 5.3 | % | — | 4.0 | % | 1.3 | % | ||||||||||||
Efficiency Investment Limited (2) |
12,580 | * | 61,137,879 | 3.6 | % | 11.3 | % |
† | For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2022, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2022, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after March 31, 2022. |
†† | For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our 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. |
* | Less than 1% of our total outstanding shares. |
** | The business address for our directors and executive officers is No. 8 Songgang Road, Changxing Street, Cencun, Tianhe District, Guangzhou, Guangdong 510640, People’s Republic of China. |
(1) | Represents (i) 327,708,257 Class B ordinary shares held by Simplicity Holding Limited, and (ii) 21,000,000 Class B ordinary shares held by Respect Holding Limited. Simplicity Holding Limited and Respect Holding Limited are further described in footnote 5 below. |
(2) | Represents (i) 61,137,879 Class B ordinary shares and (ii) 12,580 Class A ordinary shares held by Efficiency Investment Limited. Efficiency Investment Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. Efficiency Investment Limited is wholly owned by Mr. Heng Xia, who is deemed to be the beneficial owner of the shares held by Efficiency Investment Limited. |
(3) | Mr. Yingjie Chen was appointed as a director of our company in February 2022. |
(4) | Represents (i) 4,000,000 Class A ordinary shares held by Hongdi Brian Gu, (ii) 27,293,960 Class A ordinary shares held by Quack Holding Limited, (iii) 3,038,802 Class A ordinary shares represented by ADSs owned by Quack Holdings Limited, and (iv) 3,780,700 Class A ordinary shares that Hongdi Brian Gu has the right to receive upon the settlement of his RSUs within 60 days after March 31, 2022. Quack Holding Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands. Quack Holding Limited is wholly owned by Mr. Hongdi Brian Gu, who is deemed to be the beneficial owner of the shares held by Quack Holding Limited. |
(5) | Represents 17,612,580 Class A ordinary shares held by Quality Enterprises Limited. Quality Enterprise Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. Quality Enterprises Limited is wholly owned by Mr. Tao He, who is deemed to be the beneficial owner of the shares held by Quality Enterprises Limited. |
(6) | Represents (i) 327,708,257 Class B ordinary shares held by Simplicity Holding Limited, and (ii) 21,000,000 Class B ordinary shares held by Respect Holding Limited. Simplicity Holding Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. Simplicity Holding Limited is wholly owned by Mr. Xiaopeng He, who is deemed to be the beneficial owner of the shares held by Simplicity Holding Limited. Respect Holding Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG 1110, British Virgin Islands. Respect Holding Limited is wholly owned by Mr. Xiaopeng He, who is deemed to be the beneficial owner of the shares held by Respect Holding Limited. Simplicity Holding Limited and Respect Holding Limited are collectively referred to as Simplicity and Respect entities. |
(7) | Represents (i) 178,618,464 Class A ordinary shares held by Taobao China Holding Limited and (ii) 13,300,000 Class A ordinary shares represented by ADSs owned by Taobao China Holding Limited. Taobao China Holding Limited is a limited liability company incorporated under the laws of the Hong Kong with its registered office at 26/F. Tower One, Time Square, 1 Matheson Street, Causeway Bay, Hong Kong. Taobao China Holding Limited is a wholly-owned subsidiary of Alibaba Group Holding Limited, which is deemed to be the beneficial owner of the shares held by Taobao China Holding Limited. Alibaba Group Holding Limited is a public company listed on the New York Stock Exchange and Hong Kong Stock Exchange. |
(8) | Represents (i) 65,350,175 Class A ordinary shares held by Pacific Rays Limited and (ii) 3,600,000 Class A ordinary shares represented by ADSs owned by Pacific Rays Limited. Pacific Rays Limited is a limited liability company incorporated under the laws of the British Virgin Islands with its registered office at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG 1110, British Virgin Islands. Pacific Rays Limited is wholly owned by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership (LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting power and dispositive power over the shares held by Pacific Rays Limited. Pacific Rays Limited is referred to as the IDG entity. |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
ITEM 8. |
FINANCIAL INFORMATION |
ITEM 9. |
THE OFFER AND LISTING |
ITEM 10. |
ADDITIONAL INFORMATION |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
• | a dealer or broker in securities or currencies; |
• | a financial institution; |
• | a regulated investment company; |
• | a real estate investment trust; |
• | an insurance company; |
• | a tax-exempt organization; |
• | a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle; |
• | a trader in securities that has elected the mark-to-market |
• | a person liable for alternative minimum tax; |
• | a person who owns or is deemed to own 10% or more of our stock by vote or value; |
• | a partnership or other pass-through entity for United States federal income tax purposes; |
• | a person required to accelerate the recognition of any item of gross income with respect to our ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial statement; or |
• | a person whose “functional currency” is not the U.S. dollar. |
• | at least 75% of our gross income is passive income, or |
• | at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. |
• | the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A ordinary shares, |
• | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and |
• | the amount allocated to each other year will be subject to tax at the highest tax rate in effect for individuals or corporations, as applicable, for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Service |
Fees | |
• Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Class A ordinary shares, upon a change in the ADS(s)-to-Shares |
Up to U.S. 5¢ per ADS issued | |
• Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-Shares |
Up to U.S. 5¢ per ADS cancelled | |
• Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) |
Up to U.S. 5¢ per ADS held | |
• Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs |
Up to U.S. 5¢ per ADS held | |
• Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) |
Up to U.S. 5¢ per ADS held | |
• ADS Services |
Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary | |
• Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa |
Up to U.S. 5¢ per ADS (or fraction thereof) transferred | |
• Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa |
Up to U.S. 5¢ per ADS (or fraction thereof) converted |
• | taxes (including applicable interest and penalties) and other governmental charges; |
• | the registration fees as may from time to time be in effect for the registration of Class A ordinary shares on the share register and applicable to transfers of Class A ordinary shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively; |
• | certain cable, telex and facsimile transmission and delivery expenses; |
• | the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a division, branch or affiliate of the depositary) in the conversion of foreign currency; |
• | the reasonable and customary out-of-pocket |
• | the fees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee in connection with the ADR program. |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
ITEM 16. |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
For the Year Ended December 31, |
||||||||
2020 |
2021 |
|||||||
(In thousands of RMB) |
||||||||
Audit Fees(1) |
13,234 | 18,994 | ||||||
Audit-related Fees(2) |
800 | 850 | ||||||
Tax Fees(3) |
350 | — | ||||||
All Other Fees(4) |
— | 1,520 | ||||||
|
|
|
|
|||||
Total |
14,384 | 21,364 | ||||||
|
|
|
|
(1) | Audit fees include the aggregate fees billed in each of the fiscal period listed for professional services rendered by our independent public accountant for the audit of our annual financial statements and internal control over financial reporting, review of our quarterly and interim financial statements and services related to our initial public offering, follow-on public offering and listing on the Hong Kong Stock Exchange. |
(2) | Audit-related fees include the aggregate fees billed in each of the fiscal period listed for permissible services to review and comment on the design of internal control over financial reporting rendered by our principal external auditors in 2020 and internal control consultation services related to our listing on the Hong Kong Stock Exchange rendered by our principal external auditors in 2021. |
(3) | Tax fees include the aggregate fees billed in each of the fiscal period listed for professional services rendered by our principal external auditors for tax compliance, tax advice, and tax planning. |
(4) | All Other Fees include the aggregate fees billed in each of the fiscal period listed for professional services rendered by our principal external auditors for other advisory services. |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. |
FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
ITEM 19. |
EXHIBITS |
* | Filed herewith |
** | Furnished herewith |
† | Portions of this exhibit have been omitted in accordance with Instruction 4 to Item 19 of Form 20-F. |
XPENG INC. | ||
By | /s/ Xiaopeng He | |
Name: |
Xiaopeng He | |
Title: |
Chairman and Chief Executive Officer |
Contents |
Page |
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F-2 |
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Consolidated Financial Statements: |
||||
F-6 |
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F-9 |
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F-11 |
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F-14 |
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F-16 |
As of December 31, |
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Note |
2020 |
2021 |
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RMB |
RMB |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
2(f) | |||||||||||
Restricted cash |
2(g) | |||||||||||
Short-term deposits |
2(h) | |||||||||||
Short-term investments |
2(j), 5 | |||||||||||
Accounts and notes receivable, net |
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Current portion of installment payment receivables, net |
1 1 |
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Inventory |
6 |
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Amounts due from related parties |
2 6 |
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Prepayments and other current assets |
7 |
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Total current assets |
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Non-current assets |
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Property, plant and equipment, net |
8 |
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Right-of-use |
1 7 |
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Intangible assets, net |
9 |
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Land use rights, net |
1 0 |
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Installment payment receivables, net |
1 1 |
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Other non-current assets |
1 2 |
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Long-term investments |
1 3 |
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Long-term deposits |
2(h) | |||||||||||
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Total non-current assets |
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Total assets |
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As of December 31, |
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Note |
2020 |
2021 |
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RMB |
RMB |
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LIABILITIES |
||||||||||||
Current liabilities |
||||||||||||
Short-term borrowings |
1 5 |
|||||||||||
Accounts and notes payable |
||||||||||||
Amounts due to related parties |
2 6 |
|||||||||||
Current portion of lease liabilities |
1 7 |
|||||||||||
Current portion of deferred revenue |
1 9 |
|||||||||||
Current portion of long-term borrowings |
1 5 |
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Accruals and other liabilities |
1 4 |
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Income taxes payable |
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Total current liabilities |
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Non-current liabilities |
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Long-term borrowings |
1 5 |
|||||||||||
Lease liabilities |
1 7 |
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Deferred revenue |
19 |
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Other non-current liabilities |
1 6 |
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Total non-current liabilities |
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Total liabilities |
||||||||||||
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|
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Commitments and contingencies |
2 7 |
As of December 31, |
||||||||||||
Note |
2020 |
2021 |
||||||||||
RMB |
RMB |
|||||||||||
SHAREHOLDERS’ EQUITY |
||||||||||||
Class A Ordinary shares |
2 2 |
|||||||||||
Class B Ordinary shares |
2 2 |
|||||||||||
Class C Ordinary shares |
2 2 |
|||||||||||
Additional paid-in capital |
||||||||||||
Statutory reserve |
||||||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||||||
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|||||||||
Total shareholders’ equity |
||||||||||||
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Total liabilities and shareholders’ equity |
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|
For the Year Ended December 31, |
||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||
RMB |
RMB |
RMB |
||||||||||||
Revenues |
||||||||||||||
Vehicle sales |
18 |
|||||||||||||
Services and others |
18 |
|||||||||||||
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Total revenues |
||||||||||||||
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|||||||||
Cost of sales |
||||||||||||||
Vehicle sales |
( |
) | ( |
) | ( |
) | ||||||||
Services and others |
( |
) | ( |
) | ( |
) | ||||||||
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|
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|
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|
|||||||||
Total cost of sales |
( |
) | ( |
) | ( |
) | ||||||||
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|||||||||
Gross (loss) profit |
( |
) | ||||||||||||
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|
|||||||||
Operating expenses (1) |
||||||||||||||
Research and development expenses |
2(t) | ( |
) | ( |
) | ( |
) | |||||||
Selling, general and administrative expenses |
2(u) | ( |
) | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
|||||||||
Total operating expenses |
( |
) | ( |
) | ( |
) | ||||||||
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|
|||||||||
Other income, net |
2 (x) |
|||||||||||||
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|
|||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||||
|
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|
|
|||||||||
Interest income |
||||||||||||||
Interest expenses |
( |
) | ( |
) | ( |
) | ||||||||
Fair value gain on derivative liabilities |
||||||||||||||
Fair value gain on long-term investments |
||||||||||||||
Other non-operating income, net |
||||||||||||||
|
|
|
|
|
|
|||||||||
Loss before income tax expenses |
( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||||
Income tax expenses |
2 4 (a) |
( |
) | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
|||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
||||||||||||||
Accretion on Preferred Shares to redemption value |
( |
) | ( |
) | ||||||||||||
Deemed contribution from repurchase of Preferred Shares |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Net loss attributable to ordinary shareholders of XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||||||
Other comprehensive loss |
||||||||||||||||
Foreign currency translation adjustment, net of nil tax |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total comprehensive loss attributable to XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Accretion on Preferred Shares to redemption value |
( |
) | ( |
) | ||||||||||||
Deemed contribution from repurchase of Preferred Shares |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Comprehensive loss attributable to ordinary shareholders of XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Weighted average number of ordinary shares used in computing net loss per ordinary share |
||||||||||||||||
Basic and diluted |
2 5 |
|||||||||||||||
Net loss per ordinary share attributable to ordinary shareholders |
||||||||||||||||
Basic and diluted |
2 5 |
( |
) | ( |
) | ( |
) |
(1) | Share-based compensation was allocated in operating expenses as follows: |
For the Year Ended December 31, |
||||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
||||||||||||||
|
|
|
|
|
|
|||||||||||
Selling, general and administrative expenses |
||||||||||||||||
Research and development expenses |
||||||||||||||||
|
|
|
|
|
|
Ordinary Shares |
Treasury Shares |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||||||||||||||||
Note |
Shares |
Par Value |
Shares |
Par Value |
||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||
Balance as of December 31, 2018 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Share-based compensation |
2 3 |
— | — | — | — | — | ||||||||||||||||||||||||||||||
Accretion on convertible redeemable Preferred Shares to redemption value |
2 1 |
— | — | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||||||||
Deemed contribution from repurchase of Preferred Shares |
2 1 |
— | — | — | — | — | — | |||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of nil tax |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2019 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares |
Treasury Shares |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total Shareholders’ (Deficit) Equity |
|||||||||||||||||||||||||||||||
Note |
Shares |
Par Value |
Shares |
Par Value |
||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Cumulative effect of adoption of new accounting standard |
2(i) |
— | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Repurchase of ordinary shares |
2 2 |
( |
) | ( |
) | — | — | — | — | |||||||||||||||||||||||||||
Accretion on convertible redeemable Preferred Shares to redemption value as of the completion of the IPO |
2 1 |
— | — | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||||||||
Issuance of ordinary shares |
2 2 |
( |
) | ( |
) | — | — | — | — | |||||||||||||||||||||||||||
Issuance of ordinary shares upon the completion of the IPO |
2 2 |
— | — | — | — | |||||||||||||||||||||||||||||||
Issuance of ordinary shares upon the completion of the FO |
2 2 |
— | — | — | — | |||||||||||||||||||||||||||||||
Issuance of ordinary shares for the vested RSUs |
2 2 |
— | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||
Share-based compensation due to vesting of restricted shares |
23 |
— | — | — | — | |||||||||||||||||||||||||||||||
Share-based compensation due to vesting of RSUs |
2 3 |
— | — | — | — | — | — | |||||||||||||||||||||||||||||
The immediate vesting of RSUs upon grant date |
2 3 |
— | — | — | — | — | — | |||||||||||||||||||||||||||||
Conversion of Preferred Shares to ordinary shares upon the completion of the IPO |
2 1 |
— | — | — | — | |||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of nil tax |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2020 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
Ordinary Shares |
Treasury Shares |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total Shareholders’ Equity |
||||||||||||||||||||||||||||||||||||
Note |
Shares |
Par Value |
Shares |
Par Value |
Statutory reserve |
||||||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Share-based compensation |
2 3 |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Issuance of treasury shares |
2 2 |
( |
) | ( |
) | — | — | — | — | — | |||||||||||||||||||||||||||||||
Issuance of ordinary shares for the vested RSUs |
2 2 |
( |
) | — | — | — | — | ||||||||||||||||||||||||||||||||||
Issuance of ordinary shares upon the completion of the Global Offering |
2 2 |
— | — | — | — | — | |||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of nil tax |
— | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Appropriations to statutory reserve |
2(aa) | — | — | — | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance as of December 31, 2021 |
( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||
RMB |
RMB |
RMB |
||||||||||||
Cash flows from operating activities |
||||||||||||||
Net loss |
( |
) | |
( |
) | |
( |
) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
||||||||||||
Depreciation of property, plant and equipment |
8 |
|
|
|||||||||||
Amortization of intangible assets |
9 |
|
|
|||||||||||
Amortization of right-of-use |
|
|
||||||||||||
Amortization of land use rights |
1 0 |
|
|
|||||||||||
Loss of disposal of property, plant and equipment |
2(l) | |
|
|||||||||||
Impairment of property, plant and equipment |
|
|
||||||||||||
Current expected credit loss of accounts and notes receivable |
2(i) | |
|
|||||||||||
Current expected credit loss of installment payment receivables |
2(i) | |
|
|||||||||||
Current expected credit loss of other current assets |
2(i) | |
|
|||||||||||
Inventory write-downs |
2(k), 6 |
|
|
|||||||||||
Foreign exchange gains |
( |
) | |
( |
) | |
( |
) | ||||||
Interest income |
( |
) | |
( |
) | |
( |
) | ||||||
Share-based compensation |
2 3 (b)(c) |
|
|
|||||||||||
Fair value gain on derivative assets or derivative liabilities |
( |
) | |
( |
) | |
( |
) | ||||||
Fair value gain on long-term investments |
|
|
( |
) | ||||||||||
Changes in operating assets and liabilities : |
|
|
||||||||||||
Accounts and notes receivable |
( |
) | |
( |
) | |
( |
) | ||||||
Inventory |
( |
) | |
( |
) | |
( |
) | ||||||
Amounts due from related parties |
|
|
( |
) | ||||||||||
Prepayments and other current assets |
( |
) | |
( |
) | |
( |
) | ||||||
Other non-current assets |
( |
) | |
( |
) | |
( |
) | ||||||
Accounts and notes payable |
|
|
||||||||||||
Deferred revenue |
19 |
|
|
|||||||||||
Lease liabilities |
( |
) | |
( |
) | |
( |
) | ||||||
Accruals and other liabilities |
|
|
||||||||||||
Other non-current liabilities |
|
|
||||||||||||
Installment payment receivables |
( |
) | |
( |
) | |
( |
) | ||||||
Amounts due to related parties |
|
|
||||||||||||
Income taxes payable |
|
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||
Net cash used in operating activities |
( |
) | |
( |
) | |
( |
) | ||||||
|
|
|
|
|
|
|
|
|||||||
Cash flows from investing activities |
|
|
||||||||||||
Maturities (placement) of short-term deposits |
|
( |
) | |
( |
) | ||||||||
Maturities (placement) of short-term investments |
|
( |
) | |
||||||||||
Placement of long-term deposits |
|
|
( |
) | ||||||||||
Purchase of property, plant and equipment |
( |
) | |
( |
) | |
( |
) | ||||||
Receipt of government subsidy related to assets |
|
|
||||||||||||
Maturities of derivative assets or derivative liabilities |
|
|
||||||||||||
Purchase of intangible assets |
( |
) | |
( |
) | |
( |
) | ||||||
Disposal of property, plant and equipment |
|
|
||||||||||||
Purchase of land use rights |
|
|
( |
) | ||||||||||
Prepayment for acquisition of assets |
( |
) | |
|
( |
) | ||||||||
Prepayments for subscription of equity securities |
|
|
( |
) | ||||||||||
Prepayment for acquisition of land use rights |
|
( |
) | |
( |
) | ||||||||
Disposal of equity investment in a company |
9 |
|
|
|||||||||||
Cash paid for long-term investments |
|
( |
) | |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||
Net cash provided by (used in) investing activities |
|
( |
) | |
( |
) | ||||||||
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||
RMB |
RMB |
RMB |
||||||||||||
Cash flows from financing activities |
||||||||||||||
Proceeds from issuance of convertible redeemable Preferred Shares |
|
|
||||||||||||
Proceeds from IPO, net of issuance costs |
|
|
||||||||||||
Proceeds from FO, net of issuance costs |
|
|
||||||||||||
Proceeds from Global Offering, net of issuance costs |
|
|
||||||||||||
Proceeds from borrowings |
1 5 |
|
|
|||||||||||
Repayment of borrowings |
1 5 |
( |
) | |
( |
) | |
( |
) | |||||
Loans from a related party |
2 6 |
|
|
|||||||||||
Repayment of loans to a related party |
2 6 |
|
( |
) | |
|||||||||
Repurchase of Preferred Shares |
( |
) | |
|
||||||||||
Proceeds from non-controlling interests |
14, 16 |
|
|
|||||||||||
Payments of listing expenses |
|
|
( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash |
|
( |
) | |
( |
) | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
( |
) | ||||||||||
Cash, cash equivalents and restricted cash at beginning of the year |
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of the year |
|
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||
Supplemental disclosure of cash flows information |
|
|
||||||||||||
Cash paid for interest, net of amounts capitalized |
( |
) | |
( |
) | |
( |
) | ||||||
Acquisition of property, plant and equipment included in liabilities |
|
|
1. |
Organization and Nature of Operations |
• | On December 27, 2018, the Company was established under the laws of the Cayman Islands as an exempted company with limited liability. |
• | On January 7, 2019, XPeng Limited was incorporated in British Virgin Islands as a wholly owned subsidiary of the Company. |
• | On February 21, 2019, XPeng (HK) Limited was incorporated in Hong Kong as a wholly owned subsidiary of XPeng Limited. |
• | On June 21, 2019, Guangdong Xiaopeng Motors Technology Co., Ltd. (‘‘WFOE’’) was established as a wholly owned subsidiary of XPeng (HK) Limited in the PRC. |
• | In September 2019, the Company issued arrangements and purchased |
1. |
Organization and Nature of Operations (continued) |
1. |
Organization and Nature of Operations (continued) |
Principal subsidiaries |
Place of incorporation |
Date of incorporation or acquisition |
Equity interest held |
Principal activities |
||||||||||||
Chengxing (1) |
PRC | 2015 |
09, |
% | ||||||||||||
Guangzhou Xiaopeng Motors Technology Co., Ltd.(“Xiaopeng Technology”) |
PRC | 2016 |
12, |
% | development |
| ||||||||||
Guangzhou Xiaopeng Automobile Manufacturing Co., Ltd. |
PRC | 2017 |
07, |
% | ||||||||||||
Zhaoqing Xiaopeng New Energy Investment Co., Ltd.(“Zhaoqing Xiaopeng New Energy”) (2) |
PRC | 2020 |
13, |
% | ||||||||||||
Zhaoqing Xiaopeng Automobile Co., Ltd.(“Zhaoqing XPeng”) |
PRC | 2017 |
18, |
% | ||||||||||||
Xiaopeng Automobile Sales Co., Ltd. |
PRC | 2018 |
08, |
% | ||||||||||||
Beijing Xiaopeng Automobile Co., Ltd. |
PRC | 2018 |
28, |
% | |
design and technology development |
| |||||||||
Shenzhen Xiaopeng Automobile Sales Service Co., Ltd. |
PRC | 2018 |
06, |
% | ||||||||||||
Shanghai Xiaopeng Automobile Sales Service Co., Ltd. |
PRC | 2018 |
10, |
% | ||||||||||||
Guangzhou Xiaopeng Automatic Driving Technology Co., Ltd |
PRC | 2019 |
18, |
% | ||||||||||||
Shanghai Xiaopeng Motors Technology Co., Ltd. |
PRC | 2018 |
, |
% | and vehicle retail | |||||||||||
Guangzhou Xiaopeng Smart Charging Technology Co. Ltd. |
PRC | 2020 |
, |
% | development |
| ||||||||||
XSense. AI, Inc. |
United States | 2018 |
27, |
% | ||||||||||||
XMotors. AI, Inc. |
United States | 2018 |
05, |
% | ||||||||||||
XPeng (Hong Kong) Limited |
Hong Kong | 2019 |
12, |
% |
(1) | As a transitional arrangement and part of the Reorganization, a series of contractual agreements were entered into among WFOE, Chengxing and its existing shareholders, including the exclusive business cooperation agreement, the equity pledge agreement, the exclusive option agreement and the power of attorney. Consequently, WFOE became the primary beneficiary of Chengxing. In May 2020, WFOE exercised its rights under the contractual arrangement and purchased |
1. |
Organization and Nature of Operations (continued) |
(2) | On February 13, 2020, Zhaoqing Xiaopeng New Energy was established by (i) Zhaoqing XPeng, which is a wholly owned subsidiary of the Company, and (ii) Zhaoqing Kunpeng Motor Technology Co., Ltd. (“Zhaoqing Kunpeng”), which is jointly owned by two shareholders of the Company. Each of Zhaoqing XPeng and Zhaoqing Kunpeng subscribed for |
(3) | The English names of the subsidiaries and VIEs represent the best effort by the management of the Company in translating its Chinese names as they do not have official English name. |
1. |
Organization and Nature of Operations (continued) |
Place of incorporation |
Date of incorporation or acquisition |
Principal activities |
||||||||||||
VIEs | ||||||||||||||
Guangzhou Zhipeng IoV Technology Co., Ltd.(“Zhipeng IoV”) (Note 1(c)(i)) |
PRC | 2018 |
, |
|||||||||||
Guangzhou Yidian Zhihui Chuxing Technology Co., Ltd.(“Yidian Chuxing”) (Note 1(c)(ii)) |
PRC | 2018 |
, |
|||||||||||
Guangzhou Xintu Technology Co., Ltd. (“Xintu Technology”) (Note 1(c)(i)) |
PRC | 2021 |
, |
|||||||||||
VIEs’ subsidiary |
||||||||||||||
Jiangsu Zhipeng Kongjian Information Technology Co., Ltd. (“Zhipeng Kongjian”, formerly known as Jiangsu Zhitu Technology Co., Ltd.) (Note 1(c)(i)) |
PRC | 2021 |
, |
1. |
Organization and Nature of Operations (continued) |
(c) |
Variable interest entity (continued) |
1. |
Organization and Nature of Operations (continued) |
(d) |
Liquidity |
2. |
Summary of Significant Accounting Policies |
(a) |
Basis of presentation |
(b) |
Principles of consolidation |
2. |
Summary of Significant Accounting Policies (continued) |
(c) |
Use of estimates |
(d) |
Functional currency and foreign currency translation |
2. |
Summary of Significant Accounting Policies (continued) |
(e) |
Fair value |
2. |
Summary of Significant Accounting Policies (continued) |
(e) |
Fair value (continued) |
(f) |
Cash and cash equivalents |
As of December 31,2020 |
As of December 31,2021 |
|||||||||||||||
Amount |
RMB equivalent |
Amount |
RMB equivalent |
|||||||||||||
Cash and cash equivalents: |
||||||||||||||||
RMB |
||||||||||||||||
US$ |
||||||||||||||||
HKD |
||||||||||||||||
Others |
not applicable | |||||||||||||||
|
|
|
|
|||||||||||||
Total |
||||||||||||||||
|
|
|
|
(g) |
Restricted cash |
2. |
Summary of Significant Accounting Policies (continued) |
(h) |
Short-term and long term deposits |
(i) |
Current expected credit losses |
2. |
Summary of Significant Accounting Policies (continued) |
(i) |
Current expected credit losses (continued) |
For the Year Ended |
||||
December 31, 2020 |
||||
Balance as of December 31, 2019 |
||||
Adoption of ASC Topic 326 |
||||
|
|
|||
Balance as of January 1, 2020 |
||||
Current period provision |
||||
Write-offs |
( |
) | ||
|
|
|||
Balance as of December 31, 2020 |
||||
|
|
|||
For the Year Ended |
||||
December 31, 2021 |
||||
Balance as of December 31, 2020 |
||||
Current period provision |
||||
Write-offs |
( |
) | ||
|
|
|||
Balance as of December 31, 2021 |
||||
|
|
(j) |
Short-term investments |
(k) |
Inventory |
2. |
Summary of Significant Accounting Policies (continued) |
(l) |
Property, plant and equipment, net |
Estimated useful lives |
||||
Buildings |
||||
Machinery and equipment |
||||
Charging infrastructure |
||||
Vehicles |
||||
Computer and electronic equipment |
||||
Others |
2. |
Summary of Significant Accounting Policies (continued) |
(m) |
Intangible assets, net |
Estimated useful lives |
||||
Software |
||||
License of maintenance and overhauls |
(n) |
Land use rights, net |
2. |
Summary of Significant Accounting Policies (continued) |
(o) |
Long-term investments |
2. |
Summary of Significant Accounting Policies (continued) |
(p) |
Impairment of long-lived assets |
(q) |
Warranties |
2. |
Summary of Significant Accounting Policies (continued) |
(r) |
Revenue recognition |
• | provides all of the benefits received and consumed simultaneously by the customer; |
• | creates and enhances an asset that the customer controls as the Group performs; or |
• | does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. |
2. |
Summary of Significant Accounting Policies (continued) |
(r) |
Revenue recognition (continued) |
2. |
Summary of Significant Accounting Policies (continued) |
(r) |
Revenue recognition (continued) |
2. |
Summary of Significant Accounting Policies (continued) |
(r) |
Revenue recognition (continued) |
2. |
Summary of Significant Accounting Policies (continued) |
(s) |
Cost of sales |
(t) |
Research and development expenses |
(u) |
Selling, general and administrative expenses |
(v) |
Employee benefits |
2. |
Summary of Significant Accounting Policies (continued) |
(w) |
Government grants |
(x) |
Other income, net |
(y) |
Income taxes |
2. |
Summary of Significant Accounting Policies (continued) |
(z) |
Share-based compensation |
2. |
Summary of Significant Accounting Policies (continued) |
(z) |
Share-based compensation (continued) |
2. |
Summary of Significant Accounting Policies (continued) |
(aa) |
Statutory reserve |
(ab) |
Comprehensive loss |
2. |
Summary of Significant Accounting Policies (continued) |
(ac) |
Leases |
2. |
Summary of Significant Accounting Policies (continued) |
(ac) |
Leases (continued) |
(ad) |
Dividends |
(ae) |
Earnings (losses) per share |
2. |
Summary of Significant Accounting Policies (continued) |
(af) |
Segment reporting |
3. |
Recent Accounting Pronouncements |
4. |
Concentration and Risks |
(a) |
Concentration of credit risk |
(b) |
Foreign currency exchange rate risk |
5. |
Fair Value of Financial Instruments |
As of December 31, 2020 |
As of December 31, 2021 |
|||||||||||||||||||||||||||||||
Fair Value |
Level I |
Level II |
Level III |
Fair Value |
Level I |
Level II |
Level III |
|||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Short-term investments (Note 2( j )) |
||||||||||||||||||||||||||||||||
Derivative assets – forward exchange contract (Note 2(e)) |
||||||||||||||||||||||||||||||||
Debt investments(i) (Note 13 ) |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Liabilities |
||||||||||||||||||||||||||||||||
Derivative liabilities - forward exchange contract (Note 2(e)) |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) | Debt investments do not have readily determinable market value, which were categorized as Level III in the fair value hierarchy. The Group uses a combination of valuation methodologies, including equity allocation model, market and income approaches based on the Group’s best estimate, which is determined by using information including but not limited to the pricing of recent rounds of financing of the investees, future cash flow forecasts, liquidity factors and multiples of comparable companies. Since the debt investments were acquired at the end of 2021, no significant change in its fair value as of December 31, 2021. |
6. |
Inventory |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Finished goods |
||||||||
Raw materials |
||||||||
Work-in-process |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
7 . |
Prepayments and Other Current Assets |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Prepayments |
||||||||
Deductible input value-added tax |
||||||||
Deposits |
||||||||
Receivables from third party online payment service providers |
||||||||
Derivative assets (Note 5) |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
8 . |
Property, Plant and Equipment, Net |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Construction in process |
||||||||
Mold s and toolings |
||||||||
Machinery and equipment |
||||||||
Buildings |
||||||||
Vehicles |
||||||||
Leasehold improvements |
||||||||
Charging infrastructure |
||||||||
Computer and electronic equipment |
||||||||
Others |
||||||||
|
|
|
|
|||||
Sub-total |
||||||||
|
|
|
|
|||||
Less: Accumulated depreciation |
( |
) | ( |
) | ||||
Less: Impairment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property, plant and equipment, net |
||||||||
|
|
|
|
9 . |
Intangible Assets, Net |
As of December 31, 2020 |
As of December 31, 2021 |
|||||||||||||||||||||||
Gross Carrying Amount |
Accumulated amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated amortization |
Net Carrying Amount |
|||||||||||||||||||
Finite-lived intangible assets |
||||||||||||||||||||||||
Software |
( |
) | ( |
) | ||||||||||||||||||||
License of maintenance and overhauls |
( |
) | — | ( |
) | — | ||||||||||||||||||
Total finite-lived intangible assets |
( |
) | ( |
) | ||||||||||||||||||||
Indefinite-lived intangible assets |
||||||||||||||||||||||||
Manufacturing license (i) |
— | — | ||||||||||||||||||||||
Surveying and mapping qualification (ii) |
— | — | — | — | ||||||||||||||||||||
License plates |
— | — | ||||||||||||||||||||||
Total indefinite-lived intangible assets |
— | — | ||||||||||||||||||||||
Total intangible assets |
( |
) | ( |
) | ||||||||||||||||||||
Within 1 year |
||||
Between 1 and 2 years |
||||
Between 2 and 3 years |
||||
Between 3 and 4 years |
||||
Between 4 and 5 years |
||||
Thereafter |
||||
Total |
||||
9 . |
Intangible Assets, Net (continued) |
10. |
Land Use Rights, Net |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Land use rights |
||||||||
Less: Accumulated amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total land use rights, net |
||||||||
|
|
|
|
1 1 . |
Installment Payment Receivables, Net |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Current portion of installment payment receivables, net |
||||||||
Non-current portion of installment payment receivables, net |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
11. |
Installment Payment Receivables, Net (continued) |
As of December 31, |
||||
2021 |
||||
Within 1 year |
||||
Between 1 and 2 years |
||||
Between 2 and 3 years |
||||
Between 3 and 4 years |
||||
Between 4 and 5 years |
||||
Thereafter |
||||
|
|
|||
Total receivables of installment payments |
||||
|
|
|||
Less: Unrealized finance income |
( |
) | ||
|
|
|||
Installment payment receivables , gross |
||||
Less: Allowance for installment payment receivables |
( |
) | ||
|
|
|||
Installment payment receivables , net |
||||
|
|
1 2 . |
Other Non-current Assets |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Prepayment for purchase of land use rights(i) |
||||||||
Long-term deposits(ii) |
||||||||
Prepayments for subscription of equity securities(iii) |
||||||||
Prepayments for purchase of property and equipment |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
(i) | As of December 31, 2020 and 2021, prepayment for purchase of land use rights represent the cash considerations paid to acquire the land use rights for the constructions of manufacturing plants and R&D buildings. |
(ii) | Long-term deposits primarily consist of deposits for offices and retail and service centers whose lease expiration dates are not within one year. |
(iii) | In December 2021, the Group prepaid RMB to subscribe certain common shares of a company engaged in research, development, production and sales of semiconductors, which was subsequently converted into common shares in January 2022. |
1 3 . |
Long-term investments |
Equity investments without readily determinable fair values (i) |
Debt investments (ii) |
Total | ||||||||||
Balance at December 31, 2020 |
||||||||||||
Additons |
||||||||||||
Fair value change through earnings |
||||||||||||
Foreign currency translation |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2021 |
||||||||||||
|
|
|
|
|
|
(i) |
Equity investments without readily determinable fair values |
13. |
Long-term investments (continued) |
(ii) |
Debt investments |
14. |
Accruals and Other Liabilities |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Payables for R&D expenses |
||||||||
Payables for purchase of property, plant and equipment |
||||||||
Employee compensation payable |
||||||||
Payables for marketing events |
||||||||
Accrued expenses |
||||||||
Deposits from third parties |
||||||||
Advance from customers |
||||||||
Non-controlling interests (i) |
||||||||
Warranty provi sions |
||||||||
Interest payables |
||||||||
Derivative liabilities (Note 5) |
||||||||
Refundable deposit from customers |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
1 5 . |
Borrowings |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Current |
||||||||
Short-term borrowings: |
||||||||
Bank loans |
||||||||
|
|
|
|
|||||
Current portion of long-term borrowings |
||||||||
|
|
|
|
|||||
Total current borrowings |
||||||||
|
|
|
|
|||||
Non-Current |
||||||||
Long-term borrowings: |
||||||||
Bank loans |
||||||||
Other loans |
||||||||
|
|
|
|
|||||
Total non-current borrowings |
||||||||
|
|
|
|
|||||
Total borrowings |
||||||||
|
|
|
|
1 5 . |
Borrowings (continued) |
1 6 . |
Other Non-Current Liabilities |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Non-controlling interests(i) |
||||||||
Government grants (ii) |
||||||||
Warranty pro visions (iii) |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
(i) | The non-controlling interests consisted of the following three equity financing arrangements. |
1) |
Financing in an amount of RMB160 million from Guangzhou GET Investment Holdings Co., Ltd. (“Guangzhou GET Investment”) |
1 6 . |
Other Non-Current Liabilities (continued) |
(i) | The non-controlling interests consisted of the following three equity financing arrangements (continued): |
2) |
Financing in an amount of RMB500 million from Guangdong Yuecai Industry Investment Fund Partnership (Limited Partnership) (“Guangdong Utrust”) |
16. |
Other Non-Current Liabilities (continued) |
(i) | The non-controlling interests consisted of the following three equity financing arrangements (continued): |
3) |
Financing in an amount of RMB1,000 million from Guangzhou GET Investment |
(ii) | Government grants primarily represent government subsidies relating to interest on borrowings which are not tied to capital projects. |
(iii) | Movement of accrued warranty is as following: |
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Accrued warranty - beginning of year |
||||||||||||
Warranty costs incurred |
( |
) | ( |
) | ( |
) | ||||||
Provision for warranty |
||||||||||||
|
|
|
|
|
|
|||||||
Accrued warranty - end of year |
||||||||||||
Less: Current portion of warranty |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Non-current portion of warranty |
||||||||||||
|
|
|
|
|
|
1 7 . |
Leases |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Operating lease right-of-use |
||||||||
|
|
|
|
|||||
Lease liabilities - current |
||||||||
Lease liabilities - non current |
||||||||
|
|
|
|
|||||
Total operating lease liabilities |
||||||||
|
|
|
|
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Operating lease expense |
||||||||||||
Short-term lease expense |
||||||||||||
|
|
|
|
|
|
|||||||
Total lease expense s |
||||||||||||
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Weighted-average remaining lease term |
||||||||||||
Weighted-average discount rate |
% | % | % |
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Cash paid for amounts included in the measurement of lease liabilities: |
||||||||||||
Operating cash outflows from operating leases |
||||||||||||
Leased assets obtained in exchange for operating lease liabilities |
As of December 31, |
||||
2021 |
||||
Within 1 year |
||||
Between 1 and 2 years |
||||
Between 2 and 3 years |
||||
Between 3 and 4 years |
||||
Between 4 and 5 years |
||||
Thereafter |
||||
|
|
|||
Total minimum lease payments |
||||
Less: Interest |
( |
) | ||
|
|
|||
Present value of lease obligations |
||||
Less: Current portion |
( |
) | ||
|
|
|||
Non - current portion of lease obligations |
||||
|
|
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Vehicle sales |
||||||||||||
Services and others |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Deferred revenue - beginning of year |
||||||||||||
Additions |
||||||||||||
Recognition |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Deferred revenue - end of year |
||||||||||||
|
|
|
|
|
|
21. |
Convertible Redeemable Preferred Shares (continued) |
Redeemable Ordinary Shares |
Series A |
Series A1 |
Series A2 |
Series B |
Series B1 |
Series B2 |
Series C |
Total |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of December 31, 2018 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Issuance of Preferred Shares post extinguishment |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion on Preferred Shares to redemption value post extinguishment |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of the Preferred Shares |
— | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Balances as of December 31, 2019 |
— | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Issuance of Preferred Shares of Series C |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion on Preferred Shares to Redemption Value post Extinguishment |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Preferred Shares to Ordinary Shares upon the completion of the IPO |
— | — | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Balances as of December 31, 2020 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options Outstanding |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life |
||||||||||
RMB |
In Years |
|||||||||||
Outstanding as of December 31, 2018 |
||||||||||||
Granted |
||||||||||||
Forfeited |
( |
) | ||||||||||
Outstanding as of December 31, 2019 |
||||||||||||
Granted |
||||||||||||
Forfeited |
( |
) | ||||||||||
Replacement |
( |
) | ||||||||||
Outstanding as of December 31, 2020 |
— | |||||||||||
|
|
For the Year Ended December 31, |
||||||||
2019 |
2020 |
|||||||
Expected term (years) (i) |
||||||||
Exercise price (RMB) |
||||||||
Fair value of the ordinary shares on the date of option grant (RMB) |
||||||||
Risk-free interest rate (ii) |
||||||||
Expected dividend yield (iii) |
||||||||
Expected volatility (iv) |
(i) | Expected term is the contract life of the options. |
(ii) | The risk-free interest rate of periods within the contractual life of the share option based on the market yield of US Treasury Curve adjusted with the China country risk premium. |
(iii) | The dividend yield was estimated by the Company based on its expected dividend policy over the contractual term of the options. |
(iv) | The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the contractual term of the options. |
Number of restricted share units |
Weighted average grant- date fair value |
|||||||
RMB |
||||||||
Outstanding as of December 31, 2019 |
— | — | ||||||
Replacement |
||||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Outstanding as of December 31, 2020 |
||||||||
|
|
|||||||
Expected to vest as of December 31, 2020 |
Number of restricted share units |
Weighted average grant- date fair value |
|||||||
RMB |
||||||||
Outstanding as of December 31, 2020 |
||||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Outstanding as of December 31, 2021 |
||||||||
|
|
|||||||
Expected to vest as of December 31, 2021 |
Number of restricted shares |
Weighted average grant- date fair value |
|||||||
RMB |
||||||||
Outstanding as of December 31, 2019 |
— | — | ||||||
Replacement |
||||||||
Vested |
( |
) | ||||||
Outstanding as of December 31, 2020 |
— | |||||||
|
|
Number of shares |
Weighted average grant date fair value |
|||||||
RMB | ||||||||
Unvested as of December 31, 2018 |
||||||||
Vested |
( |
) | — | |||||
|
|
|
|
|||||
Unvested as of December 31, 2019 |
||||||||
|
|
|
|
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Current income tax expenses |
||||||||||||
Deferred income tax expenses |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Income tax expenses |
||||||||||||
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Loss before income tax expenses |
( |
) | ( |
) | ( |
) | ||||||
Income tax credit computed at the PRC statutory income tax rate of 25 (i) |
( |
) | ( |
) | ( |
) | ||||||
Effect of preferential tax rate (ii) |
||||||||||||
Tax-free income |
— |
— |
( |
) | ||||||||
Effect of change in tax rate |
||||||||||||
Effect of different tax rate of different jurisdictions |
( |
) | ( |
) | ( |
) | ||||||
Effect of additional deduction for qualified R&D expenses |
( |
) | ( |
) | ( |
) | ||||||
Non-deductible expenses |
||||||||||||
Changes in valuation allowance |
||||||||||||
Income tax expenses |
||||||||||||
(i) |
The PRC statutory income tax rate is used because the majority of the Group’s operations are based in the PRC. |
(ii) |
The effect of preferential tax rate resulted in a deduction of the income tax credit computed at the PRC statutory income tax rate of |
As of December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Deferred tax assets: |
||||||||||||
Net operating loss carry-forwards |
||||||||||||
Government grants |
||||||||||||
Impairment of property, plant and equipment |
||||||||||||
Inventory reserve |
||||||||||||
Accruals and others |
||||||||||||
Valuation allowance |
( |
) | ( |
) | ( |
) | ||||||
Total deferred tax assets, net |
— | — | ||||||||||
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Valuation allowance |
||||||||||||
Balance at beginning of the year |
||||||||||||
Additions |
||||||||||||
Loss utilized |
( |
) | ( |
) | ( |
) | ||||||
Effect of change in tax rate |
( |
) | ( |
) | ( |
) | ||||||
Balance at end of the year |
||||||||||||
2 4 . |
Taxation (continued) |
(b) |
Deferred tax (continued) |
Loss expiring in 2022 |
||||
Loss expiring in 2023 |
||||
Loss expiring in 2024 |
||||
Loss expiring in 2025 |
||||
Loss expiring in 2026 |
||||
Loss expiring in 2027 |
||||
Loss expiring in 2028 |
||||
Loss expiring in 2029 |
||||
Loss expiring in 2030 |
||||
Loss expiring in 2031 |
||||
Total |
||||
Hong Kong |
||||
Others |
||||
Total |
||||
2 5 . |
Loss Per Share |
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Numerator: |
||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Accretion on Preferred Shares to redemption value |
( |
) | ( |
) | ||||||||
Deemed contribution from repurchase of Preferred Shares |
— | — | ||||||||||
Net loss attributable to ordinary shareholders of XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||
Denominator: |
||||||||||||
Weighted average number of ordinary shares outstanding-basic and diluted |
||||||||||||
Basic and diluted net loss per share attributable to ordinary shareholders of XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||
2 6 . |
Related parties |
Name of Entity or Individual |
Relationship with the Company | |
Mr. Xiaopeng He | ||
Guangzhou Huitian Aerospace Technology Co., Ltd. (“Guangzhou Huitian”) |
||
Guangdong Huitian Aerospace Technology Co., Ltd. (“Guangdong Huitian”) |
||
Guangzhou Zhongpeng Investment and Development Co., Ltd. | ||
Dogotix | ||
Shenzhen Pengxing Smart Co., Ltd | ||
Shenzhen Pengxing Smart Research Co., Ltd. |
27. |
Commitments and Contingencies |
(a) |
Capital commitments |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Property, plant and equipment |
||||||||
Investments |
||||||||
Total |
||||||||
(b) |
Purchase commitments |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Purchase commitments on purchase of raw materials |
||||||||
28. |
Subsequent events |
29. |
Restricted Net Assets |
30. |
Company Financial Statements (Parent Company Only) |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
||||||||
Restricted cash |
||||||||
Short-term deposits |
||||||||
Prepayments and other current assets |
||||||||
Total current assets |
||||||||
Non-current assets |
||||||||
Investments in subsidiaries and VIEs |
||||||||
Long-term deposits |
||||||||
Total non-current assets |
||||||||
Total assets |
||||||||
Liabilities |
||||||||
Current liabilities |
||||||||
Accruals and other liabilities |
||||||||
Total current liabilities |
||||||||
Total liabilities |
||||||||
30. |
Company Financial Statements (Parent Company Only) (continued) |
As of December 31, |
||||||||||||
Note |
2020 |
2021 |
||||||||||
RMB |
RMB |
|||||||||||
SHAREHOLDERS’ EQUITY |
||||||||||||
Class A Ordinary shares |
||||||||||||
Class B Ordinary shares |
||||||||||||
Class C Ordinary shares |
||||||||||||
Additional paid-in capital |
||||||||||||
Statutory reserve |
||||||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||||||
Total shareholders’ equity |
||||||||||||
Total liabilities and shareholders’ equity |
||||||||||||
30. |
Company Financial Statements (Parent Company Only) (continued) |
For the Year Ended December 31, |
||||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
||||||||||||||
Operating expenses |
||||||||||||||||
Selling, general and administrative expenses |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||||||
Interest income |
||||||||||||||||
Interest expense |
— | ( |
) | — | ||||||||||||
Equity in loss of subsidiaries and VIEs |
( |
) | ( |
) | ( |
) | ||||||||||
Other non-operating income, net |
— | |||||||||||||||
Fair value gain on derivative liabilities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Loss before income tax expenses |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Income tax expenses |
— | — | — | |||||||||||||
|
|
|
|
|
|
|||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Accretion on Preferred Shares to redemption value |
( |
) | ( |
) | — | |||||||||||
Deemed contribution from repurchase of Preferred Shares |
— | — | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Net loss attributable to ordinary shareholders of XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||||||
Other comprehensive loss |
||||||||||||||||
Foreign currency translation adjustment, net of nil tax |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total comprehensive loss attributable to XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Accretion on Preferred Shares to redemption value |
( |
) | ( |
) | — | |||||||||||
Deemed contribution from repurchase of Preferred Shares |
— | — | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Comprehensive loss attributable to ordinary shareholders of XPeng Inc. |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
30. |
Company Financial Statements (Parent Company Only) (continued) |
For the Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
(As Revised) (Note (i)) |
||||||||||||
Cash flows from operating activities |
||||||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities |
||||||||||||
Placement of term deposits |
— | ( |
) | ( |
) | |||||||
Investment in equity investees |
( |
) | ( |
) | ) | |||||||
Maturities of derivative assets |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Cash flows from financing activities |
||||||||||||
Proceeds from issuance of Preferred Shares |
||||||||||||
Proceeds from IPO, net of issuance cost |
— | |||||||||||
Proceeds from FO, net of issuance cost |
— | |||||||||||
Proceeds from Global Offering, net of issuance cost |
— | — | ||||||||||
Payments of listing expenses |
— | — | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
||||||||||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash |
— | ( |
) | ( |
) | |||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
) | ||||||||||
Cash, cash equivalents and restricted cash at beginning of the year |
||||||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents and restricted cash at end of the year |
||||||||||||
|
|
|
|
|
|
30. |
Company Financial Statements (Parent Company Only) (continued) |
For the Year Ended December 31, 2020 |
||||||||||||
As Previously Reported |
Revisions |
As Revised |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cash flows from operating activities |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities |
||||||||||||
Placement of term deposits |
( |
) |
— |
( |
) | |||||||
Investment in equity investees |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) |
( |
) | ||||||||
Cash flows from financing activities |
||||||||||||
Proceeds from issuance of Preferred Shares |
— |
|||||||||||
Proceeds from IPO, net of issuance cost |
— |
|||||||||||
Proceeds from FO, net of issuance cost |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
— |
|||||||||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash |
— |
( |
) |
( |
) | |||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
||||||||||||
Cash, cash equivalents and restricted cash at beginning of the year |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents and restricted cash at end of the year |
||||||||||||
|
|
|
|
|
|