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1、Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM 20-F (Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIESEXCHANGE ACT OF 1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal

2、year ended December 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934Date of event requiring this shell company reportFor the transition period from to Commissio

3、n file number 001-39466 XPeng Inc.(Exact name of Registrant as specified in its charter)Cayman Islands(Jurisdiction of incorporation or organization)No.8 Songgang Road,Changxing StreetCencun,Tianhe District,GuangzhouGuangdong 510640Peoples Republic of China(Address of principal executive offices)Hon

4、gdi Brian Gu,Honorary Vice Chairman and Co-PresidentTelephone:+86-20-6680-6680Email:At the address of the Company set forth above(Name,Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of

5、 each class Trading Symbol(s)Name of each exchangeon which registeredAmerican Depositary Shares,each representingtwo Class A ordinary shares XPEV New York Stock ExchangeClass A ordinary shares,par value US$0.00001per share*New York Stock Exchange*Not for trading on the New York Stock Exchange,but on

6、ly in connection with the listing on the New York Stock Exchange of Americandepositary shares.Securities registered or to be registered pursuant to Section 12(g)of the ActNone(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d)of the ActNone(Title of Class)I

7、ndicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by theannual report.1,550,469,464 Class A ordinary shares were outstanding as of December 31,2024348,708,257 Class B ordinary shares were outstanding as of Decembe

8、r 31,2024Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIf this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securit

9、ies Exchange Act of 1934.Yes NoIndicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(

10、2)has been subject to suchfiling requirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter p

11、eriod that the registrant was required to submit suchfiles).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growthcompany.See the definitions of“large accelerated filer,”“accelerated filer,”and“emerging grow

12、th company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant haselected not to use the ext

13、ended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a)of the Exchange Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards C

14、odification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public

15、 accounting firmthat prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.Indic

16、ate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounti

17、ng the registration has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board If“Other”has been checked in response to the previous question,indicate by check mark which co

18、nsolidated financial statement item theregistrant has elected to follow.Item 17 Item 18If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Securities ExchangeAct of 1934).Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

19、 PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes No Table o

20、f ContentsTABLE OF CONTENTS Page PART I.ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3.KEY INFORMATION 6 ITEM 4.INFORMATION ON THE COMPANY 75 ITEM 4A.UNRESOLVED STAFF COMMENTS 119 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPEC

21、TS 119 ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES 139 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 150 ITEM 8.FINANCIAL INFORMATION 152 ITEM 9.THE OFFER AND LISTING 153 ITEM 10.ADDITIONAL INFORMATION 153 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 161 ITEM 12

22、.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 162 PART II.ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES 164 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 164 ITEM 15.CONTROLS AND PROCEDURES 165 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT 166 IT

23、EM 16B.CODE OF ETHICS 166 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES 166 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 166 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 167 ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 167 ITEM 16G.

24、CORPORATE GOVERNANCE 167 ITEM 16H.MINE SAFETY DISCLOSURE 167 ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 167 ITEM 16J.INSIDER TRADING POLICIES 168 ITEM 16K.CYBERSECURITY 168 PART III.ITEM 17.FINANCIAL STATEMENTS 170 ITEM 18.FINANCIAL STATEMENTS 170 ITEM 19.EXHIBITS 1

25、70 -i-Table of ContentsCONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-FExcept where the context otherwise requires,references in this annual report to:“ADAS”are to advanced driver assistance systems,which are designed to assist drivers in driving and parking functions;“ADSs”are to American

26、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,(ii)Kuntu Technology,which isultimately beneficially owned by Ms.Chuxu Li;(iii)Guangzhou Xuetao;and(iv)the individual shareholder of

27、 Guangzhou Xuetao,beingMr.Yeqing Zheng.For avoidance of doubt,affiliate shareholders of the Group VIEs do not include(i)Xiaopeng Technology,which is oursubsidiary and holds 50%of equity interest in Zhipeng IoV,or(ii)Xiaopeng Chuxing,which is our subsidiary and holds 50%of equityinterest in Yidian Ch

28、uxing;“App”are to computer program designed to run on smartphones and other mobile services;“BIS”are to the Bureau of Industry and Security of the U.S.Department of Commerce;“Chengxing Zhidong”are to Guangzhou Chengxing Zhidong Automotive Technology Co.,Ltd.(广州橙行智动汽车科技有限公司);“China”and the“PRC”are to

29、 the Peoples Republic of China,including Hong Kong Special Administrative Region and Macau SpecialAdministrative Region,unless referencing specific laws and regulations adopted by the PRC and other legal or tax matters only applicableto mainland China;“PRC subsidiaries”and“PRC entities”refer to enti

30、ties established in accordance with PRC laws and regulations;“CLTC”are to China Light-Duty Vehicle Test Cycle,which is developed by the China Automotive Technology&Research Center toreplace European testing procedures for fuel/energy consumption and emissions;“Deposit Agreement”are to the agreement

31、among the Company,the depositary and the holders and beneficial owners of ADSs in relationto the deposit of Class A ordinary shares for the issuance of ADSs;“DiDi”are to DiDi Global Inc.,an exempted company with limited liability incorporated under the Laws of the Cayman Islands and itssubsidiaries;

32、“DiDi Share Purchase Agreement”are to the Share Purchase Agreement,dated August 27,2023,among the Company,DiDi and Da VinciAuto Co.Limited in relation to the Companys acquisition of the entire issued share capital of Xiaoju Smart Auto Co.Limited,inconsideration for the Companys newly issued Class A

33、ordinary shares;“DiDi Strategic Cooperation Agreement”are to the Strategic Cooperation Agreement,dated August 27,2023,between the Company andDiDi relating to cooperation on,among others,the research and development of an A-class automobile vehicle;“Dogotix”are to Dogotix Inc.,a company incorporated

34、in the Cayman Islands with limited liability;“E/E architecture”or“EEA”are to electrical/electronic architecture;“E/E Architecture Technical Collaboration”are to the technical collaborations between the Company and the Volkswagen Group based onthe Framework Agreement on E/E Architecture Technical Col

35、laboration,dated April 17,2024,and also the Master Agreement on E/ECollaboration,dated July 22,2024.Table of Contents “EV”or“electric vehicle”are to the battery electric vehicle used for the carriage of passengers;“GIIA”are to Guangdong Intelligent Insurance Agency Co.,Ltd.(广东智选保险代理有限公司,formerly kno

36、wn as Qingdao MiaobaoInsurance Agency Co.,Ltd.(青岛妙保保险代理有限公司);“the Group”are to XPeng Inc.,the Group VIEs and their respective subsidiaries;“Group VIEs”are to(i)Zhipeng IoV,(ii)Yidian Chuxing,(iii)Xintu Technology and(iv)GIIA.Each of Zhipeng IoV,Yidian Chuxing,Xintu Technology and GIIA is a“Group VIE

37、”;“Guangzhou Xuetao”are to Guangzhou Xuetao Enterprise Management Co.,Ltd.(广州雪涛企业管理有限公司);“HD”are to high definition;“HFCA Act”are to the Holding Foreign Companies Accountable Act;“Hong Kong Listing Rules”are to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,

38、asamended or supplemented from time to time;“ICE”are to internal combustion engine;“individual shareholders of the Group VIEs”are to(i)Mr.Zhiyuan Chen,who holds 50%of equity interest in Zhipeng IoV,and(ii)Mr.Dawu Zhao,who holds 50%of equity interest in Yidian Chuxing;“Kuntu Technology”are to Guangzh

39、ou Kuntu Technology Co.,Ltd.(广州鲲图科技有限公司);“LIDAR”are to light detection and ranging;“mid-to high-end segment”are to the segment in Chinas passenger vehicle market with prices ranging from RMB120,000 toRMB420,000,not including any government subsidy;“MIIT”are to the Ministry of Industry and Informatio

40、n Technology of the PRC;“MOF”are to the Ministry of Finance of the PRC;“MOST”are to the Ministry of Science and Technology of the PRC;“MPV”are to multi-purpose vehicle;“NEDC”are to New European Driving Cycle,which is designed to assess the emission levels of car engines and fuel economy inpassenger

41、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;-2-Table of Contents “OEM”are to automotive original equipment manufacturer;“ordinary shares”are to

42、our Class A ordinary shares,US$0.00001 par value per share and Class B ordinary shares,US$0.00001 par valueper 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 technology;“PCAOB”are to the U.S.Public Company Ac

43、counting Oversight Board;“RMB”or“Renminbi”are to the legal currency of China;“SAFE”are to State Administration of Foreign Exchange of the PRC;“Smart EV”are to electric vehicles with a rich array of connectivity,advanced driver assistance systems and smart technology features;“Subsidiaries”are to an

44、entity controlled by XPeng Inc.and consolidated with XPeng Inc.s results of operations due to XPeng Inc.sequity interest in such entity,instead of contractual arrangements;for avoidance of doubt,the Group VIEs are not subsidiaries of XPengInc.;“SUV”are to sport utility vehicle;“US$,”“U.S.dollars,”or

45、“dollars”are to the legal currency of the United States;“VMTUD”are to vehicle model technology under development;“Volkswagen China”are to Volkswagen(China)Investment Co.,Ltd.(大众汽车（中国）投资有限公司),a company incorporated under thelaws of the PRC;“Volkswagen Group”are to Volkswagen AG,a company incorporated

46、 under the laws of Germany with limited liability,the shares ofwhich are listed on Frankfurt Stock Exchange in Germany and all of its subsidiaries(including Volkswagen China and VolkswagenNominee);“Volkswagen Investment”are to the investment by the Volkswagen Group pursuant to the VW Share Purchase

47、Agreement;“Volkswagen Nominee”are to Volkswagen Finance Luxemburg S.A.,a company incorporated under the laws of Luxembourg;“VW Share Purchase Agreement”are to the Share Purchase Agreement,dated July 26,2023,among the Company,Volkswagen China andVolkswagen Nominee,pursuant to which Volkswagen China(o

48、r Volkswagen Nominee)agreed to subscribe 4.99%of the total issued andoutstanding ordinary shares of the Company(with a cap of 94,666,666 Class A ordinary shares)upon the completion of the VolkswagenInvestment;“VW Technical Framework Agreement”are to the Technical Framework Agreement,dated July 26,20

49、23,between Xiaopeng Motors andVolkswagen China in respect of the strategic technical collaboration between the Company and the Volkswagen Group;“Xiaopeng Chuxing”are to Guangzhou Xiaopeng Zhihui Chuxing Technology Co.,Ltd.(广州小鹏智慧出行科技有限公司);“Xiaopeng Motors”are to Guangdong Xiaopeng Motors Technology

50、Group Co.,Ltd.(广东小鹏 汽车科技集团有限公司),formerly knownas Guangdong Xiaopeng Motors Technology Co.,Ltd.(广东小鹏汽车科技有限公司);-3-Table of Contents “Xiaopeng Motors Sales”are to Xiaopeng Motors Sales Co.,Ltd.(小鹏汽车销售有限公司);“Xiaopeng Technology”are to Guangzhou Xiaopeng Motors Technology Co.,Ltd.(广州小鹏汽车科技有限公司);“Xintu Te

51、chnology”are to Guangzhou Xintu Technology Co.,Ltd.(广州欣图科技有限公司);“XNGP”are to XPENG Navigation Guided Pilot,which is our full-scenario ADAS solution offering advanced driver assistance;“XOS Tianji”are to our next-generation smart in-car operating system;“XPENG,”“we,”“us,”“our company”and“our”are to X

52、Peng Inc.and/or its subsidiaries,as the context requires;“XPower”are to our 800V electric drive system;“Yidian Chuxing”are to Guangzhou Yidian Zhihui Chuxing Technology Co.,Ltd.(广州易点智慧出行科技有限公司);“Zhaoqing Xiaopeng”are to Zhaoqing Xiaopeng Automobile Co.,Ltd.(肇庆小鹏汽车有限公司);“Zhaoqing Xiaopeng New Energy”

53、are to Zhaoqing Xiaopeng New Energy Investment Co.,Ltd.(肇庆小鹏新能源投资有限公司);“Zhipeng IoV”are to Guangzhou Zhipeng IoV Technology Co.,Ltd.(广州智鹏车联网科技有限公司);“Zhipeng Kongjian”are to Jiangsu Zhipeng Kongjian Information Technology Co.,Ltd.(江苏智鹏空间信息技术有限公司,formerly knownas Jiangsu Zhitu Technology Co.,Ltd.(江苏智途

54、科技股份有限公司);and “2019 Equity Incentive Plan”are to the equity incentive plan of our company approved and adopted in June 2020,as amended and restatedin August 2020 and June 2021.FORWARD-LOOKING INFORMATIONThis annual report on Form 20-F contains statements of a forward-looking nature.All statements ot

55、her than statements of historical facts areforward-looking statements.These forward-looking statements are made under the“safe harbor”provision under Section 21E of the SecuritiesExchange Act of 1934,as amended,or the Exchange Act,and as defined in the Private Securities Litigation Reform Act of 199

56、5.These statementsinvolve known and unknown risks,uncertainties and other factors that may cause our actual results,performance or achievements to be materiallydifferent from those expressed or implied by the forward-looking statements.In some cases,these forward-looking statements can be identified

57、 bywords or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“potential,”“continue,”“is/are likely to”or other similar expressions.The forward-looking statements included in this annual report relate to,among others:our goal and strategies;our expansion pl

58、ans;-4-Table of Contents our future business development,financial condition and results of operations;expected changes in our revenues,costs or expenditures;the trends in,and size of,Chinas EV market;our expectations regarding demand for,and market acceptance of,our products and services;our expect

59、ations regarding our relationships with customers,suppliers,third-party service providers,strategic partners and otherstakeholders;competition for,among other things,capital,technology and skilled personnel,in our industry;the impact of pandemic on our business,results of operations and financial co

60、ndition;changes to regulatory and operating conditions in the industry and geographical markets in which we operate;and general economic and business conditions.We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends

61、 thatwe believe may affect our financial condition,results of operations,business strategy and financial needs.You should read these statements in conjunction with the risks disclosed in“Item 3.Key InformationD.Risk Factors”of this annual report andother risks outlined in our other filings with the

62、Securities and Exchange Commission,or the SEC.Moreover,we operate in an emerging and evolvingenvironment.New risks may emerge from time to time,and it is not possible for our management to predict all risks,nor can we assess the impact ofsuch risks on our business or the extent to which any risk,or

63、combination of risks,may cause actual results to differ materially from those contained inany forward-looking statements.The forward-looking statements made in this annual report relate only to events or information as of the date on whichthe statements are made in this annual report.Except as requi

64、red by law,we undertake no obligation to update any forward-looking statements to reflectevents or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.You should read this annualreport and the documents that we have referred to in this a

65、nnual report,completely and with the understanding that our actual future results may bematerially different from what we expect.PART I.ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERSNot Applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLENot Applicable.-5-Table of ContentsITEM 3.KE

66、Y INFORMATIONCorporate StructureThe following diagram illustrates our corporate structure as of March 31,2025.Certain entities that are immaterial to our results of operations,business and financial condition are omitted.Except as otherwise specified,equity interests depicted in this diagram are hel

67、d as to 100%.(1)Investors in our Class A ordinary shares and ADSs are purchasing equity interest in XPeng Inc.(2)Includes(i)139 subsidiaries that are wholly-owned by Chengxing Zhidong,(ii)six subsidiaries and three limited partnerships of which a majorityequity interest is held by Chengxing Zhidong,

68、and(iii)Zhaoqing Xiaopeng New Energy,of which 100%equity interest was held by ChengxingZhidong.Chengxing Zhidong and its subsidiaries are primarily involved in research and development,manufacturing and selling our Smart EVsand providing after-sales services.Zhaoqing Xiaopeng New Energy holds an Ent

69、erprise Investment Project Filing Certificate of GuangdongProvince for the Zhaoqing plant and has been listed in Announcement of the Vehicle Manufacturers and Products issued by the MIIT,whichenables it to be a qualified manufacturer of EVs.(3)Includes six subsidiaries that are wholly-owned by Guang

70、dong Xiaopeng Automobile Industry Holdings Co.,Ltd.Guangdong XiaopengAutomobile Industry Holdings Co.,Ltd.and its subsidiaries are primarily involved in providing value-added services.(4)50%of equity interest in Zhipeng IoV is held by us,and Mr.Zhiyuan Chen holds the other 50%of the equity interest

71、in Zhipeng IoV.(5)50%of equity interest in Yidian Chuxing is held by us,and Mr.Dawu Zhao holds the other 50%of the equity interest in Yidian Chuxing.(6)Xintu Technology is wholly owned by Kuntu Technology.The ultimate holding company of Kuntu Technology is Guangzhou ChengpengTechnology Co.,Ltd.,in w

72、hich Ms.Chuxu Li holds 100%of the equity interest,respectively.(7)GIIA is wholly owned by Guangzhou Xuetao,and Mr.Yeqing Zheng,our vice president,holds 100%equity interest in Guangzhou Xuetao.(8)Wholly held by XPeng Dogotix Holdings Limited through intermediary holding entities.-6-Table of Contents(

73、9)Includes three subsidiaries wholly owned by Guangdong Pengxing Intelligent Co.,Ltd.,being Shenzhen Pengxing Intelligent Co.,Ltd.,ShenzhenPengxing Smart Research Co.,Ltd.and Shenzhen Pengxing Intelligent Technology Innovation Co.,Ltd.Guangdong Pengxing Intelligent Co.,Ltd.and its subsidiaries are p

74、rimarily involved in research and development of robots with human-robot interaction functions.Contractual Arrangements with the Group VIEs and Their ShareholdersXPeng Inc.is a Cayman Islands holding company,and the Groups operations are primarily conducted through its subsidiaries in China.XPengInc

75、.controls these subsidiaries through Xiaopeng Motors,which is in turn wholly-owned by XPeng Inc.s Hong Kong subsidiary,XPeng(Hong Kong)Limited.The Group also conducts certain non-core and non-essential operations through contractual arrangements with the Group VIEs.Holders of ourADSs and Class A ord

76、inary shares do not hold direct shareholding in any operating entities that are Group VIEs or their subsidiaries,but instead holdequity interest in XPeng Inc.As used in this annual report,“XPENG,”“we,”“us,”“our company”or“our”refers to XPeng Inc.and/or its subsidiaries,and“the Group”refers to XPeng

77、Inc.,the Group VIEs and their respective subsidiaries.Under the PRC laws and regulations,(i)the provision of value-added telecommunication service in the PRC is subject to foreign investmentrestrictions and license requirements,and therefore,we operate such business in China through Zhipeng IoV and

78、Yidian Chuxing,which both operatedour mobile Apps;(ii)the operation of land surface mobile surveying and preparation of true three-dimensional maps and navigation electronic maps issubject to foreign investment prohibitions and license requirements,and therefore,we operate such businesses in China t

79、hrough Xintu Technology andits subsidiary,Zhipeng Kongjian,which is primarily engaged in the operation of land surface mobile surveying and preparation of true three-dimensional maps and navigation electronic maps.We are seeking to restore our possession of Surveying and Mapping Qualification Certif

80、icate todevelop mapping and navigation solutions that will improve customers driving experience;and(iii)the provision of insurance agency service in thePRC is subject to foreign investment restrictions and license requirements,and therefore,we operate such business in China through GIIA,which isprim

81、arily engaged in the business of providing insurance agency services.As such,the VIE structure provides investors with foreign investment accessto China-based operating companies where the PRC laws and regulations either restrict or prohibit direct foreign investment in such companies.Investors may

82、never hold equity interests in such Chinese operating companies.We have entered into a series of contractual arrangements with each of Zhipeng IoV,Yidian Chuxing,Xintu Technology and GIIA,each a GroupVIE,and its respective affiliate shareholders,including(i)power of attorney agreements,equity intere

83、st pledge agreements and loan agreements,whichprovide us with effective control over such Group VIEs;(ii)exclusive service agreements,which allow us to receive substantially all of the economicbenefits from such Group VIEs;and(iii)exclusive option agreements,which provide us with exclusive options t

84、o purchase all or part of the equityinterests in or all or part of the assets of or inject registered capital into such Group VIEs when and to the extent permitted by PRC law.For details ofsuch contractual arrangements,see“Item 4.Information on the CompanyC.Organizational StructureContractual Agreem

85、ents with the VIEs andTheir Shareholders.”As a result of these contractual arrangements,we maintain a controlling financial interest as the primary beneficiary of the GroupVIEs for accounting purposes(as defined in US GAAP,ASC 810).We have consolidated their financial results in our consolidated fin

86、ancial statementswithout owning a majority equity interest in Zhipeng IoV or Yidian Chuxing or any equity interest in Xintu Technology or GIIA.The Group VIEs donot have a material contribution to the Groups results of operations and the Group VIEs do not support material revenues reported within oth

87、ersubsidiaries of our company.The contractual arrangements with the Group VIEs and the respective affiliate shareholders of the Group VIEs may not be as effective as directownership in providing us with control over the Group VIEs and involve unique risks to investors.If any of the Group VIEs or the

88、 respective affiliateshareholders of the Group VIEs fails to perform their obligations under the contractual arrangements,we may have to incur substantial costs and expendadditional resources to enforce such arrangements in reliance on legal remedies under the PRC law.These remedies may not always b

89、e effective,particularly in light of uncertainties in the PRC legal system.There are very few precedents and little formal guidance as to how contractualarrangements in the context of a variable interest entity should be interpreted or enforced under PRC law.Our contractual arrangements have not bee

90、ntested in the PRC courts.Furthermore,the Chinese regulatory authorities could disallow the VIE structure,and we may not be able to continue to obtain,hold,renew or maintain certain required permits or approvals.If we are unable to assert our control over the assets of the Group VIEs,we mayexperienc

91、e disruptions to our business or be unable to continue to consolidate the financial results of the Group VIEs in our financial statements,whichmay result in a material change in our operations and/or decline in the value of our Class A ordinary shares and ADSs.See“Item 3.Key InformationD.Risk Factor

92、sRisks Relating to Our Corporate StructureWe rely on contractual arrangements with the Group VIEs and their respective affiliateshareholders to operate certain businesses that do not have and are not expected in the foreseeable future to have material revenue contributions to theGroup.Such contractu

93、al arrangements may not be as effective as direct ownership in providing operational control and otherwise have a materialadverse effect as to our business.”-7-Table of ContentsOperations in ChinaThe Group faces various legal and operational risks and uncertainties associated with being based in and

94、 having its operations primarily in Chinaand the countrys complex and evolving laws and regulations.These risks could result in a material change in the Groups operations and/or the value ofour ADSs and Class A ordinary shares or could significantly limit or completely hinder our ability to offer or

95、 continue to offer securities to investors andcause the value of such securities to significantly decline or be worthless.For example,the Group has incurred,and will continue to incur,significantexpenses to comply with laws and regulations relating to cybersecurity and data security,including those

96、implemented recently by Chinas government.The Group also faces risks associated with regulations on offerings conducted overseas by and foreign investment in China-based issuers,the use of theGroup VIEs,and anti-monopoly regulatory actions,which may impact the Groups ability to conduct certain busin

97、esses,accept foreign investments,orlist on a U.S.or other foreign exchange outside of China.See“Item 3.Key InformationD.Risks FactorsRisks Relating to Doing Business inChina.”Furthermore,the PRC authorities have recently promulgated new or proposed laws and regulations to further regulate securities

98、 offerings that areconducted overseas by China-based issuers.For more detailed information,see“Item 4.Information on the CompanyB.Business OverviewRegulationsRegulations on M&A Rules and Overseas Listings”and“Item 4.Information on the CompanyB.Business OverviewRegulationsRegulation Related to Intern

99、et Security and Privacy Protection”.According to these new laws and regulations and the draft laws and regulations ifenacted in their current forms,in connection with our future offshore offering activities,we may be required to fulfill filing,reporting procedures with orobtain approval from the CSR

100、C,and may be required to go through cybersecurity review by the PRC authorities.On November 16,2023 andDecember 11,2023,we have submitted the filings with the CSRC with respect to our placement of Class A ordinary shares to DiDi and the VolkswagenGroup,respectively.For details of these transactions,

101、please see“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business andIndustryFrom time to time we may evaluate and potentially consummate strategic investments or acquisitions,which could require significantmanagement attention,disrupt our business and adversely affect our financial resu

102、lts.”However,we cannot assure you that we can obtain the requiredapproval or accomplish the required filing or other regulatory procedures in a timely manner,or at all.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryActual or alleged failure to comply with laws,reg

103、ulations,rules,policies and other obligations regardingprivacy,data protection,cybersecurity and information security could subject us to significant reputational,financial,legal and operationalconsequences,”“Item 3.Key InformationD.Risk Factors-Risks Relating to Our Business and IndustryChanges and

104、 developments in the PRC legalsystem and the interpretation and enforcement of PRC laws,rules and regulations may subject us to uncertainties.”and“Item 3.Key InformationD.Risks FactorsRisks Relating to Our Corporate StructureUncertainties exist with respect to the interpretation and implementation o

105、f the ForeignInvestment Law and its implementing rules and how they may impact our business,financial condition and results of operations.”PRC Permissions and ApprovalsAs of the date of this annual report,we have obtained all requisite permissions and approvals that are material to the Groups operat

106、ions in Chinaas of the date hereof,and Zhaoqing Xiaopeng New Energy,as well as our Smart EVs(the P7i,the G9,the G6,the X9,the MONA M03 and the P7+),has been listed in Announcement of the Vehicle Manufacturers and Products issued by the MIIT,which represented the governmental approval requiredfor Zha

107、oqing Xiaopeng New Energy to be a qualified manufacturer for the manufacturing and sales of our Smart EVs.Given the uncertainties regardinginterpretation,implementation and enforcement of relevant rules and regulations,as well as other factors beyond our control,we cannot assure you thatwe have obta

108、ined or will be able to obtain and maintain all requisite licenses,permits,filings and registrations.See“Item 3.Key InformationD.RiskFactorsRisks Relating to Our Business and IndustryCertain of our operating subsidiaries may be required to obtain additional licenses or permits ormake additional fili

109、ngs or registrations.”-8-Table of ContentsHolding Foreign Companies Accountable ActThe HFCA Act,may affect our ability to maintain our listing on the NYSE.Among other things,the HFCA Act provides if the SEC determinesthat we have filed audit reports issued by a registered public accounting firm that

110、 has not been subject to inspection by the PCAOB,for two consecutiveyears,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.Inthe event of such determination by the SEC,the NYSE would delist our ADSs.In Dece

111、mber 2021,the PCAOB made its determinations,or the 2021determinations,pursuant to the HFCA Act that it was unable to inspect or investigate completely registered public accounting firms headquartered inmainland China or Hong Kong including our independent auditor.After we filed our annual report on

112、Form 20-F for the fiscal year ended December 31,2021 on April 28,2022,the SEC conclusively identified us as an SEC-identified issuer on May 26,2022.On December 15,2022,the PCAOB issued areport that vacated its December 16,2021 determination and removed mainland China and Hong Kong from the list of j

113、urisdictions where it is unable toinspect or investigate completely registered public accounting firms.For this reason,we were not identified as a SEC-identified issuer under the HFCAAct after we filed the annual reports on Form 20-F for the years ended December 31,2022 and December 31,2023,respecti

114、vely,and we do not expectto be identified as a SEC-identified issuer under the HFCA Act after we file this annual report on Form 20-F for the year ended December 31,2024.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,a

115、mong otherjurisdictions.If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainlandChina and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our fina

116、ncialstatements filed with the SEC,we would be identified as a SEC-identified issuer following the filing of the annual report on Form 20-F for the relevantfiscal year.There can be no assurance that we would not be identified as a SEC-identified issuer for any future fiscal year,and if we were so id

117、entifiedfor two consecutive years,we would become subject to the prohibition on trading under the HFCA Act.See“Item 3.Key InformationD.RisksFactorsRisks Relating to Doing Business in ChinaIf the PCAOB determines that it is unable to inspect or investigate completely our auditor at anypoint in the fu

118、ture for two consecutive years,our ADSs may be prohibited from trading in the United States under the Holding Foreign CompaniesAccountable Act,as amended,or the HFCA Act,and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect theprice of our ADSs and value

119、of your investment.”Restrictions on Transfer of FundsXPeng Inc.is a holding company with no material operations of its own.We conduct our operations in China(i)primarily through our PRCsubsidiaries,and(ii)to a much lesser extent,the Group VIEs.As a result,although other means are available for us to

120、 obtain financing at the holdingcompany level,XPeng Inc.s ability to pay dividends,if any,to the shareholders and ADSs investors and to service any debt we may incur will dependupon dividends paid by our PRC subsidiaries and service fees paid by the Group VIEs.If any of our subsidiaries incurs debt

121、on its own behalf in thefuture,the instruments governing such debt may restrict its ability to pay dividends to XPeng Inc.Under PRC laws and regulations,our PRCsubsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets offshore

122、 to us.Inparticular,under PRC laws,rules and regulations,each of our subsidiaries incorporated in China is required to set aside at least 10%of its net incomeeach year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50%of its registered capital.These reserves,

123、togetherwith the registered capital,are not distributable as cash dividends.In addition,the PRC Enterprise Income Tax Law and its implementing rules impose awithholding income tax as much as 10%on dividends distributed by a foreign invested enterprise to its immediate holding company outside of Chin

124、a,unless such tax is reduced under treaties or arrangements between the PRC central government and governments of other countries or regions where thenon-PRC resident enterprise is a tax resident.The undistributed earnings that are subject to dividend tax are expected to be indefinitely reinvested f

125、or theforeseeable future.-9-Table of ContentsFurthermore,we are subject to restrictions on currency exchange.The Renminbi is currently convertible under the“current account,”whichincludes dividends,trade and service-related foreign exchange transactions,but not under the“capital account,”which inclu

126、des foreign directinvestment and loans,including loans we may secure from our PRC subsidiaries.Currently,our PRC subsidiaries may purchase foreign currency forsettlement of“current account transactions,”including payment of dividends to us,by complying with certain procedural requirements.However,th

127、erelevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.Foreign exchange transactions under the capital account remain subject to limitations and require approvals from,or registration with,the SAFE andot

128、her relevant PRC governmental authorities.Since a significant amount of our future revenues and cash flow will be denominated in Renminbi,anyexisting and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outsideof the

129、 PRC or pay dividends in foreign currencies to our shareholders,including holders of the Class A ordinary shares and/or ADSs,and may limit ourability to obtain foreign currency through debt or equity financing for our onshore subsidiaries.Since inception,we have not declared or paid any dividends on

130、 our ordinary shares or ADSs.We do not have any present plan to declare or payany dividends on our ordinary shares or ADSs in the foreseeable future.We intend to retain most,if not all,of our available funds and any futureearnings to operate and expand our business.See“Item 8.Financial InformationA.

131、Consolidated Statements and Other Financial InformationDividend Policy.”None of our subsidiaries nor any Group VIE has declared any dividends or made distributions to its shareholder for each of the yearspresented in this annual report.The service fees charged between the Group VIEs and other entiti

132、es within the Group were immaterial for each of theyears presented in this annual report.For certain Cayman Islands,PRC,Hong Kong and United States federal income tax considerations of an investment in the ADSs and Class Aordinary shares,see“Item 10.Additional InformationE.Taxation.”A.ReservedB.Capi

133、talization and IndebtednessNot Applicable.C.Reasons for the Offer and Use of ProceedsNot Applicable.D.Risk FactorsSummary of Risk FactorsInvesting in our ADSs and Class A ordinary shares involves significant risks.You should carefully consider all of the information in this annualreport before makin

134、g an investment in our ADSs and Class A ordinary shares.Below please find a summary of the principal risks we face,organizedunder relevant headings.Risks Relating to Our Business and Industry We have a limited operating history and face significant challenges as a new entrant into our industry.As we

135、 continue to grow,we may not be able to effectively manage our growth,which could negatively impact our brand and financialperformance.Unsuccessful adoption of technology like end-to-end model and large language model could adversely impact our business,operations andreputation.We may be subject to

136、risks associated with ADAS technologies.-10-Table of Contents Chinas passenger vehicle market is highly competitive,and demand for EVs may be cyclical and volatile.Our research and development efforts may not yield expected results.If our Smart EVs,including software systems,fail to offer a good mob

137、ility experience and meet customer expectations,our business,results of operations and reputation would be materially and adversely affected.We may not be able to successfully develop the processing hardware and ramp up its production in a cost-efficient manner.We may not be able to expand our physi

138、cal sales network cost-efficiently,and our franchise model is subject to a number of risks.Our financial results may vary significantly from period to period due to the seasonality of our business and fluctuations in our operatingcosts.We depend on revenues generated from a limited number of Smart E

139、V models.Our customers may cancel their orders despite their deposit payment and online confirmation.The shortage in the supply of semiconductors may be disruptive to the Groups operations and adversely affect our business,results ofoperations and financial condition.We have incurred significant los

140、ses and had recorded negative cash flows from operating activities in the past,all of which may continue inthe future.Our business plans require a significant amount of capital.If we fail to obtain required external financing to sustain our business,we maybe forced to curtail or discontinue the Grou

141、ps operations.In addition,our future capital needs may require us to sell additional equity ordebt securities that may dilute our shareholders or introduce covenants that may restrict the Groups operations or our ability to paydividends.From time to time,we may evaluate and potentially consummate st

142、rategic investments or acquisitions,which could require significantmanagement attention,disrupt our business and adversely affect our financial results.We have entered into collaborations,and may establish or seek collaborations,and we may not timely realize the benefits of sucharrangements.The unav

143、ailability,reduction or elimination of government and economic incentives or government policies that are favorable for newenergy vehicles and domestically produced vehicles could materially and adversely affect our business,financial condition and results ofoperations.Actual or alleged failure to c

144、omply 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.Forinstance,any misuse of smart technology,such as facial recognition te

145、chnology,may have a material adverse effect on our reputation andresults of operations.-11-Table of ContentsRisks Relating to Doing Business in China Changes and developments in the political,economic and social policies of the PRC government may materially and adversely affect ourbusiness,financial

146、 condition and results of operations and may result in our inability to sustain our growth and expansion strategies.TheChinese government may intervene or influence the Groups operations if we fail to comply with applicable PRC laws,regulations orregulatory requirements,and may exert more control ov

147、er offerings conducted overseas and foreign investment in China-based issuers,which could result in a material change in the Groups operations and the value of our Class A ordinary shares and ADSs.Any actions bythe Chinese government to exert more oversight and control over offerings that are conduc

148、ted 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 ADSsto investors and cause the value of such securities to significantly decline or be worthless.For instance,on Febr

149、uary 17,2023,the China Securities Regulatory Commission,or the CSRC,promulgated the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Companies(“Overseas Listing Trial Measures”)and relevant fiveguidelines,which became effective on March 31,2023.The Overseas Listin

150、g Trial Measures impose filing requirements on both“direct”and“indirect”overseas offering or listing of PRC domestic companies.As of the date of this annual report,we have not been informed byany PRC governmental authority of any requirement that we shall apply for approval or filing for our initial

151、 public offering in the U.S.inAugust 2020,our follow-on public offering completed in December 2020 or our listing on the Hong Kong Stock Exchange and theassociated public offering in July 2021.However,since the PRC authorities have promulgated new laws and regulations recently to further regulate se

152、curities offerings that areconducted overseas,in connection with our future overseas securities offering or listing,we may be required to fulfill filing,reportingprocedures or other administrative procedures with the CSRC or other PRC government authorities.In addition,we cannot guarantee thatnew ru

153、les or regulations promulgated in the future will not impose any additional requirement on us or otherwise to tighten the regulationson PRC companies seeking overseas listing.Any failure to obtain the relevant approval or complete the filings and other relevantregulatory procedures may subject us to

154、 regulatory actions or other penalties from the CSRC or other PRC regulatory authorities,whichmay have a material adverse effect on our business,operations or financial conditions.Changes and developments in the PRC legal system and the interpretation and enforcement of PRC laws,rules and regulation

155、s may subjectus to uncertainties.The audit report included in this annual report is prepared by an auditor located in a jurisdiction which the U.S.Public CompanyAccounting Oversight Board was unable to inspect and investigate completely before 2022 and,as such,our investors have been deprivedof the

156、benefits of such inspections in the past,and may be deprived of the benefits of such inspections in the future.If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future for two consecutiveyears,our ADSs may be prohibited from trading in the

157、 United States under the Holding Foreign Companies Accountable Act,as amended,or the HFCA Act,and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of ourADSs and value of your investment.Certain PRC regulations establish procedures for acquisit

158、ions conducted by foreign investors that could make it more difficult for us togrow through acquisitions.-12-Table of Contents PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or ourPRC subsidiaries to liability or penaltie

159、s,limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries abilityto increase their registered capital or distribute profits.Risks Relating to Our Corporate Structure Revenue contributions from the Group VIEs have not been and are not expected in the foreseeable fu

160、ture to be material.Nonetheless,if thePRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions onforeign investment in the relevant industries,or if these regulations or the interpretation of existing regulations change in th

161、e future,ourClass A ordinary shares and ADSs may decline in value if we are unable to assert our contractual control rights over the assets of theGroup VIEs.We rely on contractual arrangements with the Group VIEs and their respective affiliate shareholders to operate certain businesses that donot ha

162、ve and are not expected in the foreseeable future to have material revenue contributions to the Group.Such contractual arrangementsmay not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to ourbusiness.Our contractual arrangements

163、with the Group VIEs may result in adverse tax consequences to us.If we exercise the option to acquire equity ownership of the Group VIEs,the ownership transfer may subject us to certain limitations andsubstantial costs.The affiliate shareholders of the Group VIEs may have potential conflicts of inte

164、rest with us,which may materially and adversely affectour business and financial condition.Risks Relating to Our Business and IndustryWe have a limited operating history and face significant challenges as a new entrant into our industry.We began operations in 2015 and have a limited operating histor

165、y.We have limited history in most aspects of our business operations,includingdesigning,testing,manufacturing,marketing and selling our Smart EVs,as well as offering our services.We started production of our first mass-produced Smart EV,the G3,a compact SUV,in November 2018.We have constructed a man

166、ufacturing plant in Zhaoqing,Guangdong province,and theplant is the first manufacturing facility owned by us.We have also constructed a manufacturing plant in Guangzhou,Guangdong province,and startedmanufacturing Smart EVs at this plant in December 2022.We have successively launched and delivered a

167、number of vehicle models and their variants,and as of the date of this annual report,our product offering included the P7i,the G9,the G6,the X9,the MONA M03 and the P7+.-13-Table of ContentsYou should consider our business and prospects in light of the risks and challenges we face as a new entrant i

168、nto our industry,including,amongother things,with respect to our ability to: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 i

169、n 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 agencyservice,automotive loan referral and charging solutions;improve operating effi

170、ciency 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 regul

171、atory environment.If we fail to address any or all of these risks and challenges,our business may be materially and adversely affected.Our Smart EVs are highlytechnical products that require ongoing maintenance and support.As a result,consumers will be less likely to purchase our Smart EVs if they a

172、re notconvinced that our business will succeed or that the Groups operations will continue for many years.Similarly,suppliers and other third parties will beless likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed.

173、As we continue to grow,we may not be able to effectively manage our growth,which could negatively impact our brand and financial performance.We have experienced significant growth in the past several years.Our revenues increased from RMB26,855.1 million in 2022 toRMB30,676.1 million in 2023,and furt

174、her to RMB40,866.3 million in 2024,and the number of Smart EVs delivered by us increased from 120,757 unitsin 2022 to 141,601 units in 2023 and further to 190,068 units in 2024.We plan to further grow our business by,among other things,investing intechnology,expanding our product portfolio,providing

175、 technology services,strengthening our brand recognition,expanding our sales and marketingnetwork and service offerings.Our future operating results will depend to a large extent on our ability to manage our expansion and growth successfully.Risks that we face in undertaking this expansion include,a

176、mong others: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 en

177、hancing administrative infrastructure,systems and processes;and executing our strategies and business initiatives successfully.Any failure to manage our growth effectively could materially and adversely affect our business,prospects,results of operations and financialcondition.-14-Table of ContentsW

178、e may be subject to risks associated with ADAS technologies.We continuously upgrade our ADAS technologies through in-house research and development.ADAS technologies are subject to risks and fromtime to time there have been accidents associated with such technologies.Although we attempt to remedy an

179、y issues we observe in our Smart EVs aseffectively and rapidly as possible,such efforts may not be timely,may hamper production or may not be to the satisfaction of our customers.Moreover,ADAS technology is still evolving and is yet to achieve wide market acceptance.The safety of ADAS technologies d

180、epends in part on driver interaction,and drivers may not be accustomed to using such technologies.To the extent accidents associated with our ADAS systems occur,we could be subject toliability,government scrutiny and further regulation.In April 2023,our G9 SUV obtained the Guangzhou Intelligent Conn

181、ected Vehicle Passenger TestPermit,and the testing area covered all general testing roads in Guangzhou.In 2024,we also unveiled our Hawkeye Visual Solution and have continuedroll out upgrades to our ADAS system to deliver better user experience to our customers.As the penetration and availability of

182、 our ADAS systemscontinues to grow,the possibility that our ADAS technologies are involved in accidents may correspondingly increase.Furthermore,accidents or defectscaused by third parties ADAS technology may negatively affect public perception,or result in regulatory restrictions,with respect to AD

183、AStechnology.Such accidents where our or any third partys ADAS technology is involved may be the subject of significant public attention.There also remains significant uncertainty in the legal implications to providers of emerging ADAS and autonomous driving technologies oftraffic collisions or othe

184、r accidents involving such technologies,particularly given variations in legal and regulatory regimes that are emerging,and wemay become liable for losses that exceed the current industry norms as the regulatory and legal landscape develops.Our ADAS technologies may beaffected by regulatory restrict

185、ions.Government safety regulations are subject to change based on a number of factors that are not within our control,including new scientific or technological data,adverse publicity regarding the industry,recalls,concerns regarding safety risks of autonomous drivingand ADAS,accidents involving our

186、solutions or those of others,domestic and foreign political developments or considerations and litigation relating toour solutions and our competitors products.Changes in government regulations,especially those relating to ADAS and autonomous driving,could adversely affect our business,results ofope

187、rations,and financial condition.For example,on November 17,2023,the MIIT,the Ministry of Public Security,the Ministry of Housing and Urban-Rural Development,and the Ministry of Transport jointly promulgated the Notice of Implementing the Pilot Program of Access and On-Road Traffic ofIntelligent Conn

188、ected Vehicles(the“2023 Pilot Program”),which took effect on the same day.Pursuant to the 2023 Pilot Program,vehiclemanufacturers are eligible for carrying out on-road testing for intelligent connected vehicles equipped with autonomous driving functions(referred to asLevel 3 autonomous driving funct

189、ion(conditionally automated driving)and Level 4 autonomous driving function(highly automated driving)asprovided in the Taxonomy of Driving Automation for Vehicles)and ready for mass production in restricted areas only after passing the product testingand safety assessment conducted by the relevant a

190、uthorities and obtaining the access approvals from the MIIT.In addition,on December 5,2023,theMinistry of Transport issued the Guidelines on Transportation Safety Services for Autonomous Vehicles(for Trial Implementation),which providesrelevant guidance for vehicles which are capable of performing a

191、ll dynamic driving tasks under designed operating conditions according to relevantnational standards and have obtained the access approvals from the MIIT,including but not limited to,requirements for application scenarios,operatorsof autonomous vehicles,safety and security,supervision and overall ma

192、nagement.Furthermore,our research and development activities on ADAS are subject to regulatory restrictions on surveying and mapping,as well asdriverless road testing.For instance,on July 26,2024,the Ministry of Natural Resources promulgated the Notice on Strengthening the Administration ofSurveying

193、,Mapping and Geoinformation Security Relating to Intelligent Connected Vehicles.This notice provides that surveying and mappingactivities related to intelligent connected vehicles must be conducted in accordance with the law,that confidential and sensitive geographic informationdata must be strictly

194、 managed,and that electronic navigation maps must be strictly reviewed.In addition,the notice implements requirements for thestorage of geoinformation data and cross-border transfer of such data,strengthens the regulation of geoinformation security,and encourages theexploration of geographic informa

195、tion security applications.Any tightening of regulatory restrictions could have a material adverse impact on ourdevelopment of ADAS technology.-15-Table of ContentsChinas passenger vehicle market is highly competitive,and demand for EVs may be cyclical and volatile.Chinas passenger vehicle market is

196、 large yet competitive,and we have strategically focused on offering Smart EVs for the mid-to high-endsegment.Our Smart EVs directly compete with(i)other EVs,including pure play EVs,and NEVs,which include plug-in hybrid electric vehicles,hybrid electric vehicles and fuel cell electric vehicles,espec

197、ially those targeting the mid-to high-end segment,and(ii)ICE vehicles in the mid-tohigh-end segment offered by traditional OEMs.We may also in the future face competition from new entrants that will increase the level of competition.Many of our current and potential competitors,particularly internat

198、ional competitors,have more financial,technical,manufacturing,marketing andother resources than we do,and may be able to devote significant resources to the design,development,manufacturing,distribution,promotion,sale andsupport of their products.We expect competition in our industry to intensify in

199、 the future in light of increased demand and regulatory push for alternative fuel vehicles,continuing globalization and consolidation in the worldwide automotive industry.Factors affecting competition include,among others,product qualityand features,innovation and development time,pricing,reliabilit

200、y,safety,energy efficiency,sales and marketing capabilities,distribution network,customer service and financing terms.Increased competition may lead to lower vehicle unit sales and increased inventory,which may result indownward price pressure and adversely affect our business,financial condition,op

201、erating results and prospects.There can be no assurance that we willbe able to compete successfully.Our competitors may introduce new vehicles or services that surpass the quality or performance of our Smart EVs orservices,which would adversely affect our competitive position in the market.They may

202、also offer vehicles or services at more competitive prices,which would have an adverse impact on our sales and profitability.We have witnessed increasing price competition in the Smart EV industry in recentyears,which imposed downward pressure on the sale prices of our products and our gross margin.

203、For instance,since January 2024,certain of ourcompetitors have announced price cuts or discounts to their products and we have also announced price discounts to certain of our vehicle models.However,we cannot assure you that we will be able to compete successfully in price against our competitors,no

204、r can we assure you that the competitivepressures we face currently will not decrease our revenue and profits in the future.In addition,we may compete with state-owned enterprises orcompanies that have received investments or other forms of support from state-owned enterprises or other government en

205、tities,and such competitorsmay therefore possess more resources than us.If products from our competitors successfully compete with or surpass the quality or performance of ourvehicles at more competitive prices,our profitability and results of operations may be materially and adversely affected.-16-

206、Table of ContentsIn addition,volatility in the automobile industry may materially and adversely affect our business,prospects,operating results and financialcondition.The sales volume of EVs in the mid-to high-end segment in China may not grow at the rate that we expect,or at all.Demand for EVsdepen

207、ds to a large extent on general,economic,political and social conditions in a given market and the introduction of new vehicles and technologies.As a new entrant to the EV market,we have fewer financial resources than more established OEMs to withstand changes in the market and disruptionsin demand.

208、Demand for our Smart EVs may also be affected by factors directly impacting automobile price or the cost of purchasing and operatingautomobiles,such as sales and financing incentives,prices of raw materials and components,cost of oil and gasoline and governmental regulations,including tariffs,import

209、 regulation and sales taxes.Volatility in demand may lead to lower vehicle unit sales and increased inventory,which may resultin further downward price pressure and adversely affect our business,prospects,financial condition and operating results.These effects may have amore pronounced impact on our

210、 business given our relatively smaller scale and less financial resources as compared to many traditional OEMs.Our research and development efforts may not yield expected results.Technological innovation is critical to our success,and we strategically develop most of key technologies in-house,such a

211、s ADAS,intelligentoperating system,powertrain and E/E architecture.We have been investing heavily on our research and development efforts.In 2022,2023 and 2024,our research and development expenses amounted to RMB5,214.8 million,RMB5,276.6 million and RMB6,456.7 million,respectively.Our researchand

212、development expenses accounted for 19.4%,17.2%and 15.8%of our total revenues for 2022,2023 and 2024,respectively.The EV industry isexperiencing rapid technological changes,and we need to invest significant resources in research and development to lead technological advances inorder to remain competi

213、tive in the market.Therefore,we expect that our research and development expenses will continue to be significant.Furthermore,research and development activities are inherently uncertain,and there can be no assurance that we will continue to achieve technologicalbreakthroughs and successfully commer

214、cialize such breakthroughs.As a result,our significant expenditures on research and development may notgenerate corresponding benefits.If our research and development efforts fail to keep up with the latest technological developments,we would suffer adecline in our competitive position.For example,w

215、e believe ADAS is a key factor that differentiates our Smart EVs from competing products,and wehave dedicated significant research and development efforts.The outcome of such efforts may not be successfully commercialized or accepted by themarket.Any delay or setbacks in our efforts to improve our A

216、DAS capabilities could materially and adversely affect our business,reputation,results ofoperations and prospects.Besides our in-house expertise,we also rely on certain technologies of our suppliers to enhance the performance of our Smart EVs.In particular,we do not manufacture battery cells or semi

217、conductors,which makes us dependent upon suppliers for the relevant technologies.As technologies change,we plan to upgrade our existing models and introduce new models in order to provide Smart EVs with the latest technologies,including battery cells andsemiconductors,which could involve substantial

218、 costs and lower our return on investment for existing models.There can be no assurance that we willbe able to equip our Smart EVs with the latest technologies.Even if we are able to keep pace with changes in technologies and develop new models,ourprior models could become obsolete more quickly than

219、 expected,potentially reducing our return on investment.If our Smart EVs,including software systems,fail to offer a good mobility experience and meet customer expectations,our business,results ofoperations and reputation would be materially and adversely affected.We tailor our Smart EVs for Chinas m

220、iddle-class consumers.Our Smart EVs offer smart technology functions,including ADAS and smartconnectivity,to make the mobility experience more convenient.There can be no assurance that we will be able to continue to enhance such smarttechnology functions and make them more valuable to our target cus

221、tomers.In the design process,we pay close attention to the preferences of our targetcustomers.However,there can be no assurance that we are able to accurately identify consumer preferences and effectively address such preferences inour Smart EVs design.Furthermore,the driving experience of a Smart E

222、V is different from that of an ICE vehicle,and our customers may experiencedifficulties in adapting to the driving experience of a Smart EV.As consumer preferences are continuously evolving,we may fail to introduce desirableproduct features in a timely manner.-17-Table of ContentsOur Smart EVs may c

223、ontain defects in design or manufacturing that cause them not to perform as expected or that require repair,and certainfeatures of our Smart EVs may take longer than expected to become enabled.For example,the operation of our Smart EVs is highly dependent on ourproprietary software,such as XNGP and

224、XOS Tianji,which is inherently complex.These software systems may contain latent defects and errors or besubject to external attacks.Although we attempt to remedy any issues we observe in our Smart EVs as effectively and rapidly as possible,such effortsmay not be timely or may not be to the satisfac

225、tion of our customers.Furthermore,while we have performed extensive internal testing on the Smart EVswe manufacture,we currently have a limited frame of reference by which to evaluate detailed long-term quality,reliability,durability and performancecharacteristics of our Smart EVs.We cannot assure y

226、ou that our Smart EVs are free of defects,which may manifest over time.Product defects,delays orother failures of our products to perform as expected could damage our reputation and result in product recalls,product liability claims and/or significantwarranty and other expenses,and could have a mate

227、rial adverse impact on our business,financial condition,operating results and prospects.Additionally,we are actively adding new smart technology features to our offerings,including the smart voice assistant in our XOS Tianji in-caroperating system.These new features are subject to market acceptance,

228、and any incident involving our Smart EV may negatively impact the perceptionof our products and services and may further result in damages to our brand image and customer trust.We are also making significant investments insmart technology including end-to-end model and large language model to improv

229、e the driving and riding experience of our vehicles.The developmentand use of such technology can be complex and involve significant costs and risks.There can be no assurance that our investments in and usage of suchtechnology will achieve the benefits we anticipated.These technologies may have limi

230、tations,including biases and errors,and there are also risks ofsystem failures and disruptions and risks relating to cybersecurity,privacy,intellectual property and ethics.Furthermore,the legal regulatory regimerelating to such technology is developing in many jurisdictions,and new rules and regulat

231、ions could significantly increase our compliance costs,requireus to modify our technologies and business practices,prevent or limit our use of such technology in certain circumstances or result in regulatoryinvestigations,fines and penalties.We may not be able to successfully develop the processing

232、hardware and ramp up its production in a cost-efficient manner.We have limited history of developing the processing hardware,and we may not be able to develop and introduce the processing hardware that fitsour business demand and vehicle models.In August 2024,we announced that our processing hardwar

233、e has been successfully tapped-out.The success ofdeveloping processing hardware may affect our capability to develop and introduce new and enhanced autonomous driving and cross-domain productsand solutions that incorporate and integrate the latest technological advancements in sensing and perception

234、 technologies,software and hardware,andcamera,radar,LiDAR,mapping,and deep learning technologies to satisfy evolving customer,regulatory,and safety rating requirements.There can be no assurance that our efforts seeking design wins for the processing hardware will succeed.Despite of our successful ta

235、pe-out of theprocessing hardware with foundry supplier in August 2024,we may not be able to complete the development of the processing hardware or ramp up itsproduction in a cost-efficient manner,or at all.We cooperate with our foundry and other suppliers to manufacture,assemble,package and test the

236、processing hardware.From time to time,these third parties may become unable to perform these services on a timely or cost-effective basis,in sufficientvolumes,or at all.In some cases,there are limited or no readily available satisfactory alternate providers.Any business disruption at such suppliersf

237、acilities may result in supply shortage of the processing hardware.We may not be able to expand our physical sales network in China cost-efficiently,and our franchise model is subject to a number of risks.As of December 31,2024,our physical sales network consisted of 690 stores,covering 226 cities i

238、n China.We plan to expand our physical salesnetwork through a combination of direct stores and franchised stores.This planned expansion may not have the desired effect of increasing sales andenhancing our brand recognition in a cost-efficient manner and requires certain adjustments in our sales and

239、marketing operation.For our direct stores,we may need to invest significant capital and management resources to operate existing direct stores and open new ones,andthere can be no assurance that we will be able to improve the operational efficiency of our direct stores.-18-Table of ContentsWhile our

240、 franchise model enables us to pursue an asset-light expansion strategy,such model is also subject to a number of risks,and ourincreasing focus on developing our franchise network may result in increasing dependence on the performance of our franchisees and our ability toeffectively manage our netwo

241、rk of distributors.We may not be able to identify,attract and retain a sufficient number of franchisees with the requisiteexperience and resources to operate franchised stores.We rely on our agreements with franchisees and the policies and measures we have in place tomanage our franchise network,and

242、 any violation by our franchisees on such agreements may have an adverse effect on our business.Our franchisees areresponsible for the day-to-day operation of their stores.Although we offer the same trainings and implement the same service standards for staff fromboth direct stores and franchised st

243、ores,we have limited control over how our franchisees businesses are run.If our franchisees fail to deliver highquality customer service and resolve customer complaints in a timely manner,if any of their misconduct leads to damages to our brand image andreputation or if they fail to maintain the req

244、uisite licenses,permits or approvals,our business could be adversely affected.In addition,our agreementswith certain of our franchisees are non-exclusive.While they are required to only sell our Smart EVs in the XPENG-branded franchised stores,they mayoperate other stores that sell vehicles of multi

245、ple other brands.These franchisees may dedicate more resources to the stores outside of our sales networkand may not be able to successfully implement our sales and marketing initiatives.Furthermore,our franchisees may engage aggressive competitionagainst each other,resulting in cannibalization amon

246、g such franchisees.Any such behavior or occurrence may harm our business,prospects,financialcondition and results of operation.Our financial results may vary significantly from period to period due to the seasonality of our business and fluctuations in our operating costs.Our operating results may v

247、ary significantly from period to period due to many factors,including seasonal factors that may have an effect on thedemand for our Smart EVs.Demand for new cars typically declines around the Chinese New Year holiday,while sales are generally higher in the fourthquarter of a calendar year.Our limite

248、d operating history makes it difficult for us to judge the exact nature or extent of the seasonality of our business.The cyclicality in seasonal fluctuations may continue in the foreseeable future.Accordingly,our revenue,cash flow,operating results and other keyoperating and performance metrics may

249、vary from quarter to quarter due to the seasonal nature of the market demand.Uneven cash flow from quarter toquarter may cause additional difficulties in our efforts to manage liquidity and may materially and adversely affect our liquidity and our ability to fundand expand our business.In addition,w

250、e may record significant increase in revenues when we commence mass delivery of a new product to fulfillcustomer orders accumulated in prior periods,but we may not be able to maintain our revenues at similar levels in subsequent periods.Also,any healthpandemic or epidemics such as the COVID-19 pande

251、mic and natural disasters such as unusually severe weather conditions in some markets may impactdemand for,and our ability to manufacture and deliver,our Smart EVs.Our operating results could also suffer if we do not achieve revenues consistentwith our expectations for this seasonal demand because m

252、any of our expenses are based on anticipated levels of annual revenues.We also expect our period-to-period operating results to vary based on our operating costs,which we anticipate will increase significantly in futureperiods as we,among other things,design and develop new models,develop new techno

253、logical capabilities,ramp up our manufacturing facilities andexpand our physical sales network,as well as expanding our general and administrative functions to support our growing operations.We may incursubstantial research and development and/or selling expenses when we develop and/or promote a new

254、 product in a given period without generating anyrevenue from such product until we start delivery of such products to customers in future periods.As a result of these factors,we believe thatperiod-to-period comparisons of our operating results are not necessarily meaningful and that these compariso

255、ns may not be indicative of futureperformance.Moreover,our operating results may not meet expectations of equity research analysts or investors.If this occurs,the trading price of ourADSs and/or Class A ordinary shares could fall substantially either suddenly or over time.We depend on revenues gener

256、ated from a limited number of Smart EV models.Our business initially depended substantially on the sales and success of the G3,a compact SUV,which was our only mass-produced Smart EV inthe market prior to May 2020,and since then we have successively launched a number of vehicle models and their vari

257、ants.On the other hand,as wecontinue to adjust our product offerings,certain vehicle models have also phased out of our product portfolio.As of the date of this annual report,ourproduct offering included the P7i,the G9,the G6,the X9,the MONA M03 and the P7+.Historically,automobile customers have com

258、e to expect avariety of vehicle models offered in an OEMs product portfolio and new and improved vehicle models to be introduced frequently.In order to meetthese expectations,we plan to continuously introduce new models to enrich our product portfolio,as well as introducing new versions of existing

259、SmartEV models.To the extent our product variety and cycles do not meet consumer expectations,or cannot be produced on our projected timelines and costand volume targets,our future sales may be adversely affected.Given that for the foreseeable future our business will depend on a limited number ofmo

260、dels,to the extent a particular model is not well-received by the market,our sales volume could be materially and adversely affected.This could havea material adverse effect on our business,prospects,financial condition and operating results.-19-Table of ContentsOur customers may cancel their orders

261、 despite their deposit payment and online confirmation.Orders and reservations for our Smart EVs are subject to cancelation by the customer prior to the delivery of the Smart EV.Our customers maycancel their orders for many reasons beyond our control,and we have experienced cancelation of orders in

262、the past.In addition,customers may canceltheir orders even after they have paid deposits.The potentially long wait from the time a reservation is made until the time the Smart EV is deliveredcould also impact customer decisions on whether to ultimately make a purchase,due to potential changes in pre

263、ferences,competitive developments,andother factors.If we encounter delays in the deliveries of our Smart EVs,a significant number of orders may be canceled.As a result,we cannot assureyou that orders will not be canceled and will ultimately result in the final purchase,delivery,and sale of the Smart

264、 EVs.Such cancelations could harmour business,brand image,financial condition,results of operations and prospects.The shortage in the supply of semiconductors may be disruptive to the Groups operations and adversely affect our business,results of operationsand financial condition.The automotive indu

265、stry has experienced in recent years,and may continue to experience or experience in the future,a global shortage in thesupply of semiconductors.Since October 2020,the supply of semiconductors used for automotive production has been subject to a global shortage.Although such global semiconductor sho

266、rtage has not yet had a material negative impact on the Groups operations,there is no assurance that we will beable to continue to obtain sufficient number of semiconductor-contained components at reasonable cost for the Groups operations,to the extent thatsuch semiconductor shortage continues or oc

267、curs again in the future.In addition,we source a number of semiconductor-contained components used byus from single-source suppliers.Should any single-source suppliers of semiconductor-contained components become unable to meet our demand orbecome unwilling to do so on terms that are acceptable to u

268、s,it may take us significant time,and we may incur significant expenses to find alternativesuppliers.In October 2022,the BIS released broad changes in export controls,including new regulations restricting the export to China of advancedsemiconductors,supercomputer technology,equipment for the manufa

269、cturing of advanced semiconductors and associated components and technology.On October 17,2023,the BIS announced additional semiconductor regulations expanding and enhancing export controls under the October 2022regulations.In December 2024,the BIS announced further restrictions on the export of tec

270、hnologies relating to advanced-node semiconductors.OnJanuary 13,2025,BIS announced an export control framework for artificial intelligence diffusion with a three-tier export authorization regime foradvanced computing chips,under which China would be subject to a presumption of denial,as well as expo

271、rt controls on certain closed artificialintelligence model weights.Additionally,in January 2025,a program established by the U.S.Department of the Treasury became effective,whichimposed restrictions on U.S.outbound investment transactions involving persons of“countries of concern,”a designation curr

272、ently limited to China,incertain technology sectors.Our existing or potential suppliers may be adversely affected by this program,with their funding sources and partnershipswith U.S.entities being restricted by the program.These export controls and regulatory restrictions,as well as other similar re

273、gulatory restrictions thatmay be imposed from time to time,may adversely affect certain parts of our operations,including our efforts to develop and utilize our processinghardware.There can be no assurance that the United States or other countries will not impose more stringent export controls that

274、may prohibit or restrictour ability to,directly or indirectly,source semiconductor and other components and raw materials,or otherwise affect our business.It is difficult topredict what further trade-related actions the United States or other governments may take,and we may be unable to quickly and

275、effectively react to ormitigate such actions.If we were required to utilize another supplier for semiconductor-contained components,we would need to qualify and customizethe components from alternative suppliers,which could be time consuming and require substantial expenses.If we are unable to find

276、an alternativesupplier willing and able to meet our needs on terms acceptable to us on a timely basis or at all,our production and deliveries would be materiallydisrupted,which may materially and adversely affect our business,results of operations and financial condition.-20-Table of ContentsWe have

277、 incurred significant losses and had recorded negative cash flows from operating activities in the past,all of which may continue in thefuture.We have not been profitable since our inception.The design,manufacture,sale and servicing of Smart EVs is a capital-intensive business.Wehave been incurring

278、losses from operations since inception.We incurred net losses of RMB9,139.0 million,RMB10,375.8 million andRMB5,790.3 million for 2022,2023 and 2024,respectively.We have had negative cash flows from operating activities since inception.Net cash used inoperating activities was RMB8,232.4 million and

279、RMB2,012.3 million for 2022 and 2024,respectively.Although we recorded net cash provided byoperating activities of RMB956.2 million for 2023,we cannot assure you that we will achieve or maintain such positive cash flow in the future.Inaddition,we have made significant up-front investments in researc

280、h and development,our vehicle plants in Zhaoqing and Guangzhou and the newmanufacturing base in Wuhan,our sales and service network,our charging network,as well as marketing and advertising,to rapidly develop and expandour business.We expect to continue to invest significantly in these areas to furt

281、her expand our business,and there can be no assurance that we willsuccessfully execute our business strategies.We may not generate sufficient revenues for a number of reasons,including lack of demand for our SmartEVs and services,increasing competition,challenging macro-economic environment,supply c

282、hain disruption,as well as other risks discussed herein.Our ability to become profitable in the future will not only depend on our efforts to sell our Smart EVs and services but also to control our costs.If weare unable to adequately control the costs associated with the Groups operations,we may con

283、tinue to experience losses and negative cash flows fromoperating activities in the future.We may need additional capital resources in the future if we experience changes in business condition or other unanticipated developments,or ifwe wish to pursue opportunities for investments,acquisitions,capita

284、l expenditures or similar actions.In addition,we have not recorded net income sinceinception or positive cash flows from operating activities in financial years preceding 2023.As such,we may continue to rely on equity or debtfinancing to meet our working capital and capital expenditure requirements.

285、If we were unable to obtain such financing in a timely manner or on termsthat are acceptable,or at all,we may fail to implement our business plans or experience disruptions in our operating activities,and our business,financial condition and results of operations would be materially and adversely af

286、fected.Our business plans require a significant amount of capital.If we fail to obtain required external financing to sustain our business,we may be forcedto curtail or discontinue the Groups operations.In addition,our future capital needs may require us to sell additional equity or debt securities

287、thatmay dilute our shareholders or introduce covenants that may restrict the Groups operations or our ability to pay dividends.Our business and our future plans are capital-intensive.We will need significant capital to,among other things,conduct research anddevelopment,ramp up our production capacit

288、y and expand our sales and service network.As we ramp up our production capacity and operations,wemay also require significant capital to maintain our property,plant and equipment and such costs may be greater than anticipated.We expect that ourlevel of capital expenditures will be significantly aff

289、ected by user demand for our Smart EVs and services.Given we have a limited operating history,we have limited historical data on the demand for our Smart EVs and services.As a result,our future capital requirements may be uncertain and actualcapital requirements may be different from those we curren

290、tly anticipate.We plan to seek equity or debt financing to finance a portion of our capitalneeds.On December 6,2023,we completed the issuance of 94,079,255 Class A ordinary shares to the Volkswagen Group for approximatelyUS$705.6 million.However,such financing might not be available to us in a timel

291、y manner or on terms that are acceptable,or at all,in the future.If wefail to obtain required additional financing to sustain our business before we are able to produce levels of revenue to meet our financial needs,we wouldneed to delay,scale back or eliminate our business plan and may be forced to

292、curtail or discontinue the Groups operations.-21-Table of ContentsOur ability to obtain the necessary financing to carry out our business plan is subject to a number of factors,including general market conditionsand investor acceptance of our business plan.These factors may make the timing,amount,te

293、rms and conditions of such financing unattractive orunavailable to us.In particular,recent disruptions in the financial markets and volatile economic conditions could affect our ability to raise capital.If weare unable to raise sufficient funds,we will have to significantly reduce our spending or de

294、lay or cancel our planned activities.In addition,our futurecapital needs and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility.The sale of additionalequity or equity-linked securities could dilute our shareholders.We may also raise equit

295、y financing through one or more of our operating subsidiaries inthe PRC.As a result,our net loss or net income would be partially attributable to the investors of such operating subsidiaries,which would affect netloss or net income attributable to shareholders of XPeng Inc.The issuance of debt secur

296、ities and incurrence of additional indebtedness would result inincreased debt service obligations.Holders of any debt securities or preferred shares will have rights,preferences and privileges senior to those ofholders of our ordinary shares in the event of liquidation.Any financial or other restric

297、tive covenants from any debt securities would restrict the Groupsoperations or our ability to pay dividends to our shareholders.From time to time,we may evaluate and potentially consummate strategic investments or acquisitions,which could require significant managementattention,disrupt our business

298、and adversely affect our financial results.We may evaluate and consider strategic investments,combinations,acquisitions or alliances to enhance our competitive position.Thesetransactions could be material to our financial condition and results of operations if consummated.If we are able to identify

299、an appropriate businessopportunity,we may not be able to successfully consummate the transaction and,even if we do consummate such a transaction,we may be unable toobtain the benefits or avoid the difficulties and risks of such transaction,which may result in investment losses.See“Item 4.Information

300、 on theCompany B.Business Overview Strategic Transactions.”Our past experience with any strategic investments,combinations,acquisitions oralliances may not be indicative of whether we are more or less likely to consummate these transactions in the future.Strategic investments or acquisitions will in

301、volve risks commonly encountered in business relationships,including:difficulties in assimilating and integrating the operations,personnel,systems,data,technologies,products and services of the acquiredbusiness;inability of the acquired technologies,products or businesses to achieve expected levels

302、of revenue,profitability,productivity or otherbenefits including the failure to successfully further develop the acquired technology;difficulties in retaining,training,motivating and integrating key personnel;diversion of managements time and resources from our normal daily operations and potential

303、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 over

304、all organization;difficulties in retaining relationships with existing suppliers and other partners of the acquired business;-22-Table of Contents risks of entering markets in which we have limited or no prior experience;regulatory risks,including remaining in good standing with existing regulatory

305、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 propertyright

306、s or increase our risk for liability;liability for activities of the acquired business before the acquisition,including intellectual property infringement claims,violations oflaws,commercial disputes,tax liabilities and other known and unknown liabilities;and unexpected costs and unknown risks and l

307、iabilities associated with strategic investments or acquisitions.Any future investments or acquisitions may not be successful,may not benefit our business strategy,may not generate sufficient revenues to offsetthe associated acquisition costs or may not otherwise result in the intended benefits.We h

308、ave entered into collaborations,and may establish or seek collaborations,and we may not timely realize the benefits of such arrangements.We have pursued and may continue to pursue strategic collaborations and strategic acquisition opportunities to increase our scale,expand ourproduct portfolios and

309、capabilities and enhance our industry and technical expertise.In 2023,we have entered into the VW Technical FrameworkAgreement and the DiDi Strategic Cooperation Agreement.We are in the process of implementing such cooperations,which we believe are conduciveto our business.In 2024 and 2025,we entere

310、d into a series of collaborations with the Volkswagen Group with respect to the E/E Architecture TechnicalCollaboration and supercharging networks.See“Item 4.Information on the Company B.Business Overview Strategic Transactions.”However,we have a limited track record of providing technical services

311、under the Technical Collaboration,and we primarily rely on the Volkswagen Group for therevenue arising from such services.We may not be able to diversify our strategic partners,maintain our business relationship with existing strategicpartner or secure new contracts from them in the future.In the ev

312、ent any of our customers scales back and the demand for our services decline,or ourrelationship with a strategic partner degrades,there may be material fluctuations in our revenue from such services.In addition,should our strategicpartner delay or default in making payments to us or at all,our cash

313、flow and financial position would be adversely affected.In addition,whether suchcooperation will in fact yield the expected strategic benefits is subject to uncertainties and we may not realize the full benefits of relevant strategiccollaborations,including the synergies,cost savings or growth oppor

314、tunities that we expect.For example,the vehicle models under the cooperation withthe Volkswagen Group may not achieve massive-production or customer delivery in a timely manner,or at all,and the market acceptance of suchvehicle models may not be satisfactory.While there is an earn-out arrangement un

315、der the DiDi Share Purchase Agreement to incentivize our cooperationwith DiDi,the milestones under such earn-out arrangement may not be achieved.The implementation and outcome of the cooperation depend onvarious factors,many of which may be beyond our control.Furthermore,if we are unable to maintain

316、 or expand our collaboration with our partners inthe future,our business and operating results may be materially and adversely affected.To the extent we cannot maintain any of our strategicpartnerships,it may be very difficult for us to identify qualified alternative partners,which may divert signif

317、icant management attention from existingbusiness operations and adversely impact our daily operation and client experience.-23-Table of ContentsThe unavailability,reduction or elimination of government and economic incentives or government policies that are favorable for new energyvehicles and domes

318、tically produced vehicles could materially and adversely affect our business,financial condition and results of operations.Our business has benefited from government subsidies,economic incentives and government policies that support the growth of new energyvehicles.For example,each qualified purchas

319、er of our Smart EVs enjoys subsidies from Chinas central government and certain local governments.Furthermore,in certain cities,municipal government may adopt quotas that limit the purchase of ICE vehicles but not EVs,thereby incentivizing thepurchases of EVs.On September 18,2022,the Ministry of Fin

320、ance of the PRC,or the MOF,together with several other PRC government departments,issued Announcement on Continuation for the Exemption of Vehicle Purchase Tax for New Energy Vehicles,which extended the previous vehiclepurchase tax exemption policy for new energy vehicles to December 31,2023.On June

321、 19,2023,the MOF and the MIIT issued the Announcement onContinuation and Optimization for the Exemption of Vehicle Purchase Tax for New Energy Vehicles,pursuant to which new energy vehicles purchasedduring the period from January 1,2024 to December 31,2025 shall be exempted from the vehicle purchase

322、 tax and the exemption amount for each newenergy passenger vehicle shall not exceed RMB30,000;new energy vehicles purchased during the period from January 1,2026 to December 31,2027shall be subject to the vehicle purchase tax at a reduced rate by half and the exemption amount for each new energy pas

323、senger vehicle shall not exceedRMB15,000.Chinas central government also provides certain local governments with funds and subsidies to support the roll out of a charginginfrastructure.These policies are subject to certain limits as well as changes that are beyond our control,and we cannot assure you

324、 that future changes,ifany,would be favorable to our business.For instance,in January 2022,the MOF,together with several other PRC government departments,issued theNotice on the Fiscal Subsidy Policies for the Promotion and Application of New Energy Vehicles for 2022,or the 2022 Subsidy Notice.The 2

325、022Subsidy Notice provides that the subsidies for new energy vehicle purchases in 2022 will be generally lowered by 30%,and such subsidies will beeliminated at the end of 2022.In April 2024,the MOFCOM,the MOF,together with several other PRC government departments,jointly issued theImplementation Rul

326、es on the Subsidies for Automobiles Trade-in,or the 2024 Trade-in Policy,which,among others,offered an one-off subsidy of up toRMB10,000 for buyers who trade-in certain types of old automobiles for new EVs by the end of 2024.The 2024 Trade-in Policy was adjusted in August2024,which,among others,rais

327、ed the trade-in subsidy cap to up to RMB20,000 for the above-mentioned EV-buyers.Furthermore,in January 2025,theMOF,together with several other PRC government departments,jointly issued a Notice on Automobile Trade-in Policy in 2025,or the 2025 Trade-inPolicy,which,among others,continued the subsidy

328、 standards under the adjusted 2024 Trade-in Policy and further expanded the range of oldautomobiles eligible for such trade-in subsidies in 2025.However,We cannot predict whether such governmental subsidies will be available or reducedin the future.Any expiration,reduction and elimination of such su

329、bsidies may diminish consumers demand for our smart EVs,which could furtheradversely affect our revenues and results of operations.Furthermore,we have received subsidies from certain local governments in relation to our SmartEV manufacturing bases.Any reduction or elimination of government subsidies

330、 and economic incentives because of policy changes,fiscal tightening orother factors may result in the diminished competitiveness of the EV industry generally or our Smart EVs in particular.In addition,as we seek toincrease our revenues from vehicle sales,we may also experience an increase in accoun

331、ts receivable relating to government subsidies.Any uncertaintyor delay in collection of the government subsidies may also have an adverse impact on our financial condition.Any of the foregoing could materiallyand adversely affect our business,financial condition and results of operations.We may also

332、 face increased competition from foreign OEMs due to changes in government policies.For example,the tariff on imported passengervehicles(other than those originating in the United States of America)was reduced to 15%starting from July 1,2018.On June 23,2020,the NationalDevelopment and Reform Commiss

333、ion,or NDRC,and the Ministry of Commerce of the PRC,or the MOFCOM,promulgated the SpecialAdministrative Measures for Market Access of Foreign Investment,or the 2020 Foreign Investment Negative List,effective on July 23,2020,underwhich there is no limit on foreign ownership of new energy vehicle manufacturers.Furthermore,according to the latest revised Special AdministrativeMeasures for Market Acce