UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No.1) *
XPeng Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.00001
per share
(Title of Class of Securities)
98422D105**
(CUSIP Number)
Jinwei Zhang
Alibaba Group Holding Limited
26/F, Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Telephone: +852 2215-5100
with copies to:
Peng Yu, Esq.
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark
15 Queen’s Road Central, Hong Kong
(852)
3761 3300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 6, 2023
(Date of Event which Requires Filing of this
Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page. |
| ** | This CUSIP number applies to the Issuer’s American Depositary
Shares, evidenced by American Depositary Receipts, each representing two Class A Ordinary
Shares of the Issuer. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
| CUSIP No. 98422D105 |
|
Page 2 of 7 |
| 1. |
Names
of Reporting Persons.
Alibaba Group Holding Limited |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
|
| 3. |
SEC
Use Only
|
| 4. |
Source
of Funds (See Instructions)
WC |
| 5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ |
| 6. |
Citizenship
or Place of Organization
Cayman Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
191,918,464 Class A Ordinary Shares1 |
| 8. |
Shared Voting Power
|
| 9. |
Sole
Dispositive Power
191,918,464 Class A Ordinary Shares |
| 10. |
Shared Dispositive Power
|
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
191,918,464 Class A Ordinary Shares |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ |
| 13. |
Percent
of Class Represented by Amount in Row (11)
12.5% of Class A Ordinary Shares2 (representing
10.2% of the total issued and outstanding ordinary shares of the Issuer)3 |
| 14. |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
1 The
Reporting Persons are deemed to beneficially own 191,918,464 Class A ordinary shares (“Class A Ordinary Shares”)
based on beneficial ownership of: (i) 6,650,000 American Depositary Shares (“ADSs”) representing a total of
13,300,000 Class A Ordinary Shares and (ii) 178,618,464 Class A Ordinary Shares, which were previously reported in respect of Class
C ordinary shares (“Class C Ordinary Shares”) that converted into Class A Ordinary Shares in connection with the
Issuer’s global offering on the Hong Kong Stock Exchange.
2 This
percentage is calculated based upon 1,536,647,573 total issued and outstanding Class A Ordinary Shares as reported in the
Issuer’s current report on Form 6-K furnished on December 6, 2023, excluding 9,052 Class A Ordinary Shares issued to the
Issuer’s depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards
granted under the Issuer’s 2019 Equity Incentive Plan as of December 6, 2023.
3 This
percentage is calculated based upon 1,885,355,830 total issued and outstanding ordinary shares of the Issuer as reported in the
Issuer’s current report on Form 6-K furnished on December 6, 2023, comprised of (i) 1,536,647,573 Class A Ordinary Shares and
(ii) 348,708,257 Class B Ordinary Shares, par value US$0.00001 per share, of the Issuer (“Class B Ordinary
Shares”).
| CUSIP No. 98422D105 |
|
Page 3 of 7 |
| 1. |
Names
of Reporting Persons.
Taobao China Holding Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
|
| 3. |
SEC Use Only
|
| 4. |
Source
of Funds (See Instructions)
WC |
| 5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ |
| 6. |
Citizenship
or Place of Organization
Hong Kong |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
191,918,464 Class A Ordinary Shares4 |
| 8. |
Shared
Voting Power
|
| 9. |
Sole
Dispositive Power
191,918,464 Class A Ordinary Shares |
| 10. |
Shared Dispositive Power
|
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
191,918,464 Class A Ordinary Shares |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ |
| 13. |
Percent
of Class Represented by Amount in Row (11)
12.5% of Class A Ordinary Shares5 (representing
10.2% of the total issued and outstanding ordinary shares of the Issuer)6 |
| 14. |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
4 The
Reporting Persons are deemed to beneficially own 191,918,464 Class A Ordinary Shares based on beneficial ownership of: (i) 6,650,000
ADSs representing a total of 13,300,000 Class A Ordinary Shares and (ii) 178,618,464 Class A Ordinary Shares, which were previously
reported in respect of Class C Ordinary Shares that converted into Class A Ordinary Shares in connection with the Issuer’s
global offering on the Hong Kong Stock Exchange.
5 This
percentage is calculated based upon 1,536,647,573 total issued and outstanding Class A Ordinary Shares as reported in the
Issuer’s current report on Form 6-K furnished on December 6, 2023, excluding 9,052 Class A Ordinary Shares issued to the
Issuer’s depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards
granted under the Issuer’s 2019 Equity Incentive Plan as of December 6, 2023.
6 This
percentage is calculated based upon 1,885,355,830 total issued and outstanding ordinary shares of the Issuer as reported in the
Issuer’s current report on Form 6-K furnished on December 6, 2023, comprised of (i) 1,536,647,573 Class A Ordinary Shares and
(ii) 348,708,257 Class B Ordinary Shares.
| CUSIP No. 98422D105 |
|
Page 4 of 7 |
The information set forth in response to each separate Item below
shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 1 to Schedule 13D (this “Amendment
No. 1”) is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities
and Exchange Commission on September 7, 2020 (the “Original Schedule 13D”), with respect to XPeng Inc. (the “Issuer”).
Except as specifically amended and supplemented by this Amendment No. 1, the Original Schedule 13D remains in full force and effect.
All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Original Schedule
13D.
| Item 5. | Interest
in Securities of the Issuer. |
The information set forth in Item 5 of the Original
Schedule 13D is amended as follows:
(a)-(b) The responses of each Reporting
Person to Rows (7) through (13) of the cover pages of this Amendment No.1 are hereby incorporated by reference into this Item
5 and are as of the date hereof.
Except as disclosed in this Amendment No.1, none
of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedules A-1 or A-2 hereto, beneficially
owns any Class A Ordinary Shares or has the right to acquire any Class A Ordinary Shares.
Except as disclosed in this Amendment No.1, none
of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the
Class A Ordinary Shares which it may be deemed to beneficially own.
(c) This Amendment No. 1 is being filed
to reflect a change in the percentage previously reported solely as a result of the change in the outstanding Class A Ordinary
Shares reported by the Issuer as of December 6, 2023. The Reporting Person has no other material changes to the information
previously reported or transactions within the prior 60 days to disclose. Neither the filing of this Amendment No. 1 nor any of
its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of
any of the shares of the Issuer’s Class A Ordinary Shares referred to herein for purposes of the Act, or for any other
purpose.
(d) To the best knowledge of the Reporting
Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
Signatures
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2023
| |
Alibaba Group Holding Limited |
| |
|
| |
By: |
/s/ Jinwei Zhang |
| |
|
Name: Jinwei Zhang |
| |
|
Title: Authorized Signatory |
| |
|
| |
Taobao China Holding Limited |
| |
|
| |
By: |
/s/ Lei Jin |
| |
|
Name: Lei Jin |
| |
|
Title: Authorized Signatory |
SCHEDULE A-1
Directors and Executive Officers of Alibaba
Group Holding Limited
The following table sets forth the name, citizenship, business address
and present principal occupation of each director and executive officer of Alibaba Group Holding Limited, an exempted company incorporated
under the laws of the Cayman Islands (“AGHL”).
| Name
and Citizenship |
Present
Principal Occupation |
| Directors7 |
| Joseph
C. TSAI, Canada |
Chairman
of AGHL |
Eddie
Yongming WU, Singapore
c/o 969 West Wen Yi Road
Yu Hang District, Hangzhou 311121
People’s Republic of China |
Director
and Chief Executive Officer of AGHL |
| J.
Michael EVANS, Canada |
Director
and President of AGHL |
| Maggie
Wei WU, People’s Republic of China |
Director
of AGHL |
| Jerry
YANG, United States of America |
Independent
Director of AGHL; Founding Partner of AME Cloud Ventures |
| Wan
Ling MARTELLO, United States of America |
Independent
Director of AGHL; Co-founder and Partner of BayPine |
| Weijian
SHAN, People’s Republic of China |
Independent
Director of AGHL; Executive Chairman and Founder of PAG |
| Irene
Yun-Lien LEE, People’s Republic of China |
Independent
Director of AGHL; Executive Chairman of Hysan Development Limited |
| Albert
Kong Ping NG, People’s Republic of China |
Independent
Director of AGHL |
| Kabir
MISRA, United States of America |
Independent
Director of AGHL; Managing Partner at RPS Ventures |
| Executive
Officers8 |
| Toby
Hong XU, People’s Republic of China |
Chief
Financial Officer of AGHL |
| Jane
Fang JIANG, People’s Republic of China |
Chief
People Officer of AGHL |
| Zeming
WU, People’s Republic of China |
Chief
Technology Officer of AGHL |
| Sara
Siying YU, People’s Republic of China |
General
Counsel of AGHL |
| Trudy
Shan DAI, Singapore |
Chief
Executive Officer of Taobao and Tmall Group of AGHL |
| Yongfu
YU, Cyprus |
Chief
Executive Officer of Local Services Group of AGHL |
| Fan
JIANG, People’s Republic of China |
Chief
Executive Officer of Alibaba International Digital Commerce Group of AGHL |
| Lin
WAN, People’s Republic of China |
Chief
Executive Officer of Cainiao Smart Logistics Network Limited |
| Luyuan
FAN, People’s Republic of China |
Chief
Executive Officer of Digital Media and Entertainment Group of AGHL |
7
Unless otherwise noted, the business address for each director listed is 26/F, Tower One, Times Square, 1 Matheson Street,
Causeway Bay, Hong Kong.
8
Unless otherwise noted, the business address for each executive officer listed is c/o 969 West Wen Yi Road, Yu Hang District,
Hangzhou 311121, People’s Republic of China.
SCHEDULE A-2
Directors and Executive Officers of Taobao
China Holding Limited
The following table sets
forth the names and present principal occupation of each director of Taobao China Holding Limited, a company organized under the laws
of Hong Kong (“TCHL”). The business address for each person listed below is 26/F, Tower One, Times Square, 1 Matheson
Street, Causeway Bay, Hong Kong. TCHL does not have any executive officers. As used below, the term “AGHL” refers
to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.
| Name/Citizenship |
Present
Principal Occupation |
| Jinwei
ZHANG, People’s Republic of China |
Company Secretary of AGHL |
| Yik
Lam LEE, People’s Republic of China |
Director of Finance of AGHL |
| Yuehong
QIN, People’s Republic of China |
Vice President, Corporate Finance
of AGHL |
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