1.
|
Names of Reporting Persons
Pacific Rays Limited
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
77,350,175 Class A ordinary shares (1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
77,350,175 Class A ordinary shares (1)
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned
by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by
Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership
(LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management
Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting
power and dispositive power over the shares held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
1.
|
Names of Reporting Persons
Shanghai Keji Enterprise Management Partnership (LLP)
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
77,350,175 Class A ordinary shares (1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
77,350,175 Class A ordinary shares (1)
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned
by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by
Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership
(LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management
Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting
power and dispositive power over the shares held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
1.
|
Names of Reporting Persons
Tianjin Hexie Qingyu Investment Management Partnership (LLP)
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
77,350,175 Class A ordinary shares (1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
77,350,175 Class A ordinary shares (1)
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned
by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by
Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership
(LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management
Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting
power and dispositive power over the shares held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
1.
|
Names of Reporting Persons
Xizang Qingyu Venture Capital Management Co., Ltd.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
77,350,175 Class A ordinary shares (1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
77,350,175 Class A ordinary shares (1)
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned
by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by
Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership
(LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management
Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting
power and dispositive power over the shares held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
1.
|
Names of Reporting Persons
Kuiguang Niu
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
77,350,175 Class A ordinary shares (1)
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
77,350,175 Class A ordinary shares (1)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned
by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by
Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership
(LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management
Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting
power and dispositive power over the shares held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
1.
|
Names of Reporting Persons
Dongliang Lin
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
77,350,175 Class A ordinary shares (1)
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
77,350,175 Class A ordinary shares (1)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned
by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by
Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership
(LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management
Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting
power and dispositive power over the shares held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
1.
|
Names of Reporting Persons
Fei Yang
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
77,350,175 Class A ordinary shares (1)
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
77,350,175 Class A ordinary shares (1)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned
by Shanghai Keji Enterprise Management Partnership (LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by
Tianjin Hexie Qingyu Investment Management Partnership (LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership
(LLP) is controlled by Xizang Qingyu Venture Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management
Co., Ltd. is wholly owned by four individuals, including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting
power and dispositive power over the shares held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
1.
|
Names of Reporting Persons
Jingbo Wang
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
77,350,175 Class A ordinary shares (1)
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
77,350,175 Class A ordinary shares (1)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
77,350,175 Class A ordinary shares
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.1% (2)
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
(1) Represents 77,350,175
Class A ordinary shares held by Pacific Rays Limited, a limited liability company incorporated
under the laws of the British Virgin Islands. Pacific Rays Limited is wholly owned by Shanghai Keji Enterprise Management Partnership
(LLP). Shanghai Keji Enterprise Management Partnership (LLP) is controlled by Tianjin Hexie Qingyu Investment Management Partnership
(LLP), its general partner. Tianjin Hexie Qingyu Investment Management Partnership (LLP) is controlled by Xizang Qingyu Venture
Capital Management Co., Ltd., its general partner. Xizang Qingyu Venture Capital Management Co., Ltd. is wholly owned by four individuals,
including Kuiguang Niu, Dongliang Lin, Fei Yang and Jingbo Wang, who have the voting power and dispositive power over the shares
held by Pacific Rays Limited.
(2) Percent of class is calculated based on an aggregate of 956,941,066
Class A ordinary shares as disclosed in the prospectus dated December 8, 2020 filed pursuant to Rule 424(b)(4) on December 10,
2020.
Item 1(a). Name of Issuer
XPeng Inc.
Item 1(b). Address of Issuer’s
Principal Executive Offices
No. 8 Songgang Road, Changxing Street
Cencun, Tianhe District, Guangzhou
Guangdong 510640, People’s Republic
of China
Item 2(a). Name of Persons Filing
|
2.
|
Shanghai Keji Enterprise Management Partnership (LLP)
|
|
3.
|
Tianjin Hexie Qingyu Investment Management Partnership (LLP)
|
|
4.
|
Xizang Qingyu Venture Capital Management Co., Ltd.
|
Item 2(b). Address of Principal Business
Office or, If None, Residence
For all reporting persons:
c/o
Room 622, Tower A, COFCO Plaza, 8 Jianguomennei
Street
Beijing 100005, People’s Republic of
China
Item 2(c). Citizenship
Pacific Rays Limited is organized under the
British Virgin Islands. Each of Shanghai Keji Enterprise Management Partnership (LLP), Tianjin
Hexie Qingyu Investment Management Partnership (LLP) and Xizang Qingyu Venture Capital
Management Co., Ltd. is organized under the laws of the People’s Republic of China. Kuiguang
Niu is a citizen of China. Fei Yang is a citizen of China. Dongliang
Lin is a citizen of China. Kuiguang Niu is a citizen of China.
Item 2(d). Title of Class of Securities
Class A ordinary shares, US$0.00001 par value per
share
Item 2(e). CUSIP Number
CUSIP number 98422D105 has been assigned
to the ADSs of the Issuer.
Item 3. If this statement is
filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
o An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
|
|
(g)
|
o A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
|
|
(h)
|
o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.
N/A.
Item 4. Ownership.
The information for each reporting person
contained in Items 5-11 of the cover pages is incorporated herein by reference.
Item 5. Ownership of Five Percent or
Less of a Class.
N/A.
Item 6. Ownership of More Than Five Percent on
Behalf of Another Person.
N/A.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A.
Item 8. Identification and Classification
of Members of the Group.
N/A.
Item 9. Notice of Dissolution of Group.
N/A.
Item 10. Certifications.
N/A.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2021
|
Pacific Rays Limited
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chi Sing Ho
|
|
|
|
Name: Chi Sing Ho
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
Shanghai Keji Enterprise Management Partnership (LLP)
/s/ Seal of Shanghai Keji Enterprise Management Partnership (LLP)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kuiguang Niu
|
|
|
|
Name: Kuiguang Niu
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
Tianjin Hexie Qingyu Investment Management Partnership (LLP)
/s/ Seal of Tianjin Hexie Qingyu Investment Management Partnership (LLP)
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kuiguang Niu
|
|
|
|
Name: Kuiguang Niu
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
Xizang Qingyu Venture Capital Management Co., Ltd.
/s/ Seal of Xizang Qingyu Venture Capital Management Co., Ltd.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kuiguang Niu
|
|
|
|
Name: Kuiguang Niu
|
|
|
|
Title: Authorized Signatory
|
|
|
Kuiguang Niu
|
|
|
|
|
|
/s/ Kuiguang Niu
|
|
|
|
|
|
|
|
|
Dongliang Lin
|
|
|
|
|
|
/s/ Dongliang Lin
|
|
|
|
|
|
|
|
|
Fei Yang
|
|
|
|
|
|
/s/ Fei Yang
|
|
|
|
|
|
|
|
|
Jingbo Wang
|
|
|
|
|
|
/s/ Jingbo Wang
|
|
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement
on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares, par value US$0.00001 per share of XPeng
Inc., a Cayman Islands company; and (ii) that this joint filing agreement may be included as an Exhibit to such joint filing. The
undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the
completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others.
Dated: February 10, 2021
|
Pacific Rays Limited
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chi Sing Ho
|
|
|
|
Name: Chi Sing Ho
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
Shanghai Keji Enterprise Management Partnership (LLP)
/s/ Seal of Shanghai Keji Enterprise Management Partnership (LLP)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kuiguang Niu
|
|
|
|
Name: Kuiguang Niu
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
Tianjin Hexie Qingyu Investment Management Partnership (LLP)
/s/ Seal of Tianjin Hexie Qingyu Investment Management Partnership (LLP)
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kuiguang Niu
|
|
|
|
Name: Kuiguang Niu
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
Xizang Qingyu Venture Capital Management Co., Ltd.
/s/ Seal of Xizang Qingyu Venture Capital Management Co., Ltd.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kuiguang Niu
|
|
|
|
Name: Kuiguang Niu
|
|
|
|
Title: Authorized Signatory
|
|
|
Kuiguang Niu
|
|
|
|
|
|
/s/ Kuiguang Niu
|
|
|
|
|
|
|
|
|
Dongliang Lin
|
|
|
|
|
|
/s/ Dongliang Lin
|
|
|
|
|
|
|
|
|
Fei Yang
|
|
|
|
|
|
/s/ Fei Yang
|
|
|
|
|
|
|
|
|
Jingbo Wang
|
|
|
|
|
|
/s/ Jingbo Wang
|
|