Securities Registration (ads, Immediate) (f-6ef)
May 14 2021 - 4:36PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 14, 2021
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
XPENG INC.
(Exact name of issuer of deposited securities as
specified in its charter)
N/A
(Translation of issuer’s name into English)
The Cayman Islands
(Jurisdiction of incorporation or organization
of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number,
including area code, of depositary’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
+1 (800) 221-0102
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600
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Kevin P. Kennedy, Esq.
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 251-5000
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301
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It is proposed
that this filing become effective under Rule 466:
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☒
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immediately upon filing.
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☐
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on (Date) at (Time).
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If a separate registration statement has
been filed to register the deposited shares, check the following box: ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares (“ADS(s)”), each ADS representing the right to receive two (2) Class A ordinary shares of XPeng Inc. (the “Company”)
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200,000,000 ADSs
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$5.00
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$10,000,000.00
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$1,091.00
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* Each
unit represents 100 ADSs.
** Estimated
solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of ADSs.
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This Registration Statement may
be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute
one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
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Item 1.
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1.
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Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article.
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center.
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share ("ADSs")
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Face of Receipt - Upper right corner.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (17)
and (18).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt - Paragraph (15).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (18).
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Paragraphs (15) and (17).
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17).
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (14).
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Item
Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
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3.
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Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt - Paragraph (11).
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Item 2.
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AVAILABLE INFORMATION
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Face of Receipt - Paragraph (14).
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The Company is subject to
the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).
These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the American Depositary Receipt filed
as Exhibit A to the Deposit Agreement, filed as Exhibit (a) to this Registration Statement on Form F-6.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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(a)
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Deposit Agreement, dated as of August 31, 2020, by and among XPeng Inc. (the “Company”),
Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares
issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. ___ None.
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(c)
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Letter Agreement (Bulk Issuance), dated as of February 24, 2021, by and between the Company and XPeng
Fortune Holdings Limited. ___ Filed herewith as Exhibit (c).
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___
Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. ___ Filed herewith as Exhibit (e).
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company.
___ Set forth on the signature pages hereto.
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(a)
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The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders
of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary
as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating
the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement,
by and among XPeng Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary
Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6
are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on the 14th day of May, 2021.
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Legal entity created by the Deposit Agreement
under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right
to receive two (2) Class A ordinary shares of XPeng Inc.
CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Leslie DeLuca
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Name: Leslie DeLuca
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Title: Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, XPeng Inc. certifies that it has reasonable grounds to believe that all the requirements for
filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Guangdong, China, on May 14, 2021.
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XPENG INC.
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By:
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/s/ Xiaopeng He
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Name: Xiaopeng He
Title: Chairman and Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints each of Xiaopeng He, Heng Xia and Hongdi Brian Gu
to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place
and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or
could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following
capacities on May 14, 2021.
Signature
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Capacity
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Date
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/s/ Xiaopeng
He
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Chairman
and Chief Executive Officer
(principal executive officer)
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May 14, 2021
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Xiaopeng He
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/s/ Heng
Xia
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Director and President
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May 14, 2021
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Heng
Xia
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/s/ Hongdi
Brian Gu
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Vice Chairman and President
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May 14, 2021
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Hongdi
Brian Gu
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/s/ Tao
He
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Director and Senior Vice President
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May 14, 2021
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Tao
He
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/s/ Jun
Chen
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Director
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May 14, 2021
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Jun
Chen
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/s/ Qin
Liu
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Director
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May 14, 2021
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Qin
Liu
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/s/ Ji-Xun
Foo
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Director
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May 14, 2021
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Ji-Xun Foo
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/s/ Fei
Yang
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Director
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May 14, 2021
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Fei
Yang
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Director
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May 14, 2021
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/s/ Donghao
Yang
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Donghao
Yang
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/s/ Hsuehching
Lu
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Vice President of Finance and Accounting
(principal financial and accounting officer)
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May 14, 2021
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Hsuehching Lu
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SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of XPeng Inc. has signed this registration
statement or amendment thereto in New York on May 14, 2021.
Cogency
Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name: Colleen A. De Vries
Title: Senior Vice President
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Index to Exhibits
Exhibit
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Document
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Sequentially
Numbered Page
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(a)
(c)
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Deposit Agreement
Letter Agreement (Bulk Issuance)
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(d)
(e)
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Opinion of counsel to the Depositary
Certification under Rule 466
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