Exhibit 4.5

CONFIDENTIAL

EXECUTION VERSION

SUPPLEMENTAL AGREEMENT TO THE FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

August 5, 2020

WHEREAS, the undersigned are parties to that certain Fourth Amended and Restated Shareholders Agreement of XPeng Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands with the company number 346382 (the “Company”), dated as of June 28, 2020 (as may be amended, supplemented, modified or varied from time to time in accordance with the terms thereof, the “Shareholders Agreement”);

WHEREAS, according to Section 8.10 of the Shareholders Agreement, the Shareholders Agreement may be amended with (i) approval by the Board in accordance with Section 3.2(b) of the Shareholders Agreement and (ii) written consent by the holders of a majority in voting power of the issued and outstanding Preferred Shares and the Majority Principal Holders (collectively, the “Requisite Shareholders”), and any such amendment shall be binding on all parties to the Shareholders Agreement; and

WHEREAS, the Board has approved the amendment of the Shareholders Agreement contemplated hereunder on or about the date hereof, and the undersigned constitute the Requisite Shareholders.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, and intending to be legally bound, the undersigned hereby agree as follows:

Section 1. Definitions. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Shareholders Agreement.

Section 2. Amendment. The term “Permitted Additional Issuance” under Section 1.1 of the Shareholders Agreement shall be amended to read in its entirety as follows:

“‘Permitted Additional Issuance’ means the issuance of up to an additional 208,702,785 Series C Preferred Shares (or, subject to the next sentence, warrants exercisable for all or a portion of such Series C Preferred Shares) pursuant to any additional share subscription agreements that may be entered into by the Company no later than September 30, 2020, provided that (i) any such additional subscription agreements shall reflect a subscription price per Series C Preferred Share of not less than US$3.77, (ii) any such additional subscription agreement shall, subject to the next sentence, otherwise reflect substantially the same (and in any event no more favorable with respect to the subscriber(s) in any material respect) terms and conditions as those in the Series C Share Subscription Agreement, and (iii) such subscriber(s) shall execute and deliver a Deed of Adherence and become a party to this Agreement. Notwithstanding the foregoing sub-clause (ii) (but, for the avoidance of doubt, without prejudice to the foregoing sub-clauses (i) and (iii)), in the event that the consummation of the transactions contemplated by any such additional share subscription agreements with respect to a subscriber is subject to the overseas direct investment approvals of applicable Governmental Authorities in PRC, such additional share subscription agreement may (x) contain additional closing conditions relating to such approvals and correspondingly provide for a later long stop date thereunder, and/or (y) provide that certain warrants exercisable for Series C Preferred Shares at not less than US$3.77 per Series C Preferred Share and for an aggregate exercise price equal to the subscription price of such subscriber (or Series C Preferred Shares credited as nil-paid) be issued to the subscriber prior to such approvals having been obtained, with such subscriber substantially contemporaneously causing to be provided to a Group Company one or more loans for an aggregate principal amount of not less than the RMB equivalent of such subscriber’s total subscription amount thereunder, and the terms and conditions in such additional share subscription agreement implementing the features set forth in sub-clauses (x) and (y) shall not be deemed to be more favorable with respect to such subscribers and shall be disregarded for purposes of assessing whether such additional share subscription agreement meets the requirement set forth in sub-clause (ii).”

Section 3. No Other Amendment. Except as expressly set forth herein, the terms and conditions of the Shareholders Agreement shall not be or be deemed to be amended, modified or waived by this supplemental agreement and shall continue in full force and effect. All references to the “Agreement” in the Shareholders Agreement and any other Transaction Document shall be deemed to mean the Shareholders Agreement, as amended by this supplemental agreement.

Section 4. Miscellaneous. Sections 8.1 to 8.16 of the Shareholders Agreement shall apply to this supplemental agreement mutatis mutandis.

** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By XPENG INC.

Acting by

/s/ XIA Heng

Name: XIA Heng

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By XPENG LIMITED

Acting by

/s/ XIA Heng

Name: XIA Heng

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By XPENG (HONG KONG) LIMITED

Acting by

/s/ XIA Heng

Name: XIA Heng

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By GUANGDONG XIAOPENG MOTORS TECHNOLOGY CO., LTD.

(广东小鹏汽车科技有限公司)

[Company seal is affixed here]

Acting by

/s/ XIA Heng

Name: XIA Heng

Title: Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By GUANGZHOU CHENGXING ZHIDONG AUTOMOBILE TECHNOLOGY CO., LTD.
(广州橙行智动汽车科技有限公司)

[Company seal is affixed here]

Acting by

/s/ XIA Heng

Name: XIA Heng

Title: Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By HE XIAOPENG (何小鹏)

/s/ HE XIAOPENG

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By XIA HENG (夏珩)

/s/ XIA HENG

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By HE TAO (何涛)

/s/ HE TAO

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By SIMPLICITY HOLDING LIMITED

Acting by

/s/ HE Xiaopeng

Name: HE Xiaopeng

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By RESPECT HOLDING LIMITED

Acting by

/s/ HE Xioapeng

Name: HE Xioapeng

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By EFFICIENCY INVESTMENT LIMITED

Acting by

/s/ XIA Heng

Name: XIA Heng

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By QUALITY ENTERPRISES LIMITED

Acting by

/s/ HE Tao

Name: HE Tao

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By QUACK HOLDING LIMITED

Acting by

/s/ GU BRIAN HONGDI

Name: GU BRIAN HONGDI

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By LIKE MINDED ENTERPRISE LIMITED

Acting by

/s/ XIAO Bin

Name: XIAO Bin

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By TAOBAO CHINA HOLDING LIMITED

Acting by

/s/ Yi ZHANG

Name: Yi ZHANG

Title: Authorized signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By GGV (XPENG) LIMITED

Acting by

/s/ Jixun Foo

Name: Jixun Foo

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By MATRIX PARTNERS CHINA IV HONG KONG LIMITED

Acting by

Name:

Title:

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By MORNINGSIDE TMT HOLDING IV LIMITED

Acting by

/s/ Miu Yee, TANG

Name: Miu Yee, TANG

Title: Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By SHUNWEI TOP VENTURE LIMITED

Acting by

Name:

Title:

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By MARKARIAN INVESTMENTS LIMITED

Acting by

/s/ David Muir

Name: David Muir

Title: President

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By MORNINGSIDE SPECIAL IV HONG KONG LIMITED

Acting by

/s/ Miu Yee TANG

Name: Miu Yee TANG

Title: authorized signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By XENON INVESTMENT LIMITED

Acting by

/s/ Ena Leung

Name: Ena Leung

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By KTB CHINA SYNERGY FUND

Acting by

          /s/ YEH Aieming Amy

Name: YEH Aieming Amy

Title:

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By SHANGHAI CHEYOU ENTERPRISE MANAGEMENT PARTNERSHIP

      (LIMITED PARTNERSHIP) (上海车优企业管理合伙企业（有限合伙）)

Acting by

Name:

Title:

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By CX TMT HOLDING IV LIMITED

Acting by

/s/ Miu Yee TANG
Name:	Miu Yee TANG
Title:	Authorised Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By PACIFIC RAYS LIMITED

Acting by

/s/ Chi Sing Ho
Name:	Chi Sing Ho
Title:	Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED
By	TIANJIN RUIFENG XINCHUANG INVESTMENT MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP) (天津瑞丰新创投资管理合伙企业（有限合伙）)
Acting by
/s/ Dongliang Lin
Name: Dongliang Lin
Title: Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By SPEED UP HOLDINGS LIMITED

Acting by

Name:

Title:

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By   SHANGHAI YUANXIN ENTERPRISE MANAGEMENT PARTNERSHIP
(LIMITED PARTNERSHIP) (上海源莘企业管理合伙企业（有限合伙）)

[Company seal is affixed here]

Acting by

/s/ Bingdong Xu                                                     

Name: Bingdong Xu

Title: Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By YINCHENG INVESTMENT LIMITED

Acting by

/s/ Ena Leung                                                         

Name: Ena Leung

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By PV XENON INVESTMENT II LIMITED

Acting by

/s/ Ena Leung        

Name: Ena Leung

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By GOLDEN EAGLE (ASIA) INVESTMENT LIMITED

Acting by

Name:

Title:

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By DUOWAN ENTERTAINMENT CORP.

Acting by

Name:

Title:

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P.

a Cayman Islands exempted limited partnership

By MSVC GP LIMITED,

a Cayman Islands exempted company, as its general partner

Acting by

/s/ Wai Shan WONG

Name: Wai Shan WONG

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By EVOLUTION FUND I CO-INVESTMENT, L.P.

a Cayman Islands exempted limited partnership

By MSVC GP LIMITED,

a Cayman Islands exempted company, as its general partner

Acting by

/s/ Wai Shan WONG

Name: Wai Shan WONG

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By BRYAN WHITE

/s/ BRYAN WHITE

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By GU BRIAN HONGDI

/s/ GU BRIAN HONGDI

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By XPENG FORTUNE HOLDINGS LIMITED

Acting by

[Authorized signatory of T Proteus Limited is affixed here]

Name: T Proteus Limited

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By ASPEX MASTER FUND

Acting by

/s/ LI HO KEI

Name: LI HO KEI

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By HEL VED MASTER FUND

Acting by

/s/ Yunmin CHAI

Name: Yunmin CHAI

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By ANATOLE PARTNERS GP LTD.,

General Partner of ANATOLE PARTNERS MASTER FUND, L.P.

Acting by

/s/ Gary LEE

Name: Gary LEE

Title: Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By ANATOLE PARTNERS GP ENHANCED LTD.,

General Partner of ANATOLE PARTNERS ENHANCED MASTER FUND, L.P.

Acting by

/s/ Gary LEE

Name: Gary LEE

Title: Authorized Signatory

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By TAIREN ALPHA FUND LIMITED

Acting by

/s/ Christopher Jiang

Name: Christopher Jiang

Title: Senior Vice President

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By 3W GLOBAL FUND

Acting by

/s/ Weiwei WU

Name: Weiwei Wu

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By CLOUDALPHA MASTER FUND

Acting by

/s/ Yang Jin

Name: Yang Jin

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By SUMMER ROCKET HOLDINGS LIMITED

Acting by

/s/ Birong Zhang

Name: Birong Zhang

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By GRAND HORIZON PLUS INVESTMENT LIMITED

Acting by

/s/ Wu Yongming

Name: Wu Yongming

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By PINE SUMMIT INTERNATIONAL LIMITED

Acting by

/s/ JIANG, Yijun

Name: JIANG, Yijun

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By NEUMANN CAPITAL

Acting by

/s/ ZHANG FEI

Name: ZHANG FEI

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]

IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed as a deed as of the date first written above.

SIGNED as a DEED

By CREDIT SUISSE AG, SINGAPORE BRANCH

Acting by

/s/ Paul Scott

Name: Paul Scott

Title: Director

[Project Carpenter II – Signature Page to Supplemental Agreement to the Shareholders Agreement]