Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such distribution is prohibited by law.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtained from the relevant underwriters and that will contain detailed information about us.
XPeng Inc.
小 鵬 汽 車 有 限 公 司 *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9868)
VOLUNTARY ANNOUNCEMENT
INITIAL CLOSING OF THE ACQUISITION OF
DIDI’S SMART AUTO DEVELOPMENT BUSINESS ASSETS
AND THE ISSUE OF INITIAL CONSIDERATION SHARES
Reference is made to the announcement of XPeng Inc. (the “Company”) dated 28 August 2023 (the “Announcement”) in relation to, among others, (i) the formation of strategic cooperation with DiDi with respect to the smart auto development business conducted by DiDi Group and (ii) the acqusition of the entire issued share capital of the Target. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the Announcement.
INITIAL CLOSING OF THE ACQUISITION
The Board is pleased to announce that the Initial Closing took place on 13 November 2023.
Following the Initial Closing, each member of the Target Group has become a wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the consolidated financial statements of the Group.
Pursuant to the Share Purchase Agreement, the Company allotted and issued 58,164,217 Class A ordinary shares as the Initial Consideration Shares to DiDi, representing approximately 3.25% of the issued and outstanding share capital of the Company as enlarged by the allotment and issue of the Initial Consideration Shares.
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EFFECT ON THE SHARE CAPITAL STRUCTURE
Immediately following the Initial Closing, the share capital structure of the Company is set out as follows:
| Immediately prior to the Initial Closing |
Immediately following the Initial Closing |
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| Number of shares |
Approximate percentage of number of shares in issue and outstanding |
Number of shares |
Approximate percentage of number of shares in issue and outstanding |
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| Class A ordinary shares: |
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| DiDi |
0 | 0.00 | 58,164,217 | 3.25 | ||||||||||||
| Other Shareholders |
1,384,404,101 | (Note) | 79.88 | 1,384,404,101 | (Note) | 77.29 | ||||||||||
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| Sub-total |
1,384,404,101 | (Note) | 79.88 | 1,442,568,318 | (Note) | 80.53 | ||||||||||
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| Class B ordinary shares: |
348,708,257 | 20.12 | 348,708,257 | 19.47 | ||||||||||||
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| Total |
1,733,112,358 | 100.00 | 1,791,276,575 | 100.00 | ||||||||||||
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| Note: | Excluding 9,052 Class A ordinary shares issued to the Company’s depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s 2019 Equity Incentive Plan as of the date of this announcement. |
| By order of the Board XPeng Inc. Xiaopeng He Chairman |
Hong Kong, 13 November 2023
As at the date of this announcement, the board of directors of the Company comprises Mr. Xiaopeng He as an executive Director, Mr. Yingjie Chen, Mr. Ji-Xun Foo and Mr. Fei Yang as non-executive Directors, and Mr. Donghao Yang, Ms. Fang Qu and Mr. HongJiang Zhang as independent non-executive Directors.
| * | For identification purpose only |
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