XPeng (XPEV) plans new memorandum and updated articles of association

Rhea-AI Filing Summary

XPeng Inc. has proposed amendments to its ninth amended and restated memorandum and articles of association and plans to adopt a tenth amended and restated version. The changes aim to align with Hong Kong Listing Rules, including Core Shareholder Protection Standards for virtual general meetings and electronic voting, and the Corporate Governance Code on nomination committee terms of reference, as well as other housekeeping updates.

The amendments and adoption of the new memorandum and articles will be put to shareholders for approval by special resolution at the forthcoming annual general meeting, with a proxy statement/circular and AGM notice to be sent to shareholders.

Key Terms

Core Shareholder Protection Standards, Corporate Governance Code, special resolution, annual general meeting, +2 more

6 terms

Core Shareholder Protection Standards regulatory

"conform with the Core Shareholder Protection Standards set out in Appendix A1 of the Listing Rules"

Corporate Governance Code regulatory

"conform with the Corporate Governance Code set out in Appendix C1 of the Listing Rules"

A corporate governance code is a set of recommended rules and best practices that guide how a company’s leaders are chosen, overseen and held accountable, covering board makeup, executive pay, shareholder rights and transparency. Investors treat it like a recipe for trust: companies that follow the code are more likely to manage risks, provide reliable information and treat owners fairly, which can influence confidence, risk and long‑term returns.

special resolution regulatory

"subject to the approval of the shareholders of the Company by way of a special resolution at the forthcoming annual general meeting"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

annual general meeting financial

"special resolution at the forthcoming annual general meeting of the Company"

weighted voting rights financial

"A company controlled through weighted voting rights and incorporated in the Cayman Islands"

A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.

proxy statement/circular regulatory

"A proxy statement/circular for the AGM, containing, among other matters, details of the Proposed Amendments"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

April 2026

Commission File Number: 001-39466

XPENG INC.

No.10, Cencun Fengzhuang Avenue

Tianhe District, Guangzhou

Guangdong 510640

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

TABLE OF CONTENTS

Exhibit 99.1 Announcement: Proposed Amendments to the Existing Memorandum and Articles of Association and Proposed Adoption of the New Memorandum and Articles of Association

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

XPENG INC.
By:		/s/ Xiaopeng He
Name:		Xiaopeng He
Title:		Chairman and Chief Executive Officer

Date: April 29, 2026

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.

XPeng Inc.

小鵬集團*

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

（Stock Code：9868）

PROPOSED AMENDMENTS TO

THE EXISTING MEMORANDUM AND

ARTICLES OF ASSOCIATION

AND

PROPOSED ADOPTION OF

THE NEW MEMORANDUM AND

ARTICLES OF ASSOCIATION

This announcement is made by XPeng Inc. (the “Company”) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

The board of directors of the Company (the “Board”) proposes to amend the Company’s ninth amended and restated memorandum and articles of association (the “Existing Memorandum and Articles”), and to adopt the tenth amended and restated memorandum and articles of association of the Company (the “New Memorandum and Articles”), in order to, inter alia, (i) conform with the Core Shareholder Protection Standards set out in Appendix A1 of the Listing Rules which require, among others, the holding of general meetings which shareholders can attend virtually with the use of technology and cast votes by electronic means, (ii) conform with the Corporate Governance Code set out in Appendix C1 of the Listing Rules which introduces, among others, the updated terms of reference of the nomination committee, and (iii) make housekeeping changes.

The proposed amendments to the Existing Memorandum and Articles (the “Proposed Amendments”) and the proposed adoption of the New Memorandum and Articles shall be subject to the approval of the shareholders of the Company (“Shareholders”) by way of a special resolution at the forthcoming annual general meeting of the Company (the “AGM”). A proxy statement/circular for the AGM, containing, among other matters, details of the Proposed Amendments, together with a notice convening the AGM will be despatched to the Shareholders in due course.

By order of the Board

XPeng Inc.

Xiaopeng He

Chairman

Hong Kong, Wednesday, April 29, 2026

As at the date of this announcement, the Board comprises Mr. Xiaopeng He as an executive director, Mr. Ji-Xun Foo as a non-executive director, and Mr. Donghao Yang, Ms. Fang Qu, Mr. HongJiang Zhang and Mr. Yudong Chen as independent non-executive directors.

* For identification purpose only

1

FAQ

What is XPeng Inc. (XPEV) changing in its memorandum and articles of association?

XPeng Inc. plans to amend its existing ninth amended and restated memorandum and articles and adopt a tenth amended and restated version. The revisions align with Hong Kong Listing Rules, incorporate updated governance standards, and include various housekeeping changes to its constitutional documents.

Why is XPeng Inc. (XPEV) updating its memorandum and articles now?

XPeng Inc. is updating its memorandum and articles to conform with Core Shareholder Protection Standards in Appendix A1 and the Corporate Governance Code in Appendix C1 of the Hong Kong Listing Rules. These updates help reflect current regulatory requirements and corporate governance expectations.

How will XPeng Inc. (XPEV) change shareholder meeting arrangements?

XPeng Inc. intends to meet Core Shareholder Protection Standards that require general meetings where shareholders can attend virtually using technology and cast votes electronically. These provisions will be incorporated into the new memorandum and articles if approved by shareholders at the annual general meeting.

What corporate governance areas are affected for XPeng Inc. (XPEV)?

The amendments will align XPeng Inc.’s constitutional documents with the Corporate Governance Code in Appendix C1, including updated terms of reference for the nomination committee. This means the committee’s role and procedures will reflect the latest requirements under the Hong Kong Listing Rules framework.

How will XPeng Inc. (XPEV) obtain approval for the new memorandum and articles?

XPeng Inc. will seek shareholder approval for the proposed amendments and adoption of the new memorandum and articles by special resolution at its forthcoming annual general meeting. A proxy statement or circular and AGM notice detailing the changes will be sent to shareholders beforehand.

What formal step has XPeng Inc. (XPEV) taken to announce these governance changes?

XPeng Inc. has issued an announcement pursuant to Rule 13.51(1) of the Hong Kong Listing Rules, describing its plans to amend the existing memorandum and articles and adopt a new version. This disclosure informs the market and shareholders ahead of the required approval at the annual general meeting.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 7.1 KB