XPeng SC 13G / Xia Heng ownership change

XPeng (XPEV) SC 13GXPENG / Xia Heng ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

XPeng Inc.

(Name of Issuer)

Class A ordinary shares, US$0.00001 par value per share

(Title of Class of Securities)

98422D105⁽¹⁾

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)	This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A ordinary shares.

SCHEDULE 13G


CUSIP No. 98422D105

(1)	Represents (i) 61,137,879 Class B ordinary shares held by Efficiency Investment Limited, (ii) 12,580 Class A ordinary shares that Mr. Xia has the right to receive upon the settlement of his restricted share units (“RSUs”) within 60 days after December 31, 2020.

(2)

The percentage of the class of securities beneficially owned by the Reporting Person is calculated based on (i) 971,341,066 Class A ordinary shares outstanding as of December 31, 2020 and (ii) 61,137,879 Class B ordinary shares beneficially owned by the Reporting Person as of December 31, 2020, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares.

(1)	Represents 61,137,879 Class B ordinary shares held by Efficiency Investment Limited.

(2)

Item 1.

(a)

Name of Issuer:

XPeng Inc.

(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 Person Filing:

This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i)

Heng Xia; and

(ii)

Efficiency Investment Limited, a limited liability company established in the British Virgin Islands.

(b)

Address of Principal Business Office or, if none, Residence:

(i)

Heng Xia

The address of the principal business office of Heng Xia is located at:

c/o XPeng Inc.

No. 8 Songgang Road, Changxing Street, Cencun, Tianhe District, Guangzhou, Guangdong 510640, People’s Republic of China

(ii)

Efficiency Investment Limited

The address of the principal business office of Efficiency Investment Limited is located at:

Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands

(c)

Citizenship:

Heng Xia — People’s Republic of China

Efficiency Investment Limited — British Virgin Islands

(d)

Title and Class of Securities:

Class A ordinary shares, US$0.00001 par value per share, of the Issuer.

The Issuer’s ordinary shares consist of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 10 votes and each Class C ordinary share is entitled to five votes. Each Class B ordinary share or Class C ordinary share is convertible to one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances.

(e)

CUSIP No.:

98422D105

This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership


Reporting Person⁽¹⁾	Amount beneficially owned⁽¹⁾		Percent of class⁽²⁾			Sole power to vote or direct to vote⁽¹⁾		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of⁽¹⁾		Shared power to dispose or to direct the disposition of
Heng Xia		61,150,459		5.9	%		61,150,459		0		61,150,459		0
Efficiency Investment Limited		61,137,879		5.9	%		61,137,879		0		61,137,879		0

(1)

As of December 31, 2020, Efficiency Investment Limited held 61,137,879 Class B ordinary shares, and Mr. Xia had the right to receive 12,580 Class A ordinary shares upon the settlement of his RSUs within 60 days after December 31, 2020. Efficiency Investment Limited is wholly owned by Mr. Heng Xia, who is deemed to be the beneficial owner of the shares held by Efficiency Investment Limited. As of December 31, 2020, the voting power of shares beneficially owned by Heng Xia represented 9.9% of the total voting power of all outstanding shares of the Issuer.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on (i) 971,341,066 Class A ordinary shares outstanding as of December 31, 2020 and (ii) the number of Class B ordinary shares beneficially owned by the Reporting Person as of December 31, 2020, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2021


Heng Xia

		/s/ Heng Xia
		Heng Xia


Efficiency Investment Limited

By:		/s/ Heng Xia
Name:		Heng Xia
Title:		Authorized Signatory

EXHIBIT INDEX


Exhibit No.		Description

99.1		Joint Filing Agreement

Names of Reporting Persons
Heng Xia

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

People’s Republic of China