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XPeng Inc. Share Issue/Capital Change 2026

Jun 4, 2026

51145_rns_2026-06-04_219badaa-07e7-47a7-912d-ecf184f46ff2.pdf

Share Issue/Capital Change

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FF301

HKEX

香港交易所

Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 May 2026

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: XPeng Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

Date Submitted: 04 June 2026

I. Movements in Authorised / Registered Share Capital

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09868 Description CLASS A ORDINARY SHARE
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 9,250,000,000 USD 0.00001 USD 92,500
Increase / decrease (-) 0 USD
Balance at close of the month 9,250,000,000 USD 0.00001 USD 92,500
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No
--- --- --- --- --- --- --- --- --- --- ---
Stock code (if listed) N/A Description CLASS B ORDINARY SHARE
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 750,000,000 USD 0.00001 USD 7,500
Increase / decrease (-) 0 USD
Balance at close of the month 750,000,000 USD 0.00001 USD 7,500

Total authorised/registered share capital at the end of the month: USD 100,000

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II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09868 Description CLASS A ORDINARY SHARE
Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 1,565,746,224 0 1,565,746,224
Increase / decrease (-) 0 0
Balance at close of the month 1,565,746,224 0 1,565,746,224

Public float sufficiency confirmation (Note 4)

Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month:
☑ the applicable public float requirement (see below) has been complied with
☐ the applicable public float requirement (see below) has not been complied with
The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is:
Applicable public float threshold Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares)
Additional information The above public float level is confirmed based on publicly available information and the best knowledge of the Company.
2. Class of shares WVR ordinary shares
--- ---
Stock code (if listed) N/A
Balance at close of preceding month
Increase / decrease (-)
Balance at close of the month

Remarks:
The balance of Class A ordinary shares at close of 31 May 2026 includes 27,458 Class A ordinary shares issued to our depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards granted under the 2019 Equity Incentive Plan and the 2025 Share Incentive Scheme.

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III. Details of Movements in Issued Shares and/or Treasury Shares

(A). Share Options (under Share Option Schemes of the Issuer) Not applicable

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(B). Warrants to Issue Shares of the Issuer
Not applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)
Not applicable
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09868 Description CLASS A ORDINARY SHARE
Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1). Grant of a total of 1,567,954 restricted share units (the "RSUs") pursuant to grant letters signed on 26 April 2022 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 892,768
2). Grant of a total of 746,570 RSUs pursuant to grant letters signed on 25 July 2022 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 347,716
3). Grant of a total of 100,368 RSUs pursuant to grant letters signed on 28 September 2022 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 72,184
4). Grant of a total of 3,398,258 RSUs pursuant to grant letters signed on 24 October 2022 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 1,719,588
5). Grant of a total of 143,926 RSUs pursuant to grant letters signed on 28 December 2022 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 118,604
6). Grant of a total of 3,214,640 RSUs pursuant to grant letters signed on 18 January 2023 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 1,916,334
7). Grant of a total of 2,908,682 RSUs pursuant to grant letters signed on 24 March 2023 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 1,532,414
8). Grant of a total of 2,413,824 RSUs pursuant to grant letters signed on 21 April 2023 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 1,168,714
9). Grant of a total of 1,851,200 RSUs pursuant to grant letters signed on 14 July 2023 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 1,214,948
10). Grant of a total of 4,694,358 RSUs pursuant to grant letters signed on 20 October 2023 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 2,907,110
11). Grant of a total of 1,291,630 RSUs pursuant to grant letters signed on 31 January 2024 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 716,616
12). Grant of a total of 5,106,242 RSUs pursuant to grant letters signed on 19 April 2024 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 2,421,090
13). Grant of a total of 6,508,732 RSUs pursuant to grant letters signed on 12 July 2024 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 4,750,672
14). Grant of a total of 4,932,710 RSUs pursuant to grant letters signed on 18 October 2024 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 3,602,890
15). Grant of a total of 3,028,020 RSUs pursuant to grant letters signed on 17 January 2025 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 2,146,424
16). Grant of a total of 2,093,884 RSUs pursuant to grant letters signed on 11 April 2025 under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 1,607,558

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17). Lapse of a total of 337,984 RSUs in May 2026 due to employees' departure under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020 20 August 2020 0 0 0
18). Vest of a total of 32,038 RSUs in May 2026 which were previously granted under the 2019 Equity Incentive Plan adopted on 28 June 2020 and approved by the shareholders of the Company on 20 August 2020, and all of which were satisfied by the existing issued Class A ordinary shares 20 August 2020 0 0 0
19). Grant of a total of 28,506,786 RSUs to Mr. Xiaopeng He on 19 March 2025 approved by the independent shareholders of the Company on 27 June 2025 under the 2025 Share Incentive Scheme adopted on 18 March 2025 and approved by the shareholders of the Company on 27 June 2025 27 June 2025 0 0 28,506,786
20). Grant of a total of 913,428 RSUs pursuant to grant letters signed on 11 July 2025 under the 2025 Share Incentive Scheme adopted on 18 March 2025 and approved by the shareholders of the Company on 27 June 2025 27 June 2025 0 0 895,466
21). Grant of a total of 5,075,940 RSUs pursuant to grant letters signed on 1 October 2025 under the 2025 Share Incentive Scheme adopted on 18 March 2025 and approved by the shareholders of the Company on 27 June 2025 27 June 2025 0 0 5,041,740
22). Grant of a total of 1,309,838 RSUs pursuant to grant letters signed on 16 January 2026 under the 2025 Share Incentive Scheme adopted on 18 March 2025 and approved by the shareholders of the Company on 27 June 2025 27 June 2025 0 0 1,302,136
23). Grant of a total of 2,256,962 RSUs pursuant to grant letters signed on 17 April 2026 under the 2025 Share Incentive Scheme adopted on 18 March 2025 and approved by the shareholders of the Company on 27 June 2025 27 June 2025 0 0 2,256,962
24). Lapse of a total of 85,222 RSUs in May 2026 due to employees' departure under the 2025 Share Incentive Scheme adopted on 18 March 2025 and approved by the shareholders of the Company on 27 June 2025 27 June 2025 0 0 0

Increase in issued shares (excluding treasury shares): 0 WVR ordinary shares A (DD1)

Decrease in treasury shares: 0 WVR ordinary shares A (DD2)

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(E). Other Movements in Issued Shares and/or Treasury Shares

Not applicable

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 0 WVR ordinary shares A
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares A

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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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V. Confirmations

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 5)

(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 6);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Yeqing Zheng

Title: Company Secretary

(Director, Secretary or other Duly Authorised Officer)

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Notes

  1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
  2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

  1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
  2. "Initial Prescribed Threshold", "Alternative Threshold" and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure.
  3. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.
  4. "Identical" means in this context:
  5. the securities are of the same nominal value with the same amount called up or paid up;
  6. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
  7. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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