XPeng Inc. (XPENG-W, 09868) has approved its “Tenth Amended and Restated Memorandum and Articles of Association” by special resolution passed on 26 June 2026, formalising a comprehensive overhaul of its capital structure and governance regime in advance of its Hong Kong listing.

Key capital terms • Authorised share capital is set at US$100,000, divided into 10 billion ordinary shares with a par value of US$0.00001 each.  – 9.25 billion Class A Ordinary Shares (one vote per share, “limited voting”).  – 0.75 billion Class B Ordinary Shares (10 votes per share, “weighted voting”). • No additional Class B shares may be issued post-listing unless pro rata to all shareholders or approved by the Hong Kong Stock Exchange (HKSE). • The company may redeem, purchase, subdivide, consolidate or otherwise alter its share capital subject to Cayman law and HKSE rules.

Weighted voting rights (WVR) safeguards • Class B shares convert to one Class A share upon the holder’s death, cessation as director, loss of WVR eligibility, or transfer of beneficial ownership/control (with limited carve-outs). • Class B shareholders are restricted to 10 votes per share and must not exceed the proportion of WVR shares outstanding at IPO. • For material matters—including amendments to the Memorandum or Articles, appointment/removal of independent non-executive directors, auditor changes, and voluntary liquidation—Class A and Class B shares each carry one vote per share. • All WVR beneficiaries must be directors or entities wholly owned and controlled by them.

Strengthened governance architecture • Board size set at a minimum of three directors; at least the number of independent directors required by NYSE rules will serve, and all directors are subject to re-election at least every three years. • Establishment of mandatory Board committees: Nomination Committee (majority independent, at least one director of different gender) and Corporate Governance Committee (entirely independent) with detailed oversight of board composition, WVR compliance, and stakeholder communication. • A Compliance Adviser will be retained on a permanent basis from the HKSE listing date to advise on regulatory matters, WVR issues, connected transactions, and disclosure obligations.

Shareholder rights and protections • All shareholders may requisition extraordinary general meetings if holding at least 10 % of total voting rights. • Quorum for general meetings set at holders representing not less than 10 % of total voting rights. • Fully paid shares are free of transfer restrictions and liens; treasury shares may be cancelled or transferred at the Board’s discretion. • On winding-up, assets are distributed pari passu based on paid-up capital, with no member compelled to accept securities carrying future liability.

Jurisdiction and dispute resolution • The company, shareholders, directors and officers agree to exclusive jurisdiction of Cayman Islands and Hong Kong courts for corporate and shareholder disputes; U.S. federal courts have exclusive jurisdiction over U.S. securities claims.

The revised charter aims to balance founder control through weighted voting shares with enhanced minority-shareholder protections and stricter governance standards aligned with HKSE requirements.