XPeng Inc. (XPeng-W, NYSE: XPEV) has issued the formal notice for its annual general meeting (AGM), to be held at 10:00 a.m. (Hong Kong time) on 26 June 2026 at T2, XPENG Tech Park, Guangzhou.
Key agenda items 1. Financial reporting – Shareholders will be asked to receive and adopt the audited consolidated financial statements and the directors’ and auditors’ reports for the year ended 31 December 2025.
2. Board composition – Three independent non-executive directors—Donghao Yang, HongJiang Zhang and Yudong Chen—stand for re-election. The board also seeks authority to fix directors’ remuneration.
3. Auditor appointment – The board proposes reappointing PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as joint auditors for the 2026 financial year, with estimated audit fees of RMB 13.20 million and board-approved compensation.
4. General mandates • Issuance mandate: Directors seek authority to allot and issue up to 20% of the company’s issued share capital, excluding treasury shares, as at the date of the AGM. • Repurchase mandate: Authority is requested to buy back up to 10% of issued shares or ADSs on the Hong Kong Stock Exchange, NYSE or other recognised bourses. • Extension mandate: Subject to approval of the above mandates, the issuance limit would be increased by the number of shares repurchased, capped at an additional 10% of issued shares.
5. Charter amendments – A special resolution proposes adopting a tenth amended and restated memorandum and articles to: • align with the Hong Kong Listing Rules’ Core Shareholder Protection Standards, including provisions for virtual attendance and electronic voting; • update board-committee terms of reference, notably for the Nomination Committee; • incorporate housekeeping changes such as the registered-office address and definitions. Weighted voting rights attached to Class B shares will be disregarded for this item, requiring passage by at least a three-fourths majority of votes cast.
Voting structure and key dates • Record date for holders of Class A and Class B ordinary shares: close of business 14 May 2026 (Hong Kong time). • ADS record date: close of business 14 May 2026 (New York time). • Proxy deadline for ordinary-share holders: 10:00 a.m. 24 June 2026 (Hong Kong time). • ADS voting instruction deadline: 10:00 a.m. 17 June 2026 (New York time). Each Class A share carries one vote; each Class B share carries 10 votes, except on director re-elections, auditor appointment and charter amendments, where Class B shares have one vote each.
Logistics Holders of shares on either the Cayman or Hong Kong registers must lodge transfers with the respective registrars by 4:30 p.m. (Hong Kong time) on 14 May 2026. ADS holders wishing to attend the AGM must cancel their ADSs and hold Class A shares directly before the record date. Pre-registration for in-person attendance is encouraged via gm@x-peng.cn.
The AGM notice, proxy form, circular and the company’s 2025 Form 20-F are available at ir.xiaopeng.com, the Hong Kong Stock Exchange website and the U.S. SEC website.
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