XPeng Inc.’s US$1.8 Billion Shares Offering

Freshfields Bruckhaus Deringer advised a group of underwriters led by J.P. Morgan Securities (Asia Pacific) Limited and Merrill Lynch (Asia Pacific) Limited on the US SEC registered offering and HKSE primary listing of Xpeng Inc.’s shares, which was assisted by Harneys and Fangda Partners. Sullivan & Cromwell acted as Hong Kong and U.S. counsel to XPeng. JunHe advised the Underwriters in the project.

The deal raised gross proceeds of approximately US$1.8bn (before the exercise of the Over-allotment Option).

XPeng Inc. is one of the China’s leading smart electric vehicle companies. With leading software, data and hardware technology at its core, the company brings innovation in autonomous driving, smart connectivity and core vehicle systems.

This dual-primary listing in Hong Kong follows XPeng Inc.’s NYSE listing less than a year ago and could pave the way for other similarly-situated US-listed Chinese issuers to seek a listing in Hong Kong. The company is the first dual-primarily listed company in Hong Kong with a weighted voting rights structure.

A multidisciplinary Freshfields team drawn from our Hong Kong, New York, Washington, D.C. and Beijing offices advised on the transaction, led by partner and China Chairman Teresa Ko (Picture) and U.S. partner Calvin Lai. They were supported by partners Michael Levitt, Nabeel Yousef, Linda Martin and Claude Stansbury; head of Asia financial services Matthew O’Callaghan; and counsel Steven Hsu, David Yi, Jeremy Barr and Stephanie Brown Cripps.

The Harneys team comprised of Lily Zhang, supported by Vicky Lord, Managing Partner, and assisted by Fiduciary Virginia Choy.

The Fangda Partners team was led by partners Jeffrey Ding, Tianyi Chen and Patrick Li and counsel Jianbo Wei, and included Cassie Chang, Wei Feng, Charlene He, Hale Lu in Beijing office, and Xinyu Guo, Yinglin Kong and Muyuan Zhang in Shenzhen office.

The S&C cross-border team consisted of Kay Ian Ng and Ching-Yang Lin in Hong Kong and Sarah Payne in Palo Alto. Bob Reeder in New York and Gwen Wong in Beijing advised on certain securities matters. Rick Wertheim in New York advised on ’40 Act-related matters. Jeffrey Hochberg and Saul Brander in New York advised on tax matters.

The JunHe team was led by Mr. Yi Wang, Mr. Joe Wan and Mr. Shiming Shang.

Involved fees earner: Cassie Chang – Fangda Partners; Jeffrey Ding – Fangda Partners; Wei Feng – Fangda Partners; Xinyu Guo – Fangda Partners; Charlene He – Fangda Partners; Yinglin Kong – Fangda Partners; Patrick Li – Fangda Partners; Hale Lu – Fangda Partners; Jianbo Wei – Fangda Partners; Muyuan Zhang – Fangda Partners; Jeremy Barr – Freshfields Bruckhaus Deringer LLP; Stephanie Brown Cripps – Freshfields Bruckhaus Deringer LLP; Steven Hsu – Freshfields Bruckhaus Deringer LLP; Teresa Ko – Freshfields Bruckhaus Deringer LLP; Calvin Lai – Freshfields Bruckhaus Deringer LLP; Michael Levitt – Freshfields Bruckhaus Deringer LLP; Linda Martin – Freshfields Bruckhaus Deringer LLP; Matthew O’Callaghan – Freshfields Bruckhaus Deringer LLP; Claude Stansbury – Freshfields Bruckhaus Deringer LLP; David Yi – Freshfields Bruckhaus Deringer LLP; Nabeel Yousef – Freshfields Bruckhaus Deringer LLP; Vicky Lord – Harneys; Lily Zhang – Harneys; Shiming Shang – JunHe; Joe Wan – JunHe; Yi Wang – JunHe; Tianyi Chen – Simpson Thacher & Bartlett; Saul Brander – Sullivan & Cromwell; Jeffrey Hochberg – Sullivan & Cromwell; Ching-Yang Lin – Sullivan & Cromwell; Kay Ian Ng – Sullivan & Cromwell; Sarah Payne – Sullivan & Cromwell; Robert Reeder III – Sullivan & Cromwell; Gwen Wong – Sullivan & Cromwell;

Law Firms: Fangda Partners; Freshfields Bruckhaus Deringer LLP; Harneys; JunHe; Simpson Thacher & Bartlett; Sullivan & Cromwell;

Clients: J.P. Morgan Securities (Asia Pacific) Limited; Merrill Lynch (Asia Pacific) Limited; Xpeng;

Sonia Carcano

Author: Sonia Carcano