XPEV XPeng Inc

Announcement: Grant of Restricted Share Units

107 grantees, of which:

(i) one independent non-executive Director of the Company: Mr. Donghao Yang; and

(ii)  Employees of the Group: 106

6,508,732 RSUs, of which:

(i) Director Grant: 27,216 RSUs

(ii)  Employee Grants: 6,481,516 RSUs

The RSUs shall be subject to a service-based vesting condition.

Subject to the terms of Director Grant and the 2019 Equity Incentive Plan, the RSUs granted under the Director Grant shall vest in accordance with the following schedule: one-third of the RSUs granted shall become service-vested on each anniversary of the vesting commencement date, which shall be July 12, 2024, for three (3) years after the grant.

Subject to the terms of the Employee Grants and the 2019 Equity Incentive Plan, the RSUs granted under the Employee Grants shall vest in accordance with the following schedule:

(i) 50.3% of the RSUs granted under the Employee Grants shall vest in equal portions of 25% on July 1, 2025, July 1, 2026, July 1, 2027 and July 1, 2028, respectively.

(ii)  3.4% of the RSUs granted under the Employee Grants shall vest in equal portions of 25% on April 1, 2025, April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

(iii)  0.3% of the RSUs granted under the Employee Grants shall vest in equal portions of 25% on January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028, respectively.

(iv) for 46% of the RSUs granted under the Employee Grants, 25% of which shall vest on July 1, 2025, and the remaining 75% shall vest in equal portions of 6.25% on October 1, 2025, January 1, 2026, April 1, 2026, July 1, 2026, October 1, 2026, January 1, 2027, April 1, 2027, July 1, 2027, October 1, 2027, January 1, 2028, April 1, 2028 and July 1, 2028, respectively.

According to the 2019 Equity Incentive Plan, the Administrator, in its sole discretion, shall determine the time or times when Awards may vest. The vesting period for part of the RSUs granted to the employees is shorter than 12 months because the RSUs granted under the Employee Grants have a mixed vesting schedule, such that the relevant RSUs vest evenly over a period of four years.

The vesting of the RSUs under the Employee Grants is not subject to any performance targets.

The vesting of the RSUs under the Director Grant is not subject to any performance targets.

The compensation committee under the Board of the Company is of the view that it is not necessary to set performance targets for the Director Grant because this arrangement (i) forms part of the director remuneration package of Mr. Donghao Yang; (ii) aligns with the purpose of the 2019 Equity Incentive Plan to secure and retain the services of valuable employees, directors, or consultants and provide incentive for such persons to exert their best efforts for the success of the Group’s business; (iii) is in line with the recommended best practice under E.1.9 of Part 2 of the Corporate Governance Code contained in Appendix C1 to the Listing Rules; and (iv) is subject to clawback mechanisms as detailed below.

Pursuant to the terms of RSU Grants and the 2019 Equity Incentive Plan, in the case of any Grantee’s Termination for Cause, all of the RSUs, whether vested or unvested, shall be cancelled as of the date of his/her termination. The Company shall have the right to (i) require the Grantees to surrender some or all of the Shares underlying the RSUs which have been issued to him/her or his/her transferee for no consideration, or (ii) require the Grantees to pay the Company any and all payment in cash or other property in lieu of the Shares underlying the RSUs which he/she has received from the Company.

award(s) in the form of restricted shares, RSUs, dividend equivalents, share appreciation rights and share payments pursuant to the 2019 Equity Incentive Plan to Participant(s)

with respect to a Participant, unless in the case of a particular Award, the particular award agreement states otherwise, (a) the applicable member of the Group having “cause,” “just cause” or term of similar meaning or import, to terminate a Participant’s employment or service, as defined in any employment, consulting or services agreement between the Participant and such member of the Group in effect at the time of such termination or (b) in the absence of any such employment, consulting or services agreement (or the absence of any definition of “cause,” “just cause” or term of similar meaning or import contained therein), the following events or conditions, as determined by the Administrator in its sole discretion:

(i) any commission of an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts, or commission of a criminal offense;

(ii) any material breach of any agreement or understanding between the Participant and any member of the Group including, without limitation, any applicable intellectual property and/or invention assignment, employment, non-competition, confidentiality or other similar agreement or the member of the Group’s code of conduct or other workplace rules;

(iii) any material misrepresentation or omission of any material fact in connection with the Participant’s employment with any member of the Group or service as a Service Provider;

(iv) any material failure to perform the customary duties as an Employee or a member of the board of directors or similar governing body of any member of the Group, to obey the reasonable directions of a supervisor or to abide by the policies or codes of conduct of the Company or any other member of the Group or to satisfy the requirements or working standards of the applicable member of the Group during any applicable probationary employment period; or

(v) any conduct that is materially adverse to the name, reputation or interests of any member of the Group

Class A ordinary shares of the share capital of the Company with a par value of US$0.00001 each, conferring a holder of a Class A ordinary share one vote per share on all matters subject to the vote at general meetings of the Company

Class B ordinary shares of the share capital of the Company with a par value of US$0.00001 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to ten votes per share on all matters subject to the vote at general meetings of the Company, subject to the requirements under Rule 8A.24 of the Listing Rules that the reserved matters shall be voted on a one vote per share basis

the compensation committee of the Board (or a subcommittee thereof), or such other committee of the Board to which the Board has delegated power to act pursuant to the provisions of the 2019 Equity Incentive Plan; provided, that in the absence of any such committee, the term “Committee” shall mean the Board

XPeng Inc., a company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability, the Class A ordinary shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the ADSs of which are listed on the New York Stock Exchange

any person who has an employment relationship with any member of the Group

one independent non-executive Director and 106 employees of the Group who were granted RSUs in accordance with the 2019 Equity Incentive Plan on July 12, 2024

the Company and its subsidiaries and consolidated variable interest entities from time to time or, where the context so requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time

Hong Kong dollars, the lawful currency of Hong Kong

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

Holder(s) of an outstanding Award granted under the 2019 Equity Incentive Plan

restricted share units

any person (i) who is an Employee, (ii) who provides services to the Group on a continuing and recurring basis in its ordinary and usual course of business which are material to the long term growth of the Group; or (iii) who is a member of the board of directors or similar governing body of any member of the Group

the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires

holder(s) of Shares and, where the context requires, ADSs

in the case of a Participant, (i) the termination of the Participant’s status as a Service Provider for Cause or (ii) the Participant’s termination without Cause or voluntary resignation as a Service Provider if the Administrator determines at any time that, before or after the Participant’s termination without Cause or resignation, a member of the Group had Cause to terminate such Participant’s status as a Service Provider

U.S. dollars, the lawful currency of the United States of America

By order of the Board

XPeng Inc.

Xiaopeng He

Chairman

For identification purpose only