China’s XPeng Inc., one of the leading smart electric vehicle companies in China, raised US $1.807 billion on July 7 through a dual-primary listing consisting of an international offering registered with the U.S. Securities and Exchange Commission and a public offering on the Hong Kong Stock Exchange.
This transaction is the first ever dual-primary listing of a company which adopted a weighted voting rights structure on the HKSE. Companies that opt for dual-primary listing on the HKSE are required to comply with full requirements of both the HKSE and the relevant overseas exchange. Due to the weighted voting rights structure, XPeng needed to obtain special regulatory approval from the HKSE and comply with additional regulatory requirements.
According to IHS Markit, XPeng is currently the only automotive company based in China that develops full-stack autonomous driving software in house and has used that software on mass-produced vehicles. Its latest proprietary autonomous driving system, XPILOT 3.0, represents one of the most advanced autonomous driving technologies adopted on commercially available vehicles.
S&C acted as Hong Kong and U.S. counsel to XPeng. The 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.
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