Xiaopeng Group-W (09868): Pengheng received US$600 million subscription from IDG Capital, Alibaba, Tencent and Gao Rong Venture Capital to purchase Pengheng A series preferred shares

Zhitong Finance App News, Xiaopeng Group - W (09868) issued an announcement. On August 24, 2026, the Company, Pengheng Group's major subsidiaries, Xiaopeng Group Pengxing, investors and executive subscribers entered into a share purchase agreement. Xiaopeng Group has conditionally agreed to subscribe to Pengxing at a total purchase price of US$200 million to issue a total of 986.752 million shares of Pengxing A series of Preferred Shares; Investors have conditionally agreed to purchase a total of 296 million Pengxing Series A shares; The executive subscribing party conditionally agreed to subscribe to Pengheng A total of 493.376 million shares of Pengheng common stock will be issued, with a total purchase price of US$100 million;

Also, the total purchase price of Pengheng warrants is 123.35 US dollars. The rights attached to these Penghing warrants can subscribe for a total of up to 246.7 million new shares of Pengheng common shares at a total exercise price of 500 million US dollars. The current round of equity financing for Penghing, which is to be carried out in accordance with the Penghing share purchase agreement, was initiated by leading global investment institutions, led by IDG Capital and Gao Rong Venture Capital. It also received support from two strategic investors, Tencent and Alibaba.

According to the Penghing share purchase agreement, on or before the expiration of 4 months from the date of the share purchase agreement, or at any other time as may be agreed by the contracting parties, Penghing may issue up to 7.406 million additional shares of the additional Pegking A series preferred shares to additional investors in accordance with the same terms and conditions set out in the Penghing share purchase agreement, with a total purchase price of US$15 million (based on the same purchase price paid by investors for each Pengxing A series preferred stock at the time of additional delivery), except that the additional investors must sign and deliver the Pengxing shares purchase agreement as investors Become a party to the Pengheng share purchase agreement.

According to the shareholder agreement to be concluded on subscription matters, each investor will be granted the right of redemption. According to this (among others), if Pengheng fails to complete the eligible initial public sale within 7 years after the investor has completed the subscription for the first batch of subscribed shares, or any other triggering event to be carried out under it, each investor has the right to request the redemption, purchase, procure purchase or otherwise acquire all or any portion of Penghing Series A preferred shares held by the investor.

The board of directors further announced that as far as subscription matters are concerned, Pengheng will approve and adopt Pengheng's 2026 equity incentive plan before the subscription is first settled.

According to reports, Penghing, together with major subsidiaries of Penghing and its other subsidiaries, is mainly engaged in Xiaopeng's robotics business. Xiaopeng's robotics business refers to the research, design, development, manufacture, licensing, commercialization and operation of robots and robotic systems that can autonomously or adaptively sense, understand, navigate, manipulate, control, or otherwise interact with the physical environment in the form of humanoid, animal-shaped, bipedal, four-legged, or crawler robots or robot systems, and other machine entity systems that can perform substantially similar functions in interaction with the physical environment. For the avoidance of doubt, the Group's automotive business, flying vehicle business, robotaxi business, integrated circuit business, or any other physical AI business, as well as any ancillary or incidental business (currently or in the future operated by the Group, in each case) are not included.

The Company believes that introducing external equity financing for Penghing through the share purchase agreement and adopting Penghing's 2026 equity incentive plan is commercially beneficial to both the Company and Penghing, and conforms to the overall interests of the Company and its shareholders. The reasons are as follows:

(a) The introduction of external financing enables the value of Pengheng and Xiaopeng Robotics businesses to be better reflected according to their own strengths and weaknesses, and enables investors to evaluate the performance and potential of Pengheng separately and independently of the Group (excluding Pengheng Group Corporation);

(b) The Xiaopeng Robotics business is attractive to the investor group specializing in humanoid robot research and development, and this investor group is different from that of the Group's intelligent electric vehicle business. Therefore, subscription matters can expand the sources of funding that can be used to fund the development of Xiaopeng Robotics business without relying on the company's own balance sheet;

(c) The subscription will provide a large amount of capital for Penghing to fund the development and commercialization of humanoid robots, thereby reducing the Group's financial burden and enabling the Group (excluding Pengheng Group Corporation) to allocate financial resources more effectively;

(d) It is expected that the participation of internationally renowned institutional investors will enhance Pengheng's image among potential customers, suppliers and strategic partners, and strengthen its position in negotiating and soliciting business. In addition, strategic investors can bring a wide range of strategic resources and support to promote the expansion of humanoid robot application scenarios. Therefore, the Company will continue to benefit from the growth of Pengheng through the shares it reserves in Pengheng;

(e) After the subscription is completed, the Company will continue to control and integrate Pengheng, and can generate strategic synergy effects by sharing physical AI R&D resources and results between the Group and Penghing Group, so that the Group can preserve the strategic interests of Xiaopeng's robotics business;

(f) Executive subscribers subscribe to Pengheng common shares and Pengheng share warrants, and executives enter into non-compete commitments aimed at aligning the interests of executives (as key personnel in Xiaopeng's robotics business) with the long-term development of Penghing and recognizing the contributions they have made and will make; and

(g) Adopting Pengheng's 2026 equity incentive plan will help Panghang to retain, attract and motivate the right talent to support the continued operation and development of Pengheng, and can align the interests of selected participants with the long-term development of Pengheng.