XPENG-WDiDi "marriage": XPENG-W manufacturing cars, DiDi operating

On Monday, Xiaopeng, a new car maker, and DiDi, a travel platform giant, reached a strategic acquisition cooperation. Xiaopeng Auto will acquire DiDi's smart car development business assets for a total consideration of HK $5.835 billion (about US $0.744 billion). The purchase consideration was completed in the form of additional shares, with a maximum of 91.13 million additional shares, accounting for about 5% of the expanded share capital. On the same day, the two parties also announced a car-building plan, which will launch a new electric car brand, project code MONA. The first product is expected to be mass-produced and launched on the market in 2024. The acquisition does not involve the cash part, Xiaopeng through the issuance of additional shares to acquire DiDi assets, DiDi through the sale of assets to obtain Xiaopeng shares, both sides did not "spend money". It is worth mentioning that DiDi internal car business "Da Vinci" seems to have gone away. On Monday, Tiger Smell quoted people familiar with the matter as saying that "Da Vinci" will not rebuild or sell the whole car. DiDi has given up the car-making business. But now, DiDi has found Tucki to take over the offer, which provides more possibilities for DiDi founder Cheng Wei's car dream. For Xiaopeng, the advantage is that Xiaopeng can obtain DiDi's resources in the B- end network car market through this acquisition, and expand its competitiveness with new and old rivals such as Weilai and Ideal while increasing its sales volume. ## Xiaopeng Auto Acquires DiDi Smart Car Development Business On Monday, August 28, Xiaopeng Auto announced that based on the expected significant synergy effect, the company became the first car manufacturing company to receive the full support of DiDi ecosystem, and the company and DiDi also signed a strategic cooperation agreement.! According to the announcement, Xiaopeng Auto will acquire DiDi's assets and research and development capabilities related to its smart electric vehicle project at a maximum consideration of HK $5.835 billion. DiDi will become a strategic shareholder of Xiaopeng Motors, with a lock-up period of 24 months for the first shares. The purchase consideration was completed in the form of additional shares, with a maximum of 91.13 million additional shares, accounting for about 5% of the expanded share capital. The issuance of additional shares consists of four stages: the issuance of 58.16 million shares on the acquisition and delivery date; the delivery of 4.63 million shares for mass production vehicles; the delivery of 180000 new cars in the first stage, with 14.05 million shares issued; and the delivery of 180000 new cars in the second stage, with 14.27 million shares issued.> The maximum total consideration for the acquisition is approximately HK $5,835 million (approximately US $744 million at the exchange rate).>> The maximum number of consideration shares and issue price consideration shares is 91,131,790 Class A ordinary shares, which account for approximately 5.26 per cent of the issued and outstanding share capital of the Company as of the date of this announcement, and approximately 5.00 per cent of the issued and outstanding share capital of the Company as expanded by the highest number of consideration shares allotted and issued.>> The consideration shares will be issued at an issue price of HK $64.03 per Class A ordinary share (approximately US $8.30 at the exchange rate).>> The specific number of first-stage performance target shares will be determined based on the number of eligible new car deliveries during the first performance target period, provided that for the purpose of calculating the first-stage performance target shares, the maximum number of eligible new car deliveries shall be 180,000, and the maximum number of first-stage performance target shares to be issued by the company is 14,054,605 Class A ordinary shares (first performance target calculation).>> Similarly, if the second performance target period milestone is reached, the Company will issue the second period performance target shares to the seller or a seller's designee. The specific number of second-stage performance target shares will be determined according to the delivery of qualified new cars during the second performance target period, provided that for the purpose of calculating the second-stage performance target shares, the maximum number of qualified new cars to be delivered shall be 180,000, and the maximum number of second-stage performance target shares to be issued by the company is 14,276,521 class a common shares (calculated by the second performance target).>> Seller agrees not to dispose of the Consideration Shares during the following lock-up periods: 24 months after the First Closing Date (for the First Consideration Shares); 12 months after the SOP Closing Date (for the SOP Consideration Shares); and 12 months after the respective dates of Stage 1 Performance Target Closing and Stage 2 Performance Target Closing (for the Performance Target Shares), subject to certain circumstances. Xiaopeng also said:> Under the agreement, the company and DiDi agreed to cooperate in a number of areas, including the research and development of new smart electric vehicles, the operation of the company's smart electric vehicles on DiDi's shared mobility platform, marketing, Financial and insurance services, charging, autonomous driving, and joint development of international markets. ## DiDi official announced on the same day, according to DiDi official blog, DiDi and Xiaopeng jointly announced that the two sides would reach strategic cooperation. DiDi will sell assets and research and development capabilities related to the smart electric vehicle project to Xiaopeng. Xiaopeng Auto will build a Class A intelligent electric vehicle based on this, with the project code "MONA". As the first product of its new brand, this model has a differentiated advantage with Xiaopeng Auto's existing brand. It is expected that Xiaopeng Auto will be mass-produced and launched on the market in 2024. In this strategic cooperation, the two sides will also cooperate in automobile operation, brand marketing, financial and insurance services, charging facilities, international market and so on.!