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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

ECARX HOLDINGS INC.

(Name of Issuer)

 

Class A ordinary shares, par value US$0.000005 per share

(Title of Class of Securities)

 

G29201 103

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. G29201 103
1

Names of Reporting Persons


Ziyu Shen

 

2

Check the Appropriate Box if a Member of a Group

 

(a)       ¨

(b)       ¨

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

People’s Republic of China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5

Sole Voting Power

 

24,480,458 shares (represented by 24,480,458 Class B ordinary shares, which may be converted into 24,480,458 Class A ordinary shares at any time).(1)

 

6

Shared Voting Power

 

0

 

7

Sole Dispositive Power

 

24,480,458 shares (represented by 24,480,458 Class B ordinary shares, which may be converted into 24,480,458 Class A ordinary shares at any time).(1)

 

8

Shared Dispositive Power

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person


24,480,458 shares

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

 

11

Percent of Class Represented by Amount in Row (9)


7.3%(2)

 

12

Type of Reporting Person
IN

 

       

 

 

Notes:

(1)Directly held by Jie&Hao Holding Limited, which is wholly owned by Ziyu Shen. See Item 4.
(2)Assumes conversion of all Class B ordinary shares into Class A ordinary shares.

 

2

 

 

CUSIP No. G29201 103
1

Names of Reporting Persons


Jie&Hao Holding Limited

 

2

Check the Appropriate Box if a Member of a Group

 

(a)       ¨

(b)       ¨

 

3

SEC Use Only

 

4

Citizenship or Place of Organization


British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5

Sole Voting Power

 

24,480,458 shares (represented by 24,480,458 Class B ordinary shares, which may be converted into 24,480,458 Class A ordinary shares at any time).

 

6

Shared Voting Power

 

0

 

7

Sole Dispositive Power

 

24,480,458 shares (represented by 24,480,458 Class B ordinary shares, which may be converted into 24,480,458 Class A ordinary shares at any time).

 

8

Shared Dispositive Power

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person


24,480,458 shares

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

 

11

Percent of Class Represented by Amount in Row (9)


7.3%(1)

 

12

Type of Reporting Person


CO

 

       

 

 

Notes:

(1)Assumes conversion of all Class B ordinary shares into Class A ordinary shares.

 

3

 

 

Item 1(a).Name of Issuer:

 

ECARX Holdings Inc. (the “Company”).

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

16/F, Tower 2, China Eastern Airline Binjiang Center

277 Longlan Road

Xuhui District, Shanghai 200041

People’s Republic of China

 

Item 2(a).Name of Person Filing:

 

Ziyu Shen; and

Jie&Hao Holding Limited.

 

Item 2(b).Address of Principal Business Office, or, if none, Residence:

 

For Ziyu Shen:

16/F, Tower 2, China Eastern Airline Binjiang Center

277 Longlan Road

Xuhui District, Shanghai 200041

People’s Republic of China

 

For Jie&Hao Holding Limited:

Craigmuir Chambers

Road Town, Tortola, VG 1110

British Virgin Islands

 

Item 2(c).Citizenship:

 

Ziyu Shen: People’s Republic of China; and

Jie&Hao Holding Limited: British Virgin Islands.

 

Item 2(d).Title of Class of Securities:

 

Class A ordinary shares, par value US$0.000005 per share.

 

The Company’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.000005 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

Item 2(e).CUSIP No.:

 

G29201 103.

 

Item 3.If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:

 

Not applicable.

 

 

 

Item 4.Ownership:

 

The following information with respect to the ownership of the ordinary shares by each of the reporting persons is provided as of December 31, 2022.

 

  

Amount
beneficially
owned

  

Percent of
class

  

Percent of
aggregate
voting
power

  

Sole power to
vote or direct
the vote

  

Shared power
to vote or to
direct the vote

  

Sole power to
dispose or to
direct the
disposition of

  

Shared power to
dispose or to
direct the
disposition of

 
Ziyu Shen   24,480,458    7.3%   31.5%   24,480,458    0    24,480,458    0 
Jie&Hao Holding Limited   24,480,458    7.3%   31.5%   24,480,458    0    24,480,458    0 

 

Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) were deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the reporting person and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by the reporting person. The percentage of the class of securities beneficially owned by each reporting person is calculated based on a total of 337,395,390 issued and outstanding ordinary shares (consisting of 288,434,474 Class A ordinary shares and 48,960,916 Class B ordinary shares) of the Company as of December 31, 2022 as a single class. In computing the percentage ownership of the reporting persons, we have included, where applicable, shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security, after December 31, 2022.

 

As of December 31, 2022, Ziyu Shen held 100% of the issued and outstanding shares of Jie&Hao Holding Limited, which in turn held 24,480,458 Class B ordinary shares of the Company. Jie&Hao Holding Limited is a British Virgin Islands company.

 

For each reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of all of the Company’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share

 

Item 5.Ownership of Five Percent or Less of a Class:

 

Not applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.Notice of Dissolution of Group:

 

Not applicable.

 

 

 

Item 10.Certifications:

 

Not applicable.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2023

 

   

Ziyu Shen

     
   

/s/ Ziyu Shen

     
   

Jie&Hao Holding Limited

     
  By:

/s/ Ziyu Shen

  Name: Ziyu Shen
  Title: Director

 

 

 

LIST OF EXHIBITS

 

Exhibit No.   Description
Exhibit 99.1   Joint Filing Agreement

 

 

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.000005 per share, of ECARX Holdings Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

   

Ziyu Shen

     
   

/s/ Ziyu Shen

     
   

Jie&Hao Holding Limited

     
  By:

/s/ Ziyu Shen

  Name: Ziyu Shen
  Title: Director