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)
x Rule 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
Baidu, Inc.
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
Cayman Islands
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
22,367,946 shares(1)
| |
| 6 |
Shared Voting Power
0
| ||
| 7 |
Sole Dispositive Power
22,367,946 shares(1)
| ||
| 8 |
Shared Dispositive Power
0
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11 |
Percent of Class Represented by Amount in Row (9)
| ||
| 12 |
Type of Reporting Person
CO
| ||
| Notes: |
| (1) | Directly held by Baidu (Hong Kong) Limited, which is wholly owned by Baidu Holdings Limited. Baidu Holdings Limited is wholly owned by Baidu, Inc. See Item 4. |
| 2 |
| CUSIP No. G29201 103 | |||
| 1 |
Names of Reporting Persons
Baidu Holdings Limited
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
22,367,946 shares(1)
| |
| 6 |
Shared Voting Power
0
| ||
| 7 |
Sole Dispositive Power
22,367,946 shares(1)
| ||
| 8 |
Shared Dispositive Power
0
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11 |
Percent of Class Represented by Amount in Row (9)
6.6%
| ||
| 12 |
Type of Reporting Person
CO
| ||
| Notes: |
(1) Directly held by Baidu (Hong Kong) Limited, which is wholly owned by Baidu Holdings Limited. See Item 4.
| 3 |
| CUSIP No. G29201 103 | |||
| 1 |
Names of Reporting Persons
Baidu (Hong Kong) Limited
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
Hong Kong
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
22,367,946 shares
| |
| 6 |
Shared Voting Power
0
| ||
| 7 |
Sole Dispositive Power
22,367,946 shares
| ||
| 8 |
Shared Dispositive Power
0
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11 |
Percent of Class Represented by Amount in Row (9)
6.6%
| ||
| 12 |
Type of Reporting Person
CO
| ||
| 4 |
| 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: |
Baidu, Inc.
Baidu Holdings Limited
Baidu (Hong Kong) Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
For Baidu, Inc.:
Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
People’s Republic of China
For Baidu Holdings Limited:
Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
People’s Republic of China
For Baidu (Hong Kong) Limited:
1102, The Lee Gardens
33 Hysan Avenue
Causeway Bay
Hong Kong
| Item 2(c). | Citizenship: |
Baidu, Inc. – Cayman Islands
Baidu Holdings Limited – British Virgin Islands
Baidu (Hong Kong) Limited – Hong Kong
| 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.
| 5 |
| 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 | ||||||||||||||||||||||
| Baidu, Inc. | 22,367,946 | 6.6 | % | 2.9 | % | 22,367,946 | 0 | 22,367,946 | 0 | |||||||||||||||||||
| Baidu Holdings Limited | 22,367,946 | 6.6 | % | 2.9 | % | 22,367,946 | 0 | 22,367,946 | 0 | |||||||||||||||||||
| Baidu (Hong Kong) Limited | 22,367,946 | 6.6 | % | 2.9 | % | 22,367,946 | 0 | 22,367,946 | 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, Baidu (Hong Kong) Limited, a company incorporated in Hong Kong, directly held 22,367,946 Class A ordinary shares of the Company. Baidu (Hong Kong) Limited is a wholly-owned subsidiary of Baidu Holdings Limited, a British Virgin Islands company, which is wholly owned by Baidu, Inc., a Cayman Islands company listed on the NASDAQ Global Select Market.
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.
| 6 |
| 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.
| 7 |
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
| Baidu, Inc. | ||
| By: | /s/ Robin Yanhong Li | |
| Name: | Robin Yanhong Li | |
| Title: | Chief Executive Officer | |
| Baidu Holdings Limited | ||
| By: | /s/ Robin Yanhong Li | |
| Name: | Robin Yanhong Li | |
| Title: | Director | |
| Baidu (Hong Kong) Limited | ||
| By: | /s/ Li Liu | |
| Name: | Li Liu | |
| Title: | Director |
| 8 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| Exhibit 99.1 | Joint Filing Agreement |
| 9 |
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.
| Baidu, Inc. | ||
| By: | /s/ Robin Yanhong Li | |
| Name: | Robin Yanhong Li | |
| Title: | Chief Executive Officer | |
| Baidu Holdings Limited | ||
| By: | /s/ Robin Yanhong Li | |
| Name: | Robin Yanhong Li | |
| Title: | Director | |
| Baidu (Hong Kong) Limited | ||
| By: | /s/ Li Liu | |
| Name: | Li Liu | |
| Title: | Director |