ECARX(ECX) - 2025 Q3 - Quarterly Report

Issuance of Convertible Notes - The Issuer plans to issue senior unsecured convertible notes with an aggregate principal amount of up to US$100,000,000[5] - The Initial Note will be in the principal amount of US$35,000,000, with the Initial Investor subscribing to this amount[12] - Additional Notes may be issued for an aggregate principal amount of up to US$65,000,000, subject to the terms of the agreement[6] - The total purchase price for the Convertible Senior Notes is set at US$100,000,000[8] - The Issuer agrees to issue and sell the Initial Note to the Initial Investor for the Initial Purchase Price at the Initial Closing[26] - The Issuer agrees to issue and sell Additional Notes totaling up to US$65,000,000 to Additional Investors[32] Closing Conditions - The Initial Closing is expected to occur within three business days after the conditions are satisfied[9] - The agreement outlines conditions precedent for both Initial and Additional Closings, ensuring compliance before funds are released[10] - The Initial Closing must occur before any Additional Closing can take place[34] - Required Internal Approval must be obtained prior to the Initial Closing, including execution of the Agreement and other Transaction Documents[25] - The Initial Investor must provide a certificate certifying the satisfaction of specified conditions on the Initial Closing Date[29] - The Issuer must deliver a certificate confirming the satisfaction of conditions prior to Additional Closing[35] - The obligations of the Issuer are subject to the satisfaction of various conditions, including no injunctions or laws prohibiting the transactions[34] Compliance and Legal Matters - The Issuer's registered office is located in the Cayman Islands, indicating its international operational presence[7] - The Issuer is subject to various laws and regulations, including Anti-Corruption and Anti-Money Laundering Laws[8] - Each Group Company must be in compliance with all applicable laws, with no material adverse effects expected from non-compliance[39] - The Group Companies are in compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws[52] - The Issuer is required to maintain compliance with all applicable laws and regulations to ensure the legality and enforceability of the Agreement[60] Corporate Governance and Documentation - The Issuer must deliver corporate documents, including a certificate of good standing and a register of directors, to the Initial Investor[27] - The Issuer must provide various corporate documents, including a certificate of good standing and a register of directors, prior to Additional Closing[34] - The Group Companies have maintained valid organizational documents and corporate records[50] Financial and Operational Aspects - The Issuer plans to use proceeds from the subscription of the Notes to refinance existing indebtedness, fund product research and development, promote market expansion, and support daily operations[58] - The Group Companies have timely filed all required Tax Returns and paid all due Taxes[50] - The Group Companies legally own all necessary Intellectual Property rights for their principal business[49] - The Group Companies have no undisclosed liabilities exceeding US$300,000,000 at any time[43] - Each Material Contract has an aggregate value exceeding US$15,000,000 and is valid and binding[43] Investor Relations and Obligations - The Initial Investor's obligations are separate from other Investors' obligations, ensuring no liability for breaches by others[27] - Each Additional Investor's obligations are separate, ensuring no liability for breaches by other Investors[32] - The Initial Investor must pay the Initial Purchase Price via wire transfer in U.S. dollars[26] - Each representation and warranty of the Issuer must be true and correct as of the Initial Closing Date[28] - The Issuer must ensure compliance with all covenants and obligations under the Transaction Documents prior to the Initial Closing[28] Arbitration and Dispute Resolution - The Agreement is governed by the laws of Hong Kong, with disputes to be resolved through arbitration administered by the Hong Kong International Arbitration Centre[73] - The arbitration proceedings will be conducted in English, with three arbitrators appointed by the Parties and the HKIAC[73] - The award from the arbitration tribunal will be final and binding, enforceable in any court with jurisdiction[74] - The Parties agree to negotiate in good faith to resolve disputes within fifteen days before arbitration is initiated[73] Miscellaneous Provisions - The agreement includes provisions for confidentiality and public disclosure, ensuring sensitive information is protected[13] - The Agreement constitutes the entire understanding among the Parties, superseding all prior agreements[73] - Any amendments to the Agreement require written consent from all Parties involved[71] - The Agreement allows for execution in counterparts, with facsimile and emailed signatures deemed original[73] - The Contracts (Rights of Third Parties) Ordinance does not apply to this Agreement, limiting enforcement rights to the Parties involved[70] - The Issuer waives any claim to immunity in relation to arbitration or court proceedings connected to the Transaction Document[74] - The Issuer shall not be liable for any consequential, exemplary, punitive, special, indirect, or incidental damages[66] - The aggregate liability of the Issuer for Indemnifiable Liabilities incurred by each Investor is limited to the aggregate amount of Purchase Price received from such Investor plus accrued interest[66] - The Agreement will automatically terminate if the Initial Closing does not occur within three months from the date of the Agreement[15] - The Issuer must ensure that the Class Ordinary Shares continue to be listed and traded on the Approved Exchange[60] - The Issuer must take commercially reasonable efforts to remove the restrictive legend on Conversion Shares when transfer is permitted[60] - The Issuer is obligated to notify other Investors promptly upon receipt of a Conversion Notice from any Investor electing to convert the Note[60]