Exhibit
10.18


 


Supplementary
Agreement of the


Restructuring Framework Agreement


 


The
Supplementary Agreement (the “Supplementary Agreement”) of the Restructuring Framework Agreement is signed
by the following parties on May 13, 2022, in Wuhan, the People's Republic of China (the “PRC”).


 


PARTY
A:ECARX (Hubei) Tech Co., Ltd. (亿咖通(湖北)技术有限公司)


 


		Address:	No. B1336,
                                            Chuanggu Startup Zone, Taizi Lake Cultural Digital Industrial Park, No. 18 Shenlong
                                            Road, Wuhan Economic and Technological Development District, Hubei, PRC.



 


PARTY
B:Hubei ECARX Technology Co., Ltd. (湖北亿咖通科技有限公司)
(“Hubei ECARX (湖北亿咖通)”)


 


		Address:	Part B, Building 7, Qidixiexin
                                            High-tech Park, Innovation Valley, Southern Taizi Lake, Wuhan Economic and Technological
                                            Development Zone



 


Party A and Party B are hereinafter
individually referred to as a/one “Party” and collectively as the “Parties”.


 


WHEREAS:


 


		(A)	ECARX
                                            Holdings Inc. (a company incorporated under the laws of the Cayman Islands, “ECARX
                                            Cayman”) previously actually controlled Hubei ECARX through a series of contractual
                                            arrangements (the “VIE Control Agreements”) and transferred the entire
                                            economic interests of Hubei ECARX to the group Company (as defined below), thereby enabling
                                            the financial results of Hubei ECARX to be consolidated into the consolidated financial statements
                                            of the group companies.



 


		(B)	In
                                            order to terminate the above contractual arrangements, ECARX Cayman made a Board of Directors’
                                            resolution (the “0408 Board Resolution”) on April 8, 2022 (the “VIE
                                            Termination Date”), approving the termination of the VIE Control Agreements, and
                                            further approving a series of restructuring arrangements (the “VIE Restructuring”)
                                            with the group companies and Hubei ECARX in terms of business, qualifications, assets, contracts,
                                            intellectual property rights, employees, and equity investment after the termination of the
                                            VIE Control Agreement; ECARX (Wuhan) Technology Co., Ltd. (亿咖通(武汉)科技有限公司),
                                            Hubei ECARX(湖北亿咖通),
                                            Shen Ziyu, and Li Shufu jointly signed a “Termination Agreement on Existing Control
                                            Documents” on April 8, 2022, terminating the VIE Control Agreement.



 


		(C)	The
                                            two parties signed the “Restructuring Framework Agreement” (the “Restructuring
                                            Framework Agreement”) on April 8, 2022. This agreement is to further clarify
                                            (i) the specific matters of the VIE Restructuring; and (ii) the arrangements involved
                                            in the matters related to VIE restructuring during the period from the VIE Termination Date
                                            to the actual completion date of VIE Restructuring under the Board Resolutions on Restructuring,
                                            as well as the transfer and attribution of relevant economic interests.



 






     


     


    

 


		(D)	On
                                            May 13, 2022, ECARX Cayman made a Board of Directors’ resolution (the “0513
                                            Board Resolution”) as shown in Annex I, supplementing and amending
                                            the 0408 Board Resolution. Under the 0513 Board Resolution, such supplements and amendments
                                            shall be approved, confirmed, adopted and made part of the previous 0408 Board Resolution.



 


In
view of this, the two parties hereby reach the following agreement through negotiation. Terms used in this Supplemental Agreement have
the same meanings as those defined in the Restructuring Framework Agreement, unless otherwise stated in this Supplementary Agreement.


 


		1	AMENDMENT



 


		1.1	Both
                                            parties agree and confirm to supplement and revise the “Retained Investment”
                                            in Article 1.1 of the previous Restructuring Framework Agreement: “retained
                                            investment” refers to Hubei ECARX's equity or equity investment in Anhui Xinzhi Technology
                                            Co., Ltd. (安徽芯智科技有限公司),
                                            Suzhou Tongjie Automotive Electronic Co., Ltd. (苏州桐劼汽车电子有限公司),
                                            Suzhou Chenling Investment LLP (苏州晨岭投资合伙企业(有限合伙)).
                                            Supplementary and revised Article 1.1 of the Restructuring Framework Agreement (the
                                            “AMENDMENT ARTICLE”):



 


“1.1
The Parties acknowledge that, for the purpose of VIE Restructuring, Hubei ECARX only retains the following businesses, qualifications,
assets, contracts, intellectual property rights, employees and/or equity investment: (i) map surveying and mapping qualification
(referring to Grade A Surveying and Mapping Qualification of Navigation Electronic Map and Grade B Surveying and Mapping Qualification
of Internet Map Service of Hubei ECARX), (ii) mapping activities (including relevant assets, contracts, intellectual property rights
and employees), (iii) retained investment (referring to Hubei ECARX's shares or equity investment in Anhui Xinzhi Technology Co., Ltd.
(安徽芯智科技有限公司),
Suzhou Tongjie Automotive Electronic Co., Ltd. (苏州桐劼汽车电子有限公司)
and Suzhou Chenling Investment LLP (苏州晨岭投资合伙企业(有限合伙)),
(iv) ICP license, (v) Daimler contract (referring to the contract on AI voice products signed by Hubei ECARX and Daimler Company
(as a customer) on 5 March 2020, and (vi) the working capital of Hubei ECARX of approximately RMB20.00 million (collectively
referred to as "retained business and assets").


 


		1.2	Pursuant
                                            to the above amendment to the definition of Retained Investment, the Item 6 of “Transfer
                                            Methods” in Annex II of the Restructuring Framework Agreement shall delete “Suzhou
                                            Chenling Investment LLP (苏州晨岭投资合伙企业(有限合伙))”.
                                            The Item 6 of “Transfer Methods” in the revised Annex II is as follows (the “AMENDMENT
                                            SCHEDULE”):



 


“Hubei
ECARX will temporarily transfer all the equity interests it holds in JICA Intelligent Robot Co., Ltd. (吉咖智能机器人有限公司),
Hubei Dongjun Automotive Electronic Technology Co., Ltd. (湖北东峻汽车电子科技有限公司),
and Suzhou Photon-Matrix Optoelectronics Technology Co., Ltd. (苏州光之矩光电科技有限公司)
to non-related third parties, and then such third parties shall transfer them to Party A (or other group companies designated by Party
A) as soon as possible.”


 






    2


     


    

 


		2	OTHER ARTICLES



 


		2.1	Article 5
                                            (Confidentiality Clause) and Article 8 (Applicable Laws and Dispute Resolution)
                                            of the Restructuring Framework Agreement shall apply, mutatis mutandis, to this Supplementary
                                            Agreement as if they were outlined in their entirety in this Supplementary Agreement.



 


		2.2	The
                                            parties hereby understand and agree that: (a) this Supplementary Agreement constitutes
                                            a supplement and amendment to the Restructuring Framework Agreement but does not affect the
                                            validity of the Restructuring Framework Agreement and shall be construed and applied together
                                            with the Restructuring Framework Agreement; (b) After being signed, the AMENDMENT ARTICLE in
                                            this Supplementary Agreement shall completely replace the original Article 1.1 of the
                                            Restructuring Framework Agreement, and the AMENDMENT SCHEDULE stated in this Supplementary
                                            Agreement shall completely replace the content of “Transfer Methods” in Annex
                                            II, Item 6 of the Restructuring Framework Agreement, as an integrated part of the Restructuring
                                            Framework Agreement and is deemed effective from the date on which the Restructuring Framework
                                            Agreement takes effect.



 


		3	COPY



 


		3.1	Both
                                            parties agree to complete the formal signing of this Supplementary Agreement by exchanging
                                            electronic scanned copies of the signature page. This Supplementary Agreement is duplicated
                                            into TWO copies; each party holds ONE copy with the same legal effect.



 


(No text below; Signature page follows)


 






    3


     


    

 


IN WITNESS
WHEREOF, the parties have signed the Supplementary Agreement of the Restructuring
Framework Agreement by their authorized representatives on the date mentioned at the beginning hereof and to take effect immediately.


 


	Party
    A:	ECARX (Hubei) Tech Co., Ltd.




 


	Signature:	/s/ Shen Ziyu	 






	Name:	Shen Ziyu
	Position:	Legal representative



 


	Party B:	Hubei
                                            ECARX Technology Co., Ltd.	 



 


	Signature:	/s/ Shen Ziyu	 






	Name:	Shen Ziyu
	Position:	Legal representative



 



Signature page


 






     


     


    

 


Annex I


 


0513 Board Resolution


 


Annex