Exhibit 10.17


 


Restructuring Framework Agreement


 


This
Restructuring Framework Agreement (the "Agreement") is signed by and between the following parties in Wuhan City,
People's Republic of China (the "PRC") on the date of 8 April 2022.


 


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 ("VIE Control
                                            Agreements"), and transferred all economic interests in Hubei ECARX to the group
                                            companies (as defined below), which allows Hubei ECARX's financial results to be consolidated
                                            in the consolidated financial statements of the group companies.



 


		(B)	For
                                            the purpose of terminating the above contractual arrangements, on 8 April 2022 ( the
                                            "VIE Termination Date"), ECARX Cayman adopted a board resolution ("Board
                                            Resolution on Restructuring") as shown in Annex I to
                                            approve the termination of the VIE Control Agreements, and further approved a series of restructuring
                                            arrangements related to the business, qualifications, assets, contracts, intellectual property
                                            rights, employees and equity investment with the group companies and Hubei ECARX upon the
                                            termination of the VIE Control Agreement ("VIE Restructuring"); On 8 April 2022,
                                            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 Shu Fu signed a Termination Agreement on Existing Control Documents, terminating
                                            the VIE Control Agreements.



 


		(C)	The Parties intend to further clarify (i) the
                                            specific matters of 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 (the "Restructuring
                                            Completion Date") (the "Transition Period"), as well as the transfer
                                            and attribution of relevant economic interests.



 


THEREFORE, the Parties hereby reach an agreement
as follows through mutual consultation. Unless otherwise stated in this Agreement, terms used herein shall have the same meanings as
those defined in the Board Resolutions on Restructuring.


 






     


     


    

 


Definitions:


 


In this Agreement, unless otherwise stated, the
following terms shall have the following meanings:


 


"The group companies" means
ECARX Cayman and its beneficially owned subsidiaries and branches in the PRC and oversea. For the purpose of this Agreement, the group
companies exclude Hubei ECARX and its subsidiaries and branches.


 


"Qualification" includes intangible
assets and tangible assets, in which intangible assets include, but not limited to, trade secrets attached to any assets.


 


"Intellectual property" includes
patents, patent application, inventions and creations, utility model, appearance design, registered trademarks, trademark application,
unregistered logo, service tags, registered design, unregistered design rights, copyright, technical drawings, business name, database
rights, Internet domain name, brand name, computer software programs and systems, know-how, goodwill, trade secrets (trade secrets
include, but not limited to, manufacturing and production techniques and know-how, R&D information, technology, drawings, designs,
schemes, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, customer
and supplier directories and information, and other confidential or proprietary information), confidential information and other industrial
or commercial intellectual property (whether registered or not), and all application documents for registration or protection of the
above applications.


 


"China" means the People's Republic
of China, which, for the purpose of this Agreement only, does not include Hong Kong, Macao Special Administrative Region and Taiwan.


 


		1	Transfer of Business and Assets



 


		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 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)),
                                            (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	The Parties acknowledge that, except
                                            for the above-mentioned retained business and assets, all the businesses of Hubei ECARX and
                                            the qualifications, assets, contracts, intellectual property rights, employees and foreign
                                            investment related to these businesses (collectively referred to as "transferred
                                            business and assets") shall be transferred to Party A (or other group companies
                                            designated by Party A).



 






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		2	Transfer Arrangement



 


		2.1	The Parties hereby agree and acknowledge
                                            that Hubei ECARX shall transfer all its transferred business and assets to Party A (or other
                                            group companies designated by Party A) or turn over to Party A (or other group companies
                                            designated by Party A) for effective control pursuant to the Board Resolutions on Restructuring.
                                            Please refer to the transfer business and asset transfer arrangement shown in Annex
                                            II to this Agreement for specific transfer methods and time schedules.



 


		2.2	This Agreement and all its annexes represent
                                            the framework agreements of the transfer matters agreed by each party under this Agreement,
                                            and the Parties may sign written arrangements separately for the specific transfer matters
                                            of transferred business and assets as they deem necessary (for example, sign transfer documents
                                            separately with the other party for any contract under the transferred business and assets).
                                            Notwithstanding the foregoing agreement, the Parties confirm and agree that they shall complete
                                            the transfer of all transferred businesses and assets in accordance with the principles and
                                            methods agreed in this Agreement, whether or not other written documents related to the specific
                                            transferred business and assets are executed separately.



 


		2.3	The Parties can take appropriate transfer
                                            methods based on the attribute of each specific transferred business and asset, as the case
                                            may be, and Hubei ECARX shall cooperate fully and unconditionally. Specially:



 


		(1)	As for intangible assets (including
                                            but not limited to trade secrets attached to any assets) and other matters that are difficult
                                            to be specialized and exhaustively listed out, the Parties hereby confirm that such intangible
                                            assets have been fully transferred to Party A or are under the effective control of Party
                                            A as at the VIE Termination Date, and such transfer is unconditional and irrevocable, unless
                                            there are transfer procedures/announcement requirements stipulated by the relevant laws and
                                            regulations of China that must be fulfilled to confirm the transfer of ownership, or where
                                            the transfer of ownership needs to be confirmed by the transfer of tangible assets attached
                                            to such intangible assets;



 


		(2)	In respect of the transferred business
                                            and assets other than those listed in item (1) above, without prejudice to the final
                                            transfer to Party A (or other group companies designated by Party A), the Parties may adjust
                                            the methods of transfer as shown in Annex II to this Agreement based on the
                                            actual situation.



 






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		3	Arrangements of the Transition Period



 


		3.1	The
                                            Parties understand and acknowledge that as at the VIE Termination Date, the transfer of part
                                            of the transferred business and assets is still in progress and is subject to the internal
                                            signing process of other relevant parties involved in the transfer, the progress of governmental
                                            approval, filing and registration matters by the competent governmental authorities (including
                                            but not limited to the relevant market supervision and administration authorities and the
                                            state intellectual property authorities), as well as changes in the lock-down policy of the
                                            COVID-19 pandemic, etc. The transfer such part of the transferred business and
                                            assets will continue during the Transition Period and the full transfer of ownership of the
                                            transferred business and assets will eventually be achieved in accordance with the requirements
                                            of the Board Resolutions on Restructuring.



 


		3.2	In
                                            order not to affect the continued and normal operation and use of the transferred business
                                            and assets during the Transition Period, the Parties agree to the following arrangements
                                            for the specific performance of the transferred business and assets that have not been effectively
                                            completed during the Transition Period (the "business and assets to be transferred")
                                            and all economic interests arising therefrom:



 


		(1)	Entrusted performance: During
                                            the Transition Period, before the actual transfer of any business and assets to be transferred
                                            is completed, Party A hereby entrusts Party B to exercise all rights and perform all obligations
                                            related to the business and assets to be transferred. During this period, if any costs, expenses,
                                            income and revenue incurred from the business and assets to be transferred, the Parties hereby
                                            confirm that such costs, expenses, income and revenue shall actually be attributed to Party
                                            A and shall be actually borne by Party A. Party B shall not charge any fee for the performance
                                            of its services on behalf of Party B under this Agreement.



 


		(2)	Authorized use: During the Transitional
                                            Period, if Party A or other group companies actually need to use the business and assets
                                            to be transferred in the course of their business operations before the actual transfer of
                                            any of the business and assets to be transferred is completed, Party B hereby unconditionally
                                            authorizes Party A and other group companies to use the business and assets to be transferred
                                            (including but not limited to any intellectual property rights that have been filed for transfer
                                            but the approval for the transfer (“IP in Transfer") is still pending by
                                            the competent state intellectual property authorities) without compensation. During the Transition
                                            Period, Party B agrees to grant Party A and other group companies an exclusive license to
                                            implement the IP in Transfer worldwide, including but not limited to manufacturing, or manufacturing,
                                            using and selling through third parties, or offering for sale, thus carrying out the development,
                                            marketing, sale and other commercial activities of the relevant products (including sub-licensing).
                                            Any costs, expenses, income and revenue incurred by Party A and/or other group companies
                                            as a result of the use of the business and assets to be transferred shall be effectively
                                            attributed to Party A and/or the relevant group companies and shall be effectively borne
                                            by Party A and/or the relevant group companies.



 






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		3.3	Except with prior written consent of
                                            Party A, during the term of this Agreement, as for the entrusted performance, authorized
                                            use or other matters agreed herein, Party B shall not establish any identical or similar
                                            relationship with any third party in relation to the matters described herein, nor shall
                                            it sub-delegate any of its obligations under this Agreement to any third party.



 


		4	Payment Arrangement



 


		4.1	Consideration related to the transfer
                                            of specific transferred business and assets shall be settled or paid at the time of the actual
                                            transfer of such transferred business and assets by way of exemption and set-off against
                                            the amount under the exempted inter-company loan in accordance with Article 4.4.



 


		4.2	The costs, expenses, income and gains
                                            related to entrusted performance during the transition period under Article 3.2(1) shall
                                            be settled when the corresponding transfer business and asset are actually transferred. Party
                                            B shall transfer the relevant income and gains to Party A, and Party A shall compensate Party
                                            B for the related costs and expenses.



 


		4.3	Both parties confirm and agree that any
                                            and all services and authorizations provided by Party B in accordance with Article 3.2
                                            are free and unconditional, and Party A is not required to pay any consideration in this
                                            regard.



 


		4.4	Both parties further confirm and agree
                                            that both parties (and Party A on behalf of the group companies) will exempt each other from
                                            all rights related to any amount under any inter-company loan between the group companies
                                            and Hubei ECARX on restructuring completion date or other time confirmed by both parties
                                            through further negotiation; And both parties (and Party A on behalf of the group companies)
                                            shall exempt, offset or settle any debts related to the disposal, transfer, undertaking,
                                            acquisition or sale of any business, assets or liabilities involved in VIE Restructuring.



 


		4.5	Upon
                                            completion of the VIE Restructuring, both parties shall sign a VIE Restructuring and Waiver
                                            Confirmation in respect of the VIE Restructuring and the Waiver under Article 4.4, which
                                            shall set out the restructuring completion date, the amount of the loans and debts waived
                                            by each party, and confirm that the VIE Restructuring has been completed and the amount of
                                            the above loans and debts have been waived by both parties. For the avoidance of doubt, when
                                            settling, paying and waiving the fees and debts between Party A and Party B in accordance
                                            with this Article, Party A shall not waive the liabilities corresponding to the retained
                                            business and assets of Party B in the VIE Restructuring, that is RMB 252,287,123.00.



 






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		5	Confidentiality Clause



 


		5.1	Both parties acknowledge and confirm
                                            that any oral or written information relating to this Agreement, the content of this Agreement
                                            and any information exchanged in connection with the preparation or performance of this Agreement
                                            shall be treated as confidential information. All such confidential information shall be
                                            kept confidential and shall not be disclosed to any third party without the written consent
                                            of the other party, except: (a) any information known or to be known to the public (but
                                            not disclosed to the public by the party receiving the confidential information without authorization);
                                            (b) any information required to be disclosed in accordance with applicable laws and
                                            regulations, stock trading rules, or orders of government departments or courts; or (c) information
                                            to be disclosed by either party to its shareholders, directors, employees, legal or financial
                                            advisers in respect of the transactions described in this Agreement, and such shareholders,
                                            directors, employees, legal or financial advisers are subject to confidentiality obligations
                                            similar to those herein. Any disclosure by any shareholder, director, employee or engagement
                                            of either party shall be deemed as disclosure by that party and shall be liable for breach
                                            of contract in accordance with this Agreement.



 


		6	Representations and Warranties



 


		6.1	Party A's representations, warranties
                                            and undertakings are as follows:



 


		(1)	Party A is a wholly foreign-owned enterprise
                                            legally established and validly subsisting under the laws of China.



 


		(2)	Party A has taken necessary corporate
                                            actions, obtained necessary authorization, and obtained the consent and approval (if necessary)
                                            from third parties and government departments to sign, deliver and perform the Agreement;
                                            Party A's signing, delivery and performance of this Agreement shall not violate the explicit
                                            provisions of laws and regulations.



 


		(3)	This Agreement constitutes the legal,
                                            valid and binding obligation of of the party, enforceable in accordance with its terms.



 


		6.2	Party B's representations, warranties
                                            and undertakings are as follows:



 


		(1)	Party B is a limited liability company
                                            legally established and validly subsisting under the laws of China.



 


		(2)	Party B has taken necessary corporate
                                            actions, obtained necessary authorization, and obtained consent and approval (if necessary)
                                            from third parties and government departments to sign, deliver and perform the Agreement;
                                            Party B's signing, delivery and performance of this Agreement shall not violate the explicit
                                            provisions of laws and regulations.



 


		(3)	This Agreement constitutes the legal,
                                            valid and binding obligation of of the party, enforceable in accordance with its terms.



 






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		(4)	Upon completion of the VIE Restructuring,
                                            Hubei ECARX and its subsidiaries should not be engaged, directly or indirectly, in any business
                                            which has a competitive relationship with Party A and the group companies (other than those
                                            related to the retained business and assets as stipulated in Article 1.1 above).



 


		7	Agreement Term



 


		7.1	The Agreement shall come into force on
                                            the VIE termination date after being formally signed by both parties. Unless earlier terminated
                                            in accordance with this Agreement or in accordance with other agreements signed between the
                                            parties, this Agreement shall terminate until the Restructuring completion date.



 


		7.2	Upon
                                            termination of the Agreement, the rights and obligations of both parties under Articles 5,
                                            7 and 8 shall remain in force.



 


		8	Applicable Laws and Dispute Resolution



 


		8.1	The conclusion, validity, interpretation,
                                            performance, modification and termination of this Agreement and the dispute resolution shall
                                            be governed by the laws of China.



 


		8.2	Any dispute arising from the interpretation
                                            and performance of this Agreement shall first be resolved through friendly negotiation between
                                            the two parties. If the dispute cannot be resolved through negotiation, either party may
                                            submit the dispute to the China International Economic and Trade Arbitration Commission for
                                            arbitration in accordance with its then effective arbitration rules. The venue of the arbitration
                                            shall be Shanghai. The arbitration award is final and binding on both parties.



 


		8.3	In the event of any dispute arising from
                                            the interpretation and performance of this Agreement or any dispute being arbitrated, the
                                            Parties shall continue to exercise their respective other rights and perform their respective
                                            other obligations under this Agreement, save for the matters in dispute.



 


		9	Liabilities and Compensation for
                                            Default



 


		9.1	In the event that Party B is in breach
                                            of any of the stipulations under this Agreement, or fails to perform, fully performs or delays
                                            in performing any obligation under this Agreement, it shall constitute a breach of this Agreement
                                            by Party B. Party A shall have the right to request Party B to rectify or take remedial actions.
                                            If Party B fails to rectify or take remedial actions within ten (10) days after Party
                                            A sends a written notice to Party B and puts forward the correction request (or such other
                                            reasonable period as shall be required by Party A), Party A shall have the right to (1) terminate
                                            this Agreement at its own discretion and require Party B to pay all damages; or (2) require
                                            compulsory performance of Party B's obligations under this Agreement and require Party B
                                            to pay all damages. This Article does not prejudice any other rights of Party A under
                                            this Agreement.



 






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		9.2	Unless otherwise provided by law, Party
                                            B shall not unilaterally terminate or unwind this Agreement under any circumstances.



 


		10	Force Majeure



 


		10.1	In the event of earthquakes, typhoons,
                                            floods, fires, epidemics, forced isolation, regional blockades, wars, riots, strikes and
                                            any other force majeure events that are unforeseeable and cannot be prevented or avoided
                                            by the affected party ("Force Majeure"), if either party fails to perform,
                                            fully performs or delays the performance of this Agreement, the party affected by the above
                                            force majeure shall not be liable for it. Provided that the affected party shall promptly
                                            and without delay give written notice to the other party and shall, within fifteen (15) days
                                            after such written notice, provide the other party with details of the force majeure event
                                            and the relevant supporting documents explaining the reasons for such inability to perform,
                                            fully perform or need to delay performance.



 


		10.2	If the party advocating a force majeure
                                            fails to inform the other party in accordance with the above requirements and provide appropriate
                                            evidence, it shall not be exempted from its liability for failure, inability to fully perform
                                            or delay in performing its obligations under this Agreement. The Party affected by force
                                            majeure shall make reasonable efforts to mitigate the consequences of such force majeure
                                            and resume performance of all relevant obligations as soon as possible after the termination
                                            of such force majeure. If the party affected by force majeure fails to resume the performance
                                            of relevant obligations after the reasons for temporary exemption from performance due to
                                            force majeure disappear, the party shall assume the obligation to the other party in this
                                            regard.



 


		10.3	In the event of force majeure, both
                                            parties shall negotiate with each other immediately in order to reach a fair solution and
                                            make all reasonable efforts to minimize the consequences of such force majeure.



 


		11	Notice



 


		11.1	All notices and other communications
                                            required under or in connection with this Agreement shall be delivered by hand, registered
                                            mail, prepaid postage, fax, commercial express service or e-mail to the address or mailbox
                                            designated by the party. The date on which such notices are deemed to be effectively served
                                            shall be determined as follows:



 


		(1)	If the notice is delivered by hand,
                                            the effective service date shall be the date on which it is received or retained at the designated
                                            address;



 


		(2)	If the notice is delivered by express
                                            service, registered mail or prepaid postage, the effective delivery date shall be the date
                                            when it is received, rejected or returned for any reason at the designated address;



 






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		(3)	If the notice is delivered by fax, the
                                            effective delivery date shall be the date of successful transmission to the designated fax
                                            number (evidenced by an automatically generated transmission confirmation message). If the
                                            notice is delivered by e-mail, the effective delivery date shall be the date of successful
                                            delivery of the e-mail if the sender receives the system information indicating that the
                                            delivery was successful or does not receive the system information indicating that the e-mail
                                            was not delivered or returned within 24 hours.



 


		11.2	Either party may at any time designate
                                            or change the address at which it receives notice by giving notice to the other party in
                                            the manner provided for in this article.



 


		12	Assignment of the Agreement



 


		12.1	Party B shall not assign its rights
                                            and obligations under this Agreement to a third party unless Party A's prior written consent
                                            has been obtained.



 


		12.2	Party B hereby agrees that, unless otherwise
                                            expressly provided by applicable laws, Party A may assign its rights and obligations under
                                            this Agreement to a third party, and that Party A shall only be required to give written
                                            notice to Party B when such assignment occurs and shall not be required to obtain further
                                            consent from Party B for such assignment.



 


		13	Severability of the Agreement



 


		13.1	If any one or more provisions of this
                                            Agreement shall be held to be invalid, illegal or unenforceable in any respect under any
                                            law or regulation, the validity, legality or enforceability of the remaining provisions of
                                            this Agreement shall not be affected or impaired in any respect thereby. The Parties shall
                                            negotiate in good faith for the replacement of those provisions that are invalid, illegal
                                            or unenforceable with provisions that are valid to the extent permitted by law and to the
                                            maximum extent desired by the Parties, and such valid provisions shall produce economic effects
                                            as similar as possible to those produced by those provisions that are invalid, illegal or
                                            unenforceable.



 


		14	Modifications and supplements to
                                            the Agreement



 


		14.1	Any amendments, modifications and supplements
                                            to this Agreement must be made in written form by the Parties. The modification agreement
                                            and supplemental agreement signed by both Parties to this Agreement are part of this Agreement
                                            and have the same legal effect as this Agreement.



 


		14.2	The Parties hereby understand and agree
                                            that: (a) this Agreement is supplemental to the execution and operation arrangement
                                            of the matters agreed in the Board Resolutions on Restructuring during the Transition Period,
                                            and shall not affect the validity of the Board Resolutions on Restructuring. This Agreement
                                            shall be interpreted and applied jointly with the Board Resolutions on Restructuring; (b) they
                                            are familiar with the purpose and relevant provisions of this Agreement and agree to the
                                            voluntary disposal arrangement of their rights or obligations under this Agreement; and (c) the
                                            matters not agreed in this Agreement shall be subject to the agreement of the Board Resolutions
                                            on Restructuring.



 






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		15	Successors



 


		15.1	Subject to Article 12, the terms
                                            of this Agreement shall be binding upon and effective for the Parties and their respective
                                            successors and permitted assigns.



 


		16	Copies



 


		16.1	The Parties agree to complete the formal
                                            signing of this Agreement by exchanging electronic scanned copies of the signature page.
                                            This Agreement is in two (2) copies, and each of the Parties shall hold one (1) copy
                                            with equal legal effect.



 


(No text below this page; signature page to
follow)


 






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IN WITNESS WHEREOF, the Parties have caused this
Restructuring Framework Agreement to be executed by their authorized representatives on the date set forth at the beginning hereof and
to become effective 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


 


Board
Resolution on Restructuring


  






     


     


    

 


Annex II


 


Transfer of Business and Asset Transfer Arrangements


 


[***]


 






     


     


    

 


Annex III


 


Details of Retained-Assets and Liabilities


 


[***]