Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 4.47M
Non-Canadian Issuer
2: EX-4.28 Instrument Defining the Rights of Security Holders HTML 74K
3: EX-4.29 Instrument Defining the Rights of Security Holders HTML 99K
4: EX-4.30 Instrument Defining the Rights of Security Holders HTML 450K
5: EX-4.31 Instrument Defining the Rights of Security Holders HTML 59K
6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 46K
9: EX-13.1 Annual or Quarterly Report to Security Holders HTML 45K
10: EX-13.2 Annual or Quarterly Report to Security Holders HTML 45K
14: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 61K Awarded Compensation
7: EX-12.1 Statement re: the Computation of Ratios HTML 48K
8: EX-12.2 Statement re: the Computation of Ratios HTML 48K
11: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 45K
12: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 48K
13: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 43K
20: R1 Document and Entity Information HTML 123K
21: R2 Consolidated Balance Sheets HTML 217K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 57K
23: R4 Consolidated Statements of Comprehensive Loss HTML 181K
24: R5 Consolidated Statements of Comprehensive Loss HTML 79K
(Parenthetical)
25: R6 Consolidated Statements of Changes in Shareholders HTML 178K
Deficit
26: R7 Consolidated Statements of Changes in Shareholders HTML 49K
Deficit (Parenthetical)
27: R8 Consolidated Statements of Cash Flows HTML 264K
28: R9 Description of business and organization HTML 99K
29: R10 Summary of significant accounting policies HTML 152K
30: R11 Cash and restricted cash HTML 77K
31: R12 Accounts receivable, net HTML 65K
32: R13 Notes receivable HTML 46K
33: R14 Inventories HTML 52K
34: R15 Prepayments and other current assets HTML 51K
35: R16 Long-term investments HTML 87K
36: R17 Property and equipment, net HTML 67K
37: R18 Intangible assets, net HTML 69K
38: R19 Short-term borrowings HTML 49K
39: R20 Contract liabilities HTML 88K
40: R21 Warrant liabilities, Government Warrants HTML 92K
41: R22 Accrued expenses and other liabilities HTML 54K
42: R23 Convertible notes payable to a related party HTML 70K
43: R24 Convertible notes payable HTML 70K
44: R25 Leases HTML 94K
45: R26 Mezzanine equity HTML 130K
46: R27 Non-controlling interests HTML 56K
47: R28 Ordinary Share HTML 52K
48: R29 Share based compensation HTML 152K
49: R30 Revenue information HTML 88K
50: R31 Income taxes HTML 139K
51: R32 Loss per share HTML 65K
52: R33 Risks and Concentration HTML 74K
53: R34 Commitments and contingencies HTML 70K
54: R35 Related party balances and transactions HTML 122K
55: R36 Subsequent events HTML 46K
56: R37 Parent only financial information HTML 106K
57: R38 Pay vs Performance Disclosure HTML 56K
58: R39 Insider Trading Arrangements HTML 49K
59: R40 Summary of significant accounting policies HTML 199K
(Policies)
60: R41 Description of business and organization (Tables) HTML 82K
61: R42 Summary of significant accounting policies HTML 92K
(Tables)
62: R43 Cash and restricted cash (Tables) HTML 110K
63: R44 Accounts receivable, net (Tables) HTML 67K
64: R45 Inventories (Tables) HTML 52K
65: R46 Prepayments and other current assets (Tables) HTML 52K
66: R47 Long-term investments (Tables) HTML 77K
67: R48 Property and equipment, net (Tables) HTML 68K
68: R49 Intangible assets, net (Tables) HTML 76K
69: R50 Short-term borrowings (Tables) HTML 49K
70: R51 Contract liabilities (Tables) HTML 59K
71: R52 Warrant liabilities (Tables) HTML 92K
72: R53 Accrued expenses and other liabilities (Tables) HTML 54K
73: R54 Convertible notes payable (Tables) HTML 67K
74: R55 Leases (Tables) HTML 100K
75: R56 Mezzanine equity (Tables) HTML 111K
76: R57 Non-controlling interests (Tables) HTML 50K
77: R58 Share based compensation (Tables) HTML 133K
78: R59 Revenue information (Tables) HTML 72K
79: R60 Income taxes (Tables) HTML 139K
80: R61 Loss per share (Tables) HTML 66K
81: R62 Risks and Concentration (Tables) HTML 72K
82: R63 Commitments and contingencies (Tables) HTML 72K
83: R64 Related party balances and transactions (Tables) HTML 119K
84: R65 Parent only financial information (Tables) HTML 108K
85: R66 Description of business and organization - Merger HTML 152K
and recapitalization (Details)
86: R67 Description of business and organization - HTML 60K
Derecognized Assets (Details)
87: R68 Description of business and organization - HTML 88K
Reorganization and VIE (Details)
88: R69 Description of business and organization -JICA HTML 168K
(Details)
89: R70 Summary of significant accounting policies - HTML 83K
Additional information (Details)
90: R71 Summary of significant accounting policies - HTML 64K
Property and equipment and Intangible assets
(Details)
91: R72 Summary of significant accounting policies - Prior HTML 80K
period reclassifications (Details)
92: R73 Cash and restricted cash - Reconciliation HTML 54K
(Details)
93: R74 Cash and restricted cash - Deposits in financial HTML 94K
institutions (Details)
94: R75 Accounts receivable, net - Accounts Receivable, HTML 57K
Net (Details)
95: R76 Accounts receivable, net - Movement of the HTML 53K
allowance for doubtful accounts (Details)
96: R77 Notes receivable (Details) HTML 49K
97: R78 Inventories - Inventory (Details) HTML 52K
98: R79 Inventories - Additional Information (Details) HTML 45K
99: R80 Prepayments and other current assets - Schedule of HTML 53K
prepayments and other current assets (Details)
100: R81 Prepayments and other current assets - Additional HTML 45K
Information (Details)
101: R82 Long-term investments - Investments (Details) HTML 50K
102: R83 Long-term investments - Equity method investments HTML 140K
(Details)
103: R84 Long-term investments - Equity method investment HTML 61K
prospectively from the date of deconsolidation
(Details)
104: R85 Long-term investments - Equity method investments, HTML 134K
Summary combined financial information (Details)
105: R86 Long-term investments - Equity securities HTML 90K
(Details)
106: R87 Property and equipment, net - Schedule of property HTML 65K
and equipment (Details)
107: R88 Property and equipment, net - Depreciation HTML 56K
expenses on property and equipment allocated to
expense items (Details)
108: R89 Intangible assets, net - Schedule and narrative HTML 74K
(Details)
109: R90 Intangible assets, net - Amortization expenses on HTML 53K
intangible assets allocated to expense items
(Details)
110: R91 Intangible assets, net - Estimated amortization HTML 55K
expenses for intangible assets (Details)
111: R92 Short-term borrowings - Schedule of short-term HTML 49K
borrowings (Details)
112: R93 Short-term borrowings - Additional Information HTML 59K
(Details)
113: R94 Contract liabilities - Schedule of contract HTML 62K
liabilities (Details)
114: R95 Contract liabilities - Revenue expected to be HTML 62K
recognized in the future (Details)
115: R96 Warrant liabilities, Government Warrants - HTML 53K
Movement (Details)
116: R97 Warrant liabilities, Government Warrants- Warrant HTML 60K
liability is measured at fair value (Details)
117: R98 Warrant liabilities, Government Warrants - ECARX HTML 62K
Warrants in connection with the Merger - Movements
(Details)
118: R99 Warrant liabilities, Government Warrants - ECARX HTML 75K
Warrants in connection with the Merger (Details)
119: R100 Accrued expenses and other liabilities (Details) HTML 56K
120: R101 Convertible notes payable to a related party HTML 85K
(Details)
121: R102 Convertible notes payable - Additional information HTML 65K
(Details)
122: R103 Convertible notes payable - Summary (Details) HTML 70K
123: R104 Leases - Summary of the effect on consolidated HTML 58K
balance sheet as a result of ASC 842 (Details)
124: R105 Leases - Operating lease right-of-use assets and HTML 49K
the amortization (Details)
125: R106 Leases - Components of lease cost (Details) HTML 50K
126: R107 Leases - Lease cost allocated expense items HTML 50K
(Details)
127: R108 Leases -Weighted average remaining lease term and HTML 48K
discount rate (Details)
128: R109 Leases - Future minimum lease payments (Details) HTML 68K
129: R110 Leases - Supplemental cash flow information HTML 48K
related to operating leases (Details)
130: R111 Mezzanine equity - Activities of the Redeemable HTML 123K
Convertible Preferred Shares (Details)
131: R112 Mezzanine equity - Information related to the HTML 158K
Redeemable Convertible Preferred Shares (Details)
132: R113 Mezzanine equity - Rights, preferences and HTML 60K
privileges of preferred shares (Details)
133: R114 Non-controlling interests - Additional Information HTML 101K
(Details)
134: R115 Non-controlling interests - Balance of redeemable HTML 57K
non-controlling interests (Details)
135: R116 Ordinary Shares (Details) HTML 85K
136: R117 Share based compensation - Additional Information HTML 361K
(Details)
137: R118 Share based compensation - Activities of Company's HTML 118K
RSUs (Details)
138: R119 Share based compensation - Fair value of RSUs HTML 74K
granted estimated Using binomial model (Details)
139: R120 Share based compensation - Compensation expense HTML 69K
recognized (Details)
140: R121 Share based compensation - Activities of options HTML 95K
(Details)
141: R122 Share based compensation - Fair value of options HTML 72K
granted that are estimated using binomial model
(Details)
142: R123 Revenue information - Schedule of revenue HTML 84K
(Details)
143: R124 Other non-operating (Expenses) Income (Details) HTML 61K
144: R125 Income taxes - General (Details) HTML 57K
145: R126 Income taxes - Components of income / (Loss) HTML 67K
Before Income Taxes (Details)
146: R127 Income taxes - Withholding tax on undistributed HTML 47K
dividends (Details)
147: R128 Income taxes - Income tax expense recognized in HTML 54K
the consolidated statements of comprehensive loss
(Details)
148: R129 Income taxes - Reconciliation of the differences HTML 66K
between PRC statutory income tax rate and the
Group's effective income tax rates (Details)
149: R130 Income taxes - Principal components of the HTML 93K
deferred tax assets and liabilities (Details)
150: R131 Income taxes - Movement of the valuation allowance HTML 50K
for the deferred tax assets (Details)
151: R132 Income taxes - Net operating loss carryforwards HTML 59K
(Details)
152: R133 Loss per share - Schedule of basic and diluted net HTML 74K
loss per share (Details)
153: R134 Loss per share - Anti-dilutive securities HTML 56K
(Details)
154: R135 Risks and Concentration (Details) HTML 79K
155: R136 Commitments and contingencies (Details) HTML 82K
156: R137 Related party balances and transactions - Revenues HTML 67K
(Details)
157: R138 Related party balances and transactions - HTML 84K
Transactions (Details)
158: R139 Related party balances and transactions - Related HTML 207K
party balances (Details)
159: R140 Subsequent events - Additional information HTML 57K
(Details)
160: R141 Parent only financial information - Condensed HTML 161K
Balance Sheets (Details)
161: R142 Parent only financial information - Condensed HTML 87K
statements of comprehensive loss (Details)
162: R143 Parent only financial information - Condensed HTML 67K
statements of cash flows (Details)
164: XML IDEA XML File -- Filing Summary XML 308K
167: XML XBRL Instance -- exc-20231231_htm XML 4.62M
163: EXCEL IDEA Workbook of Financial Report Info XLSX 397K
16: EX-101.CAL XBRL Calculations -- exc-20231231_cal XML 374K
17: EX-101.DEF XBRL Definitions -- exc-20231231_def XML 1.91M
18: EX-101.LAB XBRL Labels -- exc-20231231_lab XML 3.45M
19: EX-101.PRE XBRL Presentations -- exc-20231231_pre XML 2.50M
15: EX-101.SCH XBRL Schema -- exc-20231231 XSD 432K
165: JSON XBRL Instance as JSON Data -- MetaLinks 911± 1.40M
166: ZIP XBRL Zipped Folder -- 0001628280-24-014607-xbrl Zip 1.21M
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ECARX Holdings Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied
to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date.
1.Definitions
For purposes of this Policy, the following definitions shall apply:
a)“Company Group” means the Company and each of its subsidiaries or consolidated affiliated entities, as applicable.
b)“Covered Compensation” means any Incentive-Based Compensation granted, vested
or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (the effective date of the Nasdaq listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as Nasdaq.
c)“Effective Date” means November 8, 2023, being the date the Policy is adopted by the Board.
d)“Erroneously Awarded Compensation”
means the amount of Covered Compensation granted, vested or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid
and the Committee shall maintain documentation of such determination and provide such documentation to Nasdaq.
e)“Exchange Act” means the U.S. Securities Exchange Act of 1934.
f)“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (whether or not an
officer or employee of the Company) who performs similar policy-making functions for the Company. “Policy-making function” does not include policy-making functions that are not significant. Both current and former Executive Officers are subject to the Policy in accordance with its terms.
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g)“Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of IFRS/U.S. GAAP or non-IFRS/non-U.S. GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder return. Financial Reporting Measures need not be presented within the Company’s financial statements or included in a filing with the SEC.
h)“Home Country” means the Company’s jurisdiction of incorporation, i.e., the Cayman Islands.
i)“Incentive-Based Compensation”
means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
j)“Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the
Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on whether or when the Restatement is actually filed.
k)“Nasdaq” means the Nasdaq Stock Market.
l)“Received”: Incentive-Based Compensation is deemed “Received” in the
Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
m)“Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously
issued financial statements but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on fraud or misconduct by any person in connection with the Restatement.
n)“SEC” means the U.S. Securities and Exchange Commission.
2.Recovery of Erroneously Awarded Compensation
In the event
of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of
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such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.
Notwithstanding the foregoing,
the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered, including the costs that could be incurred if pursuing such recovery would violate local laws other than the Company’s Home Country laws (following
reasonable attempts by the Company Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to Nasdaq), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to Nasdaq that recovery would result in such a violation and provides such opinion to Nasdaq), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the
Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
3.Means of Repayment
In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the
Company Group, to require the forfeiture of any award granted by the Company Group to the person, or to take any and all necessary actions to reasonably promptly recover the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Company Group by wire, cash, cashier’s check or other means as agreed by the Committee no later than thirty (30) days after receipt of such notice.
4.No
Indemnification
No person shall be indemnified, insured or reimbursed by the Company Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the
person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Company Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
5.Miscellaneous
This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board.
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Any
determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the Nasdaq, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Policy are intended to be applied
to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recovery of Erroneously Awarded Compensation under this Policy is not dependent upon the Company Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the Nasdaq.
The rights of the Company Group under
this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recovery, or remedies or rights other than recovery, that may be available to the Company Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Company Group.
6.Amendment and Termination
To the extent permitted by, and in a manner consistent with applicable law, including SEC and Nasdaq rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.
7.Successors
This
Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
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Dates Referenced Herein and Documents Incorporated by Reference
