September 4, 2024

Jing (Phil) Zhou
Chief Financial Officer
ECARX Holdings Inc.
5/F Building 1, Zhongteng Building
2121 Longteng Avenue
Zuhui District, Shanghai 200232
People's Republic of China

        Re: ECARX Holdings Inc.
            Form 20-F for the Year Ended December 31, 2023
Dear Jing (Phil) Zhou:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Year Ended December 31, 2023
Item 3. Key Information
Our Holding Company Structure and China Operations, page 5

1.     Please expand the disclosure to include a detailed description of
contractual agreements
       between Zhejiang Huanfu Technology Co. Ltd. and Holdings and other
subsidiaries and
       how they may affect investors. Disclose the methodology used to
determine financial
       obligations to Zhejiang Huanfu Technology Co. Ltd. in accordance with
the agreements
       for mapping data and other technology related data and ICP licenses.
Also disclose any
       relationships other than the agreements, such as common ownership and/or
control
       between Holdings and its subsidiaries and Zhejiang Huanfu Technology Co.
Ltd. Please
       expand the disclosure in Risks Relating to Doing Business in China
accordingly.
 September 4, 2024
Page 2
Risk Factors
Summary of Risk Factors, page 16

2.     In your summary of risk factors, disclose the risks that your corporate
structure and being
       based in or having the majority of the company   s operations in China
poses to investors.
       In particular, describe the significant regulatory, liquidity, and
enforcement risks with
       cross-references to the more detailed discussion of these risks in your
Form 20-F. For
       example, specifically discuss risks arising from the legal system in
China, including risks
       and uncertainties regarding the enforcement of laws and that rules and
regulations in
       China can change quickly with little advance notice; and the risk that
the Chinese
       government may intervene or influence your operations at any time, or
may exert more
       control over offerings conducted overseas and/or foreign investment in
China-based
       issuers, which could result in a material change in your operations
and/or the value of the
       securities you are registering for sale. Acknowledge any risks that any
actions by the
       Chinese government to exert more oversight and control over offerings
that are conducted
       overseas and/or foreign investment in China-based issuers could
significantly limit or
       completely hinder your ability to offer or continue to offer securities
to investors and
       cause the value of such securities to significantly decline or be
worthless.
We are subject to risks relating to our Restructuring, page 24

3.     We note that in 2022, as a result of the Restructuring, you do not have
any VIEs in
       China. Please explain the reasons for the elimination of your VIE
corporate structure. In
       doing so, discuss how foreign direct investment in the technology
transferred to Zhejiang
       Huanfu Technology Co. Ltd. in the Restructuring, such as your map
surveying and
       mapping qualification and ICP license that are utilized in your
automotive computing
       platforms, is permissible under the Foreign Investment Law of the
People's Republic of
       China. Discuss whether any other non-PRC holding companies controlling
PRC operating
       companies principally employing such activities operate without a VIE
structure, and
       whether the CSRC or any other PRC governmental entity has ever approved
the direct
       foreign ownership of a PRC company utilizing map surveying and mapping
qualification,
       mapping activities and ICP license. Additionally, revise your disclosure
under
          Regulations,    to disclose how your business is regulated under the
Catalog of Industries
       for Foreign Investment. Please expand the disclosure in Note 1(c) to the
financial
       statements on page F-15 as well.
Item 5. Operating and Financial Review and prospects, page 78

4.     Refer to your discussion of Sales of Goods Revenues. Please expand the
discussion in
       future filings to separately quantify the impact on revenues from
changes in price and
       volume.
Financial Statements
Note 1. Description of business and organization, page F-13

5.     Please expand the disclosure of your description of business and
Restructuring in Notes
       1(a) and 1(c) to include a detailed description of your agreements with
Zhejiang Huanfu
       Technology Co. Ltd., including a description of how contracting with
Zhejiang Huanfu
       Technology Co. Ltd. to retain your mapping data and ICP license impacts
your business
       and risks related to your business. Also, describe the methodology used
to determine
 September 4, 2024
Page 3

       payments to Zhejiang Huanfu Technology Co. Ltd. under the contract and
any related
       party relationships between you, your subsidiaries and Zhejiang Huanfu
Technology Co.
       Ltd. Please expand your MD&A discussion accordingly.
Note 26. Risks and concentration, page F-66

6.     Please disclose the risks related to the agreement with Zhejiang Huanfu
Technology Co.
       Ltd., including having another entity with access to critical mapping
data and ICP license
       rights and any potential risk that authorities may deem the arrangement
to be
       inappropriate direct foreign investment.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361
with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology