View:
August 19, 2024
Tony Xu Han
Chief Executive Officer
WeRide Inc.
21st Floor, Tower A, Guanzhou Life Science Innovation Center
No. 51, Luoxuan Road, Guangzhou International Biotech Island
Guangzhou 510005
People s Republic of China
Re: WeRide Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed August 15, 2024
File No. 333-281054
Dear Tony Xu Han:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our August 14, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
VIE Consolidation Schedule, page 21
1. We note your response to prior comment 6. Please identify and describe
the material
terms of the agreement with your mapping service provider and file the
agreement as an
exhibit to the registration statement or tell us why you believe it is
not a material contract.
Refer to Item 4.B. of Form 20-F and Item 601(b)(10)(ii)(B) of Regulation
S-K. Also,
clarify whether your mapping service provider is associated with Guang
Yuji Technology
Co., Ltd.
Risk Factors
Our business generates and processes a large amount of data..., page 42
August 19, 2024
Page 2
2. We note your disclosure that user data is stored on the cloud provided
by a leading cloud
service supplier in China. Please clarify whether non-user data,
including mapping data, is
stored in China and disclose any material risks relating to regulations
regarding the
storage and transmission of such data from other jurisdictions to China.
3. We note your response to prior comment 8. Please clarify whether the
users' data held by
your cloud services provider could result in you or your cloud services
provider being
subject to a review by the CAC.
Any lack of requisite approvals, licenses or permits..., page 46
4. Your disclosure that in the future you may need to engage a licensed
surveying and
mapping service provider is inconsistent with your disclosure on page
21, which states
that you have already engaged such a provider. Please advise or revise.
We may be required to complete filing procedures with the China Securities
Regulatory
Commission..., page 69
5. We note your response to prior comment 3. Please clarify if you fail to
complete the
overseas offering and listing before the expiration of the Filing Notice
and are required to
update and resubmit the CSRC filing materials whether you will be able
to proceed with
this offering while the CSCR reconsiders your filing materials. Also,
clarify the
consequences to the Company if the CSRC considers a material change to
be within the
scope of the No. 1 Guideline of the Filing Rules and requires a prompt
filing of such
change.
China's M&A Rules and certain other PRC regulations..., page 70
6. We note your response to prior comment 10. Please disclose whether you
have provided
any required notice to, and obtained any required approvals from, MOFCOM
and the
NDRC.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Performance, page 105
7. We note your reference to Risk Factors disclosure regarding share-based
compensation on
page 120. Since share-based compensation expense will have a significant
impact on your
results of operations immediately after the IPO, the effect of
share-based compensation
should be prominently disclosed in MD&A under "Key Factors Affecting Our
Performance." As of the date of the filing and effectiveness of the
registration statement,
please disclose the value of unrecognized share-based compensation
expenses and the
period you expect to recognize that expense.
Critical Accounting Estimates
Share-based compensation, page 130
8. We note you issued restricted share units and share options in July
2024. Please update
your analysis of stock-based compensation awards granted through the
date of the filing
and effectiveness of the registration statement. Your analysis should
also discuss the
exercise price in relation to the fair value of ordinary shares.
August 19, 2024
Page 3
9. We note in June 2024 you accelerated the vesting of 125,994,150
restricted share units
granted to certain management personnel. Please disclose and explain to
us how you
accounted for the modification of the vesting terms of the restricted
share units.
Regulatory and Market Environment of Autonomous Driving, page 138
10. We note your response to prior comment 18. Please clarify why you
conduct testing in the
U.S. when you state that you do not intend to make the U.S. a market for
the Company s
products or services.
Related Party Transactions
Transactions with Guangzhou Yuji, page 214
11. Please disclose the basis on which Guangzhou Yuji Technology Co., Ltd.
is a related
party. Refer to Item 7.B. of Form 20-F.
Notes to the Consolidated Financial Statements
24. Subsequent events, page F-103
12. We note you issued 12,806,568 ordinary shares to holder of Series D and
Series D+
preferred shares at a par value of US$0.00001, for an aggregate
consideration of
US$128.1. Please tell us the business purpose for the issuances. Also,
disclose how you
will account for these issuances and advise us.
Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeff Kauten at 202-551-3447 or Larry Spirgel at 202-551-3815 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Haiping Li