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September 13, 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. 4 to Registration Statement on Form F-1
Filed August 27, 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 21, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1
Prospectus Summary
Permissions Required from the PRC Authorities for This Offering, page 17
1. We note that your approval from the CSRC expired in August 2024. Please
revise to
disclose the expiration of this approval and update your disclosure to
reflect the status of
your application with the CSRC.
September 13, 2024
Page 2
VIE Consolidation Schedule, page 21
2. Please tell us how you evaluated IFRS 10 in determining whether to
consolidate
Guangzhou Yuji. Include in your response the following:
Whether you provided Guangzhou Yuji with any loans or other
financial support or
committed to provide such financial support;
What happened to the surveying and mapping business of Guangzhou
Jingqi and
whether it was contributed to Guangzhou Yuji;
A description of Guangzhou Yuji s activities (i.e., does it simply
hold the intellectual
property related to surveying and mapping or does it carry out other
activities, such as
updating maps, marketing, etc.);
How fees to Guangzhou Yuji under the arrangement are determined; and
Your analysis as to whether Guangzhou Yuji is your de facto agent,
pursuant to
paragraphs B73 to B75 of IFRS 10.
Notes to the Consolidated Financial Statements
24. Subsequent events, page F-102
3. We note your response to prior comment 7. Please respond to the
following:
Tell us when the negotiations among the different shareholders
occurred. As part of
your response, please clarify each of the different shareholders that
were a party to the
negotiations, who initiated the negotiations and whether any
shareholders were
excluded from the negotiations and why.
Your response indicates that the transactions were agreed by the
shareholders
resolution of the Company. Please clarify the different groups of
shareholders that
agreed to the transaction and when the shareholders resolution
took place.
In your response to prior comment 12 to our letter dated August 19,
2024, you stated
that the issuances were made to achieve an equitable relative
shareholding among
different shareholder group as agreed by the shareholders
resolutions. Explain in
more detail exactly how it was determined you should issue 12,806,568
ordinary
shares, including how the value of those shares was determined, to
holders of Series
D and Series D+ preferred shareholders as part of this process.
Furthermore, given the
intention was to achieve an equitable relative shareholding among the
different
shareholder groups, explain why it was determined that these ordinary
shares would
be contingently returnable at the option of the Company if the IPO
does not
consummate on or before March 31, 2025.
Please clarify how the definition of a Qualified IPO was
amended as a result of the
negotiations and clarify how each of the different shareholders was
impacted by the
change in the definition.
We note the history of securities issuances disclosure beginning on
page 227 that
Series D and Series D+ preferred shares were issued at higher prices
per share relative
to other ordinary shares and other series of Preferred shares around
the same
time. Please tell us why there were differences in the consideration
paid for these
different shares of common and preferred shares given the similar
transaction dates.
Tell us how you determined this transaction should be recorded based
on the par
value of the shares issued, versus the fair value of the shares
issued, and reference the
September 13, 2024
Page 3
accounting literature you relied upon for this determination.
In your response you indicate that the issuance of these ordinary
shares resulted in an
increase of the Company s shareholders equity of USD 128.1
(nominal par value).
Please tell us the offsetting entry for this transaction.
Furthermore, please clarify
whether there is any adjustment to the numerator for purposes of
determining basic
and diluted loss per ordinary share.
Please tell us your consideration of the guidance in IFRIC
Interpretation 17
Distribution of Non-Cash Assets to Owners and how you determined
this guidance
was not applicable for this transaction.
Tell us in more detail how you concluded that these shares are
contingently returnable
(i.e., subject to recall) per paragraph 24 of IAS 33.
As these shares were issued for little or no consideration, in
substance it appears the
issuance could represent a recapitalization or bonus issue. Please
tell us how you
considered paragraph 28 of IAS 33.
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