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August 14, 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.
Registration Statement on Form F-1
Filed July 26, 2024
File No. 333-281054
Dear Tony Xu Han:
We have reviewed your 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 July 24, 2024 letter.
Registration Statement on Form F-1
Prospectus Summary
Corporate History and Structure, page 15
1. We note your disclosure that Guangzhou Wenyuan Zhixing Technology Co.,
Ltd.
established wholly-owned subsidiaries in various cities, including
Guangzhou, Shenzhen,
Wuhan, Nanjing, Beijing, Shanghai, Zhengzhou, Wuxi, Xi an, Anqing and
Chongqing.
Please revise to include these subsidiaries in your organizational chart
or advise.
2. Please revise to include a brief description of the director nomination
rights of Tonyhan
Limited, Yanli Holdings Limited and Alliance Ventures, B.V. Also,
disclose that there is
no minimum share ownership threshold for these entities to retain their
director
nomination rights and clarify the circumstances under which these
entities would be
entitled to appoint more than two directors.
August 14, 2024
Page 2
Permissions Required from the PRC Authorities for This Offering, page 17
3. We note your disclosure that you have completed the filings with the
CSRC for this
offering and the CSRC published the filing results on August 25, 2023.
Please disclose
that the Company has a one-year period from the date of the published
filing results to
complete the overseas issuance. Discuss the consequences that will
result if the offering is
not completed prior to August 25, 2024. In addition, if your offering
does close prior to
the August 25, 2024 deadline, discuss whether there is any risk that the
CSRC could still
object to material changes to the offering that have occurred since
August 25, 2023.
Cash Flows through Our Organization, page 18
4. We note your disclosure that "If our wholly-owned subsidiaries in
mainland China realize
accumulated after-tax profits, they may, upon satisfaction of relevant
statutory conditions
and procedures, pay dividends or distribute earnings to WeRide HongKong
Limited.
WeRide HongKong Limited, in turn, may transfer cash to WeRide Inc.
through dividends
or other distributions. With necessary funds, WeRide Inc. may pay
dividends or make
other distributions to U.S. investors and service any debt it may have
incurred outside of
mainland China." With regard to this statement, disclose the specific
statutory conditions
and procedures necessary for your wholly-owned subsidiaries in mainland
China to
distribute earnings to WeRide HongKong Limited. Disclose if your
subsidiaries in
mainland China have made any distributions to entities outside of
mainland China.
5. We note your table on page 19 shows "Repayment from subsidiaries to
WeRide Inc."
Disclose which subsidiaries provided the repayment and if they are in
mainland China.
VIE Consolidation Schedule, page 21
6. Please explain the reasons for the elimination of your VIE corporate
structure. In doing
so, discuss how foreign direct investment in your autonomous driving
technology 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 autonomous driving technology 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 developing autonomous driving
technology. Additionally, revise your disclosure under Regulations,
to disclose how
your business is regulated under the Catalog of Industries for Foreign
Investment.
Risk Factors
Risks Related to Our Business and Industry, page 34
7. Please add a risk factor that quantifies the total amount of government
grants and
subsidies for the periods presented and describes any risks related to
these grants and
subsidies including if they are withdrawn or result in the imposition of
tariffs or other
non-tariff trade barriers by other jurisdictions.
Our business generates and processes a large amount of data..., page 40
8. We note your disclosure that as of the date of the prospectus you are
not in possession of
more than one million users personal information. Please expand this
risk factor to
discuss potential regulatory challenges associated with the growth of
your business
August 14, 2024
Page 3
including, but not limited to, becoming subject to a cybersecurity
review by the CAC.
Also, clarify whether any third parties store this information on your
behalf and, if so,
disclose any risks associated with this arrangement.
We are subject to export control, sanctions, trade policies and similar laws
and regulations..., page
50
9. Please provide an analysis supporting your belief that your autonomous
driving
technology does not implicate any filing requirement with the Committee
on Foreign
Investment in the United States and incorporate such analysis into your
disclosure.
China's M&A Rules and certain other PRC regulations..., page 66
10. Clarify, if true, that the consummation of your initial public offering
does not conflict
with any of the regulations referred to in this risk factor.
Management's Discussion and Analysis of Financial Conditions and Results of
Operations
Key Components of Results of Operations, page 101
11. Please provide a product sales table similar to your table on page 111
that also includes
information for the six months ended June 30, 2023 and 2024.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023, page
108
12. We note your disclosure that product revenue increased primarily due to
the increase in
the sales of robobuses and robosweepers, partially offset by the
decrease in the sales of
robotaxis. Please expand your disclosure to state the underlying
reason(s) for the
fluctuation in sales of these products.
13. We note that gross profit margin decreased due to fluctuation of revenue
mix with more
products with lower profit margins, like robobuses, sold in the six
months ended June 30,
2024. To help investors understand your margins please consider
disclosing gross profit
margins for each type of product and services sold.
Liquidity and Capital Resources, page 117
14. You disclose on page 127 that as of June 30, 2024, you had cash and cash
equivalents
denominated in U.S. dollar amounting to US$10.5 million. However,
disclosure on page
118 states you had cash and cash equivalents of US$251.7 million and
that 90% were
denominated in U.S. dollars as of June 30, 2024. These two statements
appear to
contradict each other. Please explain and revise accordingly.
15. It appears that as of June 30, 2024, 25.4% of your cash and cash
equivalents are held in
mainland China and that 90% is denominated in U.S. dollars. Please
confirm
whether some of your cash and cash equivalents that are denominated in
U.S. dollars
are held in mainland China banking institution(s).
16. We note based on your cash concentration disclosure on page F-101 that
RMB
862,572,000 of your total cash, cash equivalents, restricted cash, time
deposits and
financial assets at FVTPL are maintained in U.S. financial institutions.
We also note that
your cash and cash equivalent balance at June 30, 2024 is RMB
1,828,943,000.
Please reconcile your cash concentration disclosures on page F-101 to
your statement on
page 118 that "cash and cash equivalents outside mainland China was held
primarily in
August 14, 2024
Page 4
the United States." Also, please provide a reference in the liquidity
section to your cash
concentration disclosures in the financial statements.
17. Please disclose the terms and conditions of the government grants
received and
anticipated to be received. Clarify which countries provided the grants
and the
currency received. Also, disclose the cash flows from government grants
for each period
presented.
Regulatory and Market Environment of Autonomous Driving, page 131
18. We note your disclosure that "WeRide's autonomous driving vehicles are
test running and
conducting commercial pilots in 30 cities and seven countries across
Asia, the Middle
East and Europe" and "[i]n April 2021, the California DMV issued [the
company] a
permit that allows [the company] to test [y]our autonomous driving
vehicles on public
roads." While your disclosure provides that you have not collected any
consumer data in
the United States, it is unclear whether you have tested your vehicles
in the United States.
Please revise your disclosure throughout to reflect your current and
planned operations in
the United States. If your plans include the United States markets,
please include a risk
factor highlighting potential impediments, such as a recent Reuters news
report indicating
that the U.S. Commerce Department is expected to propose barring Chinese
software in
autonomous vehicles in the U.S. in the coming weeks. In the event you
have collected
physical data in the United States, revise the Regulations section
to reflect any
obligations related to the collection and storage of such data.
Additionally, as the
disclosure concerning the permit is dated, please provide updated
information concerning
currently issued permits in the United States or elsewhere including
your recent permit
from California that allows you to test your vehicles on public roads
while carrying
passengers.
Regulations, page 170
19. To help investors understand the regulatory environment in each of the
countries in which
you operate, please revise this section to discuss the effects of the
various data privacy
regulations on your business beyond the regulations in mainland China
with a view
towards understanding how the regulations are applicable to you.
Consolidated Statements of Profit or Loss, page F-23
20. We note your statement on page 166 that you hired R&D data processing
staff in order to
provide processing services to your customers. In this regard, tell us
how you considered
whether R&D data processing services should be included in cost of
services versus R&D
expense in your Consolidated Statement of Profit or Loss. We note R&D
data processing
staff make up 60% of your employees.
General
21. We have reviewed the Company's proposed risk factor relating to its
status under the
Investment Company Act of 1940 (the Act ) pursuant to prior comment
6. Please further
expand the risk factor to provide more disclosure of the Company's view
of its
investment company status under the Act in light of its current
status under section
3(a)(1)(A) and 3(a)(1)(C) of the Act and the Company's intent to rely on
Rule 3a-8.
August 14, 2024
Page 5
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.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
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 Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Haiping Li