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August 21, 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. 3 to Registration Statement on Form F-1
Filed August 20, 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 19, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
VIE Consolidation Schedule, page 21
1. We note your response to prior comment 1. Please revise to make clear
that Guangzhou
Yuji Technology Co., Ltd is a related party controlled by a sibling of
your CEO. Tell us
when Guangzhou Yuji Technology Co., Ltd was formed and whether it is a
mapping
supplier to any other unrelated companies. Tell us whether WeRide Inc.
or any of its
insiders have significant economic or voting interests in Guangzhou Yuji
Technology Co.,
Ltd. Also, tell us when Mr. Han's sibling became the CEO of Guangzhou
Yuji
Technology Co., Ltd.
August 21, 2024
Page 2
2. Please revise your disclosure to clarify whether the decision to
terminate the ICP License
and the surveying and mapping business of the VIE was pursued for
economic, strategic
or regulatory reasons.
Risk Factors
We are subject to export control, sanctions, trade policies..., page 53
3. We note your disclosure that one of your suppliers was recently added to
the U.S.
Department of Defense s list of Chinese Military Companies. Please
disclose the basis for
your belief that such restriction would not have any impact on your
ability to transact with
that supplier.
Critical Accounting Estimates
Share-based compensation, page 130
4. We note your response to prior comment 9 and your statement that you
"accounted for the
modification of the vesting terms of the restricted share units as an
accelerated
vesting...the accelerated amount is the amount that would otherwise have
been recognized
for services received during the remainder of the vesting period if the
modification had
not occurred." Please explain to us your consideration of the accounting
literature when
determining this accounting. Specifically, tell us how you considered
guidance in IFRS 2
that refers to effects of modifications that are beneficial to the
employee. Provide us with
a detailed analysis.
5. We note the exercise prices for shares issued in 2024 are significantly
less than the fair
value of your ordinary shares. Please prominently disclose these
significant discounted
issuances throughout your filing. Your disclosure should emphasize the
discount(s)
received, who received them, and the effect those discounted shares had
and will continue
to have to the financial statements and for new investors. Also,
disclose the business
reason for issuing stock-based compensation at a significant discount
from the fair value
of ordinary shares.
Transactions with Guangzhou Yuji, page 214
6. Please identify the sibling of Dr. Tony Xu Han and disclose whether your
CEO or the
Company holds a significant economic or voting interest in Guangzhou
Yuji Technology
Co., Ltd.
Notes to Consolidated Financial Statements
24. Subsequent events, page F-103
7. We note your response to prior comment 12. Referring to your basis in
accounting
literature:
Tell us why you believe these issuances are a shareholder
transaction that do not
impact profit or loss.
Provide us with a detailed analysis of how the issuance of ordinary
shares to certain
preferred shareholders for nominal consideration will impact your
stockholder s
equity, including if the new issuances will be recorded at fair
value or at nominal par
value.
Also, tell us how you considered the EPS implication of this
transaction.
August 21, 2024
Page 3
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