SecProbe.io

United States securities and exchange commission logo
June 26, 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 Draft Registration Statement on Form F-1
Submitted May 30, 2024
CIK No. 0001867729
Dear Tony Xu Han:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 15, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Continued investment in technology, page 94
1.We note your disclosure on page F-20 that, "The Group determined that the expenditure
on development activities incurred during the years presented did not meet the
capitalization criteria, because, among others, the Group cannot demonstrate, at the time
when the development expenditure was incurred, the development activities would
generate probable future economic benefits." Please include similar disclosure in your
MD&A when discussing your investment in technology. Specifically discuss what you are
developing and when you expect those development activities would generate probably

 FirstName LastNameTony Xu Han
 Comapany NameWeRide Inc.
 June 26, 2024 Page 2
 FirstName LastName
Tony Xu Han
WeRide Inc.
June 26, 2024
Page 2
future economic benefit.
2.Given your material investment in the WeRide One platform, discuss the stage of
development of the platform as of the date of the filing. Disclose when you expect to
generate significant revenue and profit as it relates to the WeRide One platform.
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Key Components of Results of Operations, page 96
3.We note your response to prior comment 3. Please consider presenting the statistical data
in a tabular format for ease of understanding the trends between periods presented.
4.As of the date of your filing, please disclose the value of unrecognized share-based
compensation expenses and the period you expect to recognize that expense. We refer to
disclosure on page 113 of your filing.
Results of Operations, page 101
5.You state the decrease in robobuses sales from 2023 to 2022 was due to a challenging
macroeconomic environment. Please discuss the challenging macroeconomic environment
in the jurisdictions where you have sales. Discuss if this is a trend and whether you expect
sales to increase or decrease in future periods.
6.We note your response to our prior comment 6. Please quantify what portion of the
increase in service revenue is a result of ADAS research and development services versus
operational and technical support services. Discuss if you expect revenue from these
services to continue to grow or decrease in future periods.
7.When more than one factor contributes to an increase or decrease to a line item, please
quantify each factor. In your current filing this should be done for research and
development expenses, administrative expenses, and selling expenses.
Liquidity and Capital Resources
Cash flows and working capital, page 108
8.Please revise your discussion of cash flow from operating activities to discuss the
underlying drivers impacting the changes in working capital. Simply identifying that
components of working capital changed does not provide a sufficient basis to analyze your
cash flow from operating activities.
Consolidated Financial Statements
Consolidated Statements of Profit or Loss, page F-3
9.We are considering your response to prior comment 13 and may have additional
comments.

 FirstName LastNameTony Xu Han
 Comapany NameWeRide Inc.
 June 26, 2024 Page 3
 FirstName LastName
Tony Xu Han
WeRide Inc.
June 26, 2024
Page 3
General
10.Prior comment 20 requested a detailed legal analysis regarding whether the Company and
each of its subsidiaries meet the definition of an “investment company” under Section
3(a)(1)(A) of the Investment Company Act of 1940, as amended (the “Act”). The
Company’s response did not address its subsidiaries. Accordingly, we are reissuing prior
comment 20 with respect to the Company’s subsidiaries.
11.Prior comment 21 requested a detailed legal analysis regarding whether the Company and
each of its subsidiaries meet the definition of an “investment company” under Section
3(a)(1)(C) of the Act. The Company’s response did not address its subsidiaries.
Accordingly, we are reissuing prior comment 21 with respect to the Company’s
subsidiaries.
12.Please identify the date on which the Company first believed that it was eligible to rely on
Rule 3a-8 and the Company’s expectations with respect to future reliance on the rule. We
note that The Commission has expressed the view that “an R&D company would not be
expected to maintain perpetually a portfolio of investment securities.” See Certain
Research and Development Companies, Investment Company Act Release No. 25835
(Nov. 26, 2002) [67 FR 71915] (Dec.3, 2002) at 71918.
13.With respect to the Company’s analysis under Rule 3a-(8)(a)(1), please provide a balance
sheet for the last four fiscal quarters, identifying the relevant research and development
expenses as a proportion of the Company’s total operating expenses. Also, identify with
specificity the Company’s relevant research and development expenses for the last four
fiscal quarters and provide a legal analysis of why, in the Company’s view, each such
expense should be considered  a research and development expense under Rule 3a-
8(b)(9).
14.With respect to the Company’s analysis under Rule 3a-8(a)(2), please provide an income
statement for the last four fiscal quarters, identifying the Company’s net income derived
from investments in securities as a proportion of the Company’s research and
development expenses.
15.With respect to the Company’s analysis under Rule 3a-8(a)(3), please provide the
Company’s expenses for investment advisory and management activities, investment
research and custody for the last four fiscal quarters.
16.With respect to the Company’s analysis under Rule 3a-8(a)(4), please discuss whether the
figure provided in the Company’s response—"[m]ore than 99.9% of the Company’s
investments in securities are capital preservation”—reflects the number of the Company’s
investments in capital preservation investments or percentage of the Company’s assets
allocated to such investments. Also, we note that Rule 3a-8(b)(4) defines “capital
preservation investment” as an investment that is made to conserve capital and liquidity
until the funds are used in the issuer’s primary business or businesses. In the release
adopting Rule 3a-8, the Commission indicated that it was adopting the definition of

 FirstName LastNameTony Xu Han
 Comapany NameWeRide Inc.
 June 26, 2024 Page 4
 FirstName LastName
Tony Xu Han
WeRide Inc.
June 26, 2024
Page 4
“capital preservation investment” as proposed, which indicated that capital preservation
investments are liquid so that they can be readily sold to support the research and
development company’s activities as necessary and present limited credit risk. See Certain
Research and Development Companies, Investment Company Act Release No. 26077
(June 16, 2003) [68 FR 37045] [June 20, 2003], at 37048-49 (“Adopting Release”). The
Adopting Release further states that: “…investments in equity or speculative debt would
not meet the definition of capital preservation investments, but would be considered ‘other
investments’ subject to the limits stated in the rule.” Id.
•Please discuss in detail the Company’s investments in wealth management products
managed by banks linked to bonds and explain specifically why the Company views
these products to be capital preservation investments. In connection with that
response, please address why the Company views these investments as presenting
limited credit risk, whether the bonds are speculative in nature, the credit rating, if
any, and any other factors relevant to the Company’s view that these securities
constitute capital preservation securities.
•Please discuss the terms of the time deposits, including whether the Company may
exit from such positions early and, if so, whether such exit would be subject to early
withdrawal penalties. Further, to the extent applicable, please explain in detail
whether and how any such restrictions on withdrawal or the imposition of a
withdrawal penalty would impact whether such investments constitute capital
preservation securities.
•Please discuss the maturities of the wealth management products linked to bonds and
time deposits in the context of the Company’s expected time horizon for their use in
connection with the Company’s research and development activities.
17.With respect to the Company’s analysis under Rule 3a-8(a)(5), the Company’s analysis of
this requirement of the rule is conclusory and therefore does not allow the staff to assess
the Company’s position. Please discuss in greater detail the Company’s view that it
satisfies Rule 3a-8(a)(5).
18.With respect to the Company’s analysis under Rule 3a-8(a)(6), please identify the titles
and/or approximate level of seniority of the employees that devote time to managing the
Company’s capital preservation investments.
19.With respect to the Company’s analysis under Rule 3a-8(a)(7), please identify the date on
which the Company’s board of directors adopted the written investment policy referred to
in the Company’s prior response addressing Rule 3a-8(a)(7).

 FirstName LastNameTony Xu Han
 Comapany NameWeRide Inc.
 June 26, 2024 Page 5
 FirstName LastName
Tony Xu Han
WeRide Inc.
June 26, 2024
Page 5
            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