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CORRESP
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CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM

 PARTNERS

GEOFFREY CHAN *

 SHU
DU *

 ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 JONATHAN B. STONE *

PALOMA P. WANG ◆

 ◆
(ALSO ADMITTED IN ENGLAND & WALES)

 * (ALSO
ADMITTED IN NEW YORK)

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

  

TEL: (852) 3740-4700

 FAX: (852)
3740-4727

 www.skadden.com

 AFFILIATE OFFICES

——————

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

NEW YORK

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

——————

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 August 27, 2024

VIA EDGAR

 Ms. Inessa Kessman

Mr. Robert Littlepage

 Mr. Jeff Kauten

Mr. Larry Spirgel

 Division of Corporation Finance

Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 WeRide Inc. (CIK No. 0001867729)

Amendment No. 3 to Registration Statement on Form F-1

Filed August 20, 2024 (File No. 333-281054)

Dear Ms. Kessman, Mr. Littlepage, Mr. Kauten and Mr. Spirgel:

On behalf of our client, WeRide Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated
August 21, 2024 on amendment No. 3 to the Company’s registration statement on Form F-1 filed on August 20, 2024. The Staff’s comments are repeated below in bold and are followed
by the Company’s response. We have included page references in the Revised Registration Statement (as defined below) where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Revised Registration Statement.

 U.S. Securities and Exchange Commission

August 27, 2024

  Page
 2

 Concurrently with the submission of this letter, the Company is filing herewith amendment no.
4 to the Company’s registration statement on Form F-1 (the “Revised Registration Statement”) via EDGAR with the Commission.

Comments in Letter Dated August 21, 2024

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.

 In response to the Staff’s comment, the Company has revised the disclosure on page 21 of the Revised
Registration Statement. The Company respectfully advises the Staff that Guangzhou Yuji Technology Co., Ltd, or Guangzhou Yuji, was formed in 2021. Guangzhou Yuji is a mapping service supplier to a number of unrelated companies, including global
leading technology companies that are publicly listed in the United States or Hong Kong. The Company believes that Guangzhou Yuji provides competitive mapping services and the Company’s transactions with Guangzhou Yuji were negotiated at
arm’s length. Neither the Company nor, to the Company’s best knowledge, any of its insiders has significant economic or voting interests in Guangzhou Yuji. Dr. Tony Xu Han’s sibling has been the CEO of Guangzhou
Yuji since its formation in 2021.

 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.

 In response to the Staff’s comment, the Company has
revised the disclosure on page 21 of the Revised Registration Statement.

 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.

 In response to the
Staff’s comment, the Company has revised the disclosure on page 53 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission

August 27, 2024

  Page
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 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.

The Company respectfully advises the Staff that under the original terms of the related restricted share units, the relevant employees were required to
complete a four-year service period and stay in service until an initial public offering, or an IPO, was complete to become entitled to the awards. That is, if an employee completed the four-year service but leaves the Company before the completion
of an IPO, the employee cannot vest in any of the awards. As such, the IPO requirement had been accounted for as a non-market performance condition in accordance with paragraph BC171B of IFRS 2 and there was
an implicit service requirement until the achievement of a performance condition namely the completion of an IPO.

 The waiving of the IPO requirement in
June 2024 was treated as a removal of a non-market performance condition which reduced the vesting period. The Company determined that this waiving of the IPO requirement is a beneficial modification to the
employees. In accordance with paragraph B43(c) of IFRS 2, the Company modified vesting conditions and shortened vesting period when applying the requirements of paragraphs 19-21 of IFRS 2. 

Accordingly, upon the modification the Company recognized a true-up amount in profit or loss based on the modified
four-year service condition. Further, as the related employees completed the four-year service before June 2024, no further future services were required for the awards to vest. Consequently, the Company recognized an accelerated vesting amount that
would otherwise have been recognized for services received during the remainder of the vesting period if the modification had not occurred, using the grant-date fair value consistent with a four-year service period.

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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 57, 100, 108, 109 and 210 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission

August 27, 2024

  Page
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 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.

 In response to the Staff’s comment, the Company has revised the disclosure on pages 216 and 217 of the
Revised Registration Statement.

 Notes to the 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:

a.
 Tell us why you believe these issuances are a shareholder transaction that do not impact profit or loss.

 The Company respectfully advises the Staff that the Company issued a total of 12,806,568 ordinary shares to all Series D and Series
D+ preferred shareholders at par value of US$0.00001 per share, for an aggregate consideration of US$128.1. The Company at the same time obtained a right to repurchase the 12,806,568 ordinary shares at par value if an IPO does not consummate on or
before March 31, 2025. All repurchased shares will be cancelled. The issuance of the 12,806,568 ordinary shares were new transactions resulting from negotiations among the different shareholders, which then resulted in the shareholders agreeing
on and initiating the transactions that involve the Company. The Series D and Series D+ preferred shareholders had a higher share purchase price, and their approval is required for the Company to consummate an IPO that is not a Qualified IPO, as
originally defined in the Company’s then-effective memorandum and articles of association. To reach the agreement among the shareholders, amend the definition of “Qualified IPO” and facilitate the completion of the IPO on or before
March 31, 2025, other shareholders agreed to grant the Series D and Series D+ preferred shareholders a larger share of the Company to compensate the Series D and Series D+ preferred shareholders for their higher purchase prices. Instead of
other shareholder groups transferring some of their interests in the Company directly to the Series D and Series D+ preferred shareholders at a notional price, the shareholders of the Company decided to achieve that adjustment in relative
shareholding more efficiently by way of a share issuance by the Company. In addition, the Company also has an option to repurchase these ordinary shares for US$128.1 if the IPO does not occur on or before March 31, 2025. This was a simpler and
clearer transaction structure that avoids a complex web of share transfers between different shareholders to achieve an equitable relative shareholding among different shareholder groups.

The issuance price of US$0.00001 per share is the permissible minimum price under the relevant company laws and the shareholders who received the ordinary
shares are all and only those preferred shareholders in the latest Series D and D+ funding round. All Series D and D+ preferred shareholders were treated equally and the transactions were agreed by the shareholders’ resolution of the Company.

 U.S. Securities and Exchange Commission

August 27, 2024

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 The Company evaluated the guidance in paragraph 13A of IFRS 2. The fact that the consideration received by
the Company was less than the fair value of the ordinary shares issued would, according to that guidance, typically be a situation that indicates other consideration (i.e. unidentifiable goods or services) had been, or will be, received by the
Company. The Company also noted footnote 4 under paragraph BC18D of IFRS 2, and considered the fact that these issuances were for the purpose of reaching an agreement among the shareholders to consummate the IPO of the Company and not in relation to
receiving any goods or services from these shareholders. The Company did not receive any identifiable or unidentifiable goods or services nor did the Company incur any obligation to compensate any other shareholders for this issuance. Instead, this
was an agreement among the shareholders to adjust their relative ownership, which is an investment-type transaction for the shareholders of the Company instead of one related to goods or services to the Company. The Company’s role was to
facilitate that with a simpler transaction structure that gives rise to a transaction with shareholders acting in their capacity as shareholders (i.e. the issuance of shares to existing shareholders such that the adjustment of the relative ownership
among shareholders is achieved).

 Further, the Company evaluated the guidance in paragraph 4 of IFRS 2 and noted that even though the Series D and Series
D+ preferred shares are contingently redeemable on occurrence of some redemption events, these preferred shares also involve an equity component. Also, the preferred shareholders have conversion rights, voting rights, dividend rights and equity
exposure that already put them in the position of an owner. Hence, they are holders of equity instruments and act in that capacity when the Company applies paragraph 4 of IFRS 2.

Regarding the existence of other transactions between the Company and its shareholders, only two of the Series D and Series D+ preferred shareholders are also
a customer or vendor of the Company, and others do not have any business or employment relationships with the Company. The Company notes that all Series D and Series D+ preferred shareholders were treated equally in the transaction, regardless of
whether they had or would have any business transactions with the Company or not, and the new ordinary shares were issued pro rata to each Series D and Series D+ preferred shareholder based on the original number of Series D and Series D+ preferred
shares they held. This means that the issuance of the shares included no consideration for the other transactions with those two preferred shareholders because that would have required differentiation of the terms of the share issuance between
different Series D and Series D+ preferred shareholders.

b.
 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.

The Company respectfully advises the Staff that, in addition to the issuance of the ordinary shares, at the same time the Company also obtained a contingently
exercisable right to repurchase such ordinary shares for par value, which is also the original issuance price, from each recipient of the ordinary shares if the IPO does not consummate on or before March 31,

 U.S. Securities and Exchange Commission

August 27, 2024

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2025. The par value is a fixed amount in U.S. dollar, and the Company’s functional currency is also U.S. dollar. There are no terms that would result in changing either the repurchase price
or the number of shares that could be repurchased. Therefore, the Company’s repurchase right meets the definition of an equity instrument in accordance with paragraph 16(b)(ii) of IAS 32. The Company paid no consideration for acquiring the
repurchase right. Consequently, there was no impact on the Company’s equity from acquiring the repurchase right in accordance with paragraph 22 of IAS 32. As such, as the result of the initial issuance of these ordinary shares, there was an
increase of the Company’s shareholder’s equity of USD128.1, i.e. the ordinary shares are recorded at nominal par value. If the IPO occurs prior to March 31, 2025, the expiry of the repurchase right would not result in any accounting
treatment because the carrying amount of the repurchase right was nil and no remeasurement was applied. If the IPO is not completed on or before March 31, 2025, the Company may repurchase these ordinary shares at the amount of USD128.1, in
which case the Company’s shareholder’s equity would be reduced by the same amount in accordance with paragraph 33 of IAS 32.

c.
 Also, tell us how you considered the EPS implication of this transaction.

The Company respectfully advises the Staff that these