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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)

世達國際律師事務所

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

 September 25, 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. 4 to Registration Statement on Form F-1

 
 Filed August 27, 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
September 13, 2024 on amendment No. 4 to the Company’s registration statement on Form F-1 filed on August 27, 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

September 25, 2024

  Page
 2

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

Comments in Letter Dated September 13, 2024

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.

 In response to the Staff’s
comment, the Company has revised the disclosure on pages 18 and 70 of the Revised Registration Statement.

 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.

 The Company respectfully advises the Staff that Guangzhou Yuji was established in September 2021 via a partnership involving
Mr. Ming Han, a sibling of Dr. Tony Xu Han, the chairman and chief executive officer of the Company, and a few other investors who are unrelated to Mr. Ming Han, Dr. Tony Xu Han, or the Company. The partnership beneficially owns
99% of the equity interest in Guangzhou Yuji and another individual unrelated to the Company beneficially owns the remaining 1% equity interest in Guangzhou Yuji. Mr. Ming Han beneficially owns 60% of the equity interest in the partnership.
Mr. Ming Han has substantial experience in the surveying and mapping industry. Before establishing Guangzhou Yuji, Mr. Ming Han worked in the China office of DeepMap Inc., a company specialized in developing high-definition maps for
self-driving vehicles, for several years. Mr. Ming Han left DeepMap Inc., and founded Guangzhou Yuji after DeepMap Inc. was acquired by NVIDIA.

 U.S. Securities and Exchange Commission

September 25, 2024

  Page
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 To the best knowledge of the Company, Guangzhou Yuji was established with the business objective of providing
professional services in surveying and mapping. Guangzhou Yuji obtained the necessary license for the navigation electronic map production and surveying business in February 2022. Guangzhou Yuji is engaged in providing various surveying and mapping
services to its customers, including updating maps and data collection, storage and labeling services. Guangzhou Yuji currently has about 700 employees, with its own management team and sales and marketing, fulfillment and supplier management
functions. Guangzhou Yuji also owns the intellectual property rights associated with the provision of surveying and mapping services.

 In February and
October 2022, the Company entered into framework agreements with Guangzhou Yuji, pursuant to which Guangzhou Yuji was to provide the Company with certain services, including the provision of high-definition maps and the collection, storage,
transmission and labelling of surveying and mapping data. Fees for the services that Guangzhou Yuji provides to the Company are charged based on a pre-determined rate as specified in the framework agreements
and are settled on a monthly basis following the provision of services. The pricing of the service fee is comparable to that charged by other service providers in this business in China. Guangzhou Yuji currently has a number of major customers that
are unrelated to the Company, including global leading technology companies that are publicly listed in the United States or in Hong Kong.

 The Company
terminated the surveying and mapping business of Guangzhou Jingqi after the Company started to work with Guangzhou Yuji. Upon such termination, the Company reassigned relevant personnel in Guangzhou Jingqi to other research and development projects
of the Company. The Company retained relevant technology developed by Guangzhou Jingqi and did not transfer any such technology to Guangzhou Yuji. The surveying and mapping business of Guangzhou Jingqi was not contributed or otherwise transferred to
Guangzhou Yuji.

 The Company has determined that the Company does not have control over Guangzhou Yuji in accordance with IFRS 10, primarily because the
Company does not have the rights that give the Company the ability to direct the range of operating and financial activities, that constitute the relevant activities of Guangzhou Yuji. The key considerations in this regard are set out below:

•

 Guangzhou Yuji’s business objectives are to be a professional service provider in the surveying and mapping
business in China, with its own fulfilment functions and management team. It now has a number of customers unrelated to the Company, including global leading technology companies that are publicly listed in the United States or in Hong Kong.

 U.S. Securities and Exchange Commission

September 25, 2024

  Page
 4

•

 The Company does not have any ownership interests or voting rights in either Guangzhou Yuji or the
above-mentioned partnership.

•

 The other individual shareholders in Guangzhou Yuji or the partnership is unrelated to the Company or
Dr. Tony Xu Han.

•

 The Company has neither provided Guangzhou Yuji or the partnership with any loans or other financial support, nor
has the Company committed to providing such financial support to Guangzhou Yuji (including the provision of guarantees to Guangzhou Yuji’s liabilities). In addition, the Company has no purchase commitments or prepayment arrangements in place
with Guangzhou Yuji.

•

 Guangzhou Yuji obtained its license for the navigation electronic map production and surveying business by its
own and did not depend on the Company for any critical services, technology or supplies. Such license was not contributed by Guangzhou Jingqi.

•

 Guangzhou Yuji also operates its own sales and marketing and supplier management activities. In addition to
holding the intellectual property and license related to surveying and mapping, Guangzhou Yuji also carries out the substantive activities of providing surveying and mapping services to customers other than the Company, including updating maps and
data collection, storage and labeling services.

•

 The pricing of service fees with Guangzhou Yuji are comparable to that of other service providers in this market.

•

 None of the directors or key management personnel of Guangzhou Yuji is currently or previously an employee of the
Company. Except for Mr. Ming Han, none of the directors or key management personnel of Guangzhou Yuji is related to the Company.

•

 There are no contractual arrangements between the Company and Guangzhou Yuji that give the Company the ability to
direct Guangzhou Yuji’s business activities, including the ability to direct Guangzhou Yuji to enter into, or otherwise veto any changes to, material transactions of Guangzhou Yuji for the benefit of the Company.

Overall, the Company notes that its control conclusion is consistent with the guidance in paragraph B40 of IFRS 10, which indicates that economic dependence
of an investee on the investor on its own (such as relations of a supplier with its main customer) does not lead to the investor having power over the investee. The Company does not have power over Guangzhou Yuji, and it has not been involved in
directing the business activities of Guangzhou Yuji, such as the operations required to provide the surveying and mapping services profitably and the activities to seek new customers. The Company also does not have any additional rights though its
contractual arrangements with Guangzhou Yuji that may confer power over Guangzhou Yuji.

 U.S. Securities and Exchange Commission

September 25, 2024

  Page
 5

 In particular, despite the fact that Guangzhou Yuji has a business relationship with the Company, the Company
concluded that Guangzhou Yuji does not act as a de facto agent of the Company, i.e. Guangzhou Yuji does not exist as an entity that merely acts on the Company’s behalf and the Company cannot direct, as a matter of right, the vote by
Mr. Ming Han on all matters presented to the shareholders of Guangzhou Yuji or the partnership. In this regard, the Company has considered the guidance in paragraph B73 to B75 of IFRS 10, with particular consideration of the following:

•

 Mr. Ming Han beneficially owns 59.4% of the equity interest of Guangzhou Yuji, which is also beneficially
owned by other shareholders that are unrelated to the Company or Dr. Tony Xu Han. At the same time, Dr. Tony Xu Han beneficially owns 7.6% of the equity interest of the Company and does not hold any equity or voting interests in Guangzhou
Yuji. The respective shareholders of Guangzhou Yuji and the Company have their own interests in their respective investees, which are not necessarily aligned with each other. In particular, the shareholders of Guangzhou Yuji did not receive their
interest in Guangzhou Yuji as a contribution or loan from the Company; and the Company did not have any agreement with such shareholders of Guangzhou Yuji under which they agree not to sell, transfer or encumber their interests in Guangzhou Yuji
without the Company’s prior approval.

•

 The Company is able to switch to service providers other than Guangzhou Yuji without any material adverse impact
to the Company’s operations. Guangzhou Yuji also has its own robust customer base apart from the Company and does not rely on subordinated financial support from the Company.

•

 The Company has not had any involvement in Guangzhou Yuji’s operations other than placing service orders and
paying the service fees under the framework agreements. In addition to fulfilling the Company’s service orders, Guangzhou Yuji has its own customer base and conducts its own business activities such as marketing, supplier management and
employee management, etc.

 As a result of the above analysis, the Company concludes that the Company does not have power over Guangzhou
Yuji and Guangzhou Yuji does not act as a de facto agent of the Company, which leads to the conclusion that the Company should not consolidate Guangzhou Yuji in the Company’s consolidated financial statements.

Notes to Consolidated Financial Statements

24. Subsequent events, page F-102

3. We note your response to prior comment 7. Please respond to the following:

a.
 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.

The Company respectfully advises the Staff that the negotiations among the different shareholders occurred from June to July 2024. The negotiations were
initiated and led by principal shareholders as named in the Revised Registration Statement and representatives of the holders of Series D and Series D+ preferred shares. After that, the matter was subsequently brought to the extraordinary
general meeting of the Company held on July 26, 2024 for further negotiations. All shareholders were invited to participate in such negotiations during the extraordinary general meeting, although shareholders in the aggregate holding
approximately 12% of the then outstanding share capital of the Company did not respond to such invitation.

 U.S. Securities and Exchange Commission

September 25, 2024

  Page
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b.
 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.

The Company respectfully advises the Staff that the transactions were agreed to by (1) shareholders who together held the majority of voting power of the
Company, (2) shareholders who together held the majority of all preferred shares of the Company, and (3) shareholders who respectively held the majority of each series of preferred shares of the Company. The shareholders’ resolution
was passed during the extraordinary general meeting of the Company held on July 26, 2024.

c.
 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.

The Company respectfully advises the Staff that the 12,806,568 ordinary share number was reached as a commercial compromise after negotiations and bargaining
among the Company’s shareholders. Such shares were issued at nominal value because the commercial purpose of the share issuance was to achieve an equitable r