WeRide Inc F-3ASR, filed Nov 3, 2025

WeRide Inc. (WRD)

F-3ASR 2025-11-03

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	Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		15
RISK FACTORS		17
USE OF PROCEEDS		18
SELLING SECURITYHOLDERS		19
DESCRIPTION OF THE SECURITIES		20
DESCRIPTION OF SHARE CAPITAL		21
DESCRIPTION OF PREFERRED SHARES		34
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		35
DESCRIPTION OF DEBT SECURITIES		45
DESCRIPTION OF WARRANTS		51
DESCRIPTION OF UNITS		53
PLAN OF DISTRIBUTION		54
TAXATION		57
ENFORCEABILITY OF CIVIL LIABILITIES		58
LEGAL MATTERS		60
EXPERTS		61
WHERE YOU CAN FIND MORE INFORMATION ABOUT US		62
INCORPORATION OF DOCUMENTS BY REFERENCE		63

	Year Ended December 31,
	2022		2023(2)
	(RMB in thousands)
Loans from WeRide Inc. to subsidiaries		2,836,263		2,362,772
Repayment from subsidiaries to WeRide Inc.(1)		—		708,391
Capital contributions from HK subsidiary to mainland China subsidiaries		518,406		986,020
Amounts paid by Guangzhou Jingqi and its subsidiaries to WFOE under intra-group transactions		61,821		1,595
Amounts paid by WFOE to Guangzhou Jingqi and its subsidiaries under intra-group transactions		129,631		162,044
Loans from WFOE to Guangzhou Jingqi and its subsidiaries		195,100		251,142
Loans from Guangzhou Jingqi and its subsidiaries to WFOE		10,028		45,544

	For the Year Ended December 31, 2022
	WeRide Inc.		WFOE		Other subsidiaries		Eliminations		VIE and its subsidiaries		Consolidated Total
	(RMB in thousands)
Revenue(1)		—		546,255		76,821		181,539		(277,072)		527,543
Cost of revenue(1)		—		(298,644)		(84,207)		(86,965)		174,818		(294,998)
Gross profit/(loss)		—		247,611		(7,386)		94,574		(102,254)		232,545
Other net income(1)		—		15,932		59		80,290		(76,985)		19,296
Research and development expenses(1)		—		(290,279)		(329,423)		(241,508)		102,645		(758,565)
Administrative expenses		(16,440)		(64,430)		(33,308)		(123,058)		—		(237,236)
Selling expenses		—		(15,663)		(152)		(7,759)		—		(23,574)
Impairment loss on receivables and contract assets		—		(9,412)		(1,323)		(961)		—		(11,696)
Operating loss		(16,440)		(116,241)		(371,533)		(198,422)		(76,594)		(779,230)
Net foreign exchange gain		—		29,879		—		—		(9,670)		20,209
Interest income		—		7,191		17,934		10,986		—		36,111
Fair value changes of financial assets at fair value through profit or loss (“FVTPL”)		—		—		7,731		—		—		7,731
Other finance costs		—		(1,692)		(985)		(1,525)		—		(4,202)
Inducement charges of warrants		(125,213)		—		(125,213)		(125,213)		—		(125,213)
Fair value changes of financial liabilities measured at FVTPL		25,308		—		25,308		25,308		—		25,308
Changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights		(479,210)		—		—		—		—		(479,210)
Share of loss from subsidiaries, the VIE and its subsidiaries(2)		(702,941)		(190,964)		(356,088)		—		1,249,993		—
Loss before taxation		(1,298,496)		(271,827)		(702,941)		(188,961)		1,163,729		(1,298,496)
Income tax		—		—		—		—		—		—
Loss for the year		(1,298,496)		(271,827)		(702,941)		(188,961)		1,163,729		(1,298,496)

	For the Year Ended December 31, 2022
	WeRide Inc.		WFOE		Other subsidiaries		Eliminations		VIE and its subsidiaries		Consolidated Total
	(RMB in thousands)
Net cash used in operating (RMB in thousands) activities		(10,848)		(281,870)		(309,011)		(68,652)		—		(670,381)
Net cash used in investing activities(1)		(2,634,633)		(252,667)		(2,640,977)		(15,876)		3,341,739		(2,202,414)
Net cash generated from/(used in) financing activities(1)		2,782,671		745,443		2,636,465		(638,252)		(3,341,739)		2,184,588
Net increase/(decrease) in cash		137,190		210,906		(313,523)		(722,780)		—		(688,207)
Cash as of January 1		1,084,196		556,587		320,578		764,207		—		2,725,568
Effect of foreign exchange rate changes		105,116		23,686		67,528		—		—		196,330
Cash as of December 31		1,326,502		791,179		74,583		41,427		—		2,233,691

	Service			Fees
	• To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash)			Up to US$0.05 per ADS issued
	• Cancellation of ADSs, including in the case of termination of the deposit agreement			Up to US$0.05 per ADS cancelled
	• Distribution of cash dividends			Up to US$0.05 per ADS held
	• Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements			Up to US$0.05 per ADS held
	• Distribution of ADSs pursuant to exercise of rights			Up to US$0.05 per ADS held
	• Distribution of securities other than ADSs or rights to purchase additional ADSs			Up to US$0.05 per ADS held
	• Depositary services			Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank

	If we:			Then:
	Change the nominal or par value of our Class A ordinary shares			The cash, shares or other securities received by the depositary will become deposited securities.
	Reclassify, split up or consolidate any of the deposited securities			Each ADS will automatically represent its equal share of the new deposited securities.
	Distribute securities on the Class A ordinary shares that are not distributed to you, or recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action			The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

	Exhibit Number			Description of Document
	1.1*			Form of Underwriting Agreement
	3.1			Eighth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form F-1 of the Registrant (File No. 333-281054) filed with the SEC on July 26, 2024).
	4.1			Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-1 of the Registrant (File No. 333-281054) filed with the SEC on July 26, 2024).
	4.2*			Specimen Class B Ordinary Share Certificate and Form of Certificate of Designations of Class B Ordinary Shares
	4.3			Form of Indenture
	4.4*			Form of Debt Securities
	4.5			Form of Ordinary Share Warrant Agreement and Warrant Certificate
	4.6			Form of Preferred Share Warrant Agreement and Warrant Certificate
	4.7			Form of Debt Securities Warrant Agreement and Warrant Certificate
	4.8*			Form of Specimen Preferred Share Certificate and Form of Certificate of Designation of Preferred Shares
	4.9*			Form of Unit Agreement (including form of Unit Certificate)
	5.1			Opinion of Travers Thorp Alberga regarding the validity of the securities
	5.2			Opinion of Cooley LLP regarding the validity of the securities
	23.1			Consent of KPMG Huazhen LLP
	23.2			Consent of Travers Thorp Alberga (included in Exhibit 5.1)
	23.3			Consent of Commerce & Finance Offices (included in Exhibit 99.1)
	23.4			Consent of Cooley LLP (included in Exhibit 5.2)
	24.1			Powers of Attorney (included as part of signature page of Part II of this registration statement)
	25.1**			Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture
	99.1			Opinion of Commerce & Finance Offices regarding certain PRC law matters
	107			Exhibit Filing Fees

				WeRide Inc.
				By: /s/ Tony Xu Han Name: Tony Xu Han Title: Chairman and Chief Executive Officer

	Signature			Title
	/s/ Tony Xu Han Tony Xu Han			Chairman and Chief Executive Officer (Principal Executive Officer)
	/s/Yan Li Yan Li			Director
	/s/Jennifer Xuan Li Jennifer Xuan Li			Chief Financial Officer and Head of International (Principal Financial and Accounting Officer)
	/s/Huiping Yan Huiping Yan			Director
	/s/David Tong Zhang David Tong Zhang			Director
	/s/Jean-François Salles Jean-François Salles			Director
	/s/ Kazuhiro Doi Kazuhiro Doi			Director

				Authorized U.S. Representative
				By: /s/ Colleen A. De Vries Name: Colleen A. De Vries Title: Senior Vice President

article 1       DEFINITIONS		1

Section 1.01	Definitions of Terms	1

article 2       ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES		5

Section 2.01	Designation and Terms of Securities	5

Section 2.02	Form of Securities and Trustee’s Certificate	8

Section 2.03	Denominations: Provisions for Payment	8

Section 2.04	Execution and Authentications	10

Section 2.05	Registration of Transfer and Exchange	11

Section 2.06	Temporary Securities	12

Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	12

Section 2.08	Cancellation	13

Section 2.09	Benefits of Indenture	13

Section 2.10	Authenticating Agent	14

Section 2.11	Global Securities	14

Section 2.12	CUSIP Numbers	15

article 3       REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS		16

Section 3.01	Redemption	16

Section 3.02	Notice of Redemption	16

Section 3.03	Payment Upon Redemption	17

Section 3.04	Sinking Fund	17

Section 3.05	Satisfaction of Sinking Fund Payments with Securities	18

Section 3.06	Redemption of Securities for Sinking Fund	18

article 4       COVENANTS		18

Section 4.01	Payment of Principal, Premium and Interest	18

Section 4.02	Maintenance of Office or Agency	19

Section 4.03	Paying Agents	19

Section 4.04	Appointment to Fill Vacancy in Office of Trustee	20

article 5       SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		20

Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	20

Section 5.02	Preservation Of Information; Communications With Securityholders	21

Section 5.03	Reports by the Company	21

Section 5.04	Reports by the Trustee	22

article 6       REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		22

Section 6.01	Events of Default	22

Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	24

Section 6.03	Application of Moneys Collected	25

Section 6.04	Limitation on Suits	26

Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	26

Section 6.06	Control by Securityholders	27

Section 6.07	Undertaking to Pay Costs	27

article 7       CONCERNING THE TRUSTEE		28

Section 7.01	Certain Duties and Responsibilities of Trustee	28

Section 7.02	Certain Rights of Trustee	29

Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	31

Section 7.04	May Hold Securities	32

Section 7.05	Moneys Held in Trust	32

Section 7.06	Compensation and Reimbursement	32

Section 7.07	Reliance on Officer’s Certificate	33

Section 7.08	Disqualification; Conflicting Interests	33

Section 7.09	Corporate Trustee Required; Eligibility	33

Section 7.10	Resignation and Removal; Appointment of Successor	33

Section 7.11	Acceptance of Appointment By Successor	35

Section 7.12	Merger, Conversion, Consolidation or Succession to Business	36

Section 7.13	Preferential Collection of Claims Against the Company	36

Section 7.14	Notice of Default	36

article 8       CONCERNING THE SECURITYHOLDERS		37

Section 8.01	Evidence of Action by Securityholders	37

Section 8.02	Proof of Execution by Securityholders	37

Section 8.03	Who May be Deemed Owners	38

Section 8.04	Certain Securities Owned by Company Disregarded	38

Section 8.05	Actions Binding on Future Securityholders	38

article 9       SUPPLEMENTAL INDENTURES		39

Section 9.01	Supplemental Indentures Without the Consent of Securityholders	39

Section 9.02	Supplemental Indentures With Consent of Securityholders	40

Section 9.03	Effect of Supplemental Indentures	40

Section 9.04	Securities Affected by Supplemental Indentures	40

Section 9.05	Execution of Supplemental Indentures	41

article 10     SUCCESSOR ENTITY		41

Section 10.01	Company May Consolidate, Etc.	41

Section 10.02	Successor Entity Substituted	42

article 11     SATISFACTION AND DISCHARGE		42

Section 11.01	Satisfaction and Discharge of Indenture	42

Section 11.02	Discharge of Obligations	43

Section 11.03	Deposited Moneys to be Held in Trust	43

Section 11.04	Payment of Moneys Held by Paying Agents	43

Section 11.05	Repayment to Company	44

article 12     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		44

Section 12.01	No Recourse	44

article 13     MISCELLANEOUS PROVISIONS		45

Section 13.01	Effect on Successors and Assigns	45

Section 13.02	Actions by Successor	45

Section 13.03	Surrender of Company Powers	45

Section 13.04	Notices	45

Section 13.05	Governing Law; Jury Trial Waiver	45

Section 13.06	Treatment of Securities as Debt	46

Section 13.07	Certificates and Opinions as to Conditions Precedent	46

Section 13.08	Payments on Business Days	46

Section 13.09	Conflict with Trust Indenture Act	47

Section 13.10	Counterparts	47

Section 13.11	Separability	47

Section 13.12	Compliance Certificates	47

Section 13.13	Patriot Act	47

Section 13.14	Force Majeure	48

Section 13.12	Table of Contents; Headings	48

	WeRide, Inc.

	By:

	Name:

	Title:

	[Trustee], as Trustee

	By:

	Name:

	Title:

Section of Trust Indenture Act of 1939, as Amended	Section of Indenture
310(a)	7.09
310(b)	7.08
	7.10
310(c)	Inapplicable
311(a)	7.13
311(b)	7.13
311(c)	Inapplicable
312(a)	5.01
	5.02(a)
312(b)	5.02(c)
312(c)	5.02(c)
313(a)	5.04(a)
313(b)	5.04(b)
313(c)	5.04(a)
	5.04(b)
313(d)	5.04(c)
314(a)	5.03
	13.12
314(b)	Inapplicable
314(c)	13.07(a)
314(d)	Inapplicable
314(e)	13.07(b)
314(f)	Inapplicable
315(a)	7.01(a)
	7.01(b)
315(b)	7.14
315(c)	7.01
315(d)	7.01(b)
315(e)	6.07
316(a)	6.06
	8.04
316(b)	6.04
316(c)	8.01
317(a)	6.02
317(b)	4.03
318(a)	13.09


[*Form of Legend if Warrants are not immediately exercisable.*]		[Prior to [●], Warrants evidenced by this Warrant Certificate cannot be exercised.]

Dated:				Name:
					Please Print


(Insert Social Security or Other Identifying Number of Holder)

	WeRide, Inc., as Company

	By:
	Name:
	Title:

	Attest:


	Countersigned

	[●], as Warrant Agent

	By:
	Name:
	Title:

	Attest:

WeRide, Inc., as Company
By:
Name:
Title:

ATTEST:


COUNTERSIGNED

[●], as Warrant Agent

By:
Name:
Title:

ATTEST:


(Please print name and address including zip code)		Please print Social Security or other identifying number

	WeRide Inc., as Company

	By:
	Name:
	Title:

	Attest:


	Countersigned

	[●], as Warrant Agent

	By:
	Name:
	Title:

	Attest:

Dated:

WeRide Inc., as Company

By:
Name:
Title:

ATTEST:


COUNTERSIGNED

[●], as Warrant Agent

By:
Name:
Title:

ATTEST:

Office:	+852 2801 6066
Mobile:	+852 9718 8740
Email:	rthorp@tta.lawyer

To:	WeRide Inc.
	21st Floor, Tower A, Guanzhou Life Science Innovation Center,
	No. 51, Luoxuan Road, Guangzhou International Biotech Island,
	Guangzhou,
	People’s Republic of China

	(b)	the truthfulness, accuracy and completeness of the Documents, as well as the factual statements contained in the Documents;

	(c)	that the Documents provided to us remain in full force and effect up to the date of this Opinion and that none of the Documents has been revoked, amended, varied or supplemented except as otherwise indicated in such documents;

	(d)	that information provided to us by the Company in response to our inquiries for the purpose of this Opinion is true, accurate, complete and not misleading, and that the Company has not withheld anything that, if disclosed to us, would reasonably cause us to alter this Opinion in whole or in part;

	(e)	all Governmental Authorizations and other official statement or documentation are obtained by lawful means in due course;

	(f)	that each of the parties is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation (as the case may be);

	(g)	that all parties have the requisite power and authority to enter into, execute, deliver and perform all the Documents to which they are parties and have duly executed, delivered, performed, and will duly perform their obligations under all the Documents to which they are parties; and

	(h)	all documents submitted to us are legal, valid, binding and enforceable under all such laws as govern or relate to them other than PRC Laws.

	“Governmental Authority”	means any competent government authorities, courts, arbitration commissions, or regulatory bodies of the PRC. “Governmental Authorities” shall be construed accordingly.

	“Governmental Authorization”	means any approval, consent, permit, authorization, filing, registration, exemption, waiver, endorsement, annual inspection, qualification and license required by the applicable PRC Laws to be obtained from any Governmental Authority. “Governmental Authorizations” shall be construed accordingly.

	“PRC Laws”	means any and all officially published laws, regulations, statutes, rules, decrees, notices, and supreme court’s judicial interpretations currently in force and publicly available in the PRC as of the date hereof.