WeRide Inc 6-K, filed May 8, 2026
WeRide Inc. (WRD)
About this 6-K
WeRide Inc filed this 6-K on May 8, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42213
WeRide Inc.
21st Floor, Tower A, Guangzhou Life Science Innovation Center
No. 51, Luoxuan Road, Guangzhou International Biotech Island
Guangzhou 510005
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WeRide Inc. | ||
| Dated: May 8, 2026 | By: |
/s/ Jennifer Li |
| Name: | Jennifer Li | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
WeRide Inc. to Hold Annual General Meeting on June 26, 2026
NEW YORK, May 8, 2026 (GLOBE NEWSWIRE) – WeRide Inc. (“WeRide” or the “Company”) (Nasdaq: WRD; HKEx: 0800), a global leader in autonomous driving technology, today announced that it will hold an annual general meeting of the Company’s shareholders (the “AGM”) at 10:00 a.m., Beijing time, on Friday, June 26, 2026 at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC, for the purposes of considering and, if thought fit, passing each of the Proposed Resolutions as defined and set forth in the notice of the AGM (the “AGM Notice”). The AGM Notice and the form of proxy for the AGM are available on the Company’s website at www.weride.ai. The board of directors of the Company fully supports the Proposed Resolutions and recommends that shareholders and holders of the Company’s American depositary shares (“ADSs”) vote in favor of the Proposed Resolutions.
Holders of record of the Company’s ordinary shares as of the close of business on Friday, May 22, 2026, Hong Kong time, are entitled to receive notice of, and to attend and vote at, the AGM or any adjournment or postponement thereof. Holders of record of ADSs as of the close of business on Friday, May 22, 2026, New York time, who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions directly to Deutsche Bank Trust Company Americas, the depositary of the ADSs.
The Company has filed its annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2025, with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s annual report on Form 20-F can be accessed on the Company’s website at www.weride.ai and on the SEC’s website at http://www.sec.gov.
About WeRide
WeRide is a global leader and a first mover in the autonomous driving industry, as well as the first publicly traded robotaxi company. Our autonomous vehicles have been tested or operated in over 40 cities across 12 countries. We are also the first and only technology company whose products have received autonomous driving permits in eight markets: China, the UAE, Singapore, France, Switzerland, Saudi Arabia, Belgium, and the US. Empowered by the smart, versatile, cost-effective, and highly adaptable WeRide One platform, WeRide provides autonomous driving products and services from L2 to L4, addressing transportation needs in the mobility, logistics, and sanitation industries. WeRide was named to Fortune’s 2025 Change the World and 2025 Future 50 lists. For more information, please visit www.weride.ai.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about WeRide’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in WeRide’s filings with the SEC. All information provided in this press release is as of the date of this press release. WeRide does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Investor Contact
ir@weride.ai
Exhibit 99.2
| THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION |
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your shares in WeRide Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
WeRide Inc.
文遠知行 *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 0800)
(1) PROPOSED RE-ELECTION OF DIRECTORS;
(2) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
AND/OR RESELL TREASURY SHARES;
(3) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE
SHARES AND/OR ADSs;
(4) PROPOSED RE-APPOINTMENT OF AUDITORS;
AND
(5) NOTICE OF THE ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 5 to 11 of this circular.
A notice convening the AGM to be held at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC on Friday, June 26, 2026 at 10:00 a.m. (Beijing time) is enclosed and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.weride.ai). A form of proxy for use at the AGM is also enclosed and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.weride.ai).
Holders of record of the Company’s Shares on the Company’s register of members as at the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the AGM in person. Holders of the Company’s ADSs as at the close of business on the ADS Record Date (New York time) are cordially invited to submit your voting instructions to Deutsche Bank Trust Company Americas. Whether or not you propose to attend and vote at the AGM, please complete, sign, date and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares) or your voting instructions to Deutsche Bank Trust Company Americas (for holders of ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 48 hours before the time appointed for the AGM at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and Deutsche Bank Trust Company Americas must receive your voting instructions by no later than 10:00 a.m. (New York time) on June 16, 2026 to enable the votes attaching to the Class A Ordinary Shares represented by your ADSs to be cast at the AGM. Treasury Shares, if any and registered under the name of the Company, shall not carry any voting rights at general meetings of the Company. For the avoidance of doubt, for the purposes of the Listing Rules, where any treasury Shares are deposited in CCASS, the Company shall abstain from voting at its general meetings in respect of such Shares.
* For identification purposes only
May 8, 2026
| CONTENTS |
Pages
| DEFINITIONS | 1 | ||
| LETTER FROM THE BOARD | 5 | ||
| 1. | Introduction | 5 | |
| 2. | Proposed Re-election of Directors | 6 | |
| 3. | Proposed Grant of General Mandate to Issue Shares and/or Resell Treasury Shares | 7 | |
| 4. | Proposed Grant of General Mandate to Repurchase Shares and/or ADSs | 8 | |
| 5. | Proposed Re-appointment of Auditors | 9 | |
| 6. | The Annual General Meeting | 9 | |
| 7. | Recommendation | 10 | |
| 8. | Further Information | 11 | |
| 9. | Responsibility Statement | 11 | |
| APPENDIX I | DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM | 12 |
| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE | 17 |
| NOTICE OF THE ANNUAL GENERAL MEETING | 21 | |
- i -
| DEFINITIONS |
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
| “2018 Share Plan” | the 2018 share plan adopted by the Company in June 2018 and amended and restated in July 2024 |
| “2026 Share Plan” | the 2026 share plan adopted by the Company in March 2026 |
| “ADS(s)” | American Depositary Shares, each representing three Class A Ordinary Shares |
| “ADS Record Date” | May 22, 2026 (New York time) |
| “AGM” | the annual general meeting of the Company to be held on Friday, June 26, 2026 at 10:00 a.m. (Beijing time) to consider and, if thought fit, approve, among other things, the proposed re-election of Directors, the Issuance Mandate, the Repurchase Mandate and the re- appointment of auditors |
| “Articles of Association” | the ninth amended and restated articles of association of the Company adopted by special resolution on March 13, 2026 |
| “Audit Committee” | the audit committee of the Board |
| “Board” | the board of Directors |
| “CCASS” | the Central Clearing and Settlement System established and operated by HKSCC |
| “China” or “PRC” | the People’s Republic of China, and for the purposes of this circular only, except where the context requires otherwise, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan |
| “Class A Ordinary Share(s)” | class A ordinary shares in the share capital of the Company with a par value of US$0.00001 each, conferring a holder one vote per Class A Ordinary Share on any resolution tabled at the Company’s general meetings |
- 1 -
| DEFINITIONS |
| “Class B Ordinary Share(s)” | class B ordinary shares in the share capital of the Company with a par value of US$0.00001 each, conferring weighted voting rights such that a holder is entitled to ten votes per Class B Ordinary Share on any resolution tabled at the Company’s general meetings, save for, under the Articles of Associations, resolutions with respect to the Reserved Matters where a holder shall be entitled to one vote per Class B Ordinary Share |
| “close associate(s)” | has the meaning ascribed to it in the Listing Rules |
| “Company” | WeRide Inc. (WRD.Nasdaq; 00800.HK), an exempted company incorporated in the Cayman Islands with limited liability on March 13, 2017 |
| “Compensation Committee” | the compensation committee of the Board |
| “core connected person(s)” | has the meaning ascribed to it in the Listing Rules |
| “Depositary” | Deutsche Bank Trust Company Americas |
| “Directors” | the director(s) of the Company from time to time |
| “Dr. Han” | Dr. Tony Xu Han (韓旭), the founder of the Group, chairman of the Board, executive Director and Chief Executive Officer of the Company |
| “Dr. Li” | Dr. Yan Li (李岩), the co-founder of the Group, executive Director and Chief Technology Officer of the Company |
| “Group” | the Company and its subsidiaries from time to time |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “HKSCC” | Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Issuance Mandate” | a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Class A Ordinary Shares and/or resell treasury Shares not exceeding 20% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of the relevant ordinary resolution |
- 2 -
| DEFINITIONS |
| “Latest Practicable Date” | April 30, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| “Listing Date” | November 6, 2025, being the date on which the Class A Ordinary Shares were listed and from which dealings therein were permitted to commence on the Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Nasdaq” | the Nasdaq Stock Market |
| “Nomination Committee” | the nomination committee of the Board |
| “Repurchase Mandate” | a general mandate to the Directors to exercise the powers of the Company to repurchase Class A Ordinary Shares and/or ADSs representing up to 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of the relevant ordinary resolution |
| “Reserved Matters” | those matters the resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being: (i) changes to the memorandum of association or articles of association of the Company, however framed, (ii) variation of rights attached to any class of shares of the Company, (iii) the appointment or removal of any independent non-executive Director, (iv) the appointment or removal of the Company’s auditors, and (v) the voluntary winding-up of the Company |
| “SFC” | the Securities and Futures Commission of Hong Kong |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time |
| “Share(s)” | the Class A Ordinary Share(s) and/or the Class B Ordinary Share(s), as the context so requires |
| “Share Record Date” | May 22, 2026 (Hong Kong time) |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
- 3 -
| DEFINITIONS |
| “substantial Shareholder(s)” | has the meaning ascribed to it in the Listing Rules |
| “Takeovers Code” | the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended, supplemented or otherwise modified from time to time |
| “THL” | Tonyhan Limited, a company incorporated in the BVI with limited liability on May 10, 2017 and indirectly controlled by Dr. Han |
| “treasury Share(s)” | has the meaning ascribed to it in the Listing Rules |
| “U.S.” or “United States” | the United States of America, its territories, possessions and all areas subject to its jurisdiction |
| “U.S. dollar” or “US$” | United States dollar, the lawful currency of the United States |
| “weighted voting right” | has the meaning ascribed to it in the Listing Rules |
| “WVR Beneficiary(ies)” | has the meaning ascribed to it in the Listing Rules and, unless the context otherwise requires, shall include Dr. Han and Dr. Li, being the beneficial owners of the Class B Ordinary Shares which carry weighted voting rights |
| “WVR structure” | has the meaning ascribed to it in the Listing Rules |
| “XHL” | Xu Han Limited, a company incorporated in the BVI with limited liability on June 22, 2022 and wholly owned by Dr. Han |
| “%” | per cent |
- 4 -
| LETTER FROM THE BOARD |
WeRide Inc.
文遠知行 *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 0800)
| Executive Directors: | Registered Office: |
| Dr. Tony Xu Han (韓旭) (Chairman) | P.O. Box 472 |
| Dr. Yan Li (李岩) | Harbour Place, 2nd Floor, North Wing 103 South Church Street |
| Non-executive Directors: | George Town |
| Mr. Ichijo Futakawa | Grand Cayman KY1-1106 |
| Mr. Jean-François Salles | Cayman Islands |
| Independent Non-executive Directors: | Headquarters and Principal Place |
| Ms. Huiping Yan | of Business in the PRC: |
| Mr. David Zhang (張彤) | 21st Floor, Tower A |
| Dr. Tony Fan-cheong Chan | Guanzhou Life Science Innovation Center No. 51 Luoxuan Road Guangzhou International Biotech Island Guangzhou Guangdong Province PRC
Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong
May 8, 2026 |
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED RE-ELECTION OF DIRECTORS;
(2) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
AND/OR RESELL TREASURY SHARES;
(3) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE
SHARES AND/OR ADSs;
(4) PROPOSED RE-APPOINTMENT OF AUDITORS;
AND
(5) NOTICE OF THE ANNUAL GENERAL MEETING
| 1. | INTRODUCTION |
On behalf of the Board, I would like to invite you to attend the AGM to be held at 16/F,
Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC on Friday, June 26, 2026 at 10:00 a.m. (Beijing time).
* For identification purpose only
- 5 -
| LETTER FROM THE BOARD |
The purpose of this circular is to give you notice of the AGM, and to provide you with information regarding the following proposals to be put forward at the AGM:
| (a) | the proposed re-election of Directors; |
| (b) | the proposed grant of a general mandate to issue Shares and/or resell treasury Shares; |
| (c) | the proposed grant of a general mandate to repurchase Shares and/or ADSs; and |
| (d) | the proposed re-appointment of auditors. |
| 2. | PROPOSED RE-ELECTION OF DIRECTORS |
Pursuant to code provision B.2.2 of the Corporate Governance Code set out in Appendix C1 to the Listing Rules, every director, including those appointed for specific term, should be subject to retirement by rotation at least once every three years. Pursuant to Rule 8A.29 of the Listing Rules, the independent non-executive directors of an issuer with a WVR structure must be subject to retirement by rotation at least once every three years.
Pursuant to Article 97(d) of the Articles of Association, a Director appointed to fill a casual vacancy on or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his or her appointment, and shall then be eligible for re-election at that meeting.
In addition, pursuant to Article 101 of the Articles of Association, every independent non-executive Director (including those appointed for a specific term) shall be subject to retirement at least once every three years.
As such, Dr. Han, Dr. Li, Mr. Ichijo Futakawa, Mr. Jean-François Salles, Ms. Huiping Yan, Mr. David Zhang and Dr. Tony Fan-cheong Chan will retire from office and offer themselves for re-election at the upcoming AGM accordingly.
The information required to be disclosed under the Listing Rules in relation to the retiring Directors proposed for re-election at the AGM are set out in Appendix I to this circular. At the AGM, the re-election of each of the retiring Directors will be voted on individually by a separate ordinary resolution as set out in the notice convening the AGM.
The Nomination Committee will recommend to the Board for the appointment of a Director (including an independent non-executive Director) in accordance with the following selection criteria and nomination procedures:
| (a) | identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company’s Board diversity policy, the requirements in the Articles of Association, the Listing Rules and applicable laws and regulations, and the relevant candidates’ contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity; |
- 6 -
| LETTER FROM THE BOARD |
| (b) | assess the independence of independent non-executive Directors to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the Nomination Committee or the Board and to assess his/her ability to devote sufficient time to the Board matters; and |
| (c) | develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. |
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures provided by the Directors, their qualifications, skills, experience, time commitment and contribution, with reference to the nomination principles and criteria set out in the Company’s Board diversity policy and Directors’ nomination policy and the Company’s corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has assessed and reviewed the annual confirmation of independence of Ms. Huiping Yan, Mr. David Zhang and Dr. Tony Fan-cheong Chan pursuant to Rule 3.13 of the Listing Rules and re-affirmed their independence. Having considered the extensive experience of Ms. Yan, Mr. Zhang and Dr. Chan, their respective working profiles and other experience and factors as set out in the biographical details in Appendix I to this circular, the Company is satisfied that Ms. Yan, Mr. Zhang and Dr. Chan will continue to bring valuable business experience, gender diversity, knowledge and professionalism to the Board for its efficient and effective functioning. The Board believed that the re-election of Ms. Yan, Mr. Zhang and Dr. Chan as Directors would be in the best interests of the Company and its Shareholders as a whole.
| 3. | PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES AND/OR RESELL TREASURY SHARES |
At the extraordinary general meeting of the Company held on March 13, 2026, the Directors were given a general mandate to allot, issue or deal with additional Class A Ordinary Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of such resolution. Such mandate, to the extent not utilized by the date of the AGM, will lapse at the conclusion of the AGM.
In order to give the Company the flexibility to issue Class A Ordinary Shares (including any sale or transfer of treasury Shares) if and when appropriate, without needing to convene a general meeting for each and every Share issuance and/or resell of treasury Shares, an ordinary resolution will be proposed at the AGM to approve the granting of a general mandate to the Directors to allot, issue or deal with additional Class A Ordinary Shares (including any sale or transfer of Class A Ordinary Shares out of treasury that are held as treasury Shares) not exceeding 20% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of such resolution.
- 7 -
| LETTER FROM THE BOARD |
As at the Latest Practicable Date, the issued share capital of the Company comprised 972,508,041 Class A Ordinary Shares (including 22,543,039 treasury Shares) and 54,814,423 Class B Ordinary Shares. Subject to the passing of the ordinary resolution 3 and on the basis that no further Shares are issued after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue a maximum of 200,955,885 Class A Ordinary Shares. The Directors have no immediate plans to issue any new Class A Ordinary Shares and/or to resell any treasury Shares pursuant to the Issuance Mandate.
In addition, subject to a separate approval of the ordinary resolution 5, the number of Shares purchased by the Company under ordinary resolution 4 will also be added to extend the Issuance Mandate as mentioned in ordinary resolution 3, provided that such additional amount shall represent up to 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing the resolutions in relation to the Issuance Mandate and Repurchase Mandate.
The Issuance Mandate (including the extended Issuance Mandate), if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issuance Mandate (including the extended Issuance Mandate) up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; and (iii) the date on which the authority set out in the Issuance Mandate (including the extended Issuance Mandate) is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
| 4. | PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES AND/OR ADSs |
In order to give the Company the flexibility to repurchase Class A Ordinary Shares and/or ADSs if and when appropriate, without needing to convene a general meeting for each and every share repurchase, an ordinary resolution will be proposed at the AGM to approve the granting of a new general mandate to the Directors to exercise the powers of the Company to repurchase Class A Ordinary Shares and/or ADSs representing up to 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of such resolution.
As at the Latest Practicable Date, the issued share capital of the Company comprised 972,508,041 Class A Ordinary Shares (including 22,543,039 treasury Shares) and 54,814,423 Class B Ordinary Shares. Subject to the passing of the ordinary resolution 4 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 100,477,942 Class A Ordinary Shares. The Directors wish to state that they intend to exercise the Repurchase Mandate after it is approved by the Shareholders in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.
- 8 -
| LETTER FROM THE BOARD |
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.
The Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolution for the approval of the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which the authority set out in the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
| 5. | PROPOSED RE-APPOINTMENT OF AUDITORS |
KPMG and KPMG Huazhen LLP will retire as the auditors of the Company at the AGM, and being eligible, offer themselves for re-appointment. Upon the recommendation of the Audit Committee, the Board hereby propose to the Shareholders to approve the re-appointment of KPMG and KPMG Huazhen LLP as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Directors to fix the remuneration of the auditors of the Company.
The estimated audit fee for the audit of the consolidated financial statements of the Group for the financial year ending December 31, 2026 is expected to be approximately RMB8.0 million. The estimated audit fee represents a fair and reasonable estimation, after due consideration and arm’s length negotiation between the Company and KPMG and KPMG Huazhen LLP. The estimation takes into account various factors such as the size and structure of the Group, the nature and complexity of the Group’s businesses, the expected scope, timetable and direction of the audit and the time and resources deployed by the auditors. Furthermore, the estimated audit fee assumes there will be no material changes in the Group’s businesses and operations, accounting policies or regulatory environment, and that the Company will provide timely and adequate assistance and information as required for the audit.
| 6. | THE ANNUAL GENERAL MEETING |
The AGM will be held at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC on Friday, June 26, 2026 at 10:00 a.m. (Beijing time).
- 9 -
LETTER FROM THE BOARD
To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting on, the resolutions to be proposed at the AGM.
The notice of the AGM is enclosed and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.weride.ai). The notice serves as the notice of general meetings required under Rule 13.71 of the Listing Rules.
Holders of record of the Company’s Shares on the Company’s register of members as at the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the AGM in person. Holders of the Company’s ADSs as at the close of business on the ADS Record Date (New York time) are cordially invited to submit your voting instructions to Deutsche Bank Trust Company Americas. Whether or not you propose to attend and vote at the AGM, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares), or your voting instructions to Deutsche Bank Trust Company Americas (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 48 hours before the time appointed for the AGM at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and Deutsche Bank Trust Company Americas must receive your voting instructions by no later than 10:00 a.m. (New York time) on June 16, 2026 to enable the votes attaching to the Shares to be cast at the AGM.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote by shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted only by a show of hands. Therefore, the resolutions to be proposed at the AGM will be voted by way of poll. An announcement on the poll results will be published after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
| 7. | RECOMMENDATION |
The Board considers that the above-mentioned resolutions regarding the proposed re-election of Directors, the proposed Issuance Mandate, the Repurchase Mandate, and the proposed re-appointment of auditors are in the best interests of the Company and the Shareholders as a whole, and accordingly the Directors recommend you to vote in favor of the said resolutions to be proposed at the AGM, respectively.
Treasury Shares, if any and registered under the name of the Company, shall not carry any voting rights at general meetings of the Company. For the avoidance of doubt, for the purposes of the Listing Rules, where any treasury Shares are deposited in CCASS, the Company shall abstain from voting at its general meetings in respect of such Shares.
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LETTER FROM THE BOARD
| 8. | FURTHER INFORMATION |
Your attention is drawn to the information set out in the appendices to this circular.
| 9. | RESPONSIBILITY STATEMENT |
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
| By order of the Board | |
| WeRide Inc. | |
| Dr. Tony Xu Han | |
| Chairman of the Board, Executive Director | |
| and Chief Executive Officer |
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APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Executive Directors
Dr. Tony Xu Han (韓旭), aged 49, founded our Group in February 2018. Dr. Han has been a Director since March 2017, and currently serves as chairman of our Board, executive Director and chief executive officer. Prior to founding our Company, Dr. Han worked as an associate professor of the Electrical & Computer Engineering Department at the University of Missouri from 2007 to 2017, and was granted tenure in 2013. In his academic career, he specialized in computer vision and machine learning. He worked as the chief scientist of autonomous driving unit at Baidu Inc. (Nasdaq: BIDU, HKEX: 9888) from 2014 to 2017. Dr. Han received his bachelor’s degree in communication engineering from Beijing Jiaotong University in 1998, master’s degree in electrical engineering from the University of Rhode Island in the United States in 2002, and Ph.D. in electrical and computer engineering from the University of Illinois Urbana-Champaign in the United States in 2008. Dr. Han was the original contributor of DeepSpeech2, which was recognized by MIT Technology Review as one of its 10 Breakthrough Technologies in 2016. He has also been recognized by Forbes China as one of its 2024 Sci-Tech Influential Figures.
Dr. Han has entered into a service agreement with the Company for a term of three years or until the third annual general meeting of the Company after the Listing Date (whichever is earlier), subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Dr. Han does not receive any director’s fees under the current arrangement. He is entitled to a fixed annual salary of approximately RMB3.9 million and discretionary bonus. The remuneration package of Dr. Han will be reviewed annually by the Board with the recommendation of the Compensation Committee and by reference to the prevailing market practice, the Company’s remuneration policy, his experience, duties and responsibilities within the Company.
As at the Latest Practicable Date, Dr. Han was interested in 27,595,520 share options granted under the 2018 Share Plan and deemed to be interested in 41,249,590 Class B Ordinary Shares within the meaning of Part XV of the SFO.
Dr. Yan Li (李岩), aged 51, co-founded the Group in February 2018. Dr. Li has been a Director since March 2017, and currently serves as our executive Director and chief technology officer. Prior to co-founding our Company, Dr. Li served as the Director of Engineering of UCAR Technology Inc. from 2015 to 2017, leading the autonomous driving department and connected vehicle data platform. From 2012 to 2015, he worked as a senior engineer at Facebook, Inc. (currently known as Meta Platforms, Inc.), where he was responsible for developing machine learning algorithms for user growth and ads. From 1999 to 2002 and 2009 to 2012, Dr. Li worked as an applied researcher at Microsoft Corporation. Dr. Li received his bachelor’s degree in computer science from Tsinghua University in 1997, master’s degree in computer science from Tsinghua University in 1999, and Ph.D. in electrical and computer engineering from Carnegie Mellon University in the United States in 2009.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Dr. Li has entered into a service agreement with the Company for a term of three years or until the third annual general meeting of the Company after the Listing Date (whichever is earlier), subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Dr. Li does not receive any director’s fees under the current arrangement. He is entitled to a fixed annual salary of approximately RMB3.2 million and discretionary bonus. The remuneration package of Dr. Li will be reviewed annually by the Board with the recommendation of the Compensation Committee and by reference to the prevailing market practice, the Company’s remuneration policy, his experience, duties and responsibilities within the Company.
As at the Latest Practicable Date, Dr. Li was interested in 10,513,974 share options granted under the 2018 Share Plan and deemed to be interested in 27,129,666 Class A Ordinary Shares and 13,564,833 Class B Ordinary Shares within the meaning of Part XV of the SFO.
Non-executive Directors
Mr. Ichijo Futakawa, aged 50, has served as our Director since April 2026. Mr. Futakawa currently serves as the division general manager of corporate strategy and business development at Nissan Motor Co., Ltd., a position he has held since April 2025. Since joining Nissan Motor Co., Ltd. (“Nissan”), a company listed on the Tokyo Stock Exchange (stock code: 7201), in June 2017, Mr. Futakawa has held various positions including general manager of the Japan-ASEAN mobility service business department from October 2019 to March 2021, vice president of new business development at Nissan (China) Investment Co., Ltd. from June 2021 to December 2023, and president of Nissan Mobility Service Co., Ltd. from March 2022 to April 2025, where he led the establishment of the company’s autonomous taxi business in Suzhou, China. Prior to joining Nissan, Mr. Futakawa served as country manager in Japan at Henkel AG & Co. KGaA, a company listed on the Frankfurt Stock Exchange (stock code: HEN3) from July 2015 to May 2017. Before that, Mr. Futakawa spent approximately nine years at Toyota Motor Corporation, a company listed on the Tokyo Stock Exchange (stock code: 7203), from April 2004 to September 2013, where he was responsible for engine management system development and international project management. Mr. Futakawa received his bachelor’s degree in biochemistry and engineering from Tohoku University in Japan in March 1998, his master’s degree in chemical engineering from Tohoku University in Japan in March 2001, and his master’s degree in business administration from China Europe International Business School in April 2015.
Mr. Futakawa has entered into a service agreement with the Company for a term of three years or until the third annual general meeting of the Company after his appointment (whichever is earlier), subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Futakawa does not receive any remuneration for serving as a non-executive Director.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Jean-François Salles, aged 58, has served as our Director since March 2025. Mr. Salles currently serves as the Vice President of Partnerships at Renault Group, a position he has held since 2023. Prior to that, Mr. Salles served as Global Vice President of Supply Chain at the Renault Group from 2019 to 2023, a role he held for more than four and a half years after different positions in Renault-Nissan-Mitsubishi Alliance Supply Chain. Mr. Salles first joined the Renault Group in 1996 as a project manager in trim and chassis logistics and continued with the company in Manufacturing and Quality areas. He became director of supply chain for Europe at Renault in 2015. Mr. Salles received his Master of Science degree in Manufacturing and Engineering at Ecole Centrale Paris in 1992.
Mr. Salles has entered into a service agreement with the Company for a term of three years or until the third annual general meeting of the Company after the Listing Date (whichever is earlier), subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Salles does not receive any remuneration for serving as a non-executive Director.
Independent Non-executive Directors
Ms. Huiping Yan, aged 59, has served as our Director since October 2024. Ms. Yan has served as the chief financial officer of ZTO Express (Cayman) Inc. (NYSE: ZTO, HKEX: 2057) since May 2018 and was the vice president of finance there from January 2018 to May 2018. Before that, Ms. Yan spent approximately seven years serving as the chief financial officer of a number of Chinese TMT and hospitality companies including approximately two years at Zhejiang Cainiao Supply Chain Management Co., Ltd., the logistics arm of Alibaba Group Holdings Limited (NYSE: BABA, HKEX: 9988), and over four years at Home Inns & Hotels Management Inc. (currently known as Homeinns Hotel Group), a leading economy hotel chain in China. Prior to that, Ms. Yan spent approximately nine years at General Electric Company (GE) in both the U.S. and Asia, serving in various key roles in corporate and operational financial management. Prior to that, Ms. Yan spent over six years at Deloitte &Touche in the U.S. in tax services. Ms. Yan has served as the independent non-executive director of TUHU Car Inc. (HKEX: 9690), a leading integrated online and offline platform for automotive service in China since September 2023. Ms. Yan studied at Shanghai Foreign Language Institute (currently known as Shanghai International Studies University), where she majored in English literature and linguistics and received a bachelor’s degree in business administration with an accounting major from Hawaii Pacific University in the United States in August 1991. Ms. Yan graduated from the GE experienced financial leadership program in September 2003 and is a U.S.-certified public accountant with a CGMA designation (AICPA).
Ms. Yan has entered into a service agreement with the Company for a term of three years or until the third annual general meeting of the Company after the Listing Date (whichever is earlier), subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Ms. Yan is entitled to receive an annual director’s fee of US$250,000. The remuneration package of Ms. Yan will be reviewed annually by the Board with the recommendation of the Compensation Committee and by reference to the prevailing market practice, the Company’s remuneration policy, her experience, duties and responsibilities within the Company.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
As at the Latest Practicable Date, Ms. Yan was interested in 93,189 restricted share units granted under the 2018 Share Plan.
Mr. David Zhang (張彤), aged 62, has served as our Director since October 2024. Mr. Zhang has extensive experience representing Chinese issuers and leading investment banks in U.S. initial public offerings, Hong Kong initial public offerings and other Rule 144A and Regulation S offerings of equity, debt and convertible securities. Mr. Zhang had been a senior corporate partner in the Hong Kong office of Kirkland & Ellis International LLP, from which he retired in 2024. Prior to joining Kirkland & Ellis International LLP in 2011, Mr. Zhang was a partner of Latham & Watkins LLP for eight years. Mr. Zhang is an independent non-executive director of Fosun International Limited (HKEX: 0656), a global innovation-driven consumer group; a non-executive director of Noah Holdings Private Wealth and Asset Management Limited (NYSE: NOAH, HKEX: 6686), a leading wealth management service provider; and an independent director of Morgan Stanley Securities (China) Co., Ltd. He is a member of the Board of Trustees of Tulane University. Mr. Zhang earned his juris doctor degree from Tulane University Law School in the United States in 1991.
Mr. Zhang has entered into a service agreement with the Company for a term of three years or until the third annual general meeting of the Company after the Listing Date (whichever is earlier), subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Zhang is entitled to receive an annual director’s fee of US$200,000. The remuneration package of Mr. Zhang will be reviewed annually by the Board with the recommendation of the Compensation Committee and by reference to the prevailing market practice, the Company’s remuneration policy, his experience, duties and responsibilities within the Company.
As at the Latest Practicable Date, Mr. Zhang was interested in 81,967 share options granted under the 2018 Share Plan.
Dr. Tony Fan-cheong Chan, aged 74, was appointed as an independent non-executive Director in November 2025. Dr. Chan served as the president of the King Abdullah University of Science and Technology (KAUST) from September 2018 to August 2024. Prior to that, he was the President of the Hong Kong University of Science and Technology from September 2009 to August 2018. He served as the assistant director of the Mathematical and Physical Sciences Directorate at the US National Science Foundation from 2006 to 2009. Between 1978 and 1979, he pursued postdoctoral research at California Institute of Technology as a research fellow and was an associate professor in computer science at Yale University between 1979 and 1986. In 1986, he joined the University of California, Los Angeles as a professor of the Department of Mathematics. Dr. Chan has been serving as an independent non-executive director of Hanison Construction Holdings Limited (HKEX: 0896) and Hutchison Port Holdings Management Pte. Limited (SGX: NS8U) since April 2023. Dr. Chan has served on the editorial boards of many journals in mathematics and computing, including SIAM Review, SIAM Journal of Scientific Computing, and the Asian Journal of Mathematics, and is one of the three editors-in-chief of Numerische Mathematik. He is also an elected member of the U.S. National Academy of Engineering. He formerly served on the NSF Mathematical and Physical Sciences Advisory Committee and the U.S. National Committee on Mathematics. Dr. Chan received his master’s degree in aeronautics from the California Institute of Technology in the United States in June 1973, and his Ph.D. in computer science from Stanford University in the United States in June 1978.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Dr. Chan has entered into a service agreement with the Company for a term of three years or until the third annual general meeting of the Company after the Listing Date (whichever is earlier), subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Dr. Chan is entitled to receive an annual director’s fee of US$200,000. The remuneration package of Dr. Chan will be reviewed annually by the Board with the recommendation of the Compensation Committee and by reference to the prevailing market practice, the Company’s remuneration policy, his experience, duties and responsibilities within the Company.
As at the Latest Practicable Date, save as disclosed above, none of the retiring Directors proposed to be re-elected: (i) had any interest in the Shares within the meaning of Part XV of the SFO, (ii) held any position with the Company or any other member of the Group or any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, or (iii) had any relationship with any other Directors, senior management or substantial Shareholders of the Company.
Save as disclosed above, there is no other matter in relation to the retiring Directors proposed to be re-elected that needs to be brought to the attention of the Shareholders and there is no other information relating to these Directors which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
| 1. | REASONS FOR REPURCHASE OF SHARES AND/OR ADSs |
The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.
Repurchases of Shares and/or ADSs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares and/or ADSs to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
The Directors intend to exercise the Repurchase Mandate after it is approved by the Shareholders in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.
| 2. | SHARE CAPITAL |
As at the Latest Practicable Date, the issued share capital of the Company comprised 972,508,041 Class A Ordinary Shares (including 22,543,039 treasury Shares) and 54,814,423 Class B Ordinary Shares. Subject to the passing of the ordinary resolution set out in item 4 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, i.e. being 1,004,779,425 Shares (excluding treasury Shares), the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to a maximum of 100,477,942 Shares, representing 10% of the total number of issued Shares (excluding treasury Shares) as at the date of the AGM.
| 3. | FUNDING OF REPURCHASES |
Repurchases of Shares and/or ADSs will be funded from the Company’s internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association in effect from time to time, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.
| 4. | IMPACT OF REPURCHASES |
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2025) in the event that the Repurchase Mandate was to be carried out in full at the current prevailing market value at any time during the proposed repurchase period.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
| 5. | TAKEOVERS CODE |
If, on the exercise of the power to repurchase Class A Ordinary Shares and/or ADSs pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Dr. Han, through XHL and THL, was interested in 41,249,590 Class B Ordinary Shares, representing approximately 27.76% of the voting rights (excluding treasury Shares and without taking into account the voting rights attached to the 12,348,943 Class A Ordinary Shares held by the Depositary which may be used to satisfy any future exercise or vesting of awards granted under the 2018 Share Plan and the 2026 Share Plan) in the Company with respect to Shareholder resolutions relating to matters other than the Reserved Matters on the basis that each Class A Ordinary Share entitles the holder to exercise one vote and each Class B Ordinary Share entitles the holder to exercise ten votes.
Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiaries must reduce their weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding into Class A Ordinary Shares, if the reduction in the number of Shares in issue (excluding treasury Shares) would otherwise result in an increase in the proportion of Class B Ordinary Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of Dr. Han to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares and/or ADSs to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
In addition, the Directors do not propose to repurchase Shares and/or ADSs which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.
| 6. | GENERAL |
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares and/or ADSs pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Company may cancel such repurchased Shares and/or ADSs or hold them as treasury Shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases. To the extent that any treasury Shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company’s own name as treasury Shares, which may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to HKSCC to vote at general meetings for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
The Directors confirm that to the best of their knowledge and belief, neither the explanatory statement nor the proposed repurchase of Shares and/or ADSs pursuant to the Repurchase Mandate has any unusual features.
| 7. | MARKET PRICES OF SHARES |
As the Company has been listed on the Stock Exchange for less than 12 months, the highest and lowest prices per Share at which the Class A Ordinary Shares have been traded on the Stock Exchange since the Listing Date up to and including the Latest Practicable Date were as follows:
| Price per share | ||||||||
| Month | Highest | Lowest | ||||||
| HK$ | HK$ | |||||||
| 2025 | ||||||||
| November (since the Listing Date) | 24.98 | 18.37 | ||||||
| December | 24.76 | 20.80 | ||||||
| 2026 | ||||||||
| January | 25.98 | 21.38 | ||||||
| February | 21.50 | 17.87 | ||||||
| March | 20.50 | 15.70 | ||||||
| April (up to the Latest Practicable Date) | 22.18 | 19.01 | ||||||
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
| 8. | REPURCHASES OF SHARES AND/OR ADSs MADE BY THE COMPANY |
During the period starting on the Listing Date and up to the Latest Practicable Date, the Company has repurchased Class A Ordinary Shares on the Stock Exchange and ADSs on Nasdaq as follows:
| No. of | ||||||||||||||
| Class A | Highest Price | Lowest Price | ||||||||||||
| Ordinary | per Class A | per Class A | ||||||||||||
| Shares | Ordinary | Ordinary | ||||||||||||
| Date of Repurchase(1) | Method of repurchase | Repurchased(2) | Share(2) | Share(2) | ||||||||||
| March 24, 2026 | Stock Exchange | 213,100 | HK$ | 17.55 | HK$ | 17.53 | ||||||||
| March 25, 2026 | Nasdaq | 300,000 | US$ | 2.57 | US$ | 2.55 | ||||||||
| March 26, 2026 | Nasdaq | 1,484,775 | US$ | 2.64 | US$ | 2.49 | ||||||||
| March 27, 2026 | Nasdaq | 368,727 | US$ | 2.39 | US$ | 2.30 | ||||||||
| March 30, 2026 | Stock Exchange | 9,607,700 | HK$ | 19.82 | HK$ | 18.13 | ||||||||
| March 30, 2026 | Nasdaq | 1,080,537 | US$ | 2.40 | US$ | 2.35 | ||||||||
| March 31, 2026 | Stock Exchange | 7,208,200 | HK$ | 20.32 | HK$ | 19.03 | ||||||||
| April 7, 2026 | Nasdaq | 480,000 | US$ | 2.50 | US$ | 2.43 | ||||||||
| April 10, 2026 | Nasdaq | 540,000 | US$ | 2.50 | US$ | 2.49 | ||||||||
| April 13, 2026 | Nasdaq | 270,000 | US$ | 2.47 | US$ | 2.46 | ||||||||
| April 29, 2026 | Nasdaq | 720,000 | US$ | 2.50 | US$ | 2.48 | ||||||||
| April 30, 2026 | Nasdaq | 270,000 | US$ | 2.50 | US$ | 2.49 | ||||||||
Notes:
| (1) | The date of repurchase for the ADSs on Nasdaq were presented based on U.S. Eastern Time. |
| (2) | The securities purchased on Nasdaq were in the form of ADSs. One ADS represents three Class A Ordinary Shares. |
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Exhibit 99.3
| NOTICE OF THE ANNUAL GENERAL MEETING |
WeRide Inc.
文遠知行 *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 0800)
NOTICE OF ANNUAL GENERAL MEETING
to be held on June 26, 2026
(or any adjourned or postponed meeting thereof)
We refer to the circular (the “Circular”) of WeRide Inc. (the “Company”) dated May 8, 2026. Unless otherwise indicated, capitalized terms used in this notice shall have the same meaning as those defined in the Circular.
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of the Company will be held at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC on Friday, June 26, 2026 at 10:00 a.m. (Beijing time) for the purposes of considering and, if thought fit, passing each of the following resolutions (the “Proposed Resolutions”):
| 1. | To receive and adopt the audited consolidated financial statements and the reports of directors (the “Directors”) and auditors of the Company for the year ended December 31, 2025. |
| 2. | (a) | To re-elect the following retiring Directors (as separate resolutions): |
| (i) | Dr. Tony Xu Han as an executive Director. |
| (ii) | Dr. Yan Li as an executive Director. |
| (iii) | Mr. Ichijo Futakawa as a non-executive Director. |
| (iv) | Mr. Jean-François Salles as a non-executive Director. |
| (v) | Ms. Huiping Yan as an independent non-executive Director. |
| (vi) | Mr. David Zhang as an independent non-executive Director. |
| (vii) | Dr. Tony Fan-cheong Chan as an independent non-executive Director. |
| (b) | To authorize the board of Directors (the “Board”) to fix the Directors’ remuneration. |
| * | For identification purposes only |
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| NOTICE OF THE ANNUAL GENERAL MEETING |
| 3. | As an ordinary resolution, THAT: |
| (a) | subject to paragraph (c) below, a general unconditional mandate be and is hereby given to the Directors during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue or deal with additional Class A Ordinary Shares or securities convertible into Class A Ordinary Shares, or options, warrants or similar rights to subscribe for Class A Ordinary Shares or such convertible securities of the Company (other than issuance of options, warrants or similar rights to subscribe for additional Class A Ordinary Shares or securities convertible into Class A Ordinary Shares for cash consideration) and to make or grant offers, agreements or options (including any warrants, bonds, notes and debentures conferring any rights to subscribe for or otherwise receive Class A Ordinary Shares) and to sell and/or transfer Class A Ordinary Shares out of treasury that are held as treasury Shares that would or might require the exercise of such powers; |
| (b) | the mandate in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors to make or grant offers, agreements and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period; |
| (c) | the total number of Class A Ordinary Shares allotted or agreed conditionally or unconditionally to be allotted and issued, and treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred (whether pursuant to options or otherwise) in paragraph (a) above, otherwise than pursuant to: |
| (i) | a Rights Issue (as defined in paragraph (d) below); |
| (ii) | the grant or exercise of any share options granted or to be granted pursuant to the 2018 Share Plan, the 2026 Share Plan or any other option scheme or similar arrangements for the time being adopted for the grant or issue to the Directors and/or employee of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Class A Ordinary Shares or rights to acquire Class A Ordinary Shares; |
| (iii) | the vesting of restricted share units granted or to be granted pursuant to the 2018 Share Plan or the 2026 Share Plan; |
| - 22 - |
| NOTICE OF THE ANNUAL GENERAL MEETING |
| (iv) | any scrip dividend or similar arrangement providing for the allotment and issue of Shares (including the sale and/or transfer of any Class A Ordinary Shares out of treasury that are held as treasury Shares) in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association; and |
| (v) | a specific authority granted by the Shareholders in general meeting; |
shall not exceed 20% of the total number of issued Shares (excluding treasury Shares) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and
| (d) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; and |
| (iii) | the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting; and |
“Rights Issue” means an offer of Shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to Shareholders whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
| - 23 - |
| NOTICE OF THE ANNUAL GENERAL MEETING |
| 4. | As an ordinary resolution, THAT: |
| (a) | a general unconditional mandate be and is hereby given to the Directors during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own Shares (including Class A Ordinary Shares underlying ADSs) and/or ADSs on the Stock Exchange or on any other stock exchange on which the securities of the Company are or may be listed and which is recognized by the SFC and the Stock Exchange for this purpose, provided that the total number of Class A Ordinary Shares and/or ADSs that may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and |
| (b) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; and |
| (iii) | the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting. |
| 5. | As an ordinary resolution, THAT conditional upon the passing of resolutions 3 and 4 of this notice, the general mandate referred to in the resolution 3 of this notice be and is hereby extended by the addition to the aggregate number of Class A Ordinary Shares and/or ADSs that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued and any Class A Ordinary Shares out of treasury that are held as treasury Shares that may be sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to such general mandate of the number of Shares and/or Share underlying the ADSs repurchased by the Company pursuant to the mandate referred to in the resolution 4 of this notice, provided that such amount shall not exceed 10% of the total number of issued Shares (excluding treasury Shares) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution). |
| 6. | To re-appoint KPMG and KPMG Huazhen LLP as the auditors of the Company until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix the remuneration of the auditors of the Company. |
| - 24 - |
| NOTICE OF THE ANNUAL GENERAL MEETING |
SHARE RECORD DATE AND ADS RECORD DATE
The Board has fixed the close of business on May 22, 2026 (Hong Kong time) as the record date (the “Share Record Date”) of Class A Ordinary Shares and Class B Ordinary Shares. Holders of record of the Shares on the Company’s register of members as at the Share Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of ADSs as at the close of business on May 22, 2026 (New York time) (the “ADS Record Date”) who wish to exercise their voting rights for the Class A Ordinary Shares underlying the ADSs must give voting instructions directly to Deutsche Bank Trust Company Americas, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of Deutsche Bank Trust Company Americas or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders. Treasury Shares, if any and registered under the name of the Company, shall not carry any voting rights at general meetings of the Company. For the avoidance of doubt, for the purposes of the Listing Rules, where any treasury Shares are deposited in CCASS, the Company shall abstain from voting at its general meetings in respect of such Shares.
In order to be eligible to attend and vote at the AGM, persons who hold the Class A Ordinary Shares and/or Class B Ordinary Shares directly on the Company’s Cayman Islands register of members should ensure that all valid transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s principal share registrar in the Cayman Islands, International Corporation Services Ltd., at P.O. Box 472, Harbour Place, 2nd Floor, North Wing, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands, before 4:30 p.m. on May 19, 2026 Cayman Islands time (due to the time difference between Cayman Islands and Hong Kong); and persons who hold the Class A Ordinary Shares directly on the Company’s Hong Kong register of members should ensure that all valid transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, within the same period (i.e., before 4:30 p.m. on May 22, 2026, Hong Kong time). All persons who are registered holders of the Shares on the Share Record Date will be entitled to attend and vote at the AGM.
ATTENDING THE AGM
Only holders of record of Shares as at the Share Record Date are entitled to attend and vote at the AGM. All officers and agents of the Company reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations and local government’s directive. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the AGM.
| - 25 - |
| NOTICE OF THE ANNUAL GENERAL MEETING |
PROXY FORMS AND ADS VOTING CARDS
A holder of Shares as at the Share Record Date may appoint proxy(ies) to exercise his or her rights at the AGM. A holder of ADSs as at the ADS Record Date will need to directly instruct Deutsche Bank Trust Company Americas, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of Deutsche Bank Trust Company Americas or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as to how to vote the Class A Ordinary Shares represented by the ADSs. Please refer to the proxy form (for holders of Shares) or ADS voting card (for holders of ADSs). The proxy form is available on our website at (ir.weride.ai).
Holders of record of the Shares on the Company’s register of members as at the Share Record Date are entitled to attend the AGM in person or by proxy. Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares) or send your voting instructions to Deutsche Bank Trust Company Americas or to your bank, brokerage or other securities intermediary, as the case may be (for holders of ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 48 hours before the time appointed for the AGM at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and Deutsche Bank Trust Company Americas must receive your voting instructions by no later than 10:00 a.m. (New York time) on June 16, 2026 to enable the votes attaching to the Class A Ordinary Shares represented by your ADSs to be cast at the AGM.
| By order of the Board | |
| WeRide Inc. | |
| Dr. Tony Xu Han | |
| Chairman of the Board, Executive Director | |
| and Chief Executive Officer |
| Headquarters and Principal Place of | Registered Office: |
| Business in the PRC: | P.O. Box 472 |
| 21st Floor, Tower A | Harbour Place, 2nd Floor, North Wing |
| Guanzhou Life Science Innovation Center | 103 South Church Street |
| No. 51 Luoxuan Road | George Town |
| Guangzhou International Biotech Island | Grand Cayman KY1-1106 |
| Guangzhou | Cayman Islands |
| Guangdong Province | |
| PRC |
May 8, 2026
As at the date of this notice, the Board comprises Dr. Tony Xu Han and Dr. Yan Li as executive Directors, Mr. Ichijo Futakawa and Mr. Jean-François Salles as non-executive Directors, and Ms. Huiping Yan, Mr. David Zhang and Dr. Tony Fan-cheong Chan as independent non-executive Directors.
| * | For identification purposes only |
| - 26 - |
Exhibit 99.4
WeRide Inc.
文遠知行 *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 0800)
FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON
FRIDAY, JUNE 26, 2026
(or any adjournment(s) or postponement(s) thereof)
| Number of shares to which this |
Class A Ordinary Shares |
| form of proxy relates(Note 1) |
Class B Ordinary Shares |
| I/We(Note 2) |
| of (address) |
| being the registered holder(s) of |
| Class A Ordinary Share(s)/Class B Ordinary Share(s)(Note 3) of WeRide Inc. (the “Company”), hereby appoint the Chairman of the meeting or(Note 4) |
| of (address) |
as my/our proxy(ies) to attend the annual general meeting (the “AGM”) of the Company to be held at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC on Friday, June 26, 2026 at 10:00 a.m. (Beijing time) (or any adjournment thereof) on behalf of me/us, act and vote according to the following instructions on behalf of me/us.
| ORDINARY RESOLUTIONS | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN(Note 5) | |
| 1. | To receive and adopt the audited consolidated financial statements and the reports of directors (the “Directors”) and the auditors of the Company for the year ended December 31, 2025. | |||
| 2. | (a) To re-elect the following retiring Directors (as separate resolutions): | |||
| (i) Dr. Tony Xu Han as an executive Director. | ||||
| (ii) Dr. Yan Li as an executive Director. | ||||
| (iii) Mr. Ichijo Futakawa as a non-executive Director. | ||||
| (iv) Mr. Jean-François Salles as a non-executive Director. | ||||
| (v) Ms. Huiping Yan as an independent non-executive Director. | ||||
| (vi) Mr. David Zhang as an independent non-executive Director. | ||||
| (vii) Dr. Tony Fan-cheong Chan as an independent non-executive Director. | ||||
| (b) To authorize the board of Directors (the “Board”) to fix the Directors’ remuneration. | ||||
| 3. | To give a general mandate to the Directors to allot, issue or deal with additional Class A Ordinary Shares and/or to resell treasury Shares not exceeding 20% of the total number of issued Shares (excluding treasury Shares). | |||
| 4. | To give a repurchase mandate to the Directors to repurchase Class A Ordinary Shares and/or ADSs not exceeding 10% of the total number of issued Shares (excluding treasury Shares). | |||
| 5. | To extend the general mandate granted to the Directors to allot, issue or deal with additional Class A Ordinary Shares (including any sale and/or transfer of treasury Shares) and/or ADSs by the aggregate number of Class A Ordinary Shares and/or the Class A Ordinary Shares underlying ADSs repurchased by the Company. | |||
| 6. | To re-appoint KPMG and KPMG Huazhen LLP as the auditors of the Company until the conclusion of the next annual general meeting of the Company and to authorize the Directors to fix the remuneration of the auditors of the Company. | |||
| Date: | Signature(s)(Note 7): |
Notes:
| 1. | Please delete as appropriate and insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified. |
| 2. | Please insert the full name(s) as shown in the register of members and registered address(es) in BLOCK LETTERS. |
| 3. | Please insert the number of ordinary shares of the Company registered in your name(s) and delete as appropriate. |
| 4. | If any proxy other than the Chairman of the meeting is preferred, please delete the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint proxy, and any shareholder of the Company who is the holder of two or more shares and entitled to attend and vote at the AGM is able to appoint more than one proxy to attend and vote instead of him/her. The proxy need not be a shareholder but must attend the meeting to represent you. ANY ALTERATION MADE |
TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
| 5. | IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST.” IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN.” If no direction is given, your proxy may vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM. |
| 6. | We refer to the circular (the “Circular”) and notice of the AGM of the Company dated May 8, 2026. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the Circular and the notice of the AGM. The description of the resolutions is by way of summary only. The full text appears in the notice of the AGM. |
| 7. | This form of proxy must be signed by you or your attorney duly authorized in writing. In the case of a corporation, the same must be either under its common seal or under the hand of an officer, attorney or other person duly authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. |
| 8. | In case of joint holders of any share, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto. However, if more than one of such joint holders be present at the meeting personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether by proxy or not, will be accepted to the exclusion of the votes of other joint holder(s). |
| 9. | In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish. |
PERSONAL INFORMATION COLLECTION STATEMENT
| (i) | “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 (“PDPO”) of the Laws of Hong Kong. |
| (ii) | Your and your proxy’s Personal Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data. |
| (iii) | Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its branch Share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes. |
| (iv) | By providing your proxy’s Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used. |
| (v) | You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. |
| * | For identification purposes only |
Exhibit 99.5
| ANNUAL GENERAL MEETING OF WERIDE INC. June 26, 2026 Please sign, date and mail your proxy card in the envelope provided so that your vote is received on or before 10:00 AM Eastern Time on June 16, 2026. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTIONS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. 00030333333333303000 6 062626 To change the address on your account or to add the email, please check the box at right. Please indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 Electronic Shareholder Communications Please join the growing number of shareholders who receive emails instead of hard copy shareholder communications. Register online at equiniti.com/us/ast-access or supply your email address below. 1. To receive and adopt the audited consolidated financial statements and the reports of directors (the “Directors”) and the auditors of the Company for the year ended December 31, 2025. 2. To re-elect the following retiring Directors (as separate resolutions): (i) Dr. Tony Xu Han as an executive Director. (ii) Dr. Yan Li as an executive Director. (iii) Mr. Ichijo Futakawa as a non-executive Director. (iv) Mr. Jean-François Salles as a non-executive Director. (v) Ms. Huiping Yan as an independent non-executive Director. (vi) Mr. David Zhang as an independent non-executive Director. (vii) Dr. Tony Fan-cheong Chan as an independent non-executive Director. 3. To grant a general mandate to issue Shares and/or resell treasury Shares. 4. To grant a general mandate to repurchase Shares and/or ADSs. 5. To extend the general mandate granted to the Directors to allot, issue or deal with additional Class A Ordinary Shares and/or ADSs (including any sale and/or transfer of treasury Shares) in the capital of the Company by the aggregate number of the Shares and/or ADSs repurchased by the Company. 6. To re-appoint KPMG as the auditor of the Company until the conclusion of the next annual general meeting of the Company, and to authorize the Directors to fix the remuneration of the auditor of the Company. ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN |
| 0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 ANNUAL GENERAL MEETING OF WERIDE INC. (Continued and to be signed on the reverse side) 1.1 ADD YOUR EMAIL ADDRESS ONLINE Add your email address to your online account to enroll in eConsent and receive future materials electronically. For first time users setting up an account: • Visit equiniti.com/us/ast-access. • Under Individuals click on LOGIN. A new screen will appear. • Under Shareholder Central click First Time Registration. • Follow the instructions provided to set up your account which will include providing your e-mail address. • Once your account has been set up click on your username at the top right of the screen. From the drop down select My profile which opens another window. • In the box labeled Document Delivery select the option Enroll in e-Delivery of Documents. • Finally, click the Submit button. Any future proxy materials will be sent to the primary email address on the account, should they be available. For existing users updating your account: • Visit equiniti.com/us/ast-access. • Under Individuals click on LOGIN. A new screen will appear. • Under Shareholder Central click LOGIN. Enter your username and password. • Click on your username at the top right of the screen. From the drop down select My profile which opens another window. • In the box labeled Document Delivery select the option Enroll in e-Delivery of Documents. • Finally, click the Submit button. Any future proxy materials will be sent to the primary email address on the account, should they be available. Alternatively, you can provide your email address in the section on the reverse entitled Electronic Shareholder Communications. |
