文远知行美股招股说明书(2024-10-25版)

WeRide Inc.Representing 23,227,200 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of WeRide Inc. We areoffering 7,742,400 ADSs. Each ADS represents three of our Class A ordinary shares, par valueUS$0.00001 per share. Prior to this offering, there has been no public market for the ADSs or our Class A ordinary shares.Upon the completion of this offering and the concurrent private placements, our outstanding sharecapital will consist of Class A ordinary shares and Class B ordinary shares. Dr. Tony Xu Han, ourfounder, chairman and chief executive officer, and Dr. Yan Li, our co-founder, director and chieftechnology officer, will beneficially own all of our issued Class B ordinary shares and will be able toexercise an aggregate of approximately 74.0% of the total voting power of our issued and outstandingshare capital immediately following the completion of this offering and the concurrent privateplacements, assuming that the underwriters do not exercise their option to purchase additional ADSs.Holders of Class A ordinary shares and Class B ordinary shares will have the same rights other thanvoting and conversion rights. Each holder of Class A ordinary shares is entitled to one vote per share,and each holder of Class B ordinary shares is entitled to 40 votes per share on all matters submitted tothem for a vote. Each of the Class B ordinary shares is convertible into one Class A ordinary share,whereas Class A ordinary shares are not convertible into Class B ordinary shares under anycircumstances. Concurrently with, and subject to, the completion of this offering, certain investors have agreed topurchase US$320.5 million in Class A ordinary shares from us, including (i) US$97 million by AllianceVentures, the venture capital fund of the Renault Nissan Mitsubishi Alliance, (ii) US$69.5 million byJSC International Investment Fund SPC, (iii) US$50 million by Get Ride Inc., (iv) US$46 million byBeijing Minghong, (v) US$30 million by Kechuangzhixing Holdings Limited, (vi) US$20 million byGuangqizhixing Holdings Limited and Gac Capital International Ltd., and (vii) US$8 million by GZJKWENYUAN Inc. The concurrent private placements are each at a price per share equal to the initialpublic offering price adjusted to reflect the ADS-to-Class A ordinary share ratio. Our proposed issuanceand sale of Class A ordinary shares to each investor is being made through a private placement pursuantto an exemption from registration with the U.S. Securities and Exchange Commission, or the SEC,under Regulation S of the U.S. Securities Act of 1933, as amended, or the Securities Act. Each of theprivate placement investors has agreed not to, directly or indirectly, sell, transfer or dispose of anyClass A ordinary shares for a period of 180 days (or 12 months for Guangqizhixing Holdings Limitedfor the ordinary shares subscribed in the concurrent private placement) after the date of this prospectus,subject to certain exceptions. Robert Bosch GmbH, Germany, has subscribed for, and been allocated by the underwriters, anaggregate of 6,451,613 ADSs representing approximately 83.3% of the ADSs being offered in thisoffering, assuming the underwriters do not exercise their option to purchase additional ADSs. Thesubscription for ADSs is at the initial public offering price and on the same terms as the other ADSs being offered in this offering. The underwriters will receive the same underwriting discounts andcommissions on any ADSs purchased by this investor as they will on any other ADSs sold to the publicin this offering. For additional information, see “Underwriting.”The ADSs have been approved for listing on the Nasdaq Stock Market under the symbol “WRD.” Investing in the ADSs involves risks. See “Risk Factors” beginning on page 35 foradditional information and factors you should consider before buying the ADSs. WeRide Inc. is not an operating company in mainland China, but a Cayman Islands holding companywith operations mainly conducted by its subsidiaries in mainland China. As used in this registrationstatement, “we,” “us,” “our company,” “the Company” or “our” refers to WeRide Inc., our CaymanIslands holding company, and its subsidiaries, including WeRide, and “WeRide” refers to GuangzhouWenyuan Zhixing Table of Contents Technology Co., Ltd. and its subsidiaries in mainland China. Unless otherwise specified, in the contextof describing business and operations, we are referring to the business and operations conducted byWeRide. For the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024, therewere intra-group loans, capital contributions and amounts paid under intra-group transactions. See“Prospectus Summary—Cash Flows through Our Organization.” We have established stringent controlsand procedures for monitoring cash flows within our organization. The cash of our group is under theunified management of our finance department. Each cash requirement, after