--- page 1 ---
Stock Code : 0800
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
WeRide Inc.
GLOBAL OFFERING
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, and Joint Lead Managers
(in alphabetical order)
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
文遠知行
＊
＊
For identification purpose only


--- page 2 ---
IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
WeRide Inc.
Б *
(A company controlled through weighted voting rights and incorporated in
the Cayman Islands with limited liability )
GLOBAL OFFERING
Number of Offer Shares under the Global
Offering
: 88,250,000 Offer Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 4,412,500 Offer Shares (subject to reallocation)
Number of International Offer Shares : 83,837,500 Offer Shares (subject to reallocation
and the Over-allotment Option)
Maximum Public Offer Price : HK$35.0 per Offer Share, plus brokerage of
1.0%, AFRC transaction levy of 0.00015%,
SFC transaction levy of 0.0027%, and Stock
Exchange trading fee of 0.00565% (payable
in full on application in Hong Kong dollars
and subject to refund)
Nominal value : US$0.00001 per Offer Share
Stock code : 0800
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners, and Joint Lead Managers
(in alphabetical order)
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, and
Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this prospectus, make n o 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 prospe ctus.
A copy of this prospectus, having attached thereto the documents specified in “Appendix V — Documents Delivered to the Registrar of Companies and Avai lable on Display,” has been registered with the Registrar of
Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. Neither the SFC nor the Regis trar of Companies in Hong Kong takes any responsibility
as to the contents of this prospectus or any other documents referred to above.
We expect to determine the pricing of the Offer Shares by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters ) and our Company on the Price Determination Date. The Price
Determination Date is expected to be on or before Tuesday, November 4, 2025. The Public Offer Price will not be more than HK$35.0 per Offer Share unless o therwise announced. If, for any reason, we do not agree
with the Overall Coordinators (for themselves and on behalf of the Underwriters) on the pricing of the Offer Shares, the Global Offering will not proce ed and will lapse.
We may set the International Offer Price at a level higher than the maximum Public Offer Price if (i) the Hong Kong dollar equivalent of the closing tradi ng price of the ADSs on Nasdaq on the last trading day on or
before the Price Determination Date (on a per-Share converted basis) were to exceed the maximum Public Offer Price as stated in this prospectus and/or (ii) we believe that it is in the best interest of our Company as
a listed company to set the International Offer Price at a level higher than the maximum Public Offer Price based on the level of interest expressed by pr ofessional and institutional investors during the book-building
process. If the International Offer Price is set at or lower than the maximum Public Offer Price, the Public Offer Price must be set at such price which is equal to the International Offer Price. In no circumstances will
we set the Public Offer Price above the maximum Public Offer Price as stated in this prospectus or the International Offer Price.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where considered appropriate and with our consent, reduce the numbe r of Hong Kong Offer Shares being offered under the Global Offering
at any time before the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notice of the reduction in the n umber of Hong Kong Offer Shares will be published on the
websites of the Stock Exchange at www.hkexnews.hk and our Company at www.weride.ai not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. See “Structure of the
Global Offering” and “How to Apply for Hong Kong Offer Shares” for further details.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscription for, the Hong K ong Offer Shares, are subject to termination by the Overall
Coordinators (for themselves and on behalf of the Underwriters) if certain events occur before 8:00 a.m. on the Listing Date. Please refer to “Underwr iting” for details of such circumstances.
Our Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks of investing in a company with a WVR structure, in particular that our WVR
Beneficiaries, whose interests may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant inf luence over the outcome of Shareholder resolutions. See “Risk
Factors — Risks Related to Our WVR Structure” for details of the risks associated with our WVR structure.
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high investment risks including risks of share price
volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the investment risks of a Speci alist Technology Company and the risks disclosed by our
Company before making their investment decisions.
Our ADSs, each represents three Class A Ordinary Shares, are listed on Nasdaq under the symbol “WRD.” The last reported sale price of the ADSs on Nasdaq o n October 23, 2025 (U.S. Eastern Time) was US$10.12
per ADS. In connection with the Global Offering, we will file a registration statement on Form F-1 and a preliminary prospectus or a registration state ment on Form F-3 and accompanying prospectus supplement with
the SEC, to register the sale of Shares under the U.S. Securities Act.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the Hong Kong Public Offering.
This prospectus is available on the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.weride.ai ). If you require a printed copy of this prospectus, you may download and print from the
website addresses above.
* For identification purpose only
IMPORTANT
October 28, 2025


--- page 3 ---
IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide printed copies of this prospectus in relation to
the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing
Information ” section, and our website at https://www.weride.ai. Y ou may download
and print from these website addresses if you want a printed copy of this
prospectus.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian
who is an HKSCC Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your
behalf.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
prospectus are identical to the printed prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients
or principals, as applicable, that this prospectus is available online at the website
addresses stated above.
Please refer to “How to Apply for Hong Kong Offer Shares” in this prospectus for
further details on the procedures through which you can apply for the Hong Kong Offer
Shares electronically.
IMPORTANT
–i i–


--- page 4 ---
Y our application through the White Form eIPO service or the HKSCC EIPO
channel must be made for a minimum of 100 Hong Kong Offer Shares and in multiples
of that number of Hong Kong Offer Shares as set out in the table below. No application
for any other number of Hong Kong Offer Shares will be considered and such an
application is liable to be rejected.
If you are applying through the White Form eIPO service, you may refer to the
table below for the amount payable for the number of Hong Kong Offer Share you have
selected. Y ou must pay the respective amount payable on application in full upon
application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian
may require you to pre-fund your application in such amount as determined by the
broker or custodian , based on the applicable laws and regulations in Hong Kong. Y ou
are responsible for complying with any such pre-funding requirement imposed by your
broker or custodian with respect to the Hong Kong Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 3,535.30 1,500 53,029.47 8,000 282,823.80 90,000 3,181,767.76
200 7,070.60 2,000 70,705.96 9,000 318,176.78 100,000 3,535,297.50
300 10,605.89 2,500 88,382.43 10,000 353,529.76 200,000 7,070,595.00
400 14,141.19 3,000 106,058.93 20,000 707,059.50 300,000 10,605,892.50
500 17,676.49 3,500 123,735.41 30,000 1,060,589.26 400,000 14,141,190.00
600 21,211.79 4,000 141,411.90 40,000 1,414,119.00 500,000 17,676,487.50
700 24,747.08 4,500 159,088.39 50,000 1,767,648.76 1,000,000 35,352,975.00
800 28,282.38 5,000 176,764.88 60,000 2,121,178.50 1,500,000 53,029,462.50
900 31,817.68 6,000 212,117.86 70,000 2,474,708.26 2,000,000 70,705,950.00
1,000 35,352.98 7,000 247,470.83 80,000 2,828,238.00 2,206,200
(1) 77,995,733.45
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee
and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading
fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy,
collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy,
collected by the Stock Exchange on behalf of the AFRC).
IMPORTANT
– iii –


--- page 5 ---
If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on the websites of the
Stock Exchange at www.hkexnews.hk and our Company at https://www.weride.ai .
Hong Kong Public Offering commences ...................... .9:00 a.m on Tuesday,
October 28, 2025
Latest time for completing electronic applications
under the White Form eIPO service through the
designated website at www.eipo.com.hk (2) .................. 1 1:30 a.m. on Monday,
November 3, 2025
Application lists for the Hong Kong Public Offering open (3) ....... 1 1:45 a.m. on Monday,
November 3, 2025
Latest time for (a) completing payment for the White
Form eIPO applications by effecting internet banking
transfer(s) or PPS payment transfer(s) and (b) giving
electronic application instructions to HKSCC
(4) ........... .12:00 noon on Monday,
November 3, 2025
If you are instructing your broker or custodian who is a HKSCC Participant will give
electronic application instructions on your behalf through HKSCC’s FINI system in
accordance with your instruction, you are advised to contact your broker or custodian for the
earliest and latest time for giving such instructions, as this may vary by broker or custodian.
Application lists close
(3) ................................ .12:00 noon on Monday,
November 3, 2025
Expected Price Determination Date ...................... o no r before 12:00 noon on
Tuesday, November 4, 2025
Announcement of the Public Offer Price and International
Offer Price, the level of indications of interest in the
International Offering, the level of applications in the
Hong Kong Public Offering and the basis of allocation
of the Hong Kong Offer Shares to be published on the
website of the Stock Exchange at www.hkexnews.hk
and on the Company’s website at https://www.weride.ai (5)
at or before ........................................ 1 1:00 p.m. on Wednesday,
November 5, 2025
EXPECTED TIMETABLE (1)
–i v–


--- page 6 ---
The results of allocations in the Hong Kong Public Offering (with successful applicants
identification document numbers, where appropriate) to be available through a variety of
channels, including:
 in the announcement to be posted on our website
and the website of the Stock Exchange at
https://www.weride.ai and www.hkexnews.hk ,
respectively .................................. a to r before 11:00 p.m. on
Wednesday, November 5, 2025
 from the designated results of allocations
website at www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function from .............................. 1 1:00 p.m. on
Wednesday, November 5, 2025
to 12:00 midnight on
Tuesday, November 11, 2025
 from the allocation results telephone enquiry
line by calling +852 2862 8555 between
9:00 a.m. and 6:00 p.m. on ................... Thursday, November 6, 2025,
Friday, November 7, 2025,
Monday, November 10, 2025
and Tuesday, November 11, 2025
(except weekend and
public holiday in Hong Kong)
Share certificates in respect of wholly or partially
successful applications to be dispatched or deposited
into CCASS on or before
(6)(8) ....................................W ednesday,
November 5, 2025
White Form e-Refund payment instructions/refund
checks in respect of (i) wholly or partially successful
applications if the final Public Offer Price is less than
the price payable on application (if applicable)
and (ii) wholly or partially unsuccessful application
under the Hong Kong Public Offering to be
dispatched/collected on or before
(7)(8) ................................ Thursday,
November 6, 2025
Dealings in the Class A Ordinary Shares on the
Stock Exchange expected to commence at .................. .9:00 a.m. on Thursday,
November 6, 2025
EXPECTED TIMETABLE (1)
–v–


--- page 7 ---
Notes:
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(2) Y ou will not be permitted to submit your application under the White Form eIPO service through the
designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you
have already submitted your application and obtained an application reference number from the designated
website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment
of application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is/are Severe Weather Signals (as defined in the paragraph headed “How to Apply for Hong Kong Offer
Shares — E. Severe Weather Arrangements” in this prospectus) in force in Hong Kong at any time between
9:00 a.m. and 12:00 noon on Monday, November 3, 2025, the application lists will not open or close on that
day. For details, please refer to the paragraph headed “How to Apply for Hong Kong Offer Shares — E. Severe
Weather Arrangements” in this prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing their broker or custodian to give electronic
application instructions to HKSCC via FINI should refer to the paragraph headed “How to Apply for Hong
Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels” in this
prospectus.
(5) None of the websites or any of the information contained on the websites forms part of this prospectus.
(6) Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the
Global Offering has become unconditional and the right of termination described in “Underwriting —
Underwriting Arrangements — The Hong Kong Public Offering — Hong Kong Underwriting Agreement —
Grounds for Termination” has not been exercised. Investors who trade Shares on the basis of publicly available
allocation details prior to the receipt of Share certificates or prior to the Share certificates becoming valid
evidence of title do so entirely at their own risk.
(7) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially
successful applications in the event that the final Public Offer Price is less than the price payable per Offer
Share on application. Part of the applicant’s identification document number provided by the applicant(s) may
be printed on the refund check, if any. Such data would also be transferred to a third party for refund purposes.
Banks may require verification of an applicant’s identification document number before encashment of the
refund check. Inaccurate completion of an applicant’s identification document number may invalidate or delay
encashment of the refund check.
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to
collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your
authorized representative must bear a letter of authorization from your corporation stamped with your
corporation’s chop. Both individuals and authorized representatives must produce evidence of identity
acceptable to our Hong Kong Share Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to
the paragraph headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of Share
Certificates and Refund of Application Monies” in this prospectus for details.
Applicants who have applied through the White Form eIPO service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
White Form e-Refund payment instructions. Applicants who have applied through the White Form eIPO
service and paid their application monies through multiple bank accounts may have refund monies (if any)
dispatched to the address as specified in their application instructions in the form of refund checks in favour
of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary post at their own
risk.
Any uncollected Share certificates and/or refund checks will be dispatched by ordinary post, at the applicants’
risk, to the addresses specified in the relevant applications.
Further information is set out in the paragraphs headed “How to Apply for the Hong Kong Offer Shares — D.
Despatch/Collection of Share Certificates and Refund of Application Monies”.
EXPECTED TIMETABLE (1)
–v i–


--- page 8 ---
The above expected timetable is a summary only. For further details of the structure
of the Global Offering, including its conditions, and the procedures for applications for
Hong Kong Offer Shares, please see “Structure of the Global Offering” and “How to
Apply for Hong Kong Offer Shares” in this prospectus, respectively.
If the Global Offering does not become unconditional or is terminated in accordance
with its terms, the Global Offering will not proceed. In such case, the Company will make
an announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
– vii –


--- page 9 ---
IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by our Company solely in connection with the Hong Kong
Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell
or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares
offered by this prospectus pursuant to the Hong Kong Public Offering. This prospectus
may not be used for the purpose of making, and does not constitute, an offer or invitation
in any other jurisdiction or in any other circumstances. No action has been taken to
permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than
Hong Kong and no action has been taken to permit the publication of this prospectus in
any jurisdiction other than Hong Kong. The publication of this prospectus for purposes
of a public offering and the offering and sale of the Hong Kong Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under
the applicable securities laws of such jurisdictions pursuant to registration with or
authorization by the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information that
is different from what is contained in this prospectus. Any information or representation
not contained nor made in this prospectus must not be relied on by you as having been
authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Sponsor-
Overall Coordinators, the Capital Market Intermediaries, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their
respective affiliates, directors, officers, employees, advisors, agents or representatives or
any other persons or parties involved in the Global Offering.
Page
Expected Timetable ................................................. i v
Contents .......................................................... viii
Summary ......................................................... 1
Definitions ........................................................ 3 8
Glossary of Technical Terms .......................................... 5 2
Forward-Looking Statements ......................................... 5 7
Risk Factors ....................................................... 5 9
Waivers and Exemption .............................................. 1 4 9
CONTENTS
– viii –


--- page 10 ---
Information about this Prospectus and the Global Offering ................. 1 7 9
Directors and Parties Involved in the Global Offering ..................... 1 8 9
Corporate Information .............................................. 1 9 8
Industry Overview .................................................. 2 0 1
Regulatory Overview ................................................ 2 2 1
History, Development and Corporate Structure ........................... 2 5 7
Business .......................................................... 2 7 8
Financial Information ............................................... 4 0 5
Relationship with Our Single Largest Group of Shareholders ................ 4 8 4
Connected Transaction ............................................... 4 8 8
Share Capital ...................................................... 4 9 2
Substantial Shareholders ............................................. 5 0 0
Directors and Senior Management ..................................... 5 0 2
Future Plans and Use of Proceeds ...................................... 5 1 5
Underwriting ...................................................... 5 1 9
Structure of the Global Offering ....................................... 5 3 4
How to Apply for Hong Kong Offer Shares .............................. 5 4 7
Appendix I Accountants’ Report .................................. I - 1
Appendix II Unaudited Pro Forma Financial Information ............... II-1
Appendix III Summary of the Constitution of Our Company and Cayman
Company Laws ..................................... III-1
Appendix IV Statutory and General Information ....................... I V - 1
Appendix V Documents Delivered to the Registrar of Companies and
Available on Display ................................. V - 1
CONTENTS
–i x–


--- page 11 ---
This summary aims to give you an overview of the information contained in this
prospectus. As it is a summary, it does not contain all the information that may be
important to you. You should read the whole prospectus before you decide to invest in the
Offer Shares. In particular , we are a Specialist Technology Company seeking to list on the
Main Board of the Stock Exchange under Chapter 18C of the Listing Rules because we
are unable to meet the requirements under Rule 8.05 (1), (2) or (3) of the Listing Rules.
There are unique challenges, risks and uncertainties associated with investing in
companies such as ours. In addition, we have incurred operating loss since our inception,
and we may incur operating loss for the foreseeable future. We had negative net cash flow
from operating activities during the Track Record Period. We did not declare or pay any
dividends during the Track Record Period and may not pay any dividends in the
foreseeable future. Your investment decision should be made in light of these
considerations.
There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in “Risk Factors.” You should read that section
carefully in full before you decide to invest in the Offer Shares.
OVERVIEW
WeRide is a global pioneer in L4 autonomous driving. We have deployed autonomous
driving products and solutions in over 30 cities across 11 countries, including China, the UAE,
Saudi Arabia, Switzerland, France, Singapore and Japan, as of the Latest Practicable Date. Our
robotaxi services are among the first in the world to achieve scaled commercial operation in
both China and the Middle East. In 2024, WeRide was ranked as the second-largest company
globally in revenue from L4 and above autonomous driving on city roads, capturing a 21.8%
market share, according to CIC.
We adopt a balanced growth strategy, prioritizing markets that demonstrate strong
potential for autonomous driving adoption in the long run – both internationally and in China’s
major cities – while focusing on regions where autonomous vehicles offer clear economic and
operational advantages. As of the Latest Practicable Date, we deployed a fleet of over 1,500
autonomous vehicles, comprising 1,108 self-operated vehicles and 415 vehicles deployed in
partnership with third parties. For self-operated vehicles, 286 vehicles were used for
commercial activities and 822 vehicles were used solely for testing purposes. All 415 vehicles
deployed in partnership with third parties were used for commercial activities.
We believe that securing a first-mover advantage in key overseas markets is critical to
establishing our long-term global leadership and capturing early commercial opportunities as
regulatory frameworks and market demand evolve. WeRide has established a leading
international footprint with notable first-mover advantages in key overseas markets. In France,
Switzerland and Belgium, WeRide is the only company that has successfully deployed L4
autonomous driving solutions to date, according to CIC. In Singapore, WeRide is the only
SUMMARY
–1–


--- page 12 ---
autonomous driving company with a dual presence in both robotaxi and robobus deployment,
maintaining a lead of at least 1.5 years ahead of the next market entrant in L4 development,
according to CIC. In the UAE, WeRide is more than two years ahead of the second player in
terms of L4 autonomous driving deployment and remains the first company in the world to
commence a L4 fully driverless testing outside of China and the U.S., according to CIC.
Similarly, in Saudi Arabia, WeRide leads by approximately two years in L4 autonomous
driving implementation, according to CIC.
Overseas markets, especially in Europe and the Middle East, present potentially higher
penetration rates for the technology and more favorable cost-performance dynamics, making
them ideal destinations for scaling our robotaxi services. For example, in Abu Dhabi, where we
have already commercialized, riding fares are listed around more than four times higher than
those in Tier 1 cities in China, according to CIC. We have over 100 robotaxis in the Middle
East, where we believe our robotaxis deliver superior unit economics and higher profitability.
We plan to continue to scale our current fleet and expand to more global cities, deploying tens
of thousands of robotaxis in the coming years.
Technology leadership . Our success is built on WeRide One , our universal technology
platform that integrates our robust, proprietary technology stacks including a closed-loop
simulation engine, hybrid architectures, in-house infrastructure, high-quality datasets,
sophisticated high-performance computing platform, unified operations platform and
hardware. These capabilities allow us to consistently develop and deliver safe, reliable, and
commercially viable autonomous vehicles that meet the demands of everyday use. One of our
key innovations is WeRide GENESIS, short for Generative Engineered Neural Environment
for Simulated Intelligence in Self-driving, a proprietary, all-in-one, closed-loop simulation
engine that generates intelligent scenarios and high-fidelity simulations. It supports large-scale
data augmentation, model validation, and training, accelerating development cycles and
enhancing model robustness. This is the core of our closed-loop R&D ecosystem, empowering
us to test smarter, iterate faster and deploy broader. We believe WeRide GENESIS is capable
of addressing closed-loop simulation, one of the most critical challenges in the industry. To
date, our universal technology platform has enabled the launch or revenue generation of 15 L4
vehicle models, nine of which are robotaxi models.
Operational excellence and efficiency . We believe scaling a robotaxi fleet goes beyond
technology. Operational excellence and execution efficiency are critical differentiators in
international markets with diverse demographics and rider preferences. While several peers
have entered the Middle East, we are currently the only company operating a fare-charging,
public robotaxi fleet at scale in the region for nearly a year, according to CIC. In Abu Dhabi,
our fleet has more than tripled since the end of 2024, with trip volumes increasing at a greater
scale. In October 2025, WeRide vehicle completes up to 18 trips per 12-hour shift, while
operating in an ODD covering approximately 50% of Abu Dhabi’s core. Rigorous SOPs with
partners covering customer support, field operations, and all other operational aspects ensure
the highest standards of safety and service as we transition our service to driverless commercial
stage. These capabilities put us ahead of peers in overseas markets, providing a strong head
start for long-term success.
SUMMARY
–2–


--- page 13 ---
Proven safety and real-world performance . Our autonomous vehicles have demonstrated
proven safety and performance across complex urban environments across multiple continents.
Across all deployments, our vehicles have reliably handled peak traffic, mixed road conditions,
and night-time driving. As of the date of this prospectus, we have accumulated approximately
55 million kilometers of L4 autonomous driving mileage on public roads. According to CIC,
our MPI recorded from California Department of Motor V ehicles consistently ranked highest
among commercial stage L4 autonomous driving companies throughout the period from 2022
to 2024, underscoring our technological leadership and the strength of our autonomous driving
systems. As of the Latest Practicable Date, our robotaxis had completed over 2,200 days of
public commercial operations on open roads, while maintaining a track record of no regulatory
discipline for autonomous driving system failure, representing the highest safety performance
among peers, according to CIC.
Global expansion strategy . We expand through a replicable model of responsible entry
and local partnerships, focusing on Europe, the Middle East and Southeast Asia where adoption
potential and cost-performance dynamics are favorable. Depending on local conditions, we
either operate fleets directly or co-manage with partners. By collaborating closely with our
local partners, we are able to harness complementary strengths, pairing our solid autonomous
driving technology with their established infrastructure and operational agility. By engaging
regulators and governments, we foster responsible ecosystems that ensure safe and efficient
scaling.
Ecosystem and partnerships . Our expansion is further supported by a robust ecosystem of
leading OEMs, shared mobility platforms, Tier-1 suppliers, logistics providers, and urban
service operators. Notably, WeRide has established strategic and equity partnerships with
industry leaders including Bosch, Grab, Nvidia and Uber. These collaborations accelerate
adoption, drive industry innovation, and amplify our societal impact. See “Business” for
further details.
WeRide’s advanced technology, safety record, global footprint and strong partnerships
position us as a global leader in autonomous driving. Below is an overview of our international
operations and experience:
1,500+(1) / 700+
Vehicles / Robotaxis in L4 autonomous
driving fleet(2)
30+ Cities in
11 Countries
with testing or commercial activities across
multiple products(2)
7 Countries
where our products have received
autonomous driving permits (China,
the UAE, Singapore, France,
Saudi Arabia, Belgium and the US) (2)
Over 2,200 Days
of proven
operation record(2)
Approximately 55 Million
Kilometres
Autonomous driving mileage on
public roads(2)
No Regulatory Discipline
for autonomous driving system failure(3),
representing the highest safety
performance among peers(4)
Global Leader in Autonomous Driving
SUMMARY
–3–


--- page 14 ---
Notes:
(1) During the Track Record Period, 276, 335, 471, and 539 vehicles were engaged in commercial activities in
2022, 2023, 2024, and the six months ended June 30, 2025, respectively. As of 2022, 2023, 2024 and June 30,
2025, our fleet deployed for commercial activities includes 120, 157, 202 and 198 self-operated vehicles and
156, 178, 269 and 341 vehicles deployed in partnership with third parties. In addition, 263, 319, 618, and 775
vehicles were used solely for testing purposes during the same periods, all of which were self-operated.
(2) As of the Latest Practicable Date
(3) Throughout the period from the commencement of our road testing on June 24, 2017 up to the date of the
prospectus
(4) According to our Directors
Robotaxi
Robotaxi is our flagship product and a powerful demonstration of our autonomous driving
technology. It plays a central role in our expansion and growth strategy. As a complementary
and alternative mobility solution, robotaxi offers up to 70% lower costs compared to traditional
taxi services. This cost efficiency makes it especially viable in markets where human labor is
expensive, scarce, or unreliable.
As of the Latest Practicable Date, our robotaxis have completed over 2,200 days of public
commercial operations on open roads with no regulatory discipline related to autonomous
driving system failures. We launched paid robotaxi services to the public in Guangzhou, China
in 2019. Our latest-generation robotaxi model, GXR, entered commercial production and
public services in 2024, and we are actively scaling deployments in 2025.
We deliver robotaxi and related services on a whole-package basis, which we believe is
more operationally and regulatorily feasible in the near term, as it ensures consistent service
quality and safety standards. Our revenue sharing model combines a minimum fixed fee with
shared upside, aligning incentives with our partners while ensuring predictable returns. We
believe our robotaxis offer superior unit economics and higher profitability compared to
traditional taxis, see “Industry Overview — Overview of Global Robotaxi Market — Unit
Economics for Robotaxis.” The payback period following initial deployment is closely tied to
vehicle utilization and speed of market expansion, which is why we prioritize rapid deployment
in close collaboration with local partners, with a clear roadmap toward fully driverless L4
operations.
Internationally, we operate the largest robotaxi fleet in the Middle East. As the only
company authorized for driverless testing in Abu Dhabi, we have begun commercial operations
with a safety driver onboard, with fully driverless L4 services without a safety driver onboard
expected to launch in 2025. We are conducting road testing in Dubai and running the country’s
first and only pilot program in Riyadh, Saudi Arabia, where rides are being offered exclusively
to selected users. In Switzerland, we have launched pilot robotaxi testing.
SUMMARY
–4–


--- page 15 ---
We have already achieved fully driverless L4 operations in Guangzhou and Beijing. In
July 2025, partnering with Chery and Jinjiang Taxi, we brought our robotaxi ride-hailing
services to Shanghai, which marks robotaxi’s official entry into the tenth city globally. In
addition, we and Chery recently unveiled the CER, a new-generation pre-installed mass-
produced robotaxi model, jointly built on our universal technology platform, WeRide One , and
EXEED’s STERRA ET vehicle architecture.
Our robotaxi business delivered record-breaking results in the first half of 2025,
highlighting its accelerating commercial momentum and growing contribution to our overall
performance. Robotaxi accounted for 31.1% of our total revenue in the first half of 2025,
reflecting its increasing strategic importance. Our overall revenue grew by 32.8% in the first
half of 2025, compared to the same period in 2024, with robotaxi emerging as the primary
growth driver. These results demonstrate higher revenue contribution and overall margin
compared to close industry peers, underscoring scalability and profitability of our robotaxi
model, both in absolute terms and as a share of total revenue.
Our Core Technology
We have developed WeRide One , a universal technology platform that integrates our
proprietary technology stacks including a closed-loop simulation engine, hybrid architectures,
in-house infrastructure, high-quality datasets, sophisticated high-performance computing
platform, unified operations platform and hardware. These capabilities allow us to consistently
develop and deliver safe, reliable, and commercially viable autonomous vehicles that meet the
demands of everyday use.
WeRide GENESIS
A cornerstone of our L4 autonomous driving capabilities is WeRide GENESIS, our
proprietary, all-in-one, closed-loop simulation engine. It allows autonomous vehicles to be
tested in a digital twin of the real world — safely, efficiently, and at scale, representing a
transformative leap forward in autonomous vehicle simulation. WeRide GENESIS is purpose-
built to address the three critical feedback loops essential for safe and scalable autonomy: the
data loop, the algorithm loop, and the simulation-validation loop. Among these, the
simulation-validation loop is the most technically demanding and strategically pivotal, as it
directly impacts the speed, adaptability, and safety of large-scale deployment. Outlined below
are the core capabilities of the WeRide GENESIS.
SUMMARY
–5–


--- page 16 ---
 Smart Scenario Engine . At the heart of WeRide GENESIS is our Smart Scenario engine,
which leverages generative AI to build realistic city-scale environments from scratch.
Key capabilities of the Smart Scenario engine include the following:
Smart Scenario
Digital Twin
World
Generation
Engine
Dynamic 3D
Reconstruction
Engine
Generative AI
Smart
Agent
Smart Simulation
Smart
Metric
Smart
Diagnosis
Data Augmentation
Validation
Training
WeRide
W
eR
i
d
e
GENESIS
o World generation. WeRide GENESIS can reconstruct entire urban environments in
minutes, layering road networks, traffic signals, vegetation, and infrastructure with
controllable parameters. Compared to traditional workflows that require extensive
manual modeling, WeRide GENESIS significantly enhances efficiency, reducing
both time and cost for environment reconstruction. By generating city-scale
environments in minutes and simulating complex agent behavior across thousands of
edge cases, WeRide GENESIS empowers autonomous driving teams to iterate faster,
test broader, and deploy smarter. Besides, the full-sensor engine supports real-time
rendering of camera and radar views, enabling generation of sensor data conforming
to the real-world physical laws in virtual environments such as different sensor
positions and viewing angles, to ensure the efficient testing of the algorithms,
especially for the scenarios that are rarely captured in real-world, such as emergency
interactions with police or fire vehicles.
o 3D reconstruction. Smart Scenario engine also features 3D reconstruction
capabilities, allowing dynamic scene editing and regeneration. For example, when
simulating evasive maneuvers, WeRide GENESIS can adjust the scene’s geometry,
such as adding barriers, as well as ego vehicle’s behavior and responses accordingly,
a task that would otherwise require extensive manual editing or dangerous
real-world testing.
o Generative AI enabled. WeRide GENESIS supports multi-modal inputs (text,
images, video) to generate new scenarios in seconds, even on consumer-grade
GPUs. It enables fidelity testing under extreme conditions (e.g., wrong-way
driving), generalization across weather and lighting (e.g., snow-covered roads with
obscured lane markings), and sim-to-real style transfer for realistic scene adaptation
(e.g., by adding shadows, barriers, or water accumulation on highways).
SUMMARY
–6–


--- page 17 ---
 Smart Simulation . Besides scenario generation, WeRide GENESIS also has the ability to
execute a smart simulation-validation loop which includes the following key elements:
o Smart agents. The smart agent models of WeRide GENESIS can simulate complex
agent interactions, such as vehicles navigating intersections with conflicting signals
or pedestrians crossing unexpectedly, with high behavioral realism. It can simulate
hundreds of agents simultaneously, predicting their trajectories in response to ego
vehicle’s different driving behaviors over extended time horizons. This capability is
critical to test the robustness of ego vehicle’s decision-making algorithms.
o Smart metrics. WeRide GENESIS also supports multi-tiered evaluation, combining
AI-based metrics with human-in-the-loop assessments. Built-in metrics can turn
driving behaviors in various scenes to system performance metrics that cover safety,
compliance, comfort and progress. With proprietary sampling strategies, various
scenarios can be assembled to reflect the scene distribution of the physical world,
therefore system performance can be predicted in different operational design
domains.
o Smart diagnosis. WeRide GENESIS has the ability to automatically capture the
scenes in which ego behaviors are not desirable, help diagnose the root causes,
therefore accelerate the technology stack iteration.
WeRide GENESIS transforms our R&D and commercialization efforts, delivering
tangible real-world value by streamlining the development and deployment of autonomous
mobility solutions. It accelerates time-to-market for our robotaxi and other L4 vehicles by
offering a high-fidelity alternative to costly and unsafe real-world testing and reducing
development cost. By rigorously validating autonomous systems in high-fidelity simulations
before public rollout, WeRide GENESIS significantly improves reliability and reduces the
likelihood of unexpected performance issues. This system serves as the cornerstone of
WeRide’s ability to scale safely and efficiently across global markets.
Broader Technology Stack
Our broader technology stack integrates architecture, infrastructure, data, computing and
operations into a unified foundation that underpins the development and large-scale
deployment of our autonomous driving solutions. It includes a hybrid architecture that
combines a deterministic overlay with an end-to-end model, providing a balance of
adaptability, reliability, safety and transparency for robust commercial deployment. This is
supported by infrastructure that forms the backbone of our capabilities, encompassing data
processing and annotation, storage, collaborative distributed model and cloud-native
development platforms, as well as proprietary model training and inference platforms and a
suite of tools for simulation, incident analysis and data analytics. Data is the lifeblood of our
development and training process, and according to CIC, we are the only player globally with
an extensive library of real-world data collected under L2 to L4 use cases across diverse
vehicle types, with approximately 55 million kilometers accumulated from over six years of
SUMMARY
–7–


--- page 18 ---
operations and partnerships. This dataset is complemented by synthetic and simulated data
generated internally through WeRide GENESIS, enabling efficient training and robust model
performance that improves continuously as we accumulate more miles and encounter more
diverse cases. Finally, all of our services are offered on a unified operations platform that
supports deployment and day-to-day operations, enabling us to replicate successful experiences
in new markets, manage dynamic trip demand, enhance vehicle utilization and improve
passenger experience.
Other Solutions
In addition to robotaxis, we offer other L4 products and solutions across mobility,
logistics, and sanitation. These solutions leverage our existing infrastructure and technology
stack, including a unified operations platform, and provide a greater diversity of operational
data while allowing us to service distinct customer use cases. We also provide ADAS at L2 to
L3 and research and development services to Bosch and autonomous driving research and
development services to Nissan Mobility Service Co., Ltd., or Nissan. Our end-to-end model
employs a large visual-language model which is encoded with general knowledge of the world
and then trained with nearly one million hours of carefully selected high quality driving data
from human drivers and simulated driving scenarios. This approach ensures the trained model
has a general understanding of the world as well as deep driving insights. Today, we are the
only autonomous driving company in the world that has also successfully commercialized a
suite of L4 products and solutions at large scale globally, according to CIC. Our work in
developing and commercializing ADAS allows us to leverage our leading L4 technology as
well as to test it in the real world. Additionally, this affords us valuable data that helps us
advance our L4 efforts. See “Business — Our Products and Solutions” for more details.
The following table sets forth the breakdown of our revenue by categories of products and
solutions, in absolute amounts and as a percentage of our total revenue for the years/periods
presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Sales of robotaxis and
related services (1) /H1118/H111843,303 8.2 29,379 7.3 47,832 6,677 13.2 13,357 8.9 62,030 8,659 31.1
Sales of other L4
vehicles and related
services
(2) /H1118/H1118/H1118/H1118/H1118327,041 62.0 110,096 27.4 148,401 20,716 41.1 57,825 38.5 61,902 8,641 31.0
Robobus /H1118/H1118/H1118/H1118/H1118/H1118320,240 60.7 94,914 23.6 79,688 11,124 22.1 43,026 28.6 25,152 3,511 12.6
Robosweeper /H1118/H1118/H1118/H11186,801 1.3 7,642 1.9 55,320 7,722 15.3 11,536 7.7 33,850 4,725 17.0
Robovan (3) /H1118/H1118/H1118/H1118/H1118– – 7,540 1.9 13,393 1,870 3.7 3,263 2.2 2,900 405 1.4
SUMMARY
–8–


--- page 19 ---
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Other technology
services /H1118/H1118/H1118/H1118/H1118/H1118157,199 29.8 262,369 65.3 164,901 23,019 45.7 79,116 52.6 75,683 10,565 37.9
Other L4 technology
services /H1118/H1118/H1118/H1118/H11186,681 1.3 35,759 8.9 20,887 2,916 5.8 3,667 2.4 4,087 571 2.0
Other research and
development
services /H1118/H1118/H1118/H1118/H1118150,518 28.5 226,610 56.4 144,014 20,103 39.9 75,449 50.2 71,596 9,994 35.9
Total revenue /H1118/H1118/H1118/H1118527,543 100.0 401,844 100.0 361,134 50,412 100.0 150,298 100.0 199,615 27,865 100.0
Notes:
(1) Represents revenue generated from (i) sales of robotaxis, (ii) recurring fees based on ongoing
operational and technical support services relating to our robotaxis, and (iii) ride-hailing services. All
such revenue is generated from L4 technology.
(2) Represents revenue generated from (i) sales of L4 vehicles, (ii) recurring fees based on ongoing
operational and technical support services relating to L4 vehicles. All such revenue is generated from
our L4 technology.
(3) We collaborated with ZTO Express, or ZTO, to test logistics services using our own fleet of robovans
and generated revenue from such testing in 2023, 2024 and for the six months ended June 30, 2025. For
our strategic partnership with ZTO, see “Business — Our Products and Solutions — Robovan —
Business Model.” In addition, we sold robovans to a client other than ZTO in 2024.
During the Track Record Period, revenue from L4 technology was RMB377.0 million,
RMB175.2 million and RMB217.1 million (US$30.3 million) for the years ended December
31, 2022, 2023 and 2024, respectively, representing 71.5%, 43.6% and 60.1% of our total
revenue for the corresponding year. For the six months ended June 30, 2024 and 2025, revenue
from L4 technology was RMB74.8 million and RMB128.0 million (US$17.9 million),
respectively, representing 49.8% and 64.1% of our total revenue for the corresponding period.
Go-to-Market Strategy
We adopt a balanced growth strategy prioritizing markets that demonstrate strong
potential for autonomous driving adoption, while focusing on regions where autonomous
vehicles offer clear economic and operational advantages. Overseas markets, especially in
Europe and the Middle East, present potentially higher penetration rates for the technology and
more favorable cost-performance dynamics, making them ideal destinations for scaling our
robotaxi services.
SUMMARY
–9–


--- page 20 ---
In each market, we strategically split roles and responsibilities with our partners to
maximize efficiency and leverage complementary strengths. In overseas markets, we have
strategically adopted an asset-light approach to accelerate execution speed and operational
efficiency. Instead of managing field operations directly, we collaborate with local partners for
services such as dispatch, cleaning, and maintenance, who in turn rely on our technology and
operational expertise to deliver robotaxi services. This approach reduces our capital and
operating costs and allows us to focus on core technology. In parallel, we typically take the lead
in regulatory communications, engaging with authorities to understand their priorities and
demonstrate how our autonomous solutions align with public goals, such as reducing traffic
congestion, lowering emissions, and addressing labor shortages. By showcasing the safety,
efficiency, and social value of our technology, we position ourselves as a trusted partner in
advancing public interests. We also lead on-the-ground preparations early on, which grants us
greater autonomy and control, ensuring that the ecosystem is designed and built around WeRide
as the central orchestrator rather than just a participant.
This structure reinforces our strategic importance and positions us as the indispensable
core of the ecosystem, while allowing each party to focus on areas where they hold a
competitive advantage. Specifically, our partners contribute their deep insights into local
demand patterns, as well as robust local operational infrastructure and established customer
base, enabling us to target high-demand zones with greater cost-effectiveness and precision.
Meanwhile, we focus on advancing our autonomous driving products and technology and their
localized deployment, while contributing our extensive operation expertise.
Our go-to-market strategy emphasizes rapid yet responsible commercialization,
deploying our vehicles alongside existing fleets to overcome the cold-start problem and
accelerate utilization. We only offer our vehicles bundled with services, ensuring consistent
quality and reinforcing our commitment to long-term partnerships.
As we expand, we continue to build a robust ecosystem around our innovative technology
and solutions, forming strategic alliances with leading global vehicle OEMs, shared mobility
platforms, Tier-1 suppliers, logistics providers, and urban service operators. This ecosystem,
led and shaped by WeRide, enables us to define the standards for autonomous services and
influence both public perception and industry expectations, a key competitive advantage in
each market we enter.
OUR STRENGTHS
We believe the following competitive strengths contribute to our success:
 Advanced autonomous driving technology
 Innovative, proven and scalable business model
 Global footprint and proven track record of expansion
SUMMARY
–1 0–


--- page 21 ---
 Ecosystem of strong partners
 Strong technical capabilities led by visionary management
OUR STRATEGIES
We plan to implement the following strategies to achieve our mission:
 Continue to develop and enhance technology capabilities
 Scale up commercialization and explore incremental revenue
 Accumulate operational knowledge and optimize processes
 Retain talent to build a leading team in the industry
 Strengthen and expand collaborations with ecosystem partners
OUR PRODUCTS AND SOLUTIONS
We generally adopt a transaction-based model, in which we couple vehicle sales with
ongoing multi-year service fees, as our technological support and services are integral to the
operation of our vehicles. Our business model is consistent across our L4 solutions, robotaxi,
robobus, robovan and robosweeper. Additionally, for our robotaxis, we have the ability to
charge customers for the paid distance driven, which we believe could add an incremental
source of revenue.
Each of our robotaxi, robobus, robovan, and robosweeper is capable of operating
completely driverless and therefore fall into the definition of L4 vehicles, even though some
of them may in practice operate with safety drivers in order to comply with the relevant
regulations. For example, for the L4 vehicles operated by us, such as those on WeRide Go ,w e
have in-car safety drivers in Guangzhou, but not in Beijing, due to varying regulatory
requirements set by local authorities. In the cases where operators purchase L4 driving vehicles
from us, it is their responsibility to hire safety drivers if required by applicable regulations.
Our vehicles are generally made-to-order on a project-by-project basis. Our vehicles are
not sold on a stand-alone basis and only sold with accompanying services. This results in a
pricing structure that includes both a one-time upfront as well as ongoing fees. The one-time
upfront fee is attributed to the vehicle and the ongoing fees to the services provided. We
typically enter into a bundled contract with an initial term of two years and offer an automatic
renewal option for an additional 12-month period upon expiration. Each of our contracts is
priced independently, taking into consideration factors such as order size, infrastructure
readiness, deployment complexity, market potential, and other operational requirements. Given
the early stage of our commercialization, limited customers, and the unique needs of each
customer, the pricing varies significantly from project to project.
SUMMARY
–1 1–


--- page 22 ---
In addition to L4 vehicles and related services, we offer other technology services that
stem from our autonomous driving technology stack, including L4 research and development
services and other research and development services. All of our technology services have
commenced commercialization, see “Business — Commercialization” for details. We typically
charge a fixed amount of non-recurring engineering fees, and royalties or service fees on a
per-unit basis based on usage. We intend to explore new revenue streams, including dynamic
pricing models that involve ongoing service revenues and profit-sharing arrangements, or by
licensing our technologies.
The table below sets out a summary for how our products and solutions fall within
acceptable sectors of a Specialist Technology Industry as defined under Chapter 18C of the
Listing Rules.
Specialist
Technology
Products
Specialist
Technology
Industry
Acceptable Sectors Key Function Analysis Major Customer Type Business Model Pricing and Fee Model
L4 Robotaxi and
related services
Electric and
autonomous
vehicles
We developed robotaxis
with completely
driverless L4
autonomous driving
capabilities.
Ride-hailing platforms,
shared mobility
companies, passengers
We typically generate
revenue from robotaxi
sales, and recurring fees
based on ongoing
operational and technical
support services and/or
service fees based on
variable performance
milestones. We may
generate revenue from
ride-hailing services.
Customers are generally
required to pay a one-
time fee upon delivery of
robotaxis as
consideration for the
vehicle, and recurring
fees for ongoing services
on a periodic basis
(invoiced monthly or
quarterly), and/or service
fees upon achievement of
certain performance
milestones.
For ride-hailing services
offered on WeRide Go ,
we charge passengers
taxi fare on a per trip
basis.
SUMMARY
–1 2–


--- page 23 ---
Specialist
Technology
Products
Specialist
Technology
Industry
Acceptable Sectors Key Function Analysis Major Customer Type Business Model Pricing and Fee Model
Other L4 vehicles and related services
Robobus Electric and
autonomous
vehicles
We developed L4
autonomous driving
vehicles that are capable
of operating completely
driverless.
Such L4 vehicles are
designed to address
needs across various use
cases on open road,
including in public
transportation, logistics
and sanitation industries.
Public transportation
companies, private
enterprises
We typically generate
revenue from robobus
sales, and recurring fees
based on ongoing
operational and technical
support services.
Customers are generally
required to pay a one-
time fee upon delivery of
robobuses as
consideration for the
vehicle, and recurring
fees for ongoing services
on a periodic basis
(invoiced monthly or
quarterly).
Robovan Electric and
autonomous
vehicles
Logistics companies We may offer vehicle plus
services, or only services
to customers. We
typically generate
revenue from robovan
sales, if applicable, and
recurring fees based on
ongoing operational and
technical support
services.
Customers are generally
required to pay a one-
time fee upon delivery of
robovans, if applicable,
and recurring fees for
ongoing services on a
periodic basis (invoiced
monthly or quarterly).
Robosweeper Electric and
autonomous
vehicles
City sanitation
companies, private
enterprises
We may offer vehicle plus
services, or only services
to customers. We
typically generate
revenue from
robosweeper sales, if
applicable, and recurring
fees based on ongoing
operational and technical
support services.
Customers are generally
required to pay a one-
time fee upon delivery of
robosweepers, if
applicable, and recurring
fees for ongoing services
on a periodic basis
(invoiced monthly or
quarterly).
Other technology
services
Electric and
autonomous
vehicles;
artificial
intelligence
Leveraging our AI
capabilities, algorithms
infrastructure, tool chain
and data, we offer
technology services in
autonomous driving and
ADAS as well as
broader applications.
Automotive and other
technology companies
We typically charge fixed
fees and/or volume-based
service fees.
Customers are generally
required to pay based on
usage of services.
SUMMARY
–1 3–


--- page 24 ---
Our business model is further illustrated in the diagram below:
OEMsOE
A
B
OEMs
(Co-develop with
WeRide)
Other
Ecosystem
Partners
Vehicles enabled by
WeRide technology
Vehicles,
operational and
technology services
Paid mobility
services
Third-party fleet
• Taxi company/Ride-hailing
company
• Local transportation service
provider
• Logistics company
• City sanitation company
Robobus
Robovan
Robosweeper
Robotaxi
Robotaxi
Project holistic revenue
could include vehicle sales,
fixed service fees, and variable
performance based service fees
Suppliers Customers
Robotaxi fare
Payment
• For passengers
Principal business
OUR CUSTOMERS AND SUPPLIERS
We primarily supply our autonomous driving products and services to automobile
manufacturers, Tier 1 suppliers and public transportation service operators. The revenue
attributable to our five largest customers in each year/period during the Track Record Period
was RMB415.7 million, RMB307.6 million, RMB169.3 million (US$23.6 million) and
RMB96.4 million (US$13.5 million) for 2022, 2023, 2024 and the six months ended June 30,
2025, respectively, representing 78.8%, 76.6%, 46.8% and 48.4% of our total revenue for the
corresponding year/period. The revenue attributable to our largest customer in each year/period
during the Track Record Period was RMB155.9 million, RMB222.3 million, RMB88.2 million
(US$12.3 million) and RMB33.1 million (US$4.6 million) for 2022, 2023, 2024 and the six
months ended June 30, 2025, respectively, representing 29.6%, 55.3%, 24.4% and 16.6% of our
total revenue for the corresponding year/period.
Our suppliers consist primarily of automobile manufacturers, component suppliers and
mapping and data services providers. The purchases attributable to our five largest suppliers in
each year/period during the Track Record Period were RMB261.1 million, RMB210.1 million,
RMB246.1 million (US$34.4 million) and RMB258.2 million (US$36.0 million) for 2022,
2023, 2024 and the six months ended June 30, 2025, respectively, representing 41.4%, 40.4%,
37.2% and 34.5% of our total purchase for the corresponding year/period. The purchases
attributable to our largest supplier in each year/period during the Track Record Period were
RMB168.9 million, RMB111.5 million, RMB90.1 million (US$12.6 million) and RMB92.8
million (US$13.0 million) for 2022, 2023, 2024 and the six months ended June 30, 2025,
respectively, representing 26.8%, 21.4%, 13.6% and 12.4% of our total purchase for the
corresponding year/period.
SUMMARY
–1 4–


--- page 25 ---
RESEARCH AND DEVELOPMENT
We believe our strong research and development capability is our principal competitive
strength. We have invested a significant amount of time and resources in research and
development to solidify and maintain our industry leadership in the market. We have built a
world-class team that is focused on rigorous engineering.
As of June 30, 2025, our global R&D team consisted of 797 engineers and 2,565 data
processing staff, with 494 holding a master’s degree or higher and 56 PhDs from top
universities. Our R&D team accounted for 93.7% of total employees as of the same date.
Our research and development expenses were RMB758.6 million, RMB1,058.4 million,
RMB1,091.4 million (US$152.4 million), RMB517.2 million and RMB644.6 million (US$90.0
million) for the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, respectively, representing 74.4%, 61.3%, 47.8%, 69.1% and 67.8% of our
total operating expenses for the corresponding year/period. Our total R&D expenditure on an
aggregate basis over the Track Record Period was RMB3,555.9 million (US$496.4 million),
representing 59.4% of our total operating expenditure over the same period. See “Financial
Information — R&D Expenditure and Total Operating Expenditure” for details.
During the Track Record Period, our investment in research and development primarily
aimed to strengthen our technologies in autonomous driving and AI infrastructure, and to
improve our product and operational capabilities. We expect our research and development
expenses to increase as we continue to focus on the testing and commercialization of our
autonomous driving technology, expand our R&D team and invest more resources to improve
our technological capabilities. Our research and development activities are conducted at
multiple research and development centers, including but not limited to mainland China and
Singapore.
For details of our research projects, see “Business — Research and Development — Key
Research Projects.”
INTELLECTUAL PROPERTY
We have developed a number of proprietary systems and technologies, and we believe the
protection of our proprietary technologies and intellectual property is critical to our business.
We rely on a combination of intellectual property rights, such as patents, trademarks,
copyrights and trade secrets (including know-how), in addition to fair trade practice, internal
policies relating to confidentiality procedures, contractual provisions with our employees and
business partners, intellectual property licenses and other contractual rights to protect our
intellectual property and proprietary rights. Besides, we require our business partners to avoid
infringement of intellectual property rights of other third parties.
SUMMARY
–1 5–


--- page 26 ---
As of the Latest Practicable Date, we had 594 issued patents and 489 patent applications
in China, consisting of 403 invention patents, 99 utility patents and 92 design patents, and we
had 14 issued patents and 20 pending patent overseas. In addition, we held 54 copyrights, 269
trademarks and 5 domain names registered with relevant authorities in China as of the Latest
Practicable Date. See “Business — Intellectual Property” for details of our material intellectual
property rights.
The intellectual properties for each of our Specialist Technology Products are all
self-developed by our R&D department. As of the Latest Practicable Date, with respect to our
Specialist Technology Products, we self-owned all of our material patents and patent
applications and had no co-own or co-share arrangements of our material patents and patent
applications with third parties.
As confirmed by our Directors, during the Track Record Period and up to the Latest
Practicable Date, we did not have any instances of infringement of third parties’ intellectual
property rights. Based on the independent due diligence conducted by the Joint Sponsors,
nothing has come to the attention of the Joint Sponsors that would reasonably cause the Joint
Sponsors to disagree with the Company’s view above.
COMPETITIVE LANDSCAPE
According to CIC, the global market for L4 and above autonomous driving was US$1.0
billion in 2024, which is expected to reach US$1,464 billion by 2030, at a CAGR of 238% from
2024 to 2030, and further to US$8,097 billion by 2035, at a CAGR of 41% from 2030 to 2035.
According to the same source, the global market size for robotaxi was US$0.1 billion in 2024,
which is expected to reach US$587 billion by 2030, at a CAGR of 367% from 2024 to 2030,
and further to US$2,992 billion by 2035, at a CAGR of 39% from 2030 to 2035.
We face competition, both in China and globally, from autonomous driving companies
that offer autonomous driving technologies, products and services. We also potentially face
competition from automotive OEMs global-wide and other global technology giants,
particularly those who are building internal autonomous driving development programs. If we
fail to commercialize our technology before our competitors, develop superior technology and
products, or compete effectively, we may lose our market share or fail to gain additional market
share, and our growth and financial condition may be adversely affected. For details, see
“— Industry Overview — Overview of Global Robotaxi Market — Comparison of Global L4
Robotaxi Companies” “Business — Competition,” and “Risk Factors — Risks Related to Our
General Operations — We operate and compete in highly competitive markets, facing
challenges from both current and future competitors. If we fail to commercialize our
technology on a large scale before our competitors, develop superior technology and products,
or compete effectively, we may lose our market share or fail to gain additional market share,
and our growth and financial condition may be adversely affected.”
SUMMARY
–1 6–


--- page 27 ---
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our historical financial
information for the Track Record Period, extracted from the Accountants’ Report set out in
Appendix I to this prospectus. The summary consolidated financial data set forth below should
be read together with, and is qualified in its entirety by reference to, the historical financial
information in this prospectus, including the related notes. Our consolidated financial
information was prepared in accordance with IFRS.
Summary of Consolidated Statements of Profit or Loss Data
The following table sets forth selected information from our consolidated statements of
profit or loss with line items in absolute amounts and as percentages of our revenue for the
years/periods presented.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Revenue
Product revenue /H1118/H1118/H1118/H1118337,717 64.0 54,190 13.5 87,710 12,244 24.3 21,045 14.0 69,281 9,671 34.7
Service revenue /H1118/H1118/H1118/H1118189,826 36.0 347,654 86.5 273,424 38,168 75.7 129,253 86.0 130,334 18,194 65.3
Total revenue /H1118/H1118/H1118/H1118/H1118/H1118527,543 100.0 401,844 100.0 361,134 50,412 100.0 150,298 100.0 199,615 27,865 100.0
Cost of revenue (1)
Cost of goods sold /H1118/H1118/H1118(192,523) (36.5) (34,138) (8.5) (71,716) (10,011) (19.9) (17,157) (11.4) (35,461) (4,950) (17.8)
Cost of services /H1118/H1118/H1118/H1118(102,475) (19.4) (184,230) (45.8) (178,703) (24,946) (49.5) (78,352) (52.1) (103,095) (14,392) (51.6)
Total cost of revenue /H1118/H1118/H1118(294,998) (55.9) (218,368) (54.3) (250,419) (34,957) (69.3) (95,509) (63.5) (138,556) (19,342) (69.4)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118232,545 44.1 183,476 45.7 110,715 15,455 30.7 54,789 36.5 61,059 8,523 30.6
Other net income /H1118/H1118/H1118/H1118/H111819,296 3.7 15,750 3.9 16,491 2,302 4.6 7,939 5.3 3,021 422 1.5
Research and development
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118(758,565) (143.8) (1,058,395) (263.4) (1,091,357) (152,348) (302.2) (517,210) (344.2) (644,635) (89,988) (322.9)
Administrative expenses (1) /H1118(237,236) (45.0) (625,369) (155.6) (1,138,802) (158,970) (315.3) (208,293) (138.6) (278,942) (38,939) (139.8)
Selling expenses (1) /H1118/H1118/H1118/H1118(23,574) (4.5) (41,447) (10.3) (53,566) (7,478) (14.8) (22,784) (15.2) (27,780) (3,878) (13.9)
Impairment loss on
receivables and contract
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,696) (2.2) (40,217) (10.0) (28,664) (4,001) (7.9) (13,424) (8.9) (2,800) (391) (1.4)
Operating loss /H1118/H1118/H1118/H1118/H1118(779,230) (147.7) (1,566,202) 389.7 (2,185,183) (305,040) (605.1) (698,983) (465.1) (890,077) (124,251) (445.9)
Net foreign exchange gain /H1118 20,209 3.8 7,052 1.8 27,880 3,892 7.7 4,659 3.1 5,629 786 2.8
Interest income /H1118/H1118/H1118/H1118/H111836,111 6.8 132,042 32.9 176,902 24,695 49.0 89,294 59.4 74,946 10,462 37.5
SUMMARY
–1 7–


--- page 28 ---
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Fair value changes of
financial assets at fair
value through profit or
loss (“ FVTPL ”) /H1118/H1118/H1118/H11187,731 1.5 42,960 10.7 (61,834) (8,632) (17.1) 4,503 3.0 23,154 3,232 11.6
Other finance costs /H1118/H1118/H1118/H1118(4,202) (0.8) (3,490) (0.9) (3,451) (482) (1.0) (1,356) (0.9) (3,292) (460) (1.6)
Inducement charges of
warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125,213) (23.7) – – ––––––––
Fair value changes of
financial liabilities
measured at FVTPL /H1118/H111825,308 4.8 (4,549) (1.1) ––––––––
Changes in the carrying
amounts of preferred
shares and other
financial instruments
subject to redemption
and other preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(479,210) (90.8) (554,048) (137.9) (465,254) (64,947) (128.8) (278,226) (185.1) – – –
Loss before taxation /H1118/H1118/H1118(1,298,496) (246.1) (1,946,235) 484.2 (2,510,940) (350,514) (695.3) (880,109) (585.6) (789,640) (110,231) (395.6)
Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (2,866) (0.7) (5,868) (819) (1.6) (1,591) (1.0) (1,877) (262) (0.9)
Loss for the year/period /H1118(1,298,496) (246.1) (1,949,101) 484.9 (2,516,808) (351,333) (696.9) (881,700) (586.6) (791,517) (110,493) (396.5)
Note:
(1) Share-based compensation expenses were allocated as follows:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Cost of revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (10,284) (7,161) (1,000) (3,021) – –
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(231,000) (440,138) (234,350) (32,714) (150,368) (86,386) (12,059)
Administrative expenses /H1118/H1118/H1118/H1118(89,978) (465,678) (937,660) (130,892) (133,328) (129,414) (18,065)
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,451) (15,684) (8,696) (1,214) (5,183) (3,722) (520)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(325,429) (931,784) (1,187,867) (165,820) (291,900) (219,522) (30,644)
SUMMARY
–1 8–


--- page 29 ---
Revenue
The following table sets forth the breakdown of our revenue by nature in absolute amount
and as a percentage of our total revenue for the years/periods presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Revenue:
Product revenue (1) /H1118/H1118337,717 64.0 54,190 13.5 87,710 12,244 24.3 21,045 14.0 69,281 9,671 34.7
Service revenue (2) /H1118/H1118189,826 36.0 347,654 86.5 273,424 38,168 75.7 129,253 86.0 130,334 18,194 65.3
Total Revenue /H1118/H1118/H1118/H1118/H1118527,543 100.0 401,844 100.0 361,134 50,412 100.0 150,298 100.0 199,615 27,865 100.0
Notes:
(1) Represents the sales of our L4 autonomous driving vehicles, mainly including our robobuses, robotaxis
and robosweepers and related sensor suites.
(2) Represents the provision of services, including L4 autonomous driving related operational and technical
support services, ADAS research and development services and intelligent data services.
For the years ended December 31, 2022, 2023 and 2024, our revenue was RMB527.5
million, RMB401.8 million and RMB361.1 million (US$50.4 million), respectively. For the six
months ended June 30, 2024 and 2025, our revenue was RMB150.3 million and RMB199.6
million (US$27.9 million), respectively.
Gross Profit and Gross Margin
The following table sets forth our gross profit and gross margin for the years/periods
presented:
For the Y ear Ended December 31,
For the Six Months Ended
June 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
margin
Gross
Profit
Gross
margin
Gross
Profit
Gross
Profit
Gross
margin
Gross
Profit
Gross
margin
Gross
Profit
Gross
Profit
Gross
margin
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Products /H1118/H1118145,194 43.0 20,052 37.0 15,994 2,233 18.2 3,888 18.5 33,820 4,721 48.8
Services /H1118/H1118/H111887,351 46.0 163,424 47.0 94,721 13,222 34.6 50,901 39.4 27,239 3,802 20.9
Total /H1118/H1118/H1118/H1118232,545 44.1 183,476 45.7 110,715 15,455 30.7 54,789 36.5 61,059 8,523 30.6
SUMMARY
–1 9–


--- page 30 ---
For the years ended December 31, 2022, 2023 and 2024, our gross profit was RMB232.5
million, RMB183.5 million and RMB110.7 million (US$15.5 million), respectively, and our
gross margin, which represents the proportion of revenues that exceeds cost of revenues, was
44.1%, 45.7% and 30.7%, respectively. For the six months ended June 30, 2024 and 2025, our
gross profit was RMB54.8 million and RMB61.1 million (US$8.5 million), respectively, and our
gross margin was 36.5% and 30.6%, respectively. The decrease from 2023 to 2024 was primarily
because of (i) the fluctuation of revenue mix with more products of lower profit margin, such as
robosweepers and robobuses, (ii) the sales strategy we adopted in 2024 involving certain pricing
adjustments we made based on factors such as inventory positions and order volumes, (iii) the
increased labor resources and cloud service fees for delivering ADAS research and development
services to Bosch, and (iv) relatively low profit margin from our enlarged intelligent data services
as we implemented strategic pricing to support market expansion for this new business initiative
and absorbed some of the costs associated with the trial period. The decrease from the six months
ended June 30, 2024 to the same period in 2025 was primarily due to (i) the customized R&D
services for Bosch with higher margin had been completed in late 2024 and (ii) revenue from
intelligent data service with relatively low margin increased in the first half of 2025. The
foregoing decrease in service gross margin was partially offset by an increase in margin from
product sales as we recorded write-down of carrying amounts of certain long-aging robosweepers
for the six months ended June 30, 2024, while there was no such write-down recognized for the
same period in 2025 as we did not notice a further decrease in the expected selling price as of
June 30, 2025, compared with the expected selling price in late 2024.
Loss for the Y ear/Period
The net loss fluctuated during the Track Record Period for the following reasons: Firstly,
we made substantial upfront investments in research and development, administrative, and
selling expenses to expedite the development and expansion of our business and technologies.
Notably, we offered a significant amount of share-based compensation to attract and retain key
personnel and employees. In 2022, 2023, and 2024 and the six months ended June 30, 2024 and
2025, our operating expenses reached RMB1,019.4 million, RMB1,725.2 million, RMB2,283.7
million (US$318.8 million), RMB748.3 million and RMB951.4 million (US$132.8 million),
respectively, including share-based compensation expenses of RMB325.4 million, RMB921.5
million, RMB1,180.7 million (US$164.8 million), RMB288.9 million and RMB219.5 million
(US$30.6 million) in the corresponding year/period. In addition, we recorded significant
amounts in changes in the carrying amounts of preferred shares and other financial instruments
subject to redemption and other preferential rights of RMB479.2 million, RMB554.0 million,
RMB465.3 million (US$65.0 million) and RMB278.2 million for the years ended December
31, 2022, 2023 and 2024 and the six months ended June 30, 2024, respectively. There were no
such changes in the carrying amounts of preferred shares and other financial instruments
subject to redemption and other preferential rights for the six months ended June 30, 2025
because the convertible preferred shares liabilities were converted to equity after our U.S. IPO
was completed in October 2024. Lastly, we did not generate sufficient revenue as both we and
our clients were confronted with a challenging macroeconomic environment during the Track
Record Period, as many potential clients, especially those who had planned to procure
robobuses, prioritized their budgets for other investments. For example, according to CIC, the
SUMMARY
–2 0–


--- page 31 ---
demand for public buses in China decreased by approximately 25% in 2023 and further
decreased by 8% in 2024, reflecting a significant decrease in bus procurement. This market
contraction directly affected the procurement schedules of potential customers and, in turn,
resulted in lower sales of our robobuses and related solutions during the same period. Our
revenue for the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025 was RMB527.5 million, RMB401.8 million, RMB361.1 million (US$50.4
million), RMB150.3 million and RMB199.6 million (US$27.9 million), respectively.
Summary of Consolidated Statements of Financial Position Data
The following table sets forth summary data from our consolidated statements of financial
position as of the dates presented:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB RMB RMB US$ RMB US$
(in thousands)
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,073,473 5,370,023 7,287,995 1,017,365 6,635,157 926,233
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118311,918 244,235 405,775 56,644 510,696 71,289
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,385,391 5,614,258 7,693,770 1,074,009 7,145,853 997,522
Total (deficit)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,082,116) (3,051,918) 7,066,019 986,378 6,463,756 902,305
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,379,407 8,591,413 542,489 75,729 601,280 83,936
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,100 74,763 85,262 11,902 80,817 11,281
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,467,507 8,666,176 627,751 87,631 682,097 95,217
Net current (liabilities)/ assets /H1118/H1118/H1118/H1118(2,305,934) (3,221,390) 6,745,506 941,636 6,033,877 842,297
Total equity and liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11185,385,391 5,614,258 7,693,770 1,074,009 7,145,853 997,522
We recorded net liabilities of RMB2,082.1 million and RMB3,051.9 million as of
December 31, 2022 and 2023, and net assets of RMB7,066.0 million (US$986.4 million) as of
December 31, 2024. The fluctuations during 2022 and 2023 were primarily due to our Group’s
loss for the year. The change from net liabilities to net assets position during 2024 was
primarily due to (i) proceeds from the issuance of Class A Ordinary Shares in relation to our
U.S. IPO, and (ii) the conversion of preferred shares and other financial instruments subject to
redemption and other preferential rights, partially offset by loss for the year. Our net assets
decreased from RMB7,066.0 million as of December 31, 2024 to RMB6,463.8 million
(US$902.3 million) as of June 30, 2025, which was mainly due to (i) losses for the period of
RMB791.5 million, and (ii) withholding of vested restricted share units to satisfy income tax
requirements upon settlement of vested restricted share units for the period amounting to
RMB50.8 million, partially offset by (i) share-based compensation expenses of RMB219.5
million, and (ii) issuance of Class A Ordinary Shares upon the exercise of share options of
RMB49.7 million.
SUMMARY
–2 1–


--- page 32 ---
Our net current liabilities increased by 39.7% from RMB2,305.9 million as of December
31, 2022 to RMB3,221.4 million as of December 31, 2023, primarily due to (i) an increase in
preferred shares and other financial instruments subject to redemption and other preferential
rights, (ii) a decrease in financial liabilities measured at FVTPL, and (iii) a decrease in cash,
partially offset by an increase in time deposits.
We recorded net current assets of RMB6,745.5 million (US$941.6 million) as of
December 31, 2024, as compared to net current liabilities of RMB3,221.4 million as of
December 31, 2023. The significant change in our net current position was primarily due to the
proceeds from our U.S. IPO and the conversion of preferred shares and other financial
instruments subject to redemption and other preferential rights into equity following our U.S.
IPO.
Our net current assets remained relatively stable from RMB6,745.5 million (US$941.6
million) as of December 31, 2024 to RMB6,033.9 million (US$842.3 million) as of June 30,
2025.
As of June 30, 2025, we had RMB4,087.9 million (US$570.6 million) in cash and cash
equivalents and time deposits, RMB1,735.3 million (US$242.2 million) in investments in
wealth management products, which were included in financial assets measured at fair value
through profit or loss, and RMB15.4 million (US$2.1 million) in restricted cash.
Our Group’s investments in wealth management products after the Listing will be subject
to compliance with Chapter 14 of the Listing Rules. We are committed to maintaining the
highest standards of corporate governance and transparency in all our investment activities, as
we believe these measures not only protect our company’s assets but also build trust with our
stakeholders.
See “Financial Information — Discussion of Selected Items from the Consolidated
Statements of Financial Position — Current Assets and Liabilities.”
SUMMARY
–2 2–


--- page 33 ---
Summary of Consolidated Statements of Cash Flows Data
The following table sets forth the movements of our cash flows for the years/periods
presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Net cash used in operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(670,381) (474,890) (593,595) (82,863) (327,180) (663,396) (92,606)
Net cash (used in)/generated
from investing activities /H1118/H1118(2,202,414) (546,944) 325,505 45,439 453,236 218,699 30,529
Net cash generated from/(used
in) financing activities /H1118/H1118/H11182,184,588 446,954 2,823,875 394,198 (8,877) 3,899 544
Net (decrease)/increase in
cash and cash equivalents /H1118/H1118(688,207) (574,880) 2,555,785 356,774 117,179 (440,798) (61,533)
Cash and cash equivalents as
of January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,725,568 2,233,691 1,661,152 231,888 1,661,152 4,268,300 595,832
Effect of foreign exchange
rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118196,330 2,341 51,363 7,170 50,612 8,635 1,205
Cash and cash equivalents as
of December 31/June 30 /H1118/H11182,233,691 1,661,152 4,268,300 595,832 1,828,943 3,836,137 535,504
We recorded net cash outflows from operating activities of RMB670.4 million,
RMB474.9 million, RMB593.6 million (US$82.9 million), RMB327.2 million and RMB663.4
million (US$92.6 million) for the years ended December 31, 2022, 2023 and 2024 and for the
six months ended June 30, 2024 and 2025, respectively, primarily attributable to our loss before
taxation as we incurred significant research and development expenses to support ongoing
upgrades and innovations in our technological capabilities.
Our cash burn rate refers to the average monthly aggregate amount of (i) net cash used
in operating activities, (ii) payments for purchase of property and equipment, (iii) payments for
purchase of intangible assets, (iv) payment of capital element of lease liabilities, and (v)
payment of interest element of lease liabilities.
Our historical cash burn rate was RMB65.9 million, RMB46.1 million, RMB60.5 million,
RMB64.5 million, and RMB137.7 million (US$19.2 million) for the years ended December 31,
2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively, which
was mainly due to our investment in R&D activities. The total cash used during the Track
Record Period in relation to the historical cash burn rate was RMB2,896.6 million (US$404.3
million). The increase in the cash burn rate from the year ended December 31, 2024 to the six
SUMMARY
–2 3–


--- page 34 ---
months ended June 30, 2025 was primarily attributable to the increase in purchase of vehicle
inventories in anticipation of foreseeable purchase orders, and an increase in purchase of
property and equipment for R&D activities. We had cash, cash equivalents and time deposits
of RMB4,087.9 million (US$570.6 million), current financial assets at FVTPL of RMB1,735.3
million (US$242.2 million) and unutilized banking facilities of RMB147.8 million (US$20.6
million) as of June 30, 2025. All our time deposits and current financial assets at FVTPL
mature within three months, except for the large-denomination certificates of deposit which
have a one-year term and are transferable through bank-designated channels at a price mutually
agreed upon by the buyer and seller, generally within a price range suggested by the bank. The
terms of such large-denomination certificates of deposit also allow for early redemption, either
in part or in full, with interest accruing at the demand deposit rate based on the actual holding
period.
We estimate that we will receive net proceeds of approximately HK$2,932.1 million
(equivalent to approximately RMB2,678.9 million) after deducting the underwriting fees and
expenses payable by us in the Global Offering, assuming that the Over-allotment Option is not
exercised and based on the maximum Public Offer Price of HK$35.0 per Offer Share.
Assuming that the average cash burn rate going forward will be RMB120.0 million, based on
the underlying assumptions that (i) we will increase our investment in research and
development and recruit more engineers and technical talents to maintain our technological
advantage; (ii) we do not expect substantial capital investment; and (iii) we do not expect
significant acquisitions of fixed assets, we estimate that our cash and cash equivalents, time
deposits and current financial assets at FVTPL will be able to maintain our financial viability
for approximately 50 months (from June 30, 2025 to August 31, 2029) or, if we take into
account 10% of the estimated net proceeds from the Global Offering (namely, the portion
allocated for our working capital and other general purposes), approximately 52 months or, if
we take into account 100% of the estimated net proceeds from the Global Offering, for
approximately 72 months.
We will continue to monitor our cash flows from operations closely and maintain our
financial viability through a variety of means, including, among others, banking facilities and
external financings. See “Financial Information — Indebtedness.”
Financial and Operational Performance
During the Track Record Period, we achieved strong growth in both financial and
operational metrics, driven by the accelerated commercialization of our L4 autonomous driving
solutions and continued global expansion.
We were the second largest company globally for L4 and above autonomous driving on
city roads in terms of revenue in 2024, with a 21.8% market share, according to CIC. Our
revenue reached RMB527.5 million, RMB401.8 million and RMB361.1 million (US$50.4
million) in 2022, 2023 and 2024, respectively, and increased by 32.8% from RMB150.3 million
for the six months ended June 30, 2024 to RMB199.6 million (US$27.9 million) for the same
period in 2025.
SUMMARY
–2 4–


--- page 35 ---
Beyond financial metrics, we have also demonstrated high business growth through
growing customer base and rapid global expansion. Our customer base expanded from 21 in
2022 to 91 in 2024. During the same period, we expanded our testing and commercial activities
from five countries in 2022 to eight countries in 2024, and further to ten countries as of June
30, 2025. According to CIC, we are the first autonomous driving company in the world with
products operating and testing in over 11 countries, and the only autonomous driving company
in the world whose vehicles have obtained test permits in seven countries, namely, Belgium,
China, the United States, the UAE, Singapore, France, and Saudi Arabia, underscoring our
global leadership and scalability.
RISK FACTORS
We are a Specialist Technology Company seeking to list on the Main Board of the Stock
Exchange under Chapter 18C of the Listing Rules. We believe there are certain risks and
uncertainties involved in our operations, some of which are beyond our control. If any of such
risks and uncertainties materializes, the market price of our Shares could decline, and you may
lose all or part of your investments. See “Risk Factors” for details of our risk factors, which
we urge you to read in full before making an investment in our Shares. Some of the major risks
we face include:
 We are a company with a limited operating history and financial track record in the
emerging and fast-evolving autonomous driving industry, which involves significant
risks and uncertainties.
 We are making, and expect to continue to make in the foreseeable future, substantial
investments in developing new offerings and technologies. These new initiatives are
inherently risky, and we may not realize the expected benefits from them.
 We have only recently started to generate revenue and have a history of net losses
and operating cash outflow as well as net current liabilities and deficit during the
Track Record Period. There is no assurance that we will become or subsequently
remain profitable.
 Autonomous driving technology is an emerging technology, and we face significant
challenges to develop and commercialize our technology. Our technology may not
perform as well as we expect or may take us longer to commercialize than is
currently projected.
SUMMARY
–2 5–


--- page 36 ---
 Our business model has yet to be tested, and any failure to commercialize our
strategic plans, technologies, products or services would have an adverse effect on
our operating results and business.
 We cooperate with a large number of business partners, including, among others,
OEMs, Tier 1 suppliers, logistics and urban service providers, and others.
Collaboration with third parties subjects us to risks.
 Our customers’ ability to make payments may be negatively impacted by the
economic downturns, leading to longer payment cycles and increased difficulties in
collecting receivables, which poses a risk to our cash flow and overall liquidity.
 We operate and compete in highly competitive markets, facing challenges from both
current and future competitors. If we fail to commercialize our technology on a large
scale before our competitors, develop superior technology and products, or compete
effectively, we may lose our market share or fail to gain additional market share, and
our growth and financial condition may be adversely affected.
 Our operations are subject to extensive and evolving governmental regulations and
may be adversely affected by changes in automotive safety regulations that could
impose substantial costs, legal prohibitions or unfavorable changes upon our
operations, and we may incur material liabilities under, or costs in order to comply
with, existing or future laws and regulations.
 Our expansion into new geographical areas and jurisdictions involves inherent risks,
which may adversely affect our business and results of operations.
 The current tensions in international trade and rising political tensions, particularly
between the U.S. and China, the U.S. and the European Union, or the European
Union and China may adversely impact our business, financial condition, and results
of operations.
 The concentration of our Share’s voting power limited our Shareholders’ ability to
influence corporate matters.
WVR STRUCTURE AND WVR BENEFICIARIES
Our Company has a WVR structure. Under the current WVR structure, our Company’s
share capital comprises Class A Ordinary Shares and Class B Ordinary Shares. Each Class A
Ordinary Share entitles the holder to exercise one vote, and each Class B Ordinary Share
currently entitles the holder to exercise 40 votes on any resolution tabled at our Company’s
general meetings, except for resolutions with respect to the Reserved Matters in relation to which
each Share is entitled to one vote. We have obtained irrevocable undertaking from our WVR
Beneficiaries that they shall, and shall procure the intermediary entities holding the Class B
Ordinary Shares controlled by them, to exercise ten votes for each Class B Ordinary Share on any
SUMMARY
–2 6–


--- page 37 ---
resolution tabled at any general meeting of our Company after the Listing and before the Articles
of Association are formally amended to incorporate the Unmet Articles Requirements except for
the purpose of passing the Amendment Resolutions at the Full Shareholders’ Meeting for which
each of our WVR Beneficiaries will exercise 40 votes for each Class B Ordinary Share as referred
to in “Waivers and Exemption — Requirements Relating to the Articles of Association.” See
“Share Capital — WVR Structure” for further details.
Immediately following the completion of the Global Offering, our WVR Beneficiaries
will be Dr. Han and Dr. Li. Assuming that the Over-allotment Option is not exercised and no
further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan, Dr. Han will
beneficially own and control, through his intermediary entities, 41,249,590 Class B Ordinary
Shares, and Dr. Li will beneficially own and control, through his intermediary entities,
27,129,666 Class A Ordinary Shares and 13,564,833 Class B Ordinary Shares, in aggregate
representing approximately (i) 7.98% of the total issued share capital of our Company, (ii)
10.00% of the economic interest in our Company taking into account their vested share options
granted under the 2018 Share Plan, (iii) 70.15% of the voting rights in our 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 40 votes, (iv) 7.98% of the voting rights in our
Company with respect to Shareholder resolutions relating to the Reserved Matters on the basis
that each Share entitles the holder to exercise one vote, and (v) 37.85% of the voting rights in
our 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 assuming that the exercise of voting right attached to each Class B Ordinary Share
will be capped at ten votes. See “Share Capital — WVR Beneficiaries” for further details.
Our Company adopted the WVR structure to enable our WVR Beneficiaries to exercise
voting control over our Company notwithstanding that our WVR Beneficiaries do not hold a
majority economic interest in the issued share capital of our Company. This will enable our
Company to benefit from the continuing vision and leadership of our WVR Beneficiaries who
will control our Company with a view to its long-term prospects and strategy. We believe we
satisfy the suitability requirement of being an innovative company as defined in paragraph 4
of Chapter 2.2 of the Guide for New Listing Applicants. We believe our success is attributable
to our advanced autonomous driving technology and innovative business model. See “Business
— Innovative Company” for further details.
Prospective investors are advised to be aware of the potential risks of investing in our
Company with a WVR structure, in particular that the interests of our WVR Beneficiaries may
not always be aligned with those of our Shareholders as a whole, and that our WVR
Beneficiaries will be in a position to exert significant influence over the affairs of our Company
and the outcome of Shareholder resolutions. Prospective investors should make the decision to
invest in our Company only after due and careful consideration. See “Risk Factors — Risks
Related to Our WVR Structure” for further details of the risks associated with the WVR
structure of our Company.
SUMMARY
–2 7–


--- page 38 ---
OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
As of the Latest Practicable Date, Dr. Han, through XHL and THL, is interested in
41,249,590 Class B Ordinary Shares, representing approximately (i) 4.40% of the total issued
share capital of our Company, and (ii) 53.64% of the voting rights in our Company 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 40 votes.
Immediately following the completion of the Global Offering (assuming that the
Over-allotment Option is not exercised and no further Class A Ordinary Shares are allotted and
issued under the 2018 Share Plan), Dr. Han, through XHL and THL, will be interested in
41,249,590 Class B Ordinary Shares, representing approximately (i) 4.02% of the total issued
share capital of our Company, (ii) 52.14% of the voting rights in our 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 40 votes, (iii) 4.02% of the voting rights in our Company
with respect to Shareholder resolutions relating to the Reserved Matters on the basis that each
Share entitles the holder to exercise one vote, and (iv) 27.14% of the voting rights in our
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 assuming that the exercise of voting right attached to each Class B Ordinary Share will be
capped at ten votes. Dr. Han irrevocably undertakes to our Company that he shall procure XHL
and THL to exercise ten votes for each Class B Ordinary Share of which they are the holders
at any general meeting of our Company after the Listing and before the Articles of Association
are formally amended. See “Waivers and Exemption — Requirements Relating to the Articles
of Association” for further details. Accordingly, Dr. Han, XHL, and THL will constitute our
single largest group of Shareholders after the Listing. See “Relationship with Our Single
Largest Group of Shareholders” for further details.
OUR INVESTORS BEFORE THE NASDAQ LISTING
From incorporation to our initial public offering on Nasdaq, our Company completed six
rounds of investments from investors with diverse backgrounds, including Qiming and Alliance
V entures as our Pathfinder SIIs holding in aggregate approximately 15.3% and 16.2% of the
total issued share capital of our Company as of the date of submission of our application for
the Listing and the commencement date of the 12-month pre-application period, respectively.
Our investors, including our Pathfinder SIIs, were subject to a lock-up requirement that expired
180 days after the pricing of the Nasdaq listing (i.e., April 22, 2025) which fulfills the lock-up
requirements under paragraph 6 of Chapter 2.2 of the Guide and Rule 18C.14(2) of the Listing
Rules. The aggregate net proceeds from such investments amounted to approximately US$1.6
billion. We utilized the net proceeds from such investments for working capital and general
corporate purposes in connection with our business. As of the Latest Practicable Date,
approximately 54% of the net proceeds from such investments had been utilized. See “History,
Development and Corporate Structure — Our Investors before the Nasdaq Listing” for further
details of our investors, including our Pathfinder SIIs, before the Nasdaq Listing.
SUMMARY
–2 8–


--- page 39 ---
ARTICLES OF ASSOCIATION
As we are seeking a dual primary listing as an issuer with a WVR structure, we are subject
to (i) certain shareholder protection measures and governance safeguards under Chapter 8A of
the Listing Rules, including Rule 8A.44 of the Listing Rules which requires our WVR structure
to give force to the requirements of certain rules in Chapter 8A of the Listing Rules by
incorporating them into the Articles of Association, and (ii) the core shareholder protection
standards set out in Appendix A1 to the Listing Rules (collectively, the Listing Rules Articles
Requirements). The Articles of Association currently do not comply with some of the Listing
Rules Articles Requirements, and we irrevocably undertake to put forth resolutions to amend
the Articles of Association to comply with these requirements at the Post-Listing GM.
Dr. Han and Dr. Li, as our WVR Beneficiaries, irrevocably undertake to our Company to
procure such intermediaries holding the Shares held or controlled by them, and Dr. Hua Zhong
irrevocably undertakes, to be present at the Post-Listing GM (whether in person or by proxy)
and any general meeting and class meeting after the Listing until all Amendment Resolutions
are approved by our Shareholders, and to vote in favor of the Amendment Resolutions.
Furthermore, we irrevocably undertake to seek Shareholders’ approval to amend the
Articles of Association to incorporate the Termination of Special Rights, the Quorum
Requirement, the GM Postponement Requirement, the Overriding Compliance Requirement,
and the Forum Selection Clarification into the Articles of Association at the Post-Listing GM.
See “Waivers and Exemption — Requirements Relating to the Articles of Association” for
further details.
Our Company, each of our WVR Beneficiaries and of our Directors irrevocably undertake
to the Stock Exchange that he or she or it will comply with the Unmet Listing Rules Articles
Requirements, the Termination of Special Rights, the Quorum Requirement, the GM
Postponement Requirement, the Overriding Compliance Requirement, and the Forum Selection
Clarification upon the Listing and before the Articles of Association are formally amended to
incorporate the Unmet Articles Requirements (the Undertaking for Interim Compliance),
except for the following:
(i) paragraph 15 of Appendix A1 to the Listing Rules such that, prior to the Articles of
Association being amended, the threshold for passing any resolution for the
Amendment Resolutions in a separate class meeting will be approval by holders of
at least two-thirds of the issued shares of that class, at a class meeting, in accordance
with Article 18 of the Articles of Association;
(ii) Rules 8A.24(1) and (2) of the Listing Rules such that, prior to the Articles of
Association being amended, weighted voting rights would apply in connection with
passing the Amendment Resolutions; and
SUMMARY
–2 9–


--- page 40 ---
(iii) paragraph 16 of Appendix A1 to the Listing Rules such that, prior to the Articles of
Association being amended, the threshold for passing any special resolution for the
Amendment Resolutions will be approval by members holding not less than
two-thirds of the voting rights of those present and voting in person or by proxy at
the general meeting in accordance with Article 158 of the Articles of Association.
For the avoidance of doubt, the exceptions set out in sub-paragraphs (i) to (iii) above are
only applicable to the passing of the Amendment Resolutions, and our Company irrevocably
undertakes to the Stock Exchange to comply with the requirements under the Listing Rules for
passing any resolution at a separate class meeting and a general meeting after the Listing (other
than the Amendment Resolutions), and if the Class-based Resolution is not passed at the
Post-Listing GM, the Undertaking for Interim Compliance will remain valid until the
Class-based Resolution is passed.
Accordingly, after the Listing and before the Articles of Association are formally
amended, the threshold for passing any resolution in a separate class meeting will be approval
by holders of at least three-fourth of the issued shares of that class, except for passing the
Amendment Resolutions, in which case the threshold will be approval by holders of at least
two-thirds of the issued shares of that class in accordance with Article 18 of the Articles of
Association. Moreover, subject to the foregoing, the threshold for passing any resolution for
amendments to the Articles of Association will be the approval by members holding not less
than three-fourths of the voting rights (on non-weighted voting rights basis) of those present
and voting in person or by proxy at the general meeting, except for passing the Amendment
Resolutions, in which case the threshold will be approval by members holding not less than
two-thirds of the voting rights of those present and voting in person or by proxy at the general
meeting in accordance with Article 158 of the Articles of Association. We will announce the
results in favor of these resolutions only if the above thresholds are met. Furthermore, our
Company confirms that the application of weighted voting rights to passing the Amendment
Resolutions at the full Shareholders’ meeting where all Shareholders may vote as a single class
complies with the Articles of Association and applicable laws and regulations, and is in the
interest of Shareholder protection and for the compliance with the Listing Rules.
See “Waivers and Exemption — Requirements Relating to the Articles of Association”
and “Share Capital — WVR Structure” for further details.
SUMMARY
–3 0–


--- page 41 ---
KEY OPERATING DATA
The table below sets forth key metrics related to the overall operations of our L4
autonomous driving vehicles.
Metrics (Cumulative)
As of December 31 As of June 30
2022 2023 2024 2024 2025
Countries with testing and commercial
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185587 1 0
Countries where we hold autonomous
driving permits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824445
Fleet size (1) of vehicles sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156 178 269 191 341
Fleet size of self-operated vehicles /H1118/H1118/H1118/H1118/H1118/H1118383 476 820 614 973
Note:
(1) “Fleet size” refers to the number of L4 and above vehicles, and is frequently used as an industry
benchmark, according to CIC. It includes both (i) the accumulated sales volume and (ii) the current size
for self-operated L4 and above vehicles.
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios for the years/periods and
as of the dates presented.
As of/Y ear Ended December 31,
As of/Six
Months Ended
June 30,
2022 2023 2024 2025
Gross margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.1% 45.7% 30.7% 30.6%
R&D expenditure ratio (1) /H1118/H1118 74.5% 61.3% 47.8% 67.8%
Current ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.69 0.63 13.43 11.04
Notes:
(1) R&D expenditure ratio is calculated by dividing the R&D expenditure by the total operating expenditure
for the years/periods presented, which consisted of research and development expenses, administrative
expenses and selling expenses, adjusted by adding back intangible assets acquired from third parties for
R&D activities, and deducting amortization expense of intangible assets included in R&D expenses.
See “— R&D Expenditure and Total Operating Expenditure” for details.
(2) Current ratio is calculated based on total current assets divided by total current liabilities as of the dates
presented.
SUMMARY
–3 1–


--- page 42 ---
OFFERING STATISTICS
Based on the indicative
offer price per Offer Share
of HK$35.0 for both the
Hong Kong Public Offering
and the International Offering
Our market capitalization (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$35,931.6 million
Unaudited pro forma adjusted net tangible assets
per Share (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$9.73
Notes:
(1) The calculation of market capitalization is based on 1,026,616,330 Shares expected to be in issue
immediately upon completion of the Global Offering, comprising (i) 938,366,330 Shares issued and
outstanding as of the Latest Practicable Date, and (ii) 88,250,000 Offer Shares to be issued under the
Global Offering, assuming that the Over-allotment Option is not exercised and no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan.
(2) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the
adjustments referred to in the preceding paragraphs and on the basis that 1,024,878,512 Shares (take into
account (i) 922,584,569 Shares issued and outstanding as of June 30, 2025, (ii) 14,043,943 restricted
share units vested but not yet issued as at June 30, 2025, and (iii) 88,250,000 Offer Shares under the
Global Offering, but (iv) disregarding 24,019,578 Shares issued to our depositary bank to be used to
settle vested RSUs and share options as of June 30, 2025) were in issue immediately following the
completion of the Global Offering, and does not take into account any Shares which may be issued upon
the exercise of the Over-allotment Option, vesting of restricted share units or exercise of share options
pursuant to the 2018 Share Plan or any Shares which may be issued or repurchased by the Company after
June 30, 2025.
LISTING EXPENSES
Listing expenses include professional fees, underwriting commission, and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately HK$156.7 million, representing approximately 5.07% of the gross proceeds
from the Global Offering (based on the maximum Public Offer Price of HK$35.0 per Offer
Share), which consist of (i) underwriting-related expenses (including but not limited to
commissions and fees) of approximately HK$108.4 million, and (ii) non-underwriting-related
expenses of approximately HK$48.3 million, including (a) fees and expenses of legal advisers
and accountants of approximately HK$31.0 million, and (b) other fees and expenses of
approximately HK$17.3 million. HK$105.5 million of the listing expenses which is directly
attributable to the issue of our Shares to the public in the Global Offering is expected to be
recognized directly as a deduction from equity upon the Listing, HK$33.8 million has been
charged to profit or loss during Track Record Period, and the remaining amount of HK$17.4
million of the listing expenses is expected to be expensed prior to the Listing.
SUMMARY
–3 2–


--- page 43 ---
APPLICATION FOR LISTING OF CLASS A ORDINARY SHARES ON THE STOCK
EXCHANGE
Our ADSs, each represents three Class A Ordinary Shares, are listed on Nasdaq under the
symbol “WRD.” We have applied to the Stock Exchange for a dual primary listing of our Class
A Ordinary Shares on the Stock Exchange as a Specialist Technology Company with WVR
structure under Chapters 8A and 18C of the Listing Rules.
We have accordingly applied to the Stock Exchange for the listing of, and permission to
deal in, (i) the Class A Ordinary Shares in issue and to be issued pursuant to the Global
Offering (including the additional Class A Ordinary Shares which may be issued pursuant to
the exercise of the Over-allotment Option), (ii) the Class A Ordinary Shares to be issued under
the 2018 Share Plan, and (iii) the Class A Ordinary Shares which are issuable upon conversion
of the Class B Ordinary Shares on a one-to-one basis, on the basis that, among others, we
satisfy (i) the requirements under Chapter 8A of the Listing Rules as an issuer with a WVR
structure (except for the requirement relating to our expected market capitalization at the time
of the Listing, in respect of which the Stock Exchange has granted us a waiver, the details of
which are set out in “Waivers and Exemption — Market Capitalization of Issuers with WVR
Structures”), and (ii) the requirements under Rule 18C.03 of the Listing Rules as a Commercial
Company with reference to our expected market capitalization at the time of listing, which,
based on the maximum Public Offer Price, exceeds HK$6 billion.
DIVIDEND AND DIVIDEND POLICY
During the Track Record Period, we did not pay or declare any dividend. According to our
dividend policy, the Articles of Association and applicable laws and regulations, the
determination to pay dividends will be made at the discretion of our Directors and will depend
upon, among others, the financial results, cash flow, business conditions and strategies, future
operations and earnings, capital requirements and expenditure plans, any restrictions on
payment of dividends, and other factors that our Directors may consider relevant. We do not
have a pre-determined dividend payout ratio. We will continue to re-evaluate our dividend
policy in light of our financial condition and the prevailing economic environment.
As advised by our Cayman legal advisors, we are a holding company incorporated under
the laws of the Cayman Islands, pursuant to which, the financial position of accumulated losses
does not prohibit us from declaring and paying dividends to our Shareholders, as dividends
may still be declared and paid out of our share premium account notwithstanding our
profitability, provided that our Company satisfies the solvency test set out in the Cayman
Companies Act.
SUMMARY
–3 3–


--- page 44 ---
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$2,932.1 million, after deducting the underwriting commissions and estimated expenses
paid or payable by us in connection with the Global Offering and based upon an indicative offer
price of HK$35.0 per Offer Share for both the Hong Kong Public Offering and the International
Offering, and assuming that the Over-allotment Option is not exercised.
In line with our strategies, we intend to apply the net proceeds from the Global Offering
for the following purposes and in the amounts set forth below:
 Approximately 40.0% of the net proceeds, or HK$1,172.8 million, will be used to
develop our autonomous driving technology stack, including infrastructure and core
capabilities, data, autonomous driving technology solutions, and an operations
platform:
/H11568approximately 20.0% of the net proceeds, or HK$586.4 million, will be used
for the R&D and enhancement of our infrastructure and core capabilities,
including our collaborative distributed model, cloud-native development
platform and an expansive suite of tools for simulation, incident analysis, and
data analytics, among others, to consistently support the upgrade of our
autonomous driving solutions and broader AI applications.
/H11568approximately 20.0% of the net proceeds, or HK$586.4 million, will be used
for the R&D and enhancement of our data quality and autonomous driving
technology solutions, including HD mapping and mapless solutions, AI
models, hybrid architecture, and world simulator, as well as our unified
operations platform.
 Approximately 40.0% of the net proceeds, or HK$1,172.8 million, will be used to
accelerate the commercial mass production and/or the operation of our L4 fleets, to
improve the quality of our autonomous driving products and solutions and expand
our business scale over the next five years:
/H11568approximately 18.0% of the net proceeds, or HK$527.8 million, will be used
for the scaling up of our robotaxi commercialization and ride-hailing services,
to improve operational service capabilities.
/H11568approximately 12.0% of the net proceeds, or HK$351.8 million, will be used
to advance the commercial production and operation of our robobuses,
robovans and robosweepers.
/H11568approximately 10.0% of the net proceeds, or HK$293.2 million, will be used
to co-develop and distribute ADAS with strategic partners, Bosch and explore
more partnership opportunities for ADAS.
SUMMARY
–3 4–


--- page 45 ---
 Approximately 10.0% of the net proceeds, or HK$293.2 million, will be used to
establish marketing teams and branches necessary for us to expand into existing
markets and additional markets, as well as to invest in marketing activities over the
next five years:
/H11568approximately 5.0% of the net proceeds, or HK$146.6 million, will be used to
further expand our overseas business.
/H11568approximately 5.0% of the net proceeds, or HK$146.6 million, will be used to
promote ongoing marketing activities in China to support our branding,
negotiation of partnership opportunities.
 Approximately 10.0% of the net proceeds, or HK$293.3 million, will be used for
working capital and general corporate purposes.
For more details, see “Future Plans and Use of Proceeds.”
RECENT DEVELOPMENT
Continued Business and Revenue Growth
Since June 30, 2025, we have continued to steadily expand our business. According to our
unaudited management accounts, we recorded higher revenue for the three months ended
September 30, 2025 compared to the three months ended June 30, 2025. This growth was
driven by an increase in both product revenue and service revenue.
Please note that the above information is prepared based on our unaudited management
accounts, which are preliminary in nature and may be subject to change. See “Financial
Information — Material Accounting Policies,” “Risk Factors — Risks Related to the
Commercialization of Our Products and Technologies and Risks Related to Our Financial
Condition and Need for Additional Capital” and “Forward-Looking Statements.
Continued International Expansion
In April 2025, we announced that we are integrating our autonomous robotaxis into
Dubai’s public transportation system through a partnership with Dubai’s Road and Transport
Authority and Uber, which was formalized via a memorandum of understanding signed in
March 2025. This latest launch in Dubai follows our successful robotaxi launch in Abu Dhabi
in 2021, positioning us as a key player in autonomous mobility technology services in the
Middle East. It also marks the second city in the region where we are collaborating with Uber
to bring cutting-edge autonomous mobility solutions to the public. This collaboration
represents a significant milestone in our mission to make autonomous mobility a global reality,
reinforcing our position as a partner of choice in bringing innovative technology closer to
people.
SUMMARY
–3 5–


--- page 46 ---
In May 2025, we and Uber announced a significant expansion of our previously
announced strategic partnership, adding 15 additional cities globally over the next five years,
including in Europe.
In June 2025, we announced that we are partnering with Renault Group for the second
consecutive year, to provide a L4 autonomous minibus shuttle service during the 2025 Grand
Slam tournament on the iconic clay courts.
In July 2025, our robotaxi was granted Saudi Arabia’s first robotaxi autonomous driving
permit.
In August 2025, we and Grab, Southeast Asia’s leading superapp, announced a strategic
partnership between us to accelerate the deployment and commercialization of L4 robotaxis in
Southeast Asia, and reflects a shared vision to seamlessly integrate WeRide vehicles into
Grab’s network to enhance service level.
In September 2025, our robobus was granted Belgium’s first federal test permit for a
Level 4 autonomous shuttle, making us the only technology company in the world with
products holding autonomous driving permits in seven countries: Belgium, China, France, the
UAE, Saudi Arabia, Singapore, and the U.S.
Commitment to Equity Investment
Uber has committed to an equity investment of US$100 million, in addition to its existing
investment, in our company as part of the recently announced expanded cooperation. This
investment is expected to be called by us and completed by the fourth quarter of 2025, with
closing subject to customary conditions, unless extended at our option. Uber will invest at a
price based on the volume-weighted average price of our ADSs prior to the closing.
Additionally, Grab has committed to a strategic equity investment in our company as part of
the recently announced strategic partnership.
Potential Regulatory Development
Chinese government may increase its scrutiny over the use of proceeds raised by domestic
companies from Hong Kong share sales or their overseas investment. When we repatriate funds
to the PRC from overseas financing activities, we may be required to complete certain filing
or approval procedures to transfer funds out of the PRC for purposes such as investment,
acquisition, or other capital account activities. Such requirements may negatively affect our
ability to pursue overseas expansion.
SUMMARY
–3 6–


--- page 47 ---
Continued Net Loss
We expect to record net loss in 2025 primarily due to anticipated increases in our research
and development expenses and selling expenses. We expect our research and development
expenses to increase in 2025 as we continue to expand our R&D team and invest in developing
new technologies, products and solutions. We also expect our selling expenses to increase in
absolute amount in 2025, as we continue accelerating market entry and global expansion
through both zero-to-one expansion into new geographies and scaling in new markets once we
have established operations. We may incur net loss, considering the initial fixed investments
and preparation for scaled commercialization when entering new markets. See “Financial
Information — Description of Key Components of Results of Operations — Operating
Expenses” for more details.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that there has been no material adverse change in our
financial or trading position or prospects since June 30, 2025, being the end date of our latest
historical financial information set out in the Accountants’ Report included in Appendix I to
this prospectus, and up to the date of this prospectus.
SUMMARY
–3 7–


--- page 48 ---
In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain other terms are explained in
“Glossary of Technical Terms.”
“2018 Share Plan” the 2018 share plan adopted by our Company in June
2018 and amended and restated in July 2024, a summary
of which is set out in “Appendix IV — Statutory and
General Information — D. 2018 Share Plan”
“Accountants’ Report” the accountants’ report of our Group set out in Appendix
I to this prospectus
“ADS(s)” American Depositary Share(s) issued by the Depositary
pursuant to the Deposit Agreement in respect of our Class
A Ordinary Shares, each ADS representing three Class A
Ordinary Shares on deposit with the Custodian
“affiliate(s)” with respect to any specified person, means any other
person, directly or indirectly, controlling or controlled by
or under direct or indirect common control with such
specified person
“AFRC” Accounting and Financial Reporting Council of Hong
Kong
“Articles” or “Articles of
Association”
the eighth amended and restated articles of association of
our Company adopted by special resolution on July 26,
2024 with effect from October 28, 2024, a summary of
which is set out in “Appendix III — Summary of the
Constitution of Our Company and Cayman Company
Laws”
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” audit committee of our Board
“Board” or “Board of Directors” board of Directors of our Company
“Business Day” a day (other than a Saturday, Sunday or public holiday in
Hong Kong) on which banks in Hong Kong are generally
open for normal business to the public
“BVI” British Virgin Islands
DEFINITIONS
–3 8–


--- page 49 ---
“Capital Market Intermediaries” the capital market intermediaries named in “Directors
and Parties Involved in the Global Offering”
“Cayman Companies Act” the Companies Act (As Revised) of the Cayman Islands,
as amended, supplemented or otherwise modified from
time to time
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“CEO” the chief executive officer of our Group
“CFO” the chief financial officer of our Group
“China,” “mainland China” or
“PRC”
the People’s Republic of China and for the purpose of this
prospectus and for geographical reference only, unless
the context otherwise requires, excludes Hong Kong, the
Macao Special Administrative Region of the PRC and
Taiwan
“CIC” China Insights Industry Consultancy Limited, a market
research and consulting company and an independent
third party
“CIC Report” the report commissioned by our Company and
independently prepared by CIC, a summary of which is
set out in “Industry Overview”
“Class A Ordinary Share(s)” class A ordinary share(s) in the share capital of our
Company with a nominal value of US$0.00001 each,
conferring a holder one vote per Class A Ordinary Share
on any resolution tabled at our Company’s general
meetings
“Class B Ordinary Share(s)” class B ordinary share(s) in the share capital of our
Company with a nominal value of US$0.00001 each,
conferring weighted voting rights such that a holder is
currently entitled to exercise 40 votes per Class B
Ordinary Share (which will be entitled to exercise ten
votes per Class B Ordinary Share after amendments to the
Articles of Association are adopted at the Post-Listing
GM) on any resolution tabled at our Company’s general
meetings, save for resolutions with respect to the
Reserved Matters where a holder shall be entitled to one
vote per Class B Ordinary Share
DEFINITIONS
–3 9–


--- page 50 ---
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Commercial Company” has the meaning ascribed to it under the Listing Rules
“Companies Ordinance” Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), as
amended, supplemented or otherwise modified from time
to time
“Company” or “our Company” WeRide Inc. (formerly known as JingChi Inc.), an
exempted company incorporated in the Cayman Islands
with limited liability on March 13, 2017
“Compensation Committee” compensation committee of our Board
“Compliance Advisor” Rainbow Capital (HK) Limited
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Corporate Governance Code” Corporate Governance Code set out in Appendix C1 to
the Listing Rules
“Corporate Governance
Committee”
corporate governance committee of our Board
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
“CTO” the chief technology officer of our Group
“Custodian” Deutsche Bank AG, Hong Kong Branch, which is
appointed by the Depositary to hold our Class A Ordinary
Shares deposited under the Deposit Agreement
DEFINITIONS
–4 0–


--- page 51 ---
“Deposit Agreement” the deposit agreement dated October 24, 2024 entered
into by our Company, the Depositary, and the holders and
beneficial owners of ADSs, as amended, supplemented or
otherwise modified from time to time
“Depositary” Deutsche Bank Trust Company Americas
“Director(s)” director(s) of our Company
“Dr. Han” Dr. Tony Xu Han ( ᒵϛ), our founder, chairman of our
Board, executive Director, and CEO
“Dr. Li” Dr. Y an Li (֧our co-founder, executive Director,
and CTO
“Extreme Conditions” the occurrence of “extreme conditions” as announced by
any government authority of Hong Kong due to serious
disruption of public transport services, extensive
flooding, major landslides, large-scale power outage or
any other adverse conditions before Typhoon Signal No.
8 or above is replaced with Typhoon Signal No. 3 or
below
“FINI” Fast Interface for New Issuance, a digital platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for all new listings in Hong Kong
“General Rules of HKSCC” General Rules of HKSCC, as amended, supplemented or
otherwise modified from time to time, and where the
context so permits, shall include the HKSCC Operational
Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “we” or “us” our Company and its subsidiaries from time to time
“Guangzhou Jingqi” Guangzhou Jingqi Technology Ltd. (ࠢ
ʮ̡), a company established in the PRC with limited
liability on March 16, 2018 and an indirect wholly-owned
subsidiary of our Company
DEFINITIONS
–4 1–


--- page 52 ---
“Guide” Guide for New Listing Applicants issued by the Stock
Exchange, as amended, supplemented or otherwise
modified from time to time
“HK$” or “HK dollar” Hong Kong dollar, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO ” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via
FINI to apply for the Hong Kong Offer Shares on your
behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” the Hong Kong Special Administrative Region of the
PRC
“Hong Kong Offer Shares” 4,412,500 Class A Ordinary Shares initially offered by
our Company for subscription at the Public Offer Price
pursuant to the Hong Kong Public Offering (subject to
reallocation described in “Structure of the Global
Offering”)
DEFINITIONS
–4 2–


--- page 53 ---
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for
subscription by the public in Hong Kong at the Public
Offer Price (plus brokerage, AFRC transaction levy, SFC
transaction levy, and Stock Exchange trading fee) on and
subject to the terms and conditions described in
“Structure of the Global Offering — The Hong Kong
Public Offering”
“Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited
“Hong Kong Underwriters” the underwriters listed in “Underwriting — Hong Kong
Underwriters,” being the underwriters of the Hong Kong
Public Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated October 27, 2025
relating to the Hong Kong Public Offering entered into
by, among others, our Company, Dr. Han, THL, XHL, the
Sponsor-Overall Coordinators, the Overall Coordinators
(for themselves and on behalf of the Hong Kong
Underwriters), and the Hong Kong Underwriters as
further described in “Underwriting — Underwriting
Arrangements — The Hong Kong Public Offering —
Hong Kong Underwriting Agreement”
“Humber Partners” Humber Partners Limited, a company incorporated in the
BVI with limited liability on June 22, 2022 and wholly
owned by Dr. Li
“IFRS” or “IFRS Accounting
Standards”
IFRS Accounting Standards issued by the International
Accounting Standards Board from time to time
“independent third party(ies)” entity(ies) or person(s) who is/are not connected
person(s) of our Company or our subsidiaries within the
meaning of the Listing Rules
“International Offer Price” the final offer price per International Offer Share in Hong
Kong dollars (exclusive of brokerage, AFRC transaction
levy, SFC transaction levy, and Stock Exchange trading
fee)
DEFINITIONS
–4 3–


--- page 54 ---
“International Offer Shares” 83,837,500 Class A Ordinary Shares initially offered by
our Company pursuant to the International Offering
(subject to reallocation described in “Structure of the
Global Offering”) together with any additional Shares
which may be allotted and issued pursuant to the exercise
of the Over-allotment Option
“International Offering” the conditional placing of the International Offer Shares
by the International Underwriters at the International
Offer Price pursuant to a registration statement on Form
F-1 and a preliminary prospectus or a registration
statement on Form F-3 and accompanying prospectus
supplement, to be filed with the SEC, and subject to the
terms and conditions of the International Underwriting
Agreement, as further described in “Structure of the
Global Offering — The International Offering”
“International Underwriters” the international underwriters who are expected to enter
into the International Underwriting Agreement to
underwrite the International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering expected to be entered into on or around the
Price Determination Date by, among others, our
Company, the Overall Coordinators, and the International
Underwriters
“Joint Bookrunners” the joint bookrunners named in “Directors and Parties
Involved in the Global Offering”
“Joint Global Coordinators” the joint global coordinators named in “Directors and
Parties Involved in the Global Offering”
“Joint Lead Managers” the joint lead managers named in “Directors and Parties
Involved in the Global Offering”
“Joint Sponsors” the joint sponsors named in “Directors and Parties
Involved in the Global Offering”
“Latest Practicable Date” October 20, 2025, being the latest practicable date for the
purpose of ascertaining certain information contained in
this prospectus before its publication
DEFINITIONS
–4 4–


--- page 55 ---
“Listing” the listing of the Class A Ordinary Shares on the Main
Board of the Stock Exchange
“Listing Date” the date expected to be on or around Thursday, November
6, 2025 on which the Class A Ordinary Shares are listed
and from which dealings therein are permitted to
commence on the Stock Exchange
“Listing Rules” Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“major jurisdictions” the principal geographic regions where we conduct
operations, namely, China, the UAE, Singapore, and the
United States
“Memorandum” or
“Memorandum of
Association”
the eighth amended and restated memorandum of
association of our Company adopted by special resolution
on July 26, 2024, with effect from October 28, 2024, a
summary of which is set out in “Appendix III —
Summary of the Constitution of Our Company and
Cayman Company Laws”
“Model Code” Model Code for Securities Transactions by Directors of
Listed Issuers set out in Appendix C3 to the Listing Rules
“MOF” Ministry of Finance of the PRC (௅)
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“Nasdaq” the Nasdaq Stock Market
“Nasdaq Listing Rules” The Nasdaq Stock Market LLC Rules
“NDRC” National Development and Reform Commission of the
PRC (ึ)
“Nomination Committee” nomination committee of our Board
“Offer Share(s)” the Hong Kong Offer Share(s) and/or the International
Offer Share(s), as the context may require
DEFINITIONS
–4 5–


--- page 56 ---
“Over-allotment Option” the option granted by our Company to the International
Underwriters, exercisable by the Overall Coordinators
(for themselves and on behalf of the International
Underwriters) pursuant to the International Underwriting
Agreement to require our Company to allot and issue up
to 13,237,500 additional Offer Shares, representing
approximately 15% of the Offer Shares initially available
under the Global Offering, to cover over-allocations in
the International Offering, if any, the details of which are
set out in “Structure of the Global Offering — The
International Offering — Over-allotment Option”
“Overall Coordinators” the overall coordinators named in “Directors and Parties
Involved in the Global Offering”
“Overseas Listing Trial
Measures”
Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆ
), as amended,
supplemented or otherwise modified from time to time
“Pathfinder SIIs” has the meaning ascribed to it in Chapter 2.5 of the Guide
“PCAOB” The United States Public Company Accounting Oversight
Board
“Post-Listing GM” the first general meeting of our Company to be convened
within six months from the Listing Date at which
Shareholders’ approval will be sought to amend the
Articles of Association, the details of which are described
in “Waivers and Exemption — Requirements Relating to
the Articles of Association”
“PRC Legal Advisor” Commerce & Finance Law Offices, our legal advisor as
to PRC laws
“Price Determination Date” the date expected to be on or before Tuesday, November
4, 2025 on which the International Offer Price and the
Public Offer Price will be determined and in any event
not later than 12:00 noon on Tuesday, November 4, 2025
“Principal Share Registrar” International Corporation Services Ltd.
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
DEFINITIONS
–4 6–


--- page 57 ---
“Public Offer Price” the final offer price per Hong Kong Offer Share in Hong
Kong dollars (exclusive of brokerage, AFRC transaction
levy, SFC transaction levy, and Stock Exchange trading
fee)
“Reserved Matters” the matters the resolutions with respect to which each
Share is entitled to one vote at general meetings of our
Company, being: (i) changes to the Memorandum or
Articles, (ii) variation of rights attached to any class of
shares, (iii) the appointment or removal of any
independent non-executive Director, (iv) the appointment
or removal of auditors of our Company, and (v) the
voluntary winding-up of our Company
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” State Administration of Foreign Exchange of the PRC ( ʕ
̮ි၍ଣ҅)
“SAMR” (formerly known as
“SAIC”)
State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣ҅) (formerly known
as State Administration for Industry and Commerce of the
PRC (၍ଣᐼ҅))
“SASAC” State-owned Assets Supervision and Administration
Commission of the State Council ( ਷ਕ৫਷Ϟ༟ପ္ຖ
ึ)
“SEC” United States Securities and Exchange Commission
“SFC” Securities and Futures Commission of Hong Kong
“SFO” Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Share(s)” Class A Ordinary Share(s) and/or Class B Ordinary
Share(s) in the share capital of our Company, as the
context may require
“Shareholder(s)” holder(s) of the Share(s)
“Specialist Technology” has the meaning ascribed to it under the Listing Rules
DEFINITIONS
–4 7–


--- page 58 ---
“Specialist Technology
Company(ies)”
has the meaning ascribed to it under the Listing Rules
“Specialist Technology Industry” has the meaning ascribed to it under the Listing Rules
“Specialist Technology
Product(s)”
has the meaning ascribed to it under the Listing Rules
“Sponsor-Overall Coordinators” the sponsor-overall coordinators named in “Directors and
Parties Involved in the Global Offering”
“STA” State Taxation Administration of the PRC ( ʕശɛ͏΍ձ
೼ਕᐼ҅)
“Stabilizing Manager” China International Capital Corporation Hong Kong
Securities Limited
“State Council” State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Takeovers Code” Code on Takeovers and Mergers 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
“Track Record Period” the period comprising the three years ended December
31, 2024 and the six months ended June 30, 2025
“treasury share(s)” has the meaning ascribed to it under the Listing Rules
“UAE” the United Arab Emirates
“U.S.” or “United States” the United States of America, its territories, possessions
and all areas subject to its jurisdiction
DEFINITIONS
–4 8–


--- page 59 ---
“U.S. dollar” or “US$” United States dollar, the lawful currency of the United
States
“U.S. Exchange Act” United States Exchange Act of 1934, as amended,
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“U.S. Securities Act” United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“Underwriter(s)” the Hong Kong Underwriter(s) and/or the International
Underwriter(s), as the context may require
“Underwriting Agreement(s)” the Hong Kong Underwriting Agreement and/or the
International Underwriting Agreement, as the context
may require
“Wenyuan Guangzhou” Guangzhou Wenyuan Zhixing Technology Co., Ltd. ( ᄿψ
ʮ̡), a company established in the
PRC with limited liability on January 19, 2018 and an
indirect wholly-owned subsidiary of our Company
“Wenyuan Jingxing” Wenyuan Jingxing (Beijing) Technology Co., Ltd. ( ˖Ⴣ
ԯБ(̏ԯ)ʮ̡), a company established in the
PRC with limited liability on June 11, 2021 and an
indirect wholly-owned subsidiary of our Company
“Wenyuan Shanghai” Shanghai Wenyuan Zhixing Automotive Technology
Co., Ltd. (ʮ̡), a company
established in the PRC with limited liability on April 28,
2017 and an indirect wholly-owned subsidiary of our
Company
“Wenyuan Shenzhen” Shenzhen Wenyuan Zhixing Intelligent Technology Co.,
Ltd. (ʮ̡), a company
established in the PRC with limited liability on June 15,
2018 and an indirect wholly-owned subsidiary of our
Company
“Wenyuan Suxing” Wenyuan Suxing (Jiangsu) Technology Co., Ltd. ( ˖Ⴣᘽ
Б(Ϫᘽ)ʮ̡), a company established in the
PRC with limited liability on November 10, 2020 and an
indirect wholly-owned subsidiary of our Company
DEFINITIONS
–4 9–


--- page 60 ---
“Wenyuan Wuxi” Wuxi W enyuan Zhixing Intelligent Technology Co., Ltd. ( ೌ
ʮ̡), a company established in
the PRC with limited liability on September 23, 2022 and
an indirect wholly-owned subsidiary of our Company
“Wenyuan Y uexing” Wenyuan Y uexing (Guangdong) Travel Technology Co.,
Ltd. ( ˖ჃຽБ(؇)ʮ̡), a company
established in the PRC with limited liability on August
21, 2019 and an indirect non-wholly owned subsidiary of
our Company
“WeRide HK” WeRide HongKong Limited (formerly known as JingChi
HongKong Limited), a company incorporated in Hong
Kong with limited liability on May 18, 2017 and a direct
wholly-owned subsidiary of our Company
“White Form eIPO ” the application for the Hong Kong Offer Shares to be
issued in the applicant’s own name submitted online
through the designated website of the White Form eIPO
Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“WVR” or “weighted voting
right”
has the meaning ascribed to it under the Listing Rules
“WVR Beneficiary(ies)” has the meaning ascribed to it under 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,
the details of which are set out in “Share Capital”
“XHL” Xu Han Limited, a company incorporated in the BVI with
limited liability on June 22, 2022 and wholly owned by
Dr. Han
“Y anli” Y anli Holdings Limited, a company incorporated in the
BVI with limited liability on May 11, 2017 and indirectly
controlled by Dr. Li
DEFINITIONS
–5 0–


--- page 61 ---
“Y utong” Zhengzhou Y utong Group Co., Ltd. (ࠢ
ʮ̡), a company established in the PRC with limited
liability on April 23, 2003 and a Shareholder of our
Company
“Y utong Group” Y utong and its affiliates
“%” per cent
DEFINITIONS
–5 1–


--- page 62 ---
This glossary contains explanations of certain technical terms used in this
prospectus. Such terminology and meanings may not correspond to standard industry
meanings or usages of these terms.
“3D” three dimensions
“ADAS” advanced driver-assistance system, a suite of
technologies that assist drivers in driving and parking
functions, typically classified under SAE Level 1 (driver
assistance), Level 2 (partial automation), or Level 3
(conditional automation)
“AI” the capability of computer systems or algorithms to
simulate human intelligence
“algorithm” a procedure or sequence of steps, often implemented in
computer code, designed to perform a specific task or
solve a particular problem
“ASPICE CL2” Automotive Software Process Improvement and Capacity
Determination Capacity Level 2, an industry-standard
framework for evaluating the software development
capabilities of suppliers in the global automotive
industry; Capacity Level 2 indicates a mature process
management capability that systematically manages,
controls, and monitors software development
“autonomous driving” the capability of a vehicle to operate without human
intervention by utilizing sensors, artificial intelligence,
and control systems to perceive the environment, make
decisions, and navigate safely
“autonomous vehicle” a vehicle equipped with systems that enable it to drive
without human input, using a combination of sensors,
artificial intelligence, and control systems to perceive its
surroundings and make driving decisions
“CAGR” compound annual growth rate
“cloud” a network of remote servers hosted on the Internet and
used to store, manage, process data, and offer algorithms
in place of local servers or personal computers
GLOSSARY OF TECHNICAL TERMS
–5 2–


--- page 63 ---
“data loop” a continuous process where data is used to train models,
which in turn generate predictions or output
“deep learning” a machine learning technique that constructs artificial
neural networks with large amounts of data to identify
patterns and make decisions or predictions without
explicit programming instructions
“DMV” the Department of Motor V ehicles, a U.S. government
agency responsible for vehicle registration, driver
licensing, and enforcing road safety regulations
“GNSS” global navigation satellite system, a collective term for a
series of satellite navigation systems that provide global
positioning, speed, time and other related information
“GPU” graphic processing unit, a specialized electronic circuit
designed to rapidly manipulate and alter memory to
accelerate the creation of images
“HD” high definition
“HPC” high-performance computing
“IDE” integrated development environment, a software
application that provides comprehensive tools for
software development
“IMU” inertial measurement unit, a sensor module that measures
and reports a vehicle’s specific force, angular rate, and
sometimes magnetic field, using accelerometers,
gyroscopes, and magnetometers, commonly used for
navigation and motion tracking in autonomous vehicles
“IoT” Internet of Things, a network of physical devices,
vehicles, appliances, and other objects embedded with
sensors, software, and network connectivity that enable
these objects to collect and exchange data
“ISO” the International Organization for Standardization, an
independent, non-governmental organization that
develops and publishes international standards
GLOSSARY OF TECHNICAL TERMS
–5 3–


--- page 64 ---
“L1” or “Level 1” level one of driving automation, or driver assistance
level, as classified by SAE. Under L1, the vehicle
features a single automated system for driver assistance,
such as steering or brake/acceleration support to the
driver
“L2” or “Level 2” level two of driving automation, or partial driving
automation level, as classified by SAE. Under L2, the
vehicle can provide both steering and brake/accelerating
support to the driver
“L3” or “Level 3” level three of driving automation, or conditional driving
automation level, as classified by SAE. Under L3, the
vehicle is equipped with “environmental detection”
capabilities and can make informed decisions for
themselves, such as accelerating past a slow-moving
vehicle, but will not operate unless certain conditions are
met
“L4” or “Level 4” level four of driving automation, or high driving
automation level, as classified by SAE. Under L4,
vehicles can automatically drive without human
intervention under limited conditions such as certain
locations, road types, weather, etc.
“L5” or “Level 5” level five of driving automation, or full driving
automation level, as classified by SAE. Under L5, the
vehicle can drive under all conditions without human
intervention
“LiDAR” light detection and ranging, a remote sensing method that
uses light to measure the distance or range of objects
“lidetect” a detection system that uses LiDAR to detect objects and
environments
“LLM” large language model, a type of artificial intelligence
model trained on vast amounts of text data to understand
and generate human-like language for various
applications
“M1” a license granted by the Land Transport Authority of
Singapore for passing the milestone 1 test
GLOSSARY OF TECHNICAL TERMS
–5 4–


--- page 65 ---
“machine learning” a type of artificial intelligence that focuses on the
development of algorithms and statistical models that
enable computers to learn from data and make predictions
or decisions without being explicitly programmed for
specific tasks
“MPI” miles per intervention, a metric used in autonomous
driving technology to measure the average distance an
autonomous driving vehicle can travel before a human
intervention for any reason
“neural network” in the context of AI, refers to a machine learning
algorithm or model that mimics the human brain
“NOA” navigate on autopilot, a high-level autonomous driving
feature that combines navigation with autonomous
driving capabilities
“OEM” original equipment manufacturer, often referring to
automakers that assemble and install automotive parts
during the construction of a new vehicle in the
automotive industry
“operational design domain” or
“ODD”
the specific conditions and environments under which an
autonomous driving system is designed to operate safely,
such as designated geographic areas, road types, weather
conditions, and traffic scenarios
“Over-the-Air update” or “OTA
update”
a method of remotely delivering software updates,
patches, and new features to a vehicle’s electronic control
units without requiring physical access to the vehicle
“redundancy” refers to employing two or more parallel systems, sensors
or components that perform the same or similar functions
to ensure that the vehicle can continue to operate safely
in the event of partial failure
“robo logistics vehicle” an autonomous vehicle designed for logistics and cargo
transportation
“robobus” an autonomous vehicle designed to provide L4 driverless
bus services to the public
“robosweeper” an autonomous vehicle equipped with cleaning and waste
management systems
GLOSSARY OF TECHNICAL TERMS
–5 5–


--- page 66 ---
“robotaxi” an autonomous vehicle providing autonomous ride-
hailing transportation for passengers
“robovan” an autonomous driving van designed for cargo delivery or
passenger transport
“SAE” the Society of Automotive Engineers, a global
professional association and standards organization
“sensor” a device, module, or subsystem that detects and responds
to events or changes in its environment
“standard operating procedure” or
“SOP”
the detailed and standardized operational protocols
established to ensure safety, reliability, and consistency
in the deployment and operation of autonomous driving
services, including fleet management, customer support,
and field operations
“system-on-a-chip” or “SoC” an integrated circuit that integrates most or all
components of a computer or other electronic system
“T1” a license granted by the Land Transport Authority of
Singapore for passing an autonomous vehicle testing on
public paths
“TAM” total addressable market
“Tier 1 supplier” a supplier that directly provides components, systems, or
modules to OEMs
“Tier 2 supplier” a supplier that provides parts, components, or materials
to Tier 1 suppliers
“TOPS” tera operations per second, a measurement of the overall
performance of a supercomputer or a high-end circuit
board containing multiple processors or SoCs
“ultrasonic” refers to sound waves or vibrations that have a frequency
higher than the upper limit of human hearing, which is
typically considered to be around 20,000 hertz
“VLM” vision language model, a type of artificial intelligence
model that integrates visual and textual data to enable
applications such as image recognition with language
comprehension
GLOSSARY OF TECHNICAL TERMS
–5 6–


--- page 67 ---
This prospectus contains forward-looking statements that reflect our current expectations
and views of future events. The forward-looking statements are contained principally in
“Summary,” “Risk Factors,” “Business,” “Financial Information,” and “Future Plans and Use
of Proceeds.” Known and unknown risks, uncertainties and other factors, including those listed
under “Risk Factors,” may cause our actual results, performance or achievements to be
materially different from those expressed or implied by the forward-looking statements.
Y ou can identify some of these forward-looking statements by words or phrases such as
“may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are
likely to,” “potential,” “continue” or other similar expressions. We have based these
forward-looking statements largely on our current expectations and projections about future
events that we believe may affect our financial condition, results of operations, business
strategy and financial needs. These forward-looking statements include statements relating to:
 our mission, goals, and strategies;
 our future business development, financial condition, and results of operations;
 the expected changes in our revenue, expenses or expenditures;
 the expected growth of the autonomous driving market in China and globally;
 our expectations regarding demand for and market acceptance of our products and
services;
 our ability to improve and enhance our autonomous driving technology and offer
quality products and services;
 competition in our industry;
 government policies and regulations relating to our industry;
 general economic and business conditions in China and globally;
 the outcome of any legal or administrative proceedings; and
 assumptions underlying or related to any of the foregoing.
Y ou should read this prospectus and the documents that we refer to in this prospectus with
the understanding that our actual future results may be materially different from and worse than
what we expect. Other sections of this prospectus include additional factors which could
adversely impact our business and financial performance. Moreover, we operate in an evolving
environment. New risk factors and uncertainties emerge from time to time and it is not possible
for our management to predict all risk factors and uncertainties, nor can we assess the impact
FORW ARD-LOOKING STATEMENTS
–5 7–


--- page 68 ---
of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking
statements. We qualify all of our forward-looking statements by these cautionary statements.
Y ou should not rely upon forward-looking statements as predictions of future events. We
undertake no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
This prospectus also contains statistical data and estimates that we obtained from
government and private publications, including industry data and information from CIC.
Statistical data in these publications also include projections based on a number of
assumptions. The market data contained in this prospectus involves a number of assumptions,
estimates and limitations. The related markets in China and elsewhere may not grow at the rates
projected by market data, or at all. The failure of the markets to grow at the projected rates may
have a material adverse effect on our business and the market price of our securities. If one or
more of the assumptions underlying the market data turn out to be incorrect, actual results may
differ from the projections based on these assumptions. In addition, projections, assumptions
and estimates of our future performance and the future performance of the industry in which
we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of
factors, including those described in “Risk Factors” and elsewhere in this prospectus. Y ou
should not place undue reliance on these forward-looking statements.
FORW ARD-LOOKING STATEMENTS
–5 8–


--- page 69 ---
An investment in our Class A Ordinary Shares or ADSs involves significant risks.
You should consider carefully all of the information in this prospectus, including the risks
and uncertainties described below, before making an investment in our Class A Ordinary
Shares or ADSs. Any of the following risks could have a material and adverse effect on
our business, financial condition and results of operations. The market price of our
Class A Ordinary Shares or ADSs could significantly decrease due to any of these risks,
and you may lose all or part of your investment.
These factors are contingencies that may or may not occur , and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given is as of the Latest Practicable Date unless otherwise stated, will not
be updated after the date hereof, and is subject to the cautionary statements in
“Forward-Looking Statements.”
We believe there are certain risks and uncertainties involved in our operations, some of
which are beyond our control. We have categorized these risks and uncertainties into: (i) risks
related to the research and development of our products and services, (ii) risks related to our
financial condition and need for additional capital, (iii) risks related to the commercialization
of our products and technologies, (iv) risks related to the manufacturing of our products, (v)
risks related to our intellectual property rights, (vi) risks related to our general operations, (vii)
risks related to doing business in mainland China, (viii) risks related to our WVR structure, (ix)
risks related to our Class A Ordinary Shares, ADSs and the Global Offering, and (x) risks
related to the dual listing.
Additional risks and uncertainties that are presently not known to us or not expressed or
implied below or that we currently deem immaterial could also harm our business, results of
operations and financial condition. Y ou should consider our business and prospects in light of
the challenges we face, including those discussed in this section.
RISKS RELATED TO THE RESEARCH AND DEVELOPMENT OF OUR PRODUCTS
AND SERVICES
We are a company with a limited operating history and financial track record in the
emerging and fast-evolving autonomous driving industry, which involves significant risks
and uncertainties.
We commenced operations in 2017. We launched paid robotaxi services to the public in
China in 2019. We achieved commercial production of our robobus in China in 2021 and
started its public service in Guangzhou in 2022. We also launched our robovan and
robosweeper in September 2021 and April 2022, respectively. We started to offer key ADAS
technologies and ecosystem support in 2022, and commenced mass production of a leading
ADAS in March 2024. We are still in a relatively early stage of development and
commercialization.
RISK FACTORS
–5 9–


--- page 70 ---
Y ou should consider our business and prospects in light of the risks and challenges we
face as a company with limited operating history into a rapidly-evolving industry, including,
among other things, with respect to our ability to:
 design and offer safe, reliable and quality autonomous driving products and services
on an ongoing basis;
 establish and expand our customer base for our purpose-built L4 autonomous
driving vehicles, including robotaxi, robobus and other vehicle types;
 successfully launch and commercialize future special purpose vehicles;
 successfully expand our operations in the ADAS market leveraging our
technological and commercialization experience in the L4 vertical;
 successfully expand to new geographical areas and jurisdictions;
 successfully produce L4 autonomous driving vehicles with our OEM partners in the
expected timeline;
 maintain the safe operation of our purpose-built L4 autonomous driving vehicles;
 establish and maintain cooperative relationships with ecosystem partners, such as
OEMs, Tier 1 suppliers, logistics and urban service providers, and others;
 improve and enhance our platform and autonomous technology, and maintain a
reliable, secure, high-performance and scalable technology infrastructure;
 improve and maintain our operational efficiency;
 successfully market our product and service offerings;
 attract, retain, and motivate talented employees;
 obtain and generate sufficient capital to maintain our operations and grow our
business;
 anticipate and adapt to changing market conditions, including technological
developments and changes in competitive landscape;
 build a well-recognized and respected brand; and
 navigate an evolving and complex regulatory environment.
RISK FACTORS
–6 0–


--- page 71 ---
If we fail to address any or all of these risks and challenges, our business, prospects,
financial condition and results of operations may be materially and adversely affected. There
are also a number of additional challenges to autonomous driving, many of which are not
within our control, including market acceptance of autonomous driving, governmental
licensing requirements, concerns regarding data security and privacy, actual and threatened
litigation (whether or not a judgment is rendered against us), and the general perception that
an autonomous driving vehicle is not safe because there is no human driver. There can be no
assurance that the market will accept our technology, in which case our future business, results
of operations and financial condition could be adversely affected. In addition, the global
autonomous driving industry is in general in its early stages and rapidly evolving. Our
autonomous driving technology has not yet commercialized at a large scale. We cannot assure
you that we will be able to adapt to changing market or regulatory conditions swiftly or
cost-effectively. If we fail to do so, our business, results of operations and financial condition
will be adversely affected.
In addition, because we have limited historical financial track record and operate in a
rapidly-evolving market, any predictions about our future revenue and expenses may not be as
accurate as they would be if we had a longer operating history or operated in a more established
market. In future periods, our revenue growth may slow down or even decline for a number of
reasons, including slower-than-expected commercialization of our products and services,
fiercer competition, unfavorable market conditions and rapidly evolving government
regulations. We have encountered in the past, and will continue to encounter in the future, risks
and uncertainties frequently experienced by fast-growing companies with limited operating
histories in rapidly-changing industries. If our assumptions regarding these risks and
uncertainties, which we use to plan and operate our business, are incorrect or outdated, or if
we do not address these risks successfully, our actual results of operations could differ
materially from our projections, and our business, prospects, financial condition and results of
operations could be adversely affected.
We are making, and expect to continue to make in the foreseeable future, substantial
investments in developing new offerings and technologies. These new initiatives are
inherently risky, and we may not realize the expected benefits from them.
Technology is a key competing factor to the autonomous driving industry. Our financial
performance will be significantly dependent on our ability to maintain our technological
leadership. We have made substantial investments to develop new offerings and technologies.
For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30,
2024 and 2025, our research and development expenses amounted to RMB758.6 million,
RMB1,058.4 million, RMB1,091.4 million (US$152.4 million), RMB517.2 million and
RMB644.6 million (US$90.0 million), respectively, representing 143.8%, 263.4%, 302.2%,
344.2% and 322.9% of our revenues for the corresponding year/period. We expect to incur
substantial and potentially increasing research and development expenses in developing new
technologies, products and service offerings and to dedicate substantial resources to improving
and refining our technology stack. If we do not spend our development budget efficiently or
effectively on innovative and commercially successful technologies, we may not realize the
expected benefits from our investments.
RISK FACTORS
–6 1–


--- page 72 ---
In addition, we will pursue new initiatives which may carry a high degree of risk, as each
involves nascent industries and unproven business strategies and technologies with which we
have limited or no prior development or operating experience. For example, we entered into a
strategic partnership with Bosch in 2022 under which we, as a Tier 2 supplier, provide research
and development services, key technologies and ecosystem support. Because such offerings
and technologies are new, they will likely involve claims and liabilities (including, but not
limited to, personal injury claims), expenses, regulatory challenges and other risks, some of
which we do not currently anticipate. There can be no assurance that customer demand for such
initiatives will exist or be sustained at the levels that we anticipate, or that any of these
initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to
offset any new expenses or liabilities associated with these new investments. It is also possible
that products and services developed by others will render our product and service offerings
noncompetitive or obsolete. Furthermore, our development efforts with respect to new products
and service offerings and technologies could distract management from current operations, and
will divert capital and other resources from our more established products, services and
technologies. Even if we are successful in developing new products, services or technologies,
regulatory authorities may subject us to new rules or restrictions in response to our innovations
that could increase our expenses or prevent us from successfully commercializing new
products, services or technologies. If we do not realize the expected benefits of our
investments, our business, financial condition, operating results and prospects may be harmed.
RISKS RELATED TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL
CAPITAL
We have only recently started to generate revenue and have a history of net losses and
operating cash outflow as well as net current liabilities and deficit during the Track
Record Period. There is no assurance that we will become or subsequently remain
profitable.
We have only recently started to generate revenue and have not been profitable since our
inception. We incurred loss of RMB1,298.5 million, RMB1,949.1 million, RMB2,516.8 million
(US$351.3 million), RMB881.7 million and RMB791.5 million (US$110.5 million) for the
years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, respectively. We recorded net cash outflow from operating activities of RMB670.4
million, RMB474.9 million and RMB593.6 million (US$82.9 million), and RMB663.4 million
(US$92.6 million) for the years ended December 31, 2022, 2023 and 2024 and the six months
ended June 30, 2025, respectively. We expect to incur net losses as well as net cash outflow
from operating activities in the near future.
We have made significant up-front investments in research and development,
administrative and selling expenses to rapidly develop and expand our business and
technologies. We expect to continue to invest significantly in research and development,
administrative and selling expenses, to establish and expand our business, and these
investments may not result in an increase in revenue on a timely basis, or at all.
RISK FACTORS
–6 2–


--- page 73 ---
We may not generate sufficient revenue or we may incur substantial losses for a number
of reasons, including the lack of demand for our products and services, increasing competition,
challenging macro-economic environment as well as other risks discussed herein, and we may
incur unforeseen expenses, or encounter difficulties, complications and delays in generating
revenue or achieving profitability. In addition, our continuous operation depends on our
capability to improve operating cash flows as well as our capacity to obtain sufficient external
equity or debt financing. If we do not succeed in achieving profitability and maintaining and
enhancing our cash position, we may have to limit the scale of our operations, which may limit
our business growth and adversely affect our financial condition and results of operations.
In addition, we have a history of net current liabilities and deficit during the Track Record
Period. We recorded net current liabilities of RMB2,305.9 million and RMB3,221.4 million as
of December 31, 2022 and 2023, respectively. Moreover, we had net liabilities of RMB2,082.1
million and RMB3,051.9 million as of December 31, 2022 and 2023, respectively, primarily
due to the loss for the year. Our net deficit position may limit our working capital for the
purpose of operations or capital for our expansion plans and materially and adversely affect our
business, results of operations and financial condition. We record net current assets of
RMB6,745.5 million (US$941.6 million) and RMB6,033.9 million (US$842.3 million) as of
December 31, 2024 and June 30, 2025, respectively, as compared to net current liabilities of
RMB3,221.4 million as of December 31, 2023. The significant change in our net current
position was primarily due to the proceeds from our U.S. IPO and the conversion of preferred
shares and other financial instruments subject to redemption and other preferential rights into
equity following our U.S. IPO.
If we fail to obtain or generate sufficient capital to maintain our operations and finance
our growth strategies, or fail to do so on favorable or commercially acceptable terms to
us, our operations and prospects could be negatively affected.
We need significant capital to, among other things, conduct research and development for
our autonomous driving technology platform, attract and retain top talent, launch new
autonomous driving vehicle types, offer more advanced ADAS features, maintain and grow our
fleet, expand our customer base and provide quality technical support services. Our capital
expenditures, which represent payments for purchase of intangible assets, property and
equipment, were RMB82.7 million, RMB37.0 million, RMB85.5 million (US$11.9 million),
RMB33.3 million and RMB134.5 million (US$18.8 million) for the years ended December 31,
2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, respectively. See
“Financial Information — Capital Expenditure.” We expect our capital expenditures to
continue to be significant in the foreseeable future as we expand our business and continue to
invest in technological development, and that our level of capital expenditures may be
significantly affected by customers’ demand for our products and services. The fact that we
have a limited operating history and we operate in a novel and evolving industry means we
have limited historical data on the demand for our products and services. As a result, our future
capital requirements may be uncertain and actual capital requirements may be different from
those we currently anticipate especially in the fast-evolving autonomous driving industry that
we operate. In addition, we may need a substantial amount of cash to fulfill certain covenants
under our agreements with business partners. For example, pursuant to the shareholders
RISK FACTORS
–6 3–


--- page 74 ---
agreement we entered into on July 10, 2019 with two investors, if the joint venture company
established by these investors and us does not complete an initial public offering within six
years after its incorporation, we may be required by one of the investors to repurchase all or
a part of its equity interests in the joint venture, and may need to pay the other investor certain
amount of cash to ensure its investment return. As a result, we recognized put option liabilities
of RMB39.8 million, RMB40.4 million and RMB41.1 million (US$5.7 million) as of December
31, 2022, 2023 and 2024 and RMB41.4 million (US$5.8 million) as of June 30, 2025,
respectively. See Note 24 to the Accountants’ Report included in Appendix I to this prospectus
for details.
Our ability to obtain the necessary financing to carry out our business plan is subject to
a number of factors, including general market conditions, investor acceptance of our business
plans and other factors. These factors may make the timing, amount, terms and conditions of
such financing unattractive or unavailable to us. If we are unable to raise sufficient funds to
support liquidity, we will have to significantly reduce our spending, or delay or cancel our
planned activities. We might not be able to obtain any funding, and we might not have
sufficient resources to conduct our business as projected, both of which could mean that we
would be forced to curtail or discontinue our operations.
In addition, our future capital needs and other business reasons could require us to issue
additional equity or debt securities or obtain a credit facility. The sale of additional equity or
equity-linked securities could dilute our existing shareholders. The incurrence of indebtedness
would result in increased debt service obligations and could subject us to operating and
financing covenants that would restrict our operations or our ability to pay dividends to our
Shareholders.
We received government grants during the Track Record Period, but we cannot guarantee
that we will continue to receive such grants or subsidies in the future. In addition, the
changes in U.S. and international trade policies, particularly with regard to China, may
adversely impact our business and operation results in the long term.
During the Track Record Period, we received government grants and recognized
government grants as other net income of RMB19.7 million, RMB14.4 million, RMB14.1
million (US$2.0 million), RMB6.9 million and RMB0.5 million (US$63 thousand) for the
years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, respectively. We also recorded government grants received with conditions of RMB139.1
million, RMB176.4 million, RMB184.5 million (US$25.8 million) and RMB187.2 million
(US$26.1 million) in other payables as of December 31, 2022, 2023, 2024 and June 30, 2025,
respectively, and RMB5.9 million, RMB6.5 million, RMB4.7 million (US$0.7 million) and
RMB8.1 million (US$1.1 million) in other non-current liabilities as of December 31, 2022,
2023, 2024 and June 30, 2025, respectively. However, there is no assurance of the continued
availability of the government grants currently enjoyed by us, any reduction or elimination of
which would have an adverse effect on our financial condition. Our eligibility for government
grants depends on a variety of factors, including the relevant government policies, the
availability of funding at different granting authorities, and the development progress made by
other peer companies. In addition, the timing, amount and criteria of government financial
RISK FACTORS
–6 4–


--- page 75 ---
incentives are determined within the sole discretion of the local government authorities and
cannot be predicted with certainty before we actually receive any financial incentive. Under the
terms and conditions of the governments grants received and anticipated to be received, we are
required to meet certain requirements of operational performance, such as operating in a
specified area for a minimum period of time, or financial performance, such as minimum
revenue amount and tax payment in certain time period in the specified regions of mainland
China. Further, there are also government grants that have no conditions attaching to them and
such grants are recognized as other net income when the grants are received.
During the Track Record Period, we sold a portion of our vehicles to customers in China.
While we have started to sell vehicles internationally, these sales have not yet achieved scale,
and the volume remains low with high pricing. The limited scale of our international sales does
not pose a significant threat to the competitive landscape in those markets. As a result, we
believe that the risk of tariffs or other non-tariff trade barriers being imposed on our vehicles
due to the government subsidies we receive is currently remote. However, in the long term, we
cannot rule out the possibility that our Company may be subject to tariffs or other non-tariff
trade barriers as our international presence grows. In addition, trade-related tensions between
China and the United States and other jurisdictions remain an important source of potential
risk, and such tension may intensify in the future, resulting in the imposition of more tariffs
or other trade restrictions, especially to the companies receiving government grants from PRC,
like us. If we plan to offer an increased number of vehicles internationally, any unfavorable
government policies on international trade, such as capital controls or tariffs, may affect the
demand for our products, impact the competitive position of our products or prevent us from
being able to sell products in certain countries. If any new tariffs, legislation and/or regulations
are implemented, or if existing trade agreements are renegotiated, such changes could have a
material adverse effect on our business, financial condition, or results of operations. In
addition, future actions or escalations by either the United States or China that affect trade
relations may cause global economic turmoil and potentially have a negative impact on our
business.
RISKS RELATED TO THE COMMERCIALIZATION OF OUR PRODUCTS AND
TECHNOLOGIES
Autonomous driving technology is an emerging technology, and we face significant
challenges to develop and commercialize our technology. Our technology may not perform
as well as we expect or may take us longer to commercialize than is currently projected.
The autonomous driving industry can be characterized by a significant number of
technical and commercial challenges, including an expectation for better-than-human driving
performance, considerable capital requirements, long vehicle development lead times,
specialized skills and expertise requirements of personnel, inconsistent and evolving regulatory
frameworks, a need to build public trust and brand image and real-world operation of an
entirely new technology. Our future business depends, to a large extent, on our ability to
continue to develop and successfully commercialize our products and services. We are in the
early stage of commercialization. As we continue to make headways in the commercialization
of our autonomous technologies, the composition of our revenue and the relative weight of our
RISK FACTORS
–6 5–


--- page 76 ---
revenue items may change. Our ability to develop, deliver and commercialize at scale our
autonomous driving platform and systems to support or perform autonomous operation of
autonomous driving vehicles is still to be further proven.
Our products and autonomous driving system are technical and complex, and commercial
application requires that we meet very high standards for technology performance and system
safety. We may be unable to timely release new products and services that meet our intended
commercial use cases, and we may therefore experience limited than expected
commercialization of our technology. Commercial deployment has taken longer in the
autonomous driving industry than anticipated, and it may take us more time to complete our
own technology development, commercialization and large-scale operation than is currently
projected. The achievement of broadly applicable autonomous driving technology will require
further technology improvements including, for example, handling non-compliant or
unexpected corner cases and inclement weather conditions.
These improvements may take us longer than expected, which would increase our capital
requirements for technology development, delay our timeline to commercialization, and reduce
the potential financial returns that may be expected from the business.
Our continued enhancement of our autonomous driving technology is and will be subject
to risks, including but not limited to the following aspects:
 our ability to achieve sufficiently safe autonomous driving system performance;
 our ability to develop ADAS that enable autonomous driving functions on vehicles;
 acceptance from our customers and potential customers, as well as the general
public of our autonomous driving products and services as well as the autonomous
driving technology in general;
 our ability to continue to enhance our data analytics and software technology;
 our ability to successfully complete system testing, validation and obtain safety
approvals;
 our ability to obtain additional approvals, licenses or certifications from regulatory
agencies, if required, and maintaining current approvals, licenses or certifications;
 our ability to preserve core intellectual property rights;
RISK FACTORS
–6 6–


--- page 77 ---
 our ability to design, develop and secure necessary components on acceptable terms
and in a timely manner;
 our ability to secure additional capital to support our research and development
activities; and
 our ability to expand and strengthen cooperative relationships with our ecosystem
partners.
Since the market for autonomous driving products and services is relatively new and
disruptive, if our autonomous driving products and services fail to gain acceptance from
the general public, regulatory authorities, our target customers, users or other
stakeholders, or fail to do so at the pace we expect, our business, prospects, operating
results and financial condition could be materially harmed.
Demand for autonomous driving technology depends to a large extent on general,
economic, political, regulatory and social conditions in a given market. The market
opportunities we are pursuing are at an early stage of development, and it is difficult to predict
customer demand or penetration rates for our products and services. Our technology targeting
advanced autonomous driving requires significant investment and longer time-to-market, and
may not be commercially successful on a large scale in the short term, or at all.
In addition, regulatory, safety and reliability issues, or the perception thereof, many of
which are beyond our control, could also cause the public or our potential business partners and
end users to lose confidence in autonomous driving products and services in general. The
safety of such technology depends in part on end users of the autonomous driving vehicles, as
well as other drivers, pedestrians, other obstacles on the roadways or other unforeseen events.
For instances, in recent years, there have been several car accidents involving vehicles
equipped with autonomous driving systems from various manufacturers. Although many of
these accidents were not caused by malfunctions in the autonomous driving systems, they still
resulted in significant negative publicity to the autonomous driving industry. In the future,
accidents involving autonomous driving vehicles could result in suspension or prohibition of
autonomous driving vehicles, which could negatively affect our business and the autonomous
driving industry as a whole. If safety and reliability issues for autonomous driving technology
cannot be addressed properly, our business, prospects, operating results, and financial
condition could be materially harmed.
Our future growth depends in part on the overall development trend of autonomous
driving industry and acceptance of our technology. The market may not accept our technology,
products and services, at the pace we expect, or at all, and our business, prospects, financial
condition and results of operations will be materially and adversely affected. Key industry
participants may develop competing services or may otherwise seek to overthrow our efforts.
For example, our robotaxis and robobuses might displace individual drivers for taxis, buses and
ride hailing services, which may be interpreted as negatively affecting employment
opportunities for these individuals, as has been the case in other industries that have been
RISK FACTORS
–6 7–


--- page 78 ---
subject to automation. This could result in negative publicity and even legislation or
regulations that make it more difficult to operate our business in certain jurisdictions that we
may expand our operations into. Any such occurrences could materially harm our future
business.
Our business model has yet to be tested, and any failure to commercialize our strategic
plans, technologies, products or services would have an adverse effect on our operating
results and business.
As a relatively new enterprise that is beginning to scale our business, we encounter
considerable difficulties, many of which are beyond our control. The difficulties include,
among others, unknown future challenges and opportunities, substantial risks and expenses in
the course of developing new products and services, entering new markets, undertaking
marketing activities and delivering our products and services to our customers. The likelihood
of our success must be considered in light of these risks, expenses, complications, delays, and
the competitive environment in which we operate. Therefore, there is substantial uncertainty
as to the success of our business plan. We may not be able to scale up rapidly enough to
generate significant revenue, raise additional capital or operate profitably. We will continue to
encounter risks and difficulties frequently experienced by companies at an early stage of
commercialization, including marketing our products and services, scaling up our operation
and headcount, and may incur unforeseen expenses, difficulties, or delays in connection with
our growth. Any investment in our Company is therefore highly speculative and could result
in the loss of your entire investment.
We have limited experience to date in applying our autonomous driving technology at a
large scale. As of the Latest Practicable Date, we had offered paid robotaxi services for over
2,200 days. As of the same date, our robobuses had been deployed in more than 30 cities in nine
countries, namely, Belgium, Switzerland, France, Japan, Singapore, the UAE, Saudi Arabia,
Qatar and China, and had offered transportation services since November 2021. We launched
the world’s first robovan dedicated to intra-city delivery of goods in urban cities in September
2021, and the world’s first purpose-built robosweeper designed for open road in April 2022,
according to CIC. As of the Latest Practicable Date, we have not yet delivered to third parties
our purpose-built L4 autonomous driving vehicles at a large scale. We have reached
understanding with customers regarding future orders of our autonomous vehicle. Until the
customers enter into definitive purchase agreements for our autonomous vehicle, which is
within the discretion of the customers, no assurance can be made that the customers will
purchase our autonomous vehicles and we can receive payment as scheduled. In addition, we
have only recently started delivering ADAS, and have had limited proven track record of
successful operation in ADAS applications. Whether the order forecast from our customers will
materialize will ultimately depend on various factors, including the market acceptance of the
vehicle models on which ADAS will be installed, which are beyond our control.
RISK FACTORS
–6 8–


--- page 79 ---
Even if we are successful in developing and commercializing our autonomous driving and
ADAS technology, we could face unexpected difficulties, delays and cost overruns, including
as a result of factors beyond our control such as unforeseen issues with our technology,
problems with suppliers and adverse regulatory developments. Any failure to develop our
technology within our projected costs and timelines or failure to execute our business plan as
expected could have material adverse effects on our business, prospects, operating results and
financial condition.
In addition, we currently partner with OEMs to manufacture our autonomous driving
vehicles, instead of manufacturing the vehicles on our own. We believe these partnerships
enable us to remain asset-light and maintain focus on developing and upgrading our proprietary
autonomous driving products and services. We also intend to adopt an asset-light model across
our different business lines, such that instead of owning autonomous driving fleet by ourselves,
we may cooperate with third-party fleet asset owners and operate the vehicles on our platform.
However, such business model may present unpredictable challenges, which could materially
and adversely affect our business, prospects, financial condition and results of operations. See
“— Risks Related to the Manufacturing of Our Products — We cooperate with a large number
of business partners, including, among others, OEMs, Tier 1 suppliers, logistics and urban
service providers, and others. Collaboration with third parties subjects us to risks.” In addition,
as the scale of our business grows, it is possible that we may be required to take up vehicle
manufacturing and operation of a larger autonomous driving vehicle fleet ourselves, which is
much more capital-intensive for us relative to partnering with third parties. If that happens, we
cannot guarantee that we will possess the necessary human and capital resources to complete
such transition, in the expected timeframe or at all. Failure to do so could have material adverse
effects on our business, prospects, operating results and financial condition.
If our autonomous driving technology products and services fail to meet evolving
customer needs, respond to the industry evolution appropriately, tailor to developing use
cases or to perform as expected, our ability to market or sell our products and services
could be adversely affected.
In order to succeed, we need to tailor our products and services to address rapidly-
changing customer demands, the evolving autonomous driving technology and emerging user
cases. Our results of operation will depend on our ability to adapt and respond effectively to
these changes in a timely manner. We may not be equipped with the insight into new trends in
the autonomous driving industry that could emerge and affect our business operations, and we
may not be able to forecast and meet the continuously changing demands and preferences
towards our products and services. If we fail to develop new features of our technology
platform, autonomous driving vehicles or ADAS to meet the emerging marketing demands, we
may lose our competitive edge over other industry participants. If we fail to accurately estimate
the demand for our products and services, match the timing and quantities of component and
supplies purchases to actual needs or successfully implement inventory management and other
systems to accommodate the increased complexity in our supply chain, we may incur
unexpected production disruption and storage, transportation and write-off costs, which could
have a material adverse effect on our business, prospects, financial condition and operating
results.
RISK FACTORS
–6 9–


--- page 80 ---
We cannot assure you that our technology will achieve the required reliability for
autonomous driving at a large scale commercially. There can be no assurance that our
algorithms and data analytics could predict every single potential issue that may arise during
the operation of our autonomous driving vehicles, the failure of which could lead to road
accidents and casualties, and could materially and adversely affect our business, prospects,
financial condition and results of operations.
Furthermore, there can be no assurance that our customers and end users will be able to
properly adapt to the different operation processes for our autonomous driving vehicles. Any
accidents resulting from such failure to operate our autonomous driving vehicles properly
could harm our brand and reputation, result in adverse publicity and product liability claims,
and have a material adverse effect on our business, prospects, financial condition and operating
results.
Failure to continue to attract and retain customers, manage our relationship with them or
increase their reliance on our products and services could materially and adversely affect
our business and prospects.
Our relationship with our customers and business partners is crucial to our success. We
generate revenue from (i) the sales of autonomous driving vehicles, primarily including
robobuses, robotaxis and robosweepers, and related sensor suites, and (ii) the provision of
services, including autonomous driving related operational and technical support services,
ADAS research and development services, and intelligent data services. If we fail to maintain
relationships with our customers, or fail to continue to attract new customers, or if our
customers or end users reduce or cease the use of our products and services for any reason, our
business, financial condition, results of operations and prospects may be materially and
adversely affected.
In addition, we depend on a limited number of customers, including certain shareholders
of our Company, to generate a substantial portion of our revenue. The revenue attributable to
our five largest customers in each year/period during the Track Record Period was RMB415.7
million, RMB307.6 million, RMB169.3 million (US$23.6 million) and RMB96.4 million
(US$13.5 million) for the years ended December 31, 2022, 2023, 2024 and the six months
ended June 30, 2025, respectively, representing 78.8%, 76.6%, 46.8% and 48.4% of our total
revenue for the corresponding year/period. The revenue attributable to our largest customer in
each year/period during the Track Record Period was RMB155.9 million, RMB222.3 million,
RMB88.2 million (US$12.3 million) and RMB33.1 million (US$4.6 million) for the years
ended December 31, 2022, 2023, 2024 and the six months ended June 30, 2025, respectively,
representing 29.6%, 55.3%, 24.4% and 16.6% of our total revenue for the corresponding
year/period. We derived 10.2%, 12.1%, 8.9% and 4.1% of our total revenue from related parties
for the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30,
2025, respectively. There is no assurance that we will be able to maintain or expand our
relationships with our customers, or that we will be able to continue to serve them at current
levels, or at all. If any of our customers significantly reduces or even ceases its use of our
RISK FACTORS
–7 0–


--- page 81 ---
products and services, we may not be able to find alternative customers at comparable levels,
or at all. In addition, we may not be able to continue to attract new customers. As a result, we
may experience a decline in our revenue, which will negatively affect our results of operations
and financial performance.
RISKS RELATED TO THE MANUFACTURING OF OUR PRODUCTS
We cooperate with a large number of business partners, including, among others, OEMs,
Tier 1 suppliers, logistics and urban service providers, and others. Collaboration with
third parties subjects us to risks.
Strategic business relationships are and will continue to be an important factor in the
growth and success of our business. We have established a robust ecosystem consisting of
OEMs, Tier 1 suppliers, logistics and urban service providers, and others. A number of our
partners have also become our shareholders and invested in our future, demonstrating their
strong conviction in our technology and go-to-market strategy and providing further validation
for our product and service offerings. Components manufactured by OEMs or our Tier-1
suppliers could contain defects that would cause our autonomous driving vehicles to fail to
operate as intended. We will also need to identify and negotiate additional relationships with
other third parties. We may not be able to successfully identify and negotiate definitive
agreements with these business partners on terms that are attractive or at all, which would
cause us to incur increased costs to develop and provide these capabilities.
Collaboration with these third parties is subject to risks, some of which are outside our
control. We could experience delays to the extent our partners do not meet the agreed upon
timelines or experience capacity constraints. We could also experience disagreement in budget
or funding for the joint development projects. There is also a risk of other potential disputes
with partners in the future, including with respect to intellectual property rights. In addition,
our ability to successfully commercialize could also be adversely affected by perceptions about
the quality of our or our partners’ products and services. If our existing partner agreements
were to be terminated, we may be unable to enter into new agreements on terms and conditions
acceptable to us. The expense and time required to complete any transition, and to assure that
vehicles manufactured at facilities of new third-party partners comply with our quality
standards and regulatory requirements, may be greater than anticipated. Any of the foregoing
could adversely affect our business, results of operations, and financial condition.
Our customers’ ability to make payments may be negatively impacted by the economic
downturns, leading to longer payment cycles and increased difficulties in collecting
receivables, which poses a risk to our cash flow and overall liquidity.
Some of our customers may experience reduced payment capabilities due to a downturn
in the macroeconomic environment, leading to extended payment cycles and making it more
challenging for us to collect receivables. For example, our impairment loss on receivables
and contract assets significantly increased from RMB11.7 million in 2022 to RMB40.2
million in 2023, primarily attributed to the aging deterioration of receivables and contract
assets, as a result of slowed cash collection from our customers, and the increase of our
RISK FACTORS
–7 1–


--- page 82 ---
balances of receivables. Our impairment loss on receivables and contract assets decreased from
RMB40.2 million in 2023 to RMB28.7 million (US$4.0 million) in 2024 as we enhanced our
collection of receivables. Our impairment loss on receivables and contract assets decreased
from RMB13.4 million in the six months ended June 30, 2024 to RMB2.8 million (US$0.4
million) in the same period in 2025, primarily due to our improved collection of receivables.
There is no assurance that the financial position of our customers will remain healthy in the
future. If our customers experience financial distress or are unable to settle their payments in
a timely manner or at all, our liquidity and the financial condition could be adversely affected.
Because some key components in our vehicles come from limited sources of supply, we
may be susceptible to supply shortages, price adjustment, long lead time for components
and other supply changes, any of which could disrupt our supply chain.
Most of the components that are used to, or to be used to, manufacture our autonomous
driving vehicles are sourced from third-party suppliers and our OEM partners. We have limited
experience in managing a large supply chain to manufacture and deliver vehicles at scale. In
addition, some of the key components used to manufacture our autonomous driving vehicles
come from limited sources of supply. We may therefore be subject to the risk of shortages and
long lead times in the supply of these components and the risk that our suppliers discontinue
or modify components used in our vehicles. In addition, our agreements with most of our
third-party suppliers are non-exclusive. Our suppliers may dedicate more resources to other
companies, including our competitors, and the availability and pricing of the components
provided may be beyond our control. During the Track Record Period, we did not experience
shortages in the supply of key components from our major suppliers. However, we may be
subject to component shortages or pricing fluctuations in the future which could materially and
adversely affect our business and results of operations. In the event of a component shortage,
supply interruption or material pricing change from suppliers of these components, our
business partners who manufacture our autonomous driving vehicles may not be able to
develop alternate sources in a timely manner in the case of limited sources. Developing
alternate sources of supply for these components may be time-consuming, difficult and costly,
and our business partners who manufacture our autonomous driving vehicles may not be able
to source these components on terms that are acceptable to us, which may undermine our
ability to meet our requirements or to fill customer orders in a timely manner. Any interruption
or delay in the supply of any of these parts or components, or the inability to obtain these parts
or components from alternate sources at acceptable prices and within a reasonable amount of
time, would adversely affect our ability to meet our product launch timeline or scheduled
product deliveries to users. This could adversely affect our relationships with our customers
and could delay the expansion of our operations, including with our business partners who
manufacture our autonomous driving vehicles. Even where we are able to pass increased
component costs along to our customers, there may be a lapse of time before we are able to do
so such that we must absorb the increased cost initially. If we are unable to source these
components in quantities sufficient to meet our requirements on a timely basis, we will not be
able to meet customer demand, which may result in our customers using competitive services
instead of ours.
RISK FACTORS
–7 2–


--- page 83 ---
We rely on a stable and sufficient supply of high-quality raw materials, equipment, and
other necessary supplies. Any increases in prices or interruptions in supply could
negatively impact our business, profitability and results of operations.
We purchase research and development equipment, raw materials, reagent consumables,
and various goods and services from third-party suppliers and service providers for our
operations. If these third parties fail to deliver supplies that meet legal and regulatory
requirements, contract terms, or our standards, it could compromise the quality of our products
and solutions and even harm our reputation. Additionally, various factors may influence the
prices of our supplies, including economic conditions, market supply and demand,
environmental and regulatory requirements, natural disasters, both domestically and globally.
If there are significant price increases for these supplies, we may need to pass those increased
costs on to our customers. However, there is no guarantee that we will be able to raise the
prices of our products and services enough to cover these increased costs. Accordingly, any
substantial rise in supply prices could adversely affect our business, profitability and results of
operations.
We might also face shortages of the supplies, due to capacity constraints or market delays
and disruptions, particularly in light of supply chain challenges caused by global pandemics,
natural disasters, and international trade tensions. Even when our required supplies are
available, we may still struggle to secure adequate quantities at a reasonable price. Our
inability to secure supplies in adequate amounts and under commercially acceptable terms
could delay, hinder, or compromise our research and development efforts, and may have a
material adverse effect on our business, financial condition, results of operation, and prospects.
Misconduct or illegal actions of our third-party suppliers, manufacturers or other
business partners could materially and adversely affect our reputation, business, financial
condition and results of operations.
We work with third parties in developing and providing our products and services, such
as OEMs to develop and manufacture our autonomous driving vehicles. We carefully select our
third-party suppliers, manufacturers and other business partners, but we are not able to fully
control their actions. If these third parties fail to perform as we expect, experience difficulty
in meeting our requirements or standards, fail to conduct their business ethically, fail to provide
satisfactory services to end users, receive negative press coverage, violate applicable laws or
regulations, breach the agreements with us, or if the agreements we have entered into with the
third parties are terminated or not renewed, our business and reputation could be damaged. In
addition, if such third-party business partners cease operations, temporarily or permanently,
face financial distress or other business disruptions, increase their fees, or if our relationships
with them deteriorate, we would suffer from increased costs, be involved in legal or
administrative proceedings with or against our third-party service providers and experience
delays in providing end users with similar services until we find or develop a suitable
RISK FACTORS
–7 3–


--- page 84 ---
alternative. Furthermore, if we are unsuccessful in identifying high-quality partners, or
establishing cost-effective relationships with them, or effectively managing these relationships,
our business, prospects, financial conditions and results of operations would be materially and
adversely affected.
RISKS RELATED TO OUR INTELLECTUAL PROPERTY RIGHTS
We may not be able to adequately establish, maintain, protect and enforce our intellectual
property and proprietary rights or prevent others from unauthorized use of our
technology and intellectual property rights, which could harm our business and
competitive position and also make us subject to litigations brought by third parties.
Our intellectual property is an essential asset of our business. Failure to adequately
protect our intellectual property rights could result in our competitors offering similar products
and services, potentially resulting in the loss of our competitive advantage and a decrease in
our revenue, which would adversely affect our business prospects, financial condition and
operating results. Our success depends in part on our ability to protect our core technology and
intellectual property. We rely on a combination of intellectual property rights, such as patents,
trademarks, copyrights and trade secrets (including know-how), in addition to employee and
third-party nondisclosure agreements, intellectual property licenses and other contractual
rights, to establish, maintain, protect and enforce our rights in our technology, proprietary
information and processes. Intellectual property laws and our procedures and restrictions
provide only limited protection and any of our intellectual property rights may be challenged,
invalidated, circumvented, infringed or misappropriated. If we fail to protect our intellectual
property rights adequately, we may lose an important advantage in the markets in which we
compete. While we take measures to protect our intellectual property, such efforts may be
insufficient or ineffective, and any of our intellectual property rights may be challenged, which
could result in them being narrowed in scope or declared invalid or unenforceable. Other
parties may also independently develop technologies that are substantially similar or superior
to ours. We may also be forced to bring claims against third parties, or defend claims that they
may bring against us, to determine the ownership of what we regard as our intellectual
property. However, the measures we take to protect our intellectual property from unauthorized
use by others may not be effective and there can be no assurance that our intellectual property
rights will be sufficient to protect against others offering products, services or technologies that
are substantially similar or superior to ours and that compete with our business.
We have in the past initiated, and may in the future be involved in litigation to enforce
our intellectual property rights and to protect our trade secrets. Our efforts to enforce our
intellectual property rights have been, and may in the future be met with defenses,
counterclaims and countersuits attacking the validity and enforceability of our intellectual
property. Any litigation initiated by us concerning the violation by third parties of our
intellectual property rights is likely to be expensive and time-consuming and could lead to the
invalidation of, or render unenforceable, our intellectual property, or could otherwise have
negative consequences for us. Furthermore, it could result in a court or governmental agency
invalidating or rendering unenforceable our patents or other intellectual property rights upon
RISK FACTORS
–7 4–


--- page 85 ---
which the suit is based. We will not be able to protect our intellectual property if we are unable
to enforce our rights or if we do not detect unauthorized use of our intellectual property. Our
inability to protect our proprietary technology against unauthorized copying or use, as well as
any costly litigation or diversion of our management’s attention and resources, could delay the
introduction and implementation of new technologies, result in our substituting inferior or
more costly technologies into our products or injure our reputation. Moreover, policing
unauthorized use of our technologies, trade secrets and intellectual property may be difficult,
expensive and time-consuming, particularly in foreign countries where the laws may not be as
protective of intellectual property rights as those in the United States and where mechanisms
for enforcement of intellectual property rights may be weak. If we fail to meaningfully
establish, maintain, protect and enforce our intellectual property and proprietary rights, our
business, operating results and financial condition could be adversely affected.
We may not be able to protect our intellectual property rights throughout the world, and
changes in patent law could diminish the value of patents in general, thereby impairing
our ability to protect our products.
We routinely apply for and register intellectual property in mainland China and overseas.
The protection of intellectual property rights in mainland China is different from that of the
United States or other developed countries. In addition, filing, prosecuting, maintaining,
defending and enforcing patents and other intellectual property rights on our products and
services in all countries throughout the world would be prohibitively expensive, and our
intellectual property rights in some countries outside China can be less extensive than those in
mainland China. In addition, effective intellectual property protection may not be available in
every jurisdiction in which we offer our products and services. Although we have generally
taken measures to protect our intellectual property rights, there can be no assurance that we
will be successful in protecting or enforcing our rights in every jurisdiction. Consequently, we
may not be able to prevent third parties from practicing our inventions in all jurisdictions
where we operate or expect to operate in the future, or from selling or importing products made
using our inventions into other jurisdictions. Competitors may misappropriate our technologies
in jurisdictions where we have not obtained patent protection or other intellectual property
rights to develop their own products and may export otherwise infringing, misappropriating or
violating products. These products may compete with our products, and our patents or other
intellectual property rights may not be effective or sufficient to prevent them from competing.
We may encounter problems in protecting and defending intellectual property rights in
foreign jurisdictions. The legal systems of some countries where we may apply for registration
of intellectual property may not favor the enforcement of patents and other intellectual
property rights, which could make it difficult for us to stop the infringement, misappropriation,
or other violation of our intellectual property rights generally. Proceedings to enforce our
intellectual property rights in foreign jurisdictions could result in substantial costs and divert
our efforts and attention from other aspects of our business, could put our patents at risk of
RISK FACTORS
–7 5–


--- page 86 ---
being invalidated or interpreted narrowly, and our patent applications at risk of not issuing, and
could provoke third parties to assert claims against us. We may not prevail in any lawsuits that
we initiate, and the damages or other remedies awarded, if any, may not be commercially
meaningful.
In addition, changes in U.S. patent law could diminish the value of patents in general,
thereby impairing our ability to protect our innovations in the United States. The patent grant
system in the United States has recently transitioned from a “first-to-invent” to a “first-to-file”
system for deciding which party should be granted a patent when two or more patent
applications are filed by different parties claiming the same invention. Under the current
“first-to-file” system, assuming the other requirements for patentability are met, the first
inventor to file a patent application generally will be entitled to a patent on the invention
regardless of whether another inventor had made the invention earlier. As such, a third party
that files a patent application in the United States Patent and Trademark Office before us could
be awarded a patent covering an invention of ours even if we made the invention before it was
made by the third party. This and other changes in the U.S. patent law could increase the
uncertainties and costs surrounding the prosecution of our patent applications and the
enforcement or defense of our issued patents, all of which could have a material adverse effect
on our business, financial condition, results of operations, and prospects.
Our patent applications may not issue as patents, which may have a material adverse
effect on our ability to prevent others from commercially exploiting products and services
similar to ours.
We cannot be certain that we are the first inventor of the subject matter to which we have
filed a particular patent application, or if we are the first party to file such a patent application.
If another party has filed a patent application to the same subject matter as we have, we may
not be entitled to the protection sought by the patent application. Further, the scope of
protection of issued patent claims is often difficult to determine. As a result, we cannot be
certain that the patent applications that we file will issue, or that our issued patents will be
broad enough to protect our proprietary rights or otherwise afford protection against
competitors with similar technology. In addition, the issuance of a patent is not conclusive as
to its inventorship, scope, validity or enforceability. Our competitors may challenge or seek to
invalidate our issued patents, or design around our issued patents, which may adversely affect
our business, prospects, financial condition or operating results. Also, the costs associated with
enforcing patents, confidentiality and invention agreements, or other intellectual property
rights may make aggressive enforcement impracticable.
In addition to patented technology, we rely on our unpatented proprietary technology,
trade secrets, processes and know-how.
We rely on proprietary information (such as trade secrets, know-how and confidential
information) to protect intellectual property that may not be patentable, or that we believe is
best protected by means that do not require public disclosure. We generally seek to protect this
proprietary information by entering into confidentiality agreements, or consulting, services or
RISK FACTORS
–7 6–


--- page 87 ---
employment agreements that contain non-disclosure and non-use provisions with our
employees, consultants, contractors, scientific advisors and third parties. However, we cannot
guarantee that we have entered into such agreements with each party that has or may have had
access to our trade secrets or proprietary information and, even if entered into, these
agreements may be breached or may otherwise fail to prevent disclosure, third-party
infringement or misappropriation of our proprietary information, may be limited as to their
term and may not provide an adequate remedy in the event of unauthorized disclosure or use
of proprietary information. We have limited control over the protection of trade secrets used
by our third-party manufacturers and suppliers and could lose future trade secret protection if
any unauthorized disclosure of such information occurs. In addition, our proprietary
information may otherwise become known or be independently developed by our competitors
or other third parties. To the extent that our employees, consultants, contractors and other third
parties use intellectual property owned by others in their work for us, disputes may arise as to
the rights in related or resulting know-how and inventions. Costly and time-consuming
litigation could be necessary to enforce and determine the scope of our proprietary rights, and
failure to obtain or maintain protection for our proprietary information could adversely affect
our competitive business position. Furthermore, laws regarding trade secret rights in certain
markets where we operate may afford little or no protection to our trade secrets. If any of our
trade secrets were to be lawfully obtained or independently developed by a competitor or other
third party, we would have no right to prevent them from using that trade secret to compete
with us. If any of our trade secrets were to be disclosed (whether lawfully or otherwise) to or
independently developed by a competitor or other third party, our business, operating results,
and financial condition will be materially and adversely affected.
We also rely on physical and electronic security measures to protect our proprietary
information, but we cannot guarantee that these security measures provide adequate protection
for such proprietary information or will never be breached. There is risk that third parties may
obtain unauthorized access to and improperly utilize or disclose our proprietary information,
which could harm our competitive advantages. We may not be able to detect or prevent the
unauthorized access to or use of our information by third parties, and we may not be able to
take appropriate and timely steps to mitigate the damages, or the damages may not be capable
of being mitigated or remedied.
We may be subject to intellectual property infringement claims, which may be expensive
to defend and may disrupt our business and operations.
The industry in which our business operates is characterized by a large number of patents,
some of which may be of questionable scope, validity or enforceability, and some of which may
appear to overlap with other issued patents. As a result, there is a significant amount of
uncertainty in the industry regarding patent protection and infringement. In recent years, there
has been significant litigation globally involving patents and other intellectual property rights.
Third parties have asserted, and may in the future assert, that we have infringed,
misappropriated or otherwise violated their intellectual property rights. Although past
assertions have been settled and did not have any material adverse effect on our business and
operations, there can be no guarantee that future assertions of this kind will not have a material
RISK FACTORS
–7 7–


--- page 88 ---
adverse effect on our business and operations. We may not be able to obtain a commercially
reasonable license or a license that we obtain (if any) may not entirely resolve the potential
risks of intellectual property infringement. As we face increasing competition and as a public
company, the possibility of intellectual property rights claims against us grows. Such claims
and litigation may involve one or more of our competitors focused on using their patents and
other intellectual property to obtain competitive advantage, or patent holding companies or
other adverse intellectual property rights holders who have no relevant product and service
revenue, and therefore our own pending patents and other intellectual property rights may
provide little or no deterrence to these rights holders in bringing intellectual property rights
claims against us. There may be intellectual property rights held by others, including issued or
pending patents and trademarks, that cover significant aspects of our technologies or business
methods, and we cannot assure that we are not infringing or violating, and have not infringed
or violated, any third-party intellectual property rights or that we will not be held to have done
so or be accused of doing so in the future. In addition, because patent applications can take
many years until the patents issue, there may be applications now pending of which we are
unaware, which may later result in issued patents that our products and services may infringe.
We expect that in the future we may receive notices that claim we or our collaborators have
misappropriated or misused other parties’ intellectual property rights, particularly as the
number of competitors in our market grows.
To defend ourselves against any intellectual property claims brought by third parties,
whether with or without merits, can be time-consuming and could result in substantial costs
and a diversion of our resources. These claims and any resulting lawsuits, if resolved adversely
to us, could subject us to significant liability for damages, impose temporary or permanent
injunctions against our products, technologies or business operations, or invalidate or render
unenforceable our intellectual property.
If our technology is determined to infringe a valid and enforceable patent, or if we wish
to avoid potential intellectual property litigation on any alleged infringement, misappropriation
or other violation of third party intellectual property rights, we may be required to do one or
more of the following: (i) cease development, sales, provision or use of our products and
services that incorporate or use the asserted intellectual property right; (ii) obtain a license
from the owner of the asserted intellectual property right, which may be unavailable on
commercially reasonable terms, or at all, or which may be non-exclusive, thereby giving our
competitors and other third parties access to the same technologies licensed to us; (iii) pay
substantial royalties or other damages; or (iv) redesign our technology or one or more aspects
or systems of our autonomous driving vehicles to avoid any infringement or allegations
thereof. The aforementioned options sometimes may not be commercially feasible.
Additionally, in our ordinary course of business, we agree to indemnify our customers,
ecosystem partners and other commercial counterparties for any infringement arising out of
their use of our intellectual property, so we may face liability to our business partners or third
parties for indemnification or other remedies in the event that they are sued for infringement.
RISK FACTORS
–7 8–


--- page 89 ---
We may also in the future license third party technology or other intellectual property, and
we may face claims that our use of such in-licensed technology or other intellectual property
infringes, misappropriates or otherwise violates the intellectual property rights of others. In
such cases, we will seek indemnification from our licensors. However, our rights to
indemnification may be unavailable or insufficient to cover our costs and losses.
We also may not be successful in any attempt to redesign our technology to avoid any
alleged infringement. A successful claim of infringement against us, or our failure or inability
to develop and implement non-infringing technology or license the infringed technology on
acceptable terms and on a timely basis, could materially adversely affect our business and
results of operations. Furthermore, such lawsuits, regardless of their merits or success, would
likely be time-consuming and expensive to resolve and would divert management’s time and
attention from our business, which could seriously harm our business. Also, such lawsuits,
regardless of their merits or success, could seriously harm our reputation with customers and
in the industry at large.
We utilize open-source software, which may pose particular risks to our proprietary
software, technologies, products, and services in a manner that could harm our business.
We use open-source software in our in-vehicle software, which are installed on all of our
autonomous vehicles. We anticipate to continue using open-source software in the future. The
terms of many open-source licenses to which we are subject have not been interpreted by U.S.
or foreign courts, and there is a risk that open-source software licenses could be construed in
a manner that imposes unanticipated conditions or restrictions on our ability to provide or
distribute our products or services or retain our ownership of our proprietary intellectual
property. Additionally, we could face claims from third parties claiming ownership of, or
demanding release of, the open-source software or derivative works that we developed using
such software, which could include our proprietary source code, or otherwise seeking to
enforce the terms of, or alleging breach of, the applicable open-source license. These claims
could result in litigation and could require us to purchase a costly license or cease offering the
implicated products or services unless and until we can re-engineer them to avoid breach of the
applicable open-source software licenses or potential infringement. This re-engineering
process could require us to expend significant additional research and development resources,
and we cannot guarantee that we will be successful.
Additionally, the use of certain open-source software can lead to greater risks than use of
third-party commercial software, as open-source licensors generally do not provide warranties
or controls on the origin of software. There is typically no support available for open-source
software, and we cannot ensure that the authors of such open-source software will implement
or push updates to address security risks or will not abandon further development and
maintenance. Many of the risks associated with the use of open-source software, such as the
lack of warranties or assurances of title, non-infringement or performance, cannot be
eliminated, and could, if not properly addressed, negatively affect our business. We have
processes to help alleviate these risks, including a review process to disallow any open source
code with licenses that will expose our own code and intellectual property, but we cannot be
RISK FACTORS
–7 9–


--- page 90 ---
sure that all open-source software is identified or submitted for approval prior to use in our
products and services. Any of these risks could be difficult to eliminate or manage, and, if not
addressed properly, could adversely affect our ownership of proprietary intellectual property,
the security of our vehicles, or our business, results of operations and financial condition.
RISKS RELATED TO OUR GENERAL OPERATIONS
We operate and compete in highly competitive markets, facing challenges from both
current and future competitors. If we fail to commercialize our technology on a large scale
before our competitors, develop superior technology and products, or compete effectively,
we may lose our market share or fail to gain additional market share, and our growth and
financial condition may be adversely affected.
We face competition from autonomous driving industry participants in each of our
products and solutions which will only intensify if we introduce additional vehicle types or
expand the use cases of our autonomous technology. The competitive landscape of our industry
is shaped by a multitude of evolving elements, such as overall economic trends, ability to
source capital, improvements in technology infrastructure and products, implementation
capability, public acceptance, and regulatory changes. These factors, which are largely outside
our control, can change unpredictably and thereby affect our standing in the competition.
Our future success will depend on our ability to maintain our leading competitive position
with respect to our technological advances over our existing and any new competitors. We face
competition, both in mainland China and internationally, from autonomous driving companies
that offer autonomous driving technologies, products and services. In addition to the existing
competitors, we may also face competition from automotive OEMs global-wide and other
global technology giants, particularly those who are building internal autonomous driving
development programs. In addition, because the autonomous driving market is relatively
nascent, our OEM partners and we have been and are expected to continue exploring different
business models and innovating our product and solutions. Our OEM partners may launch
autonomous driving vehicles that potentially compete with our vehicles for customers, end
users and market share.
Some of our current and potential competitors have greater financial, technical and other
resources than us and may be able to deploy greater resources to the advancement of
autonomous driving technologies. If we fail to compete effectively, or if we are compelled to
take costly measures in reaction to the moves of our competitors, our profitability, results of
operations and financial condition may be materially and adversely affected. In addition, our
competitors in certain geographic markets may enjoy substantial competitive advantages such
as greater brand recognition, longer operating histories, better localized knowledge and more
supportive regulatory regimes. Some of our competitors may be capable of offering innovative
service and product offerings and more desirable pricing models. As a result, such competitors
may be able to respond more quickly and effectively than us in such markets to new or
changing opportunities, technologies, consumer preferences, regulations, or standards, which
may render our products or offerings less attractive. We cannot be certain that the pace of our
RISK FACTORS
–8 0–


--- page 91 ---
growth or our product offerings will meet the demand of our customers and end users at all
times, the failure of which may materially and adversely affect our business, prospects,
financial condition and results of operations. Furthermore, increased competition could also
intensify our pricing pressure and force us to adjust our pricing strategies to maintain and grow
our market share. We may not have the same financial resources as our competitors that allow
us to adjust pricing, which may result in a loss of customers and future market share. On the
other hand, if we follow the downward price adjustment trend, our ability to generate revenue
and achieve profitability may be adversely affected.
Our expansion into new geographical areas and jurisdictions involves inherent risks,
which may adversely affect our business and results of operations.
Our expansion into new geographical areas and jurisdictions, including Europe and the
Middle East, involves new risks and challenges associated with such new markets, such as
obtaining permits to conduct test driving and further, commercialization, of our autonomous
driving vehicles in these new geographical areas and jurisdictions. We may also need to adjust
our pricing policies to adapt to local economic conditions. Furthermore, our expansion into
international markets will require us to respond timely and effectively to rapid changes in
market conditions in the relevant countries and regions. Our success in international expansion
partially depends on our ability to succeed in different legal, regulatory, economic,
environmental, social, and political conditions which we have little control over. Our business
operations in new geographical areas and jurisdictions may be disrupted by changes in local
laws, regulations and policies. We cannot assure that we will be able to execute on our business
strategy or that our product and service offerings will be successful in such markets.
We may not be able to execute our growth strategies successfully or manage our growth,
and as a result, our business may be adversely affected.
Our ability to maintain or enhance our growth rates and achieve profitability partially
depends on our ability to increase our revenue and operating income through a series of organic
growth initiatives. Our growth strategies include to grow business to reach large-scale
commercialization, continue to strengthen our technology, reduce cost and improve operational
efficiency, expand global presence and to broaden strategic partnership. However, we may not
be able to execute on these strategies as effectively as anticipated. Our ability to execute on
these strategies depends on a number of factors, including:
 our ability to build on our technological and business milestones to advance towards
full commercialization across robotaxi, robobus, robovan, robosweeper and other
autonomous driving use cases;
 our ability to work with OEMs and other suppliers to scale up our products and
services to meet our customers’ needs;
 our ability to work with business partners to bring leading ADAS to the market;
RISK FACTORS
–8 1–


--- page 92 ---
 our ability to continue to deliver our technology through providing autonomous
driving products and services;
 whether we have adequate capital resources to expand and optimize our technology
platform, expand our offerings, enhance our data capabilities and increase our
spending on talent development;
 our ability to continue to upgrade our technology platform and to accelerate the
evolution of our product and service offerings;
 our successful execution of our overseas expansion plan;
 our ability to improve operational efficiency;
 our ability to strengthen our existing partnerships and enter into new strategic
partnerships with industry leaders across the value chain;
 our ability to hire, train and retain top talent in the autonomous driving industry; and
 our ability to navigate an evolving and complex regulatory environment.
Our current and future autonomous driving products and services may not generate the
expected levels of sales and profitability, and our growth strategies may not lead to the
commercialization necessary to achieve a comparable level of profitability. To the extent that
we are unable to execute on our growth strategies in accordance with our expectations and fail
to achieve the expected levels of sales and profitability, our business and results of operations
may be adversely impacted. In addition, our growth may continue to fluctuate and may be
below our historical rates. Therefore, we cannot assure you that we will achieve and
subsequently maintain profitability in the future.
Our autonomous driving technology and related software and hardware could have
undetected defects or contain serious errors, which could create safety issues, reduce
market adoption, damage our brand image, subject us to product recalls or expose us to
product liability and other claims that could materially and adversely affect our business.
Our autonomous driving technology is highly technical and very complex, and has in the
past and may in the future experience defects, errors or bugs at various stages of development.
We may be unable to timely correct problems to our business partners’ and end users’
satisfaction. Additionally, there may be undetected errors or defects especially as we introduce
new systems or as new versions are released. Undetected errors and defects may cause our
autonomous driving vehicles that make up our fleet and the vehicles of our customers applying
our autonomous driving technology to malfunction, which could result in serious injury to or
death of the end users of vehicles, or those in the surrounding area. Errors or defects in our
products and services may only be discovered after they have been tested, commercialized and
deployed. We generally offer a limited warranty to our customers for our products in order to
RISK FACTORS
–8 2–


--- page 93 ---
repair or replace for the aforementioned errors, defects or hardware component failures.
However, subject to the product liability related laws and regulations in the jurisdictions where
our products and services are offered, we may incur significant additional development costs
and product recall, repair or replacement costs, or more importantly, liability for personal
injury or property damage caused by such errors or defects, as these problems would also likely
result in claims against us. The occurrence of any of the above will cost us significant expense
and diversion of management attention and other resources. Our reputation or brand may be
damaged as a result of these problems and end customers may be reluctant to use our vehicles
and services, which could adversely affect our ability to retain existing customers and attract
new customers, and could materially and adversely affect our financial results.
For each autonomous driving vehicle type we have developed, the vehicles that adopt our
ADAS and our future autonomous driving vehicle models, once production begins, we may
experience product liability disputes and product recalls, which could adversely affect our
brand in our target markets and could adversely affect our business, prospects, financial
conditions and results of operations. Any product liability dispute or product recall in the future
may result in adverse publicity, damage our brand and materially adversely affect our business,
prospects, operating results, and financial condition. In the future, we may be subject to
product recalls if any of the components of our autonomous driving vehicles prove to be
defective or non-compliant with applicable motor vehicle safety standards. Such recalls
typically involve significant expense and diversion of management attention and other
resources, which could adversely affect our brand image, as well as our business, prospects,
financial condition and results of operations. In addition, we could face material legal claims
for breach of contract, product liability, tort or breach of warranty as a result of defects and
errors in our software and hardware. Any such lawsuit may cause irreparable damage to our
brand and reputation. In addition, defending a lawsuit, regardless of its merit, could be costly
and may divert management’s attention and adversely affect the market’s perception of our
brand and our products. In addition, our business liability insurance coverage could prove
inadequate with respect to a claim and future coverage may be unavailable on acceptable terms
or at all. These product-related issues could result in claims against us and our business could
be materially and adversely affected.
RISK FACTORS
–8 3–


--- page 94 ---
Our business generates and processes a large amount of data, and we are required to
comply with PRC and other regions’ applicable laws relating to privacy and
cybersecurity. The improper use or disclosure of data or failure to comply with applicable
laws and regulations could have a material and adverse effect on our business and
prospects.
In operating our business and providing services to customers and end users, we collect,
use, store, transmit and otherwise process various types of data. While we take measures to
comply with all applicable cybersecurity and data privacy laws and regulations, we face risks
and challenges inherent in processing and protecting large volume of data, including:
 protecting the data collected, stored and processed on our technology systems,
including against attacks on our system by outside parties or fraudulent behavior or
improper use by our employees;
 addressing concerns related to privacy and sharing, safety, security and other
factors, including properly sanitizing personal data collected; and
 complying with applicable laws, rules and regulations relating to the collection, use,
storage, transfer, disclosure and security of personal information and other data.
The users’ data obtained by us through the WeRide Go app, our online taxi platform, is
stored on the cloud provided by a leading cloud service supplier in China. We have reached
written agreements with this cloud service supplier on data security obligations, requiring it to
adopt appropriate technical measures and management measures to protect the data.
Even with the aforementioned agreements, we do not control the cloud services provided
by the aforementioned cloud service supplier, and there is a risk that such services may not be
reliable. If the cloud service supplier violates the agreements or relevant regulations, we may
incur additional costs and time to supervise their work, and we may be held responsible for
their misconduct and face claims from users.
When our L4 autonomous driving vehicles are in operation, with certain camera angle,
camera accuracy and the relative speed and position between our vehicle and pedestrians or
other vehicles under limited circumstances, the cameras of our vehicles may collect certain
personal information. According to the Several Provisions on V ehicle Data Security
Management (Trial Implementation) (֛(༊Б)), if it is
impossible to obtain consent from individuals to collect and provide personal information
outside the vehicle due to the need to ensure driving safety, anonymization should be
performed, including deleting images containing natural persons that can be identified, or
performing partial blurring of human figures in the videos. For personal information originated
outside the vehicle, we are unable to obtain the consent of the relevant individuals. As such,
we desensitize the videos collected by smearing facial features and license plates before such
information leaves the vehicles. The original videos are deleted immediately after such
RISK FACTORS
–8 4–


--- page 95 ---
desensitization is completed. However, we cannot assure you that the de-identification
measures we take fully comply with regulatory requirements in this regard, the failure of which
may subject us to administrative measures and severely disrupt our business operations.
In addition to the regulations on vehicle-collected data discussed above, the PRC
regulatory and enforcement regime with regard to data security and data protection in general
is evolving and may be subject to different interpretations or changes. Moreover, different PRC
regulatory bodies, including the Standing Committee of the National People’s Congress, or the
SCNPC, the MIIT, the CAC, the MPS and the State Administration for Market Regulation, or
the SAMR, have enforced data privacy and protections laws and regulations with varying
standards and applications. See “Regulatory Overview — Regulations Relating to
Cybersecurity and Data Security” and “Regulatory Overview — Regulations Relating to
Privacy.”
In December 2021, the CAC, together with other authorities, jointly promulgated the
Revised Cybersecurity Review Measures ((وࠈࡌwhich became
effective on February 15, 2022 and replaces its predecessor regulation. Pursuant to the Revised
Cybersecurity Review Measures, critical information infrastructure operators that purchase
internet products and services and network platform operators that conduct data processing
activities must be subject to the cybersecurity review if their activities affect or may affect
national security.
We do not believe that the users’ data stored by our cloud services provider could result
in us or the cloud services provider being subject to a cybersecurity review by the CAC. Under
the Revised Cybersecurity Review Measures, a CAC cybersecurity review may be triggered
when (i) operators of “critical information infrastructure” purchase network products and
services that affect or may affect national security; (ii) network platform operators holding the
personal information of more than one million users plan to list abroad; and (iii) network
platform operators conduct data processing activities that affect or may affect national security.
With respect to (i) and (ii), we have not been designated by the relevant PRC authorities as an
operator of “critical information infrastructure” and are currently not in possession of more
than one million users’ data, and the listing does not constitute a “listing abroad” under the
Revised Cybersecurity Review Measures. In terms of (iii), we do not believe that our handling
of the data stored by our cloud service provider affects or may affect national security, given
that (a) we only collect user data necessary for providing our services and ensuring user safety,
and none of such data is considered “important data” under the relevant PRC regulations that
may endanger national security and public interests if tampered with, damaged, disclosed,
illegally obtained or illegally utilized; (b) the amount of personal information we hold is
currently far less than one million; (c) we have adopted security measures to safeguard users’
data stored in the cloud and prevent cybersecurity incidents such as data breach, tampering,
damage or loss; and (d) the users’ data stored in the cloud are not provided to any non-PRC
entities in any form. As of the Latest Practicable Date, we have not been subject to or received
any notice requiring us to file for a cybersecurity review by the CAC with respect to the users’
data stored by our cloud services provider.
RISK FACTORS
–8 5–


--- page 96 ---
As of the Latest Practicable Date, we have not been designated by the relevant PRC
authorities as a critical information infrastructure operator, nor have we been involved in any
formal investigations on cybersecurity review made by the CAC or any other PRC authority on
such basis or any cybersecurity-related warning or sanction from the PRC government or any
notice from relevant authorities specifying us to file for the cybersecurity review.
However, if we plan to list our securities on other foreign stock exchanges in the future,
and if by that time the amount of users’ personal information we possess exceeds one million,
we will be obligated to apply for a cybersecurity review. If and when we are required to go
through a cybersecurity review, we face uncertainties as to whether we will be able to timely
complete the review, or at all, which may bring substantial uncertainties to our future listing
and financing plan, and therefore adversely affect our business and results of operations.
In general, compliance with the existing PRC laws and regulations, as well as additional
laws and regulations that PRC regulatory bodies may enact in the future, related to data
security and personal information protection, may be costly and may result in additional
expenses to us, and subject us to negative publicity, which could harm our reputation and
business operations. There are also uncertainties with respect to how such laws and regulations
will be implemented and interpreted in practice.
In addition to mainland China, we have also commenced testing and commercialization
of our autonomous driving vehicles overseas. As we expand our global footprints, we expect
to be subject to laws and regulations in foreign jurisdictions, such as the U.S., regarding data
privacy, protection, and security. These regimes may, among other things, impose data security
requirements, disclosure requirements, and restrictions on data collection, uses, and sharing
that may impact our operations and the development of our business. As of the Latest
Practicable Date, we had not offered any services to the general public in the United States and
have not collected any consumer information there. However, our products and services may
evolve to add new features and functionality to respond to market demand that may change our
privacy obligations. Therefore, the full impact of these privacy regimes on our business is
rapidly evolving across jurisdictions and remains uncertain at this time. Complying with these
obligations could cause us to incur substantial costs and could increase negative publicity
surrounding any incident that compromises user data. Failure to fully comply with these laws
and regulations in overseas jurisdictions could also result in regulatory enforcement actions
against us or otherwise subject us to significant liability, costs and a material loss of revenue
resulting from the adverse impact on our reputation and brand. Any of such events could have
materially adverse effect on our business, financial condition, results of operations and
prospects.
RISK FACTORS
–8 6–


--- page 97 ---
Our operations are subject to extensive and evolving governmental regulations and may
be adversely affected by changes in automotive safety regulations that could impose
substantial costs, legal prohibitions or unfavorable changes upon our operations, and we
may incur material liabilities under, or costs in order to comply with, existing or future
laws and regulations.
We are subject to legal and regulatory requirements, political uncertainty and social,
environmental and economic conditions in jurisdictions we operate, including markets in
which we generate significant sales, over which we have little control and which are inherently
unpredictable. The costs of compliance, including remediations of any discovered issues and
any changes to our operations mandated by new or amended laws, may be significant, and any
failures to comply could result in significant expenses, delays or fines. We are subject to laws
and regulations applicable to the manufacture, sale, import, export and service of automobiles
in general, both domestically and abroad. In addition, there are a variety of international and
domestic regulations that may apply to autonomous driving vehicles, which include many
existing vehicle standards that were not originally intended to apply to vehicles that may not
have a driver. The laws, regulations, administrative orders and regulatory standards relating to
autonomous driving are still developing and remain subject to substantial uncertainty. There
has been relatively little mandatory government regulation of the autonomous driving industry
to date and no widely accepted uniform standards to certify autonomous driving technology
and its commercial use on public roads. On July 27, 2021, the Ministry of Industry and
Information Technology, or the MIIT, the Ministry of Public Security, or the MPS, and the
Ministry of Transport, or the MOT, jointly issued the Circular on the Norms on Administration
of Road Testing and Demonstrative Application of Autonomous Driving V ehicles (Trial
Implementation) ( ౽ঐၣᑌӛԓ༸༩಻༊ၾͪᇍᏐ͜၍ଣ஝ᇍ(༊Б)), or the Road Testing
and Demonstrative Application Circular, which replaced the Circular on the Norms on
Administration of Road Testing of Autonomous Driving V ehicles (Trial Implementation) ( ౽
ঐၣᑌӛԓ༸༩಻༊၍ଣ஝ᇍ(༊Б)). According to the Road Testing and Demonstrative
Application Circular, a subject for road testing refers to an entity that applies for and organizes
a road testing for autonomous driving vehicles, and bears corresponding liability. Such entity
shall meet various regulatory requirements, including related business capacity, ability to pay
civil compensation for possible personal and property losses caused by road tests, evaluation
rules for test driving, ability to safeguard network security and others. On November 17, 2023,
the MIIT, the MPS, the MOT, and Ministry of Housing and Urban-Rural Development of the
PRC jointly issued the Notice on the Pilot Implementation of Intelligent Connected V ehicle
Access (), which took effect
immediately. This notice outlines detailed regulations for the admission and road operation of
intelligent connected vehicles during the pilot period. On November 21, 2023, the MOT
released the Service Guidelines on Transportation Safety for Autonomous Driving V ehicles (for
Trial Implementation) (یܸ(༊Б)), effective immediately.
These guidelines govern the use of autonomous driving vehicles for various transportation
operations on different roadways, specifying the scenarios and conditions under which these
vehicles can be used in different transportation contexts. In addition, certain local governments
in mainland China, such as Shenzhen, Wuhan, Guangzhou, Zhengzhou, Nanjing, Qionghai,
Wuxi, Dalian, Suzhou, Ordos, Qingdao, and Beijing, have issued or applied local rules and
RISK FACTORS
–8 7–


--- page 98 ---
regulations for the road testing of autonomous driving vehicles in accordance with the
central-level regulations. See “Regulatory Overview — Regulations Relating to Autonomous
Driving V ehicles” for details. We have been approved by local governmental authorities to
conduct test driving of our autonomous driving vehicles in cities such as Guangzhou,
Shenzhen, Beijing, Wuxi, Dalian and others. However, such governmental approvals are for
specific time periods, and we cannot guarantee that we will be able to renew the approvals
when needed. In addition, we may not be able to obtain approvals from the local governments
of other cities where we expect to conduct road tests in the future, in a timely manner or at all.
Furthermore, while we have built safety processes to ensure that the performance of our
technology meets the regulatory requirements and standards as we interpret the applicable laws
and regulations, there can be no assurance that these measures will be deemed by relevant
governmental authorities as sufficient, or will meet future regulatory requirements enacted
regarding the operation and commercialization of self-driving technology. Moreover, laws,
regulations, administrative orders and regulatory standards with regard to autonomous driving
vehicles and their road tests in the jurisdictions we operate continue to rapidly evolve and are
complex, which increases the likelihood of varying complex or conflicting regulations or may
limit global adoption, impede our strategy, or negatively impact our long-term expectations for
our investments in these areas, and could adversely affect our business. In addition, certain
regulations and implementation provides new requirements and local government authorities
have significant amount of discretion in interpreting, implementing and enforcing rules and
regulations. If we fail to comply with the applicable legal requirements concerning the
autonomous driving industry in a timely manner, our operation may be subject to the order of
rectification, fine or the suspension of non-compliant operations, which may materially and
adversely affect our business and results of operations.
In addition, as we grow our business to provide our products and services in additional
countries and regions, we will be subject to complex environmental, manufacturing, health and
safety laws and regulations at numerous jurisdictions, including but not limited to laws relating
to autonomous driving, vehicle transportation, product material inputs and product liability.
Particularly, the rate at which governments approve autonomous driving products could impact
our operations. The deployment and operational capability of our L4 autonomous driving
vehicles in real-world scenarios are contingent upon receiving timely governmental approvals,
especially for our projects overseas. Delays in securing these essential regulatory approvals can
significantly affect our revenue recognition timing, as these approvals are indispensable for
progressing from the testing phase to full-scale commercialization. Furthermore, we may
become subject to laws with respect to anti-corruption, anti-bribery, anti-money laundering and
other similar laws and regulations in various jurisdictions in which we conduct, or in the future
may conduct, activities. Non-compliance with any of the foregoing laws and regulations may
subject us to significant fines, penalties, lawsuits and enforcement actions, result in regulatory
sanctions and additional compliance requirements, increase regulatory scrutiny of our business,
restrict our operations or damage our reputation.
RISK FACTORS
–8 8–


--- page 99 ---
Any lack of requisite approvals, licenses or permits applicable to our business operation
may have a material and adverse impact on our business and results of operations.
Our business is subject to intense regulation, and we are required to hold a number of
licenses and permits in connection with our business operations. As advised by our PRC Legal
Advisor, as of the Latest Practicable Date, we had obtained all the licenses and permits
necessary for our current business operations in China in all material aspects. However, we
cannot assure you that we will be able to renew the licenses and permits that we have obtained,
or obtain new licenses and permits required for our future business operations, when necessary
in a timely manner, or at all.
We currently collaborate with Guangzhou Y uji Technology Co., Ltd. (ࠢ
ʮ̡), or Guangzhou Y uji, a service provider that possesses a navigation electronic map
production and surveying license, to provide surveying and mapping services to our Company.
Under the cooperation, the service provider provides us with HD maps services to complement
the vision of our sensors. In October 2022, in order to comply with certain regulatory
development, we expanded our cooperation scope with such licensed service provider to also
cover the conduction of activities that requires qualification in order to facilitate the operation
of our vehicles. If our cooperation with such service provider is terminated or expires without
timely renewal for any reason, and we cannot reach similar cooperation arrangements with
other qualified service providers on terms acceptable to us, or at all, we may have to halt the
relevant operation of our vehicles until we can obtain such licenses, if ever. Any of the
foregoing may disrupt our operations and may materially and adversely affect our business,
financial condition and results of operations. Moreover, we had historically conducted
surveying and mapping in internet mapping service category and hold the relevant certificate
through Guangzhou Jingqi. After the unwinding of the VIE structure in March 2023, we
terminated the surveying and mapping business of Guangzhou Jingqi. If our cooperation with
Guangzhou Y uji is terminated for any reason, we may need to, based on our business needs,
engage another licensed surveying and mapping service provider in China to conduct the
surveying and mapping business. We cannot assure you that, if and when it becomes necessary
for us to do so, we will successfully engage such service provider/expand our cooperation
scope with such service provider on commercially acceptable terms and in a timely manner, or
at all. Failure to do so will disrupt our business operations and negatively affect our results of
operations, financial performance and prospects.
In addition, new laws and regulations may be enforced from time to time to require
additional licenses and permits other than those we currently have. We cannot assure you that
we will be able to obtain such licenses and permits in a timely and cost-effective manner. If
any applicable local government authorities consider that we were operating without the proper
approvals, licenses or permits, they have the power to, among other things, levy fines,
confiscate our income, revoke our business licenses, and require us to discontinue our relevant
business or impose restrictions on the affected portion of our business. Any of these actions by
government authorities may have a material and adverse effect on our business, financial
RISK FACTORS
–8 9–


--- page 100 ---
condition, results of operations, reputation and prospects, as well as the trading price of our
Class A Ordinary Shares and ADSs. For further details on the requisite licenses and approvals
for our business operations, see “Regulatory Overview.”
We depend on the experience and expertise of our senior management team, technical
engineers and certain key employees, and the loss of any executive officer or key
employee, or the inability to identify, recruit or retain executive officers, technical
engineers and key employees in a timely manner, could harm our business, operating
results, and financial condition.
Our success depends largely upon the continued services of our key executive officers and
certain key employees. We rely on our executive officers and key employees in the areas of
business strategy, research and development, marketing, sales, services and general and
administrative functions. There had been, and may from time to time be, changes in our
executive management team. There may also be disputes and proceedings surrounding
compensation, non-compete obligations and intellectual properties with former employees.
Such changes, disputes and proceedings could disrupt our business, result in negative publicity
of our Company, and cause diversion of management attention and financial resources. We do
not maintain key-man insurance for any member of our senior management team or any other
employee. The loss of one or more of our executive officers or key employees could have a
material adverse effect on our business.
To execute our growth plan, we must attract and retain highly qualified personnel.
Competition for talent is intense in the autonomous driving industry and the technology-related
labor market in general, especially for engineers with high levels of experience in designing
and developing autonomous driving related algorithms. We may also need to recruit highly
qualified personnel internationally. We have, from time to time, experienced, and we expect to
continue to experience, difficulty in hiring and retaining employees with appropriate
qualifications. Many of the companies with which we compete for experienced personnel have
greater resources than we have and can offer more attractive compensation packages for new
employees. If we hire employees from competitors or other companies, their former employers
may attempt to assert that these employees or our Company have breached their legal
obligations, resulting in a diversion of our time and resources and potentially in litigation. In
addition, job candidates and existing employees often consider the value of the share incentive
awards they receive in connection with their employment. If the perceived value of our share
awards declines, it may adversely affect our ability to recruit and retain highly skilled
employees. If we fail to attract new personnel on a timely basis or fail to retain and motivate
our current personnel, we may not be able to commercialize and then expand our technology
platform in a timely manner and our business and future growth prospects could be adversely
affected.
RISK FACTORS
–9 0–


--- page 101 ---
It is possible that the unit economics of our autonomous driving vehicles do not
materialize as expected, which could adversely affect our business prospects.
Our business model is partially premised on our future expectations and assumptions
regarding unit economics of our robotaxi, robobus, robovan and potentially other autonomous
driving vehicles, as labor costs associated with human drivers are largely removed from the
overall cost structure and each vehicle can operate for extended hours. There are uncertainties
in these assumptions, and we may not be able to achieve the unit economics we expect for
many reasons, including but not limited to costs of the autonomous driving system hardware,
other fixed and variable costs associated with autonomous driving vehicle operation, useful life
of autonomous driving vehicles, vehicle utilization and product pricing. To manage hardware
costs, we must engineer cost-effective designs for our sensors, computers and vehicles, achieve
adequate scale, and continue to enable software improvements. In addition, we must
continually push initiatives to optimize other cost components such as maintenance and
insurance costs. This will require significant coordination with our OEM partners and
suppliers. Adequate cost management may not materialize as expected, or at all, which would
have material adverse effects on our business prospects.
Autonomous driving technology, products and services are new to market, and the
appropriate price points are still being assessed by the market. Additionally, increased
competition may result in pricing pressure and reduced margins and may impede our ability to
increase revenue or cause us to lose market share, any of which could materially and adversely
affect our business, financial condition and results of operations. Unfavorable changes in any
of these or other unit economics-related factors, many of which are beyond our control, could
materially and adversely affect our business, prospects, financial condition and results of
operations.
Strategic acquisition of and investments in businesses and assets, and the subsequent
integration of newly acquired businesses into our own, create significant challenges.
To further expand our business and strengthen our market-leading position, we may tap
into new market opportunities or enter into new markets by forming strategic alliances,
including joint ventures, or making strategic investments and acquisitions. If we are presented
with appropriate opportunities in the future, we may acquire or invest in additional businesses
or assets that are complementary to our business. However, strategic acquisitions and the
subsequent integration of new businesses and assets into our own would require significant
attention from our management and could result in a diversion of resources from our existing
business, which in turn could have an adverse effect on our business operations. In addition,
acquisitions could result in potential dilutive issuances of equity securities, use of substantial
amounts of cash, significant increase of our interest expense, leverage and debt service
requirements if we incur additional debt to pay for an acquisition or investment and exposure
to potential ongoing financial obligations and unforeseen or hidden liabilities of the acquired
businesses. The cost and duration of, and difficulties in, integrating newly acquired businesses
and managing a larger overall business could also materially exceed our expectations. On the
other hand, we may not be able to successfully select investment and acquisition targets that
RISK FACTORS
–9 1–


--- page 102 ---
supplement our business and growth strategies. After devoting significant resources to
potential acquisitions, the transactions may not be closed successfully due to strengthened
anti-monopoly enforcement in mainland China. Moreover, we may not be able to achieve our
intended strategic synergies and may record substantial impairment charges to goodwill, if we
fail to successfully integrate the newly acquired businesses or manage a larger business. Our
equity investees may generate significant losses, a portion of which will be shared by us in
accordance with IFRS. In addition, we may incur impairment losses if the financial or
operating results of those investees fail to meet the expectations. No assurance can be given
that our acquisitions, joint ventures and other strategic investments will be successful and any
negative developments in connection with our acquisitions or strategic investment could have
a material adverse effect on our business, reputation, results of operations and financial
condition.
In addition, we intend to pursue joint venture opportunities which we believe will allow
us to expand into more markets and complement our growth strategy. We may be required to
contribute significant amount of capital and managerial resources in forming joint ventures
with third parties. We may not succeed in the collaboration with third parties to meet our
performance and financial expectations, which could adversely impact our ability to meet
internal forecasts and expectations. In addition, in forming joint ventures, we may not be able
to, at all times, comply with local or foreign regulatory requirements, and the joint ventures
may not be able to obtain necessary regulatory clearance, licenses and permits for its intended
business purposes. Any of the foregoing could have a material adverse effect on our business,
reputation, results of operations and financial condition.
The current tensions in international trade and rising political tensions, particularly
between the U.S. and China, the U.S. and the European Union, or the European Union and
China may adversely impact our business, financial condition, and results of operations.
It is unknown whether and to what extent new tariffs, economic or trade sanctions, export
controls or other new laws or regulations related to trade (and in particular trade with or
involving China) will be adopted by the U.S. government or the European Union government,
or the effect that any such actions would have on us, the industry we operate in, our business
partners and end users. Any unfavorable government policies on international trade, such as
capital controls, export controls, sanctions or tariffs, may affect the demand for our products
and services, impact the competitive position of our products or prevent us from being able to
sell products in certain countries. Any new trade-related laws or restrictions, or the
regeneration of existing trade agreements could have an adverse effect on our business,
financial condition, results of operations.
We have been closely monitoring policies in the United States that are aimed at restricting
U.S. persons from investing in or supplying to certain Chinese companies. The United States
and various foreign governments have imposed controls, license requirements and restrictions
on the import or export of technologies and products, or voiced the intention to do so. For
instance, the United States is in the process of developing new export controls with respect to
“emerging and foundational” technologies, which may include certain AI and semiconductor
RISK FACTORS
–9 2–


--- page 103 ---
technologies. Moreover, many of the recent policy updates in the United States may have
unforeseen implications for our business. On October 28, 2024, the U.S. Department of the
Treasury issued a final rule on U.S. outbound investment, or the Final Rule, which became
effective on January 2, 2025. In addition, President Trump issued the America First Investment
Policy Memorandum on February 21, 2025, which proposes to further expand the set of
technologies and investment types of concern. See “Business — Our Business in the U.S. —
Certain Rules and Regulations Impacting Our Group and Operations — Final Rule on U.S.
Outbound Investment” for more details regarding the Final Rule on U.S. Outbound Investment.
Based on the opinion of our U.S. counsel for matters relating to the Final Rule, there is
ambiguity with respect to how the U.S. Department of the Treasury may interpret the scope of
the Final Rule and we cannot rule out the possibility that our development of autonomous
driving systems could be considered a “covered activity” (as defined in the Final Rule) or that
we may otherwise meet the definition of Covered Foreign Persons provided in the Final Rule.
If we are deemed a Covered Foreign Person under the Final Rule because of our interaction
with and potential engagement in the aforementioned sensitive technological sectors, such as
artificial intelligence, our U.S. counsel for matters relating to the Final Rule is of the opinion
that there is a basis to support the view that investment through this Global Offering should
qualify for the “publicly traded securities” exemption to be outside the scope of “covered
transactions” under the Final Rule provided that such investment would not afford the U.S.
person rights beyond standard minority shareholder protections with respect to the Company,
because we are already publicly listed on the Nasdaq and the securities to be issued in this
Global Offering are of the same class as the shares underlying the ADSs already traded on the
Nasdaq. However, there is no assurance that the U.S. Department of the Treasury will take the
same view as our U.S. counsel for matters relating to the Final Rule, and the U.S. Department
of the Treasury has not provided guidance that would definitively confirm that the Global
Offering can be exempted from the Final Rule under the “publicly traded securities”
exemption. Neither we nor the underwriters for this Global Offering are advising investors on
compliance with the Final Rules, and any investor that is uncertain about the Final Rule’s
application to their purchase of Shares in this Global Offering or the need to file a notification
with the U.S. Department of the Treasury, should consult their own counsel. If we were to be
deemed a “covered foreign person,” and if U.S. persons engaged in a “covered transaction”
(each as defined under the Final Rule) that involves the acquisition of our equity interests, such
U.S. persons may need to make a notification no later than 30 days after the relevant purchase
pursuant to the Final Rule. Whether underwriters or investors in this Global Offering decide
to make such a notification, either voluntarily or because they hold a different view from ours,
will be based on their own assessment of the implication of the Final Rule. Certain
underwriters have informed us of their intention to make notifications with the U.S.
Department of the Treasury. In addition, even though U.S. persons’ acquisitions of certain
publicly traded securities are exempted from the scope of covered transactions under the Final
Rule, the Final Rule could still limit our ability to raise capital or contingent equity capital
from U.S. investors after this offering given that relevant laws, regulations, and policies
continue to evolve and we cannot rule out the possibility of being deemed a Covered Foreign
Person in the future due to different views taken by the U.S. Department of the Treasury,
potential amendments to the Final Rule or the introduction of similar regulations. If our ability
RISK FACTORS
–9 3–


--- page 104 ---
to raise such capital is significantly and negatively affected, it could be detrimental to our
business, financial condition and prospects. In such a case, the value of our shares may
significantly decline, or in extreme cases, become worthless.
The U.S. Department of Commerce’s Bureau of Industry and Security, or BIS, has
promulgated a final rule, the BIS Final Rule, which went into effect on March 16, 2025, 60
days from the date of publication in the Federal Register on January 15, 2025. The data
collected from our road testing in the United States is not necessary for our research and
development activities in the United States, which are not otherwise prohibited or restricted by
the BIS Final Rule. As such, we do not expect the BIS Final Rule to have a material impact
on our ability to continue our research and development in the United States. The BIS Final
Rule could prohibit or restrict third parties from reselling or importing our products or products
using our technology into the United States, but to our knowledge no such third party resale
or importation occurs at present. However, it is possible that this prohibition or restriction on
third-party activities could deter customers from purchasing our products or services in the
future. See “Business — Our Business in the U.S. — Certain Rules and Regulations Impacting
Our Group and Operations — BIS Final Rule” for more details regarding the BIS Final Rule.
Additionally, there have been recent media reports on deliberations within the U.S.
government regarding limiting or restricting China-based companies from accessing U.S.
capital markets, and delisting China-based companies from U.S. national securities exchanges.
On April 9, 2025, the U.S. Secretary of the Treasury, Scott Bessent, indicated the possibility
of delisting U.S.-listed China-based issuers, amid the escalating trade war between the U.S.
and China. Subsequently, on May 2, 2025, certain members of a U.S. House select committee
and a Senate special committee sent a joint letter to the SEC urging the SEC to consider
delisting certain China-based issuers, including us. If any such deliberations were to
materialize, the resulting legislation, executive orders or administrative actions or other actions
from U.S. government may have material and adverse impact on the stock performance of
China-based issuers listed in the United States, including our Company, and there can be no
assurance that we will always be able to maintain the listing of our ADSs on a national stock
exchange in the U.S., such as the Nasdaq Stock Market, or that you will always be allowed to
trade our Class A Ordinary Shares or ADSs. See “— Our ADSs may be prohibited from trading
in the United States under the HFCAA in the future if the PCAOB is unable to inspect or
investigate completely auditors located in China. The delisting or prohibition of trading of our
ADSs, or the threat of their being delisted or prohibited from trading, may materially and
adversely affect the value of your investment.”
Our business in Europe includes a commercial deployment in France, which is part of the
EU and a pilot project in Switzerland, which is part of the European Economic Area, or EEA.
See “Business — Our Products and Solutions — Achievements and Global Expansion.” We
have been closely monitoring policies in the EU and EEA, which are relevant to our plans to
offer services in these markets, including tariffs, export controls and other international trade
issues that may affect our business. In addition, trade tensions between the U.S. and EU, such
as the recent countermeasures imposed on U.S. steel and aluminum exports by the EU could
RISK FACTORS
–9 4–


--- page 105 ---
have an impact on our business, in particular if they are expanded by the EU to cover China
or alternatively if the EU adopts similar restrictions to the U.S. on VCS or our other
technologies described above in order to secure decreases to, or avoid future escalation of U.S.
tariffs on EU products.
It is uncertain whether and how the U.S. government or European Union government will
further regulate the autonomous driving and artificial intelligence industries or whether any
new and more stringent regulations and/or, limitations, restrictions or prohibitions will be
promulgated and implemented on the application, development, commercialization and use in
the United States or European Union, or EU, of autonomous driving technology by entities
deemed to PRC affiliated, based or controlled, as well as how entities deemed to be U.S./EU
and/or U.S./EU affiliated entities interact with the foregoing entities. There could be regulatory
or legislative changes targeting this industry that have a material adverse impact on our
business and operations, our ability to raise capital and the market price of our Class A
Ordinary Shares and ADSs.
Moreover, national security and foreign policy concerns may prompt governments to
impose trade or other restrictions, which could make it more difficult to restrict our access to
certain markets or technology. The political landscape in the United States could affect the U.S.
government’s attitude towards China and cause uncertainty to restrictions it may impose on
Chinese technology. Measures such as these could deter suppliers and investors in the United
States and/or other countries that impose export controls and other restrictions from providing
technologies and products to, making investments in, or otherwise engaging in transactions
with Chinese companies. For example, on February 21, 2025, U.S. President Donald J. Trump
issued a memo titled the “America First Investment Policy,” or the America First Memo,
outlining the ongoing review and consideration of potential new or expanded restrictions on
U.S. outbound investment in the PRC in sectors such as semiconductors, artificial intelligence,
quantum, biotechnology, hypersonics, aerospace, advanced manufacturing, directed energy,
and other areas implicated by the PRC’s national military-civil fusion strategy. See “Business
— Our Business in the U.S. — Certain Rules and Regulations Impacting Our Group and
Operations — Restrictions Impacting Our Suppliers” for more details regarding the America
First Memo. The America First Memo also contemplates potential restrictions on investments
in publicly traded securities by pension funds, university endowments and other limited partner
investors. Investor concerns may also adversely affect the value and trading of the securities
of China-based companies. As a result, Chinese companies would have to identify and secure
alternative supplies or sources of financing, which they may not be able to do in a timely
manner and on commercially acceptable terms, or at all. In addition, Chinese companies may
have to limit and reduce their research and development and other business activities, or cease
conducting transactions with parties, in the United States and other countries that impose
export controls or other restrictions. Given that we operate a research and development center
in the United States, and we cooperate with certain U.S.-based suppliers, our business is
particularly susceptible to these controls and restrictions. In addition, the U.S. government
could enhance scrutiny on China-based autonomous driving companies, including prohibiting
RISK FACTORS
–9 5–


--- page 106 ---
these companies from conducting testing or making it not feasible for these companies to
conduct testing in the U.S. Our financial condition and results of operations could be materially
and adversely affected as a result.
We are subject to export control, sanctions, trade policies and similar laws and
regulations, and non-compliance of such laws, regulations, policies and administrative
orders can subject us to administrative, civil and criminal fines and penalties, collateral
consequences, remedial measures and legal expenses, all of which could adversely affect
our business, financial condition and results of operations.
Any Chinese companies or individuals targeted under U.S. economic sanctions or export
control restrictions may lose access to the U.S. markets. U.S. entities and individuals may not
be permitted to do business with sanctioned companies and individuals, and other international
enterprises may as a matter of law and/or policy decide not to engage in transactions with such
companies or individuals. See “Business — Our Business in the U.S. — Certain Rules and
Regulations Impacting Our Group and Operations — Restrictions Impacting Our Suppliers” for
more details. In addition, policies that are aimed at restricting U.S. or other foreign persons
from supplying certain Chinese companies have been issued in the U.S. and other foreign
jurisdictions in recent years. These measures could deter suppliers and investors in the United
States and/or other countries that impose export controls and other restrictions from providing
technologies and products to, making investments in, or otherwise engaging in transactions
with Chinese companies. We may be affected by future changes in U.S. export control laws and
regulations. In particular, the tightened U.S. export controls, including export controls related
to the export to mainland China of certain advanced semiconductors and equipment to
manufacture them, as well as export control on emerging technologies could become an
additional barrier in securing sufficient supplies of semiconductors. In addition, in the future,
if we, any of our customers, suppliers or other ecosystem partners that have collaborative
relationships with our Company or our affiliates were to become targeted under sanctions or
export control restrictions, or if we were unable to source U.S.-origin software and components
from third parties or otherwise access U.S. technology as a result of such regulatory changes,
our product and service development, commercialization and other aspects of our business
operations may be materially interrupted.
In addition, under the Foreign Investment Risk Review Modernization Act, investments
in companies that deal in critical technology are, in some instances, subject to filing
requirements and, review and approval by CFIUS. See “Business — Our Business in the U.S.
— Certain Rules and Regulations Impacting Our Group and Operations — CFIUS Relating
Rules and Regulations” for more details regarding the CFIUS rules and regulations. We
currently do not produce, design, test, manufacture, fabricate or develop any critical
technologies. As such, we do not believe there is any mandatory filing requirement with the
CFIUS in connection with the Global Offering. However, if our technology is later considered
as critical technology by CFIUS, future investment in our Company could become subject to
filing requirements, and we could be subject to potential enforcement actions in connection
with such filings.
RISK FACTORS
–9 6–


--- page 107 ---
Non-compliance with these laws and regulations could subject us to adverse media
coverage, investigations, and severe administrative, civil and criminal sanctions, collateral
consequences, remedial measures and legal expenses, all of which could materially and
adversely affect our business, prospects, results of operations, financial condition and
reputation.
Tariffs, sanctions, trade barriers and other international trade policies may adversely
affect our business, financial condition, results of operations and prospects.
The recent announcements of substantial new tariffs and other restrictive trade policies
have created a dynamic and unpredictable trade landscape, which may adversely impact our
business.
Current or future tariffs or other restrictive trade measures may raise the costs of raw
materials, components or finished goods, which may adversely impact both our product
offerings and our operational expenses. Such cost increases may reduce our margins and
require us to increase prices, which could harm our competitive position, reduce customer
demand and damage customer relationships. Our manufacturers, suppliers and distribution
channels are also affected by the current trade environment, and we may experience supply
chain disruptions as a result of increased costs and uncertainty, as well as risks to the long-term
viability of key vendors, which may impact our ability to meet customer demand or manage
inventory efficiently. Tariff and other trade-related cost pressures and supply chain disruptions
may lead to reputational harm if we are unable to deliver products or services on expected
timelines or if any price increases are poorly received by customers or business partners. In
addition, many of our customers operate businesses that may be impacted by trade policies,
which may result in decreased demand for our products or extended sales cycles as customers
assess the impact of evolving trade policies on their operations and face increased costs or
decreased revenue due to tariffs and trade restrictions.
Trade disputes, trade restrictions, tariffs and other political tensions between the U.S. and
other countries may also exacerbate unfavorable macroeconomic conditions including
inflationary pressures, foreign exchange volatility, financial market instability, and economic
recessions or downturns, which may also negatively impact customer demand for our products
or services, delay purchases or renewals, limit expansion opportunities with customers, limit
our access to capital, or otherwise negatively impact our business and operations. Ongoing
tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to
volatility in the price of our common stock.
The complexity of announced or future tariffs may also increase the risk that we or our
customers or suppliers may be subject to civil or criminal enforcement actions in the U.S. or
foreign jurisdictions related to compliance with trade regulations. In addition, retaliatory trade
policies or anti-U.S. sentiment in certain regions whether driven by trade tensions, political
disagreements, or regulatory concerns may make customers, governments and investors more
hesitant to engage with, purchase from or invest in U.S. firms. This may lead to increased
preference for local competitors, changes to government procurement policies, heightened
RISK FACTORS
–9 7–


--- page 108 ---
regulatory scrutiny, decreased intellectual property protections, delays in regulatory approvals
or other retaliatory regulatory non-tariff policies, which may result in heightened international
legal and operational risks and difficulties in attracting and retaining non-U.S. customers,
suppliers, employees, partners and investors.
Ongoing uncertainty regarding trade policies may also complicate our short- and
long-term strategic planning, and that of our partners and customers, including decisions
regarding hiring, product strategy, capital investment, supply chain design and geographic
expansion.
While we continue to monitor trade developments, the ultimate impact of these risks
remains uncertain and any prolonged economic downturn, escalation in trade tensions, or
deterioration in international perception of U.S.-based companies could materially and
adversely affect our business, results of operations, financial condition and prospects. In
addition, tariffs and other trade developments have and may continue to heighten the risks
related to the other risk factors described elsewhere in this prospectus.
A severe or prolonged downturn in the Chinese or global economy could materially and
adversely affect our business and financial condition.
The Chinese economy and global economy from 2020 to 2022 were adversely impacted
by the COVID-19 pandemic, and the macroeconomic environments continue to face numerous
challenges. The growth rate of the Chinese economy has been slowing since 2010 and the
Chinese population began to decline in 2022. The Federal Reserve and other central banks
outside of China have raised interest rates. The Russia-Ukraine conflict, the Hamas-Israel
conflict and the attacks on shipping in the Red Sea have heightened geopolitical tensions across
the world. Several factors have adversely impacted a global economy already weakened by the
pandemic, including higher-than-expected inflation worldwide, supply chain disruptions and
pressures, rising energy prices and further negative spillovers from the global conflicts. There
have also been concerns on the relationship between China and other countries, which may
potentially lead to foreign investors closing down their businesses or withdrawing their
investments in mainland China and, thus, exiting the China market, and other economic effects.
In particular, there is significant uncertainty about the future relationship between the United
States and China with respect to a wide range of issues including trade policies, treaties,
government regulations, tariffs, cybersecurity, market entry and supply chain regulations.
Economic conditions in mainland China are sensitive to global economic conditions, as well
as changes in domestic economic and political policies and the expected or perceived overall
economic growth rate in mainland China. Any severe or prolonged slowdown in the global or
Chinese economy may have a negative impact on our business, results of operations and
financial condition, and continued turbulence in the international markets may adversely affect
our ability to access the capital markets to meet liquidity needs. Our customers may reduce or
delay purchasing or using our products and services, while we may have difficulty expanding
our offerings and commercialization fast enough, or at all, to offset the impact of decreased
demand by our existing customers.
RISK FACTORS
–9 8–


--- page 109 ---
Increasing focus with respect to environmental, social and governance matters may
impose additional costs on us or expose us to additional risks. Failure to comply with the
laws and regulations on environmental, social and governance matters may subject us to
penalties and adversely affect our business, financial condition and results of operation.
Companies across all industries are facing increasing scrutiny relating to their
environmental, social and governance, or ESG, policies. Investors, lenders and other market
participants are increasingly focused on ESG practices and in recent years have placed
increasing importance on the implications and social cost of their investments. The increased
focus and activism related to ESG calls for capital, investors and lenders to tilt their investment
decisions to favor industries and companies with recognized ESG practices. We believe our
autonomous technology delivers a safer transportation experience both for the passengers and
the environment around by significant reducing the risk of accidents, particularly for those
associated with human errors. We are dedicated to delivering optimization of vehicle controls
and maneuvers that in turn brings improvement of energy efficiency. Despite our continual
efforts to adapt to and comply with investor, lender or other industry shareholder expectations
and standards related to ESG, we may not be able to always meet the evolving expectations and
standards. We may be perceived to not have responded appropriately to the growing concern
for ESG issues, regardless of whether there is a legal requirement to do so. We may therefore
suffer from reputational damage, which will negatively affect our future business, financial
condition and stock price.
Any disruption to our technology systems and facilities, operational systems, security
systems, infrastructure or integrated software could adversely affect our business and
results of operations.
We collect and maintain information in digital form that is necessary to conduct our
business, and we rely on our technology systems and facilities, comprising of our operational
systems, data management systems, security systems, servers and others, in connection with
many of our business activities. Some of these networks and systems are managed by
third-party service providers and are not under our direct control, and as a result, a number of
third-party service providers may or could have access to our confidential information. Our
operations routinely involve receiving, storing, processing and transmitting confidential or
sensitive information pertaining to our business, users, customers, ecosystem partners,
employees and other sensitive matters, including intellectual property, proprietary business
information and personal information. It is critical that we do so in a secure manner to maintain
the confidentiality and integrity of such confidential or sensitive information. We have
established physical, electronic, and organizational measures designed to safeguard and secure
our systems to prevent a data compromise, and rely on commercially available systems,
software, tools, and monitoring to provide security for our technology systems and the
processing, transmission, and storage of digital information. Despite the implementation of
preventative and detective security controls, such technology systems are vulnerable to damage
or interruption from a variety of sources, including telecommunications or network failures or
interruptions, system malfunction, natural disasters, malicious human acts, terrorism, and war.
For example, our data held in third-party servers may be subject to access requests by
RISK FACTORS
–9 9–


--- page 110 ---
regulators and others. Our technology systems and facilities, including our servers, are
additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent
or intentional actions by our employees, third-party service providers, contractors, consultants,
business partners, and/or other third parties, or from cyber-attacks by malicious third parties,
including the deployment of harmful malware, ransomware, denial-of-service attacks, social
engineering, and other means to affect service reliability and threaten the confidentiality,
integrity, and availability of information.
We have experienced attempts to breach our systems and other similar incidents, none of
which have been material. Any future cyber incidents could, however, materially disrupt
operational systems, result in the loss of trade secrets or other proprietary or competitively
sensitive information, compromise personally identifiable information regarding end users or
employees and jeopardize the security of our facilities. Any disruption to our technology
system may also affect our ability to manage our data and inventory, procure parts or supplies
or produce, sell and deliver our products and provide services to customers, adequately protect
our intellectual property or achieve and maintain compliance with applicable laws, regulations
and contracts. The risk of a security breach or disruption, particularly through cyber-attacks or
cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has
generally increased as the number, intensity, and sophistication of attempted attacks and
intrusions from around the world have increased. We can provide no assurance that our current
technology systems, or those of the third parties upon which we rely, are fully protected against
cybersecurity threats. It is possible that we or our third-party service providers may experience
cybersecurity and other breach incidents that remain undetected for an extended period. Even
when a security breach is detected, the full extent of the breach may not be determined
immediately. Because techniques used to obtain unauthorized access or to sabotage systems
change frequently and generally are not recognized until they are launched against a target, we
may be unable to anticipate these techniques or to implement adequate preventative measures.
Information technology security threats, including security breaches, computer malware and
other cyber-attacks are increasing in both frequency and sophistication and could cause us to
incur financial liability, subject us to legal or regulatory sanctions or damage our reputation
with users, customers, ecosystem partners and other stakeholders. We continually seek to
maintain information security and controls, however, our efforts to mitigate and address
network security problems, bugs, viruses, worms, malicious software programs and security
vulnerabilities may not be successful, and the impact of a material cybersecurity event could
have a material adverse effect on our competitive position, reputation, results of operations,
financial condition and cash flows.
RISK FACTORS
– 100 –


--- page 111 ---
Unauthorized control or manipulation of systems in autonomous driving vehicles may
cause them to operate improperly or not at all, or compromise their safety and data
security, which could result in loss of confidence in us and our technology solutions,
cancellation of contracts with certain of our customers and materially harm our business.
Our product and service offerings rely on our complex information technology systems.
While we have implemented security measures intended to prevent unauthorized access to our
information technology networks, our vehicles and their systems, malicious entities may
attempt to gain unauthorized access to modify, alter and use such networks, vehicles and
systems to gain control of, or to change, our vehicles’ functionality, user interface and
performance characteristics or to gain access to data stored in or generated by our vehicles. We
encourage reporting of potential vulnerabilities in the security of our products and services
through our security vulnerability reporting policy, and we aim to remedy any reported and
verified vulnerability. However, there can be no assurance that any vulnerabilities will not be
exploited before they can be identified, or that our remediation efforts are or will be successful.
Any unauthorized access to or control of our vehicles or their systems or any loss of data
could result in legal claims or government investigations. In addition, regardless of their
veracity, reports of unauthorized access to our vehicles, their systems or data, as well as other
factors that may result in the perception that our products and services, their systems or data
are capable of being hacked, may harm our brand, prospects and operating results.
We have granted options and other types of awards under our 2018 Share Plan, which will
result in a substantial amount of share-based compensation expenses and may have a
significant impact on our results of operations.
We adopted the 2018 Share Plan in June 2018, which was amended and restated in July
2024 and may be amended and restated from time to time, in order to attract, incentivize and
retain employees, outside directors and consultants of our Company and to promote the success
of our business. Under the 2018 Share Plan, the maximum aggregate number of our Class A
Ordinary Shares available for issuance, or the Award Pool, shall initially be 311,125,716. The
Award Pool will be increased on an annual basis on the first day of each fiscal year of our
Company during the term of the 2018 Plan, commencing on January 1, 2025, by an amount
equal to 1.0% of the total number of issued and outstanding shares on an as-converted and
fully-diluted basis on the last day of the immediately preceding fiscal year. For the years ended
December 31, 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we recorded
RMB325.4 million, RMB931.8 million, RMB1,187.9 million (US$165.8 million), RMB291.9
million and RMB219.5 million (US$30.6 million) of share-based compensation expenses in the
statement of comprehensive income. We may record substantial share-based compensation
expenses in the future. As of the Latest Practicable Date, 32,449,315 restricted share units and
options to purchase a total of 10,525,271 Shares were granted and remain outstanding. See
“Statutory and General Information — D. 2018 Share Plan” in Appendix IV to this prospectus.
RISK FACTORS
– 101 –


--- page 112 ---
We believe the granting of share-based compensation is of significant importance to our
ability to attract and retain key personnel and employees, and we will continue to grant
share-based compensation to employees in the future. We may adopt additional share plans to
recruit new employees and to compensate existing employees. Furthermore, prospective
candidates and existing employees often consider the value of the equity awards they receive
in connection with their employment. Thus, our ability to attract or retain highly skilled
employees may be adversely affected by declines in the perceived value of our equity or equity
awards. To attract and retain qualified employees, our expenses associated with share-based
compensation may increase, which may have an adverse effect on our results of operations. In
addition, the issuance of additional equity upon the exercise of options or other types of awards
would result in further dilution to our Shareholders.
Fair value change in financial assets at FVTPL may materially and adversely affect our
results of operations and financial performance.
Our financial assets at FVTPL primarily represent our investments in wealth management
products and listed companies. As of December 31, 2022, 2023, 2024 and June 30, 2025, our
financial assets at FVTPL were RMB1,218.5 million, RMB317.0 million, RMB1,742.1 million
(US$243.2 million), RMB1,793.5 million (US$250.4 million), respectively. We recorded a gain
from fair value changes of financial assets at FVTPL of RMB7.7 million and RMB43.0 million
for the years ended December 31, 2022 and 2023, respectively, and a loss of RMB61.8 million
(US$8.6 million) for the year ended December 31, 2024. We recorded a gain of RMB4.5
million and RMB23.2 million (US$3.2 million) for the six months ended June 30, 2024 and
2025, respectively. See “Financial Information — Discussion of Results of Operations” and
“Financial Information — Discussion of Selected Items from the Consolidated Statements of
Financial Position — Current Assets and Liabilities.” For fair value measurement of financial
instruments, see Note 31(e) to the Accountants’ Report in Appendix I to this prospectus. The
wealth management products issued by banks are influenced by the overall market conditions.
Any market volatility or fluctuations in interest rates may affect the fair value of our financial
assets at fair value through profit or loss. Our investment in listed companies is subject to stock
price fluctuations, resulting in fluctuations in fair value change in financial assets at FVTPL.
Additionally, we may hold other financial assets whose fair value is determined with a greater
degree of judgment and is more sensitive to market conditions. Changes in fair value are
recognized in profit or loss and such treatment of gain or loss may introduce volatility or
materially and adversely affect our business, results of operations and financial performance.
The successful operation of our business depends upon the performance and reliability of
internet, mobile and other infrastructures that are beyond our control.
Our business depends on the performance and reliability of internet, mobile and other
infrastructures that are not under our control. The functionality, connectivity and safe operation
of our autonomous driving vehicles rely on the mobile communication infrastructure and
wireless technology. The occurrence of an unanticipated problem, such as a power outage,
telecommunications delay or failure, security breach or computer virus could result in delays
or interruptions to our product and service offerings and our technology platform, as well as
RISK FACTORS
– 102 –


--- page 113 ---
business interruptions for us and our users, customers and business partners. Any of these
events could damage our reputation, significantly disrupt our operations and subject us to
liability, which could adversely affect our business, financial condition, and operating results.
In addition, disruptions in internet infrastructure or GPS signals or the failure of
telecommunications network operators to provide us with the bandwidth we need to provide
our product and service offerings may interfere with the speed and availability of our
technology platform and product and service offerings. For example, if our WeRide Go is
unavailable when users of our robotaxi services attempt to access it due to any disruption to
telecommunications network, they may not apply our services as often in the future, or at all,
and may use our competitors’ product or service offerings more often. Furthermore, if mobile
internet access fees or other charges to internet users increase, consumer traffic to our WeRide
Go may decrease, which may in turn cause our revenue to decrease.
Our rights to use our leased properties may be defective and could be challenged by
property owners or other third parties, which may disrupt our operations and incur
relocation costs.
As of the Latest Practicable Date, we leased a number of premises in mainland China,
which are used mainly as office space, research and development centers and workshops. Any
defects in lessors’ title to the leased properties may disrupt our use of these properties, which
may, in turn, affect our business operations. We had not been provided with building ownership
certificates or the proofs of having the right to sublease the properties by the respective lessors
with regard to 13 of our leased properties as of June 30, 2025. Without valid real estate
ownership certificates or proof of authorizations from the relevant lessor or property owner, we
may not be entitled to use the leased property or may be affected by third parties’ claims or
challenges against the relevant lease.
Furthermore, under the Measures for Administration of Lease of Commodity Properties
(), which was promulgated by the Ministry of Housing and
Urban-Rural Development of the PRC on December 1, 2010 and became effective on February
1, 2011, both lessors and lessees are required to file the lease agreements for registration and
obtain property leasing filing certificates for their leases. As of June 30, 2025, 42 of our leased
properties in mainland China had not been registered with the relevant PRC government
authorities. Although failure to do so does not in itself invalidate the leases, we may be subject
to fines if we fail to rectify such non-compliance within the prescribed time frame after
receiving notice from the relevant PRC government authorities. The penalty ranges from
RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant
authority. In the event that any fine is imposed on us for our failure to register our lease
agreements, we may not be able to recover such losses from the lessors.
RISK FACTORS
– 103 –


--- page 114 ---
If we fail to develop and maintain an effective system of internal control over financial
reporting, we may be unable to accurately report our financial results or prevent fraud.
In connection with the audits of our consolidated financial statements, we and our
independent registered public accounting firm have identified a material weakness in our
internal control over financial reporting. See “Financial Information — Internal Control over
Financial Reporting” for more details of the weakness and the measures we have taken to
address the weakness.
As a public company, we are subject to the Sarbanes-Oxley Act of 2002, or the
Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act, or Section 404, requires us to
include a report from management on the effectiveness of our internal control over financial
reporting in our annual report on Form 20-F beginning with our annual report for our fiscal
year ending December 31, 2025. In addition, once we cease to be an “emerging growth
company” as such term is defined in the JOBS Act, our independent registered public
accounting firm must attest to and report on the effectiveness of our internal control over
financial reporting. Our management may conclude that our internal control over financial
reporting is not effective. Moreover, even if our management concludes that our internal
control over financial reporting is effective, our independent registered public accounting firm,
after conducting its own independent testing, may issue a report that is qualified if it is not
satisfied with our internal control or the level at which our control is documented, designed,
operated, or reviewed, or if it interprets the relevant requirements differently from us. In
addition, as a result of becoming a public company, our reporting obligations may place a
significant strain on our management, operational, and financial resources and systems for the
foreseeable future. We may be unable to timely complete our evaluation testing and any
required remediation.
During the course of documenting and testing our internal control procedures, in order to
satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in
our internal control over financial reporting. In addition, if we fail to maintain adequate and
effective internal control over financial reporting, as these standards are modified,
supplemented, or amended from time to time, we may not be able to conclude on an ongoing
basis that we have effective internal control over financial reporting in accordance with Section
404. If we fail to achieve and maintain an effective internal control environment, we could
suffer material misstatements in our financial statements and fail to meet our reporting
obligations, which would likely cause investors to lose confidence in our reported financial
information. This could in turn limit our access to capital markets, harm our results of
operations, and lead to a decline in the trading price of our Class A Ordinary Shares and/or
ADSs. Additionally, ineffective internal control over financial reporting could expose us to
increasing risk of fraud or misuse of corporate assets and subject us to potential delisting from
the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions.
We may also be required to restate our financial statements from prior periods.
RISK FACTORS
– 104 –


--- page 115 ---
Our risk management and internal control systems may not be adequate or effective.
We have designed and implemented risk management and internal control systems
consisting of policies and procedures in relation to financial reporting processes, information
system risk management, human resource risk management, regulatory compliance risk
management and internal audit. See “Business — Risk Management and Internal Control.”
While we seek to improve our risk management and internal control systems on a continuous
basis, we cannot assure you that these systems are sufficiently effective in ensuring the
prevention of fraud. Since our risk management and internal control systems depend on
implementation by our employees, we cannot assure you that our employees or other related
third parties are sufficiently or fully trained to implement these systems, or that their
implementation will be free from human error or mistakes. If we fail to timely update,
implement, and modify, or fail to deploy sufficient human resources to maintain our risk
management policies and procedures, our business, results of operations, financial condition
and prospects could be materially and adversely affected.
We may be subject to inventory obsolescence risk and credit risk of our customers.
Our inventories during the Track Record Period primarily consisted of production
supplies and work in progress. Our inventories increased by 39.9% from RMB156.0 million as
of December 31, 2022 to RMB218.2 million as of December 31, 2023, primarily due to an
increase in work in progress resulting from increased vehicle inventories for our products
including robobus, robotaxi, and robosweepers. Our inventories decreased by 6.2% from
RMB218.2 million as of December 31, 2023 to RMB204.7 million (US$28.6 million) as of
December 31, 2024, primarily attributable to our enhanced inventory management and
increased product sales compared to 2023, as well as RMB50.0 million of inventories of
vehicles and onboard equipment transferred to our property and equipment. Our inventories
increased by 41.6% from RMB204.7 million as of December 31, 2024 to RMB289.9 million
(US$40.5 million) as of June 30, 2025, primarily due to an increase in work in progress
resulting from increased vehicle inventories for our products including robotaxi and robovan.
Our inventory turnover days increased from 167 days in 2022 to 313 days in 2023, and
decreased to 308 days in 2024. Our inventory turnover days increased from 308 days in 2024
to 321 days in the six months ended June 30, 2025. We actively manage our cash conversion
cycle through measures such as strengthening demand forecasting, coordinating production
planning with sales schedules, enhancing supply chain management, and improving receivables
collection efficiency. Despite our mitigating measures, we cannot guarantee that our
inventories can be fully utilized within their effective lifespan. See “Business — Logistics and
Inventory Management — Inventory Management.” As our business expands, our inventory
obsolescence risk may also increase commensurately with the increase in our inventories and
our inventory turnover days.
Our trade receivables turnover days increased from 96 days in 2022 to 249 days in 2023,
and further increased to 314 days in 2024, as we continued to grow our customer base and
granted credit periods to accommodate customers’ payment practices. Our trade receivables
turnover days decreased from 314 days in 2024 to 281 days in the six months ended June 30,
RISK FACTORS
– 105 –


--- page 116 ---
2025 due to the improved collection of our trade receivables. Any deterioration in the financial
position of our customers may materially or adversely affect our profits and cash flow as these
customers may default on their payments to us. We cannot assure you that the risks of default
by our customers will not increase in the future or that we will not experience cash flow
problems as a result of such defaults. Should these events develop into actual events, our
operations and profitability will be adversely affected. See “Financial Information —
Discussion of Selected Items from the Consolidated Statements of Financial Position —
Current Assets and Liabilities — Trade receivables.”
We have limited insurance coverage, which could expose us to significant costs and
business disruption.
We provide social security insurance including pension insurance, unemployment
insurance, work-related injury insurance, maternity insurance and medical insurance for our
employees. We also provide vehicle insurance for all of our vehicles in operation. However,
insurance companies in China currently offer limited business-related insurance products.
Consistent with customary industry practice in China, we do not maintain business interruption
insurance or key-man insurance. We cannot assure you that our insurance coverage is sufficient
to prevent us from any loss or that we will be able to successfully claim our losses under our
current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by
our insurance policies, or the compensated amount is significantly less than our actual loss, our
business, financial condition and results of operations could be materially and adversely
affected.
According to the Interpretation (II) of the Supreme People’s Court on Issues Concerning
the Application of Law in the Trial of Labor Dispute Cases (ن
༆ᙑ(ɚ)), which became effective on September 1, 2025, where the
employer and the employee agree, or the employee promises the employer, that there is no need
to make social insurance contributions, the people’s court shall determine that such agreement
or promise is invalid. Where the employer fails to make social insurance contributions in
accordance with the law, and the employee requests to terminate the labor contract and claim
economic compensation in accordance with item (3) of Article 38 of the Labor Contract Law
of the People’s Republic of China (), the people’s court shall
uphold such claim. According to our PRC Legal Advisor’s understanding of PRC laws and
regulations, this provision generally applies to situations where the employer has completely
failed to make social insurance contributions for the employees. In cases where contributions
have been made but the contribution base is insufficient, the likelihood of the court upholding
the employee’s claim is relatively low. While certain domestic subsidiaries did not make full
social insurance contributions for certain employees during the Track Record Period, our
Group has made social insurance contributions for all employees, and there have been no
agreements with, or commitments from, employees waiving the social insurance contributions.
As of the Latest Practicable Date, none of our domestic subsidiaries have received any notices
from the relevant authorities regarding complaints by employees concerning the social
RISK FACTORS
– 106 –


--- page 117 ---
insurance contributions, nor have there been any penalties imposed by relevant authorities or
orders to make retroactive payments. Therefore, we believe this interpretation will not have a
material adverse effect on our operations or financial condition.
In addition, as we operate in the autonomous driving sector, we face unique and evolving
challenges that may expose us to risks that are not adequately covered under existing insurance
policies. The insurance industry worldwide is still in the early stages of adapting to the
complexities of autonomous driving technologies. Traditional automobile insurance products
were developed with human drivers in mind and may not fully address the specific liabilities
and risks arising from the operation of autonomous driving systems. As a result, our current
insurance coverage may not provide comprehensive protection against potential losses related
to system malfunctions, software or hardware failures, or cybersecurity vulnerabilities.
Insurance products tailored to autonomous vehicles remain limited in scope and
availability globally, and coverage limits under existing policies may be insufficient to address
the full range of liabilities that could arise in the event of an accident involving our vehicles.
In addition, as the regulatory landscape governing autonomous vehicles continues to evolve,
new or amended laws and regulations may require us to obtain additional or different types of
insurance coverage. In the absence of clear regulatory guidance, we may inadvertently fail to
comply with emerging insurance requirements, potentially exposing us to regulatory penalties
or significant financial losses in the event of an accident or product liability claim.
We may, from time to time, be subject to legal proceedings during the course of our
business operations.
We may be subject to legal proceedings or administrative penalties from time to time in
the ordinary course of our business, which could have a material adverse effect on our business,
results of operations and financial condition. For example, we are currently subject to certain
labor disputes. Claims arising out of actual or alleged violations of law could be asserted
against us by consumers and businesses that utilize our services, by competitors, or by
governmental entities in civil or criminal investigations and proceedings or by other entities.
These claims could be asserted under a variety of laws, including but not limited to
transportation and vehicle regulations, product liability laws, consumer protection laws,
intellectual property laws, unfair competition laws, privacy laws, labor and employment laws,
securities laws, real estate laws, tort laws, contract laws, property laws and employee benefit
laws. We may continue to be involved in various legal or administrative proceedings and there
is no guarantee that we will be successful in defending ourselves in legal and administrative
actions or in asserting our rights under various laws. Even if we are successful in our attempt
to defend ourselves in legal and administrative actions or to assert our rights under various
laws, enforcing our rights against the various parties involved may be expensive, time-
consuming and ultimately futile. These actions could expose us to negative publicity and to
substantial monetary damages and legal defense costs, injunctive relief and criminal and civil
fines and penalties, including but not limited to suspension or revocation of licenses to conduct
business.
RISK FACTORS
– 107 –


--- page 118 ---
Our business could be adversely affected by natural disasters, public health crises,
political crises, economic downturns or other unexpected events.
A significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood or
significant power outage, could disrupt our operations, mobile networks, the internet or the
operations of our third-party technology providers. In addition, any further outbreaks of
COVID-19 or other unforeseen public health crises, or political crises, such as terrorist attacks,
war and other political instability, or other catastrophic events, whether in mainland China or
abroad, could adversely affect our operations or the economies of the markets where we
operate. The COVID-19 pandemic adversely affected our testing and commercialization efforts
between 2020 and 2022, and we cannot assure you that new outbreaks, particularly with new
variants, will not occur. Any such occurrences could cause severe disruption to our daily
operations, including our research and development center and conducting test-drives of our
autonomous driving vehicles, and may even require a temporary closure of our facilities. In
recent years, there have been outbreaks of epidemics in mainland China and globally. Any
natural disaster, act of terrorism or other disruption to us or our business partners’ abilities
could result in decreased demand for our product and service offerings or a delay in the
provision of our offerings, which could adversely affect our business, financial condition and
results of operations. All of the aforementioned risks may be further increased if our disaster
recovery plans prove to be inadequate. Disruptions or downturns in global or national or local
economic conditions may cause demand for autonomous driving services to decline. An
economic downturn resulting in a prolonged recessionary period would have a material adverse
effect on our business, financial condition, and operating results.
RISKS RELATED TO DOING BUSINESS IN MAINLAND CHINA
Changes in China’s economic, political or social conditions or government policies could
have a material adverse effect on our business and operations.
A substantial majority of our assets and operations are located in mainland China.
Accordingly, our business, financial condition, results of operations and prospects may be
influenced by political, economic and social conditions in mainland China generally and by
continued economic growth in mainland China as a whole.
The Chinese economy, political and social conditions differ from those of many other
jurisdictions. Over the past decades, the Chinese government has taken various measures to
promote the market economy and encourage entities to establish sound corporate governance.
The PRC government has also implemented certain measures in the past, including interest rate
adjustment, aiming at sustaining the pace of economic growth. Any such development may
cause decreased economic activity and affect the overall economic growth, and may adversely
affect our business and operating results, leading to reduction in demand for our services and
adversely affect our competitive position. We currently enjoy preferential local governmental
policies, which contain eligibility requirements. We cannot guarantee that we will be able to
successfully renew our preferential treatment in the future.
RISK FACTORS
– 108 –


--- page 119 ---
Litigation and negative publicity surrounding companies with significant operations in
China listed in the U.S. may result in increased regulatory scrutiny of us and negatively
impact the trading price of our Class A Ordinary Shares and ADSs and could have a
material adverse effect upon our business, including our results of operations, financial
condition, cash flows and prospects.
We believe that litigation and negative publicity surrounding companies with operations
in China that are listed in the U.S. have negatively impacted stock prices for such companies.
V arious equity-based research organizations have published reports on China-based companies
after examining, among other things, their corporate governance practices, related party
transactions, sales practices and financial statements that have led to special investigations and
stock suspensions on national exchanges. Any similar scrutiny of us, regardless of its lack of
merit, could result in a diversion of management resources and energy, potential costs to defend
ourselves against rumors, decreases and volatility in the trading price of our Class A Ordinary
Shares and ADSs, and increased directors and officers insurance premiums and could have a
material adverse effect upon our business, including our results of operations, financial
condition, cash flows and prospects.
It may be difficult for overseas regulators to conduct investigation or collect evidence
within mainland China.
Shareholder claims or regulatory investigation that are common in the United States
generally are difficult to pursue as a matter of law or practicality in China. For example, in
China, there are legal and other obstacles to providing information needed for regulatory
investigations or litigation initiated outside China. Although the authorities in China may
establish a regulatory cooperation mechanism with the securities regulatory authorities of
another country or region to implement cross-border supervision and administration, such
cooperation with the securities regulatory authorities in the United States may not be efficient
in the absence of mutual and practical cooperation mechanism. According to Article 177 of the
PRC Securities Law (), or Article 177, which became effective in
March 2020, no overseas securities regulator is allowed to directly conduct investigation or
evidence collection activities within the territory of the PRC. Furthermore, pursuant to the
Provisions on Strengthening the Confidentiality and Archives Administration Related to the
Overseas Securities Offering and Listing by Domestic Enterprises (̋䅎ྤʫΆุྤ̮
) which became effective on March 31,
2023, the investigation and evidence collection in relation to the oversea securities offering and
listing of the PRC companies by overseas securities regulatory authorities and relevant
authorities shall be conducted through the cross-border cooperation mechanism for supervision
and administration. The PRC companies shall obtain the prior consent from the CSRC or
relevant authorities before cooperating with such overseas securities regulatory authorities or
relevant authorities in connection with relevant inspections or investigations or providing
relevant documents to such overseas securities regulatory authorities or relevant authorities.
The inability for an overseas securities regulator to directly conduct investigation or evidence
collection activities within China may further increase difficulties faced by you in protecting
RISK FACTORS
– 109 –


--- page 120 ---
your interests. See also “— Risks Related to Doing Business in Mainland China — Y ou may
face difficulties in protecting your interests, and your ability to protect your rights through
Hong Kong or U.S. courts may be limited, because we are incorporated under Cayman Islands
law.”
The PCAOB had historically been unable to inspect our auditor in relation to their audit
work.
Our auditor, the independent registered public accounting firm that issues the audit report
in our SEC filings, as an auditor of companies that are traded publicly in the United States and
a firm registered with the PCAOB is subject to laws in the United States pursuant to which the
PCAOB conducts regular inspections to assess its compliance with the applicable professional
standards. Our auditor is located in mainland China, a jurisdiction where the PCAOB was
historically unable to conduct inspections and investigations completely before 2022. The
inability of the PCAOB to conduct inspections of auditors in China in the past has made it more
difficult to evaluate the effectiveness of our independent registered public accounting firm’s
audit procedures or quality control procedures as compared to auditors outside of mainland
China that are subject to the PCAOB inspections. On December 15, 2022, the PCAOB issued
a report that vacated its December 16, 2021 determination and removed mainland China and
Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely
registered public accounting firms. However, if the PCAOB determines in the future that it no
longer has full access to inspect and investigate completely accounting firms in mainland
China and Hong Kong, and we use an accounting firm headquartered in one of these
jurisdictions to issue an audit report on our financial statements filed with the SEC, we and
investors in our Class A Ordinary Shares and ADSs would be deprived of the benefits of such
PCAOB inspections, which could cause investors and potential investors in our Class A
Ordinary Shares and/or ADSs to lose confidence in our audit procedures and reported financial
information and the quality of our financial statements.
Our ADSs may be prohibited from trading in the United States under the HFCAA in the
future if the PCAOB is unable to inspect or investigate completely auditors located in
China. The delisting or prohibition of trading of our ADSs, or the threat of their being
delisted or prohibited from trading, may materially and adversely affect the value of your
investment.
Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC
determines that we have filed audit reports issued by a registered public accounting firm that
has not been subject to inspections by the PCAOB because of a position taken by an authority
in the foreign jurisdiction for two consecutive years, the SEC will prohibit our ADSs from
being traded on a national securities exchange or in the over-the-counter trading market in the
United States.
RISK FACTORS
–1 1 0–


--- page 121 ---
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination
that the PCAOB was unable to inspect or investigate completely registered public accounting
firms headquartered in mainland China and Hong Kong and our auditor was subject to that
determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong
from the list of jurisdictions where it is unable to inspect or investigate completely registered
public accounting firms.
Each year, the PCAOB will determine whether it can inspect and investigate completely
audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB
determines in the future that it no longer has full access to inspect and investigate completely
accounting firms in mainland China and Hong Kong and we use an accounting firm
headquartered in one of these jurisdictions to issue an audit report on our financial statements
filed with the SEC, we would be identified as a Commission-Identified Issuer following the
filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the
HFCAA, our securities would be prohibited from being traded on a national securities
exchange or in the over-the-counter trading market in the United States if we are identified as
a Commission-Identified Issuer for two consecutive years in the future.
If our ADSs are prohibited from trading in the United States, there is no certainty that a
market for our shares will develop outside of the United States. A prohibition of being able to
trade in the United States would substantially impair your ability to sell or purchase our ADSs
when you wish to do so, and the risk and uncertainty associated with delisting would have a
negative impact on the price of our Class A Ordinary Shares or ADSs. Also, such a prohibition
would significantly affect our ability to raise capital on terms acceptable to us, or at all, which
would have a material adverse impact on our business, financial condition, and prospects.
There may be changes from time to time in the interpretation and application of the laws
of mainland China, and any failure to comply with laws and regulations could have a
material adverse effect on our business, results of operations, financial condition and the
value of our Class A Ordinary Shares and ADSs.
Our operations in mainland China are governed by PRC laws and regulations. Our
mainland China subsidiaries are subject to laws and regulations applicable to foreign
investment in mainland China. The PRC legal system is a civil law system based on written
statutes. Unlike the common law system, prior court decisions under the civil law system may
be cited for reference but have limited precedential value. Many laws, regulations and legal
requirements are relatively new and may change from time to time. The PRC legal system is
evolving quickly. The interpretation and enforcement of relevant laws and regulations are
subject to change. New laws and regulations may be promulgated and existing laws and
regulations, as well as the interpretation and enforcement thereof, may change quickly. In
addition, any new or changes in PRC laws and regulations related to foreign investment in
mainland China could affect the business environment and our ability to operate our business
in mainland China.
RISK FACTORS
– 111 –


--- page 122 ---
From time to time, we may have to resort to administrative and court proceedings to
enforce our legal rights. While this may also apply to other jurisdictions, administrative and
court proceedings in mainland China may take a long time, resulting in substantial costs and
diversion of resources and management attention. Since PRC administrative and court
authorities retain discretion in interpreting and implementing statutory provisions and
contractual terms like other jurisdictions do, it may be difficult to predict the outcome of
administrative and court proceedings that we are involved in. These uncertainties may impede
our ability to enforce the contracts we have entered into and could materially and adversely
affect our business and results of operations.
The PRC government’s significant oversight and discretion over our business operation
could result in a material adverse change in our operations and the value of our Class A
Ordinary Share and ADSs.
We conduct our business primarily in China. Our operations in mainland China are
governed by PRC laws and regulations. The PRC government has significant oversight and
discretion over the conduct of our business, and may intervene or influence our operations. The
PRC government has recently published new policies that significantly affected certain
industries and we cannot rule out the possibility that it will in the future release regulations or
policies that directly or indirectly affect our industry or require us to seek additional
permission to continue our operations, which could result in a material adverse change in our
operation and/or the value of our Class A Ordinary Shares and ADSs. Any such action could
significantly limit or completely hinder our ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or become worthless.
Therefore, investors of our Company and our business face potential uncertainty from actions
taken by the PRC government affecting our business.
We are required to complete the filing procedure with the CSRC in connection with our
future offerings. We cannot predict whether we will be able to complete such filing in a
timely manner, or at all.
On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly
Cracking Down Illegal Securities Activities in Accordance with the Law (੽ᘌ͂Ꮨ
จԈ). These opinions emphasized the need to strengthen the administration
over illegal securities activities and the supervision on overseas listings by China-based
companies and proposed to take effective measures, such as promoting the construction of
relevant regulatory systems to deal with the risks and incidents faced by China-based
overseas-listed companies. We do not believe that any provision in these opinions had a
material adverse impact on our business or offshore listing plan.
On February 17, 2023, the CSRC, as approved by the State Council, released the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
() and five supporting guidelines, or the
Filing Rules. The Filing Rules took effect on March 31, 2023, when the CSRC started to accept
filing applications. Under the Filing Rules, any post-listing follow-on offering by an issuer in
RISK FACTORS
–1 1 2–


--- page 123 ---
the same overseas market shall be subject to filing requirements within three business days
after the completion of the offering. We may be subject to orders to rectify, warnings and fines
if we fail to comply with the requirements under the Filing Rules. In addition to the above
filing requirements, the Filings Rules also requires an issuer to report to the CSRC within three
business days after occurrence of any the following events: (i) its change of control; (ii) its
being subject to investigation or sanctions by any overseas securities regulators or overseas
authorities; (iii) its change of listing status or listing segment; (iv) voluntary or mandatory
delisting; and (v) material change of its principal business operations to the extent that it ceases
to be subject to the filing requirements of the Filing Rules. However, we cannot predict
whether we will be able to complete such filing or report in a timely manner, or at all. If the
CSRC or other PRC regulatory authorities in the future promulgate new rules or explanations
imposing further requirements that we obtain their approvals or complete the required filing or
other regulatory procedures for future capital raising activities, there can be no assurance that
we will be able to obtain such approval requirements in a timely manner. Any unforeseen
situations or negative publicity regarding such approval, filing or other requirements could
materially and adversely affect our business, financial condition, results of operations and the
value of our Class A Ordinary Share and ADSs.
Fluctuations in exchange rates could have a material and adverse effect on our results of
operations and the value of your investment.
The conversion of Renminbi into other currencies, including Hong Kong dollars and U.S.
dollars, is based on rates set by the People’s Bank of China. The Renminbi has fluctuated
against other currencies, at times significantly and unpredictably. The value of the Renminbi
against the Hong Kong dollars, U.S. dollar and other currencies may fluctuate and is affected
by, among other things, changes in global and geographical political and economic conditions
and China’s foreign exchange policies. It is difficult to predict how market forces or PRC or
U.S. government policy may impact the exchange rate between the Renminbi and the U.S.
dollar in the future.
Significant revaluation of the Renminbi may have a material and adverse effect on your
investment. For example, if we decide to convert our Renminbi into Hong Kong dollars or U.S.
dollars for the purpose of making payments for dividends on our Class A Ordinary Shares or
ADSs or for other business purposes, appreciation of such currencies against the Renminbi
would have a negative effect on the amount available to us.
Limited hedging options are available in China to reduce our exposure to exchange rate
fluctuations. To date, we have not entered into any hedging transaction to reduce our exposure
to foreign currency exchange risk. While we may decide to enter into hedging transactions in
the future, the availability and effectiveness of these hedges may be limited and we may not
be able to adequately hedge our exposure or at all. In addition, our currency exchange losses
may be magnified by PRC foreign exchange regulations that restrict our ability to convert
Renminbi into foreign currency.
RISK FACTORS
–1 1 3–


--- page 124 ---
China’s M&A Rules and certain other PRC regulations establish complex procedures for
certain acquisitions of PRC companies by foreign investors, which could make it more
difficult for us to pursue growth through acquisitions in China.
A number of PRC laws and regulations have established procedures and requirements that
could make merger and acquisition activities in China by foreign investors more time
consuming and complex, such as the PRC Anti-monopoly Law ( ʕശɛ͏΍ձ਷ˀᕹᓙ
), the Rules on the Merger and Acquisition of Domestic Enterprises by Foreign Investors
(), the Rules of the Ministry of Commerce on
Implementation of Security Review System of Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors (஝
), or the M&A Security Review Rules, and the Measures for the Security Review of
Foreign Investment (). These laws and regulations impose
requirements in some instances that MOFCOM and the NDRC be notified in advance of any
change-of-control transaction in which a foreign investor takes control of a PRC domestic
enterprise. In addition, the Anti-Monopoly Law requires that MOFCOM be notified in advance
of any concentration of undertaking if certain thresholds are triggered. The M&A Security
Review Rules provide that mergers and acquisitions by foreign investors that raise “national
security” concerns and mergers and acquisitions through which foreign investors may acquire
de facto control over domestic enterprises that raise “national security” concerns are subject to
strict review by MOFCOM, and prohibit any attempt to bypass a security review, including by
structuring the transaction through a proxy or contractual control arrangement. Moreover, the
Measures for the Security Review of Foreign Investment provide that foreign investors or the
relevant parties in China shall proactively report to the Office of the Working Mechanism any
foreign investment in, among other sectors, important information technology and key
technology that involve national security concerns and result in the foreign investor’s
acquisition of actual control of the enterprise invested in before making such investment. In the
future, we may grow our business by acquiring complementary businesses. While the
consummation of the Global Offering, which does not involve an acquisition subject to the
aforementioned regulations, does not conflict with any of these regulations and does not
require notification to, review by or approval from MOFCOM or the NDRC under these
regulations, complying with the applicable requirements of the relevant regulations to
complete any future acquisitions that we may engage in could be time consuming, and any
required approval processes, including approval from MOFCOM, may delay or inhibit our
ability to complete such acquisitions, which could affect our ability to expand our business or
maintain our market share.
PRC regulations relating to offshore investment activities by PRC residents may limit our
mainland China subsidiaries’ ability to change their registered capital or distribute
profits to us or otherwise expose us or our PRC resident beneficial owners to liability and
penalties under PRC law.
In July 2014, the State Administration of Foreign Exchange, or SAFE, promulgated the
Circular of the State Administration of Foreign Exchange on Relevant Issues Concerning
Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and
RISK FACTORS
–1 1 4–


--- page 125 ---
Roundtrip Investment Through Special Purpose V ehicles (͏ஷ
), or SAFE Circular 37.
SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate
entities as well as foreign individuals that are deemed as PRC residents for foreign exchange
administration purpose) to register with SAFE or its local branches in connection with their
direct or indirect offshore investment activities and also requires the foreign-invested
enterprise that is established through round-trip investment to truthfully disclose its
controller(s). SAFE Circular 37 further requires amendment to the SAFE registrations in the
event of any changes with respect to the basic information of the offshore special purpose
vehicle, such as change of a PRC individual shareholder, name and operation term, or any
significant changes with respect to the offshore special purpose vehicle, such as increase or
decrease of capital contribution, share transfer or exchange, or mergers or divisions. SAFE
Circular 37 is applicable to our Shareholders or beneficial owners who are PRC residents and
may be applicable to any offshore acquisitions that we make in the future. In February 2015,
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further
Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment
(), or SAFE Notice
13, effective since June 2015. Under SAFE Notice 13, applications for foreign exchange
registration of inbound foreign direct investments and outbound overseas direct investments,
including those required under SAFE Circular 37, should be registered with qualified banks
instead of SAFE. The qualified banks examine the applications and accept registrations under
the supervision of SAFE. Any failure or inability of the relevant shareholders or beneficial
owners who are PRC residents to comply with the registration procedures set forth in these
regulations, or any failure to disclose or misrepresentation of the controller(s) of the
foreign-invested enterprise that is established through round-trip investment, may subject us to
fines and legal sanctions, such as restrictions on our cross-border investment activities, on the
ability of our PRC subsidiaries to distribute dividends and the proceeds from any reduction in
capital, share transfer or liquidation to us. We may not at all times be fully informed of the
identities of all the PRC residents holding direct or indirect interest in our Company, and we
cannot provide any assurance that these PRC residents will comply with our request to make
or obtain any applicable registrations or continually comply with all requirements under SAFE
Circular 37 or other related rules. As a result, we cannot assure you that all of our Shareholders
or beneficial owners who are PRC residents or entities have complied with, and will in the
future make or obtain any applicable registrations or approvals required by, SAFE regulations.
Registration for the change in our round-trip invested entity might not be completed in a timely
manner. Failure by our Shareholders or beneficial owners to comply with SAFE regulations, or
failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could
subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities,
limit our PRC subsidiaries’ ability to make distributions or pay dividends or affect our
ownership structure. As a result, our business operations and our ability to distribute profits to
you could be materially and adversely affected.
RISK FACTORS
–1 1 5–


--- page 126 ---
We may rely on dividends and other distributions on equity paid by our mainland China
subsidiaries to fund any cash and financing requirements we may have, and any limitation
on the ability of our mainland China subsidiaries to make payments to us could have a
material and adverse effect on our ability to conduct our business.
We are a Cayman Islands holding company and we may rely on dividends and other
distributions on equity paid by our mainland China subsidiaries for our cash and financing
requirements, including the funds necessary to pay dividends and other cash distributions to
our Shareholders and service any debt we may incur. If any of our mainland China subsidiaries
incur debt on their own behalf in the future, the instruments governing the debt may restrict
their ability to pay dividends or make other distributions to us. Under PRC laws and
regulations, our mainland China subsidiaries may pay dividends only out of its respective
accumulated profits as determined in accordance with PRC accounting standards and
regulations. In addition, each of our mainland China subsidiaries is required to set aside at least
10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve
fund, until the aggregate amount of such fund reaches 50% of its registered capital.
Our mainland China subsidiaries generate primarily all of their revenue in Renminbi,
which is not freely convertible into other currencies. As a result, any restriction on currency
exchange may limit the ability of our mainland China subsidiaries to use their Renminbi
revenue to pay dividends to us. For instance, when we repatriate funds to the PRC from
overseas financing activities, we may be required to complete certain filing or approval
procedures to transfer funds out of the PRC for purposes such as investment, acquisition, or
other capital account activities. Failure to complete these procedures could negatively affect
our ability to pursue overseas expansion. Additionally, we cannot assure that additional
regulatory requirements governing the convertibility of RMB into foreign currencies will not
be imposed in the future, such as due to foreign exchange policy adjustments in response to
changes in global economic conditions. If we are unable to access sufficient foreign currencies
to meet our needs, we may face challenges in paying dividends to shareholders in foreign
currencies or funding our overseas expansion efforts. Any limitation on the ability of our
mainland China subsidiaries to pay dividends or make other kinds of payments to us could
materially and adversely limit our ability to grow, make investments or acquisitions that could
be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
In addition, the PRC Enterprise Income Tax Law (), or
the EIT Law and its implementation rules provide that a withholding tax rate of up to 10% will
be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless
otherwise exempted or reduced according to treaties or arrangements between the PRC central
government and governments of other countries or regions where the non-PRC-resident
enterprises are incorporated.
RISK FACTORS
–1 1 6–


--- page 127 ---
Any failure to comply with PRC regulations regarding the registration requirements for
employee stock incentive plans may subject the PRC plan participants or us to fines and
other legal or administrative sanctions.
In February 2012, SAFE promulgated the Notice of the State Administration of Foreign
Exchange of Issues Related to the Foreign Exchange Administration for Domestic Individuals
Participating in Stock Incentive Plan of Overseas Listed Company (ྤ
), replacing earlier rules
promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside
in China for a continuous period of not less than one year who participate in any stock
incentive plan of an overseas publicly listed company, subject to a few exceptions, are required
to register with SAFE through a domestic qualified agent, which could be the mainland China
subsidiaries of such overseas-listed company, and complete certain other procedures. In
addition, an overseas-entrusted institution must be retained to handle matters in connection
with the exercise or sale of stock options and the purchase or sale of shares and interests. We
and our executive officers and other employees who are PRC citizens or who reside in China
for a continuous period of not less than one year and who have been granted options will be
subject to these regulations as we are a public company listed on the Nasdaq Stock Market.
Failure to complete SAFE registrations may subject them to fines of up to RMB300,000 for
entities and up to RMB50,000 for individuals, and legal sanctions and may also limit our
ability to contribute additional capital into our PRC subsidiary and limit our PRC subsidiary’s
ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our
ability to adopt additional incentive plans for our Directors, executive officers and employees
under PRC law. See “Regulatory Overview — Regulations Relating to Share Incentive Plans.”
In addition, the State Administration of Taxation, or SA T, has issued certain circulars
concerning employee share options and restricted shares. Under these circulars, our employees
working in China who exercise share options or are granted restricted share unites will be
subject to PRC individual income tax. Our mainland China subsidiaries have obligations to file
documents related to employee share options or restricted share units with relevant tax
authorities and to withhold individual income taxes of those employees who exercise their
share options. If our employees fail to pay or we fail to withhold their income taxes according
to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other
PRC government authorities. See “Regulatory Overview — Regulations Relating to Share
Incentive Plans.”
Increases in labor costs and enforcement of stricter labor laws and regulations in China
may adversely affect our business and our financial condition.
China’s overall economy and the average wage in China have increased in recent years
and are expected to continue to grow. The average wage level for our employees has also
increased in recent years. We expect that our labor costs, including wages and employee
benefits, will continue to increase. Unless we are able to pass on these increased labor costs
to those who pay for our products and services, our results of operations may be materially and
adversely affected.
RISK FACTORS
–1 1 7–


--- page 128 ---
In addition, we have been subject to stricter regulatory requirements in terms of entering
into labor contracts with our employees and paying various statutory employee benefits,
including pensions, housing provident fund, medical insurance, work-related injury insurance,
unemployment insurance and maternity insurance to designated government agencies for the
benefit of our employees. In order to efficiently administer the contribution of employment
benefit plans of our employees in some cities, during the Track Record Period, we engaged
third-party agents to make the contribution for our employees. In addition, during the Track
Record Period, for some of our employees, we did not pay social insurance and housing
provident fund in full. If the relevant competent government authority is of the view that we
have underpaid social insurance and housing provident fund for our employees or the
third-party agency arrangement does not satisfy the requirements under the relevant PRC laws
and regulations, we may be required to pay the shortage of our contributions or subject to fines
or other legal sanctions. If we are subject to full distribution, late fees or fines in relation to
the underpaid employee benefits, our financial condition and results of operations may be
adversely affected. Pursuant to the PRC Labor Contract Law ( ʕശɛ͏΍ձ਷௶ਗΥΝ
) and its implementation rules, employers are subject to stricter requirements in terms of
signing labor contracts, minimum wages, paying remuneration, determining the term of
employee’s probation and unilaterally terminating labor contracts. In the event that we decide
to terminate some of our employees or otherwise change our employment or labor practices,
the PRC Labor Contract Law and its implementation rules may limit our ability to effect those
changes in a cost-effective manner, which could adversely affect our business and results of
operations. Furthermore, we have historically outsourced test driving operations to a
third-party service provider, with whom the test drivers maintain employment relationships.
The Road Testing and Demonstrative Application Norm and several local regulations require
the entities conducting road testing and demonstration applications to execute employment
contracts or labor service agreements with test drivers. As these regulations do not explicitly
stipulate penalties, failing to sign such contracts per se would not give rise to any financial
penalties to our Group but may affect the approval of corresponding road testing permits
applications. Additionally, we do not expect failing to sign such contracts will have any
material adverse impacts on our financial prospects. Since we apply for road testing permits
based on actual projects in different cities, not all drivers are engaged simultaneously. As of
June 30, 2025, we had 810 test drivers employed by third parties, all drivers involved in our
road testing applications have signed employment contracts or labor service agreements with
us.
In October 2010, the SCNPC promulgated the PRC Social Insurance Law ( ʕശɛ͏΍
), or the Social Insurance Law, effective on July 1, 2011 and amended on
December 29, 2018. On April 3, 1999, the State Council promulgated the Regulations on the
Administration of Housing Provident Funds (၍ଣૢԷ), which was amended
on March 24, 2002 and March 24, 2019. Companies registered and operating in China are
required under the Social Insurance Law and the Regulations on the Administration of Housing
Provident Funds to apply for social insurance registration and housing provident fund deposit
registration within 30 days of their establishment and to pay for their employees different
social insurance including pension insurance, medical insurance, work-related injury
insurance, unemployment insurance and maternity insurance to the extent required by law. As
RISK FACTORS
–1 1 8–


--- page 129 ---
advised by our PRC Legal Advisor, (i) under the Regulations on Administration of Housing
Provident Fund, (a) if we fail to complete housing provident fund registration before the
prescribed deadlines, we may be subject to a fine ranging from RMB10,000 to RMB50,000;
and (b) if we fail to pay housing provident fund contributions within the prescribed deadlines,
we may be subject to an order by the relevant PRC authorities to make such payments; and (ii)
according to the Social Insurance Law, (a) for outstanding social insurance fund contributions
that we did not fully pay within the prescribed deadlines, the relevant PRC authorities may
demand that we pay the outstanding social insurance contributions within a stipulated deadline
and we may be liable for a late payment fee equal to 0.05% of the outstanding contribution
amount for each day of delay; and (b) if we fail to make such payments, we may be liable to
a fine of one to three times the outstanding contribution amount.
As the interpretation and implementation of labor-related laws and regulations are still
evolving, we cannot assure you that our employment practices do not and will not violate
labor-related laws and regulations in China, which may subject us to labor disputes or
government investigations. We cannot assure you that we have complied or will be able to
comply with all labor-related law and regulations including those relating to obligations to
make social insurance payments and contribute to the housing provident funds. If we are
deemed to have violated relevant labor laws and regulations, we could be required to provide
additional compensation to our employees and our business, financial condition and results of
operations will be adversely affected.
If the chops of our mainland China subsidiaries are not kept safely, are stolen or are used
by unauthorized persons or for unauthorized purposes, the corporate governance of these
entities could be severely and adversely compromised.
In China, a company chop or seal serves as the legal representation of the company
towards third parties even when unaccompanied by a signature. Each legally registered
company in China is required to maintain a company chop, which must be registered with the
local Public Security Bureau. In addition to this mandatory company chop, companies may
have several other chops which can be used for specific purposes. The chops of our mainland
China subsidiaries are generally held securely by personnel designated or approved by us in
accordance with our internal control procedures. To the extent those chops are not kept safely,
are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate
governance of these entities could be severely and adversely compromised and those corporate
entities may be bound to abide by the terms of any documents so chopped, even if they were
chopped by an individual who lacked the requisite power and authority to do so. In addition,
if the chops are misused by unauthorized persons, we could experience disruption to our
normal business operations. We may have to take corporate or legal action, which could
involve significant time and resources to resolve while distracting management from our
operations.
RISK FACTORS
–1 1 9–


--- page 130 ---
PRC regulation of loans to and direct investment in PRC entities by offshore holding
companies and governmental control of currency conversion may delay or prevent us
from using the proceeds of our offshore offerings to make loans or additional capital
contributions to our mainland China subsidiaries, which could materially and adversely
affect our liquidity and our ability to fund and expand our business.
We are an offshore holding company conducting our operations in mainland China
through our mainland China subsidiaries. We may make loans to our mainland China
subsidiaries subject to the approval from governmental authorities and limitation of amount, or
we may make additional capital contributions to our mainland China subsidiaries.
Any loans to our mainland China subsidiaries, which are treated as foreign-invested
enterprises under PRC law, are subject to PRC regulations and foreign exchange loan
registrations. For example, loans by us to our mainland China subsidiaries to finance their
activities cannot exceed statutory limits and must be registered with the local counterpart of
SAFE, and medium or long-term loans by us to our mainland China subsidiaries must be
recorded and registered with the National Development and Reform Committee, or the NDRC.
In addition, a foreign invested enterprise shall use its capital pursuant to the principle of
authenticity and self-use within its business scope. The capital of a foreign invested enterprise
shall not be used for the following purposes: (i) directly or indirectly used for payment beyond
the business scope of the enterprises or the payment prohibited by relevant laws and
regulations; (ii) directly or indirectly used for investment in securities or investments other
than banks’ principal-secured products unless otherwise provided by relevant laws and
regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly
permitted in the business license; and (iv) paying the expenses related to the purchase of real
estate that is not for self-use (except for the foreign-invested real estate enterprises).
SAFE promulgated the Notice of the State Administration of Foreign Exchange on
Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested
Enterprises (), or
SAFE Circular 19, effective June 2015, in replacement of the Circular of General Affairs
Department of State Administration of Foreign Exchange on the Relevant Operating Issues
Concerning the Improvement of the Administration of the Payment and Settlement of Foreign
Currency Capital of Foreign-Invested Enterprises, Supplementary Notice of General Affairs
Department of State Administration of Foreign Exchange on Issues Relating to Improving the
Relevant Business Operations of Administration of Foreign Exchange Settlement for Payment
of Foreign Currency Capital Funds of Foreign Investment Enterprises and Notice of the State
Administration of Foreign Exchange on Issues Relating to Pilot Scheme of Reform of
Administration of Foreign Currency Capital Settlement by Foreign Investment Enterprises in
Certain Localities. According to SAFE Circular 19, the flow and use of the RMB capital
converted from foreign currency-denominated registered capital of a foreign-invested company
is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans,
the repayment of inter-enterprise loans or the repayment of banks loans that have been
transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from
foreign currency-denominated registered capital of a foreign-invested enterprise to be used for
RISK FACTORS
– 120 –


--- page 131 ---
equity investments within China, it also reiterates the principle that RMB converted from the
foreign currency-denominated capital of a foreign-invested company may not be directly or
indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will
permit such capital to be used for equity investments in China in actual practice. SAFE
promulgated the Notice of the State Administration of Foreign Exchange on Reforming and
Standardizing the Foreign Exchange Settlement Management Policy of Capital Account ( ਷
), or SAFE Circular 16,
effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but
changes the prohibition against using RMB capital converted from foreign currency-
denominated registered capital of a foreign-invested company to issue RMB entrusted loans to
a prohibition against using such capital to issue loans to non-associated enterprises. Violations
of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE
Circular 19 and SAFE Circular 16 may affect our ability to transfer any foreign currency we
hold to our mainland China subsidiaries, which may adversely affect our liquidity and our
ability to fund and expand our business in China.
In light of the various requirements imposed by PRC regulations on loans to and direct
investment in PRC entities by offshore holding companies, we cannot assure you that we will
be able to complete the necessary government registrations or obtain the necessary government
approvals on a timely basis, if at all, with respect to future loans to our mainland China
subsidiaries or future capital contributions by us to our mainland China subsidiaries. As a
result, uncertainties exist as to our ability to provide prompt financial support to our mainland
China subsidiaries when needed. If we fail to complete such registrations or obtain such
approvals, our ability to capitalize or otherwise fund our PRC operations may be negatively
affected, which could materially and adversely affect our liquidity and our ability to fund and
expand our business.
If we are classified as a PRC resident enterprise for PRC income tax purposes, such
classification could result in unfavorable tax consequences to us and our non-PRC
shareholders or ADS holders.
Under the EIT Law and its implementation rules, an enterprise established outside of the
PRC with “de facto management body” within China is considered a “resident enterprise” and
will be subject to the enterprise income tax on its global income at the rate of 25%. The
implementation rules define the term “de facto management body” as the body that exercises
full and substantial control and overall management over the business, productions, personnel,
accounts and properties of an enterprise. In 2009, the SA T, issued the Circular of the State
Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas
Registered Enterprises as Resident Enterprises in Accordance with the De Facto Standards of
Organizational Management (ΆุԱኽྼყ၍ଣዚ࿴
), or SA T Circular 82, which provides certain specific
criteria for determining whether the “de facto management body” of a PRC-controlled
enterprise that is incorporated offshore is located in China. Although this circular only applies
to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those
controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect
RISK FACTORS
– 121 –


--- page 132 ---
SA T’s general position on how the “de facto management body” text should be applied in
determining the tax resident status of all offshore enterprises. According to SA T Circular 82,
an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group
will be regarded as a PRC tax resident by virtue of having its “de facto management body” in
China and will be subject to PRC enterprise income tax on its global income only if all of the
following conditions are met: (i) the primary location of the day-to-day operational
management is in China; (ii) decisions relating to the enterprise’s financial and human resource
matters are made or are subject to approval by organizations or personnel in China; (iii) the
enterprise’s primary assets, accounting books and records, company seals, and board and
shareholder resolutions, are located or maintained in China; and (iv) at least 50% of voting
board members or senior executives habitually reside in China.
We believe that we are not a PRC resident enterprise for PRC tax purposes. However, the
tax resident status of an enterprise is subject to determination by the PRC tax authorities and
uncertainties remain with respect to the interpretation of the term “de facto management body.”
If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise
income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide
income, which could materially reduce our net income, and we may be required to withhold a
10% withholding tax from dividends we pay to our Shareholders that are non-resident
enterprises, including the holders of our Class A Ordinary Shares and ADSs, if such dividends
are treated as sourced from within the PRC. In addition, non-resident enterprise shareholders
(including our ADS holders) may be subject to PRC tax on gains realized on the sale or other
disposition of ADSs or Class A Ordinary Shares, if such income is treated as sourced from
within China. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to
our non-PRC individual shareholders (including our ADS holders) and any gain realized on the
transfer of the ADSs or Class A Ordinary Shares by such shareholders may be subject to PRC
tax at a rate of 10% in the case of non-PRC enterprises or a rate of 20% in the case of non-PRC
individuals unless a tax reduction or exemption is available under an applicable tax treaty. It
is unclear whether non-PRC shareholders of our Company would be able to claim the benefits
of any tax treaties between their country of tax residence and the PRC in the event that we are
treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment
in the ADSs or Class A Ordinary Shares.
We face uncertainty with respect to indirect transfers of equity interests in PRC resident
enterprises by their non-PRC holding companies.
In February 2015, the SA T issued the Public Notice Regarding Certain Enterprise Income
Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises (͏Ά
ʮѓ), or SA T Public Notice 7. SA T Public Notice 7
extends its tax jurisdiction to not only indirect transfers but also transactions involving transfer
of other taxable assets, through the offshore transfer of a foreign intermediate holding
company. In addition, SA T Public Notice 7 provides certain criteria on how to assess
reasonable commercial purposes and has introduced safe harbors for internal group
restructurings and the purchase and sale of equity through a public securities market. SA T
Public Notice 7 also brings challenges to both the foreign transferor and transferee (or other
RISK FACTORS
– 122 –


--- page 133 ---
person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident
enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by
disposing of the equity interests of an overseas holding company, the non-resident enterprise
being the transferor, or the transferee, or the PRC entity which directly owns the taxable assets
may report to the relevant tax authority such indirect transfer. Using a “substance over form”
principle, the PRC tax authority may disregard the existence of the overseas holding company
if it lacks a reasonable commercial purpose and was established for the purpose of reducing,
avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be
subject to PRC enterprise income tax, and the transferee or other person who is obligated to
pay for the transfer is obligated to withhold the applicable taxes, currently at a tax rate of 10%
for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the
transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the
taxes and the transferor fails to pay the taxes. However, according to the aforementioned safe
harbor rule, the PRC tax would not be applicable to the transfer by any non-resident enterprise
of the ADSs acquired and sold on public securities markets.
On October 17, 2017, the SA T issued the Public Notice on Issues Relating to Withholding
at Source of Income Tax of Non-resident Enterprises (ϔᖮϞᗫ
ʮѓ), or SA T Public Notice 37, which became effective on December 1, 2017.
According to SA T Public Notice 37, where the non-resident enterprise fails to declare its tax
payable pursuant to Article 39 of the EIT Law, the tax authority may order it to pay its tax due
within required time limits, and the non-resident enterprise shall declare and pay its tax payable
within such time limits specified by the tax authority. If the non-resident enterprise voluntarily
declares and pays its tax payable before the tax authority orders it to do so, it shall be deemed
that such enterprise has paid its tax payable in time.
We face uncertainties on the reporting and consequences of previous and future private
equity financing transactions, share exchanges or other transactions involving the transfer of
shares in our Company by investors that are non-PRC resident enterprises. The PRC tax
authorities may pursue such non-resident enterprises with respect to a filing or the transferees
with respect to withholding obligation and request our mainland China subsidiaries to assist in
the filing. As a result, we and non-resident enterprises in such transactions may become at risk
of being subject to filing obligations or being taxed under SA T Public Notice 7 and SA T Public
Notice 37, and may be required to expend valuable resources to comply with them or to
establish that we and our non-resident enterprises should not be taxed under these regulations,
which may have a material adverse effect on our financial condition and results of operations.
RISK FACTORS
– 123 –


--- page 134 ---
RISKS RELATED TO OUR WVR STRUCTURE
The concentration of our Share’s voting power limited our Shareholders’ ability to
influence corporate matters.
Our Company is controlled through weighted voting rights. Each Class A Ordinary Share
carries only one fortieth (1/40) of the voting rights of each Class B Ordinary Share and one
tenth (1/10) of the voting rights of each Class B Ordinary Shares after amendment of our
Memorandum and Articles of Association in the Post-Listing GM (except as required by
applicable law and in relation to the Reserved Matters). Immediately upon the completion of
Global Offering, our WVR Beneficiaries will be Dr. Han, our founder, chairman of our Board,
executive Director and CEO, and Dr. Li, our co-founder, executive Director and CTO. Dr. Han
and Dr. Li will beneficially own 27,129,666 Class A Ordinary Shares and 54,814,423 Class B
Ordinary Shares, representing (i) approximately 70.15% of the voting rights in our Company
(assuming the Over-allotment Option is not exercised) with respect to shareholder resolutions
relating to matters other than the Reserved Matters, on the basis that Class A Ordinary Shares
entitle the Shareholder to one vote per share and Class B Ordinary Shares entitle the
Shareholder to 40 votes per Share and (ii) approximately 37.85% of the effective voting rights
in our Company, assuming that Class A Ordinary Shares entitle the Shareholder to one vote per
share and the exercise of voting rights attached to Class B Ordinary Shares will be capped at
ten votes per share. Dr. Han and Dr. Li therefore have significant influence over management
and affairs of our Company and over all matters requiring shareholder approval, including the
election of Directors (excluding the appointment, election or removal of any independent
non-executive Director) and significant corporate transactions, such as a mergers,
consolidations, liquidations and the sale of all or substantially all of our assets, and other
significant corporate actions. In addition, the issuance of the Class A Ordinary Shares,
including future stock-based acquisition transactions and employee equity incentive programs,
could prolong the duration of our WVR Beneficiaries’ ownership of our voting power
immediately after the completion of the Global Offering and their ability to determine the
outcome of most matters submitted to a vote of our Shareholders. For further details about our
shareholding structure, see “Share Capital — WVR Structure.” This concentrated control limits
or severely restricts our Shareholders’ ability to influence corporate matters and, as a result, we
may take actions that our Shareholders do not view as beneficial. As a result, the market price
of our Class A Ordinary Shares or the ADSs could be adversely affected. This concentrated
control could discourage others from pursuing any potential merger, takeover, or other change
of control transactions that holders of Class B Ordinary Shares may view as beneficial, and
may also discourage, delay, or prevent a change of control of our Company, which could have
the effect of depriving our other Shareholders of the opportunity to receive a premium for their
Shares as part of a sale of our Company and may reduce the price of our Class A Ordinary
Shares or the ADSs.
RISK FACTORS
– 124 –


--- page 135 ---
Our dual-class share structure may render our securities ineligible for inclusion in certain
stock market indices, and thus adversely affect the trading price and liquidity of our Class
A Ordinary Shares or the ADSs.
We cannot predict whether our dual-class share structure with different voting rights will
result in a lower or more volatile market price of our Class A Ordinary Shares and/or ADSs,
in adverse publicity, or other adverse consequences. Certain index providers have announced
restrictions on including companies with multi-class share structures in certain of their indices.
For example, S&P Dow Jones and FTSE Russell have changed their eligibility criteria for
inclusion of shares of public companies on certain indices, including the S&P 500, to exclude
companies with multiple classes of shares and companies whose public shareholders hold no
more than 5% of total voting power from being added to such indices. As a result, our
dual-class share structure may prevent the inclusion of our securities in such indices, which
could adversely affect the trading price and liquidity of our securities. In addition, several
shareholder advisory firms have announced their opposition to the use of multiple class
structure and our dual-class share structure may cause shareholder advisory firms to publish
negative commentary about our corporate governance, in which case the market price and
liquidity of our Class A Ordinary Shares or ADSs could be adversely affected.
RISKS RELATED TO OUR CLASS A ORDINARY SHARES AND THE ADSs
The trading price and trading volume of our Class A Ordinary Shares or ADSs may be
volatile, which could lead to substantial losses to investors.
The trading price of the ADSs has been volatile since the ADSs started to trade on the
Nasdaq on October 25, 2024. The trading price of the ADSs could continue to fluctuate widely
due to a variety of factors, many of which are beyond our control. The trading price of our
Class A Ordinary Shares, likewise, can be volatile and fluctuate widely in response to factors
beyond our control. In addition, the performance and fluctuation of the market prices of other
companies with business operations located mainly in the PRC that have listed their securities
in Hong Kong or the United States may affect the volatility in the price of and trading volumes
for our Class A Ordinary Shares and ADSs. Some of these companies have experienced
significant volatility. The trading performances of these PRC companies’ securities may affect
the overall investor sentiment towards other PRC companies listed in the United States and
consequently may impact the trading performance of our Class A Ordinary Shares and ADSs,
regardless of our actual operating performance.
In addition to the above factors, the price and trading volume of our Class A Ordinary
Shares and ADSs may be highly volatile due to multiple factors, including the following:
 regulatory developments affecting us or our industry, strategic business partners and
third parties that collaborate with us;
 announcements of studies and reports relating to the quality of our products and
services or those of our competitors;
RISK FACTORS
– 125 –


--- page 136 ---
 changes in the economic performance or market valuations of our competitors;
 actual or anticipated fluctuations in our quarterly results of operations and changes
or revisions of our expected results;
 changes in financial estimates by securities research analysts;
 conditions in the autonomous driving industry;
 announcements by us or our competitors of acquisitions, strategic relationships,
joint ventures, capital raisings or capital commitments;
 additions to or departures of our senior management;
 fluctuations of exchange rates between the RMB and the U.S. dollar;
 release or expiry of lock-up or other transfer restrictions on our issued and
outstanding Class A Ordinary Shares or ADSs;
 sales or perceived potential sales of additional Class A Ordinary Shares or ADSs;
 changes in relations between the United States and China; and
 potential litigation or regulatory investigations.
Substantial future sales or perceived potential sales of our Class A Ordinary Shares and
ADSs in the public market could cause the price of our Class A Ordinary Shares and ADSs
to decline.
Future sales of a substantial number of our Class A Ordinary Shares or ADSs in the public
market, or the perception that these sales could occur, could cause the market price of our Class
A Ordinary Shares or ADSs to decline and could impair our ability to raise capital through the
sale of additional equity securities. As of the Latest Practicable Date, we had 938,366,330
Shares issued and outstanding (including 883,551,907 Class A Ordinary Shares represented by
our ADSs). All ADSs sold in our U.S. IPO are freely transferable without restriction or
additional registration under the United States Securities Act of 1933, as amended, or the
Securities Act. The remaining Class A Ordinary Shares issued and outstanding, including the
Class A Ordinary Shares held by our Pathfinder SIIs (namely, Qiming and Alliance V entures),
are available for sale, upon the expiration of a 180-day lock-up period beginning from the date
of the pricing of our U.S. IPO and ended on April 22, 2025, subject to volume and other
restrictions as applicable under Rules 144 and 701 under the Securities Act. Any or all of these
shares may be released prior to the expiration of the lock-up period at the discretion of the
representatives of the underwriters of our U.S. IPO. To the extent shares are released before the
expiration of the lock-up period and sold into the market, the market price of our Class A
Ordinary Shares or ADSs could decline.
RISK FACTORS
– 126 –


--- page 137 ---
Certain holders of our Class A Ordinary Shares may cause us to register under the
Securities Act the sale of their shares. Registration of these shares under the Securities Act
would result in ADSs representing these shares becoming freely tradable without restriction
under the Securities Act immediately upon the effectiveness of the registration. Sales of these
registered shares in the form of ADSs in the public market could cause the price of our ADSs
or Class A Ordinary Shares to decline.
Certain principal Shareholders have substantial influence over our key corporate matters
and will continue to have such influence following the Global Offering.
Certain principal Shareholders of our Company have certain special rights with respect to
our key corporate matters, in addition to voting power based on beneficial ownership in our
Company. Pursuant to our Articles of Association, for so long as THL, an entity beneficially
owned by Dr. Han, and Y anli, an entity beneficially owned by Dr. Li, or their affiliates remain
as our Shareholders of our Company, they shall together be entitled to appoint, remove, and
replace at least two directors, subject to certain conditions. To comply with Rule 2.03(4) of the
Listing Rules, which requires that all holders of listed securities to be treated fairly and equally,
our Company will, at the Post-Listing GM, put forth a resolution to remove such special rights
of THL and Y anli from the Articles of Association. See “Waivers and Exemption —
Requirements Relating to the Articles of Association — Non-class-based Resolutions.”
Pursuant to a nominating and support agreement dated July 26, 2024 with Alliance V entures
B.V ., Dr. Han and Dr. Li, which became effective upon the completion of our U.S. IPO,
Alliance V entures B.V . is entitled to the right to appoint, remove, and replace two directors,
subject to certain conditions. These special rights enable these principal Shareholders to have
substantial influence over our key corporate matters and could discourage others from pursuing
any change of control transaction that holders of our Class A Ordinary Shares and ADSs may
view as beneficial. Such right will be terminated upon the Listing. See “History, Development
and Corporate Structure — Our Investors Before the Nasdaq Listing — Nominating and
Support Agreement.”
If securities or industry analysts do not publish research or publish inaccurate or
unfavorable research about our business, or if they adversely change their
recommendations regarding our Class A Ordinary Shares and ADSs, the market price for
our Class A Ordinary Shares and ADSs and trading volume could decline.
The trading market for our Class A Ordinary Shares and ADSs will depend in part on the
research and reports that securities or industry analysts publish about us or our business. If
research analysts do not establish and maintain adequate research coverage or if one or more
of the analysts who covers us downgrades our Class A Ordinary Shares and ADSs or publishes
inaccurate or unfavorable research about our business, the market price for our Class A
Ordinary Shares and ADSs would likely decline. If one or more of these analysts cease
coverage of our Company or fail to publish reports on us regularly, we could lose visibility in
the financial markets, which, in turn, could cause the market price or trading volume for our
Class A Ordinary Shares and ADSs to decline.
RISK FACTORS
– 127 –


--- page 138 ---
Techniques employed by short sellers may drive down the market price of our Class A
Ordinary Shares and/or ADSs.
Short selling is the practice of selling securities that the seller does not own but rather has
borrowed from a third party with the intention of buying identical securities back at a later date
to return to the lender. The short seller hopes to profit from a decline in the value of the
securities between the sale of the borrowed securities and the purchase of the replacement
shares, as the short seller expects to pay less in that purchase than it received in the sale. As
it is in the short seller’s interest for the price of the security to decline, many short sellers
publish, or arrange for the publication of, negative opinions regarding the relevant issuer and
its business prospects in order to create negative market momentum and generate profits for
themselves after selling a security short. These short attacks have, in the past, led to selling of
shares in the market.
Public companies that have a substantial majority of their operations in China have been
the subject of short selling. Much of the scrutiny and negative publicity has centered on
allegations of a lack of effective internal control over financial reporting resulting in financial
and accounting irregularities and mistakes, inadequate corporate governance policies or a lack
of adherence thereto and, in many cases, allegations of fraud. As a result, many of these
companies are now conducting internal and external investigations into the allegations and, in
the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.
It is not clear what effect such negative publicity could have on us. If we were to become
the subject of any unfavorable allegations, whether such allegations are proven to be true or
untrue, we could have to expend a significant amount of resources to investigate such
allegations and/or defend ourselves. While we would strongly defend against any such short
seller attacks, we may be constrained in the manner in which we can proceed against the
relevant short seller by principles of freedom of speech, applicable state law or issues of
commercial confidentiality. Such a situation could be costly and time-consuming, and could
distract our management from growing our business. Even if such allegations are ultimately
proven to be groundless, allegations against us could severely impact our business operations,
and any investment in our Class A Ordinary Shares and ADSs could be greatly reduced or even
rendered worthless.
Because we do not expect to pay dividends in the foreseeable future after the Global
Offering, you must rely on price appreciation of our Class A Ordinary Shares and ADSs
for return on your investment.
We currently intend to retain most, if not all, of our available funds and any future
earnings after the Global Offering to fund the development and growth of our business. As a
result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you
should not rely on an investment in our Class A Ordinary Shares and/or ADSs as a source for
any future dividend income.
RISK FACTORS
– 128 –


--- page 139 ---
The Board has complete discretion as to whether to distribute dividends, subject to certain
requirements of Cayman Islands law. In addition, our Shareholders may by ordinary resolution
declare a dividend, but no dividend may exceed the amount recommended by our Directors.
Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit
or share premium account of the company, provided that in no circumstances may a dividend
be paid out of share premium if this would result in the company being unable to pay its debts
as they fall due in the ordinary course of business. Even if the Board decides to declare and
pay dividends, the timing, amount and form of future dividends, if any, will depend on our
future results of operations and cash flow, our capital requirements and surplus, the amount of
distributions, if any, received by us from our subsidiaries, our financial condition, contractual
restrictions and other factors deemed relevant by the Board. Accordingly, the return on your
investment in our Class A Ordinary Shares and ADSs will likely depend entirely upon any
future price appreciation of such securities. There is no guarantee that our Class A Ordinary
Shares and ADSs will appreciate in value after the Global Offering or even maintain the price
at which you purchased them. Y ou may not realize a return on your investment in our Class A
Ordinary Shares and ADSs and you may even lose your entire investment.
The voting rights of holders of ADSs are limited by the terms of the Deposit Agreement,
and the holders of ADSs may not be able to exercise the same rights as our Shareholders.
Holders of our ADSs do not have the same rights as our Shareholders. Holder of our ADSs
will not have any direct right to attend general meetings of the Shareholders or to cast any votes
at such meetings. Our ADS holder will only be able to exercise the voting rights carried by the
underlying Class A Ordinary Shares which are represented by their ADSs indirectly by giving
voting instructions to the Depositary in accordance with the provisions of the Deposit
Agreement. Under the Deposit Agreement, holders of our ADSs may vote only by giving voting
instructions to the Depositary. Upon receipt of the voting instructions of the holders of our
ADSs, the Depositary will try, as far as is practicable, to vote the Class A Ordinary Shares
underlying their ADSs in accordance with the instructions of holders of our ADSs. If we ask
for the instructions of our ADS holders, then upon receipt of their voting instructions, the
Depositary will try to vote the underlying Class A Ordinary Shares in accordance with these
instructions. If we do not instruct the Depositary to ask for your instructions, the Depositary
may still vote in accordance with instructions our holders of our ADSs give, but it is not
required to do so. Holders of our ADSs will not be able to directly exercise their right to vote
with respect to the underlying Class A Ordinary Shares unless they withdraw such shares, and
become the registered holder of such shares prior to the record date for the general meeting.
When a general meeting is convened, holders of our ADSs may not receive sufficient advance
notice of the meeting to withdraw the Class A Ordinary Shares underlying their ADSs and
become the registered holder of such shares to allow them to attend the general meeting and
to vote directly with respect to any specific matter or resolution to be considered and voted
upon at the general meeting. In addition, under our Memorandum and Articles of Association,
for the purposes of determining those shareholders who are entitled to attend and vote at any
general meeting, our Directors may close our register of members and/or fix in advance a
record date for such meeting, and such closure of our register of members or the setting of such
a record date may prevent holders of our ADSs from withdrawing the Class A Ordinary Shares
RISK FACTORS
– 129 –


--- page 140 ---
underlying their ADSs and becoming the registered holder of such shares prior to the record
date, so that they would not be able to attend the general meeting or to vote directly. If we ask
for instructions of holders of our ADSs, the Depositary will notify them of the upcoming vote
and will arrange to deliver our voting materials to the holders of our ADSs. We have agreed
to give the Depositary notice of shareholder meetings sufficiently in advance of such meetings.
Nevertheless, we cannot assure that holders of our ADSs will receive the voting materials in
time to ensure that they can instruct the Depositary to vote the underlying Class A Ordinary
Shares represented by their ADSs. In addition, the Depositary and its agents are not responsible
for failing to carry out voting instructions or for their manner of carrying out their voting
instructions. This means that holders of our ADSs may not be able to exercise their right to
direct how the Class A Ordinary Shares underlying their ADSs are voted and they may have
no legal remedy if the Class A Ordinary Shares underlying their ADSs are not voted as
requested. In addition, in the capacity as an ADS holder, they will not be able to call a
shareholders’ meeting. Except in limited circumstances, the Depositary for our ADSs will give
us a discretionary proxy to vote the Class A Ordinary Shares underlying their ADSs if holders
of our ADSs do not provide timely instructions to the Depositary as to how to vote the Class
A Ordinary Shares underlying their ADSs at shareholders’ meetings, which could adversely
affect their interests.
Under the Deposit Agreement for the ADSs, if holders of our ADSs do not provide timely
instructions to the Depositary as to how to vote the Class A Ordinary Shares underlying their
ADSs, the Depositary will give us a discretionary proxy to vote the Class A Ordinary Shares
underlying their ADSs at shareholders’ meetings unless:
 we have instructed the Depositary that we do not wish a discretionary proxy to be
given;
 we have informed the Depositary that there is substantial opposition as to a matter
to be voted on at the meeting;
 a matter to be voted on at the meeting would have a material adverse impact on
shareholders; or
 the voting at the meeting is to be made on a show of hands.
The effect of this discretionary proxy is that holders of our ADSs cannot prevent the Class
A Ordinary Shares underlying their ADSs from being voted, except under the circumstances
described above. This may make it more difficult for ADS holders to influence the management
of our Company. Holders of our Class A Ordinary Shares are not subject to this discretionary
proxy.
RISK FACTORS
– 130 –


--- page 141 ---
Forum selection provisions in our Memorandum and Articles of Association and our
Deposit Agreement with the Depositary could limit the ability of holders of the Class A
Ordinary Shares, and ADSs or other securities to obtain a favorable judicial forum for
disputes with us, our Directors and officers, the Depositary, and potentially others.
Our Memorandum and Articles of Association provide that the United States District
Court for the Southern District of New Y ork (or, if the United States District Court for the
Southern District of New Y ork lacks subject matter jurisdiction over a particular dispute, the
state courts in New Y ork County, New Y ork) shall be the exclusive forum within the United
States for the resolution of any complaint asserting a cause of action arising out of or relating
in any way to the federal securities laws of the United States, including those arising from the
Securities Act and the Exchange Act, regardless of whether such legal suit, action, or
proceeding also involves parties other than our Company. Our Deposit Agreement with the
Depositary also provides that the United States District Court for the Southern District of New
Y ork (or, if the United States District Court for the Southern District of New Y ork lacks subject
matter jurisdiction over a particular dispute, the state courts in New Y ork County, New Y ork)
will have jurisdiction to hear and determine any suit, action, or proceeding and to settle any
dispute between the Depositary and us that may arise out of or relate in any way to the Deposit
Agreement, including claims under the Securities Act or the Exchange Act. Holders and
beneficial owners of our Class A Ordinary Shares and ADSs, by holding an ADS or an interest
therein, understand and irrevocably agree that any legal suit, action, or proceeding against or
involving us or the Depositary arising out of or related in any way to the Deposit Agreement,
Class A Ordinary Shares and ADSs, or the transactions contemplated thereby or by virtue of
ownership thereof, including without limitation claims under the Securities Act or the
Exchange Act, may only be instituted in the United States District Court for the Southern
District of New Y ork (or, if the United States District Court for the Southern District of New
Y ork lacks jurisdiction or such designation of the exclusive forum is, or becomes, invalid,
illegal, or unenforceable, in the state courts of New Y ork County, New Y ork). However, the
enforceability of similar federal court choice of forum provisions has been challenged in legal
proceedings in the United States, and a court could find this type of provision to be
inapplicable, unenforceable, or inconsistent with other documents relevant to the filing of such
lawsuits. If a court were to find the federal court choice of forum provision contained in our
Memorandum and Articles of Association or our Deposit Agreement with the Depositary to be
inapplicable or unenforceable in an action, we may incur additional costs associated with
resolving such action in other jurisdictions. If upheld, the forum selection clause in our
Memorandum and Articles of Association, as well as the forum selection provisions in the
Deposit Agreement, may limit a security-holder’s ability to bring a claim against us, our
Directors and officers, the Depositary, and potentially others in his or her preferred judicial
forum, and this limitation may discourage such lawsuits. In addition, the Securities Act
provides that both federal and state courts have jurisdiction over suits brought to enforce any
duty or liability under the Securities Act or the rules and regulations thereunder. Accepting or
consent to this forum selection provision does not constitute a waiver by you of compliance
with federal securities laws and the rules and regulations thereunder. Y ou may not waive
RISK FACTORS
– 131 –


--- page 142 ---
compliance with federal securities laws and the rules and regulations thereunder. The exclusive
forum provision in our Memorandum and Articles of Association will not operate so as to
deprive the courts of the Cayman Islands from having jurisdiction over matters relating to our
internal affairs.
We are entitled to amend the Deposit Agreement and to change the rights of ADS holders
under the terms of such agreement, or to terminate the Deposit Agreement, without the
prior consent of the ADS holders.
We are entitled to amend the Deposit Agreement and to change the rights of the ADS
holders under the terms of such agreement, without the prior consent of the ADS holders. We
and the Depositary may agree to amend the Deposit Agreement in any way we decide is
necessary or advantageous to us. Amendments may reflect, among other things, operational
changes in the ADS program, legal developments affecting ADSs or changes in the terms of our
business relationship with the Depositary. In the event that the terms of an amendment impose
or increase fees or charges (other than taxes and other governmental charges, registration fees,
cable (including SWIFT) or facsimile transmission costs, delivery costs or other such
expenses) or that would otherwise prejudice any substantial existing right of the ADS holders,
such amendment will not become effective as to outstanding ADSs until the expiration of 30
days after notice of that amendment has been disseminated to the ADS holders, but no prior
consent of the ADS holders is required under the Deposit Agreement. Furthermore, we may
decide to terminate the ADS facility at any time for any reason. For example, terminations may
occur when the ADSs are delisted from the stock exchange in the United States on which the
ADSs are listed and we do not list the ADSs on another stock exchange in the United States,
nor is there a symbol available for over-the-counter trading of the ADSs in the United States.
If the ADS facility is terminated, ADS holders will receive at least 90 days’ prior notice, but
no prior consent is required from them. Under the circumstances that we decide to make an
amendment to the Deposit Agreement that is disadvantageous to ADS holders or terminate the
Deposit Agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs
and become direct holders of the underlying Class A Ordinary Shares, but will have no right
to any compensation whatsoever.
Rights to pursue claims against the Depositary as a holder of our ADSs are limited by the
terms of the Deposit Agreement.
Under the Deposit Agreement, any legal suit, action or proceeding against or involving
the Depositary, arising out of or relating in any way to the Deposit Agreement or the
transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in
the United States District Court of the Southern District of New Y ork (or, if the United States
District Court of the Southern District of New Y ork lacks subject matter jurisdiction over a
particular dispute, the state courts of New Y ork County, New Y ork) and holders of our ADSs
will have irrevocably waived any objection which our ADS holders may have to the laying of
venue of any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such
courts in any such action or proceeding.
RISK FACTORS
– 132 –


--- page 143 ---
The Deposit Agreement provides that the Depositary may, in its sole discretion, require
that any dispute or difference arising from the relationship created by the Deposit Agreement
be referred to and finally settled by an arbitration conducted under the terms described in the
Deposit Agreement, although the arbitration provisions do not preclude holders of our ADSs
from pursuing any claims under the Securities Act or the Exchange Act in state or federal court.
Our ADS holders may not receive cash dividends if the Depositary decides it is impractical
to make them available to them.
The Depositary will pay cash dividends on the ADSs only to the extent that we decide to
distribute dividends on our Class A Ordinary Shares or other deposited securities, and we do
not have any present plan to pay any cash dividends on our Class A Ordinary Shares in the
foreseeable future. To the extent that there is a distribution, the Depositary of our ADSs has
agreed to pay to our ADS holders the cash dividends or other distributions it or the custodian
receives on our Class A Ordinary Shares or other deposited securities after deducting its fees
and expenses. Holders of our ADSs will receive these distributions in proportion to the number
of Class A Ordinary Shares their ADSs represent. However, the Depositary may, at its
discretion, decide that it is inequitable or impractical to make a distribution available to any
holders of ADSs. For example, the Depositary may determine that it is not practicable to
distribute certain property through the mail, or that the value of certain distributions may be
less than the cost of mailing them. In these cases, the Depositary may decide not to distribute
such property to our ADS holders.
Our ADS holders may not be entitled to a jury trial with respect to claims arising under
the Deposit Agreement, which could result in less favorable outcomes to the plaintiff(s) in
any such action.
The Deposit Agreement governing the ADSs representing our Shares provides that,
subject to the Depositary’s right to require a claim to be submitted to arbitration, the United
States District Court of the Southern District of New Y ork (or, if the United States District
Court of the Southern District of New Y ork lacks subject matter jurisdiction over a particular
dispute, the state courts of New Y ork County, New Y ork) have exclusive jurisdiction to hear
and determine claims arising under the Deposit Agreement and in that regard, to the fullest
extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have
against us or the Depositary arising out of or relating to our Class A Ordinary Shares, the ADSs
or the Deposit Agreement, including any claim under the U.S. federal securities laws.
If we or the Depositary opposed a jury trial demand based on the waiver, the court would
determine whether the waiver was enforceable based on the facts and circumstances of that
case in accordance with the applicable state and federal law. To our knowledge, the
enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising
under the federal securities laws has not been finally adjudicated by the United States Supreme
Court. However, we believe that a contractual pre-dispute jury trial waiver provision is
generally enforceable, including under the laws of the State of New Y ork, which govern the
Deposit Agreement. In determining whether to enforce a contractual pre-dispute jury trial
RISK FACTORS
– 133 –


--- page 144 ---
waiver provision, courts will generally consider whether a party knowingly, intelligently and
voluntarily waived the right to a jury trial. We believe that this is the case with respect to the
Deposit Agreement and the ADSs. It is advisable that you consult legal counsel regarding the
jury waiver provision before entering into the Deposit Agreement.
If any holders or beneficial owners of ADSs bring a claim against us or the Depositary
in connection with matters arising under the Deposit Agreement or the ADSs, including claims
under federal securities laws, they may not be entitled to a jury trial with respect to such
claims, which may have the effect of limiting and discouraging lawsuits against us or the
Depositary. If a lawsuit is brought against us or the Depositary under the Deposit Agreement,
it may be heard only by a judge or justice of the applicable trial court, which would be
conducted according to different civil procedures and may result in different outcomes than a
trial by jury would have had, including results that could be less favorable to the plaintiff(s)
in any such action.
Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action
proceeds, it would proceed under the terms of the Deposit Agreement with a jury trial. No
condition, stipulation or provision of the Deposit Agreement or ADSs shall relieve us or the
Depositary from our respective obligations to comply with the Securities Act and the Exchange
Act.
Y ou may face difficulties in protecting your interests, and your ability to protect your
rights through Hong Kong or U.S. courts may be limited, because we are incorporated
under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands with
limited liability. Our corporate affairs are governed by our Memorandum and Articles of
Association, the Companies Act (Revised) of the Cayman Islands, which we refer to as the
Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take
action against our Directors, actions by our minority shareholders and the fiduciary duties of
our Directors to us under Cayman Islands law are to a large extent governed by the common
law of the Cayman Islands. The common law of the Cayman Islands is derived in part from
comparatively limited judicial precedent in the Cayman Islands as well as from the common
law of England, the decisions of whose courts are of persuasive authority, but are not binding,
on a court in the Cayman Islands. The rights of our Shareholders and the fiduciary duties of
our Directors under Cayman Islands law are not as clearly established as they would be under
statutes or judicial precedent in some jurisdictions in Hong Kong or the United States. In
particular, the Cayman Islands has a less developed body of securities laws than Hong Kong
or the United States. Some U.S. states, such as Delaware, have more fully developed and
judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman
Islands companies may not have standing to initiate a shareholder derivative action in a court
in Hong Kong or a federal court of the United States.
RISK FACTORS
– 134 –


--- page 145 ---
Shareholders of Cayman Islands exempted companies like us have no general rights under
Cayman Islands law to inspect corporate records (other than copies of the memorandum and
articles of association, the register of mortgages and charges and any special resolutions passed
by the shareholders) or to obtain copies of lists of shareholders of these companies. Save that
any register of members held in Hong Kong shall during normal business hours be open to
inspection by a shareholder without charge and any other person on payment of a fee of such
amount not exceeding the maximum amount as may from time to time be permitted under the
Listing Rules as the Board may determine for each inspection, our Directors have discretion
according to our Memorandum and Articles of Association to determine whether or not, and
under what conditions, our corporate records may be inspected by our Shareholders, but are not
obliged to make them available to our Shareholders. This may make it more difficult for you
to obtain the information needed to establish any facts necessary for a shareholder motion or
to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, our public shareholders may have more difficulty in
protecting their interests in the face of actions taken by management, members of the Board
or controlling shareholders than they would as public shareholders of a company incorporated
in Hong Kong or the United States.
Our ADS holders may be subject to limitations on transfer of the ADSs.
Our ADSs are transferable on the books of the Depositary. However, the Depositary may
close its transfer books at any time or from time to time when it deems expedient in connection
with the performance of its duties. The Depositary may close its books from time to time for
a number of reasons, including in connection with corporate events such as a rights offering,
during which time the Depositary needs to maintain an exact number of ADS holders on its
books for a specified period. The Depositary may also close its books in emergencies, and on
weekends and public holidays. In addition, the Depositary may refuse to deliver, transfer or
register transfers of ADSs generally when our books or the books of the Depositary are closed,
or at any time if we or the Depositary deems it advisable to do so because of any requirement
of law or of any government or governmental body, or under any provision of the Deposit
Agreement, or for any other reason.
The rights of our ADS holders to participate in any future rights offerings may be limited,
which may cause dilution to their holdings.
We may from time to time distribute rights to our Shareholders, including rights to
acquire our securities. However, we cannot make rights available to our ADS holders in the
United States unless we register both the rights and the securities to which the rights relate
under the Securities Act or an exemption from the registration requirements is available. Under
the Deposit Agreement, the Depositary will not make rights available to a holder of our ADSs
unless both the rights and the underlying securities to be distributed to ADS holders are either
registered under the Securities Act or exempt from registration under the Securities Act. We are
under no obligation to file a registration statement with respect to any such rights or securities
or to endeavor to cause such a registration statement to be declared effective and we may not
be able to establish a necessary exemption from registration under the Securities Act.
Accordingly, our ADS holders may be unable to participate in our rights offerings and may
experience dilution in their holdings.
RISK FACTORS
– 135 –


--- page 146 ---
Y ou may experience difficulties in effecting service of legal process, enforcing foreign
judgments or bringing actions in China against us or our management named in the
prospectus based on foreign laws.
We are a company incorporated under the laws of the Cayman Islands. We conduct a
majority of our operations in mainland China and a majority of our assets are located in China.
In addition, most of our Directors and senior executive officers reside within China for a
significant portion of the time and most are PRC nationals. As a result, it may be difficult for
you to effect service of process upon us or those persons inside China. It may also be difficult
for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability
provisions of the U.S. federal securities laws against us and our Directors and officers who
reside and whose assets are located outside the United States. In addition, there is uncertainty
as to whether the courts of the Cayman Islands or the PRC would recognize or enforce
judgments of U.S. courts against us or such persons predicated upon the civil liability
provisions of the securities laws of the United States or any state.
The United States and the Cayman Islands do not have a treaty providing for reciprocal
recognition and enforcement of judgments of U.S. courts in civil and commercial matters and
there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or
enforce judgments of U.S. courts obtained against us or our Directors or officers, predicated
upon the civil liability provisions of the securities laws of the United States or any state in the
United States, or (ii) entertain original actions brought in the Cayman Islands against us or our
Directors or officers, predicated upon the securities laws of the United States or any state in
the United States. A judgment obtained in any federal or state court in the United States will
be recognized and enforced in the courts of the Cayman Islands at common law, without any
re-examination of the merits of the underlying dispute, by an action commenced on the foreign
judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is given
by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to
pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect
of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a kind the
enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the
United States courts under the civil liability provisions of the securities laws if such judgment
is determined by the courts of the Cayman Islands to give rise to obligations to make payments
that are penal or punitive in nature. Because the courts of the Cayman Islands have yet to rule
on whether such judgments are penal or punitive in nature, it is uncertain whether such civil
liability judgments from U.S. courts would be enforceable in the Cayman Islands.
The recognition and enforcement of foreign judgments are provided for under the PRC
Civil Procedures Law (). PRC courts may recognize and
enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures
Law and other applicable laws and regulations based either on treaties between China and the
country where the judgment is made or on principles of reciprocity between jurisdictions.
China does not have any treaties or other forms of reciprocity with the United States that
provide for the reciprocal recognition and enforcement of foreign judgments. In addition,
RISK FACTORS
– 136 –


--- page 147 ---
according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign
judgment against us or our Directors and officers if they decide that the judgment violates the
basic principles of PRC laws or national sovereignty, security or public interest. As a result,
as this may also apply to other jurisdictions, it is uncertain whether and on what basis a PRC
court would enforce a judgment rendered by a court in the United States. Under the PRC Civil
Procedures Law, foreign shareholders may originate actions based on PRC law against a
company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court
to have jurisdiction, and meet other procedural requirements. It will be, however, difficult for
U.S. Shareholders to originate actions against us in the PRC in accordance with PRC laws
because we are incorporated under the laws of the Cayman Islands and it will be difficult for
U.S. Shareholders, by virtue only of holding our Class A Ordinary Shares and/or ADSs, to
establish a connection to the PRC for a PRC court to have jurisdiction as required under the
PRC Civil Procedures Law.
Our Memorandum and Articles of Association contain anti-takeover provisions that could
discourage a third party from acquiring us and adversely affect the rights of holders of
our Class A Ordinary Shares and ADSs.
Our Memorandum and Articles of Association contain provisions to limit the ability of
others to acquire control of our Company or cause us to engage in change of control
transactions. These provisions could have the effect of depriving our Shareholders of an
opportunity to sell their Shares at a premium over prevailing market prices by discouraging
third parties from seeking to obtain control of our Company in a tender offer or similar
transaction. The Board has the authority, without further action by the Shareholders, to issue
preferred shares in one or more series and to fix their designations, powers, preferences,
privileges, and relative participating, optional or special rights and the qualifications,
limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences, any or all of which may be greater than the rights
associated with our Class A Ordinary Shares, in the form of ADS or otherwise. Preferred shares
could be issued quickly with terms calculated to delay or prevent a change in control of our
Company or make removal of management more difficult. If the Board decides to issue
preferred shares, the price of our Class A Ordinary Shares and/or ADSs may fall and the voting
and other rights of the holders of our Class A Ordinary Shares and ADSs may be materially and
adversely affected.
We are a foreign private issuer within the meaning of the rules under the Exchange Act,
and as such we are exempt from certain provisions applicable to U.S. domestic public
companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt
from certain provisions of the securities rules and regulations in the United States that are
applicable to U.S. domestic issuers, including:
 the rules under the Exchange Act requiring the filing with the SEC of quarterly
reports on Form 10-Q or current reports on Form 8-K;
RISK FACTORS
– 137 –


--- page 148 ---
 the sections of the Exchange Act regulating the solicitation of proxies, consents, or
authorizations in respect of a security registered under the Exchange Act;
 the sections of the Exchange Act requiring insiders to file public reports of their
stock ownership and trading activities and liability for insiders who profit from
trades made in a short period of time;
 the selective disclosure rules by issuers of material nonpublic information under
Regulation FD promulgated by SEC; and
 certain audit committee independence requirements in Rule 10A-3 of the Exchange
Act.
We will be required to file an annual report on Form 20-F within four months of the end
of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press
releases, distributed pursuant to the rules and regulations of the Nasdaq Stock Market. Press
releases relating to financial results and material events will also be furnished to the SEC on
Form 6-K. However, the information we are required to file with or furnish to the SEC will be
less extensive and less timely compared to that required to be filed with the SEC by U.S.
domestic issuers. As a result, you may not be afforded the same protections or information that
would be made available to you were you investing in a U.S. domestic issuer, which may be
difficult for overseas regulators to conduct investigation or collect evidence within China.
As an exempted company incorporated in the Cayman Islands, we are permitted to adopt
certain home country practices in relation to corporate governance matters that differ
significantly from the Nasdaq Stock Market’s corporate governance requirements; these
practices may afford less protection to shareholders than they would enjoy if we complied
fully with the Nasdaq Stock Market’s corporate governance requirements.
As a Cayman Islands company listed on the Nasdaq Stock Market, we are subject to the
corporate governance listing standards of the Nasdaq Stock Market. However, rules of the
Nasdaq Stock Market permit a foreign private issuer like us to follow the corporate governance
practices of its home country. Certain corporate governance practices in the Cayman Islands,
which is our home country, may differ significantly from the corporate governance listing
standards of the Nasdaq Stock Market. If we choose to follow home country practices in the
future, our Shareholders may be afforded less protection than they would otherwise enjoy
under the corporate governance listing standards of the Nasdaq Stock Market that are
applicable to U.S. domestic issuers.
RISK FACTORS
– 138 –


--- page 149 ---
If we are deemed an “investment company” under the Investment Company Act of 1940,
it could adversely affect the price of our Class A Ordinary Shares and ADSs and could
materially and adversely affect our business, results of operations, and financial
condition.
We do not intend to become registered as an “investment company” under Section 3(a)
of the Investment Company Act of 1940, or the Investment Company Act. We are primarily
engaged in the businesses of the research, development and commercialization of autonomous
driving technology.
Under Sections 3(a)(1)(A) and 3(a)(1)(C) of the Investment Company Act, a company is
deemed to be an “investment company” if it is or holds itself out as being engaged primarily,
or proposes to engage primarily, in the business of investing, reinvesting, or trading in
securities or if it is engaged, or proposes to engage, in the business of investing, reinvesting,
owning, holding, or trading in securities and owns or proposes to acquire investment securities
having a value exceeding 40% of the value of its total assets (exclusive of government
securities and cash items) on an unconsolidated basis. Section 3(b)(1) of the Investment
Company Act provides that notwithstanding Section 3(a)(1)(C) of the Investment Company Act
a company will not be deemed to be an “investment company” if it is primarily engaged,
directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other
than that of investing, reinvesting, owning, holding, or trading in securities. Rule 3a-8 under
the Investment Company Act provides a nonexclusive safe harbor from the definition of
“investment company” for certain research and development companies. We do not believe that
we are an “investment company” under the Investment Company Act, including by operation
of Section 3(b)(1) of the Investment Company Act and as a result of our compliance with the
safe harbor of Rule 3a-8 under the Investment Company as a research and development
company, within the meaning of such rule. We currently conduct, and intend to continue to
conduct, our operations so that neither we, nor any of our subsidiaries, are required to register
as an “investment company” under the Investment Company Act. If we and/or certain of our
subsidiaries are deemed to be an investment company within the meaning of the Investment
Company Act, we would have to dispose of investment securities (as defined in the Investment
Company Act) in order to fall outside the definition of an investment company. Additionally,
we may have to forgo potential future acquisitions of investment securities (as defined in the
Investment Company Act). Failure to avoid being deemed an investment company under the
Investment Company Act, coupled with our inability as a foreign private issuer to register
under the Investment Company Act, could make us unable to comply with our reporting
obligations as a public company in the United States and lead to our being delisted from the
Nasdaq, which would materially and adversely affect the liquidity and value of our Class A
Ordinary Shares and ADSs. We would also be unable to raise capital through the sale of
securities in the United States or to conduct business in the United States. In addition, we may
be subject to SEC enforcement action or purported class action lawsuits for alleged violations
of U.S. securities laws. Defending ourselves against any such enforcement action or lawsuits
would require significant attention from our management and divert resources from our
existing businesses and could materially and adversely affect our business, results of
operations, and financial condition.
RISK FACTORS
– 139 –


--- page 150 ---
We believe that we may have been classified as a passive foreign investment company for
U.S. federal income tax purposes, which could result in adverse U.S. federal income tax
consequences to U.S. holders of our ADSs and/or Class A Ordinary Shares.
A non-U.S. corporation, such as our Company, will generally be classified as a passive
foreign investment company, or PFIC, for U.S. federal income tax purposes, for any taxable
year, if either (i) 75% or more of its gross income for such year consists of certain types of
“passive” income or (ii) 50% or more of its assets (generally determined on the basis of a
quarterly average) during such year produce or are held for the production of passive income.
Based on the current and anticipated value of our assets and composition of our income
and assets, including goodwill (taking into account the expected cash proceeds from, and our
anticipated market capitalization following the Global Offering), we believe that we may have
been a PFIC for the taxable year ended December 31, 2024 and it is likely we may be a PFIC
for the current taxable year unless the market price of our ADSs and/or Class A Ordinary
Shares increases and/or we invest a substantial amount of the cash and other passive assets we
hold in assets that produce or are held for the production of active income. If we are classified
as a PFIC for any taxable year during which a U.S. Holder (as defined below) holds our ADSs
and/or Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could
apply to such U.S. Holder.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or
Class A Ordinary Shares that is, for U.S. federal income tax purposes: (i) an individual who is
a citizen or resident of the United States; (ii) a corporation (or other entity treated as a
corporation for U.S. federal income tax purposes) created in, or organized under the law of the
United States or any state thereof or the District of Columbia; (iii) an estate the income of
which is includible in gross income for U.S. federal income tax purposes regardless of its
source; or (iv) a trust (A) the administration of which is subject to the primary supervision of
a U.S. court and which has one or more U.S. persons who have the authority to control all
substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a
United States person under the Code.
If a partnership (or other entity treated as a partnership for U.S. federal income tax
purposes) is a beneficial owner of our ADSs or Class A Ordinary Shares, the tax treatment of
a partner in the partnership will generally depend upon the status of the partner and the
activities of the partnership. Partnerships holding our ADSs or Class A Ordinary Shares and
their partners are urged to consult their tax advisors regarding an investment in our ADSs or
Class A Ordinary Shares.
For U.S. federal income tax purposes, it is generally expected that a U.S. Holder of ADSs
will be treated as the beneficial owner of the underlying shares represented by the ADSs.
Accordingly, deposits or withdrawals of Class A Ordinary Shares for ADSs will generally not
be subject to U.S. federal income tax.
RISK FACTORS
– 140 –


--- page 151 ---
We are an emerging growth company within the meaning of the Securities Act and may
take advantage of certain reduced reporting requirements.
As a company with less than US$1.235 billion in revenue for our last fiscal year, we
qualify as an “emerging growth company” pursuant to the JOBS Act. For as long as we
continue to be an emerging growth company, we intend to take advantage of exemptions from
various reporting requirements that are applicable to other public companies that are not
emerging growth companies, including, among others, the exemption from the auditor
attestation requirement under Section 404 in the assessment of the emerging growth company’s
internal control over financial reporting. As a result, our investors may not have access to
certain information they may deem important.
We incur increased costs and become subject to additional rules and regulations as a
result of being a public company, particularly when we cease to qualify as an “emerging
growth company” on December 31, 2025.
As a public company, we expect to incur significant legal, accounting and other expenses
that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules
subsequently implemented by the SEC or the Nasdaq Stock Market, impose various
requirements on the corporate governance practices of public companies. These rules and
regulations may increase our legal and financial compliance costs and may make some
corporate activities more time-consuming and costly.
As a result of becoming a public company, we need to increase the number of independent
directors and adopt policies regarding internal controls and disclosure controls and procedures.
Furthermore, operating as a public company makes it more difficult and more expensive for us
to obtain director and officer liability insurance, and we may be required to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar
coverage. In addition, we may incur additional costs associated with our public company
reporting requirements. It may also be more difficult for us to find qualified persons to serve
on the Board or as executive officers. We are currently evaluating and monitoring
developments with respect to these rules and regulations, and we cannot predict or estimate
with any degree of certainty the number of additional costs we may incur or the timing of such
costs.
In the past, shareholders of a public company often brought securities class action suits
against the company following periods of instability in the market price of that company’s
securities. If we were to be involved in a class action suit, it would possibly divert a significant
amount of our management’s attention and other resources from our business and operations,
which could harm our results of operations and require us to incur significant expenses to
defend the suit. Any such class action suit, whether or not successful, could harm our
reputation and restrict our ability to raise capital in the future. In addition, if a claim is
successfully made against us, we may be required to pay significant damages, which could
have a material and adverse effect on our financial condition and results of operations.
RISK FACTORS
– 141 –


--- page 152 ---
In addition, as an emerging growth company, we will still incur expenses in relation to
management assessment according to requirements of Section 404(a) of the Sarbanes-Oxley
Act. After we are no longer an “emerging growth company,” we expect to incur additional
significant expenses and devote substantial management effort toward ensuring compliance
with the requirements of Section 404(b) of the Sarbanes-Oxley Act and the other rules and
regulations of the SEC. Based on the aggregate market value of our Class A ordinary shares
(including Class A ordinary shares represented by ADSs) held by non-affiliates as of June 30,
2025, we expect to become a “large accelerated filer” and no longer qualify as an emerging
growth company as of December 31, 2025.
RISKS RELATED TO THE GLOBAL OFFERING AND THE DUAL LISTING
Consummation of the Global Offering is subject to market and other conditions, and
there can be no assurance that it will be completed on the terms described in this
prospectus, or at all.
Acceptance of all applications for Offer Shares will be conditional on (i) the Stock
Exchange granting approval for the listing of, and permission to deal in, the Class A Ordinary
Shares in issue and to be issued as mentioned in this prospectus, on the Main Board of the
Stock Exchange and such approval not subsequently having been withdrawn or revoked prior
to the Listing Date, (ii) the pricing of the Offer Shares having been agreed between the Joint
Representatives (for themselves and on behalf of the Underwriters) and the Company, and (iii)
certain other conditions as described in “Structure of the Global Offering.”
The satisfaction of these conditions is subject to market conditions and our compliance
with applicable Listing Rules. If any of the conditions to the Global Offering is not satisfied,
due to our failure to meet the aforesaid Rule 8A.06(1) requirements or any other reasons, prior
to the dates and times specified, the Global Offering will not proceed and will lapse. In such
a situation, all application monies will be refunded, without interest, on the terms set out in
“How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of Share Certificates
and Refund of Application Monies.” For more information, see “Structure of the Global
Offering” and “How to Apply for Hong Kong Offer Shares.”
We will incur increased costs as a result of listing in Hong Kong.
We are now a public company in the United States that may incur significant legal,
accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley
Act, as well as rules subsequently implemented by the SEC and the Nasdaq, imposes various
requirements on the corporate governance practices of public companies. These rules and
regulations increase our legal and financial compliance costs and make some corporate
activities more time-consuming and costly. We cannot predict or estimate with any degree of
certainty the amount of additional costs we may incur or the timing of such costs. After we
become a public company listed on the Stock Exchange, we will be subject to laws, rules and
regulations in Hong Kong as well. As a dual-listed company in Hong Kong and the United
States, we will have to comply with laws and regulations on both markets. However, Hong
RISK FACTORS
– 142 –


--- page 153 ---
Kong and the United States have different regulatory regimes governing matters related to
listed companies and in certain cases have fairly different requirements on certain matters. We
will incur additional costs and expenses in complying with the complex regulatory systems on
both markets. Failure to comply with any regulatory requirements could result in material
adverse impact on the trading of our Class A Ordinary Shares or ADSs and reputation and
subject us to administrative penalties.
An active trading market for our Class A Ordinary Shares on the Stock Exchange might
not develop or be sustained and trading prices of the Class A Ordinary Shares might
fluctuate significantly.
Following the completion of the Global Offering, we cannot assure you that an active
trading market for our Class A Ordinary Shares on the Stock Exchange will develop or be
sustained. The trading price or liquidity for our ADSs on the Nasdaq might not be indicative
of those of our Class A Ordinary Shares on the Stock Exchange following the completion of
the Global Offering. If an active trading market of the Class A Ordinary Shares on the Stock
Exchange does not develop or is not sustained after the Global Offering, the market price and
liquidity of our Class A Ordinary Shares could be materially and adversely affected.
In 2014, the Hong Kong, Shanghai, and Shenzhen stock exchanges collaborated to create
an interexchange trading mechanism called Stock Connect that allows international and PRC
investors to trade eligible equity securities listed in each other’s markets through the trading
and clearing facilities of their home exchange. Stock Connect currently covers over 3,000
equity securities trading in the Hong Kong, Shanghai, and Shenzhen markets. Stock Connect
allows PRC investors to trade directly in eligible equity securities listed on the Stock
Exchange, known as Southbound Trading; without Stock Connect, PRC investors would not
otherwise have a direct and established means of engaging in Southbound Trading. In October
2019, the Shanghai and Shenzhen stock exchanges separately announced their amended
implementation rules in connection with Southbound Trading to include shares of WVR
companies to be traded through Stock Connect. However, since these rules are relatively new,
there remains uncertainty as to the implementation details, especially with respect to shares of
those companies with a secondary or dual-primary listing on the Stock Exchange. It is unclear
whether and when our Class A Ordinary Shares of our Company, a WVR company with a
dual-primarily listing in Hong Kong upon the Listing, will be eligible to be traded through
Stock Connect, if at all. The ineligibility or any delay of our Class A Ordinary Shares for
trading through Stock Connect will affect PRC investors’ ability to trade our Class A Ordinary
Shares and therefore may limit the liquidity of the trading of our Class A Ordinary Shares on
the Stock Exchange.
RISK FACTORS
– 143 –


--- page 154 ---
Since there will be a gap of several days between pricing and trading of our Class A
Ordinary Shares, the price of the ADSs traded on the Nasdaq may fall during this period
and could result in a fall in the price of our Class A Ordinary Shares to be traded on the
Stock Exchange.
The Public Offer Price and International Offer Price of our Offer Shares sold in the Global
Offering are expected to be determined on the Price Determination Date. However, our Class
A Ordinary Shares will not commence trading on the Stock Exchange until they are delivered,
which is expected to be a few Business Days after the Price Determination Date. As a result,
investors may not be able to sell or otherwise deal in our Class A Ordinary Shares during that
period. Accordingly, holders of our Class A Ordinary Shares are subject to the risk that the
trading price of our Class A Ordinary Shares could fall when trading commences as a result of
adverse market conditions or other adverse developments that could occur between the Price
Determination Date and the time trading begins. In particular, as our ADSs will continue to be
traded on the Nasdaq and their price can be volatile, any fall in the price of the ADSs may result
in a fall in the price of our Class A Ordinary Shares to be traded on the Stock Exchange.
The characteristics of the U.S. capital markets and the Hong Kong capital markets are
different.
Upon the Listing, we will be subject to the Stock Exchange and the Nasdaq listing and
regulatory requirements concurrently. The Nasdaq and the Stock Exchange have different
trading hours, trading characteristics (including trading volume and liquidity), trading and
listing rules, and investor bases (including different levels of retail and institutional
participation). As a result of these differences, the trading prices of our Class A Ordinary
Shares and the ADSs representing them might not be the same, even allowing for currency
differences. Fluctuations in the price of the ADSs due to circumstances peculiar to its home
capital market could materially and adversely affect the price of our Class A Ordinary Shares.
Because of the different characteristics of the U.S. and Hong Kong equity markets, the historic
market prices of our ADSs may not be indicative of the performance of our securities,
including our Class A Ordinary Shares, after the Global Offering.
The deposit of our Class A Ordinary Shares for delivery of ADSs and the surrender of
ADSs for cancellation and withdrawal of our Class A Ordinary Shares may adversely
affect the liquidity or trading price of our securities.
The ADSs are currently traded on the Nasdaq. Subject to compliance with U.S. securities
laws and the terms of the Deposit Agreement, holders of our Class A Ordinary Shares may
deposit Class A Ordinary Shares with the Depositary for delivery of ADSs. Any holder of ADSs
may also withdraw the underlying Class A Ordinary Shares represented by the ADSs pursuant
to the terms of the Deposit Agreement for trading on the Stock Exchange. In the event that a
substantial number of Class A Ordinary Shares are deposited with the Depositary for delivery
of ADSs or that a substantial number of ADSs are surrendered for cancellation and withdrawal
of our Class A Ordinary Shares, the liquidity and trading price of our Class A Ordinary Shares
on the Stock Exchange and the ADSs on the Nasdaq may be adversely affected.
RISK FACTORS
– 144 –


--- page 155 ---
The time required for the exchange between our Class A Ordinary Shares and the ADSs
might be longer than expected and investors might not be able to settle or effect any sale
of their securities during this period, and the exchange of our Class A Ordinary Shares
into ADSs involves costs.
There is no direct trading or settlement between the Nasdaq and the Stock Exchange on
which our ADSs and Class A Ordinary Shares are respectively traded. In addition, the time
differences between Hong Kong and New Y ork, unforeseen market circumstances, or other
factors may delay the deposit of the Class A Ordinary Shares for delivery of the ADSs or the
surrender of ADSs for cancellation and withdrawal of our Class A Ordinary Shares. Investors
will be prevented from settling or effecting the sale of their securities during such periods of
delay. In addition, we cannot assure you that any deposit of our Class A Ordinary Shares for
delivery of ADSs or surrender of ADSs for cancellation and withdrawal of our Class A
Ordinary Shares will be completed in accordance with the timelines that investors may
anticipate.
Furthermore, the Depositary for the ADSs is entitled to charge the ADS holders fees for
various services including for the issuance of our ADSs upon deposit of Class A Ordinary
Shares, cancellation of ADSs, distributions of cash dividends or other cash distributions,
distributions of ADSs pursuant to share dividends or other free share distributions,
distributions of securities other than ADSs, and annual service fees. As a result, Shareholders
who deposit Class A Ordinary Shares for delivery of ADSs or surrender ADSs for cancellation
and withdrawal of our Class A Ordinary Shares may not achieve the level of economic return
they may anticipate.
There is uncertainty as to whether Hong Kong stamp duty will apply to the trading or
conversion of our ADSs following the Hong Kong Public Offering and Listing of our Class
A Ordinary Shares on the Stock Exchange.
In connection with the Hong Kong Public Offering and the Listing, we will establish a
branch register of members in Hong Kong, or the Hong Kong Share Register. Our Class A
Ordinary Shares that are traded on the Stock Exchange, including those that may be converted
from our ADSs, will be registered on the Hong Kong Share Register, and the trading of these
Class A Ordinary Shares on the Stock Exchange will be subject to the Hong Kong stamp duty.
To facilitate the conversion of our ADS and Class A Ordinary Share and trading between the
Nasdaq and the Stock Exchange, we also intend to move a portion of our issued Class A
Ordinary Shares from our register of members maintained in the Cayman Islands to our Hong
Kong Share Register.
RISK FACTORS
– 145 –


--- page 156 ---
Under the Hong Kong Stamp Duty Ordinance, any person who effects any sale or
purchase of Hong Kong stock, defined as stock the transfer of which is required to be registered
in Hong Kong, is required to pay Hong Kong stamp duty. The stamp duty is currently set at
a total rate of 0.26% of the greater of the consideration for, or the value of, shares transferred,
with 0.13% payable by each of the buyer and the seller. See “Information about This Prospectus
and the Global Offering — Dealings and Settlement of Class A Ordinary Shares in Hong
Kong.”
To the best of our knowledge, Hong Kong stamp duty has not been levied in practice on
the trading or conversion of ADSs of companies that are listed in both the United States and
Hong Kong and that have maintained all or a portion of their shares, including underlying
shares represented by ADSs, in their Hong Kong share registers. However, it is unclear
whether, as a matter of Hong Kong law, the trading or conversion of ADSs of these dual-listed
companies constitutes a sale or purchase of the underlying Hong Kong-registered shares that
is subject to Hong Kong stamp duty. We advise investors to consult their own tax advisors on
this matter. If Hong Kong stamp duty is determined by the competent authority to apply to the
trading or conversion of our ADSs, the trading price and the value of your investment in our
Class A Ordinary Shares and/or ADSs may be affected.
We may be subject to securities litigation, which is expensive and could divert
management attention.
Companies that have experienced volatility in the volume and market price of their shares
have been subject to an increased incidence of securities class action litigation. We may be the
target of this type of litigation in the future. Securities litigation against us could result in
substantial costs and divert our management’s attention from other business concerns, and, if
adversely determined, could have a material adverse effect on our business, financial condition
and results of operations.
Purchasers of our Class A Ordinary Shares will incur immediate and significant dilution
and may experience further dilution if we issue additional shares or other equity
securities in the future, including pursuant to the share incentive schemes.
The Public Offer Price and International Offer Price of the Offer Shares are higher than
the net tangible asset value per Class A Ordinary Share immediately prior to the Global
Offering. Therefore, purchasers of the Offer Shares in the Global Offering will experience an
immediate dilution in pro forma net tangible asset value. In order to expand our business, we
may consider offering and issuing additional shares or other equity securities in the future.
Purchasers of the Offer Shares may experience dilution in the net tangible asset value per share
of their Class A Ordinary Shares if we issue additional shares or other equity securities in the
future at a price which is lower than the net tangible asset value per Class A Ordinary Share
at that time. Furthermore, we may issue Ordinary Shares pursuant to the share incentive
schemes, which would further dilute Shareholders’ interests in our Company.
RISK FACTORS
– 146 –


--- page 157 ---
Forward-looking information in this prospectus may be proved inaccurate.
This prospectus contains certain forward-looking statements and information relating to
us that is based on our management’s belief and assumptions. The words “anticipate,”
“believe,” “expect,” “going forward” and similar expressions, as they relate to us or our
management, are intended to identify forward-looking statements. Such statements reflect our
management’s current views with respect to future events and are subject to certain risks,
uncertainties and assumptions, including the risk factors described herein. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
our financial condition may be adversely affected and may vary materially from those
described herein as anticipated, believed, estimated or expected. Y ou are strongly cautioned
that reliance on any forward looking statements involves known or unknown risks and
uncertainties. Subject to the requirements of the Listing Rules, we do not intend to publicly
update or otherwise revise the forward-looking statements in this prospectus, whether as a
result of new information, future events or otherwise. As a result of these and other risks,
uncertainties and assumptions, the forward-looking events and circumstances discussed herein
might not occur in the way we expect, or at all. In all cases, you should consider carefully how
much weight or importance you should attach to, or place on, such facts or statistics.
We cannot guarantee the accuracy of facts, forecasts and other statistics obtained from
official governmental sources contained in this prospectus.
Certain facts, statistics and data contained in this prospectus relating to China, Hong
Kong, the autonomous driving industry have been derived from various official government
publications we generally believe to be reliable. We have taken reasonable care in the
reproduction or extraction of the official government publications for the purpose of disclosure
in this prospectus and have no reason to believe that such information is false or misleading
or that any fact has been omitted that would render such information false or misleading.
However, we cannot guarantee the quality or reliability of such source materials. They have not
been prepared or independently verified by us, the Joint Sponsors, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters
or any of their respective affiliates or advisors and, therefore, we make no representation as to
the accuracy of such statistics, which may not be consistent with other information compiled
within or outside China and Hong Kong. Due to possibly flawed or ineffective collection
methods or discrepancies between published information and market practice, such statistics in
this prospectus may be inaccurate or may not be comparable to statistics produced with respect
to other economies. Furthermore, we cannot assure you that they are stated or compiled on the
same basis or with the same degree of accuracy as the case may be in other jurisdictions. In
all cases, you should give due consideration as to how much weight or importance they should
attach to or place on such facts.
RISK FACTORS
– 147 –


--- page 158 ---
Y ou should read the entire prospectus carefully, and we strongly caution you not to place
any reliance on any information contained in press articles and/or other media regarding
us, our business, our industry or the Global Offering.
There may have been, prior to the publication of this prospectus, and there may be
subsequent to the date of this prospectus but prior to the completion of the Global Offering,
press and/or media regarding us, our business, our industries and the Global Offering. None of
us, the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Underwriters or any other person involved in the Global Offering has authorized
the disclosure of information about the Global Offering in any press or media and none of these
parties accepts any responsibility for the accuracy or completeness of any such information or
the fairness or appropriateness of any forecasts, views or opinions expressed by the press
and/or other media regarding the Class A Ordinary Shares, the Global Offering, our business,
our industry or us. We make no representation as to the appropriateness, accuracy,
completeness or reliability of any such information, forecasts, views or opinions expressed in
any such publications. To the extent that such statements, forecasts, views or opinions are
inconsistent or conflict with the information contained in this prospectus, we disclaim them.
Accordingly, you are cautioned to make your investment decisions on the basis of the
information contained in this prospectus only and should not rely on any other information.
RISK FACTORS
– 148 –


--- page 159 ---
In preparation for the Listing, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules and exemption from strict
compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
Rule Subject matter
Rule 8.12 of the Listing Rules Management Presence in Hong Kong
Rules 3.28 and 8.17 of the Listing Rules Appointment of Joint Company Secretary
Rule 8A.06 of the Listing Rules Market Capitalization of Issuers with WVR
Structures
Rule 8A.44 of, and Appendix A1 to, the
Listing Rules
Requirements Relating to the Articles of
Association
Rule 9.09(b) of the Listing Rules Dealings in Shares before the Listing
Rule 10.04 of, and paragraph 1C(2) of
Appendix F1 to, the Listing Rules
Subscription for Shares by Existing
Shareholders
Chapter 14A of the Listing Rules Continuing Connected Transaction
Rule 17.02(1)(b) of, and paragraph 27 of
Appendix D1A to, the Listing Rules, and
paragraph 10(d) of Part I of the Third
Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance
Disclosure Requirements in Relation to the
2018 Share Plan
Paragraph 15(2)(c) of Appendix D1A to the
Listing Rules
Disclosure of Offer Price
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, an issuer must have a sufficient management
presence in Hong Kong. This normally means that at least two of its executive directors must
be ordinarily resident in Hong Kong.
The headquarters, senior management, and business operations of our Group are primarily
based and conducted outside Hong Kong. As our executive Directors and senior management
play very important roles in our business operations, we consider that it is in the best interest
of our Company for them to be based in the place where our Group has significant operations.
As such, our Company does not, and will not for the foreseeable future, have a sufficient
management presence in Hong Kong for the purpose of satisfying the requirement under Rule
8.12 of the Listing Rules.
W AIVERS AND EXEMPTION
– 149 –


--- page 160 ---
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with the requirement under Rule 8.12 of the Listing
Rules. We will ensure that there is an effective channel of communication between us and the
Stock Exchange by way of the following arrangements:
(a) we have appointed Dr. Han and Ms. Anne Y u ( Яτ֋), or Ms. Y u, our joint company
secretary, as our authorized representatives pursuant to Rule 3.05 of the Listing
Rules. Our authorized representatives will act as our principal channel of
communication with the Stock Exchange. They will be readily contactable by phone,
email, and/or facsimile to promptly deal with enquiries from the Stock Exchange,
and will also be available to meet with the Stock Exchange to discuss any matter
within a reasonable period of time upon request of the Stock Exchange;
(b) when the Stock Exchange wishes to contact our Directors on any matter, our
authorized representatives will have all necessary means to contact all of our
Directors (including our independent non-executive Directors) promptly at all times.
Our Company will also inform the Stock Exchange promptly in respect of any
change in our authorized representatives. We have provided the Stock Exchange
with the contact details of all Directors to facilitate communication with the Stock
Exchange;
(c) all Directors who do not ordinarily reside in Hong Kong possess or can apply for
valid travel documents to visit Hong Kong and can meet with the Stock Exchange
within a reasonable period upon request of the Stock Exchange;
(d) we have appointed Rainbow Capital (HK) Limited as our Compliance Advisor upon
the Listing on a permanent basis pursuant to Rules 3A.19 and 8A.33 of the Listing
Rules. The Compliance Advisor will have access at all times to our authorized
representatives, Directors and senior management, and will act as an additional
channel of communication with the Stock Exchange when our authorized
representatives are not available; and
(e) we have provided the Stock Exchange with the names, mobile phone numbers, office
phone numbers, facsimile numbers and email addresses of at least two of the
Compliance Advisor’s officers who will act as our Compliance Advisor’s contact
persons between the Stock Exchange and our Company.
APPOINTMENT OF JOINT COMPANY SECRETARY
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary of an issuer
must be an individual who, by virtue of his or her academic or professional qualifications or
relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the
functions of company secretary.
W AIVERS AND EXEMPTION
– 150 –


--- page 161 ---
Note 1 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange
considers the following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159
of the Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock
Exchange will consider in assessing an individual’s “relevant experience”:
(a) length of employment with the issuer and other issuers and the roles he or she
played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
All our Directors and senior management who are familiar with our activities and have
extensive experience in board and corporate management matters presently do not possess any
of the qualifications under Rule 3.28 of the Listing Rules, and may not be able to solely fulfill
the requirements of the Listing Rules.
We propose to appoint Ms. Liang Wang (ڥor Ms. Wang, and Ms. Y u as our joint
company secretaries. Although Ms. Wang does not possess the qualifications under Rule 3.28
of the Listing Rules, we would like to appoint her as a joint company secretary due to her
experience in legal and compliance and corporate governance matters and her familiarity with
our business operations and internal management.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17
of the Listing Rules in relation to the appointment of Ms. Wang as our joint company secretary.
Pursuant to paragraphs 13 and 15 of Chapter 3.10 of the Guide, the waiver will be for a
three-year period from the Listing Date (the “ Waiver Period ”) and on the following
conditions: (i) the proposed company secretary must be assisted by a person who possesses the
qualifications or experience as required under Rule 3.28 of the Listing Rules (the “ Qualified
Person ”) and is appointed as a joint company secretary throughout the Waiver Period, and (ii)
the waiver will be revoked if there are material breaches of the Listing Rules by the issuer.
W AIVERS AND EXEMPTION
– 151 –


--- page 162 ---
We have appointed Ms. Y u, an associate of The Hong Kong Chartered Governance
Institute, who is a Qualified Person, as a joint company secretary to provide assistance to Ms.
Wang during the Waiver Period so as to enable Ms. Wang to acquire the relevant experience
as required under Note 2 to Rule 3.28 of the Listing Rules to duly discharge her duties. Given
Ms. Y u’s professional qualifications and experience, she will be able to explain to both Ms.
Wang and our Company the relevant requirements under the Listing Rules. Ms. Y u will also
assist Ms. Wang in organizing Board meetings and Shareholders’ meetings as well as other
matters which are incidental to the duties of a company secretary. She is expected to work
closely with Ms. Wang, and will maintain regular contact with Ms. Wang, our Directors, and
senior management. In addition, Ms. Wang will comply with the annual professional training
requirement under Rule 3.29 of the Listing Rules and will enhance her knowledge of the
Listing Rules during the Waiver Period. Ms. Wang will also be assisted by (i) the Compliance
Advisor, particularly in relation to compliance with the Listing Rules, and (ii) the Hong Kong
legal advisor of our Company on matters concerning our Company’s ongoing compliance with
the Listing Rules and the applicable laws and regulations. The waiver will be revoked with
immediate effect if Ms. Y u ceases to provide assistance to Ms. Wang during the Waiver Period
or there are material breaches of the Listing Rules by our Company. If Ms. Y u ceases to be a
joint company secretary before the end of the Waiver Period, our Company will seek another
waiver from the Stock Exchange in relation to appointing another Qualified Person as a
replacement.
We will liaise with the Stock Exchange before the end of the Waiver Period to enable it
to assess whether Ms. Wang, having had the benefit of Ms. Y u’s and, if applicable, another
Qualified Person’s assistance for three years, has acquired relevant experience within the
meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
See “Directors and Senior Management” for further information regarding the
qualifications and experience of Ms. Wang and Ms. Y u.
MARKET CAPITALIZATION OF ISSUERS WITH WVR STRUCTURES
Pursuant to Rule 8A.06 of the Listing Rules, a new applicant seeking a listing with a
WVR structure must satisfy one of the following: (1) a market capitalization of at least HK$40
billion at the time of listing, or (2) a market capitalization of at least HK$10 billion at the time
of listing and revenue of at least HK$1 billion for the most recent audited financial year.
Our Company has a WVR structure. For details of our WVR structure and WVR
beneficiaries, see “Share Capital — WVR Structure.”
As a technology company listed on the Nasdaq, the trading price of our ADSs is subject
to higher market volatility, primarily driven by macroeconomic conditions and geopolitical
tensions beyond our control. Following the submission of our listing application on February
13, 2025, our Company has satisfied the market capitalization requirement under Rule
8A.06(1) of the Listing Rules. In particular, during the period from February 14 to February
28, 2025, the market capitalization of our Company remained above the HK$40 billion
W AIVERS AND EXEMPTION
– 152 –


--- page 163 ---
threshold, and at its peak, reached over HK$86 billion on February 18, 2025. In addition, for
the period from January 23 to March 20, 2025, the average market capitalization of our
Company over any 20 consecutive trading days was above HK$40 billion, calculated using the
closing price of our ADSs and our outstanding Shares as of each trading day during this period.
Nevertheless, given the macroeconomic conditions and geopolitical tensions, it is difficult to
predict future movements in the trading price of our ADSs and impractical for our Company
to determine with certainty whether our market capitalization will exceed the HK$40 billion
threshold at the time of the Listing.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with the requirement under Rule 8A.06 of the
Listing Rules.
REQUIREMENTS RELATING TO THE ARTICLES OF ASSOCIATION
Appendix A1 to the Listing Rules sets out the core shareholder protection standards that
the articles of association or equivalent document of the issuer must conform with.
Pursuant to Rule 8A.44 of the Listing Rules, issuers with WVR structures must give force
to the requirements of Rules 8A.07, 8A.09, 8A.10, 8A.13, 8A.14, 8A.15, 8A.16, 8A.17, 8A.18,
8A.19, 8A.21, 8A.22, 8A.23, 8A.24, 8A.26, 8A.27, 8A.28, 8A.29, 8A.30, 8A.31, 8A.32, 8A.33,
8A.34, 8A.35, 8A.37, 8A.38, 8A.39, 8A.40 and 8A.41 by incorporating them into their articles
of association or equivalent document (together with the requirements under Appendix A1 to
the Listing Rules, the Listing Rules Articles Requirements).
The Articles of Association do not comply with some of the Listing Rules Articles
Requirements, namely (i) paragraphs 4(2), 4(3), 14(1), 14(2), 14(3), 14(4), 14(5), 15, 16, 17,
18, 19, 20, and 21 of Appendix A1 to the Listing Rules, and (ii) Rules 8A.07, 8A.09, 8A.10,
8A.13, 8A.14, 8A.15, 8A.16, 8A.17, 8A.18, 8A.19, 8A.22, 8A.23, 8A.24, 8A.26, 8A.27, 8A.28,
8A.29, 8A.30, 8A.31, 8A.32, 8A.33, 8A.34, 8A.35, 8A.37, 8A.38, 8A.39, 8A.40, and 8A.41 of
the Listing Rules (collectively, the Unmet Listing Rules Articles Requirements).
W AIVERS AND EXEMPTION
– 153 –


--- page 164 ---
Our Company will amend the Articles of Association to incorporate the following Unmet
Listing Rules Articles Requirements:
Class-based Resolutions
(1) The articles of association shall stipulate that a super-majority vote (at least three-fourths
of the voting rights of the members holding shares in that class present and voting in
person or by proxy at a separate general meeting of members of the class where the
quorum for such meeting shall be holders of at least one third of the issued shares
(excluding treasury shares) of the class) of the issuer’s members of the class to which the
rights are attached shall be required to approve a change to those rights (paragraph 15 of
Appendix A1 to the Listing Rules);
(2) A class of shares conferring weighted voting rights in a listed issuer must not entitle the
beneficiary to more than ten times the voting power of ordinary shares, on any resolution
tabled at the issuer’s general meetings (Rule 8A.10 of the Listing Rules);
(3) Non-WVR shareholders must be entitled to cast at least 10% of the votes that are eligible
to be cast on resolutions at the listed issuer’s general meetings (Rule 8A.09 of the Listing
Rules) and a listed issuer must not increase the proportion of shares that carry weighted
voting rights above the proportion in issue at the time of listing (Rule 8A.13 of the Listing
Rules);
(4) A listed issuer with a WVR structure may only allot, issue or grant shares carrying
weighted voting rights with the prior approval of the Stock Exchange and pursuant to (1)
an offer made to all the issuer’s shareholders pro rata (apart from fractional entitlements)
to their existing holdings; (2) a pro rata issue of securities to all the issuer’s shareholders
by way of scrip dividends; or (3) pursuant to a stock split or other capital reorganization
provided that the Stock Exchange is satisfied that the proposed allotment or issuance will
not result in an increase in the proportion of shares carrying weighted voting rights (Rule
8A.14 of the Listing Rules):
(i) if, under a pro rata offer, beneficiaries of weighted voting rights do not take up any
part of the shares carrying weighted voting rights (or rights to those shares) offered
to them, those shares (or rights) not taken up could only be transferred to another
person on the basis that such transferred rights will only entitle the transferee to an
equivalent number of ordinary shares (Note 1 to Rule 8A.14 of the Listing Rules);
(ii) to the extent that rights in a listed issuer’s shares not carrying weighted voting rights
in a pro rata offer are not taken up in their entirety (e.g. in the case where the pro
rata offering is not fully underwritten), the number of the listed issuer’s shares
carrying weighted voting rights that can be allotted, issued or granted must be
reduced proportionately (Note 2 to Rule 8A.14 of the Listing Rules); and
(iii) where necessary, beneficiaries of weighted voting rights must use their best
endeavors to enable the issuer to comply with Rule 8A.14 (Note 3 to Rule 8A.14 of
the Listing Rules);
W AIVERS AND EXEMPTION
– 154 –


--- page 165 ---
(5) If a listed issuer with a WVR structure reduces the number of its shares in issue (after
deducting treasury shares) (e.g. through a purchase of its own shares) the beneficiaries of
weighted voting rights must reduce their weighted voting rights in the issuer
proportionately (for example through conversion of a proportion of their shareholding
with those rights into shares without those rights), if the reduction in the number of shares
in issue (after deducting treasury shares) would otherwise result in an increase in the
proportion of the listed issuer’s shares that carry weighted voting rights (Rule 8A.15 of
the Listing Rules);
(6) After listing, a listed issuer with a WVR structure must not change the terms of a class
of its shares carrying weighted voting rights to increase the weighted voting rights
attached to that class (Rule 8A.16 of the Listing Rules);
(7) The following requirements regarding the Class B Ordinary Shares under the Listing
Rules:
(i) the beneficiary’s weighted voting rights in a listed issuer must cease if, at any time
after listing, the beneficiary is: (1) deceased; (2) no longer a member of the issuer’s
board of directors; (3) deemed by the Stock Exchange to be incapacitated for the
purpose of performing his or her duties as a director; or (4) deemed by the Stock
Exchange to no longer meet the requirements of a director set out in the Listing
Rules (Rule 8A.17 of the Listing Rules). The Stock Exchange would deem a
beneficiary of weighted voting rights to no longer meet the requirements of a
director if, for the following reasons, the Stock Exchange believed the person no
longer has the character and integrity commensurate with the position:
(a) the beneficiary is or has been convicted of an offence involving a finding that
the beneficiary acted fraudulently or dishonestly;
(b) a disqualification order is made by a court or tribunal of competent jurisdiction
against the beneficiary; or
(c) the beneficiary is found by the Stock Exchange to have failed to comply with
the requirement of Rules 8A.15, 8A.18 or 8A.24 of the Listing Rules (Note 1
to Rule 8A.17 of the Listing Rules);
(ii) The dealing restrictions of Rule 10.06(2), the issue restrictions of Rule 10.06(3) and
the director dealing restrictions under Appendix 10 do not apply where the dealing
or issue is solely to facilitate the conversion of shares carrying weighted voting
rights into ordinary shares to comply with Rule 8A.17 (Note 2 to Rule 8A.17 of the
Listing Rules);
W AIVERS AND EXEMPTION
– 155 –


--- page 166 ---
(iii) the weighted voting rights attached to a beneficiary’s shares must cease upon
transfer to another person of the beneficial ownership of, or economic interest in,
those shares or the control over the voting rights attached to them (through voting
proxies or otherwise) (Rule 8A.18(1) of the Listing Rules) but a limited partnership,
trust, private company or other vehicle may hold shares carrying weighted voting
rights on behalf of a beneficiary of weighted voting rights provided that such an
arrangement does not result in a circumvention of Rule 8A.18(1) of the Listing
Rules (Rule 8A.18(2) of the Listing Rules). The Stock Exchange would not consider
a lien, pledge, charge or other encumbrance on shares carrying weighted voting
rights to be a transfer for the purpose of Rule 8A.18 of the Listing Rules on
condition that this does not result in the transfer of legal title to or beneficial
ownership of those shares or the voting rights attached to them (through voting
proxies or otherwise) (Note 1 to Rule 8A.18 of the Listing Rules) and the Stock
Exchange would consider a transfer to have occurred under Rule 8A.18 if a
beneficiary of weighted voting rights and a non-WVR shareholder(s) enter into any
arrangement or understanding to the extent that this resulted in a transfer of
weighted voting rights from the beneficiary of those weighted voting rights to the
non-WVR shareholder (Note 2 to Rule 8A.18 of the Listing Rules); and
(iv) if a vehicle holding shares carrying weighted voting rights in a listed issuer on
behalf of a beneficiary no longer complies with Rule 8A.18(2) of the Listing Rules,
the beneficiary’s weighted voting rights in the listed issuer must cease. The issuer
and beneficiary must notify the Stock Exchange as soon as practicable with details
of the non-compliance (Rule 8A.19 of the Listing Rules);
(8) A listed issuer’s WVR structure must cease when none of the beneficiaries of the
weighted voting rights at the time of the issuer’s initial listing have beneficial ownership
of shares carrying weighted voting rights (Rule 8A.22 of the Listing Rules);
(9) Any weighted voting rights attached to any class of shares in a listed issuer must be
disregarded and must not entitle the beneficiary to more than one vote per share on any
resolution to approve the following matters: (1) changes to the listed issuer’s
constitutional documents, however framed; (2) variation of rights attached to any class of
shares; (3) the appointment or removal of an independent non-executive director; (4) the
appointment or removal of auditors; and (5) the voluntary winding-up of the listed issuer
(Rule 8A.24 of the Listing Rules);
Non-class-based Resolutions
(10) The articles of association shall stipulate that any person appointed by the directors to fill
a casual vacancy on or as an addition to the board shall hold office only until the first
annual general meeting of the issuer after his appointment, and shall then be eligible for
re-election (paragraph 4(2) of Appendix A1 to the Listing Rules);
W AIVERS AND EXEMPTION
– 156 –


--- page 167 ---
(11) The articles of association shall stipulate that, where not otherwise provided by law,
members in general meeting shall have the power by ordinary resolution to remove any
director (including a managing or other executive director, but without prejudice to any
claim for damages under any contract) before the expiration of his term of office
(paragraph 4(3) of Appendix A1 to the Listing Rules);
(12) The articles of association shall require the issuer to hold a general meeting for each
financial year as its annual general meeting (paragraph 14(1) of Appendix A1 to the
Listing Rules);
(13) The articles of association shall require the issuer to give its members reasonable written
notice of its general meetings, which normally means at least 21 days for an annual
general meeting and at least 14 days for other general meetings (paragraph 14(2) of
Appendix A1 to the Listing Rules);
(14) The articles of association shall stipulate that members must have the right to (i) speak
at a general meeting; and (ii) vote at a general meeting except where a member is
required, by the Listing Rules, to abstain from voting to approve the matter under
consideration (paragraph 14(3) of Appendix A1 to the Listing Rules);
(15) The articles of association shall provide that, where any shareholder is, under the Listing
Rules, required to abstain from voting on any particular resolution or restricted to voting
only for or only against any particular resolution, any votes cast by or on behalf of such
shareholder in contravention of such requirement or restriction shall not be counted
(paragraph 14(4) of Appendix A1 to the Listing Rules);
(16) The articles of association shall stipulate that members holding a minority stake in the
total number of issued shares (excluding treasury shares) must be able to convene an
extraordinary general meeting and add resolutions to a meeting agenda. The minimum
stake required to do so must not be higher than 10% of the voting rights, on a one vote
per share basis, in the share capital (excluding treasury shares) of the issuer (paragraph
14(5) of Appendix A1 to the Listing Rules);
(17) The articles of association shall stipulate that a super-majority vote (at least three-fourths
of the total voting rights of the members present and voting in person or by proxy in a
general meeting) of the issuer’s members in a general meeting shall be required to
approve changes to the issuer’s constitutional documents, however framed (paragraph 16
of Appendix A1 to the Listing Rules);
(18) The articles of association shall stipulate that the appointment, removal and remuneration
of auditors must be approved by a majority of the issuer’s members or other body that is
independent of the board of directors (paragraph 17 of Appendix A1 to the Listing Rules);
W AIVERS AND EXEMPTION
– 157 –


--- page 168 ---
(19) The articles of association shall stipulate that every member shall be entitled to appoint
a proxy who needs not necessarily be a member of the issuer and that every shareholder
being a corporation shall be entitled to appoint a representative to attend and vote at any
general meeting of the issuer and, where a corporation is so represented, it shall be treated
as being present at any meeting in person. A corporation may execute a form of proxy
under the hand of a duly authorized officer (paragraph 18 of Appendix A1 to the Listing
Rules);
(20) The articles of association shall stipulate that HKSCC must be entitled to appoint proxies
or corporate representatives to attend the issuer’s general meetings and creditors meetings
and those proxies or corporate representatives must enjoy rights equivalent to the rights
of other shareholders, including the right to speak and vote (paragraph 19 of Appendix A1
to the Listing Rules);
(21) The articles of association shall provide for the branch register of members in Hong Kong
to be open for inspection by members but the issuer may be permitted to close the register
on terms equivalent to section 632 of the Companies Ordinance (paragraph 20 of
Appendix A1 to the Listing Rules);
(22) The articles of association shall stipulate that a super-majority vote (at least three-fourths
of the total voting rights of the members present and voting in person or by proxy at the
general meeting) of the issuer’s members in a general meeting shall be required to
approve a voluntary winding up of an issuer (paragraph 21 of Appendix A1 to the Listing
Rules);
(23) Non-WVR shareholders must be able to convene an extraordinary general meeting and
add resolutions to the meeting agenda. The minimum stake required to do so must not be
higher than 10% of the voting rights on a one vote per share basis in the share capital of
the listed issuer (Rule 8A.23 of the Listing Rules);
(24) The role of an independent non-executive director of a listed issuer with a WVR structure
must include but is not limited to the functions described in code provisions C.1.2, C.1.6
and C.1.7 in Part 2 of the Corporate Governance Code (Rule 8A.26 of the Listing Rules);
(25) Issuers with a WVR structure must establish a nomination committee that complies with
Section B.3 in Part 2 of the Corporate Governance Code (Rule 8A.27 of the Listing
Rules);
(26) The nomination committee established under Rule 8A.27 of the Listing Rules must be
chaired by an independent non-executive director and comprising a majority of
independent non-executive directors (Rule 8A.28 of the Listing Rules);
W AIVERS AND EXEMPTION
– 158 –


--- page 169 ---
(27) 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. Independent non-
executive directors are eligible for re-appointment at the end of the three year term (Rule
8A.29 of the Listing Rules);
(28) An issuer with a WVR structure must establish a corporate governance committee with
at least the terms of reference set out in code provision A.2.1 in Part 2 of the Corporate
Governance Code, and the following additional terms:
(i) to review and monitor whether the listed issuer is operated and managed for the
benefit of all its shareholders;
(ii) to confirm, on an annual basis, that the beneficiaries of weighted voting rights have
been members of the listed issuer’s board of directors throughout the year and that
no matters under Rule 8A.17 of the Listing Rules have occurred during the relevant
financial year;
(iii) to confirm, on an annual basis, whether or not the beneficiaries of weighted voting
rights have complied with Rules 8A.14, 8A.15, 8A.18, and 8A.24 of the Listing
Rules throughout the year;
(iv) to review and monitor the management of conflict of interests and make a
recommendation to the board on any matter where there is a potential conflict of
interest between the issuer, a subsidiary of the issuer and/or shareholders of the
issuer (considered as a group) on one hand and any beneficiary of weighted voting
rights on the other;
(v) to review and monitor all risks related to the issuer’s WVR structure, including
connected transactions between the issuer and/or a subsidiary of the issuer on one
hand and any beneficiary of weighted voting rights on the other and make a
recommendation to the board on any such transaction;
(vi) to make a recommendation to the board as to the appointment or removal of the
compliance adviser;
(vii) to seek to ensure effective and ongoing communication between the issuer and its
shareholders, particularly with regards to the requirements of Rule 8A.35 of the
Listing Rules;
(viii) to report on the work of the corporate governance committee on at least a half-yearly
and annual basis covering all areas of its terms of reference; and
(ix) to disclose, on a comply or explain basis, its recommendations to the board in
respect of the matters in sub-paragraphs (iv) to (vi) above in the report referred to
in sub-paragraph (viii) above (Rule 8A.30 of the Listing Rules);
W AIVERS AND EXEMPTION
– 159 –


--- page 170 ---
(29) The corporate governance committee must be comprised entirely of independent
non-executive directors, one of whom must act as the chairman (Rule 8A.31 of the Listing
Rules);
(30) The corporate governance report produced by a listed issuer with a WVR structure to
comply with the Corporate Governance Code must include a summary of the work of the
corporate governance committee, with regards to its terms of reference, for the accounting
period covered by both the half-yearly and annual report and disclose any significant
subsequent events for the period up to the date of publication of the half-yearly and
annual report, to the extent possible (Rule 8A.32 of the Listing Rules);
(31) Rule 3A.19 of the Listing Rules is modified to require an issuer with a WVR structure to
appoint a compliance adviser on a permanent basis commencing on the date of the issuer’s
initial listing (Rule 8A.33 of the Listing Rules);
(32) An issuer must consult with and, if necessary, seek advice from its compliance adviser,
on a timely and ongoing basis in the circumstances set out in Rule 3A.23 of the Listing
Rules and also on any matters related to: (1) the WVR structure; (2) transactions in which
any beneficiary of weighted voting rights in the issuer has an interest; and (3) where there
is a potential conflict of interest between the issuer, a subsidiary of the issuer and/or
shareholders of the issuer (considered as a group) on one hand and any beneficiary of
weighted voting rights in the issuer on the other (Rules 8A.34 and 3A.23 of the Listing
Rules);
(33) An issuer with a WVR structure must comply with Section F “Shareholders Engagement”
in Part 2 of the Corporate Governance Code (Rule 8A.35 of the Listing Rules);
(34) An issuer with a WVR structure must include the warning “A company controlled through
weighted voting rights” on the front page of all listing documents, periodic financial
reports, circulars, notifications and announcements required by the Listing Rules and
describe the WVR structure, the issuer’s rationale for having it and the associated risks
for shareholders prominently in its listing documents and periodic financial reports. This
warning statement must inform prospective investors of the potential risks of investing in
an issuer with a WVR structure and that they should make the decision to invest only after
due and careful consideration (Rule 8A.37 of the Listing Rules);
(35) The documents of or evidencing title for the listed equity securities of an issuer with a
WVR structure must prominently include the warning “A company controlled through
weighted voting rights” (Rule 8A.38 of the Listing Rules);
W AIVERS AND EXEMPTION
– 160 –


--- page 171 ---
(36) An issuer with a WVR structure must (i) identify the beneficiaries of weighted voting
rights in its listing documents and in its interim and annual reports (Rule 8A.39 of the
Listing Rules); (ii) disclose the impact of a potential conversion of WVR shares into
ordinary shares on its share capital in its listing documents and in its interim and annual
reports (Rule 8A.40 of the Listing Rules); and (iii) disclose in its listing documents and
in its interim and annual reports all circumstances in which the weighted voting rights
attached to its shares will cease (Rule 8A.41 of the Listing Rules); and
(37) Subject to the requirement of Rule 8A.24 of the Listing Rules, a WVR structure must
attach weighted voting rights only to a class of an issuer’s equity securities and confer on
a beneficiary enhanced voting power on resolutions tabled at the issuer’s general
meetings only. In all other respects, the rights attached to a class of equity securities
conferring weighted voting rights must otherwise be the same as the rights attached to the
issuer’s listed ordinary shares (Rule 8A.07 of the Listing Rules).
To further enhance its shareholder protection measures, our Company will also propose
the following amendments to the Articles of Association:
(1) lowering the quorum of general meeting (which is not a class meeting) from not less
than one-third of all votes attaching to all Shares in issue and present either in
person or by proxy as currently provided for in Article 65 of the Articles of
Association to 10% of voting rights (on a one vote per share basis) in the share
capital of our Company (the Quorum Requirement);
(2) where any general meeting is postponed by the Directors pursuant to Article 71 of
the Articles of Association, requiring such meeting to be postponed to a specific
date, time and place (the GM Postponement Requirement);
(3) requiring any power to be exercised by the Director under Article 9 of the Articles
of Association (including but not limited to the power to authorize the division of
Shares into any number of classes and issue shares with preferred or other rights and
series of preferred shares) to be subject to the Articles of Association, compliance
with the Listing Rules, and the Code on Takeovers and Mergers, and the conditions
that:
(i) no new class of shares with voting rights superior to those of Class A Ordinary
Shares will be created; and
(ii) any variations in the relevant rights as between the different classes will not
result in creating a new class of shares with voting rights superior to those of
Class A Ordinary Shares (the Overriding Compliance Requirement); and
W AIVERS AND EXEMPTION
– 161 –


--- page 172 ---
(4) proposing amendments to the Articles of Association to clarify that:
(i) our Company, Shareholders, Directors and officers agree to submit to the
jurisdiction of the courts of the Cayman Islands and Hong Kong, to the
exclusion of other jurisdictions, to hear, settle and/or determine any dispute,
controversy or claim whether arising out of or in connection with the
Memorandum of Association and the Articles of Association or otherwise (save
for any application or petition to wind up our Company which the courts of the
Cayman Islands shall have exclusive jurisdiction to determine), and
(ii) if a court of the U.S. assumes jurisdiction to hear any proceedings, actions,
claims or complaints that rely on the provisions of the U.S. Exchange Act or
the U.S. Securities Act, then the federal courts of the U.S. shall have exclusive
jurisdiction to hear, settle and/or determine such proceeding, action, claim or
complaint to the exclusion of the state courts (the Forum Selection
Clarification).
Under Article 87(b) of the Articles of Association, for so long as THL and Y anli or their
affiliates remain as Shareholders of our Company, they shall together be entitled to appoint,
remove, and replace at least two Directors by delivering a written notice to our Company. To
comply with Rule 2.03(4) of the Listing Rules, which requires that all holders of listed
securities to be treated fairly and equally, our Company will, at the Post-Listing GM, put forth
a resolution to remove such special rights of THL and Y anli from the Articles of Association
(the Termination of Special Rights, together with the Unmet Listing Rules Articles
Requirements, the Quorum Requirement, the GM Postponement Requirement, the Overriding
Compliance Requirement, and the Forum Selection Clarification, the Unmet Articles
Requirements).
Our Company will seek Shareholders’ approval to incorporate the Unmet Articles
Requirements into the Articles of Association at the Post-Listing GM.
The incorporation of the following Unmet Articles Requirements will require approvals
of holders of Class A Ordinary Shares and holders of Class B Ordinary Shares in separate class
meetings at the Post-Listing GM in accordance with the Articles of Association because these
requirements would vary the rights attached to Class A Ordinary Shares and Class B Ordinary
Shares: (i) paragraph 15 of Appendix A1 to the Listing Rules, and (ii) Rules 8A.09, 8A.13,
8A.14, 8A.15, 8A.16, 8A.17, 8A.18, 8A.19, 8A.22, and 8A.24 of the Listing Rules — a
resolution to incorporate these Unmet Articles Requirements, or the Class-based Resolution,
will need to be approved at the separate class meetings of holders of Class A Ordinary Shares
(the Class A Meeting) and of Class B Ordinary Shares (the Class B Meeting).
W AIVERS AND EXEMPTION
– 162 –


--- page 173 ---
If the Class-based Resolution is approved at both the Class A Meeting and Class B
Meeting, the Shareholders will be asked to vote on the Class-based Resolution and another
special resolution to incorporate into the Articles of Association the Unmet Articles
Requirements not covered by the Class-based Resolutions (the Non-class-based Resolution) at
the full Shareholders’ meeting where all Shareholders may vote as a single class (the Full
Shareholders’ Meeting) as the Class-based Resolution and the Non-class-based Resolution will
alter the Memorandum of Association and the Articles of Association. If the Class-based
Resolution is not approved at any of the Class A Meeting and Class B Meeting, the
Shareholders will only be asked to vote on the Non-class-based Resolution.
Therefore, at the Post-Listing GM, our Company will put forth (i) the Class-based
Resolution at the Class A Meeting and the Class B Meeting and (ii) the Class-based Resolution
(if adopted at the Class A Meeting and the Class B Meeting) and the Non-class-based
Resolution at the Full Shareholders’ Meeting (together, the Amendment Resolutions) to amend
the Articles of Association to comply with the Unmet Articles Requirements.
Our Company has applied for, and the Stock Exchange has granted us, a waiver from
strict compliance with the Unmet Articles Requirements, subject to the following conditions:
(1) our Company irrevocably undertakes to the Stock Exchange to convene the
Post-Listing GM on or before May 6, 2026, at which our Company will put forth (i)
the Class-based Resolution at the Class A Meeting and the Class B Meeting and (ii)
the Class-based Resolution (if adopted at the Class A Meeting and the Class B
Meeting) and the Non-class-based Resolution at the Full Shareholders’ Meeting to
amend the Articles of Association to comply with the Unmet Articles Requirements;
(2) each of our WVR Beneficiaries irrevocably undertakes to our Company to procure
such intermediaries holding the Shares held or controlled by him to be present at the
Post-Listing GM (whether in person or by proxy) and any general meeting and class
meeting after the Listing until all Amendment Resolutions are approved by our
Shareholders, and to vote in favor of the Amendment Resolutions;
(3) if any of the Amendment Resolutions (including the Class-based Resolution) are not
passed at the Post-Listing GM, until they are all approved by our Shareholders, our
Company and each of our Directors irrevocably undertake to the Stock Exchange to
continue to put forth the Amendment Resolutions that have not been passed
(including the Class-based Resolution that has not been passed) at each subsequent
annual general meeting and class meeting, and each of our WVR Beneficiaries
irrevocably undertakes to our Company to continue to procure such intermediaries
holding the Shares held or controlled by him, and Dr. Hua Zhong irrevocably
undertakes, to be present and to vote in person or by proxy in favor of the
Amendment Resolutions at such meeting;
W AIVERS AND EXEMPTION
– 163 –


--- page 174 ---
(4) our Company, each of our WVR Beneficiaries and of our Directors irrevocably
undertake to the Stock Exchange that he or she or it will comply with the Unmet
Listing Rules Articles Requirements, the Termination of Special Rights, the Quorum
Requirement, the GM Postponement Requirement, the Overriding Compliance
Requirement, and the Forum Selection Clarification upon the Listing and before the
Articles of Association are formally amended to incorporate the Unmet Articles
Requirements (the Undertaking for Interim Compliance), except for the following:
(i) paragraph 15 of Appendix A1 to the Listing Rules such that, prior to the
Articles of Association being amended, the threshold for passing any
resolution for the Amendment Resolutions in a separate class meeting will be
approval by holders of at least two-thirds of the issued shares of that class, at
a class meeting, in accordance with Article 18 of the Articles of Association;
(ii) Rules 8A.24(1) and (2) of the Listing Rules such that, prior to the Articles of
Association being amended, weighted voting rights would apply in connection
with passing the Amendment Resolutions; and
(iii) paragraph 16 of Appendix A1 to the Listing Rules such that, prior to the
Articles of Association being amended, the threshold for passing any special
resolution for the Amendment Resolutions will be approval by members
holding not less than two-thirds of the voting rights of those present and voting
in person or by proxy at the general meeting in accordance with Article 158 of
the Articles of Association.
For the avoidance of doubt, the exceptions set out in sub-paragraphs (i) to (iii) above
are only applicable to the passing of the Amendment Resolutions, and our Company
irrevocably undertakes to the Stock Exchange to comply with the requirements
under the Listing Rules for passing any resolution at a separate class meeting and
a general meeting after the Listing (other than the Amendment Resolutions), and if
the Class-based Resolution is not passed at the Post-Listing GM, the Undertaking
for Interim Compliance will remain valid until the Class-based Resolution is passed.
(5) each of our WVR Beneficiaries irrevocably undertakes to our Company that (i) he
will procure our Company to give effect to the Undertaking for Interim Compliance
upon the Listing and before the Articles of Association are formally amended, and
(ii) he will procure the intermediary(ies) holding Class B Ordinary Shares held or
controlled by him to deliver a written conversion notice to our Company that all of
the Class B Ordinary Shares it/they hold(s) shall be converted to Class A Ordinary
Shares on a one-to-one basis immediately upon the occurrence of any of the events
set out in Rule 8A.17 of the Listing Rules or upon any voluntary or involuntary
transfer of the beneficial ownership of, or economic interest in, or change of control
over the voting rights attached to the Class B Ordinary Shares (e.g. upon or as a
result of death of such WVR Beneficiary or foreclosure of share pledge) after the
Listing and before the Articles of Association are formally amended (the WVR
W AIVERS AND EXEMPTION
– 164 –


--- page 175 ---
Beneficiaries’ Articles Undertaking). The WVR Beneficiaries’ Articles Undertaking
shall automatically terminate upon the earliest of (i) the proposed amendments to the
Articles of Association described above have become effective, (ii) the date of
delisting of the Class A Ordinary Shares from the Stock Exchange, and (iii) the date
on which both WVR Beneficiaries cease to be a beneficiary of weighted voting
rights in our Company. For the avoidance of doubt, the automatic termination of the
WVR Beneficiaries’ Articles Undertaking shall not affect any remedies, obligations
or liabilities that have been accrued up to such termination, including the right to
claim for damages in respect of any breach;
(6) each of our WVR Beneficiaries irrevocably undertakes to our Company that he will
procure the intermediary(ies) holding Class B Ordinary Shares held or controlled by
him to deliver a written conversion notice to our Company that those Class B
Ordinary Shares which it/they exercise(s) more than ten votes shall be converted to
Class A Ordinary Shares on a one-to-one basis immediately upon their breach of the
WVR Beneficiaries’ V oting Undertaking (i.e. exercise of more than ten votes in
respect of the voting rights for each Class B Ordinary Share of which they are the
holders on resolutions other than the Amendment Resolutions for which each of our
WVR Beneficiaries will exercise 40 votes for each Class B Ordinary Share)
occurring after the Listing and before the Articles of Association are formally
amended; such conversion notice shall expire immediately upon the Articles of
Association are formally amended;
(7) if holders of ADSs do not give voting instructions to the Depositary with respect to
the Amendment Resolutions, our Company will exercise any discretionary proxy it
has under the Deposit Agreement for the ADSs to vote the underlying Class A
Ordinary Shares represented by their ADSs to approve the Amendment Resolutions
at any general meetings and Class A Meetings;
(8) our Company remains listed on Nasdaq; and
(9) our Company will issue a press release announcing our support publicly for the
Amendment Resolutions each year after the Listing until all Amendment
Resolutions are approved by Shareholders.
In addition, each of our WVR Beneficiaries irrevocably undertakes to our Company that
he shall procure the intermediaries holding the Shares held or controlled by him to exercise ten
votes for each Class B Ordinary Share of which they are the holders at any general meeting of
our Company after the Listing and before the Articles of Association are formally amended to
incorporate the Unmet Articles Requirements except for the purpose of passing the Amendment
Resolutions at the Full Shareholders’ Meeting for which each of our WVR Beneficiaries will
exercise 40 votes for each Class B Ordinary Share (the WVR Beneficiaries’ V oting
Undertaking).
W AIVERS AND EXEMPTION
– 165 –


--- page 176 ---
Prior to any general meeting held after the Listing and before the Articles of Association
are formally amended, our Company proposes to request each of our WVR Beneficiaries to
re-confirm the number of votes to be exercised by them in respect of the resolutions (other than
for the purpose of the Amendment Resolutions at the Full Shareholders’ Meeting for which
each of our WVR Beneficiaries will exercise 40 votes for each Class B Ordinary Share), such
that our Company can monitor the compliance of our WVR Beneficiaries with the WVR
Beneficiaries’ V oting Undertaking.
In light of the waiver sought and the Undertaking for Interim Compliance, each of our
WVR Beneficiaries further irrevocably undertakes to our Company that, before the proposed
amendments to incorporate requirements under Rules 8A.18 and 8A.19 of the Listing Rules in
the Articles of Association are approved by our Shareholders, (i) in the event that a divorce is
being contemplated such that any Class B Ordinary Share will be transferred to an entity which
is not wholly owned or not wholly controlled by such WVR Beneficiary or the relevant director
holding vehicle holding the Class B Ordinary Shares ceases to be wholly-owned and wholly-
controlled by the relevant WVR Beneficiary, therefore the relevant WVR Beneficiary cannot
comply with Rules 8A.18 and 8A.19 of the Listing Rules, the relevant WVR Beneficiary will
procure that such Class B Ordinary Share be converted into Class A Ordinary Share prior to
such transfer; and (ii) our WVR Beneficiaries will not create any encumbrance over any Class
B Ordinary Share (the Interim Undertaking).
The undertakings to be provided by each of our WVR Beneficiaries as set out in
paragraphs (2), (3), (4), (5), and (6) above and the Interim Undertaking are referred to as the
WVR Beneficiaries Waiver Condition Undertakings. Each WVR Beneficiary acknowledges
and agrees that our Shareholders rely on the WVR Beneficiaries Waiver Condition
Undertakings in acquiring and holding the Shares, and the WVR Beneficiaries Waiver
Condition Undertakings are intended to confer a benefit on our Company and all its existing
and future Shareholders and may be enforced by our Company and/or any such Shareholder
against our WVR Beneficiary.
Our legal advisor as to Cayman Islands laws confirms that the Undertaking for Interim
Compliance will not violate the laws and regulations of the Cayman Islands nor will it
contravene our Articles of Association. Our Company also confirms that, after consulting its
other legal advisors, the Undertaking for Interim Compliance will not violate other laws and
regulations applicable to our Company. Our legal advisor as to Cayman Islands laws further
confirms that the mechanism to calculate the specific votes for or against a specific resolution
when the WVR Beneficiaries’ V oting Undertaking is complied with before the Articles of
Association are formally amended (i.e. the numerator and the denominator assuming the
exercise of voting rights attached to the Class B Ordinary Shares will in practice be capped at
ten votes per Share) will not violate the laws and regulations of the Cayman Islands.
Our Company has obtained undertaking from Dr. Hua Zhong ( ᒤശ) that he will be
present at the Post-Listing GM (whether in person or by proxy) and any general meeting and
class meeting after the Listing until all necessary amendments proposed to be made to the
Articles of Association in order to comply with the Unmet Articles Requirements as disclosed
above are approved by our Shareholders and to vote in favor of such amendments (the
Additional Shareholder Undertaking).
W AIVERS AND EXEMPTION
– 166 –


--- page 177 ---
Our WVR Beneficiaries’ undertaking and Additional Shareholder Undertaking to attend
any general meeting and class meeting and to vote in favor of the amendments to the Articles
of Association shall remain in force until all the Amendment Resolutions are passed.
Taking into account the Additional Shareholder Undertaking, immediately upon the
completion of the Global Offering (assuming that the Over-allotment Option is not exercised
and no further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan), the
parties who have undertaken to be present at the Post-Listing GM (whether in person or by
proxy) beneficially own in aggregate 43,703,108 Class A Ordinary Shares and 54,814,423
Class B Ordinary Shares, representing (i) approximately 4.50% of the total voting rights of
holders of the Class A Ordinary Shares voting as a separate class, (ii) 100.00% of the total
voting rights of holders of the Class B Ordinary Shares voting as a separate class, and (iii)
approximately 70.15% of the total voting rights (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 40 votes) in our Company. Despite undertaking from our WVR Beneficiaries to vote
in favor of the Amendment Resolutions to ensure that they will be adopted at the Class B
Meeting and the Full Shareholders’ Meeting, there is no guarantee that the Class-based
Resolutions will be passed at the Class A Meeting.
Our Company will explain the rationale and benefits of the Amendment Resolutions in the
Post-Listing GM notice and proactively approach major Shareholders and actively engage in
communications with them as soon as possible after the Listing with a view to obtaining their
support to vote in favor of the Amendment Resolutions at the Class A Meeting. As the
Amendment Resolutions are in their favor, there is no commercial reason for the holders of
Class A Ordinary Shares not to vote in favor of the Amendment Resolutions. As set out in the
waiver condition in paragraph (f) above, if holders of ADSs do not give voting instructions to
the Depositary with respect to the Amendment Resolutions, our Company will exercise any
discretionary proxy it has under the Deposit Agreement to vote the underlying Class A
Ordinary Shares represented by their ADSs to approve the Amendment Resolutions at any
general meetings and Class A Meetings. Further, as set out in the waiver condition set out in
paragraph (h) above, our Company will issue a press release announcing our support publicly
for the Amendment Resolutions each year after the Listing until all Amendment Resolutions
are approved by Shareholders.
In the event of any failure to adhere to the requirements of Chapter 8A of the Listing
Rules as determined by the Stock Exchange, the Stock Exchange may, as it considers necessary
for the protection of the investors or the maintenance of an orderly market and in addition to
any other action that the Stock Exchange considers appropriate under the Listing Rules,
exercise absolute discretion to:
(a) direct a trading halt or suspend dealings of any securities of our Company or cancel
the listing of any securities of our Company as set out in Rule 6.01 of the Listing
Rules;
W AIVERS AND EXEMPTION
– 167 –


--- page 178 ---
(b) impose the disciplinary sanctions set out in Rule 2A.09 of the Listing Rules against
the parties set out in Rule 2A.10 of the Listing Rules; or
(c) withhold: (i) approval for an application for the listing of securities; and/or (ii)
clearance for the issuance of a circular to our shareholders unless and until all
necessary steps have been taken to address the non-compliance as directed by the
Stock Exchange to its satisfaction.
DEALINGS IN SHARES BEFORE THE LISTING
Pursuant to Rule 9.09(b) of the Listing Rules, there must be no dealing in the securities
of a new applicant for which listing is sought by any core connected person of the issuer from
four clear business days before the expected hearing date until listing is granted, or the
Relevant Period.
Our Company had 46 subsidiaries as of the Latest Practicable Date, and our ADSs are
widely held, publicly traded and listed on Nasdaq. Our Company considers that it is therefore
not in a position to control the investment decisions of our Shareholders or the investing public
in the United States.
To our Company’s knowledge and based on public filings with the SEC as of the Latest
Practicable Date, Dr. Han and Dr. Li (through intermediaries held or controlled by them) held
more than 10% of the voting rights in our Company.
For a company whose securities are listed and traded in the United States, our Company
notes that it is a common practice for substantial shareholders and corporate insiders, including
directors, chief executives and other members of management, to set up trading plans that meet
the requirements of Rule 10b5-1 under the U.S. Exchange Act, or the Rule 10b5-1 Plan(s), to
buy or sell the company’s securities. A Rule 10b5-1 Plan is a written plan, set up with a broker,
to trade securities that (i) is entered into at a time when the person trading the securities is not
aware of any material non-public information; (ii) specifies the amount of securities to be
purchased or sold and the price at which and the date on which the securities were to be
purchased or sold; and (iii) does not allow the person trading the securities to exercise any
subsequent influence over how, when, or whether to effect purchases or sales. Persons who
trade securities pursuant to a Rule 10b5-1 Plan have an affirmative defense against insider
trading allegations under U.S. securities law.
On the basis of the above, our Company considers that the following categories of
persons, or the Permitted Persons, should not be subject to the dealing restrictions set out in
Rule 9.09(b) of the Listing Rules:
(a) Dr. Han and Dr. Li in respect of their dealings pursuant to any Rule 10b5-1 Plans
that have been set up before the Relevant Period (Category 1);
W AIVERS AND EXEMPTION
– 168 –


--- page 179 ---
(b) our Directors other than Dr. Han and Dr. Li, and directors and chief executives of
our significant subsidiaries (i.e., subsidiaries that are not “insignificant subsidiaries”
as defined under the Listing Rules, or Significant Subsidiaries, namely Wenyuan
Guangzhou, Wenyuan Wuxi, and WeRide HK, the aggregate revenue of which
amounted to 90.8%, 90.6%, 75.6%, and 66.9% of our Group’s total revenue for the
three years ended December 31, 2024 and the six months ended June 30, 2025,
respectively, and the aggregate assets of which amounted to 47.8%, 66.0%, 59.3%,
and 59.5% of our Group’s total assets as of December 31, 2022, 2023, and 2024 and
June 30, 2025, respectively), in respect of (i) their respective use of the Shares as
security (including, for the avoidance of doubt, using their respective Shares as
security in connection with entering into financing transactions during the Relevant
Period as well as satisfying any requirements to top-up security under the terms of
financing transactions entered into before the Relevant Period), provided that there
will be no change in the beneficial ownership of the Shares at the time of entering
into any such transactions during the Relevant Period, and (ii) their respective
dealings pursuant to Rule 10b5-1 Plans that have been set up before the Relevant
Period (Category 2);
(c) directors, chief executives, and substantial shareholders of our insignificant
subsidiaries (as defined under the Listing Rules) and their close associates (Category
3); and
(d) any other person (whether or not an existing Shareholder) who may, as a result of
dealings, become our substantial Shareholder and who is not our Director or chief
executive, or a director or chief executive of our subsidiaries, or their close
associates (Category 4).
For the avoidance of doubt:
(a) as the foreclosure, enforcement or exercise of other rights by the lenders in respect
of a security interest over the Shares (including, for the avoidance of doubt, any
security interest created pursuant to any top-up of security) will be subject to the
terms of the financing transaction underlying such security and not within the
control of the pledgor, any change in the beneficial owner of the Shares during the
Relevant Period resulting from the foreclosure, enforcement or exercise of other
rights by the lenders in respect of such security interest will not be subject to Rule
9.09(b) of the Listing Rules;
(b) persons in Category 1 and Category 2 who (i) use their respective Shares other than
as described in this sub-section or (ii) who are not dealing in our Company’s
securities according to Rule 10b5-1 Plans set up before the Relevant Period are
subject to the restrictions under Rule 9.09(b) of the Listing Rules; and
(c) no Share was pledged as security in connection with financing transactions by any
person under Category 1 and Category 2 as of June 30, 2025 and the Latest
Practicable Date.
W AIVERS AND EXEMPTION
– 169 –


--- page 180 ---
We have applied for, and the Stock Exchange has granted us, a waiver from strict
compliance with the requirement under Rule 9.09(b) of the Listing Rules on the following
conditions:
(a) Categories 1 and 2 of the Permitted Persons who entered into Rule 10b5-1 Plans
have no discretion over dealings in our ADSs after the plans have been entered into.
Where Category 2 of the Permitted Persons use the Shares as security, there will be
no change in the beneficial ownership of the Shares at the time of entering into the
relevant transactions during the Relevant Period;
(b) Categories 3 and 4 of the Permitted Persons do not have any influence over the
Global Offering and do not possess any non-public inside information of our
Company particularly in relation to the Global Offering given that such persons are
not in a position with access to information that is considered material to our
Company taken as a whole. Given the number of our subsidiaries and our vast ADS
holder base, our Company and our management do not have effective control over
the investment decisions of Categories 3 and 4 of the Permitted Persons in our
ADSs;
(c) our Company will promptly release any inside information to the public in the
United States and Hong Kong in accordance with the relevant laws and regulations
of the United States and Hong Kong. Accordingly, the Permitted Persons (other than
Categories 1 and 2 of the Permitted Persons) are not in possession of any non-public
inside information of which our Company is aware and will not have any influence
over the Global Offering;
(d) our Company will notify the Stock Exchange of any breaches of the dealing
restrictions by any of our core connected persons during the Relevant Period when
our Company becomes aware of the same other than dealings by our core connected
persons who are Permitted Persons within the permitted scope set out above; and
(e) before the Listing Date, other than within the permitted scope set out above, our
Directors and chief executive and the directors and chief executives of our
Significant Subsidiaries and their close associates will not deal in our Shares or
ADSs during the Relevant Period provided that such prohibited dealing in the Shares
shall not include the granting, vesting, payment or exercise (as applicable) of
incentive and non-statutory options, restricted shares, dividend equivalents, and
share payments under our Group’s share incentive plans.
Our Company believes that the circumstances relating to this waiver align with those set
out in Chapter 4.14 of the Guide, and the grant of this waiver will not prejudice the interests
of potential investors.
W AIVERS AND EXEMPTION
– 170 –


--- page 181 ---
SUBSCRIPTION FOR SHARES BY EXISTING SHAREHOLDERS
Pursuant to Rule 10.04 of the Listing Rules, a person who is an existing shareholder of
the issuer may only subscribe for or purchase any securities for which listing is sought which
are being marketed by or on behalf of a new applicant either in his or its own name or through
nominees if the conditions in Rule 10.03(1) and (2) of the Listing Rules are fulfilled.
Pursuant to paragraph 1C(2) of Appendix F1 to the Listing Rules, without the prior
written consent of the Stock Exchange, no allocations will be permitted to directors or existing
shareholders of the applicant or their close associates, whether in their own names or through
nominees unless the conditions set out in Rules 10.03 and 10.04 of the Listing Rules are
fulfilled.
The conditions in Rule 10.03(1) and (2) of the Listing Rules are as follows:
(1) that no securities are offered to them on a preferential basis and no preferential
treatment is given to them in the allocation of the securities; and
(2) that the minimum prescribed percentage of public shareholders required by Rule
8.08(1) of the Listing Rules is achieved.
Pursuant to paragraphs 56 and 57 of Chapter 2.5 of the Guide, existing shareholders
and/or their close associates may participate in the IPO of a Specialist Technology Company
provided that the applicant complies with Rules 8.08(1), 18C.08 and 8.08A of the Listing Rules
and the following conditions are satisfied:
(i) an existing shareholder holding 10% or more of the shares in the Specialist
Technology Company prior to IPO must subscribe for shares in the IPO as a
cornerstone investor; and an existing shareholder holding less than 10% of the
shares in the Specialist Technology Company prior to IPO may subscribe for shares
in the IPO as either a cornerstone investor or a placee:
(a) in the case of subscription as a placee, the applicant and its sponsors must
confirm that no preference in allocation was given to the existing shareholder;
and
(b) in the case of subscription as a cornerstone investor, the applicant and its
sponsors must confirm that no preference was given to the existing shareholder
other than the preferential treatment of assured entitlement at the IPO price and
the terms are substantially the same as other cornerstone investors.
W AIVERS AND EXEMPTION
– 171 –


--- page 182 ---
Our Company has been listed on Nasdaq since October 2024 and has a wide and diverse
Shareholder base. There is a robust level of trade in our Company’s securities, with significant
daily trading volume resulting in daily changes to our existing Shareholders (including ADS
holders). Our Company is not in a position to prevent any person or entity from acquiring our
listed securities prior to the allocation of shares in connection with the Global Offering. It
would therefore be unduly burdensome for our Company to seek the prior consent of the Stock
Exchange for each of our existing Shareholders (including ADS holders) or their close
associates who subscribe for Offer Shares in the Global Offering.
Our Company has applied for, and the Stock Exchange has granted us, a waiver from
strict compliance with the requirements under Rule 10.04 of, and paragraph 1C(2) of Appendix
F1 to, the Listing Rules, subject to the following conditions:
(a) the minimum percentage of public float required by Rule 8.08(1) of the Listing
Rules, the minimum percentage of allocation to independent price setting investors
required by Rule 18C.08 of the Listing Rules, and the minimum amount of market
capitalization and/or percentage of free float required by Rule 8.08A of the Listing
Rules are complied with;
(b) no preferential treatment (other than the assured entitlement at the IPO price for
cornerstone investors) will be given to the existing Shareholders (including ADS
holders) in the allocation process by virtue of their relationship with our Company.
Each of our Company and the Joint Sponsors will or have confirmed to the Stock
Exchange in writing that, to the best of its knowledge and belief, no preferential
treatment (other than the assured entitlement at the IPO price for cornerstone
investors) has been, nor will be, given to the existing Shareholders (including ADS
holders) by virtue of their relationship with our Company, and the terms of the
cornerstone investment agreements with the existing Shareholders (including ADS
holders) (if any) do not contain any material term which is more favorable to the
existing Shareholders (including ADS holders) or their close associates than those
of other cornerstone investment agreements (if any); and
(c) details of allocation to the existing Shareholders (including ADS holders) will be
disclosed in this prospectus (for cornerstone investors (if any)) and allotment results
announcement (for cornerstone investors (if any) and placees if such placees are
interested in 5% or more of the issued share capital of our Company after the Global
Offering as disclosed in any public filings with the SEC, as it would be unduly
burdensome for our Company to disclose such information given that there is no
requirement to disclose interests in equity securities under the U.S. Exchange Act
unless the beneficial ownership of such person (including directors and officers of
the company concerned) reaches more than 5% of equity securities registered under
Section 12 of the U.S. Exchange Act).
W AIVERS AND EXEMPTION
– 172 –


--- page 183 ---
CONTINUING CONNECTED TRANSACTION
We have entered into certain transaction which will constitute continuing connected
transaction under the Listing Rules upon the Listing. We have applied to the Stock Exchange
for, and the Stock Exchange has granted us waivers from strict compliance with certain
requirements set out in Chapter 14A of the Listing Rules for such continuing connected
transaction. See “Connected Transaction” for further details.
W AIVER AND EXEMPTION IN RELATION TO THE 2018 SHARE PLAN
Pursuant to Rule 17.02(1)(b) of the Listing Rules, full details of all outstanding options
and awards and their potential dilution effect on the shareholdings upon listing as well as the
impact on the earnings per share arising from the issue of shares in respect of such outstanding
options or awards must be disclosed in the prospectus.
Pursuant to paragraph 27 of Appendix D1A to the Listing Rules, the listing document
should contain particulars of any capital of any member of the Group which is under option,
or agreed conditionally or unconditionally to be put under option, including the consideration
for which the option was or will be granted and the price and duration of the option, and the
name and address of the grantee, or an appropriate negative statement, provided that where
options have been granted or agreed to be granted to all the members or debenture holders or
to any class thereof, or to employees under a share option scheme, it shall be sufficient, so far
as the names and addresses are concerned, to record that fact without giving the names and
addresses of the grantees.
Pursuant to section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the prospectus must state the matters specified in Part I of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, or the
Third Schedule.
Pursuant to paragraph 10 of Part I of the Third Schedule, the number, description and
amount of any shares in or debentures of the company which any person has, or is entitled to
be given, an option to subscribe for, together with the particulars of the option, that is to say,
(a) the period during which it is exercisable; (b) the price to be paid for shares or debentures
subscribed for under it; (c) the consideration (if any) given or to be given for it or for the right
to it; and (d) the names and addresses of the persons to whom it or the right to it was given
or, if given to existing shareholders or debenture holders as such, the relevant shares or
debentures must be specified in the prospectus.
As of the Latest Practicable Date, our Company had granted outstanding share options
under the 2018 Share Plan to 564 grantees, or the Grantees, to subscribe for an aggregate of
98,830,980 Class A Ordinary Shares, among which share options representing 58,405,004
Class A Ordinary Shares were granted to our Directors, senior management, connected persons,
and consultant, and share options representing 40,425,976 Class A Ordinary Shares were
granted to 557 other employees of our Group.
W AIVERS AND EXEMPTION
– 173 –


--- page 184 ---
As of the Latest Practicable Date, our Company had granted outstanding share awards
under the 2018 Share Plan to 388 awardees, or the Awardees, for an aggregate of 31,501,254
Class A Ordinary Shares, among which share awards representing 14,493,189 Class A Ordinary
Shares were granted to our Directors, senior management, and connected persons, and share
awards representing 17,008,065 Class A Ordinary Shares were granted to 385 other employees
of our Group.
The Class A Ordinary Shares underlying the outstanding share options and share awards
represent approximately 9.63% and 3.07%, respectively, of the total issued share capital of our
Company immediately following the completion of the Global Offering (assuming that the
Over-allotment Option is not exercised and no further Class A Ordinary Shares are allotted and
issued under the 2018 Share Plan).
We have applied to (i) the Stock Exchange for a waiver from strict compliance with the
requirements under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing
Rules, and (ii) the SFC for an exemption from strict compliance with paragraph 10(d) of Part
I of the Third Schedule pursuant to section 342A of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance in connection with the disclosure of certain details
relating to the share options or share awards granted under the 2018 Share Plan and the relevant
Grantees or Awardees on the ground that (i) full compliance with such disclosure requirements
would be unduly burdensome for our Company, and (ii) the waiver and the exemption would
not prejudice the interest of the investing public for the following reasons:
(a) given that 564 Grantees and 388 Awardees are involved, our Directors consider that
it would be unduly burdensome to disclose full details of all the share options or
share awards granted under the 2018 Share Plan in this prospectus, which would
involve a considerable number of pages of content to be included in this prospectus,
significantly increasing the cost and timing for information compilation and
prospectus preparation;
(b) the key information of the 2018 Share Plan is disclosed in this prospectus, including
(i) a summary of the principal terms of the 2018 Share Plan, (ii) the aggregate
number of Class A Ordinary Shares subject to share options or share awards and the
percentage of Class A Ordinary Shares of which such number represents, (iii) the
potential dilution effect on the shareholdings and the impact on the earnings per
Class A Ordinary Share upon full exercise of the share options and vesting of share
awards immediately following the completion of the Global Offering, (iv) the details
of the outstanding share options or share awards granted to our Directors, senior
management, connected persons, consultant, and other Grantees or Awardee who
have been granted share options or share awards for 1,500,000 Class A Ordinary
Shares or above under the 2018 Share Plan as required under paragraph 10 of Part
I of the Third Schedule, including exercise prices (where applicable), and exercise
periods, and (v) with respect to the outstanding share options granted to other
W AIVERS AND EXEMPTION
– 174 –


--- page 185 ---
Grantees and outstanding share awards granted to other Awardees (other than those
referred to in (iv) above) under the 2018 Share Plan, on an aggregate basis
categorized into lots based on the number of Class A Ordinary Shares underlying
each individual Grantee or Awardee, details including the aggregate number of the
Grantees or Awardees, the aggregate number of Class A Ordinary Shares subject to
the share options or share awards granted, consideration (if any) paid for the grant
of share options or share awards under the 2018 Share Plan, exercise prices (where
applicable), and exercise periods;
(c) the grant and exercise in full of the share options granted to the Grantees and
outstanding share awards granted to the Awardees under the 2018 Share Plan will
not cause any material adverse impact to the financial position of our Group; and
(d) the lack of full compliance with the disclosure requirements set out above will not
prevent potential investors from making an informed assessment of the activities,
assets and liabilities, financial position, management and prospects of our Group
and will not prejudice the interests of any potential investors.
The Stock Exchange has granted us a waiver from strict compliance with the requirements
under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing Rules with
respect to the share options and share awards granted under the 2018 Share Plan, subject to the
following conditions:
(a) the grant of a certificate of exemption from strict compliance with the relevant
requirements under the Companies (Winding Up and Miscellaneous Provisions)
Ordinance by the SFC;
(b) full details of the share options granted under the 2018 Share Plan to each of (i) our
Directors, senior management and connected persons, (ii) consultant of our Group,
and (iii) other Grantees who have been granted share options for 1,500,000 Class A
Ordinary Shares or above containing all the particulars required under Rule
17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing Rules, and
paragraph 10 of Part I of the Third Schedule are disclosed in this prospectus;
(c) full details of the share awards granted under the 2018 Share Plan to each of (i) our
Directors, senior management and connected persons, and (ii) other Awardee who
has been granted share awards for 1,500,000 Class A Ordinary Shares or above
containing all the particulars required under Rule 17.02(1)(b) of the Listing Rules
are disclosed in this prospectus;
(d) in respect of the share options granted to the Grantees other than those referred to
in sub-paragraph (b) above and share awards granted to the Awardees other than
those referred to in sub-paragraph (c) above under the 2018 Share Plan: disclosure
be made on an aggregated basis, categorized into lots based on the number of Class
W AIVERS AND EXEMPTION
– 175 –


--- page 186 ---
A Ordinary Shares underlying each individual Grantee or Awardee (being (i) 1 to
15,000, (ii) 15,001 to 30,000, and (iii) 30,001 to 1,499,999), and in respect of each
category, details including the aggregate number of the Grantees or Awardees, the
aggregate number of Class A Ordinary Shares subject to the share options or share
awards granted, consideration (if any) paid for the grant of share options or share
awards under the 2018 Share Plan, exercise prices (where applicable), and exercise
periods are disclosed in this prospectus;
(e) the aggregate number of Class A Ordinary Shares underlying the outstanding share
options or share awards granted and the percentage of the total issued share capital
of our Company represented as of the Latest Practicable Date and the potential
dilution effect on the shareholdings and the impact on the earnings per Class A
Ordinary Share upon full exercise of the share options and vesting of share awards
immediately following the completion of the Global Offering are disclosed in this
prospectus;
(f) a summary of the principal terms of the 2018 Share Plan are disclosed in “Appendix
IV — Statutory and General Information — D. 2018 Share Plan”;
(g) a full list of all the Grantees who have been granted share options to subscribe for
and all the Awardees who have been granted share awards for Class A Ordinary
Shares under the 2018 Share Plan containing all the particulars required under Rule
17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing Rules, and
paragraph 10 of Part I of the Third Schedule are made available for public inspection
in accordance with “Appendix V — Documents Delivered to the Registrar of
Companies and Available on Display — Document Available for Inspection”; and
(h) the particulars of the waiver are disclosed in this prospectus.
The SFC has granted us a certificate of exemption under section 342A of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance from strict compliance with paragraph
10(d) of Part I of the Third Schedule, subject to the following conditions:
(a) full details of the share options granted under the 2018 Share Plan to each of (i) our
Directors, senior management and connected persons, (ii) consultant of our Group,
and (iii) other Grantees who have been granted share options for 1,500,000 Class A
Ordinary Shares or above containing all the particulars required under paragraph 10
of Part I of the Third Schedule are disclosed in this prospectus;
W AIVERS AND EXEMPTION
– 176 –


--- page 187 ---
(b) full details of the share awards granted under the 2018 Share Plan to each of (i) our
Directors, senior management and connected persons, and (ii) other Awardee who
has been granted share awards for 1,500,000 Class A Ordinary Shares or above
containing all the particulars required under paragraph 10 of Part I of the Third
Schedule are disclosed in this prospectus;
(c) in respect of the share options granted to the Grantees other than those referred to
in sub-paragraph (a) above and share awards granted to the Awardees other than
those referred to in sub-paragraph (b) above under the 2018 Share Plan: disclosure
be made on an aggregated basis, categorized into lots based on the number of Class
A Ordinary Shares underlying each individual Grantee or Awardee (being (i) 1 to
15,000, (ii) 15,001 to 30,000, and (iii) 30,001 to 1,499,999), and in respect of each
category, details including the aggregate number of the Grantees or Awardees, the
aggregate number of Class A Ordinary Shares subject to the share options or share
awards granted, consideration (if any) paid for the grant of share options or share
awards under the 2018 Share Plan, exercise prices (where applicable), and exercise
periods are disclosed in this prospectus;
(d) a full list of all the Grantees who have been granted share options to subscribe for
and all the Awardees who have been granted share awards for Class A Ordinary
Shares under the 2018 Share Plan containing all the particulars required under
paragraph 10 of Part I of the Third Schedule are made available for public inspection
in accordance with “Appendix V — Documents Delivered to the Registrar of
Companies and Available on Display — Document Available for Inspection”;
(e) the particulars of the exemption are disclosed in this prospectus; and
(f) this prospectus will be issued on or before October 28, 2025.
DISCLOSURE OF OFFER PRICE
Pursuant to paragraph 15(2)(c) of Appendix D1A to the Listing Rules, the issue price or
offer price of each security must be disclosed in the listing document.
We have applied for, and the Stock Exchange has granted us, a waiver from strict
compliance with paragraph 15(2)(c) of Appendix D1A to the Listing Rules on the following
grounds.
W AIVERS AND EXEMPTION
– 177 –


--- page 188 ---
As our ADSs are listed and traded on Nasdaq, with a view to aligning the interest of
securities holders in both the United States and Hong Kong, the Public Offer Price will be
determined with reference to, among others, the closing price of our ADSs on Nasdaq on the
last trading day on or before the Price Determination Date. The market price of our ADSs is
subject to various factors, including the overall market conditions, the global economy, the
industry updates, etc., and is not within the control of our Company.
Setting a fixed price or a price range with a low-end offer price per Offer Share may be
regarded by the investors and Shareholders as an indication of the current market value of our
Shares, which may adversely affect the market price of our ADSs and the Offer Shares.
Further, the International Offer Price may be set at a level higher than the maximum
Public Offer Price if (i) the Hong Kong dollar equivalent of the closing trading price of our
ADSs on Nasdaq on the last trading day on or before the Price Determination Date (on a
per-Share converted basis) were to exceed the maximum Public Offer Price as stated in this
prospectus and/or (ii) our Company believes that it is in the best interest of our Company as
a listed company to set the International Offer Price at a level higher than the maximum Public
Offer Price based on the level of interest expressed by professional and institutional investors
during the bookbuilding process, and if the International Offer Price is set at or lower than the
maximum Public Offer Price, the Public Offer Price must be set at such price which is equal
to the International Offer Price. In no circumstances will the Public Offer Price be set above
the maximum Public Offer Price as stated in this prospectus or the International Offer Price.
There is sufficient disclosure in this prospectus in relation to the pricing mechanism
above. This prospectus contains (i) the determinants of the pricing of the Offer Shares, (ii) the
time for determination of the Public Offer Price and form of its publication, (iii) the historical
prices of our ADSs and trading volume on Nasdaq, and (iv) the source for investors to access
the latest market price of our ADSs in “Structure of the Global Offering — Pricing of the
Global Offering” to provide sufficient information to the investors.
In no circumstances will the Public Offer Price for the Hong Kong Offer Shares be greater
than the maximum Public Offer Price as stated in this prospectus. On this basis, disclosure of
a maximum Public Offer Price which provides clear indication of the maximum subscription
consideration which a potential investor shall pay for the Hong Kong Offer Shares complies
with the requirement under paragraph 9 of Part I of the Third Schedule to specify the amount
payable on application and allotment on each share.
W AIVERS AND EXEMPTION
– 178 –


--- page 189 ---
DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors (including any proposed Director who is named
as such in this prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V
of the Laws of Hong Kong), and the Listing Rules for the purpose of giving information to the
public with regard to our Group. Our Directors, having made all reasonable enquiries, confirm
that to the best of their knowledge and belief, the information contained in this prospectus 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 prospectus
misleading.
CSRC FILING
On September 24, 2025, the CSRC issued a notification on our Company’s completion of
the PRC filing procedures for the Global Offering and the Listing.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. For applications under the Hong Kong Public
Offering, this prospectus sets out the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this prospectus and on the terms and subject to the conditions set
out herein. No person is authorized to give any information in connection with the Global
Offering or to make any representation not contained in this prospectus, and any information
or representation not contained herein must not be relied upon as having been authorized by
our Company, the Joint Sponsors, the Overall Coordinators, the Sponsor-Overall Coordinators,
the Capital Market Intermediaries, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, any of the Underwriters, any of our or their respective affiliates,
directors, officers, employees, advisors, agents or representatives, or any other persons or
parties involved in the Global Offering.
Neither the delivery of this prospectus nor any subscription or acquisition made under it
shall, under any circumstances, constitute a representation that there has been no change or
development reasonably likely to involve a change in our affairs since the date of this
prospectus or imply that the information contained in this prospectus is correct as of any date
subsequent to the date of this prospectus.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters under the terms and
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 179 –


--- page 190 ---
conditions therein. The International Offering is expected to be fully underwritten by the
International Underwriters and subject to the terms and conditions of the International
Underwriting Agreement. For details of the Underwriters and the underwriting arrangements,
see “Underwriting.”
For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Over-allotment Option and stabilization, see “Structure of the
Global Offering.” For procedures for applying for the Hong Kong Offer Shares, see “How to
Apply for Hong Kong Offer Shares.”
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required, or be deemed by his/her/its acquisition of the Hong Kong Offer Shares, to
confirm that he/she/it is aware of the restrictions on the offer and sale of the Hong Kong Offer
Shares described in this prospectus.
No action has been taken to permit a public offering of the Offer Shares (except for a
registration of Class A Ordinary Shares on a registration statement on Form F-1 or Form F-3
filed or to be filed with the SEC) outside Hong Kong or the publication of this prospectus in
any jurisdiction other than Hong Kong or the United States pursuant to an applicable
exemption from the registration requirements under U.S. federal securities laws. Accordingly,
without limitation to the following, this prospectus may not be used for the purpose of, and
does not constitute, an offer or invitation in any jurisdiction or in any circumstances where
such an offer or invitation is not authorized or to any person to whom it is unlawful to make
such an offer or invitation for subscription. The publication of this prospectus and the offer and
sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be made
except as permitted under the applicable securities laws of such jurisdictions pursuant to
registration with or authorization by the relevant securities regulatory authorities or an
exemption therefrom.
APPLICATION FOR LISTING OF CLASS A ORDINARY SHARES ON THE STOCK
EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, (i)
the Class A Ordinary Shares in issue and to be issued pursuant to the Global Offering
(including the additional Class A Ordinary Shares which may be issued pursuant to the exercise
of the Over-allotment Option), (ii) the Class A Ordinary Shares to be issued under the 2018
Share Plan, and (iii) the Class A Ordinary Shares which are issuable upon conversion of the
Class B Ordinary Shares on a one-to-one basis, on the basis that, among others, we satisfy (i)
the requirements under Chapter 8A of the Listing Rules as an issuer with a WVR structure
(except for the requirement relating to our expected market capitalization at the time of the
Listing, in respect of which the Stock Exchange has granted us a waiver, the details of which
are set out in “Waivers and Exemption — Market Capitalization of Issuers with WVR
Structures”), and (ii) the requirements under Rule 18C.03 of the Listing Rules as a Commercial
Company with reference to our expected market capitalization at the time of listing, which,
based on the maximum Public Offer Price, exceeds HK$6 billion.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 180 –


--- page 191 ---
Dealings in the Class A Ordinary Shares on the Stock Exchange are expected to
commence on Thursday, November 6, 2025. Our ADSs are currently listed and dealt in on
Nasdaq. Other than the foregoing, no part of our share or loan capital is listed or dealt in on
any other stock exchange, and no such listing or permission to list is being or proposed to be
sought on the Stock Exchange or any other stock exchange as of the date of this prospectus.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the Class A Ordinary Shares on the Stock Exchange is refused before
the expiration of three weeks from the date of closing of the application lists, or such longer
period (not exceeding six weeks) as may, within the said three weeks, be notified to our
Company by or on behalf of the Stock Exchange.
CLASS A ORDINARY SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the Class A Ordinary
Shares on the Stock Exchange and our compliance with the stock admission requirements of
HKSCC, the Class A Ordinary Shares will be accepted as eligible securities by HKSCC for
deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date
as determined by HKSCC. Settlement of transactions between participants of the Stock
Exchange is required to take place in CCASS on the second settlement day after any trading
day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time. All necessary arrangements have been
made enabling the Class A Ordinary Shares to be admitted into CCASS. Investors should seek
advice of their stockbrokers or other professional advisors for details of the settlement
arrangements as such arrangements may affect their rights and interests.
REGISTER OF MEMBERS AND HONG KONG STAMP DUTY
Our principal register of members will be maintained by our Principal Share Registrar in
the Cayman Islands. All the Class A Ordinary Shares to be issued pursuant to the Global
Offering will be registered in our Hong Kong register of members to be maintained by our
Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited in Hong
Kong. Dealings in the Class A Ordinary Shares registered in our Hong Kong register of
members will be subject to Hong Kong stamp duty.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisors if they are in any doubt as to the taxation implications of subscription for, purchase,
holding, disposal of, dealing in, or the exercise of any rights in relation to, the Class A Ordinary
Shares or ADSs. None of our Company, the Joint Sponsors, the Overall Coordinators, the
Sponsor-Overall Coordinators, the Capital Market Intermediaries, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of our or
their respective affiliates, directors, officers, employees, advisors, agents or representatives, or
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 181 –


--- page 192 ---
any other persons or parties involved in the Global Offering accepts responsibility for any tax
effects on, or liabilities of, any person resulting from the subscription for, purchase, holding,
disposal of, dealing in, or the exercise of any rights in relation to, the Class A Ordinary Shares
or ADSs.
LISTINGS
Our Company currently has a primary listing of ADSs on Nasdaq, which our Company
intends to maintain alongside its proposed dual primary listing of Class A Ordinary Shares on
the Stock Exchange.
OWNERSHIP OF ADSs
An owner of ADSs may hold his/her/its ADSs either by means of American Depositary
Receipt, or ADR, (evidencing certificated ADSs) registered in his/her/its name, through a
brokerage or safekeeping account, or through an account established by the Depositary in
his/her/its name reflecting the registration of uncertificated ADSs directly on the books of the
Depositary, commonly referred to as the “direct registration system,” or DRS. The direct
registration system reflects the uncertificated (book-entry) registration of ownership of ADSs
by the Depositary. Under the direct registration system, ownership of ADSs is evidenced by
periodic statements issued by the Depositary to the holders of ADSs. The direct registration
system includes automated transfers between the Depositary and The Depository Trust
Company, or DTC. If an owner of ADSs decides to hold his/her/its ADSs through his/her/its
brokerage or safekeeping account, he/she/it must rely on the procedures of his/her/its broker
or other financial institution to assert his/her/its rights as an ADS owner. Brokers and other
financial institutions typically hold securities such as the ADSs through clearing and settlement
systems such as DTC. All ADSs held through DTC will be registered in the name of a nominee
of DTC.
DEALINGS AND SETTLEMENT OF CLASS A ORDINARY SHARES IN HONG KONG
Dealings in our Class A Ordinary Shares on the Stock Exchange will be conducted in
Hong Kong dollars. Our Class A Ordinary Shares will be traded on the Stock Exchange in
board lots of 100 Class A Ordinary Shares.
The transaction costs of dealings in our Class A ordinary shares on the Stock Exchange
include:
(a) AFRC transaction levy of 0.00015% of the consideration of the transaction, charged
to each of the buyer and seller;
(b) SFC transaction levy of 0.0027% of the consideration of the transaction, charged to
each of the buyer and seller;
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 182 –


--- page 193 ---
(c) Stock Exchange trading fee of 0.00565% of the consideration of the transaction,
charged to each of the buyer and seller;
(d) transfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by
the seller;
(e) ad valorem stamp duty at a total rate of 0.2% of the value of the transaction, with
0.1% payable by each of the buyer and the seller;
(f) stock settlement fee, which is 0.0042% for each trade;
(g) brokerage commission, which is freely negotiable with brokers (other than
brokerage commissions for IPO transactions which are currently set at 1.0% of the
subscription or purchase price and will be payable by the person subscribing for or
purchasing the securities); and
(h) our Hong Kong Share Registrar will charge between HK$2.50 to HK$20, depending
on the speed of service (or such higher fee as may from time to time be permitted
under the Listing Rules), for each transfer of Class A Ordinary Shares from one
registered owner to another, each share certificate canceled or issued by it and any
applicable fee as stated in the share transfer forms used in Hong Kong.
Investors in Hong Kong must settle their trades executed on the Stock Exchange through
their brokers directly or through custodians. For an investor in Hong Kong who has deposited
his/her/its Class A Ordinary Shares in his/her/its stock account or in his/her/its designated
HKSCC Participant’s stock account maintained with CCASS, settlement will be effected in
CCASS in accordance with the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time. For an investor who holds physical certificates,
settlement certificates and the duly executed transfer forms must be delivered to his/her/its
broker or custodian before the settlement date.
An investor may arrange with his/her/its broker or custodian on a settlement date in
respect of his/her/its trades executed on the Stock Exchange. Under the Listing Rules and the
General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time,
the date of settlement must be the second settlement day (a day on which the settlement
services of CCASS are open for use by HKSCC Participants) following the trade date (T+2).
For trades settled in CCASS, the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time provide that the defaulting broker may be compelled to
compulsorily buy-in by HKSCC the day after the date of settlement (T+3), or if it is not
practicable to do so on T+3, at any time thereafter. HKSCC may also impose fines from T+2
onwards.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 183 –


--- page 194 ---
CONVERSION BETWEEN CLASS A ORDINARY SHARES TRADED IN HONG KONG
AND ADSs
In connection with the Hong Kong Public Offering, we have established a branch register
of members in Hong Kong, or the Hong Kong share register, which will be maintained by our
Hong Kong Share Registrar. Our principal register of members, or the Cayman share register,
will continue to be maintained by our Principal Share Registrar.
As described in further detail below, holders of Class A Ordinary Shares registered on the
Hong Kong share register will be able to deposit their Class A Ordinary Shares for delivery of
ADSs and surrender their ADSs for cancelation and delivery of Class A Ordinary Shares. To
facilitate deposits of Class A Ordinary Shares with the Depositary for delivery of ADSs for
trading on the Nasdaq and surrender of ADSs to the Depositary for cancelation and delivery
of Class A Ordinary Shares for trading on the Stock Exchange, we intend to move all our Class
A Ordinary Shares represented by the ADSs from our Cayman share register to our Hong Kong
share register.
DEPOSITARY
The Depositary for our ADSs is Deutsche Bank Trust Company Americas, or the
Depositary, whose office is located at 1 Columbus Circle, New Y ork, NY10019, the United
States. The certificated ADSs are evidenced by certificates referred to as ADR that are issued
by the Depositary.
Every ADS represents ownership interests in three Class A Ordinary Shares, and any and
all securities, cash or other property deposited with the Depositary in respect of such Class A
Ordinary Shares but not distributed to ADS holders.
ADSs may be held either (i) directly (a) by having an ADR registered in the holder’s name
or (b) by holding in the DRS, pursuant to which the Depositary may register the ownership of
uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the
Depositary to the ADS holders entitled thereto, or (ii) indirectly through the holder’s broker or
other financial institution. The following discussion regarding ADSs assumes the holder holds
its ADSs directly. If a holder holds the ADSs indirectly, it must rely on the procedures of its
broker or other financial institution to assert the rights of ADS holders described in this section.
If applicable, you should consult with your broker or financial institution to find out what those
procedures are.
We do not treat ADS holders as Shareholders, and ADS holders have no Shareholder
rights. Cayman Islands laws govern Shareholder rights. Because the Depositary actually holds
the legal title to the Class A Ordinary Shares represented by ADSs (through the Depositary’s
Custodian), ADS holders must rely on it to exercise the rights of Shareholders. The obligations
of the Depositary are set out in the Deposit Agreement, among us, the Depositary, and our ADS
holders and beneficial owners as amended from time to time. The Deposit Agreement and the
ADRs evidencing ADSs are governed by the law of the State of New Y ork.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 184 –


--- page 195 ---
Converting Class A Ordinary Shares Traded in Hong Kong to ADSs
An investor who holds Class A Ordinary Shares registered in Hong Kong and intends to
convert them to ADSs to trade on Nasdaq must deposit or have his/her/its broker deposit the
Class A Ordinary Shares with the Custodian in exchange for ADSs. A deposit of Class A
Ordinary Shares traded in Hong Kong in exchange for ADSs involves the following
procedures:
 If Class A Ordinary Shares have been deposited within CCASS, the investor must
transfer such Class A Ordinary Shares to the Depositary’s account with the
Custodian within CCASS by following the CCASS procedures for transfer and
deliver to the Custodian instructions for the issuance and delivery of the
corresponding ADSs.
 If Class A Ordinary Shares are held outside CCASS, the investor must arrange to
deposit the Class A Ordinary Shares into CCASS for delivery to the Depositary’s
account with the Custodian within CCASS and must deliver to the Custodian
instructions for the issuance and delivery of the corresponding ADSs.
 Upon payment of its fees and expenses and of any taxes or charges, such as stamp
duties or stock transfer taxes or fees, if applicable, and subject in all cases to the
terms of the Deposit Agreement, the Depositary will issue the corresponding number
of ADSs and will deliver the ADSs as instructed by the depositary party.
For Class A Ordinary Shares deposited in CCASS, under normal circumstances, the above
steps generally take two Business Days, provided that the investor has provided timely and
complete instructions. For Class A Ordinary Shares held outside CCASS in physical form, the
above steps may take 14 Business Days or more to complete. Temporary delays may arise. For
example, the transfer books of the Depositary may from time to time be closed to ADS
issuances. The investor will be unable to trade the ADSs until the ADSs issuance procedures
are completed.
Converting ADSs to Class A Ordinary Shares Traded in Hong Kong
An investor who holds ADSs and intends to convert them to Class A Ordinary Shares to
trade on the Stock Exchange must cancel the ADSs the investor holds and withdraw the
underlying Class A Ordinary Shares from our ADS program and cause his/her/its broker or
other financial institution to trade such Class A Ordinary Shares on the Stock Exchange.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 185 –


--- page 196 ---
An investor who holds ADSs indirectly through a broker or other financial institution
should follow the procedures of the broker or other financial institution and instruct the broker
or other financial institution to arrange for cancelation of the ADSs and withdrawal of the
underlying Class A Ordinary Shares from the Depositary’s account with the Custodian within
CCASS to the investor’s Hong Kong stock account. For investors holding ADSs directly, the
following steps must be taken:
 To withdraw Class A Ordinary Shares from our ADS program, an investor who holds
ADSs may turn in such ADSs to the Depositary (and the applicable ADR(s) if the
ADSs are held in certificated form) and send an instruction to cancel such ADSs to
the Depositary.
 Upon payment or net of its fees and expenses and any taxes or charges, such as
stamp duties or stock transfer taxes or fees, if applicable, and subject in all cases to
the terms of the Deposit Agreement, the Depositary will cancel the ADSs and
instruct the Custodian to deliver Class A Ordinary Shares underlying the canceled
ADSs to the CCASS account designated by the investor.
 If the investor prefers to receive Class A Ordinary Shares outside CCASS, he/she/it
must receive Class A Ordinary Shares in CCASS first and then arrange for
withdrawal of the Class A Ordinary Shares from CCASS. The investor can then
obtain a transfer form signed by HKSCC Nominees (as the transferor) and register
Class A Ordinary Shares in its own name with the Hong Kong Share Registrar.
For Class A Ordinary Shares to be received in CCASS, under normal circumstances, the
above steps generally take two Business Days, provided that the investor has provided timely
and complete instructions.
For Class A Ordinary Shares to be received outside CCASS in physical form, the above
steps may take 14 Business Days or more to complete. The investor will be unable to trade the
Class A Ordinary Shares on the Stock Exchange until the procedures are completed.
Temporary delays may arise. For example, the transfer books of the Depositary may from
time to time be closed to ADS cancelations. In addition, completion of the above steps and
procedures for delivery for Class A Ordinary Shares in a CCASS account is subject to there
being a sufficient number of Class A Ordinary Shares on the Hong Kong share register to
facilitate a withdrawal from our ADS program directly into CCASS. We are not under any
obligation to maintain or increase the number of Class A Ordinary Shares on the Hong Kong
share register to facilitate such withdrawals.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 186 –


--- page 197 ---
Depositary Requirements
Before the Depositary delivers ADSs or permits withdrawal of Class A Ordinary Shares,
the Depositary may require:
 production of satisfactory proof of the identity and genuineness of any signature or
other information it deems necessary; and
 compliance with procedures it may establish, from time to time, consistent with the
Deposit Agreement, including completion and presentation of transfer documents.
The Depositary may refuse to deliver, transfer, or register issuances, transfers and
cancelations of ADSs generally when the transfer books of the Depositary or our Hong Kong
share registrar or Cayman share registrar are closed or at any time if the Depositary or we
determine it advisable to do so, subject to such refusal complying with U.S. federal securities
laws.
All costs attributable to the transfer of shares to effect a withdrawal from or deposit of
Class A Ordinary Shares into our ADS program will be borne by the investor requesting the
transfer. In particular, holders of Class A Ordinary Shares and ADSs should note that our Hong
Kong Share Registrar will charge between HK$2.50 to HK$20, depending on the speed of
service (or such higher fee as may from time to time be permitted under the Listing Rules), for
each transfer of Class A Ordinary Shares from one registered owner to another, each share
certificate canceled or issued by it and any applicable fee as stated in the share transfer forms
used in Hong Kong. In addition, holders of Class A Ordinary Shares and ADSs must pay up to
US$5.00 per 100 ADSs (or portion thereof) for each issuance of ADSs and each cancelation of
ADSs, as the case may be, in connection with the deposit of Class A Ordinary Shares into, or
withdrawal of Class A Ordinary Shares from, our ADS program.
LANGUAGE
If there is any inconsistency between the English version of this prospectus and the
Chinese translation of this prospectus, the English version of this prospectus shall prevail
unless otherwise stated. For ease of reference, the names of Chinese laws and regulations,
government authorities, institutions, natural persons or entities have been included in this
prospectus in both the Chinese and English languages. In the event of any inconsistency, the
Chinese version shall prevail.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data,
included in this prospectus may have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 187 –


--- page 198 ---
EXCHANGE RATE CONVERSION
Our reporting currency is Renminbi. This prospectus contains conversion of financial data
in Renminbi and Hong Kong dollar into U.S. dollar at specific rates solely for the convenience
of the reader. Unless otherwise stated, all conversion of financial data in Renminbi and Hong
Kong dollar into U.S. dollar and from U.S. dollar into Renminbi and Hong Kong dollar in this
prospectus was made at a rate of RMB7.1636 to US$1.00 and HK$7.8499 to US$1.00, the
respective exchange rate on June 30, 2025 set forth in the H.10 statistical release of the Federal
Reserve Board. All translations of financial data in relation to the Global Offering (including
listing expenses and net proceeds from the Global Offering) in Renminbi and Hong Kong dollar
into U.S. dollar and from U.S. dollar into Renminbi and Hong Kong dollar in this prospectus
was made at a rate of RMB7.09730 to US$1.00 and HK$7.76833 to US$1.00 published by the
People’s Bank of China for foreign exchange transactions on October 20, 2025.
No representation is made that any amounts denominated in Renminbi, Hong Kong dollar,
or U.S. dollar can be or could have been at the relevant dates converted at the above rates or
any other rates or at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 188 –


--- page 199 ---
DIRECTORS
Name Address Nationality
Executive Directors
Dr. Tony Xu Han ( ᒵϛ) Building C1
Guangzhou BioIsland
International Apartment
No. 96 Xingdaohuan South Road
Guangzhou International Biotech
Island
Guangzhou
Guangdong Province
PRC
Chinese
Dr. Y an Li (֧Room 310, Building A4
Guangzhou BioIsland
International Apartment
No. 96 Xingdaohuan South Road
Guangzhou International Biotech
Island
Guangzhou
Guangdong Province
PRC
Chinese
Non-executive Directors
Mr. Kazuhiro Doi 424-26, Kudencho
Sakae Ward
Y okohama
Kanagawa 247-0014
Japan
Japanese
Mr. Jean-François Salles 6 allée de l’Etang
91190 Gif-sur-Y vette
France
French
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 189 –


--- page 200 ---
Name Address Nationality
Independent Non-executive Directors
Ms. Huiping Y an 5th Floor, Building One
No. 1685 Huazhi Road
Qingpu District
Shanghai
PRC
American
Mr. David Zhang ( ੵҕ) Apt 1293, Tower 17
Hong Kong Parkview
88 Tai Tam Reservoir Road
Hong Kong
Chinese
Dr. Tony Fan-cheong Chan 2875 Bottlebrush Dr
Los Angeles
CA 90077-2011
United States
American
For details of our Directors, see “Directors and Senior Management.”
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 190 –


--- page 201 ---
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors China International Capital Corporation
Hong Kong Securities Limited *
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Morgan Stanley Asia Limited *
Level 46, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
(* in alphabetical order)
Sponsor-Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited *
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Morgan Stanley Asia Limited *
Level 46, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
(* in alphabetical order)
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited *
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Morgan Stanley Asia Limited *
Level 46, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
(* in alphabetical order)
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 191 –


--- page 202 ---
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Joint Global Coordinators China International Capital Corporation
Hong Kong Securities Limited *
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Morgan Stanley Asia Limited *
Level 46, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
(* in alphabetical order)
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Joint Bookrunners China International Capital Corporation
Hong Kong Securities Limited *
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Morgan Stanley Asia Limited *
Level 46, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
(* in alphabetical order)
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 192 –


--- page 203 ---
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Daiwa Capital Markets Hong Kong
Limited
Level 28, One Pacific Place
88 Queensway
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
Joint Lead Managers China International Capital Corporation
Hong Kong Securities Limited *
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Morgan Stanley Asia Limited *
Level 46, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
(* in alphabetical order)
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 193 –


--- page 204 ---
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road
Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Daiwa Capital Markets Hong Kong
Limited
Level 28, One Pacific Place
88 Queensway
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 194 –


--- page 205 ---
Capital Market Intermediaries China International Capital Corporation
Hong Kong Securities Limited *
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Morgan Stanley Asia Limited *
Level 46, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
(* in alphabetical order)
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Daiwa Capital Markets Hong Kong
Limited
Level 28, One Pacific Place
88 Queensway
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 195 –


--- page 206 ---
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
Legal Advisors to Our Company As to Hong Kong and United States laws:
Cooley HK
35/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
As to PRC laws:
Commerce & Finance Law Offices
10/F, Tower 1, Jing An Kerry Centre
1515 West Nanjing Road
Jing’an District
Shanghai
PRC
As to Cayman Islands laws:
Travers Thorp Alberga
3605 Tower Two, Lippo Centre
89 Queensway
Admiralty
Hong Kong
As to the U.S. outbound investment rule:
Akin Gump Strauss Hauer & Feld LLP
Robert S. Strauss Tower
2001 K Street, N.W.
Washington, DC 20006-1037
United States
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 196 –


--- page 207 ---
Legal Advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong and United States laws:
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place
Central
Hong Kong
As to PRC laws:
Han Kun Law Offices
9/F, Office Tower C1, Oriental Plaza
1 East Chang An Avenue
Dongcheng District
Beijing
PRC
Reporting Accountants and Independent
Auditor
KPMG
Certified Public Accountants
Public Interest Entity Auditor registered in
accordance with the Accounting and
Financial Reporting Council Ordinance
8th Floor, Prince’s Building
10 Chater Road
Central
Hong Kong
Industry Consultant China Insights Consultancy Limited
10/F, Block B, Jing’an International Center
99 Puji Road
Jing’an District
Shanghai
PRC
Compliance Advisor Rainbow Capital (HK) Limited
Office No. 710, 7/F, Wing On House
71 Des V oeux Road Central
Central
Hong Kong
Receiving Bank CMB Wing Lung Bank Limited
14/F, CMB Wing Lung Bank Building
45 Des V oeux Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 197 –


--- page 208 ---
Registered Office P .O. Box 472
Harbour Place, 2nd Floor
103 South Church Street
George Town
Grand Cayman KY1-1106
Cayman Islands
Headquarters and Principal Place of
Business in the PRC
21st Floor, Tower A
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
Company’s Website www.weride.ai
(The information contained on this website
does not form part of this prospectus)
Joint Company Secretaries Ms. Liang Wang (ڥ)
21st Floor, Tower A
Guanzhou Life Science Innovation Center
No. 51 Luoxuan Road
Guangzhou International Biotech Island
Guangzhou
Guangdong Province
PRC
Ms. Anne Yu ( Яτ֋)
(ACG, HKACG(PE))
40th Floor, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
CORPORATE INFORMATION
– 198 –


--- page 209 ---
Authorized Representatives Dr. Tony Xu Han ( ᒵϛ)
Building C1
Guangzhou BioIsland
International Apartment
No. 96 Xingdaohuan South Road
Guangzhou International Biotech Island
Guangzhou
Guangdong Province
PRC
Ms. Anne Yu ( Яτ֋)
40th Floor, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
Audit Committee Ms. Huiping Y an (Chairperson)
Mr. David Zhang ( ੵҕ)
Dr. Tony Fan-cheong Chan
Compensation Committee Mr. David Zhang ( ੵҕ) (Chairperson)
Dr. Tony Xu Han ( ᒵϛ)
Ms. Huiping Y an
Dr. Tony Fan-cheong Chan
Nomination Committee Mr. David Zhang ( ੵҕ) (Chairperson)
Dr. Tony Xu Han ( ᒵϛ)
Ms. Huiping Y an
Dr. Tony Fan-cheong Chan
Corporate Governance Committee Mr. David Zhang ( ੵҕ) (Chairperson)
Ms. Huiping Y an
Dr. Tony Fan-cheong Chan
Principal Share Registrar International Corporation Services Ltd.
P .O. Box 472
Harbour Place, 2nd Floor
103 South Church Street
George Town
Grand Cayman KY1-1106
Cayman Islands
CORPORATE INFORMATION
– 199 –


--- page 210 ---
Hong Kong Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
Principal Bankers China Merchants Bank
China Merchants Bank Building
No. 5 Huashui Road
Tianhe District
Guangzhou
Guangdong Province PRC
UBS AG, Singapore
9 Penang Road
238459
Singapore
Goldman Sachs Bank USA
New Y ork Branch
200 West Street
New Y ork
NY 10282
United States
CORPORATE INFORMATION
– 200 –


--- page 211 ---
This and other sections of this prospectus contain information relating to the
industry in which we operate. Certain information and statistics set forth in this section
have been extracted from different official government publications, available sources
from public market research and other sources from independent suppliers, and from the
CIC Report. Information and statistics from official government sources have not been
independently verified by us, the Joint Sponsors, Joint Global Coordinators, the Joint
Overall Coordinators, the Capital Market Intermediaries, Joint Bookrunners, and Joint
Lead Managers, any of the Underwriters, any of our or their respective directors, officers
or representatives or any other person involved in the Global Offering, and no
representation is given as to their accuracy. Accordingly, the information from official
government sources contained herein may not be accurate and should not be unduly
relied upon.
OVERVIEW OF GLOBAL AUTONOMOUS DRIVING MARKET
Autonomous driving refers to the technological capabilities of vehicles to navigate and
operate independently without human intervention. The Society of Automotive Engineers, a
global professional association and standards organization, categorize autonomous driving into
six levels, ranging from full control by a human driver, supported by advanced safety features,
to vehicles that can operate entirely without any human input:
What does
the human
in the
driver’s seat
have to do?
LEVEL 0 LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5
You are driving whenever these driver
support features are engaged – even if
your feet are off the pedals and you are not steering
You are not driving when these automated
driving features are engaged – even if
you are seated in “the driver’s seat”
These automated driving features
will not require you to
takeover driving
You must constantly supervise these support features:
you must steer, brake or accelerate as needed
to maintain safety
When the feature
requests
you must drive
The most significant transformation for autonomous driving occurs at L4 and above,
where vehicles can be truly “driverless.” L4 technology offers a solution to reduce accidents,
enhance traffic flow, supplement human labor, and produce safer roads. The demand for smart
cities, effective and efficient transportation systems, and sustainability is expected to fuel an
exponential growth for L4 autonomous driving market.
L4 technology is fundamentally different from L2/L3 technology. L2 and L3 systems are
designed to mimic an experienced driver, but they still rely on human intervention at certain
times and function primarily as driver-assistance features. L4 systems must operate completely
driverless. They are required to handle unexpected situations that even seasoned drivers may
struggle with. The leap from L2/L3 to L4 calls for greater redundancy, more complex
technology and algorithm, and higher safety standards. Consequently, L2/L3 companies may
INDUSTRY OVERVIEW
– 201 –


--- page 212 ---
find it challenging to leverage their existing technology capabilities to develop L4 systems,
whereas L4 systems are poised to surpass human driving capabilities and create significant
barriers for L2 and L3 technologies.
In 2024, the global market size in terms of revenue was US$31 billion, which is expected
to reach US$1,553 billion by 2030, at a CAGR of 92% from 2024 to 2030, and further to
US$8,290 billion by 2035, at a CAGR of 40% from 2030 to 2035. The L4 and above sector is
anticipated to grow at an even faster rate, expected to represent 94% and 98% of the global
market by 2030 and 2035, respectively, in terms of revenue.
Market Size of Global Autonomous Driving by Levels, 2022-2035E
2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2035E
9.4 26.0 31.4 39.2 56.0 113.3 289.3
753.8
1,552.7
8,290.2
USD billion 2030E-2035E2024-2030ECAGR
-17%-9%L1
17%20%L2-L3
41%238%L4
40%92%Total
Sources: CIC Report; interviews with market participants, industry publications, government statistics, listed
companies’ public filings, news
INDUSTRY OVERVIEW
– 202 –


--- page 213 ---
Market Size of China’s Autonomous Driving by Levels, 2022-2035E
2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2035E
3.0 9.2 12.1 16.6 26.8 60.3 151.1
357.7
682.8
3,112.7
USD billion 2030E-2035E2024-2030ECAGR
-16%-15%L1
15%25%L2-L3
36%210%L4
35%96%Total
Sources: CIC Report; interviews with market participants, industry publications, government statistics, listed
companies’ public filings, news
OVERVIEW OF GLOBAL L4 AND ABOVE AUTONOMOUS DRIVING MARKET
L4 autonomous driving has the potential to transform our way of life. Globally,
approximately 43.2 million traffic accidents occur per year, with over 90% attributable to
human error. L4 vehicles, equipped with advanced sensors and algorithms, are designed to
react to various driving situations with high precision, reducing accidents caused by
distractions, fatigue, miscalculation or other human errors. Beyond safety, L4 autonomous
technology can address labor shortages and imbalances by providing stable and reliable
alternative solutions, as L4 vehicles can operate continuously and consistently without human
intervention.
The global market for L4 and above autonomous driving was US$1.0 billion in 2024,
which is expected to reach US$1,464 billion by 2030, at a CAGR of 238% from 2024 to 2030,
and further to US$8,097 billion by 2035, at a CAGR of 41% from 2030 to 2035.
INDUSTRY OVERVIEW
– 203 –


--- page 214 ---
Market Size of Global L4 and Above Autonomous Driving by Use Cases, 2022-2035E
2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2035E
0.6 0.7 1.0 2.6 12.3 62.0 229.2
683.9
1,463.8
8,096.8
USD billion CAGR 2024-2030E 2030E-2035E
Robotaxi 367% 38%
Robo logistics vehicles 305% 43%
Robosweeper 150% 27%
Robobus 234% 21%
Other Application 92% 39%
Sources: CIC Report; interviews with market participants, industry publications, government statistics, listed
companies’ public filings, news
Note:
* “Other applications” mainly include applications in factories, mines, ports, last-mile delivery scenarios and
other L4 and above passenger vehicles.
Globally, autonomous driving is gaining traction, with various regions creating favorable
environments for its development. Countries such as the United States, Singapore, the UAE
and China have introduced rules governing the testing of autonomous vehicles, while nearly 20
countries now allow trials and commercial deployment of these vehicles. Mainland China
stands out due to its complex road conditions that drive rapid algorithm iteration, advanced
infrastructure like 5G and smart city technology, and strong consumer demand for intelligent
vehicle features. In the Asia-Pacific region, countries such as Singapore, South Korea, and
Japan are implementing supportive guidelines and refining legal frameworks to encourage
research and commercial applications. The Middle East region is investing heavily in
autonomous mobility through large-scale smart city projects and sustainability initiatives, with
regions like Dubai and Saudi Arabia setting ambitious targets for autonomous transportation
adoption. In the U.S., legislative efforts and regulatory updates have facilitated research,
testing, and large-scale commercialization, including policies that allow fully autonomous
vehicles without traditional controls. Meanwhile, Europe is fostering innovation through
collaborations between automakers and autonomous driving solution providers, with Germany
leading the way by introducing passenger vehicles with advanced automation that require zero
human intervention in certain scenarios.
INDUSTRY OVERVIEW
– 204 –


--- page 215 ---
As of the Latest Practicable Date, WeRide has established a strong global presence across
major regions including China, MENA, Southeast Asia, and Europe, demonstrating industry-
leading capabilities in each:
In China, where numerous players are developing autonomous driving technologies
across diverse application scenarios, WeRide stands out as the only company with large-scale
operations spanning all major urban use cases, including robotaxi, robologistics, robobus, and
robosweeper services, while Company E and Company D primarily focus on robotaxi
operations.
In the MENA region, where the autonomous driving market is rapidly emerging and most
participants remain in testing or pilot phases, WeRide was among the earliest entrants and
currently operates the region’s largest robotaxi fleet, supported by national licenses granted in
the UAE and Saudi Arabia. In contrast, Company E has only expressed its intention to expand
into the region, while Company D has obtained a test license as of the Latest Practicable Date.
In Southeast Asia, WeRide is the only company in Singapore concurrently conducting
trials of robotaxi, robobus, and robosweeper services, whereas Company E has announced their
expansion plans to enter the market in 2025.
In Europe, although the industry remains in its early stages, WeRide has made notable
progress by launching the first commercial L4 robobus service in France and obtaining
Belgium’s first L4 public-road test permit, with no comparable peers yet initiating testing in
such region, as of Latest Practicable Date.
Collectively, these developments underscore WeRide’s position as a pioneer in the global
autonomous driving industry, characterized by multi-regional deployment, diversified
commercialization, and leading operational experience across key markets. The chart below
sets forth the market size of L4 autonomous driving by region, illustrating the scale and growth
potential of the Company’s global footprint.
INDUSTRY OVERVIEW
– 205 –


--- page 216 ---
Market Size of Global L4 and Above Autonomous Driving by Region, 2022-2030E
2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
0.6 0.7 1.0 2.6 12.3
62.0
229.2
683.9
1,463.8
CAGR 2024-2030E
China 210%
US 291%
Asia-Pacific ex China 269%
MENA 263%
Europe 297%
USD billion
Notes:
1. The Asia-Pacific region does not include China
2. MENA refers to the Middle East and North Africa region
The commercialization of L4 and above autonomous driving is expected to take shape in
various use cases. Among all use cases, robotaxi is sitting on a trillion-worth mobility market,
and is expected to take up a significant proportion of the market share and display the greatest
growth momentum. Robobuses, robovans and robosweepers are also gaining traction.
Robobuses are emerging as a viable solution for public transportation. Robovans provide
efficient logistics solutions for urban delivery, while robosweepers are designed for automated
cleaning in public spaces, enhancing urban maintenance and reducing labor costs. The total
addressable markets for robotaxi, robobus, robovan, and robosweeper in 2030 are expected to
be approximately US$3,500 billion, US$2,000 billion, US$360 billion, and US$120 billion,
respectively. There is currently a limited pool of customers using L4 vehicles as this industry
is still evolving. See “Risk Factors — Failure to continue to attract and retain customers,
manage our relationship with them or increase their reliance on our products and services could
materially and adversely affect our business and prospects.”
These L4 and above autonomous vehicles will spawn innovative services. Given the
complexity of the autonomous driving technology, companies in this space could provide
comprehensive operational services to partners, which could cover route planning, scheduling,
fleet management, vehicle maintenance, vehicle tracking, delivery routes optimization, and
other critical functions. Autonomous driving companies are in the best position to develop,
refine, and deliver services that are integral to the L4 vehicles they sell, and maximize the
value of these vehicles.
INDUSTRY OVERVIEW
– 206 –


--- page 217 ---
The urban road represents the most challenging yet promising operational scenario for L4
autonomous vehicles. Navigating this environment demands robust technological capabilities,
as L4 vehicles must handle complex mixed traffic flows, including cars, buses, and others,
while responding in real-time to dynamic elements like traffic signals, converging traffic,
pedestrians, and unexpected events such as accidents. The scenario’s complexity necessitates
that L4 companies achieve a higher level of product reliability and safety to pass more stringent
government testing and licensing, as compared to other use cases. Moreover, it provides
valuable opportunities to gather high-quality data, crucial for rapid technology improvements
and maintaining a competitive edge in the market. The global market size for L4 autonomous
driving in this sector is expected to increase from US$0.2 billion in 2024 to around US$1,000
billion in 2030.
As of the Latest Practicable Date, WeRide has established a strong global presence across
major regions including China, MENA, SEA, and Europe, demonstrating industry-leading
capabilities in each region. In China, where numerous players are developing autonomous
driving technologies across diverse application scenarios, WeRide stands out as the only
company with large-scale operations spanning all major city-road use cases, including
robotaxi, robologistics, robobus, and robosweeper. In MENA, where the autonomous driving
market is rapidly emerging and most players remain in testing or pilot phases, WeRide was
among the first movers and currently operates the region’s largest robotaxi fleet, supported by
national licenses in the UAE and Saudi Arabia. In SEA, where most companies focus on
single-scenario applications such as robotaxi or robovan, WeRide is the only company in
Singapore that concurrently conducting trials of robotaxi, robobus, and robosweeper services.
In Europe, although the industry remains in its early stage, WeRide has advanced further by
launching the first commercial L4 Robobus service in France and securing Belgium’s first L4
public-road test permit. Collectively, these achievements underscore WeRide’s position as a
pioneer in the global autonomous driving industry, with multi-regional deployment and
diversified commercialization.
Global Competitive Landscape for L4 Autonomous Driving Market
for City Roads, 2024*
Ranking Company
Market share in terms
of revenue
(%)
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company A (1) ~37
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WeRide ~22
3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company B (2) ~10
4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company C (3) ~7
5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company D (4) ~6
Notes:
* The market share for each competitor is calculated by dividing their revenue generated from L4
autonomous vehicles on city main roads by the total revenue of the L4 autonomous driving market on
city roads. City road refer to vehicle lanes for motorized vehicles.
(1) Company A is a U.S.-based privately-held autonomous driving company.
INDUSTRY OVERVIEW
– 207 –


--- page 218 ---
(2) Company B is a China-based privately-held autonomous driving company.
(3) Company C is a China-based privately-held L4 autonomous driving company.
(4) Company D is a China-based Nasdaq-listed company that develops driverless vehicles, among other
businesses.
OVERVIEW OF GLOBAL ROBOTAXI MARKET
Robotaxi is one of the most commercially viable applications of autonomous driving
technology: robotaxis can significantly reduce operating costs, allowing operators to achieve
higher profit margins. Unlike other autonomous vehicles that may be limited to specific routes
or functions, robotaxis can operate continuously without the constraints of human schedules.
Robotaxis also operate in the most complex and dynamic open urban environment,
characterized by varied road types, unpredictable routes, and a wide range of obstacles,
including vehicles, pedestrians, and non-standard objects. This challenging environment
provides valuable data for refining algorithms and frequent iterations, establishing high
technical barriers while offering opportunities to expand into other driving scenarios.
Robotaxi is expected to keep riding on the upward industry trend and rapidly approach
large-scale commercialization in the coming years. The global robotaxi market is projected to
grow rapidly. The market size was below US$1 billion in 2024, which is expected to reach
US$587 billion by 2030, at a CAGR of 367% from 2024 to 2030, and further to US$2,992
billion by 2035, at a CAGR of 39% from 2030 to 2035.
The market sizes for robotaxi operation and sales were both below US$1 billion in 2024,
and are expected to grow to US$431 billion and US$156 billion by 2030, respectively, at
CAGRs of 351% and 456% from 2024 to 2030, respectively. The market sizes for robotaxi
operation and sales are expected to further grow to US$2,594 billion and US$398 billion by
2035, at CAGRs of 43% and 21% from 2030 to 2035, respectively.
Market Size of Global Robotaxi Market, 2022-2035E
0.0
2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2035E
0.0 0.1 0.2 2.3 20.2 84.8
292.4
586.9
2,991.9USD billion
CAGR
367% 39%
2024-2030E 2030E-2035E
Robotaxi
Sources: CIC Report; interviews with market participants, industry publications, listed companies’ public filings,
news
INDUSTRY OVERVIEW
– 208 –


--- page 219 ---
Unit Economics for Robotaxis
Robotaxis offer superior unit economics and higher profitability compared to traditional
taxi. By 2030, robotaxi can save up to around 90% of labor cost as compared to traditional
mobility. The adoption of robotaxi in China alone is expected to reduce the overall operating
cost and enlarge the profit headroom to 50% by 2030. Furthermore, robotaxi is expected to
enable more significant cost-saving in other countries such as the United Kingdom, United
Arab Emirates, and United States where labor and other operation costs account for a larger
portion of the total cost, unlocking a profit margin headroom from 60% to around 80% by
2030. As economies of scale start to surface and the supervisor-to-vehicle ratio improves, the
unit economics of robotaxis are expected to further enhance globally.
Unit Economics Analysis for Robotaxi in China, UK, UAE, and US, 2030E
50%Profit
Other operating costs
Insurance cost
Financing cost
Labor cost
Energy cost
Depreciation cost
79%
60%
76%
5%
4%
7%
6%
9%
1%5% 6%
5%
6%
15% 6%
5%
5%
3%3%
2%2% 2%2%3%3% 3%3%
2%2%
3%3%
1%1%
10%
22%
China United Kingdom United Arab Emirates United States
Sources: CIC Report; interviews with market participants, industry publications, news
Notes:
* The estimates are based on the assumptions that (i) supervisor-vehicle ratio is 1:10 and (ii) robotaxis follow
the operating schedules of traditional taxis
** Other operation cost includes license, parking, and maintenance costs
Value Chain for Robotaxis Sector
Autonomous driving companies operating robotaxis are able to generate revenue through
multiple segments across the industry value chain. Within this sector, numerous companies
adopt a variety of business models. Some provide end users with autonomous driving services
directly, while others offer comprehensive autonomous driving solutions, including technology
and operational support services, to their operation partners. Companies may charge a one-time
fee for the sale or lease of autonomous vehicles, followed by recurring fees based on
autonomous driving services. Additionally, they can charge fees directly to passengers through
their own platforms or in collaboration with go-to-market partners, such as ride-hailing
platforms. See “Business — Our Products and Solutions” for more details regarding WeRide’s
business model.
INDUSTRY OVERVIEW
– 209 –


--- page 220 ---
Becoming a successful autonomous driving company requires not only advanced
technology but also robust technological support and deep collaborations across the industry
value chain. This includes strong partnerships in the upstream sector with key component
providers, as well as OEM collaborations such as those seen with Geely and Y utong, which
provide deep customization and adaptation for robotaxis and robobuses. From a software
development perspective, it is crucial to have substantial infrastructure capabilities that can
significantly enhance development efficiency. Furthermore, downstream operational
proficiency is essential, along with deep cooperation with ride-sharing platforms to directly
reach billions of end users. Such comprehensive strategies ensure that companies can deliver
efficient, reliable, and scalable autonomous driving services while maintaining a competitive
edge in the market.
Illustrative Value Chain for Robotaxi Sector
Key Component Providers
Processing hardware
Adaptation
OEM Partners
Customization
LiDAR
Millimeter-wave radar
Ultrasonic radar
Data & machine learning toolchain
…
HD map
L4 Autonomous Driving Company
Advanced AD algorithm
Software and hardware technology
Technology infrastructure
Operational know-how
Operation Partners
& Ride-sharing Platforms
End Users
At the Core of the Value Chain
Vehicle platform
co-development
Component sales
Autonomous
driving services
Solution sales &
operation services
to reach billions of end users
Source: CIC Report
Note:
* “Operational partners” in the above diagram include mobility platforms and automobile leasing and financing
companies who hold assets
While L4 autonomous driving companies hold a pivotal position within the value chain,
only a select few have successfully forged comprehensive partnerships across it. Leading
companies like WeRide have created a full-service platform in the industry that provides
autonomous vehicles and a diverse array of L4 autonomous driving value chain services from
data toolchains to proprietary ride-sharing mobile applications. Such a full-service platform is
not only beneficial to the development and growth of all stakeholders in the industry, but also
positions the leading L4 technology companies with significant bargaining power. Such firms
are uniquely positioned to explore innovative business models, including partnerships with
operation partners, enabling direct access to billions of end users and the potential for a
revenue-sharing model that drives sustainable growth.
INDUSTRY OVERVIEW
– 210 –


--- page 221 ---
The below chart sets forth the service coverage of stakeholders for L4 technology
companies with commercial deployment of robotaxis:
Company
OEM
Partners
Operation
Partners
Ride-sharing
Platforms End Users
WeRide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H20844/H20844/H20844/H20844
Company E (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H20844X /H20844/H20844
Company A (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H20844/H20844/H20844/H20844
Company D (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H20844XX /H20844
Notes:
* As of the Latest Practicable Date
(1) Company E is a China-based Nasdaq-listed autonomous driving company.
(2) Company A is a U.S.-based privately-held autonomous driving company.
(3) Company D is a China-based Nasdaq-listed company that develops driverless vehicles, among other
businesses.
Comparison of Global L4 Robotaxi Companies
The competitive landscape for L4 autonomous driving is rapidly evolving, characterized
by intense rivalry among several key players competing for dominance in this transformative
sector. L4 companies are not only pushing technological boundaries but also innovating their
business models to reshape urban mobility on a global scale. Despite the advancements made
by other competitors, WeRide remains a unique competitor. To date, it is the sole provider with
a unified platform that is both highly scalable and transformative, effectively addressing
various urban lifestyle and travel needs. This innovative platform not only integrates various
vehicle types but also delivers extensive functionality, interconnectivity, and simplicity,
catering to city planners and sharing economy platforms alike.
Notably, the robotaxi sector is expected to advance towards extensive commercialization
in the near future. As operational efficiencies rapidly improve and unit economics turn positive,
the robotaxi model stands ready for rapid and widespread deployment. Current market leaders,
such as WeRide, are expected to maintain their leadership positions and compete for larger
market shares in the robotaxi industry. The successful deployment of robotaxis will enable
Level 4 autonomous driving companies to gather valuable data and refine their products and
solutions, thereby enhancing efficiency and reducing costs. As these improvements
accumulate, they foster a virtuous cycle that supports faster expansion and adoption of
robotaxis across different regions and markets.
Our market share was 12.2% in terms of global L4 robotaxi revenue in 2024. The
following table presents the comparison of WeRide and other top players in global L4
autonomous driving industry focusing on robotaxi sector.
INDUSTRY OVERVIEW
–2 1 1–


--- page 222 ---
Comparison of WeRide with Other Global L4 Autonomous Driving Companies
with Robotaxi Operation
WeRide Company E (1) Company A (2) Company D (3)
Offerings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Robotaxi
 Robobus
 Robovan
 Robosweeper
 ADAS
 Robotaxi
 Robotruck
 ADAS
 Robotaxi
 Robo logistics
vehicle
 Robotaxi
Fleet size (robotaxi)
* /H1118/H1118/H1118/H1118/H1118~400 ~250 ~800 ~2,300
Countries for operation
(robotaxi) ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
4111
Cities for operation
(robotaxi) ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
5431 6
Start of public robotaxi
operation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2019 2021 2020 2021
No regulatory discipline ** /H1118/H1118/H20844 XXX
Market share in terms of
international robotaxi
revenue, %, 2024
*** /H1118/H1118/H1118/H1118
~10 ~2 ~88 ~0
Notes:
* As of December 31, 2024. “Fleet size” refers to the number of L4 and above vehicles, and is frequently used
as an industry benchmark, according to CIC. It includes both (i) the accumulated sales volume and (ii) the
current size for self-operated L4 and above vehicles.
** As of the Latest Practicable Date.
*** The market share for each competitor is calculated by dividing their revenue generated from robotaxi
excluding China by the total revenue of the non-China robotaxi market.
(1) Company E is a China-based Nasdaq-listed autonomous driving company.
(2) Company A is a U.S.-based privately-held autonomous driving company.
(3) Company D is a China-based Nasdaq-listed company that develops driverless vehicles, among other
businesses.
Key Challenges Associated with Robotaxis Deployment and Commercialization
 Technology. Autonomous driving is difficult technologically and challenging to reliably
deliver in real world settings, due to limited off-the-shelf commercial solutions, shortage
of high-quality and properly annotated data, suboptimal hardware and software design
and integration, and the lack of reliability, connectivity and coverage of corner cases.
These challenges call for custom-built infrastructure that can handle training,
development and deployment of L4 solutions, as well as solutions that can enable and
monitor the operations of vehicles in a variety of road conditions and environments.
INDUSTRY OVERVIEW
– 212 –


--- page 223 ---
 Safety. Safety is of paramount importance to autonomous driving companies, not only
because any mistake can lead to severe consequences, but also because consumers and the
public are much less tolerant towards machine errors than human errors. As such, it’s far
from enough for autonomous driving systems to be just safer than average human driver,
they must function flawlessly. However, factors such as unusual behaviors from other
vehicles, unexpected road conditions, and difficulties in precise localization can make it
extremely challenging for autonomous driving companies to maintain a perfect safety
record.
 Consumer acceptance. As access to robotaxis increases and more people have the
opportunity to experience them firsthand, comfort levels are generally rising. However,
many consumers still have concerns about safety, reliability, and the technology’s ability
to handle complex driving scenarios. In addition, skepticism may persist among those
who have not yet experienced robotaxis or other autonomous driving vehicles, leading to
hesitation in embracing this new mode of transportation.
 Regulatory support. The advancement of autonomous driving technology faces
significant challenges related to regulatory support, primarily due to a fragmented
regulatory landscape. Different regions and countries have varying laws and regulations
governing autonomous driving vehicles, which complicates the development and
deployment of these technologies on a global scale. In addition, the differing priorities of
stakeholders, including manufacturers, local governments, and safety advocates, create
further complexities as each group may have unique concerns and objectives. While
receptivity to autonomous driving is increasing among regulators and policymakers, it
often lags behind the rapid pace of technological advancements. This disconnect can lead
to uncertainty for developers and hinder the timely introduction of innovative solutions.
 Scaling. Scaling up a robotaxi operation is challenging, as it requires not only
technological advancements but also operational expertise. Fundamentally different from
traditional cars and taxis, robotaxis require the integration of advanced technology and
systems not found in traditional vehicles. Efficient market entry can benefit from
standardized deployment and operational procedures, which can only be developed
through extensive real-world operational experience. In addition, the operation of
robotaxis requires a robust and scalable supporting infrastructure, including maintenance
facilities, charging stations, service operations, and more.
INDUSTRY OVERVIEW
– 213 –


--- page 224 ---
Key Growth Drivers for Robotaxi Deployment and Commercialization
 Robust technology that has been tested in real-world conditions and is continually
advancing. Significant advancements have been achieved in autonomous driving
technologies, including improvements in sensor technology, AI, machine learning, and
vehicle-to-everything communication. However, autonomous driving, especially at L4
and above, remains in relatively early stages and has not yet been tested extensively in
real-world conditions. Real-world testing is essential for validating and building
confidence in the safety and efficiency of robotaxis. In addition, ongoing technological
advancements are crucial for addressing the complexities of real-world driving scenarios
and enabling robotaxis to adapt to diverse environments effectively.
 Growing public confidence and acceptance of autonomous driving. Growing public
confidence and acceptance of autonomous driving is a crucial driver for the growth of the
robotaxi industry. As more individuals experience robotaxis, more real-world data will be
generated and used to further enhance the development and functionality of these
vehicles. Moreover, increased public confidence in autonomous driving will encourage
the establishment of infrastructure that supports this technology and the making of
favorable governmental policies relating to autonomous driving. These, in turn, will
accelerate the transition toward a future where autonomous driving becomes a standard
mode of transportation.
 A proactive stance from regulators to explore innovative policies and expand
operational regions. A proactive regulatory approach is essential for the growth of the
robotaxi industry, particularly as it differs significantly from traditional vehicle operation.
Existing regulations based on conventional driving may not effectively address the unique
challenges of autonomous vehicles. Therefore, regulators should collaborate closely with
industry experts to gain a comprehensive understanding of autonomous driving
technology and develop forward-thinking policies. As innovation in autonomous driving
accelerates, regulations often lag behind, risking stifling progress. By establishing a
cohesive regulatory framework across regions and standardizing regulations, authorities
can create a supportive environment for the development and deployment of autonomous
vehicles, enhancing public safety and fostering innovation in this transformative sector.
 Expanding ecosystem that encompasses fleet management, maintenance, financing and
insurance services. Fleet management, maintenance, financing, and insurance services
are essential for the growth of the robotaxis industry. Fleet management improves
operational efficiency by optimizing vehicle performance and enabling real-time
monitoring. Maintenance services utilize advanced diagnostics and predictive
technologies to minimize downtime and keep vehicles in optimal condition. Tailored
financing options make autonomous vehicles more accessible to businesses and
consumers, while the insurance sector adapts to address unique risks associated with
autonomous driving technologies. Collectively, these services can facilitate a smoother
transition to widespread adoption of autonomous vehicles.
INDUSTRY OVERVIEW
– 214 –


--- page 225 ---
 Consumer platforms rather than OEMs will drive proliferation of L4 . Consumer
platforms, such as the ride-hailing service provider, are expected to play a crucial role in
the proliferation of L4 autonomous vehicles, rather than traditional OEMs. By freeing
human drivers from the responsibilities of driving, L4 technology is ideally positioned to
enable consumer platforms to reduce cost and complexity in driver management, crossing
a key barrier to rapid growth. This shift is particularly relevant for sharing economy
platforms, which stand to benefit immensely from the efficiencies and cost reductions
associated with autonomous driving capabilities.
Favorable Regulatory Initiatives for Robotaxi
The increasing awareness of the various benefits of autonomous driving has accelerated
the making of favorable governmental policies relating to the autonomous driving technology
and industry development around the world.
Take China as an example, as early as in 2017, regulations were issued in Beijing to
regulate the road testing of autonomous driving vehicles. In 2020, the Guangzhou Municipal
Government issued the first driverless test permit in China, pioneering in the road test of
robotaxi. In November 2021, Beijing led the issuing of permits allowing paid robotaxi service,
marking a watershed moment for robotaxi from testing to the start of commercial operation. In
2023, the Ministry of Transport of China issued draft guidelines that encourage the use of
autonomous cars in taxi services under certain conditions, in a move to help accelerate the
commercialization of autonomous vehicles. The guidelines also established corresponding
safety and supervision management systems, providing a policy framework for the further
promotion of robotaxis and ensuring their large-scale commercialization progresses smoothly
and within legal and regulatory boundaries.
OVERVIEW OF GLOBAL L4 AUTONOMOUS DRIVING MARKET FOR OTHER USE
CASES
In addition to robotaxi, L4 technology also powers buses, intra-city and inter-city
logistics vehicles, sweepers, other industrial and urban service vehicles and other passenger
vehicles. Use cases in public utilities and industrial settings such as robobus and robosweeper
are expected to commercialize on a large scale starting from 2025.
 Robobus. Robobus, expected to be one of the earliest commercial applications of
autonomous driving due to its largely pre-determined routes, began deployment in
closed environments in 2018, expanded to open roads in 2020, and achieved
driverless L4 operation in 2021. The global robobus market is below US$0.1 billion
by 2024, growing to US$47 billion by 2030 and US$123 billion by 2035. Robobus
addresses the pressing shortage of bus drivers, a significant challenge for public
transportation worldwide, as evidenced by a 7% unfilled position rate for bus and
coach drivers in Europe in 2021. With the ability to operate safely and driverless for
extended hours, robobus presents an ideal solution to these issues, enhancing public
transit options for city dwellers facing an aging workforce in this sector.
INDUSTRY OVERVIEW
– 215 –


--- page 226 ---
Global Competitive Landscape of Robobus, 2024
Ranking Company
Market share in terms
of revenue
(%)
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WeRide ~36
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company F (1) ~32
3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company G (2) ~14
Notes:
(1) Company F is a China-based privately held autonomous driving company.
(2) Company G is a China-based privately held autonomous driving company.
 Robo logistics vehicles. The global market for robo logistics vehicles is US$0.17
billion in 2024 and expected to reach US$746 billion by 2030 and US$4,656 billion
by 2035. Due to their technical similarities with robotaxis and robobuses, together
with ready hardware and favorable regulations, robo logistics vehicles have been
commercialized for intra-city use since 2022, primarily on pre-determined routes
from distribution centers to sub-centers. By 2035, the global intra-city transportation
market is anticipated to reach above US$1,685 billion. The adoption of L4 intra-city
robo logistics vehicles is expected to reduce overall operating costs by 40%,
decreasing from around US$34 thousand per year for traditional vehicles to around
US$20 thousand per year for robo logistics vehicles in China by 2025.
Global Competitive Landscape of Robovan, 2024
*
Ranking Company
Market share in terms
of revenue
(%)
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company B (1) ~62
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company H (2) ~26
3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WeRide ~9
4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company I (3) ~1
Notes:
* Robovan refers to robologistic vehicles mainly operating on city roads.
(1) Company B is a China-based privately-held autonomous driving company.
(2) Company H is an autonomous driving business unit of a public company.
(3) Company I is a China-based privately-held autonomous driving company.
INDUSTRY OVERVIEW
– 216 –


--- page 227 ---
 Robosweepers. Robosweepers can replace human labor in city sanitation, operating
efficiently all day and in all weather conditions while reducing costs. The global
robosweeper market was US$0.2 billion in 2024, and is expected to grow to US$60
billion by 2030 and to US$200 billion by 2035. Street sanitation is labor-intensive
and poses health and safety risks, as workers often face long hours in dangerous
environments, including busy roadways. With a shortage of street sanitation workers
becoming increasingly urgent, robosweepers provide a solution by operating
autonomously and safely in various conditions, thereby alleviating the burden on
human workers and enhancing overall sanitation efficiency.
Global Competitive Landscape of Robosweeper, 2024
*
Ranking Company Market share
(%)
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company C (1) ~41
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WeRide ~32
3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Company J (2) ~27
Notes:
* The market share for each competitor is calculated by dividing their revenue generated from
robosweeper on city main roads by the total revenue of the robosweeper market on city roads.
(1) Company C is a China-based privately-held L4 autonomous driving company.
(2) Company J is a China-based privately-held autonomous driving technology company.
 Other autonomous driving applications. Autonomous driving vehicles can be
applied in various utilities and industrial services, such as factory and port logistics,
airport transportation, mining, and last-mile delivery, and their technology can also
be adapted for passenger vehicles. The global market size for these applications is
projected to grow from US$0.5 billion in 2024 to US$24 billion by 2030 and to
US$127 billion by 2035.
OVERVIEW OF GLOBAL ADAS MARKET
The number of new vehicles equipped with L2-L3 capabilities globally is expected to
increase from 37 million units in 2024, to 76 million units by 2030, and further to 109 million
units by 2035. An increased number of new energy vehicle OEMs have made ADAS
functionality standard across their models, and the Over-the-Air, or OTA, based ADAS
functions have become a new focus for revenue growth for some OEMs. With the increasingly
common adoption of ADAS, traditional OEMs and Tier 1 suppliers recognize the value of
autonomous driving functionalities on their products. Providers of ADAS can achieve
commercialization by licensing software and technology to OEMs for mass production
vehicles, which helps OEMs achieve higher safety standards and bring enhanced driving
experience to consumers.
INDUSTRY OVERVIEW
– 217 –


--- page 228 ---
The ADAS market presents a massive addressable opportunity, demonstrating significant
potential for consistent and meaningful growth. The expansion of this market is driven by a
growing demand for automated driving systems that offer monitoring, warning, braking, and
steering assistance. This surge in demand is fueled by increased public and regulatory interest
in safety applications designed to protect drivers and prevent accidents. As technology
becomes more integrated into vehicles, aligning with consumer preferences for enhanced safety
features and government regulations, ADAS has become an essential component of modern
vehicles.
Success in the ADAS market largely depends on collaboration with OEMs, who are
crucial for integrating these technologies into their products and influencing consumer
adoption. While advancements in ADAS are substantial, the transition to L4 autonomous
driving remains a distant prospect due to technological and regulatory challenges. Current
ADAS technologies primarily serve as driver assistance tools, with a focus on enhancing safety
and the driving experience rather than fully automating driving tasks. As OEMs respond to
market and regulatory pressures, they will continue to play a critical role in shaping the
evolution of ADAS toward more intelligent vehicle systems.
Market Size of Global L2-L3 ADAS, 2022-2035E
2022
US$ billion CAGR 2024-2030E
L2-L3 shipment 20% 17%
2030E-2035E
2023 2024 2025E 2030E
8.5
25.0
30.1
36.3
88.8
193.4
2035E
Source: CIC Report; interviews with expert participants, government statistics, listed companies’ public filings, news
INDUSTRY OVERVIEW
– 218 –


--- page 229 ---
Competitive Advantages of Early Movers
Early movers in the market possess significant advantages over new entrants. The
autonomous driving industry has a number of significant entry barriers which protect the early
movers:
 Existing international presence. Early movers who establish operations across
different countries and regions gain significant competitive advantages. By entering
international markets early, these companies not only shape industry standards and
influence regulatory frameworks but also accumulate diverse data crucial for
refining AI algorithms across varied driving conditions. This global presence and
data advantage enable them to optimize their technologies more effectively, leading
to enhanced safety features, improved system reliability and greater consumer trust,
which are critical in scaling operations and securing market leadership.
 High technological barrier. Development of autonomous driving technology would
require extensive time, resources and superior knowledge. In addition, the
intellectual properties that are at the core of major players’ businesses in the
autonomous driving industry are usually held in the form of proprietary trade secrets
rather than patents, making it difficult for new entrants to benefit from early movers’
industry know-how. There is no shortcut in the autonomous driving industry for new
entrants. Moreover, the inherent shortage in top technology leaders and R&D
engineers means only a handful of leading industry participants will have the human
resources required to achieve success.
 Accumulation of massive data and operation mileage. L4 autonomous driving
vehicles must be operated under real road conditions to accumulate meaningful data
for training and upgrading of the system. Sufficient driving hours and mileage are
required for corner cases to take place, the resolution of which helps avoid
potentially serious accidents. The massive amount of multi-sensor fusion data and
mileage accumulated by early movers create a formidable competitive moat.
 Economies of scale. Leveraging their extensive industry know-how, early movers
are more likely to be able to establish a universal and scalable technology platform
that can be quickly adapted to different use cases. This strategic advantage not only
accelerates the development and deployment of new products, but also significantly
reduces costs in algorithms and hardware as compared with their competitors’,
which in turn allows early movers to offer more matured products at competitive
pricing.
 Ecosystem partners and local expertise. Successful commercialization would
require close cooperation with OEMs, Tier 1 suppliers and other business partners.
Early movers can establish and benefit from these important partnerships early on,
whereas new entrants will find it more difficult to replicate the success of earlier
entrants.
INDUSTRY OVERVIEW
– 219 –


--- page 230 ---
These entry barriers are inter-related and together formed a self-reinforcing cycle. As a
result, the competitive advantages of the industry pioneers are expected to become even
stronger, continuing to bolster their market positions in technology and commercialization.
SOURCE OF INDUSTRY INFORMATION
We commissioned CIC to conduct research on, provide an analysis of, and to produce the
CIC Report on the autonomous driving industry in China and globally. CIC is an independent
market research and consulting company that provides industry consulting services,
commercial due diligence, and strategic consulting services to both institutional investors and
corporations.
We have agreed to pay RMB400,000 to CIC for the preparation of the CIC Report. CIC
conducted both primary and secondary research. Primary research involved interviewing key
industry experts and leading industry participants. Secondary research involved analyzing data
from publicly available data sources, such as National Bureau of Statistics of China and public
disclosure by relevant industry players, among others.
CIC’s projection on the market sizes of the above-mentioned industries in China are based
on the following assumptions: (i) the overall global social, economic and political environment
is expected to maintain a stable trend over the next decade; (ii) related key industry drivers are
likely to continue propelling growth in these industries in China during the forecast period; and
(iii) there are no extreme force majeure events or industry regulation changes which may
dramatically or fundamentally affect the market situation. Our Directors confirm that, after
making reasonable enquiries, there has been no adverse change in the market information since
the date of the CIC Report that may qualify, contradict or have a material impact on the
information in this section.
INDUSTRY OVERVIEW
– 220 –


--- page 231 ---
This section sets forth a summary of the most significant rules and regulations of
mainland China and elsewhere that affect our business activities and the rights of our
Shareholders to receive dividends and other distributions from us.
REGULATIONS IN MAINLAND CHINA
Regulations Relating to Corporation
All companies established in the PRC are subject to the Company Law of the People’ s
Republic of China (), or the Company Law, which was lastly
amended on December 29, 2023, and came into effect on July 1, 2024. The Company Law
provides for the establishment, corporate structure, and corporate management of companies,
which also applies to foreign-invested enterprises. Where laws relating to foreign investment
provide otherwise, such stipulations shall apply. The main amendments of the Company Law
involve strengthening the responsibilities of controlling shareholders, directors, and
management personnel, and stipulating that the subscribed capital contributions should be fully
paid by the shareholder(s) within five years from the date of incorporation according to its
articles of association. On July 1, 2024, the State Council promulgated the Provisions on
Implementation of the Registered Capital Management System under the Company Law of the
People’ s Republic of China (݄<ج>஝
), which further stipulates that for a company registered for incorporation before June 30,
2024, if the remaining capital contribution period of a limited liability company exceeds five
years as from July 1, 2027, the company shall adjust the remaining capital contribution period
to five years by June 30, 2027, and record the same in its articles of association. The
shareholders shall fully pay the amount of capital contributions they subscribe for within the
adjusted capital contribution period. If a PRC domestic enterprise fails to adjust within the
grace period, it may be subject to an order of rectification or a fine. We are in the process of
completing the full paid-up of all registered capital.
Regulations Relating to Foreign Investment
Investment activities in mainland China by foreign investors are principally regulated by
(i) the Catalog of Industries for Encouraging Foreign Investment (ོᎸ̮ਠҳ༟ପุͦ
፽), or the Encouraging Catalog, (ii) the Special Administrative Measures for Access of
Foreign Investments (݄(૶ఊ)), or the Negative List, each
of which was promulgated and were amended from time to time by the Ministry of Commerce,
or the MOFCOM, and the National Development and Reform Commission, or the NDRC, and
(iii) the Foreign Investment Law of the People’ s Republic of China (ʕശɛ͏΍ձ਷̮ਠҳ
), or the Foreign Investment Law, which was adopted by the National People’s Congress
on March 15, 2019, and became effective on January 1, 2020, as well as their respective
implementation rules and ancillary regulations.
REGULATORY OVERVIEW
– 221 –


--- page 232 ---
Guidance Catalog of Industries for Foreign Investment
The Encouraging Catalog and the Negative List lay out the basic framework governing
foreign investment in mainland China, classifying businesses into three categories, namely the
“encouraged” category, the “restricted” category, and the “prohibited” category, based on the
level of participation allowed to and conditions required of foreign investment.
On October 26, 2022, the MOFCOM and the NDRC released the Catalog of Industries for
Encouraging Foreign Investment (2022 V ersion) ( ོᎸ̮ਠҳ༟ପุͦ፽(2022و)),
which became effective on January 1, 2023, and replaced the previous Encouraging Catalog.
On September 6, 2024, the MOFCOM and the NDRC released the Special Administrative
Measures for Access of Foreign Investments (2024 V ersion) (݄(ࠋ
૶ఊ)(2024و)), or the Negative List 2024, which became effective on November 1,
2024, and replaced the previous Negative List. Any industry not listed on the Negative List
2024, including autonomous driving, is a permitted industry and generally accessible to foreign
investment unless specifically prohibited or restricted by any PRC laws or regulations. Our
PRC subsidiaries do not engage in any business activities that are prohibited or restricted for
foreign investment under the Negative List 2024.
The Foreign Investment Law
The Foreign Investment Law is formulated to further expand the opening-up of the
Chinese economy, vigorously promote foreign investment, and safeguard the legitimate rights
and interests of foreign investors. According to the Foreign Investment Law, foreign
investment means any foreign investor’s direct or indirect investment in mainland China,
including (i) establishing foreign-invested enterprises, or FIEs, in mainland China either
individually or jointly with other investors; (ii) obtaining stock shares, stock equity, property
shares or other similar interests in Chinese domestic enterprises; (iii) investing in new projects
in mainland China either individually or jointly with other investors; and (iv) making
investment through other means provided by laws, administrative regulations or by the State
Council. Foreign investments are entitled to pre-entry national treatment and are subject to the
Negative List. The pre-entry national treatment means that the treatment accorded to foreign
investors and their investments at the stage of investment access is not lower than that of
domestic investors and their investments. The State implements special administrative
procedures for access to foreign investment in specific fields and foreign investors shall not
invest in any prohibited fields stipulated in the Negative List and shall meet the conditions
stipulated in the Negative List before investing in any restricted fields.
The investment, earnings, and other legitimate rights and interests of a foreign investor
within the territory of mainland China shall be protected in accordance with the law, and all
national policies supporting the development of enterprises shall apply equally to FIEs. The
State guarantees that FIEs are able to participate in the formulation of standards in an equal
manner and in government procurement activities through fair competition in accordance with
the law. The State shall not expropriate any foreign investment except under special
circumstances. The State may levy or expropriate the investment of foreign investors in
REGULATORY OVERVIEW
– 222 –


--- page 233 ---
accordance with the law for public interest. The expropriation and requisition shall follow legal
procedures and timely and reasonable compensation shall be given. In carrying out business
activities, FIEs shall comply with applicable rules and regulations on labor protection, social
insurance, tax, accounting, foreign exchange and other matters prescribed by law.
The Wholly Foreign-Owned Enterprises Law of the People’ s Republic of China (ʕശ
), together with the Law of the People’ s Republic of China on
Sino-Foreign Equity Joint V entures () and the Law of
the People’ s Republic of China on Sino-Foreign Cooperative Joint V entures (ʕശɛ͏΍ձ
) were abolished on January 1, 2020. The organization arrangement
structure and activities of FIEs have since been governed by the Company Law and the
Partnership Enterprise Law of the People’ s Republic of China (ʕശɛ͏΍ձ਷ΥྫΆุ
). FIEs established before the implementation of the Foreign Investment Law may retain
the original forms of business organization within five years after the implementation of the
Foreign Investment Law.
On December 26, 2019, the State Council promulgated the Implementation Regulations
on the Foreign Investment Law (ૢԷ), which came into
effect on January 1, 2020, and further requires that FIEs and domestic enterprises be treated
equally with respect to policy making and implementation in accordance with the law. Pursuant
to the Implementation Regulations on the Foreign Investment Law, if an existing FIE fails to
change its original form of business organization in accordance with the Foreign Investment
Law by January 1, 2025, the relevant market regulatory departments will cease to process any
registration in respect of such enterprise and may publish information relating to its
non-compliance with the Foreign Investment Law.
On December 30, 2019, the MOFCOM and the SAMR jointly issued the Measures for
Reporting of Foreign Investment Information (), or the Foreign
Investment Information Measures, which came into effect on January 1, 2020, and replaced the
Interim Administrative Measures for the Record-filing of the Establishment and Modification
of Foreign-invested Enterprises (). Starting
from January 1, 2020, foreign investors and FIEs in the PRC shall submit information relating
to their investment through the Enterprise Registration System and the National Enterprise
Credit Information Publicity System established by the SAMR by submitting initial reports of
establishment, reports on changes, reports on termination and annual reports in accordance
with the Foreign Investment Information Measures. Where a foreign investor or an FIE fails
to submit any required information or fails to make any correction or resubmission where
directed by the competent authority, it may be subject to a fine of up to RMB300,000 (or
RMB500,000 in the event of serious violations).
REGULATORY OVERVIEW
– 223 –


--- page 234 ---
Security Review Relating to Foreign Investment
On December 19, 2020, the NDRC and the MOFCOM jointly promulgated the Measures
on the Security Review of Foreign Investment () which took effect
on January 18, 2021, and set forth provisions on security review concerning foreign
investment, including the types of investments subject to such review and the scopes and
procedures of such review. The Office of the Working Mechanism, jointly led by the NDRC and
the MOFCOM, has been established under the NDRC to undertake routine security review
work relating to foreign investment. Foreign investors or other relevant parties shall
proactively declare information relating to their proposed foreign investment transactions to
the Office of the Working Mechanism before carrying out such transaction if (i) it is in sectors
related to national defense and security, such as arms and arms related industries, or in
geographic locations in close proximity of military facilities or defense-related industries
facilities; or (ii) (a) it involves sectors critical to national security, such as critical agricultural
products, critical energy and resources, critical equipment manufacturing, critical
infrastructure, critical transportation services, critical cultural products and services, critical
information technology and internet products and services, critical financial services and key
technologies, and (b) will result in the foreign investor acquiring control over the investee
enterprise. A foreign investor is deemed to have “control” over an investee enterprise if (i) the
foreign investor holds 50% or more of the equity interests in the enterprise, (ii) has significant
influence in the investee enterprise either at the board or the shareholder level by virtue of its
voting power even if it holds less than 50% of the equity interests, or (iii) it is otherwise able
to exert significant influence over the enterprise’s business decisions, human resources, finance
and technology. While we are not and have not been subject to the requirement of security
review, we may in the future pursue potential strategic acquisitions which may require us to
comply with the requirements of the above-mentioned rules.
REGULATIONS RELATING TO V ALUE-ADDED TELECOMMUNICATIONS
SERVICES
Foreign Investment in Value-Added Telecommunications
Foreign direct investment in telecommunications companies in mainland China is
regulated by the Administrative Provisions of Foreign-Invested Telecommunications
Enterprises (), or the FITE Regulation, which was issued by
the State Council on December 11, 2001, and most recently amended on March 29, 2022. The
FITE Regulation stipulates that a foreign-invested telecommunications enterprise in the PRC,
or the FITE, refers to an enterprise legally established by a foreign investor within the territory
of the PRC to operate telecommunications business. Under the FITE Regulation and in
accordance with WTO-related agreements, unless otherwise stipulated by the State, the foreign
party investing in an FITE that engages in value-added telecommunications services may hold
up to 50% of the ultimate equity interests of the FITE. An FITE shall apply for a
telecommunications business license from the Ministry of Industry and Information
Technology, or the MIIT, upon completion of its registration with the competent market
supervisory authority. The relevant PRC authorities retain considerable discretion in granting
REGULATORY OVERVIEW
– 224 –


--- page 235 ---
such approvals. Furthermore, a foreign party investing in e-commerce business, as a type of
value-added telecommunications services, has been allowed to hold up to 100% of the equity
interests of an FITE based on the Circular of the Ministry of Industry and Information
Technology on Removing the Restrictions on Shareholding Ratio Held by Foreign Investors in
Online Data Processing and Transaction Processing (Operating E-commerce) Business (ʈ
ஈଣุਕ (຾ᐄᗳཥɿਠਕ )ஷ
ѓ) issued on June 19, 2015 and the current effective Catalogue of Telecommunications
Services, or the Telecom Catalog.
On July 13, 2006, the Ministry of Information Industry of the PRC, or the MII (which is
the predecessor of the MIIT) promulgated the Notice of the Ministry of Information Industry
on Strengthening the Administration of Foreign Investment in V alue-added
Telecommunications Services (ஷ
), or the MII Notice, which reiterates certain requirements of the FITE Regulation and
strengthens the administrative authority of the MII. Under the MII Notice, if a foreign investor
intends to invest in value-added telecommunications businesses in mainland China, it shall
establish an FITE which shall apply for the relevant telecommunications business licenses. In
addition, a domestic company that holds a license for the provision of value-added
telecommunications services is prohibited from leasing, transferring or selling the license to
foreign investors in any form, and from providing any assistance, including providing
resources, sites or facilities, to foreign investors to allow the latter to conduct value-added
telecommunications businesses in mainland China against the law. Trademarks and domain
names that are used in the provision of value-added telecommunications services must be
owned by the license holder or its shareholders. The MII Notice also requires that each
value-added telecommunications service license holder must have appropriate facilities for its
approved business operations and to maintain such facilities in the business regions covered by
its license. The value-added telecommunications services license holder shall implement
measures to safeguard its network and information, establish an administrative system to
protect information security, set up procedures for the handling of emergencies relating to
network and information security and designate responsibilities and allocation liabilities with
respect to information security.
Telecommunications Regulations
The Telecommunications Regulations of the People’ s Republic of China (ʕശɛ͏΍ձ
ૢԷ), or the Telecom Regulations, promulgated on September 25, 2000, and most
recently amended on February 6, 2016, is the primary law governing telecommunications
services and sets out the general framework for the provision of telecommunications services
by PRC companies. The Telecom Regulations require that telecommunications service
providers obtain operating licenses prior to commencing operations. The Telecom Regulations
draw a distinction between basic telecommunications services and value-added
telecommunications services. Based on the Telecom Catalog (ุਕʱᗳͦ፽)
promulgated by the MII on February 21, 2003, and most recently amended by the MIIT on June
6, 2019, “internet information services” and “online data processing and transaction
processing” are identified as value-added telecommunications services.
REGULATORY OVERVIEW
– 225 –


--- page 236 ---
On July 3, 2017, the MIIT issued the revised Administrative Measures for the Licensing
of Telecommunications Business (), or the Telecom License
Measures, which became effective on September 1, 2017, to supplement the Telecom
Regulations. The Telecom License Measures require that an operator of value-added
telecommunications services shall obtain a value-added telecommunications business
operating license from the MIIT or its provincial-level counterparts. The term of a value-added
telecommunications business license is five years and is subject to annual inspection.
Pursuant to the Administrative Measures on Internet Information Services (ࢹڦ
), promulgated by the State Council on September 25, 2000, and most recently
amended on December 6, 2024, “internet information services” refer to the provision of
information through the internet to online users, and can be categorized into “commercial
internet information services” and “non-commercial internet information services.” A
commercial operator of internet content provision services must obtain a value-added
telecommunications business operating license, or the ICP License, for the provision of
internet information services from the appropriate telecommunications authorities. The ICP
License is however not required if the operator will only provide internet information on a
non-commercial basis.
Regulations on Mobile Internet Applications
We conduct online ride-hailing services mainly through WeRide Go , the mobile
application owned and operated by our subsidiary. As a result, we may be subject to PRC law
in respect of mobile internet applications.
On June 28, 2016, the CAC promulgated the Administrative Provisions on Mobile
Internet Application Information Services (), or
the Mobile Application Administrative Provisions, which was subsequently amended on June
14, 2022 and took effect on August 1, 2022. Pursuant to the Mobile Application Administrative
Provisions, a “mobile internet app” refers to an app that runs on mobile smart devices
providing information services. “Mobile internet app providers” refers to the owners or
operators of mobile internet apps. Pursuant to the Mobile Application Administrative
Provisions, a provider of mobile internet app who provides information releasing service,
instant messaging service or any other services must verify a user’s mobile phone number,
identity number, unified social credit code or other identity information. Mobile internet app
providers shall process personal information by following the principles of lawfulness,
legitimacy, necessity, and good faith, have clear and reasonable purposes, disclose protocols
relating to the processing of personal information, comply with the relevant provisions on the
scope of necessary personal information, regulate personal information processing activities,
take necessary measures to safeguard the security of personal information, and shall not force
users to consent to the processing of personal information for any reason, or refuse to provide
basic functional services to users on the ground that such users fail to agree to provide personal
information that is unnecessary.
REGULATORY OVERVIEW
– 226 –


--- page 237 ---
On December 16, 2016, the MIIT promulgated the Interim Measures on the
Administration of Pre-Installation and Distribution of Applications for Mobile Smart Terminals
(), or the Interim Measures, which came
into effect on July 1, 2017. The Interim Measures aims to enhance the administration of mobile
apps, and requires, among others, that mobile phone manufacturers and internet information
service providers must ensure that a mobile app, as well as its ancillary resource files,
configuration files and user data can be uninstalled by a user conveniently, unless it is a basic
function software. “Basic function software” refers to software that supports the standard
functioning of the hardware and operating system of a mobile smart device.
REGULATIONS RELATING TO AUTONOMOUS DRIVING VEHICLES
The MIIT, the MPS, and the MOT issued the Circular on the Norms on Administration
of Road Testing of Autonomous Driving V ehicles (Trial Implementation) (౽ঐၣᑌӛԓ༸༩
಻༊၍ଣ஝ᇍ(༊Б)) on April 3, 2018, or the Road Testing Circular, which became effective
on May 1, 2018 and is the primary regulation governing the road testing of autonomous driving
vehicles in the PRC. Pursuant to the Road Testing Circular, any entity intending to conduct a
road testing of autonomous driving vehicles must apply for and obtain a road-testing certificate
and a temporary license plate for each vehicle to be tested. To qualify for these required
licenses, an applicant entity must satisfy applicable requirements set forth in the Road Testing
Circular and comply with applicable rules and conditions during testing.
On December 20, 2020, the MOT promulgated the Guiding Opinions on Promoting
the Development and Application of Road Transport Autonomous Driving Technologies (ʹ
ኬจԈ), which clarified the
development goal of the application of autonomous driving technology in road transportation.
Specifically, (i) by 2025, the research on the basic theory of autonomous driving has made
positive progress, and key technologies such as road infrastructure intelligence, vehicle-road
collaboration and product research and development and test verification have made important
breakthroughs, (ii) a number of basic and key standards for autonomous driving have been
issued, and (iii) a number of national autonomous driving test bases and pilot application
demonstration projects have been built to realize large-scale application in some scenarios and
promote the industrialization of autonomous driving technology.
On July 27, 2021, the MIIT, the MPS, and the MOT issued the Circular on the Norms on
Administration of Road Testing and Demonstrative Application of Autonomous Driving
V ehicles (Trial Implementation) (౽ঐၣᑌӛԓ༸༩಻༊ၾͪᇍᏐ͜၍ଣ஝ᇍ(༊Б)), or
the Road Testing and Demonstrative Application Circular, which replaced the Road Testing
Circular. According to the Road Testing and Demonstrative Application Circular, a subject for
road testing refers to an entity that applies for and organizes a road test for autonomous driving
vehicles, and which shall bear corresponding liabilities. A subject for road testing must meet
the following requirements: (i) it must be an independent legal entity registered within the
territory of mainland China; (ii) it must possess the relevant business capacity, such as the
capacity to carry out the manufacturing of automobiles and parts thereof, technological
research and development, or experiments and tests; (iii) it must have sufficient capacity to pay
REGULATORY OVERVIEW
– 227 –


--- page 238 ---
civil compensatory damages that may arise from potential personal injuries and property losses
caused by road tests; (iv) it must have a set of rules to evaluate the testing of self-driving
functions; (v) it must have the ability to conduct real-time and remote monitoring of testing
vehicles; (vi) it must have the ability to record, analyze and replay events during the road
testing; (vii) it must have the ability to safeguard the network security of testing vehicles and
the remote monitoring platform; and (viii) other conditions stipulated by laws, administrative
regulations and rules. Prior to conducting a road test, a subject for road tests shall ensure that
the testing vehicle (i) has undergone sufficient field tests in specific locations such as a testing
area (site), (ii) complies with applicable national and industry standards and specifications,
testing requirements issued by competent authorities of the provincial or municipal
government as well as the evaluation rules of the subject for road tests, and (iii) meets the
conditions for road tests. After confirmation is received from the competent authorities, the
subject for road tests shall apply to the traffic management department for a temporary car
number plate for the testing vehicle. Once a temporary car number plate expires, the subject
for road tests may apply for a new temporary car number plate by providing the self-declaration
regarding the safety of tested vehicles, which is still within the validity period. Several local
governments, such as in Shenzhen, Wuhan, Guangzhou, Zhengzhou, Nanjing, Qionghai, Wuxi,
Dalian, Suzhou, Ordos, Qingdao, and Beijing, have additionally issued or applied local rules
and regulations to regulate road testing of autonomous driving cars.
On July 30, 2021, the MIIT promulgated the Opinions on Strengthening the Management
of Intelligent Networked V ehicle Manufacturing Enterprises and Product Admission (̋
จԈ), or the Opinion, which provide that
enterprises should strengthen data security management ability and network security guarantee
ability, as well as strengthen management ability and ensure product production consistency.
Moreover, enterprises should strengthen product management: (i) Enterprises should strictly
perform the obligation of informing. Where the enterprise produces automobile products with
driving assistance and autonomous driving functions, it shall clearly inform the vehicle
functions and performance limits, driver responsibilities, human-computer interaction
equipment indication information, function activation and exit methods and conditions, and
more; (ii) Enterprises should strengthen the safety management of combined driving assistance
products; (iii) Enterprises should strengthen the safety management of autonomous driving
function products; and (iv) Enterprises ensure reliable space-time information services.
On June 30, 2022, the Standing Committee of the Shenzhen Municipal People’s Congress
issued the Regulations on the Administration of Intelligent Connected V ehicles in Shenzhen
Special Economic Zone (ଉέ຾᏶तਜ౽ঐၣᑌӛԓ၍ଣૢԷ), which came into effect on
August 1, 2022. Pursuant to the foregoing regulation, intelligent connected vehicles can be sold
after being listed in the national automobile product catalog or the Shenzhen intelligent
connected vehicle product catalog, and getting access by the industry and information
technology authorities; intelligent connected vehicles can be driven on the road after
registration with the traffic management department of the public security authority, with the
permission of the transportation department, intelligent connected vehicles can engage in road
transport business.
REGULATORY OVERVIEW
– 228 –


--- page 239 ---
On November 17, 2023, the MIIT, the MPS, the MOT, and the Ministry of Housing and
Urban-Rural Development of the PRC jointly issued the Notice regarding the Pilot
Implementation of Intelligent Connected V ehicle Access (ɝձɪ༩
) which came into effect on the same day. Such notice applies to (i) the
product access pilot for intelligent connected vehicle products equipped with autonomous
driving functions and (ii) the intelligent connected vehicles that have gained access to carry out
road access pilots in restricted areas. To carry out the product access pilot, the applicant must
first obtain confirmation from the MIIT and the MPS. They must also pass tests and safety
assessments supervised by provincial authorities and city government departments where the
vehicles operate. Only then can they submit the application for product access to the MIIT.
Additionally, the applicant must purchase insurance for the vehicle and complete the
registration process.
On November 21, 2023, the MOT issued the Service Guidelines on Transportation Safety
for Autonomous Driving V ehicles (for Trial Implementation) (ܸ
ی(༊Б)), which came into effect on the same day. Such service guidelines regulate the use
of autonomous driving vehicles to engage in various types of transportation operations on
different roadways, and specify the specific scenarios and conditions applicable to the use of
autonomous driving vehicles in different transportation operations. According to the service
guidelines, autonomous driving transportation operators must register, obtain the
corresponding business licenses, and meet specific insurance requirements for certain
operations. Among which, operators of taxi passenger transport (ride-hailing service) and road
passenger transport shall maintain the carrier liability insurance in accordance with the laws.
The operators need to comply with relevant standards and regulations, including vehicle
registration, obtaining necessary documents, providing traffic accident liability insurance, and
meeting specific safety technology standards for certain operations. Autonomous driving
vehicles need to be equipped with appropriate safety and security personnel. Relevant authority
will strengthen daily supervision and inspection of autonomous driving vehicle transportation
activities, and require the operators to rectify any significant safety issues that arise. Operators
must report to the competent authorities if they find any technical defect, hidden danger and
problem of the autonomous driving vehicles.
On December 31, 2024, the Standing Committee of the Beijing Municipal People’s
Congress issued the Regulations of Beijing Municipality on autonomous vehicle (̏ԯ̹І
ਗቷትӛԓૢԷ), which came into effect on April 1, 2025. Pursuant to the foregoing
regulation, enterprises related to autonomous vehicles that need to test autonomous driving
functions in this city can apply for road testing activities. If the road testing activities have
been completed and meet the specified conditions, and it is necessary to test the application
scenarios of people and vehicles, demonstration application activities can be applied for.
On February 25, 2025, the MIIT, the SAMR jointly issued the Notice on Further
Strengthening the Administration of the Market Access, Recall and Online Software Upgrading
of Intelligent Connected Automobiles (ɝe̜Ϋʿழ
), which came into effect on the same day. Such notice implements
the Opinion and other relevant regulations, to further improve the management of access and
recall of intelligent connected vehicle products equipped with combined driving assistance
systems and Over-The-Air technology, or the OTA upgrade, and to regulate the activities of
automobile production enterprises with OTA upgrade.
REGULATORY OVERVIEW
– 229 –


--- page 240 ---
REGULATIONS RELATING TO URBAN SOLID W ASTE SERVICES
On August 10, 1993, the Ministry of Construction (which was the predecessor of Ministry
of Housing and Urban-Rural Development of the PRC) promulgated the Measures for the
Management of Urban Solid Waste (), which was recently amended
on May 4, 2015. According to the Measures for the Management of Urban Solid Waste,
enterprises that engage in commercial cleaning, collection and transportation of urban solid
waste shall obtain a license for the service of commercial cleaning, collecting and transporting
urban solid waste. Currently, Wenyuan Guangzhou and two of its subsidiaries hold the licenses
for the service of cleaning, collecting and transporting urban solid waste.
REGULATIONS RELATING TO ONLINE RIDE-HAILING SERVICES
On July 9, 2014, the General Office of the MOT promulgated the Notice on Promoting the
Orderly Development of Online Taxi-Hailing Services by Mobile Phone Software (ආ
), which, among others: (i) requires local
transportation authorities to strengthen market supervision over mobile-based online taxi-
hailing services offered through mobile phones to protect the legitimate rights and interests of
all parties involved; (ii) encourages mobile-based online taxi-hailing service providers to take
advantage of their strengths, enhance order management, optimize order dispatch rules,
improve standard of service and participate in the establishment of taxi service management
information platform and technological transformation; and (iii) requires local transportation
authorities to accelerate the establishment and improvement of taxi-service management
information systems.
On July 27, 2016, the MOT, the MIIT, the MPS, the MOFCOM, the SAMR and the CAC
jointly promulgated the Interim Measures for the Management of Online Ride-Hailing
Operation and Service (), which was latest
amended and became effective on November 30, 2022, to regulate the business activities of
online ride-hailing services, and ensure the operational safety for passengers. Before carrying
out online ride-hailing services, an online ride-hailing service platform company shall obtain
the permit for online ride-hailing business and complete the record filing of internet
information services at the provincial communications administration authorities of the place
of its registration.
We conduct online ride-hailing services primarily through WeRide Go and we have
obtained the permit for online ride-hailing business and completed the applicable record filing
for internet information services as of the date of this prospectus.
On September 30, 2014, the MOT promulgated the Provisions on the Administration of
Cruising Taxi Operating Services (), or the Cruising Taxi
Administration Provisions, which was mostly recently amended on August 11, 2021. The
Cruising Taxi Administration Provisions provides that (i) “cruising taxi online hailing
services” refer to provision of cruising taxi operating services at the time and location
designated by the passengers through means of telecommunications or the internet; (ii)
platforms providing cruising online taxi-hailing services shall provide round-the-clock services
REGULATORY OVERVIEW
– 230 –


--- page 241 ---
and dispatch taxis in accordance with the requirements of the passengers; and (iii) cruising taxi
drivers shall arrive at such location and time in accordance with the requirements of the
passengers in a timely manner, communicate with online taxi hailing service providers or
passengers when the passengers fail to show up at the agreed location on time, and provide a
confirmation to online taxi hailing service providers when the passengers are onboard. The
Cruising Taxi Administration Provisions further provide that cruising online taxi hailing
services shall be carried out at different locations based on the actual condition so as to
establish and improve an online taxi hailing service management system. Cruising taxi
operators are also required to establish or connect to an online taxi hailing service platform
based on actual conditions to provide online taxi hailing services.
On September 7, 2021, the General Office of the MOT promulgated the Notice on
Maintaining a Fair Competition Market Order and Accelerating the Compliance of Online
Ride-Hailing (), which requires
competent transportation authorities to strengthen their supervision and enforcement, including
to strictly regulate their enforcement efforts and to use comprehensive means to crack down on
illegal online ride-hailing operations. Online ride-hailing platforms that offer access to
non-compliant vehicles and drivers must be investigated and dealt with in accordance with
applicable laws and regulations, and the results of such investigation shall be reported to the
MOT.
On November 28, 2016, the People’s Government of Guangzhou Municipality
promulgated the Interim Measures for the Administration of Online Taxi-Hailing Services in
Guangzhou (), or the Guangzhou Online
Taxi-Hailing Measures, which became effective on the same date and amended on November
14, 2019. The Guangzhou Online Taxi-Hailing Measures regulate online-hailing activities and
provide for the supervision and administration of online-hailing services in Guangzhou.
Pursuant to the Guangzhou Online Taxi-Hailing Measures, online-hailing platforms shall
obtain the corresponding online-hailing business license in accordance with applicable laws
and regulations and enter into a labor contract or agreement with drivers connected to its
platform to specify the rights and obligations of both parties.
REGULATIONS RELATING TO SURVEYING AND MAPPING SERVICES
On December 28, 1992, the SCNPC promulgated the Surveying and Mapping Law of the
People’ s Republic of China (), or the Surveying and Mapping Law,
which was last amended on April 27, 2017 and became effective on July 1, 2017. According
to the Surveying and Mapping Law, entities that engage in surveying and mapping activities
shall meet specific requirements and obtain the necessary qualification certificates of
surveying and mapping for corresponding grades. Any entity that engages in surveying and
mapping activities without relevant qualification certificate shall be ordered to stop the illegal
behavior, and be deprived of unlawful gains as well as surveying and mapping work products.
In addition, the entity shall be subject to a fine of not less than the amount of, but not more
than twice the amount of, the illegal gains from its surveying and mapping activities. In the
event of a serious violation, the surveying and mapping tools shall be confiscated. Any foreign
entity or individual engaging in surveying and mapping activities without approval or without
REGULATORY OVERVIEW
– 231 –


--- page 242 ---
cooperation with relevant PRC department or entity, the foreign entity or individual shall be
ordered to stop the illegal behavior, and be deprived of unlawful gains, surveying and mapping
work products as well as tools. In addition, the foreign entity or individual shall be subject to
a fine of RMB100,000 to RMB500,000. In the event of a serious violation, the foreign entity
or individual shall be subject to a fine of RMB500,000 to RMB1,000,000 and shall be ordered
to leave the country within a specified period or expelled from the country. If constituting a
crime, the foreign entity or individual shall be investigated for criminal liability in accordance
with applicable laws.
Pursuant to the Administrative Rules of Surveying Qualification Certificate (಻ᖭ༟ሯ
), as most recently amended by the Ministry of Natural Resources of the People’s
Republic of China, or the MNR, effective from July 1, 2021, entities conducting surveying and
mapping activities in the territory of China, as well as other territorial sea under the jurisdiction
of China, shall obtain a Surveying and Mapping Qualification Certificate, and conduct
surveying and mapping activities within the specialized categories and restricted scope
permitted by their Surveying and Mapping Qualification Certificate. The specialized categories
of Surveying and Mapping Qualification Certificate include, among others, internet map
services. Pursuant to the Notice on Further Strengthening the Administration of Internet Map
Services Qualification () issued by
the National Administration of Surveying, Mapping and Geo-information on December 23,
2011, internet map services cannot be provided by any entity without a Surveying and Mapping
Qualification Certificate with respect to internet map services. According to the Provisions on
the Administration of Examination of Maps () most recently amended
by the MNR on July 24, 2019, an enterprise must first apply for the approval of the relevant
regulatory authorities, subject only to limited exceptions, if it intends to engage in any of the
following activities: (i) the publication, display, production, posting, import or export of any
map or any product attached with a map; (ii) the re-publication, re-display, re-production,
re-posting, re-import or re-export of any map, or any product attached with a map whose
content has been changed after its initial approval; and (iii) the publication, display or posting
outside China of any map or any product attached with a map. An operator of internet map is
required to file any content update relating to its map with the relevant regulatory authorities
semi-annually and to reapply for a new approval of the map when the two-year term of the
existing approval expires.
Pursuant to the Notice of the Ministry of Natural Resources on Promoting the
Development of Intelligent Connected V ehicles and Maintaining the Security of Surveying,
Mapping and Geoinformation (τ
) promulgated by the MNR on August 25, 2022, after an intelligent connected
vehicle is being equipped with a satellite navigation positioning receiving module, inertial
measurement unit, camera, laser radar and other sensors, its activities of collecting, storing,
transmitting and processing geographic information data such as spatial coordinates, images,
point clouds and attributing information of vehicles and surrounding road facilities during
operation, service and road testing will be considered as surveying and mapping activities
under the Surveying and Mapping Law. Furthermore, any vehicle manufacturer, service
provider or smart driving software provider that needs to engage in the collection, storage,
REGULATORY OVERVIEW
– 232 –


--- page 243 ---
transmission and processing of geographic information data shall obtain the corresponding
qualification for surveying and mapping in accordance with the law or entrust an agency with
the corresponding qualification for surveying and mapping to carry out the corresponding
surveying and mapping activities if it is a domestic enterprise; in the case of a foreign-invested
enterprise, it shall entrust an agency with the corresponding qualification for surveying and
mapping to carry out the corresponding surveying and mapping activities, and the entrusted
agency shall undertake the collection, storage, transmission and processing of geographic
information and any other businesses, and to provide geographic information services and
support for such foreign-invested enterprise.
On July 26, 2024, the MNR promulgated The Notice of the Ministry of Natural Resources
on Strengthening the Administration of Surveying, Mapping and Geoinformation Security
Relating to Intelligent Connected V ehicles (̋੶౽ঐၣᑌӛԓϞᗫ಻ᖭήଣ
), emphasized various related matters, including the requirement of
conducting surveying and mapping activities related to intelligent connected vehicles in
accordance with the law, strengthening the management of surveying and mapping activities
involving intelligent connected vehicles, strictly managing confidential and sensitive
geographic information data, strictly reviewing electronic navigation maps, implementing the
requirements for the storage of geoinformation data and cross-border transfer of such data,
strengthening the regulation of geoinformation security, encouraging the exploration of
geographic information security application, etc.
REGULATIONS RELATING TO CYBERSECURITY AND DATA SECURITY
The Decision Regarding the Protection of Cybersecurity (ࡰ
), enacted by the SCNPC, on December 28, 2000 and amended
on August 27, 2009, provides, among other things, that the following activities conducted
through the internet, if constituting a crime under PRC laws, are subject to criminal
punishment: (i) hacking into a computer or system of strategic importance; (ii) intentionally
inventing and spreading destructive programs such as computer viruses to attack computer
systems and communications networks, and damaging computer systems and the
communications networks; (iii) violation of national regulations or discontinuing computer
network or communications services without authorization; (iv) disseminating politically
disruptive information or divulging state secrets; (v) spreading false commercial information;
or (vi) infringing on intellectual property rights.
On June 22, 2007, the MPS, the National Administration of State Secrets Protection and
other governmental authorities jointly promulgated the Administrative Measures for the
Graded Protection of Information Security (), or the Measures
for the Graded Protection, effective from June 22, 2007, pursuant to which, graded protection
of the state information security shall follow the principle of “independent grading and
independent protection”. The Measures for the Graded Protection stipulate that the security
protection grade of an information system may be classified into five grades. For an
information system determined to be Grade II or above, its operator shall make the record filing
with relevant public security departments.
REGULATORY OVERVIEW
– 233 –


--- page 244 ---
According to the Cybersecurity Law of the People’ s Republic of China (ʕശɛ͏΍ձ
), or the Cybersecurity Law, which was promulgated by the SCNPC on
November 7, 2016 and became effective on June 1, 2017, and other related laws and
regulations, network service providers are required to take measures to safeguard cybersecurity
by complying with cybersecurity obligations, formulating cybersecurity emergency response
plans, and providing technical assistance and support to public security and national security
authorities. Failure to comply with such laws and regulations may subject the network service
providers to administrative penalties including, without limitation, fines, suspension of
business operation, shutdown of business websites, revocation of licenses as well as criminal
liabilities. The Cybersecurity Law applies to the construction, operation, maintenance and use
of the network as well as the supervision and administration of cybersecurity within the
territory of China. Due to the operation of WeRide Go , the remote cockpit management system
and the autonomous driving vehicle operation management platform, we may be deemed as a
network service provider and be subject to the aforementioned regulations. On March 28, 2025,
the CAC released the Cybersecurity Law of the People’s Republic of China (Draft Amendment
for Comment) (ج(ΎϣᅄӋจԈᇃ)), which makes
amendments on certain legal liabilities prescribed in the Cybersecurity Law. It proposes to
enhance penalties for general violation of certain security protection obligations and introduces
fines of up to RMB10 million for conducts that cause particularly serious consequences
endangering cybersecurity. The period for public comments ended on April 27, 2025, and there
is no timetable as to when the draft will be enacted.
After the release of the Cybersecurity Law, on May 2, 2017, the CAC issued the Measures
for Security Reviews of Network Products and Services (Trial) (፬
ج(༊Б)) which was later replaced by the Cybersecurity Review Measures (ݟ
). The Cybersecurity Review Measures was promulgated by the CAC and other relevant
authorities on April 13, 2020 and most recently amended on December 28, 2021 (such
amendment became effective on February 15, 2022). The Cybersecurity Review Measures
establish the basic framework and principle for national security reviews of network products
and services. Pursuant to the Cybersecurity Review Measures, in addition to critical
information infrastructure operators purchasing network products or services that affect or may
affect national security, any “online platform operators” controlling personal information of
more than one million users which seeks to list on a foreign stock exchange should also be
subject to cybersecurity review. Government authorities may initiate a cybersecurity review
against an online platform operator if such authorities believe that the network products or
services or data processing activities of such operator affect or may affect national security.
On July 30, 2021, the State Council promulgated the Regulations on Protection of Critical
Information Infrastructure (ᚐૢԷ) which took effect on
September 1, 2021, and pursuant to which, “critical information infrastructures” is defined to
mean critical network facilities and information systems involved in important industries and
sectors, such as public communication and information services, energy, transportation, water
conservancy, finance, public services, governmental digital services, science and technology
related to national defense industry, as well as those which may seriously endanger national
security, national economy, livelihood of citizens, or public interests if any damage is suffered
REGULATORY OVERVIEW
– 234 –


--- page 245 ---
or caused to malfunction, or if any leakage of data in relation thereto occurs. Pursuant to these
regulations, the relevant governmental authorities are responsible for stipulating rules for the
identification of critical information infrastructures with reference to several factors set forth
in the regulations, and further identifying critical information infrastructure operators in the
related industries in accordance with such rules. The relevant authorities shall also notify any
operator if it is identified as a critical information infrastructure operator. As of the date of this
prospectus, we have not been informed as a critical information infrastructure operator by any
government authorities.
On June 10, 2021, the SCNPC promulgated the Data Security Law of the People’ s
Republic of China () or the Data Security Law, which took
effect on September 1, 2021. The Data Security Law provides for data security and privacy
obligations on entities and individuals carrying out data-related activities. The Data Security
Law also introduces a data classification and hierarchical protection system based on the
importance of the data with respect to economic and social development, as well as the degree
of harm that will result on national security, public interests, or legitimate rights and interests
of individuals or organizations if such data is tampered with, destroyed, leaked, or illegally
acquired or used. The appropriate level of protection measures is required to be taken for each
respective category of data. For example, a processor of important data shall have designated
personnel and a management body responsible for data security, carry out risk assessments for
its data processing activities and file its risk assessment reports with the competent authorities.
In addition, the Data Security Law sets out a national security review procedure applicable to
data processing activities that affect or may affect national security and imposes restrictions on
the export of certain data.
According to the Several Provisions on V ehicle Data Security Management (Trial
Implementation) (֛(༊Б)) promulgated on August 16, 2021 by
the CAC, the NDRC, the MIIT, the MPS, and the MOT, which became effective on October 1,
2021, the processing of vehicle data by a vehicle data processor must comply with certain basic
principles such as lawfulness and appropriateness, and must be conducted in a way directly
relevant to the design, manufacturing, sale, use, operation or maintenance of a vehicle. Where
the processing of any vehicle data is carried out using the internet or any other information
network, a hierarchical cybersecurity protection scheme shall be implemented to strengthen the
protection of vehicle data and obligations relating to data security must be discharged in
accordance with applicable laws.
On September 15, 2021, the MIIT issued the Notice of the Ministry of Industry and
Information Technology on Strengthening the Cybersecurity and Data Security of the Internet
of V ehicles (), which
became effective on the same day. The notice requires relevant enterprises to fulfill their
primary responsibility for security, comprehensively strengthen safety protection, especially
the security safeguards for intelligent connected vehicles and Internet of V ehicles network
facilities. Additionally, it mandates enhanced security management and data security protection
for the Internet of V ehicles service platforms, including data classification and grading
management, improvement of data security technical safeguards, standardization of data
REGULATORY OVERVIEW
– 235 –


--- page 246 ---
development, utilization, and sharing, as well as reinforcement of data export security
management. Furthermore, the notice emphasizes the importance of accelerating the
construction of security standards for the Internet of V ehicles and encourages relevant
enterprises and social organizations to formulate enterprise standards and group standards that
exceed national or industry standards.
On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of
Cross-border Data Transfer (), or the Security Assessment
Measures, which took effect on September 1, 2022. The Security Assessment Measures
regulate the security assessment of important data and personal information collected and
generated within the territory of mainland China and transferred overseas by a data processor
during its operation. According to the Security Assessment Measures, where a data processor
transfers data overseas under any of the following circumstances, it shall apply to the relevant
provincial department of the CAC for a security assessment: (i) a data processor transfers
important data overseas; (ii) a critical information infrastructure operator transfers personal
information overseas; (iii) a data processor processing personal information of more than one
million individuals transfers personal information overseas; (iv) a data processor having, since
January 1 of the previous year, cumulatively transferred overseas personal information of
100,000 individuals, or sensitive personal information of 10,000 individuals; or (v) other
circumstances where a security assessment for outbound data transfer is required by the CAC.
Before applying for a security assessment for the proposed outbound data transfer, a data
processor shall conduct a self-assessment of the risks involved in such transfer, and the
self-assessment shall focus on the following matters: (i) the lawfulness, legitimacy and
necessity of the purpose, scope and method of the proposed overseas data transfer, and of the
processing of such data by the foreign recipient; (ii) the scale, scope, type and sensitivity of
the outbound data transfer, and the risks to national security, public interest or to the legitimate
rights and interests of individuals or organizations that may be caused by the proposed
outbound data transfer; (iii) the duties and obligations which the foreign recipient undertakes,
and the foreign recipient’s organizational and technical capabilities and measures to perform
such duties and obligations and guarantee the security of the proposed outbound data transfer;
(iv) the risks of the relevant data being tampered with, destroyed, divulged, lost, transferred,
illegally obtained or illegally used during and after the proposed outbound data transfer, and
whether a proper channel is in place to safeguard rights to and interests in personal
information; (v) whether the responsibilities and obligations relating to data security protection
have been fully spelt out in the relevant contracts or other legally binding documents to be
concluded with the foreign recipient; and (vi) other matters that may affect the security of the
proposed outbound data transfer.
REGULATORY OVERVIEW
– 236 –


--- page 247 ---
On December 8, 2022, the MIIT issued the Administrative Measures for Data Security in
the Field of Industry and Information Technology (Trial Implementation) (ʷჯ
ج(༊Б)), or the MIIT Data Security Measures, which took effect on
January 1, 2023. The MIIT Data Security Measures prescribes that data processors in the field
of industry and information technology shall follow the principles of lawfulness and
appropriateness in collecting data. During the data collection process, the data processors shall
take security measures corresponding to and appropriate for the relevant data.
On March 22, 2024, the CAC issued the Provisions on Promoting and Regulating
Cross-border Flow of Data (), or the New Cross-border
Data Flow Provisions, which took effect on the same day. The New Cross-border Data Flow
Provisions state that if there is any conflict with the Security Assessment Measures or the
Measures for the Standard Contract for the Cross-border Transfer of Personal Information
(), the New Cross-border Data Flow Provisions shall prevail.
The New Cross-border Data Flow Provisions set out scenarios under which certain obligations
for the cross-border data transfer are waived, which include, among others, passing the security
assessment of cross-border data transfer, concluding a standard contract for the cross-border
transfer of personal information or passing the personal information protection certification.
On May 10, 2024, the MIIT issued the Implementing Rules for the Risk Assessment of
Data Security in the Field of Industry and Information Technology (Trial Implementation)
(ۆ(༊Б)), which took effect on June 1, 2024.
Such implementing rules apply to data security risk assessment activities conducted by
important data or core data processors in the field of industry and information technology in
China. General data processors may also refer to these rules to conduct data security risk
assessment. The implementing rules establish data security risk assessment mechanisms at both
ministerial and provincial levels, refine assessment obligations of processors of important data
and core data, and clarify the mechanism and procedures for competent industrial authorities
to supervise and administer such assessment activities.
On September 24, 2024, the State Council issued the Regulations on Network Data
Security Management (ၣഖᅰኽτΌ၍ଣૢԷ), or the Network Data Regulations, which
became effective on January 1, 2025. The Network Data Regulations prescribe that network
data processors processing personal information of over 10 million individuals shall fulfill
certain requirements for processing important data and require network data processors to take
certain precautionary measures, such as identifying important data and conducting annual risk
assessment. Furthermore, the Network Data Regulations allow network data processors to
provide personal information overseas only if it is strictly necessary for fulfilling statutory
obligations. The Network Data Regulations also establish certain obligations of online platform
service providers, including offering users an option to turn off personalized recommendations.
REGULATORY OVERVIEW
– 237 –


--- page 248 ---
REGULATIONS RELATING TO PRIV ACY
According to the Provisions on Protection of Personal Information of
Telecommunications and Internet Users (), which
was promulgated by the MIIT on July 16, 2013 and became effective on September 1, 2013,
telecommunications business operators and ICP operators are responsible for the security of
users’ personal information they collect or use in the course of their services.
Telecommunications business operators and ICP operators may not collect or use the personal
information of their users without their consent. Personal information collected or used by
telecommunication business operators or ICP operators in the course of their services must be
kept in strict confidence, and may not be divulged, tampered with or damaged, and may not be
sold or unlawfully provided to others. ICP operators are required to take certain measures to
prevent any divulgence of, damage to, tampering with or loss of personal information
belonging to the users. In accordance with the Cybersecurity Law, network operators are
required to collect and use personal information in compliance with the principles of legality,
appropriateness and necessity, and strictly within the scope of authorization granted by the
subject of the relevant personal information unless otherwise prescribed by laws or regulations.
In the event of any unauthorized disclosure, damage or loss of personal information collected,
network operators must take immediate remedial measures, notify the affected users and report
the incidents to the relevant authorities in a timely manner. If any user becomes aware that a
network operator collects or uses his or her personal information in violation of applicable laws
and regulations or against the terms of any agreement with such user, or if the personal
information collected or stored is inaccurate or wrong, the user has the right to request the
network operator to delete or correct the relevant information.
Pursuant to the Announcement of Conducting Special Supervision against the Illegal
Collection and Use of Personal Information by Apps (࢝Appɛ
ʮѓ), which was jointly issued by the Office of the Central Cyberspace
Affairs Commission, the MIIT, the MPS and the SAMR on January 23, 2019, app operators
should collect and use personal information in compliance with the Cybersecurity Law and
should be responsible for the security of personal information obtained from users and take
effective measures to step up the protection of personal information. Furthermore, app
operators should not force their users to grant authorization by means of bundling, suspending
installation or in any other default forms and should not collect personal information in
violation of laws or regulations or in breach of any agreement with users. The importance of
the foregoing regulatory requirements is repeated under the Notice on the Special Rectification
of Apps Infringing upon User’ s Personal Rights and Interests (࢝App
) issued by MIIT on October 31, 2019. On November 28,
2019, the CAC, the MIIT, the MPS and the SAMR jointly issued the Methods of Identifying
Illegal Acts of Apps to Collect and Use Personal Information (Appڦ
). This regulation illustrates various illegal practices commonly adopted by
apps operators with respect to personal information protection, including “the failure to publish
rules on the collection and use of personal information,” “the failure to expressly state the
purpose, manner and scope for the collection and use of personal information,” “the collection
and use of personal information without consent,” “the collection of personal information that
REGULATORY OVERVIEW
– 238 –


--- page 249 ---
is irrelevant to the services provided by the relevant app and in violation of the principle of
necessity,” “the provision of personal information to others without users’ consent,” “the
failure to allow deletion or correction of personal information as required by laws” and “the
failure to publish relevant information such as relating to complaint filing or reporting.” Any
of the following acts by an app operator will, amongst others, constitutes the “collection and
use of personal information without the consent of users”: (i) collecting the personal
information or activating the authorization for the collection of personal information without
obtaining the consent of the relevant user; (ii) collecting the personal information or activating
the authorization for the collection of personal information of any user who explicitly denies
collection, or repeatedly soliciting such user’s consent in a way that disrupts his/her normal use
of the relevant app; (iii) the personal information collected or the authorization for the
collection of personal information activated by the app operator exceeds the scope authorized
by the user; (iv) seeking user consent in a non-explicit manner; (v) modifying user settings with
respect to the activation of the authorization for the collection of personal information without
such user’s consent; (vi) pushing information that is directed at a user based on his/her personal
information and algorithms, without providing an opt-out option; (vii) misleading users to
authorize the collection of their personal information or activating the authorization for the
collection of personal information by improper methods such as fraud and deception; (viii)
failing to provide users with the means and methods to withdraw their authorization for the
collection of personal information; and (ix) collecting and using personal information in
violation of the rules published by the app operator.
On August 20, 2021, the SCNPC issued the Personal Information Protection Law of the
People’ s Republic of China (), or the Personal
Information Protection Law, which took effect on November 1, 2021. The law integrates
previously scattered rules with respect to personal information rights and privacy protection.
According to the Personal Information Protection Law, personal information refers to
information related to identified or identifiable natural persons which is recorded by electronic
and other means (excluding anonymized information). The Personal Information Protection
Law applies to the processing of personal information within mainland China, as well as
certain personal information processing activities outside China, including those for the
provision of products and services to natural persons within mainland China or for the analysis
and assessment of acts of natural persons within mainland China. It also stipulates certain
specific provisions with respect to the obligations of a personal information processor. We
update our privacy policies from time to time to meet the latest regulatory requirements of PRC
government authorities and adopt technical measures to protect data and ensure cybersecurity
in a systematic way. Nonetheless, the Personal Information Protection Law elevates the
protection requirements for personal information processing, and many specific requirements
of this law remain to be clarified by the CAC, other regulatory authorities, and courts in
practice. We may be required to make further adjustments to our business practices to comply
with the personal information protection laws and regulations.
REGULATORY OVERVIEW
– 239 –


--- page 250 ---
On February 22, 2023, the CAC issued the Measures for the Standard Contract for the
Cross-border Transfer of Personal Information (), which took
effect on June 1, 2023. Such measures clarify the scope of application of the standard contract,
which refers to cross-border transfers of personal information that meet certain scale standards
and are conducted by personal information processors who are not operators of critical
information infrastructure. The measures also outline the requirements for the conclusion and
filing of the standard contract, which provides operational guidance for the cross-border
transfer of personal information through filing the standard contract. The measures provide
operational guidance for the cross-border transfer of personal information through filing the
standard contract.
REGULATIONS RELATING TO INTELLECTUAL PROPERTY
China has adopted comprehensive legislation governing intellectual property rights,
including copyrights, trademarks, patents and domain names. China is a signatory to the
primary international conventions on intellectual property rights and has been a member of the
Agreement on Trade Related Aspects of Intellectual Property Rights since its accession to the
World Trade Organization in December 2001.
Copyright
On September 7, 1990, the SCNPC promulgated the Copyright Law of the People’ s
Republic of China (), or the Copyright Law, which was most
recently amended on November 11, 2020. The latest amendment took effect on June 1, 2021
and extends copyright protection to internet activities, products disseminated over the internet
and software products. In addition, there is a voluntary registration system administered by the
Copyright Protection Centre of China. According to the Copyright Law, Chinese citizens, legal
persons and organizations shall own copyright to their copyrightable works, regardless of
whether such works are published or not, which include, among others, works of literature, art,
natural science, social science, engineering technology and computer software. Copyright
owners enjoy certain legal rights, including the right of publication, right of authorship and
right of reproduction. An infringer of copyrights shall be subject to various civil liabilities,
which include ceasing infringement activities, apologizing to the copyright owners and
compensating the loss of copyright owner. An infringer of copyrights may also be subject to
fines and/or administrative or criminal liabilities under certain circumstances.
In order to further implement the Regulations on Computer Software Protection (ၑ
ᚐૢԷ), promulgated by the State Council on June 4, 1991 and most recently
amended on January 30, 2013, the National Copyright Administration issued the Measures for
the Registration of Computer Software Copyright ()o n
February 20, 2002, which specifies detailed procedures and requirements with respect to the
registration of software copyrights.
REGULATORY OVERVIEW
– 240 –


--- page 251 ---
Trademark
According to the Trademark Law of the People’ s Republic of China (ʕശɛ͏΍ձ਷
) promulgated by the SCNPC on August 23, 1982, and most recently amended on
April 23, 2019, the Trademark Office of the State Administration for Industry and Commerce
Authority, or the SAIC, under the State Council is responsible for the registration and
administration of trademarks in mainland China. The SAIC has established a Trademark
Review and Adjudication Board for resolving trademark disputes. Registered trademarks are
valid for ten years from the date the registration is approved. A registrant may apply to renew
a registration within twelve months before the expiration date of the registration. If the
registrant fails to apply in a timely manner, a grace period of six additional months may be
granted. If the registrant fails to apply before the grace period expires, the registered trademark
shall be deregistered. Renewed registrations are valid for ten years. On April 29, 2014, the
State Council issued the revised Implementing Regulations of the Trademark Law of the
People’ s Republic of China (ૢԷ), which specifies the
requirements for the application of trademark registration and renewal.
Patent
According to the Patent Law of the People’ s Republic of China (ʕശɛ͏΍ձ਷ਖ਼л
), or the Patent Law, which was promulgated by the SCNPC on March 12, 1984 and most
recently amended on October 17, 2020 (with such amendment taking effect on June 1, 2021),
and the Implementation Rules of the Patent Law of the People’ s Republic of China (ʕശɛ
), or the Implementation Rules of the Patent Law, promulgated by
the State Council on June 15, 2001 and most recently revised on December 11, 2023, the patent
administrative department under the State Council is responsible for the administration of
patent-related work nationwide and the patent administration departments of the provincial,
autonomous regions or municipal governments are responsible for the administration of patents
within their respective administrative areas. The Patent Law and the Implementation Rules of
the Patent Law provide for three types of patents, namely “inventions,” “utility models” and
“designs”. Invention patents are valid for twenty years, utility model patents are valid for ten
years and design patents are valid for fifteen years, in each case from the date of application.
The Chinese patent system adopts a “first come, first file” principle, which means that where
more than one person files a patent application for the same invention, a patent will be granted
to the person who files the application first. An invention or a utility model must possess
novelty, inventiveness and practical applicability to be patentable. Third parties must obtain
consent or a proper license from the patent owner to use the patent. Otherwise, the
unauthorized use constitutes an infringement on the patent rights.
Domain Names
On August 24, 2017, the MIIT promulgated the Administrative Measures for Internet
Domain Names (), or the Domain Name Measures, which became
effective on November 1, 2017. The Domain Name Measures regulate the registration of
domain names, such as China’s national top-level domain name “.CN.” The China Internet
REGULATORY OVERVIEW
– 241 –


--- page 252 ---
Network Information Center, or the CNNIC, issued the Administrative Regulations for Country
Code Top-Level Domain Name Registration () and Country
Code Top-Level Dispute Resolutions Rules () on June 18,
2019, pursuant to which the CNNIC can authorize a domain name dispute resolution institution
to adjudicate domain name related disputes.
REGULATIONS RELATING TO FOREIGN EXCHANGE
The principal regulations governing foreign currency exchange in mainland China are the
Administrative Regulations on Foreign Exchange of the People’ s Republic of China (ʕശɛ
͏΍ձ਷̮ි၍ଣૢԷ), or the Foreign Exchange Administrative Regulation, which was
promulgated by the State Council on January 29, 1996 and most recently amended on August
1, 2008 (with such amendment taking effect on August 5, 2008), and the Administrative
Regulations on Foreign Exchange Settlement, Sales and Payment (ഐිeਯිʿ˹ි၍ଣ஝
), which was promulgated by the People’s Bank of China on June 20, 1996 and became
effective on July 1, 1996. Under these regulations, payments of current account items, such as
profit distributions and trade and service-related foreign exchange transactions, can be made
in foreign currencies without the prior approval from the State Administration of Foreign
Exchange, or SAFE, so long as the applicable procedural requirements are complied with. By
contrast, the approval of or registration with relevant governmental authorities or designated
banks is required where RMB is to be converted into foreign currency and remitted outside of
China to pay capital account items such as the repayment of foreign currency-denominated
loans, direct investment overseas and investments in securities or derivative products outside
of the PRC. FIEs are permitted to convert their after-tax dividends into foreign exchange and
remit such foreign exchange out of their foreign exchange bank accounts in the PRC.
On March 30, 2015, SAFE promulgated the Notice on Reforming the Administration of
Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises (̮ි၍ଣ҅ᗫ
), or SAFE Circular 19, which took
effect on June 1, 2015 and was further revised in 2019 and 2023. According to SAFE Circular
19, foreign currency capital contribution to an FIE in its capital account may be converted into
RMB on a discretional basis.
On June 9, 2016, the SAFE promulgated the Circular on Reforming and Regulating
Policies on the Management of the Settlement of Foreign Exchange of Capital Accounts (਷
), or SAFE Circular 16, which
was amended on December 4, 2023. SAFE Circular 16 provides for the discretionary foreign
exchange settlement for all domestic institutions. Discretionary foreign exchange settlement
means the foreign exchange capital in the capital account which has been confirmed by
relevant policies to be subject to the discretional foreign exchange settlement (including
foreign exchange capital, foreign loans and funds remitted from the proceeds from the overseas
listing) can be settled at banks based on the actual operational needs of the domestic
institutions. The proportion of discretionary foreign exchange settlement of the foreign
exchange capital is temporarily determined as 100%.
REGULATORY OVERVIEW
– 242 –


--- page 253 ---
Furthermore, SAFE Circular 16 stipulates foreign exchange incomes of capital accounts
shall be utilized by FIEs following the principles of genuineness and self-use and within the
business scope of such enterprises. The foreign exchange incomes of capital accounts and
capital in RMB obtained by an FIE from foreign exchange settlement shall not be used for any
of the following purposes: (i) directly or indirectly for payments outside the business scope of
the FIE or payments prohibited by applicable laws and regulations; (ii) directly or indirectly
for investment in securities or financial schemes other than bank guaranteed products (except
for wealth management products and structured deposits with a risk rating not higher than level
two) unless otherwise provided by applicable laws and regulations; (iii) the granting of loans
to non-affiliated enterprises, unless otherwise permitted by its business scope; and (iv) the
construction or purchase of real estate that is not for self-use (except for enterprises engaged
in real estate development and leasing operations).
Violations of above-mentioned regulations may subject an enterprise to fines and other
administrative liabilities, and even criminal liabilities under severe circumstances.
According to the Notice of the State Administration of Foreign Exchange on Further
Promoting the Convenience of Cross-border Trade and Investment (ආ
), or SAFE Circular 28, which was promulgated by
SAFE on October 23, 2019 and amended on December 4, 2023, a non-investment FIE may use
its capital to carry out domestic equity investment in accordance with the law so long as it does
not violate the negative list and the projects invested are genuine and in compliance with
applicable laws and regulations.
On April 10, 2020, SAFE issued the Notice of the SAFE on Optimizing Foreign Exchange
Administration to Support the Development of Foreign-related Business (̮ි၍ଣ҅ᗫ
), or SAFE Circular 8. SAFE Circular 8 provides
that under the condition that the use of funds is genuine and compliant with current
administrative provisions on use of income relating to capital account, enterprises are allowed
to use income under capital account such as capital funds, foreign debts and overseas listings
for domestic payment, without having to submit materials evidencing the veracity of such
payment to the bank prior to each transaction.
On December 4, 2023, SAFE issued the Notice on Further Deepening the Reform to
Facilitate Cross-border Trade and Investment (л
), pursuant to which qualified enterprises may independently borrow foreign debts
within the limit of the equivalent of US$5 million or US$10 million, depending on their areas
of incorporation.
REGULATIONS RELATING TO DIVIDEND DISTRIBUTIONS
The principal regulations governing distribution of dividends of wholly foreign-owned
enterprises, include the Company Law . Under these regulations, wholly foreign-owned
enterprises in mainland China may pay dividends only out of their accumulated after-tax
profits, if any, determined in accordance with the PRC accounting standards and regulations.
REGULATORY OVERVIEW
– 243 –


--- page 254 ---
In addition, FIEs in the PRC are required to allocate at least 10% of their accumulated profits
each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the
registered capital of the enterprises. These reserves are not distributable as cash dividends.
REGULATIONS RELATING TO FOREIGN DEBTS
A loan made by foreign investors as shareholders in an FIE is considered to be a foreign
debt in the PRC and is regulated by various laws and regulations, including the Foreign
Exchange Administrative Regulation, the Interim Provisions on the Management of Foreign
Debts () which was promulgated by the SAFE, the NDRC and the
Ministry of Finance, or the MOF, on January 8, 2003 effective from March 1, 2003 and further
amended effective from September 1, 2022, and the Administrative Measures for Registration
of Foreign Debts () promulgated by the SAFE on April 28, 2013 and
amended by the Notice of the SAFE on Abolishing and Amending the Normative Documents
Related to the Reform of the Registered Capital Registration System (׵
) on May 4, 2015. Under
these rules, a shareholder loan in the form of foreign debt made to a Chinese entity does not
require the prior approval of the SAFE. However, such foreign debt must be registered with and
recorded by local banks. SAFE Circular 28 provides that a non-financial enterprise in the pilot
areas may register a permitted amount of foreign debts, which is equivalent to twice the
non-financial enterprise’s net assets, at the local foreign exchange bureau. Such non-financial
enterprise may incur foreign debts within the permitted amount and directly handle the relevant
banking procedures without registering each foreign debt. However, the non-financial
enterprise shall report its international income and expenditure regularly.
REGULATIONS RELATING TO OFFSHORE SPECIAL PURPOSE VEHICLES HELD
BY PRC RESIDENTS
The SAFE promulgated the Circular on Printing and Distributing the Provisions on
Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and
the Supporting Documents (Ι೯<֛>˖΁
) on May 10, 2013, which was most recently amended on December 30, 2019 and
specifies that the administration by the SAFE or its local branches over direct investments by
foreign investors in the PRC shall be conducted by way of registration and banks shall process
foreign exchange business relating to direct investments in the PRC based on the registration
information provided by the SAFE and its local branches.
The SAFE promulgated the Notice on Issues Relating to Foreign Exchange
Administration over the Overseas Investment and Financing and Round-trip Investment by
Domestic Residents via Special Purpose V ehicles (ͦ
), or the SAFE Circular 37, on July
4, 2014, which requires PRC residents or entities to register with the SAFE or its local branches
in connection with their establishment or control of an offshore entity established for the
purpose of overseas investment or financing. In addition, such PRC residents or entities must
update their SAFE registrations when a material event occurs with respect to the offshore
REGULATORY OVERVIEW
– 244 –


--- page 255 ---
special purpose vehicle including relating to the change of any basic information (such as
change of such PRC citizens or residents, and name and term of operation), capital increase or
reduction, transfers or exchanges of shares, or mergers or divisions.
The SAFE further enacted the Notice of the State Administration of Foreign Exchange on
Further Simplifying and Improving the Foreign Exchange Management Policies for Direct
Investment (), or the SAFE Circular
13, on February 13, 2015, which was amended on December 30, 2019 by the Circular of the
State Administration of Foreign Exchange on Repealing and Invalidating Five Normative
Documents Concerning Administration of Foreign Exchange and Some Articles of
Seven Normative Documents Concerning Administration of Foreign Exchange (̮ි၍
ࣖ5˖΁ʿ7). SAFE
Circular 13 allows PRC residents or entities to register with qualified banks in connection with
their establishment or control of an offshore entity established for the purpose of overseas
investment or financing. However, remedial registration applications made by PRC residents
who have previously failed to comply with SAFE Circular 37 continue to fall under the
jurisdiction of the relevant local branch of the SAFE. In the event that a PRC shareholder
holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the
mainland China subsidiaries of that special purpose vehicle may be prohibited from
distributing profits to the offshore parent and from carrying out subsequent cross-border
foreign exchange activities, and the special purpose vehicle may be restricted in its ability to
contribute additional capital into its PRC subsidiary.
On January 26, 2017, the SAFE issued the Notice on Improving the Check of Authenticity
and Compliance to Further Promote Foreign Exchange Control (ආɓ
), or the SAFE Circular 3, which stipulates
several capital control measures with respect to the outbound remittance of profit from
domestic entities to offshore entities, including (i) following the principle of genuine
transaction, banks shall examine board resolutions passed for the profit distribution, the
original tax filing records and audited financial statements; and (ii) domestic entities shall
retain income to account for losses incurred in the past years before remitting profits.
Moreover, pursuant to SAFE Circular 3, domestic entities shall provide detailed explanations
regarding the sources of capital and how they will be used, relevant board resolutions, contracts
and other proof when registering an outbound investment or making an outbound remittance.
REGULATIONS RELATING TO SHARE INCENTIVE PLANS
According to the Notice of the State Administration of Foreign Exchange on Issues
Relating to the Foreign Exchange Administration for Domestic Individuals Participating in
Stock Incentive Plan of Overseas Listed Company (ɛਞၾྤ̮
), or the Share Incentive Rules, which was
issued on February 15, 2012, and other related regulations, directors, supervisors, senior
management and other employees who are (i) PRC citizens or non-PRC citizens residing in
mainland China for a continuous period of not less than one year, and (ii) participating in any
share incentive plan of a company listed overseas, subject to certain exceptions, are required
REGULATORY OVERVIEW
– 245 –


--- page 256 ---
to register with the SAFE. All such participants need to authorize a qualified PRC agent, such
as a PRC subsidiary of the company listed overseas, to register with the SAFE and to deal with
foreign exchange matters such as account opening and transfer and settlement of proceeds. The
Share Incentive Rules further require an offshore agent to be designated to take charge over
matters relating to the exercise of share options and sales proceeds for participants of the share
incentive plans. Failure to complete the said SAFE registrations may subject the participating
directors, supervisors, senior management and other employees to fines and other legal
sanctions.
The State Administration of Taxation, or the SA T, has further issued several circulars
concerning employee share options and restricted shares. Under these circulars, employees
working in the PRC who exercise share options or are granted restricted shares will be subject
to PRC individual income tax. The mainland China subsidiaries of a company listed overseas
are required to file documents relating to employee share options and restricted shares with
relevant tax authorities and to withhold individual income tax for employees who exercise their
share options or purchase restricted shares. If an employee fails to pay or the mainland China
subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the
mainland China subsidiaries may face sanctions imposed by the tax authorities or other PRC
governmental authorities.
REGULATIONS RELATING TO TAXATION
Income Tax
According to the Enterprise Income Tax Law of the People’ s Republic of China (ʕശ
), or the EIT Law, which was promulgated on March 16, 2007 and
most recently amended on December 29, 2018, an enterprise established outside the PRC with
de facto management bodies within the PRC is considered a resident enterprise for PRC
enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax
rate on its worldwide income. The Implementing Rules of the Enterprise Income Law of the
People’ s Republic of China (ૢԷ) promulgated on
December 6, 2007, and most recently amended effective from January 20, 2025, or the
Implementing Rules of the EIT Law, defines a de facto management body as a managing body
that in practice exercises “substantial and overall management and control over the production
and operations, personnel, accounting, and properties” of the enterprise. Non-PRC resident
enterprises that do not have any branches in the PRC are required to pay enterprise income tax
on income originating from the PRC at the rate of 10%.
On February 3, 2015, the SA T issued the Announcement on Several Issues Concerning the
Enterprise Income Tax on Indirect Transfer of Assets by Non-Resident Enterprises (ڢ׵
ʮѓ), or the SA T Circular 7, which was
amended in 2017. SA T Circular 7 repeals certain provisions in the Notice of the State
Administration of Taxation on Strengthening the Administration of Enterprise Income Tax on
Income from Equity Transfer by Non-Resident Enterprises (ה
), or SA T Circular 698, issued by the SA T on December 10, 2009
REGULATORY OVERVIEW
– 246 –


--- page 257 ---
and the Announcement on Several Issues Relating to the Administration of Income Tax on
Non-resident Enterprises (ʮѓ) issued by the SA T
on March 28, 2011, and clarifies certain other provisions of SA T Circular 698. SA T Circular
7 sets out a comprehensive guideline relating to, and heightening the Chinese tax authorities’
scrutiny on, indirect transfers by a non-resident enterprise of assets in the PRC, including
assets of organizations and premises in the PRC, immovable property in the PRC, equity
investments in PRC resident enterprises, or the PRC Taxable Assets. For instance, when a
non-resident enterprise transfers equity interests in an overseas holding company that directly
or indirectly holds certain PRC Taxable Assets and if the transfer is believed by the Chinese
tax authorities to have no reasonable commercial purpose other than to evade enterprise income
tax, SA T Circular 7 allows Chinese tax authorities to reclassify the indirect transfer of PRC
Taxable Assets into a direct transfer and therefore impose a 10% enterprise income tax on the
non-resident enterprise. SA T Circular 7 lists several factors to be taken into consideration by
tax authorities in determining if an indirect transfer has a reasonable commercial purpose.
Nonetheless, if the overall arrangement of an indirect transfer satisfies all the following
criteria, such indirect transfer will be deemed to lack a reasonable commercial purpose: (i) 75%
or more of the equity value of the intermediary enterprise being transferred is derived directly
or indirectly from PRC Taxable Assets; (ii) at any time during the one-year period before the
indirect transfer, 90% or more of the asset value of the intermediary enterprise (excluding cash)
is comprised directly or indirectly of investments in the PRC, or during the one-year period
before the indirect transfer, 90% or more of its income is derived directly or indirectly from
the PRC; (iii) the functions performed and risks assumed by the intermediary enterprise and
any of its subsidiaries and branches that directly or indirectly hold the PRC Taxable Assets are
limited and are insufficient to prove their economic substance; and (iv) the foreign tax payable
on the gain derived from the indirect transfer of the PRC Taxable Assets is lower than the
potential PRC tax on the direct transfer of those assets. On the other hand, indirect transfers
falling into the safe harbors provided by SA T Circular 7, including qualified group
restructurings, public market trades and exemptions under tax treaties or arrangements, will not
be subject to PRC tax under SA T Circular 7.
On October 17, 2017, the SA T issued the Announcement on Issues Relating to
Withholding at Source of Income Tax of Non-resident Enterprises (੻೼๕
ʮѓ), or SA T Circular 37, which took effect on December 1, 2017.
Certain provisions of SA T Circular 37 were repealed by the Announcement of the State
Administration of Taxation on Revising Certain Taxation Normative Documents (ҷ௅
ʮѓ) issued by the SA T on June 15, 2018. According to SA T Circular
37, after deducting the equity net value from the equity transfer income, the balance shall be
the taxable income amount for equity transfer income. Equity transfer income means the
consideration collected by the equity transferor from the equity transfer, including various
income in monetary form and non-monetary form. Equity net value means the tax computation
basis for obtaining the said equity. The tax computation basis for equity shall be: (i) the capital
contribution costs actually paid by the equity transferor to a Chinese resident enterprise at the
time of investment and equity participation, or (ii) the equity transfer costs actually paid at the
time of acquisition of such equity to the original transferor of the said equity. Where there is
a reduction or appreciation of value during the equity holding period, and the gains or losses
REGULATORY OVERVIEW
– 247 –


--- page 258 ---
can be confirmed pursuant to the rules of the finance and tax authorities of the State Council,
the equity net value shall be adjusted accordingly. In computing equity transfer income, an
enterprise shall not deduct the amount in the shareholders’ retained earnings, such as
undistributed profits, of the investee enterprise, which may be distributed in accordance with
the said equity. In the event of partial transfer of equity under multiple investments or
acquisitions, the enterprise shall determine the costs corresponding to the transferred equity in
accordance with the transfer ratio, out of all costs of the equity.
Under SA T Circular 7, and the Law of the People’ s Republic of China on the
Administration of Tax Collection () promulgated by the
SCNPC on September 4, 1992 and most recently amended on April 24, 2015, in the case of an
indirect transfer, parities obligated to pay the transfer price to the transferor shall be the
withholding agents. Where the withholding agent fails to withhold, and the transferor does not
discharge its tax liability, the tax authority may impose late payment interest and special tax
adjustment interest (if applicable) on the transferor. In addition, the tax authority may also hold
the withholding agents liable and impose a penalty of between 50% to 300% of the unpaid tax
amount. The penalty imposed on the withholding agents may be reduced or waived if the
withholding agents have submitted the relevant materials in connection with the indirect
transfer to the PRC tax authorities in accordance with SA T Circular 7.
Withholding Tax on Dividend Distribution
The EIT Law prescribes a standard withholding tax rate of 20% on dividends and other
China-sourced income of a non-PRC resident enterprise that has no establishment or place of
business in the PRC, or if the relevant dividends or other China-sourced income are in fact not
associated with any establishment or place of business in the PRC of a non-PRC resident
enterprise. The Implementing Rules of the EIT Law reduced the withholding tax rate from 20%
to 10% and a lower withholding tax rate is applicable if there is a tax treaty between China and
the jurisdiction of the foreign holding company. For example, pursuant to the Arrangement
Between the Mainland of China and the Hong Kong Special Administrative Region for the
Avoidance of Double Taxation on Income (ᅄ೼
τર), or the Double Tax Avoidance Arrangement, and other applicable PRC
laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to
have satisfied the relevant conditions and requirements under the Double Tax Avoidance
Arrangement and other applicable laws, the 10% withholding tax on the dividends that the
Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%
upon the relevant documentations for enjoying the tax treaty benefits are filed with the
competent tax authorities. On the other hand, based on the Notice on Relevant Issues Relating
to the Enforcement of Dividend Provisions in Tax Treaties (ૢಛϞᗫ
) issued on February 20, 2009 by the SA T, if PRC tax authorities determine, at
their discretion, that a company benefits from a reduced income tax rate due to the
implementation of a structure or arrangement that is primarily tax-driven, the preferential tax
treatment may be adjusted. The Announcement of the State Administration of Taxation on
REGULATORY OVERVIEW
– 248 –


--- page 259 ---
Issues concerning “Beneficial Owners” in Tax Treaties (ʕ“Ϟɛ”Ϟᗫ
ʮѓ), which was promulgated by the SA T on February 3, 2018 and took effect on
April 1, 2018, further clarifies the standard of assessment when determining the qualification
of beneficial owner status.
Interest income derived from our subsidiary in Hong Kong from mainland China is
subject to CIT on a withholding basis at a rate of 10%.
Value-added Tax
Pursuant to the Interim Regulations on V alue-Added Tax of the People’ s Republic of China
(೼ᅲБૢԷ), or the Interim Regulations, which was promulgated by
the State Council on December 13, 1993 and most recently amended on November 19, 2017,
and the Implementation Rules for the Interim Regulations on V alue-Added Tax of the People’ s
Republic of China (), which was promulgated by
the MOF and SA T on December 25, 1993 and most recently amended on October 28, 2011,
entities or individuals engaging in the sale of goods, provision of processing services, repairs
and replacement services or importation of goods within the territory of the PRC shall pay
value-added tax, or V A T. Unless provided otherwise, the rate of V A T is 17% on the sale of
goods and 6% on services. On April 4, 2018, MOF and SA T jointly promulgated the Circular
of the Ministry of Finance and the State Administration of Taxation on Adjustment of
V alue-Added Tax Rates (), or Circular
32, according to which (i) for V A T taxable sales and imports of goods that were originally
subject to a V A T rate of 17% and 11%, respectively, the applicable V A T rates shall be adjusted
to 16% and 10%, respectively; (ii) for the purchase of agricultural products that was originally
subject to a V A T rate of 11%, the applicable V A T rate shall be adjusted to 10%; (iii) for the
purchase of agricultural products for the purpose of production and sales or for the processing
of goods under consignment that were originally subject to a V A T rate of 16%, the applicable
V A T rate shall be adjusted to 12%; (iv) for export products that were originally subject to a tax
rate of 17% and export tax refund rate of 17%, the export tax refund rate shall be adjusted to
16%; and (v) for export products and cross-border taxable acts that were originally subject to
a tax rate of 11% and export tax refund rate of 11%, the export tax refund rate shall be adjusted
to 10%. Circular 32 became effective on May 1, 2018, and shall supersede all previous
provisions which are inconsistent with Circular 32. On December 25, 2024, the SCNPC
promulgated the V alue-Added Tax Law of the People’ s Republic of China (ʕശɛ͏΍ձ਷
), which will become effective on January 1, 2026 and the Interim Regulations will
be abolished.
Since November 16, 2011, the MOF and the SA T have implemented the Pilot Plan for
Imposition of V alue-Added Tax to Replace Business Tax (), or
the V A T Pilot Plan, which imposes V A T in lieu of business tax for certain “modern service
industries” in certain regions initially and is eventually expanded to apply nation-wide in 2013.
According to the Implementation Rules for the Pilot Plan for Imposition of V alue-Added Tax
to Replace Business Tax () released by the MOF and the
SA T in relation to the V A T Pilot Plan, the “modern service industries” include research,
REGULATORY OVERVIEW
– 249 –


--- page 260 ---
development and technology services, information technology services, cultural innovation
services, logistics support, lease of corporeal properties, attestation and consulting services.
The Notice of the Ministry of Finance and the State Taxation Administration on
Comprehensively Promoting the Pilot Plan of the Conversion of Business Tax to V alue-Added
Tax (), which was
promulgated on March 23, 2016 and most recently amended on March 20, 2019, sets out that
V A T in lieu of business tax be collected in all regions and industries.
On March 20, 2019, the MOF, the SA T and the General Administration of Customs jointly
promulgated the Announcement on Relevant Policies for Deepening V alue-Added Tax Reform
(ʮѓ), which became effective on April 1, 2019, and
provides that (i) with respect to V A T taxable sales and import of goods, the applicable tax rates
shall be adjusted from 16% and 10% respectively, to 13% and 9%, respectively; (ii) with
respect to the purchase of agricultural products, the applicable tax rates shall be adjusted from
10% to 9%; (iii) with respect to the purchase of agricultural products for the purpose of
production or processing of goods under consignment, the applicable tax rates shall be adjusted
from 13% to 10%; (iv) with respect to the export of goods and services that was originally
subject to tax rate of 16% and export tax refund rate of 16%, the export tax refund rate shall
be adjusted to 13%; and (v) with respect to the export of goods and cross-border taxable acts
that were originally subject to a tax rate of 10% and export tax refund rate of 10%, the export
tax refund rate shall be adjusted to 9%.
REGULATIONS RELATING TO EMPLOYMENT AND SOCIAL WELFARE
According to the Labor Contract Law of the People’ s Republic of China (ʕശɛ͏΍
), or the Labor Contract Law, promulgated by the SCNPC on June 29, 2007
and most recently amended on December 28, 2012, and The Implementation Rules of the Labor
Contract Law of the People’ s Republic of China (ૢԷ),
or the Implementation Rules of the Labor Contract Law, promulgated by the State Council on
September 18, 2008, a written employment contract shall be entered into to create an
employment relationship. If an employer fails to enter into a written employment contract with
an employee within one year from the date on which the employment relationship is created,
the employer must enter into a written employment contract with the employee and pay the
employee an amount equal to twice such employee’s salary for the period from the day
following the lapse of one month from the date of the creation of the employment relationship
to the day prior to the execution of the written employment contract. The Labor Contract Law
and the Implementation Rules of the Labor Contract Law also require compensation to be paid
by the employer in certain events as a result of termination. In addition, if an employer intends
to enforce a non-compete provision in an employment contract or non-competition agreement
with an employee, it has to compensate the employee on a monthly basis during the term of
any restrictive period after the termination or expiry of the labor contract. In most cases,
employers are also required to provide severance payment to their employees after their
employment relationships are terminated.
REGULATORY OVERVIEW
– 250 –


--- page 261 ---
Pursuant to the Social Insurance Law of the People’ s Republic of China (ʕശɛ͏΍
), or the Social Insurance Law, which was promulgated by the SCNPC on
October 28, 2010 and amended on December 29, 2018, the Interim Regulations on the
Collection of Social Insurance Fees (ᎈ൬ᅄᖮᅲБૢԷ), issued by the State
Council on January 22, 1999 and amended on March 24, 2019, and the Regulations on the
Administration of Housing Provident Funds (၍ଣૢԷ), issued by the State
Council on April 3, 1999 and last amended on March 24, 2019, enterprises in mainland China
are required to participate in certain employee benefit plans, including social insurance funds
and housing provident funds, and contribute to the funds in amounts equal to certain
percentages of salaries, including bonuses and allowances, of the employees as specified from
time to time by the local government at the place of their business operations or where they
are located. On September 1, 2025, the Interpretation (II) of the Supreme People’ s Court on
Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (ج
༆ᙑ(ɚ)) came into effect. According to this
interpretation, among others, where the employer and the employee agree, or the employee
promises the employer, that there is no need to make social insurance contributions, the
people’s court shall determine that such agreement or promise is invalid. Where the employer
fails to make social insurance contributions in accordance with the law, and the employee
requests to terminate the labor contract and claim economic compensation in accordance with
item (3) of Article 38 of the Labor Contract Law, the people’s court shall uphold such claim.
While certain domestic subsidiaries did not make full social insurance contributions for
certain employees during the Track Record Period, our Group has made social insurance
contributions for all employees, and there have been no agreements with, or commitments
from, employees waiving the social insurance contributions. As of the Latest Practicable Date,
none of our domestic subsidiaries have received any notices from the relevant authorities
regarding complaints by employees concerning the social insurance contributions, nor have
there been any penalties imposed by relevant authorities or orders to make retroactive
payments. Therefore, we believe this interpretation will not have a material adverse effect on
our operations or financial condition.
REGULATIONS RELATING TO LEASED PROPERTIES
According to the Civil Code of the People’ s Republic of China (ج
Պ) which was promulgated by NPC on May 28, 2020 and became effective on January 1,
2021, an owner of immovable or movable property is entitled to possession, use, earnings, and
disposal of such property in accordance with the law. Subject to the consent of the lessor, the
lessee may sublease the leased premises to a third party. Where a lessee subleases the premises,
the lease contract between the lessee and the lessor remains valid. The lessor is entitled to
terminate the lease if the lessee subleases the premises without the consent of the lessor. In
addition, if the ownership of the leased premises changes during the lessee’s possession in
accordance with the terms of the lease contract, the validity of the lease contract shall not be
affected.
REGULATORY OVERVIEW
– 251 –


--- page 262 ---
On December 1, 2010, the Ministry of Housing and Urban-Rural Development
promulgated the Administrative Measures on Leasing of Commodity Housing (ॡ༣
), which became effective on February 1, 2011. According to such measures, the
lessor and the lessee are required to complete property leasing registration and filing
formalities within 30 days from the execution of the property lease agreement with the
development authorities or real estate authorities of the municipality or county where the
leased property is located. If a company fails to do so, it may be ordered to rectify within a
stipulated period, and if such company fails to rectify, a fine ranging from RMB1,000 to
RMB10,000 may be imposed on each lease agreement.
REGULATIONS RELATING TO OVERSEAS LISTING AND M&A
On August 8, 2006, six PRC regulatory agencies, including the China Securities
Regulatory Commission, or the CSRC, promulgated the Rules on the Merger and Acquisition
of Domestic Enterprises by Foreign Investors (), or
the M&A Rules, which became effective on September 8, 2006, and was most recently
amended on June 22, 2009. The M&A Rules, among other things, require offshore special
purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic
companies and controlled by PRC domestic enterprises or individuals to obtain the approval of
the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an
overseas stock exchange. In September 2006, the CSRC published on its official website
procedures relating to its approval of overseas listings by special purpose vehicles. These
procedures require the filing of a number of documents with the CSRC.
The M&A Rules, and other regulations and rules concerning mergers and acquisitions
established additional procedures and requirements that could make merger and acquisition
activities by foreign investors more time consuming and complex. For example, the M&A
Rules require that MOFCOM be notified in advance of any change-of-control transaction in
which a foreign investor takes control of a PRC domestic enterprise, if (i) any important
industry is concerned, (ii) such transaction involves factors that impact or may impact national
economic security, or (iii) such transaction will lead to a change in control of a domestic
enterprise which holds a renowned trademark or a time-honored brand.
In addition, according to the Notice on Establishing the Security Review System for
Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (̮ͭ਷ҳ༟
) which was issued by the General Office of the State
Council on February 3, 2011 and became effective 30 days thereafter, the Rules on
Implementation of Security Review System for the Merger and Acquisition of Domestic
Enterprises by Foreign Investors ()
which was issued by the MOFCOM on August 25, 2011 and became effective on September
1, 2011, mergers and acquisitions by foreign investors that raise “national defense and
security” concerns and mergers and acquisitions through which foreign investors may acquire
REGULATORY OVERVIEW
– 252 –


--- page 263 ---
de facto control over domestic enterprises that raise “national security” concerns are subject to
strict review by the MOFCOM. This notice also prohibits any attempts to bypass such security
review, including by structuring the transaction through a proxy or contractual control
arrangement.
On July 6, 2021, the General Office of the Central Committee of the Communist Party of
China and the General Office of the State Council jointly issued the Opinions on Strictly
Cracking Down Illegal Securities Activities in Accordance with the Law (੽ᘌ͂Ꮨ
จԈ), which requests improvement on the laws and regulations related to
data security, cross-border data transfer and the management of confidential information,
strengthening responsibility for the information security of overseas listed companies,
strengthening standardized mechanisms for providing cross-border information and
improvement of cross-border audit regulatory cooperation in accordance with the law and the
principle of reciprocity.
On February 17, 2023, the CSRC, as approved by the State Council, released the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
() and five supporting guidelines, or the
Filing Rules. Further, on May 16, 2023 and May 7, 2024, the CSRC released the sixth and the
seventh supporting guideline. The Filing Rules took effect on March 31, 2023, when the CSRC
started to accept filing applications. Pursuant to these new rules, PRC domestic companies that
directly or indirectly offer or list their securities in an overseas market, which include (i) any
PRC company limited by shares, and (ii) any offshore company that conducts its business
operations primarily in mainland China and contemplates to offer or list its securities in an
overseas market based on its onshore equities, assets, income or similar interests, are required
to file with the CSRC within three business days after submitting their listing application
documents to the relevant regulator in the place of intended listing. The Filing Rules, among
others, further stipulate that when determining whether an offering and listing shall be deemed
as an “indirect overseas offering and listing by a Chinese company,” the principle of “substance
over form” shall be followed. If the issuer meets both of the following conditions, its offering
and listing shall be determined as an “indirect overseas offering and listing by a Chinese
company” and is therefore subject to the filing requirement: (i) any of the revenue, profits, total
assets or net assets of the domestic companies in the most recent financial year account for
more than 50% of the corresponding data in the issuer’s audited consolidated financial
statements for the same period; and (ii) the key link of its business operations are conducted
in mainland China or its principal place of business is located in the mainland China, or the
majority of senior management in charge of business operations are Chinese citizens or have
domicile in the PRC. Failure to complete such filing may subject a PRC domestic enterprise
to an order of rectification, a warning or a fine between RMB1 million and RMB10 million.
However, as of the date of this prospectus, uncertainties exist regarding the interpretation and
implementation thereof. Pursuant to these regulations, a domestic enterprise applying for
listing abroad shall, among others, complete record filing procedures and report relevant
information to the CSRC as required.
REGULATORY OVERVIEW
– 253 –


--- page 264 ---
In addition, pursuant to the Filing Rules, the overseas offering and listing by a PRC
company is prohibited under any of the following circumstances, if (i) it is explicitly prohibited
by PRC laws; (ii) it may constitute a threat to or endanger national security as determined by
competent PRC authorities; (iii) the domestic enterprises and their controlling shareholders and
actual controllers have committed certain criminal offenses in the past three years; (iv) the
domestic enterprises are currently under investigations in connection with suspicion of having
committed criminal offences or material violations of applicable laws and regulations and there
is still no explicit conclusion; or (v) there is material ownership disputes over the
shareholdings held by the controlling shareholder or the shareholder under the control of the
controlling shareholder or the actual controllers.
Starting from March 31, 2023, the domestic enterprises that have submitted valid
applications for overseas offerings and listings but have not obtained the approval from
overseas regulatory authorities or overseas stock exchanges shall complete the filing
procedures with the CSRC prior to their overseas offerings and listings.
REGULATIONS IN THE EUROPEAN UNION
In the European Union, or the EU, the General Data Protection Regulation, or GDPR,
which came into effect in 2018, implements stringent operational requirements for processors
and controllers of personal data, including, for example, requiring expanded disclosures about
how personal information is to be used, limitations on retention of information, mandatory data
breach notification requirements, and higher standards for data controllers to demonstrate that
they have obtained either valid consent or have another legal basis in place to justify their data
processing activities. Article 6.1 of GDPR outlines six legal grounds for lawfulness of
processing personal data. In particular, processing shall be lawful only if and to the extent that
at least one of the following applies: (a) the data subject has given consent to the processing
of his or her personal data for one or more specific purposes; (b) processing is necessary for
the performance of a contract to which the data subject is party or in order to take steps at the
request of the data subject prior to entering into a contract; (c) processing is necessary for
compliance with a legal obligation to which the controller is subject; (d) processing is
necessary in order to protect the vital interests of the data subject or of another natural person;
(e) processing is necessary for the performance of a task carried out in the public interest or
in the exercise of official authority vested in the controller; and (f) processing is necessary for
the purposes of the legitimate interests pursued by the controller or by a third party, except
where such interests are overridden by the interests or fundamental rights and freedoms of the
data subject which require protection of personal data, in particular where the data subject is
a child.
We do not collect or store consumer personal information in the EU. However, the sensor
suite on the autonomous driving vehicles produced or serviced by us may capture certain
personal information of other traffic participants, such as license plate number or human face.
Such information will be automatically removed through an onboard desensitization program
and will not leave the vehicles. As such, we believe that our practice in the processing of
personal information of other traffic participants captured by the autonomous driving vehicles
REGULATORY OVERVIEW
– 254 –


--- page 265 ---
is in compliance with the GDPR pursuant to Article 6.1(f) thereof. Under the GDPR, fines of
up to C20 million or up to 4% of the total worldwide annual turnover of the preceding financial
year, whichever is higher, may be assessed for non-compliance, which significantly increases
our potential financial exposure if we fail to comply with all requirements under such laws.
REGULATIONS IN SINGAPORE
The Personal Data Protection Act 2012, No. 26 of 2012 of Singapore, or the PDPA,
generally requires organizations to give notice and obtain consents prior to collection, use or
disclosure of personal data (being data, whether true or not, about an individual who can be
identified from that data or other accessible information), and to provide individuals with the
right to access and correct their own personal data. Organizations have mandatory obligations
to assess data breaches they suffer, and to notify the Singapore Personal Data Protection
Commission, or PDPC, and the relevant individuals where the data breach is of a certain
severity. The PDPA also imposes various baseline obligations on organizations in connection
with permitted uses of, accountability for, the protection of, the retention of, and overseas
transfers of, personal data. In addition, the PDPA requires organizations to check
“Do-Not-Call” registries prior to sending marketing messages addressed to Singapore
telephone numbers, through voice calls, fax or text messages, including text messages
transmitted over the Internet.
The PDPA creates various offenses in connection with the improper use of personal data,
certain methods of collecting personal data and certain failures to comply with the
requirements under the PDPA. These offences may be applicable to organizations, their officers
and/or their employees. Offenders are liable on conviction to fines and/or imprisonment. Under
the PDPA, the collection, use or disclosure of personal data typically requires an individual’s
prior informed consent. However, in the context of an investigation, companies may seek to
rely on the legitimate interests exception. Under paragraph 3 of Part 3 of the First Schedule to
the PDPA, companies are not required to seek an individual’s consent if the collection, use or
disclosure (as the case may be) of personal data about the individual is “necessary for any
investigation or proceedings.”
The PDPA empowers the PDPC with significant regulatory powers to ensure compliance
with the PDPA, including powers to investigate, give directions and impose a financial penalty
of up to S$1 million. In addition, the PDPA created a right of private action, pursuant to which
the Singapore courts may grant damages, injunctions and relief by way of declaration, to
persons who suffer loss or damages directly as a result of contraventions of certain
requirements under the PDPA. The PDPA was last amended by the Personal Data Protection
(Amendment) Act 2020, which took effect in phases from 1 February 2021. From 1 October
2022, the maximum financial penalty that the PDPC may impose is 10% of the annual turnover
in Singapore of that organization or S$1 million, whichever is higher.
We do not collect or store consumer personal information in Singapore. However, the
sensor suite on the autonomous driving vehicles produced or serviced by us may capture
certain personal information of other traffic participants, such as license plate number or
REGULATORY OVERVIEW
– 255 –


--- page 266 ---
human face. Such information will be automatically removed through an onboard
desensitization program and will not leave the vehicles. As such, we believe that our practice
in the processing of personal information of other traffic participants captured by the
autonomous driving vehicles is in compliance with the PDPA pursuant to the legitimate
interests exception.
REGULATIONS IN THE UNITED STATES
While there are currently no federal U.S. regulations expressly pertaining to the safety of
autonomous driving systems, the U.S. Department of Transportation has established
recommended voluntary guidelines, and the National Highway Traffic Safety Administration,
the NHTSA, and the Federal Motor Carrier Safety Administration have authority to take
enforcement action should an automated driving system pose an unreasonable risk to safety or
inhibit the safe operation of a commercial motor vehicle. Certain U.S. states have legal
restrictions on autonomous driving vehicles, and many other states are considering them. Some
states, particularly California, institute operational requirements or restrictions for certain
autonomous functions. Autonomous driving laws and regulations are expected to continue to
evolve in numerous jurisdictions in the United States and may create restrictions on
autonomous driving features that we develop.
We may also be subject to existing stringent requirements overseen by NHTSA under the
National Traffic and Motor V ehicle Safety Act of 1966, or the V ehicle Safety Act, including a
duty to report, subject to strict timing requirements, safety defects with our products. The
V ehicle Safety Act imposes potentially significant civil penalties for violations including the
failure to comply with such reporting actions.
As the development of federal and state legal frameworks around autonomous vehicles
continues to evolve, we may be subject to additional regulatory schemes.
REGULATORY OVERVIEW
– 256 –


--- page 267 ---
OVERVIEW
We commenced our business in February 2017. In March 2017, our Cayman Islands
holding company, WeRide Inc., was incorporated, and later became the sole shareholder of
WeRide Corp. Our Cayman Islands holding company further established WeRide HK as its
wholly-owned subsidiary in Hong Kong in May 2017.
We commenced our operations in mainland China shortly after the establishment of our
offshore structure. In December 2017, we selected Guangzhou as our global headquarters. In
January 2018, WeRide HK established a wholly-owned subsidiary, Wenyuan Guangzhou, in
mainland China. In March 2018, our founder established Guangzhou Jingqi in mainland China.
In July 2018, we started to direct the activities of and consolidate the financial results of
Guangzhou Jingqi by entering into a series of contractual arrangements by and among
Wenyuan Guangzhou, Guangzhou Jingqi and its nominee shareholders. In March 2023, we
terminated such contractual arrangements and acquired Guangzhou Jingqi as a wholly-owned
subsidiary of our company.
In August 2019, for the operation of our robotaxi business, Guangzhou Jingqi, WeRide
HK and two investors jointly established Wenyuan Y uexing in which Guangzhou Jingqi
currently holds 69% equity interests. In order to conduct test driving in Nanjing, Guangzhou
Jingqi further established Wenyuan Suxing, its wholly-owned subsidiary. In addition,
Guangzhou Jingqi established wholly-owned subsidiaries, Wenyuan Shenzhen and Wenyuan
Jingxing, for business operation and research and development center in Shenzhen and Beijing,
respectively. From June 2022 to the date of this prospectus, Wenyuan Guangzhou further
established wholly-owned subsidiaries in various cities, including Guangzhou, Shenzhen,
Wuhan, Nanjing, Beijing, Shanghai, Zhengzhou, Wuxi, Xi’an, Anqing, Qionghai, Dongguan
and Zhuhai.
We are a global provider of L4 autonomous driving products and solutions, including
commercial robotaxi services, around the world. In October 2024, our ADSs were listed on
Nasdaq under the symbol “WRD.”
BUSINESS DEVELOPMENT MILESTONES
The table below summarizes our key business development milestones.
Y ear Milestone
2017 We commenced business operation
Our Company was incorporated in the Cayman Islands
2018 We launched one of China’s 1 st L4 autonomous driving testing on open road
2019 We launched the world’s 1 st open-to-public fare-charging L4 robotaxi
service
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 257 –


--- page 268 ---
Y ear Milestone
2020 We launched the world’s 1 st purpose-built L4 robobus designed for open
road
We obtained the 1 st driverless testing permit in China
2021 We launched the world’s 1 st L4 robovan for intra-city goods delivery
We were the 1 st pure-play autonomous driving company to obtain fully
driverless test permits in both China and the United States
2022 We partnered with Bosch on co-developing ADAS
We launched pilot operation of the world’s 1 st L4 robosweeper designed for
open road
We were the 1 st to obtain permits for road testing and demonstration
applications in Shenzhen
2023 We launched China’s 1 st open-to-public fare-charging L4 robobus service
We obtained the 1 st national license for autonomous driving cars in UAE
We obtained the Singapore M1 and T1 Autonomous V ehicles Licenses in a
record-breaking three months’ time
We commenced driverless L4 commercial operation in Beijing
2024 We partnered with Renault Group to deploy self-driving vehicles for
automated road transport systems in Europe
Chery EXEED launched SUV STERRA ET equipped with ADAS system
co-developed by Bosch and us
We released the latest generation of robotaxi — GXR with proprietary L4
autonomous driving systems and the advanced WeRide Sensor Suite
Uber and us launched the largest local robotaxi fleet and commenced
commercial operation in Abu Dhabi
We were the 1 st to obtain driverless robovan testing permit on open road in
China
Our WeRide S6 and WeRide S1 were granted the M1 and T1 autonomous
vehicle licenses, respectively, from the Singapore Land Transport Authority
Our ADSs were listed on Nasdaq under the symbol “WRD”
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 258 –


--- page 269 ---
Y ear Milestone
2025 We launched pilot projects to deploy robobus and robotaxi in Switzerland
We unveiled the Robovan W5
We and Renault Group launched our first autonomous robobus trial in Spain
We brought robotaxis to Dubai in partnership with Dubai’s Road and
Transport Authority and Uber
We introduced eight autonomous robotaxi pilot operation routes in central
Guangzhou
We commenced fully driverless L4 robotaxi testing in Abu Dhabi
We launched testing or deployment of our robotaxis and other autonomous
driving products in Saudi Arabia
We became the first and only company authorized to road test autonomous
logistics vehicles in Huangpu, Guangzhou, with the district’s inaugural
permit for robovan W5
Our robobus operated as the first autonomous vehicle without a safety
officer on board in Southeast Asia
We launched the HPC 3.0 high-performance computing platform, jointly
developed with Lenovo and powered by NVIDIA’s latest DRIVE AGX Thor
chips
Our robotaxi service expanded to Shanghai, the tenth city worldwide
We and Chery unveiled the CER, a new-generation pre-installed mass-
produced robotaxi model
Our robotaxi was granted Saudi Arabia’s first robotaxi autonomous driving
permit
We received approval to conduct late-night testing of our robotaxi on public
roads within the Beijing High-Level Autonomous Driving Demonstration
Zone
Our robobus was granted Belgium’s first federal test permit for a Level 4
autonomous shuttle, making us the only technology company in the world
with products holding autonomous driving permits in seven countries
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 259 –


--- page 270 ---
FIRST-OF-ITS-KIND MILESTONES
Our Company has achieved multiple first-of-its-kind milestones. According to CIC, we
are:
 First company in the world to offer paid L4 robotaxi services to the public;
 First company in the world to develop a purpose-built L4 robobus designed for the
open road, as well as the first to launch driverless L4 robobus services on the open
road made available to the public;
 First company in the world to develop an L4 robovan dedicated to intra-city delivery
of goods and to obtain test driving permit for the robovan on open roads; and
 First company in the world to develop a purpose-built L4 robosweeper designed for
open road as well as the first to launch driverless robosweeper urban cleaning
services.
OUR MAJOR SUBSIDIARIES
Our Company had 46 subsidiaries as of the Latest Practicable Date. Except for Wenyuan
Y uexing in which our Company controls 79% of the equity interest, all other subsidiaries are
directly or indirectly wholly owned by our Company. Our subsidiaries are principally engaged
in autonomous driving technology development and service, data processing, and vehicle sales.
The table below sets out the place and date of establishment and principal business activities
of each of our subsidiaries that made a material contribution to our results of operations during
the Track Record Period.
Subsidiary
Place of
establishment
Date of
establishment Principal business activities
Wenyuan Guangzhou PRC January 19,
2018
Autonomous driving technology
development and service, and
vehicle sales
Wenyuan Wuxi PRC September 23,
2022
Autonomous driving technology
development and service, and
vehicle sales
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 260 –


--- page 271 ---
CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES
(a) Incorporation of Our Company
On March 13, 2017, our Company was incorporated in the Cayman Islands as an
exempted company with limited liability and the holding company of our Group.
(b) Investments from Investors Before the Nasdaq Listing
Our Company has received various rounds of investments from investors since its
incorporation. See “— Our Investors Before the Nasdaq Listing” in this section and “Appendix
IV — Statutory and General Information — A. Further Information about Our Group — 2.
Changes in the Share Capital of Our Company” for further details.
(c) Share Subdivision
On April 14, 2021, our Company conducted a share subdivision, pursuant to which each
ordinary share with a nominal value of US$0.0001 each in our Company’s issued and unissued
share capital was subdivided into 10 ordinary shares with a nominal value of US$0.00001 each,
and each preferred share with a nominal value of US$0.0001 each in our Company’s issued and
unissued share capital was subdivided into 10 preferred shares with a nominal value of
US$0.00001 each.
(d) VIE Reorganization
We had historically relied on contractual arrangements among Wenyuan Guangzhou,
Guangzhou Jingqi, and the former shareholders of Guangzhou Jingqi to direct the business
operations of Guangzhou Jingqi. Guangzhou Jingqi historically held a surveying and mapping
certificate and the value-added telecommunications business operation license (ุ
ਕ຾ᐄ஢̙ᗇ) (internet information services only), or the ICP License, both of which are
subject to foreign investment restrictions. We do not believe that a VIE structure is necessary
for our operations under PRC laws and regulations, and we unwound the VIE structure in
March 2023 by terminating the contractual arrangements and acquiring Guangzhou Jingqi as
our wholly-owned subsidiary. As a result, Guangzhou Jingqi completed the deregistration of
the ICP License and terminated its surveying and mapping business. We have since been
cooperating with Guangzhou Y uji Technology Co., Ltd. (ʮ̡), or
Guangzhou Y uji, a service provider that possesses a navigation electronic map production and
surveying license, for such functions. Compared to relying on the VIE structure, our
cooperation with Guangzhou Y uji for surveying and mapping presents better corporate
governance, involves less burdensome disclosure requirements, and is more accepted by the
investor community.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 261 –


--- page 272 ---
LISTING ON NASDAQ AND CONCURRENT PRIV ATE PLACEMENTS
On October 25, 2024, our ADSs were listed on Nasdaq under the symbol “WRD.” Our
initial public offering on Nasdaq was completed on October 28, 2024, pursuant to which our
Company sold 7,742,400 ADSs, each representing three Class A Ordinary Shares, at an offering
price of US$15.50 per ADS.
Concurrently with our initial public offering on Nasdaq, certain investors purchased
US$320.5 million in our Class A Ordinary Shares. The concurrent private placements were
each at a price per share equal to the initial public offering price adjusted to reflect the
ADS-to-Class A Ordinary Share ratio, and we issued and sold a total of 62,036,452 Class A
Ordinary Shares in the concurrent private placements.
On November 22, 2024, the underwriters exercised their over-allotment option to
purchase additional 912,190 ADSs, each representing three Class A Ordinary Shares, at a price
of US$15.50 per ADS.
We received net proceeds of US$125.5 million from our initial public offering on Nasdaq
(after deducting underwriting discounts and commissions and offering expenses payable by
us), as well as net proceeds of US$320.3 million from the concurrent private placements (after
deducting relevant expenses payable by us). We planned to use the net proceeds from our initial
public offering on Nasdaq and the concurrent private placements for research and development
of autonomous driving technologies, products, and services, commercialization and operation
of our autonomous driving fleets, capital expenditures, and general corporate purposes as
disclosed in our registration statement on Form F-1 filed with the SEC in connection with our
initial public offering on Nasdaq.
COMPLIANCE WITH THE NASDAQ LISTING RULES
Our Directors confirm that since the date of our listing on Nasdaq and up to the Latest
Practicable Date, we had no instances of non-compliance with the Nasdaq Listing Rules in any
material respect, and to the best knowledge of our Directors having made all reasonable
enquiries, there is no matter that should be brought to investors’ attention in relation to our
compliance record on Nasdaq.
REASONS FOR THE LISTING
Our Directors are of the view that the Listing and the Global Offering will present us with
an opportunity to further expand our investor base, broaden our access to capital markets, and
provide us with additional funding for (i) the development of our autonomous driving
technology stack, (ii) the acceleration of the commercial mass production and/or operation of
our L4 fleet to improve the quality of our autonomous driving products and solutions and
expand our business scale, (iii) the establishment of marketing teams and branches necessary
for us to expand into additional markets as well as for the investment in marketing activities,
and (iv) working capital and general corporate purposes as disclosed in “Future Plans and Use
of Proceeds.” It is expected that the net proceeds from the Global Offering will amount to
approximately HK$2,932.1 million (based on the maximum Public Offer Price of HK$35.0 per
Offer Share, and assuming that the Over-allotment Option is not exercised).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 262 –


--- page 273 ---
OUR INVESTORS BEFORE THE NASDAQ LISTING
From incorporation to our initial public offering on Nasdaq, our Company received
various rounds of investments from investors with diverse backgrounds. We issued ordinary
shares and preferred shares in the share capital of our Company to these investors, including
an aggregate of (i) 86,420,677 ordinary shares, (ii) 62,819,128 series seed-1 preferred shares,
(iii) 52,560,380 series seed-2 preferred shares, (iv) 91,708,649 series A preferred shares, (v)
132,494,900 series B-1 preferred shares, (vi) 13,964,530 series B-2 preferred shares, (vii)
28,537,370 series B-3 preferred shares, (viii) 71,387,327 series C-1 preferred shares, (ix)
62,946,566 series D preferred shares, and (x) 22,430,597 series D+ preferred shares. The
aggregate net proceeds from such investments amounted to US$1.6 billion. We utilized the net
proceeds from such investments for working capital and general corporate purposes in
connection with our business, including research and development expenses, employee-related
costs, marketing costs, rental and utilities, and legal, audit and other professional service fees
over the years. As of the Latest Practicable Date, approximately 54% of the net proceeds from
such investments had been utilized.
The table below sets out the implied pre-money and post-money valuations of our
Company in each round of investments from investors up until the Nasdaq listing and the time
of completion of each round of investments.
Series seed
financing
Series A
financing
Series B
financing
Series C
financing
Series D
financing
Series D+
financing
Nasdaq
listing
Implied pre-money
valuation of our
Company
(1)
US$246.1
million
US$500.0
million
(3)
US$1.1
billion
(4)
US$3.0
billion
(5)
US$4.0
billion
US$5.0 billion US$5.2
billion
(6)
Implied post-money
valuation of
our Company
(2)
US$308.8
million
US$586.8
million
(3)
US$1.4
billion
(4)
US$3.3
billion
(5)
US$4.3
billion
US$5.1 billion US$5.3
billion
Time of completion June 2018 March 2019 June 2022 August
2022
June 2023 November
2023
October
2024
Notes:
(1) The implied pre-money valuation of our Company is calculated based on the post-money valuation of our
Company for the corresponding round of investment minus the total funds received by our Company from the
corresponding round of investment.
(2) The implied post-money valuation of our Company includes the share options and share awards reserved for
future grants under the 2018 Share Plan and was determined based on arm’s length negotiation between the
respective investors and our Company taking into account the timing of the investments and our operating
performance and business prospects. The fluctuations in valuation of our Company were due to the general
business status of our Group, and in particular, the launch and commercialization of our Specialist Technology
Products, the advancement of our research and development, and the prevailing market sentiment amongst the
venture capital markets when the investments were made.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 263 –


--- page 274 ---
(3) The increase in valuation of our Company from the series seed financing to the series A financing was
particularly because we launched one of China’s 1 st L4 autonomous driving testing on open road.
(4) The increase in valuation of our Company from the series A financing to the series B financing was particularly
because we (i) launched the world’s 1 st open-to-public fare-charging L4 robotaxi service, (ii) launched the
world’s 1st purpose-built L4 robobus designed for open road, and (iii) obtained the 1 st driverless testing permit
in China.
(5) The increase in valuation of our Company from the series B financing to the series C financing was particularly
because we (i) launched the world’s 1 st L4 robovan for intra-city goods delivery, and (ii) were the 1 st pure-play
autonomous driving company to obtain fully driverless test permits in both China and the United States.
(6) The implied pre-money valuation of our Company for the Nasdaq listing includes the US$320.5 million raised
from the concurrent private placements of our Class A Ordinary Shares.
Shareholders Agreement
We entered into the sixth amended and restated shareholders agreement and the sixth
amended and restated right of first refusal and co-sale agreement on October 29, 2022 with our
Shareholders, consisting of holders of ordinary shares, preferred shares and golden shares. The
sixth amended and restated shareholders agreement provides for certain Shareholders’ rights,
including redemption rights, information and inspection rights, registration rights, preemptive
rights and protective provisions and other preferential rights, and contains provisions
governing our Board and other corporate governance matters. Except for the registration rights,
all of these special rights, as well as the corporate governance provisions, were automatically
terminated upon the completion of our initial public offering on Nasdaq. The sixth amended
and restated right of first refusal and co-sale agreement provides that shareholders of our
preferred shares enjoyed certain right of first refusal and co-sale rights, which were also
automatically terminated upon the completion of our initial public offering on Nasdaq. See
“Appendix I – Accountants’ Report – Notes to the Historical Financial Information – 23.
Preferred Shares and Other Financial Instruments Subject to Redemption and Other
Preferential Rights – (b) Convertible redeemable preferred shares” for details.
Registration rights
Pursuant to the sixth amended and restated shareholders agreement, we have granted
certain registration rights to our Shareholders as summarized below:
Demand Registration Rights . At any time or from time to time following six months after
the closing of our initial public offering, holders of at least 30% of the voting power of the then
outstanding registrable securities may request in writing that we effect the registration of the
registrable securities under the U.S. Securities Act where the anticipated aggregate offering
price is in excess of US$15.0 million. Upon such a request, we shall (i) promptly give written
notice of the proposed registration to all other holders of registrable securities and (ii) as soon
as practicable, use commercially reasonable efforts to cause the registrable securities specified
in the request, together with any registrable securities of any holder who request in writing to
join such registration within 15 days after our delivery of written notice, to be registered and/or
qualified for sale and distribution in such jurisdiction as the holder may request. We are not
obligated to effect more than a total of two demand registrations.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 264 –


--- page 275 ---
Piggyback Registration Rights . If we propose to register for our own account any of our
securities, or for the account of any holder of securities any of such holder’s securities, in
connection with the public offering of such securities, we shall give each holder of the
registrable securities a written notice of such registration, and, upon the written request of any
holder given within 15 days after the delivery of such notice, we shall use commercially
reasonable efforts to include in such registration any registrable securities thereby requested to
be registered by such holder.
Form F-3 Registration Rights . If we are eligible to use a Form F-3 registration statement,
holders of at least 30% of our voting power of the then outstanding registrable securities may
request us to file a registration on Form F-3. Upon such a request, we shall (i) promptly give
written notice of the proposed registration to all other holders of registrable securities and (ii)
as soon as practicable, use commercially reasonable efforts to cause the registrable securities
specified in the request, together with any registrable securities of any holder who request in
writing to join such registration within 15 days after our delivery of written notice, to be
registered and/or qualified for sale and distribution in such jurisdiction as the holder may
request. We are not obligated to effect more than two registrations within any 12-month period.
Expenses of Registration . We will bear all registration expenses, other than underwriting
discounts and selling commissions, applicable to the sale of registrable securities specified in
the sixth amended and restated shareholders agreement.
Termination of Obligations . The registration rights set forth above shall terminate on the
earlier of (i) five years from the date of the closing of our initial public offering, (ii) with
respect to any holder of the registrable securities, the date when the holder of such registrable
securities may sell all of such holder’s registrable securities under Rule 144 of the U.S.
Securities Act within a 90-day period, and (iii) the closing of a deemed liquidation event as
defined in the sixth amended and restated shareholders agreement.
Nominating and Support Agreement
We entered into a nominating and support agreement on July 26, 2024 with Alliance
V entures B.V ., or Alliance V entures, our Shareholder, Dr. Han, and Dr. Li, pursuant to which
Alliance V entures is entitled to the right to appoint, remove, and replace two Directors, subject
to certain conditions. Such right will be terminated upon the Listing. On October 27, 2025,
each of Dr. Han and Dr. Li, in their capacity as Shareholders, undertook to Alliance V entures
that he should, and should cause his affiliated entities to, to the extent in compliance with
applicable laws, take such actions as is necessary or desirable to cause up to two nominees
from Alliance V entures to be appointed or nominated for election, and to be elected, to our
Board, subject to Alliance V entures fulfilling certain shareholding thresholds in our Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 265 –


--- page 276 ---
Pathfinder SIIs
We received investments from two Sophisticated Investors (for the purpose of Chapter 2.2
of the Guide) and Pathfinder SIIs (for the purpose of Chapter 2.5 of the Guide), namely Qiming
and Alliance V entures. In accordance with Chapter 2.5 of the Guide, these investors each holds
more than 3% and in aggregate hold more than 10% of the issued share capital of our Company
as of the date of our application for the Listing and throughout the pre-application 12-month
period.
The background information of these investors is set out below. Save for being a
Shareholder and as disclosed below, each of these investors is independent from and not
connected with any Director, chief executive or substantial Shareholder of our Company, our
subsidiaries or any of their respective associates. Save for the Qiming entities as disclosed
below, each of these investors is independent from each other. To the best knowledge of our
Directors, each of the ultimate beneficial owners of these investors is an independent third
party.
Qiming
Qiming V enture Partners V , L.P ., Qiming Managing Directors Fund V , L.P ., Qiming
V enture Partners VII, L.P . and Qiming VII Strategic Investors Fund, L.P . are exempted limited
partnerships registered under the laws of the Cayman Islands. Qiming GP V , L.P . is the general
partner of Qiming V enture Partners V , L.P ., whereas Qiming Corporate GP V , Ltd. is the general
partner of Qiming GP V , L.P . and Qiming Managing Directors Fund V , L.P . The voting and
investment power of the Shares held by Qiming V enture Partners V , L.P . and Qiming Managing
Directors Fund V , L.P . is exercised by Qiming Corporate GP V , Ltd, which is beneficially
owned by Messrs. Duane Kuang, Gary Rieschel, Grace Lee, and Holan Lam. Qiming GP VII,
LLC is the general partner of Qiming V enture Partners VII, L.P . and Qiming VII Strategic
Investors Fund, L.P . The voting and investment power of the Shares held by Qiming V enture
Partners VII, L.P . and Qiming VII Strategic Investors Fund, L.P . is exercised by Qiming GP
VII, LLC, which is beneficially owned by Messrs. Duane Kuang, Gary Rieschel, Grace Lee,
and Holan Lam. Qiming V enture Partners V , L.P ., Qiming Managing Directors Fund V , L.P .,
Qiming V enture Partners VII, L.P . and Qiming VII Strategic Investors Fund, L.P . are venture
capital funds operated under Qiming V enture Partners focusing on investments in companies
in the technology and healthcare sectors across China, and should be aggregated as one
Pathfinder SII pursuant to Chapter 2.5 of the Guide. Qiming V enture Partners had
approximately US$2.7 billion and US$9 billion in assets under management as of December
31, 2016 (being the date not more than six months prior to the date of signing of the first
definitive agreement for investment in our Company) and December 31, 2024. As such, Qiming
is a Sophisticated Investor for the purpose of Chapter 2.2 of the Guide and a Pathfinder SII for
the purpose of Chapter 2.5 of the Guide. In compliance with Rule 18C.05 of the Listing Rules,
the four Qiming entities held in aggregate approximately 7.6% and 9.6% of the total issued
share capital of our Company as of the date of submission of our application for the Listing
and the commencement date of the 12-month pre-application period, respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 266 –


--- page 277 ---
Alliance V entures
Alliance V entures B.V ., or Alliance V entures, has three shareholders: Renault s.a.s.,
Nissan Motor Co., Ltd., and Mitsubishi Motors Corporation. Renault s.a.s. is wholly owned by
Renault S.A., which is in turn owned by French state, Nissan Finance Co., Ltd., and certain
minority shareholders. Nissan Motor Co., Ltd. is owned by Renault S.A. and certain minority
shareholders. Mitsubishi Motors Corp. is owned by Mitsubishi Corporation, Nissan Motor Co.,
Ltd. and certain minority shareholders. Renault S.A., Nissan Motor Co., Ltd., Mitsubishi
Corporation, and Mitsubishi Motors Corporation are public companies and key participants in
the downstream automotive industry in terms of sales volume of vehicles by automobile groups
globally as of June 30, 2018 (being the date not more than six months prior to the date of
signing of the definitive agreement for investment in our Company) and December 31, 2024
according to CIC. In 2024, the Renault-Nissan-Mitsubishi Alliance sold approximately 2.6
million vehicles, representing approximately 4.4% of the global market share according to
CIC. Alliance V entures is a strategic corporate venture capital fund operated by the
Renault-Nissan-Mitsubishi “Alliance,” positioned to invest in early-stage startup companies
whose software, products or services are primarily focused on the future of the automotive
industry. Alliance V entures targets technologies bringing innovation in new mobility,
autonomous driving, connected services, electric vehicles & energy and enterprise 2.0. The
fund also takes part in funds of funds investments, targeting mobility-centered funds. As such,
Alliance V entures is a Sophisticated Investor for the purpose of Chapter 2.2 of the Guide and
a Pathfinder SII for the purpose of Chapter 2.5 of the Guide. In compliance with Rule 18C.05
of the Listing Rules, Alliance V entures held approximately 7.7% and 6.6% of the total issued
share capital of our Company as of the date of submission of our application for the Listing
and the commencement date of the 12-month pre-application period, respectively.
Our Pathfinder SIIs in aggregate held approximately 15.3% and 16.2% of the total issued
share capital of our Company as of the date of submission of our application for the Listing
and the commencement date of the 12-month pre-application period, respectively. Our
Pathfinder SIIs were subject to a lock-up restriction that expired 180 days after the pricing of
the Nasdaq listing (i.e., April 22, 2025) which fulfills the lock-up requirements under
paragraph 6 of Chapter 2.2 of the Guide and Rule 18C.14(2) of the Listing Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 267 –


--- page 278 ---
Other Key Investors
Yutong
Each of Beijing Xufeng Zhiyuan Intelligent Technology Partnership (Limited
Partnership) (ҦΥྫΆุ(Υྫ)), or Beijing Xufeng, and Zhengzhou
Xufeng Jiayuan Intelligent Connected Enterprise Management Center (Limited Partnership)
(ቍψϛᔮྗჃ౽ঐၣᑌΆุ၍ଣʕː(Υྫ)), or Zhengzhou Xufeng, is a limited
partnership established in the PRC. Zhengzhou Xufeng holds 92.4% partnership interests in
Beijing Xufeng. The general partner of both Zhengzhou Xufeng and Beijing Xufeng is
Zhengzhou Xuxin Enterprise Management Consulting Co., Ltd. (ࠢ
ʮ̡), which is wholly owned by Y utong, which, in turn, is controlled by Mr. Y uxiang Tang ( ಷ
͗ୂ). Y utong is a large-scale commercial vehicle group specializing in buses and trucks and
a key participant in the downstream automotive industry in terms of sales volume of vehicles
by automotive groups globally as of June 30, 2020 (being the date not more than six months
prior to the date of signing of the first definitive agreement for investment in our Company)
and December 31, 2024 according to CIC. In 2024, Y utong sold more than 65,000 commercial
vehicles. Y utong invested in our Company in November 2020 and May 2021.
China-UAE
China-UAE Investment Cooperation Fund, L.P ., or China-UAE, is a limited partnership
incorporated in the Cayman Islands. The limited partnership interest of China-UAE is held as
to 50.0% by Seventy Seventh Investment Company L.L.C., 42.5% by China Development Bank
International Holdings Limited (ʮ̡), and 7.5% by Upright Rhythm
Limited holding. Seventy Seventh Investment Company L.L.C. is ultimately controlled by the
Government of the Emirate of Abu Dhabi. China Development Bank International Holdings
Limited is ultimately controlled by the MOF. Upright Rhythm Limited is ultimately controlled
by the SAFE. The general partner of China-UAE is China-UAE Investment Cooperation
General Partner Ltd., an exempted company incorporated in the Cayman Islands with limited
liability and ultimately controlled by the Government of the Emirate of Abu Dhabi, the MOF
and the SAFE. China-UAE invested in our Company in January 2022 and December 2022.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 268 –


--- page 279 ---
CAPITALIZATION OF OUR COMPANY
The table below sets out the capitalization of our Company as of the Latest Practicable
Date and immediately following the completion of the Global Offering.
Name
Number of
Class A
Ordinary
Shares (1)
Number of
Class B
Ordinary
Shares
Number of
Shares (1)
Approximate
percentage of
total issued
share capital of
our Company as
of the Latest
Practicable
Date (2)/
immediately
following the
completion of
the Global
Offering (3)
Approximate
percentage of
voting rights in
our Company on
a one vote per
Share basis as of
the Latest
Practicable
Date (2)/
immediately
following the
completion of
the Global
Offering (3)
Approximate
percentage of
voting rights in
our Company
assuming each
Class B
Ordinary Share
entitles the
holder to
exercise ten
votes as of the
Latest
Practicable
Date (2)/
immediately
following the
completion of
the Global
Offering (3)
Approximate
percentage of
voting rights in
our Company
assuming each
Class B
Ordinary Share
entitles the
holder to
exercise 40 votes
as of the Latest
Practicable
Date (2)/
immediately
following the
completion of
the Global
Offering (3)
(%) (%) (%) (%)
WVR Beneficiaries, Directors, and chief executive
Dr. Han /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 41,249,590 41,249,590 4.4/4.0 4.4/4.0 28.8/27.1 53.6/52.1
Dr. Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,129,666 13,564,833 40,694,499 4.3/4.0 4.3/4.0 11.4/10.7 18.5/18.0
Senior management
Dr. Hua Zhong ( ᒤശ),
or Dr. Zhong /H1118/H1118/H1118/H111816,573,442 – 16,573,442 1.8/1.6 1.8/1.6 1.2/1.1 0.5/0.5
Shareholders interested in 5% or more of the issued Shares
Y utong entities /H1118/H1118/H1118/H111865,659,592 – 65,659,592 7.0/6.4 7.0/6.4 4.6/4.3 2.1/2.1
Alliance V entures /H1118/H1118/H111863,680,080 – 63,680,080 6.8/6.2 6.8/6.2 4.4/4.2 2.1/2.0
Qiming entities
(4) /H1118/H111862,865,042 – 62,865,042 6.7/6.1 6.7/6.1 4.4/4.1 2.0/2.0
Other Shareholders
Other Shareholders
(5)
in aggregate (6) /H1118/H1118/H1118647,644,085 – 647,644,085 69.0/63.1 69.0/63.1 45.2/42.6 21.1/20.5
Investors participating
in the Global
Offering
(6) /H1118/H1118/H1118/H1118/H111888,250,000 – 88,250,000 -/8.6 -/8.6 -/5.8 -/2.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118971,801,907 54,814,423 1,026,616,330 100.0/100.0 100.0/100.0 100.0/100.0 100.0/100.0
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 269 –


--- page 280 ---
Notes:
(1) Include Class A Ordinary Shares underling the ADSs held by Shareholders.
(2) Based on the assumptions that (i) no further Class A Ordinary Shares are allotted and issued under the 2018
Share Plan, (ii) no Class B Ordinary Shares are converted into Class A Ordinary Shares, and (iii) the relevant
Shareholders will not acquire or dispose of any Shares between the Latest Practicable Date and the Listing
Date.
(3) Based on the assumptions that (i) the Over-allotment Option is not exercised, (ii) no further Class A Ordinary
Shares are allotted and issued under the 2018 Share Plan, and (iii) no Class B Ordinary Shares are converted
into Class A Ordinary Shares.
(4) Qiming entities’ interests in our Company are held through four entities, namely (i) Qiming V enture Partners
V , L.P ., (ii) Qiming Managing Directors Fund V , L.P ., (iii) Qiming V enture Partners VII, L.P ., and (iv) Qiming
VII Strategic Investors Fund, L.P . As of the Latest Practicable Date, the four entities directly held 47,787,195
Class A Ordinary Shares, 1,482,675 Class A Ordinary Shares, 13,471,028 Class A Ordinary Shares, and
124,144 Class A Ordinary Shares.
Qiming V enture Partners V , L.P . and Qiming Managing Directors Fund V , L.P . are exempted limited
partnerships registered under the laws of the Cayman Islands. Qiming GP V , L.P . is the general partner of
Qiming V enture Partners V , L.P ., whereas Qiming Corporate GP V , Ltd. is the general partner of Qiming GP
V , L.P . and Qiming Managing Directors Fund V , L.P ..
Qiming V enture Partners VII, L.P . and Qiming VII Strategic Investors Fund, L.P . are exempted limited
partnerships registered under the laws of the Cayman Islands. Qiming GP VII, LLC is the general partner of
both Qiming V enture Partners VII, L.P . and Qiming VII Strategic Investors Fund, L.P ..
(5) Include the Depositary holding our Class A Ordinary Shares underlying the ADSs.
(6) Does not take into account Class A Ordinary Shares to be subscribed for under the Global Offering by our
existing Shareholders (if any).
WVR STRUCTURE AND WVR BENEFICIARIES
Our Company has a WVR structure. Under the current WVR structure, our Company’s
share capital comprises Class A Ordinary Shares and Class B Ordinary Shares. Each Class A
Ordinary Share entitles the holder to exercise one vote, and each Class B Ordinary Share
currently entitles the holder to exercise 40 votes on any resolution tabled at our Company’s
general meetings, except for resolutions with respect to the Reserved Matters in relation to
which each Share is entitled to one vote. We have obtained irrevocable undertaking from the
WVR Beneficiaries that they shall, and shall procure the intermediary entities holding the
Class B Ordinary Shares controlled by them, to exercise ten votes for each Class B Ordinary
Share on any resolution tabled at any general meeting of our Company after the Listing and
before the Articles of Association are formally amended to incorporate the Unmet Articles
Requirements except for the purpose of passing the Amendment Resolutions at the Full
Shareholders’ Meeting for which each of our WVR Beneficiaries will exercise 40 votes for
each Class B Ordinary Share as referred to in “Waivers and Exemption — Requirements
Relating to the Articles of Association.” See “Share Capital — WVR Structure” for further
details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 270 –


--- page 281 ---
Immediately following the completion of the Global Offering, our WVR Beneficiaries
will be Dr. Han and Dr. Li. Assuming that the Over-allotment Option is not exercised and no
further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan, Dr. Han will
beneficially own and control, through his intermediary entities, 41,249,590 Class B Ordinary
Shares, and Dr. Li will beneficially own and control, through his intermediary entities,
27,129,666 Class A Ordinary Shares and 13,564,833 Class B Ordinary Shares, in aggregate
representing approximately (i) 7.98% of the total issued share capital of our Company, (ii)
10.00% of the economic interest in our Company taking into account their vested share options
granted under the 2018 Share Plan, (iii) 70.15% of the voting rights in our 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 40 votes, (iv) 7.98% of the voting rights in our
Company with respect to Shareholder resolutions relating to the Reserved Matters on the basis
that each Share entitles the holder to exercise one vote, and (v) 37.85% of the voting rights in
our 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 assuming that the exercise of voting right attached to each Class B Ordinary Share
will be capped at ten votes. See “Share Capital — WVR Beneficiaries” for further details.
PUBLIC FLOAT AND FREE FLOAT
So far as our Directors are aware, immediately following the completion of the Global
Offering (assuming that the Over-allotment Option is not exercised and no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan), the Shares held by XHL,
THL, Humber Partners, and Y anli, which are, or controlled by, core connected persons of our
Company will not be counted towards the public float.
So far as our Directors are aware, save as provided above, immediately following the
completion of the Global Offering (assuming that the Over-allotment Option is not exercised
and no further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan), the
remaining Shareholders are not core connected persons of our Company and will collectively
hold 944,674,241 Class A Ordinary Shares or approximately 97.2% of the total issued and
outstanding Class A Ordinary Shares, which will count towards the public float.
It is expected that our Class A Ordinary Shares listed on the Stock Exchange with a
market capitalization of approximately HK$32.5 billion (assuming a Public Offer Price of
HK$35.0 per Offer Share) are not subject to any disposal restrictions immediately following
the completion of the Global Offering. Therefore, our Company will be able to meet the
minimum public float and free float requirements under Rules 8.08 and 8.08A of the Listing
Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 271 –


--- page 282 ---
LOCK-UP
The table below sets out the list of persons who will be subject to lock-up requirement
pursuant to Rule 18C.14 of the Listing Rules.
Person Capacity
Number and Class of
Shares subject to
lock-up requirement
immediately following
the completion of the
Global Offering (1)
Percentage of Shares
subject to lock-up
requirement
immediately following
the completion of the
Global Offering (1)
Lock-up period for a
Commercial Company
(%)
Dr. Han Founder, chairman of our
Board, executive
Director, CEO, and
WVR Beneficiary
41,249,590 Class B
Ordinary Shares
(2)
4.0
The period commencing
on the date of this
prospectus and ending
on the date which is
12 months from the
Listing Date
Dr. Li Co-founder, executive
Director, CTO, and
WVR Beneficiary
27,129,666 Class A
Ordinary Shares
(3)
2.6
13,564,833 Class B
Ordinary Shares (4)
1.3
Dr. Zhong Senior vice president 16,573,442 Class A
Ordinary Shares
1.6
Notes:
(1) Based on the assumptions that (i) the Over-allotment Option is not exercised, (ii) no further Class A Ordinary
Shares are allotted and issued under the 2018 Share Plan, and (iii) no Class B Ordinary Shares are converted
into Class A Ordinary Shares.
(2) Represents the 24,850,000 Class B Ordinary Shares held by XHL and the 16,399,590 Class B Ordinary Shares
held by THL. XHL is wholly owned by Dr. Han. THL is owned as to 51% by XHL and as to 49% by Trident
Trust Company (South Dakota) Inc., or Trident. Trident is the trustee of the Han Family Trust where Dr. Han
is the protector and his descendants are the beneficiaries.
(3) Represents the 11,129,666 Class A Ordinary Shares held by Humber Partners and the 16,000,000 Class A
Ordinary Shares held by Y anli. Humber Partners is wholly owned by Dr. Li. Y anli is owned as to 51% by
Humber Partners and as to 49% by Trident. Trident is the trustee of the Li Family Trust where Dr. Li is the
protector and his descendants are the beneficiaries.
(4) Represents the 13,564,823 Class B Ordinary Shares held by Humber Partners and the 10 Class B Ordinary
Shares held by Y anli.
(5) Dr. Han and Dr. Li are entitled to receive 27,595,520 Class A Ordinary Shares and 10,513,974 Class A Ordinary
Shares, respectively, pursuant to the share options granted to them under the 2018 Share Plan, subject to the
relevant conditions (including vesting conditions) thereunder. The Class A Ordinary Shares to be allotted and
issued upon exercise of the share options by Dr. Han and Dr. Li during the period commencing on the date of
this prospectus and ending on the date which is 12 months from the Listing Date will also be subject to lock-up
during such period.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 272 –


--- page 283 ---
PRC REGULATORY REQUIREMENTS
SAFE Registration
Pursuant to the Circular of the State Administration of Foreign Exchange on Foreign
Exchange Administration of Overseas Investment, Financing and Round-trip Investments
Conducted by Domestic Residents through Special Purpose V ehicles (׵
), or the SAFE
Circular 37, promulgated by the SAFE and became effective on July 4, 2014, (i) a PRC resident
must register with the local SAFE branch before he or she contributes assets or equity interests
in an overseas special purpose vehicle, or the Overseas SPV , that is directly established or
indirectly controlled by the PRC resident for the purpose of conducting investment or
financing, and (ii) following the initial registration, the PRC resident is also required to register
with the local SAFE branch for any major change in respect of the Overseas SPV , including,
among others, a change of the Overseas SPV’s PRC resident shareholder(s), the name of the
Overseas SPV , terms of operation, or any increase or reduction of the Overseas SPV’s capital,
share transfer or swap, and merger or division.
Pursuant to the Circular of the State Administration of Foreign Exchange on Further
Simplification and Improvement in Foreign Exchange Administration on Direct Investment
() promulgated by
the SAFE and became effective on June 1, 2015, the power to accept SAFE registration was
delegated from the local SAFE branch to local banks where the assets or interests in the
domestic entity are located.
As advised by our PRC Legal Advisor, each of Dr. Han and Dr. Li has completed the
initial foreign exchange registration of overseas investments as required under the SAFE
Circular 37.
M&A Rules
Pursuant to the Regulations on Merger with and Acquisition of Domestic Enterprises by
Foreign Investors (), or the M&A Rules, jointly
issued by the MOFCOM, the SASAC, the STA, the CSRC, the SAIC, and the SAFE and
became effective on September 8, 2006 and amended on June 22, 2009, a foreign investor is
required to obtain necessary approvals when it (i) acquires equity in a domestic enterprise
thereby converting it into a foreign-invested enterprise, (ii) subscribes for new equity in a
domestic enterprise through an increase of registered capital thereby converting it into a
foreign-invested enterprise, (iii) establishes a foreign-invested enterprise which purchases and
operates the assets of a domestic enterprise, or (iv) purchases the assets of a domestic
enterprise and injects those assets to establish a foreign-invested enterprise. According to
Article 11 of the M&A Rules, if any domestic company, enterprise or natural person merges its
affiliated domestic company, or the M&A of Affiliated Relationships, in the name of a
company legally established or controlled by the aforesaid domestic company, enterprise or
natural person in foreign countries or regions, it shall be subject to the approval of the
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 273 –


--- page 284 ---
MOFCOM. In addition, where an offshore special purpose company, directly or indirectly
controlled by a PRC domestic company or natural person, acquires a domestic company with
equity in the aforementioned special purpose company for payment and such offshore special
purpose company will be listed overseas, approval from the CSRC is required.
Our PRC Legal Advisor is of the view that our Company is not required to obtain approval
from the CSRC under the M&A Rules for the Global Offering because, among others, when the
Company set up its offshore holding structure, each of the relevant wholly foreign-owned
enterprises was established by means of direct investment rather than by merger with or
acquisition of any PRC domestic companies as defined under the M&A Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 274 –


--- page 285 ---
CORPORATE STRUCTURE IMMEDIATELY BEFORE THE COMPLETION OF THE GLOBAL OFFERING
The chart below illustrates the simplified corporate and shareholding structure of our Group immediately before the completion of the Global
Offering (assuming that no further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan).
Our Company
(Cayman Islands)
WeRide (Singapore)
Pte. Ltd.
(Singapore)
Wenyuan Guangzhou
WeRide Middle East
General Trading Ltd
(UAE)
WeRide HK
(Hong Kong)
WeRide Corp.
(Delaware, United States)
Wenyuan Wuxi Guangzhou Jingqi Wenyuan Yuexing(7)
Wenyuan Shanghai Wenyuan Suxing Wenyuan Shenzhen Wenyuan Jingxing
Offshore
Onshore
100.0%100.0% 100.0% 100.0%
100.0%100.0%
100.0%
100.0% 100.0% 100.0% 100.0%
10.0%
69.0%
69.0%
Dr. Han(1) Dr. Li(2) Yutong
entities(3)
Alliance
Ventures(5)
Qiming
entities(4)
Other
Shareholders(6)
4.4% 4.3%
Dr. Zhong
1.8% 7.0% 6.8% 6.7%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 275 –


--- page 286 ---
Notes:
(1) Represents the 24,850,000 Class B Ordinary Shares held by XHL and the 16,399,590 Class B Ordinary Shares held by THL. XHL is wholly owned by Dr. Han. T HL is owned
as to 51% by XHL and as to 49% by Trident Trust Company (South Dakota) Inc., or Trident. Trident is the trustee of the Han Family Trust where Dr. Han is the pr otector and
his descendants are the beneficiaries.
(2) Represents the 11,129,666 Class A Ordinary Shares and the 13,564,823 Class B Ordinary Shares held by Humber Partners and the 16,000,000 Class A Ord inary Shares and the
10 Class B Ordinary Shares held by Y anli. Humber Partners is wholly owned by Dr. Li. Y anli is owned as to 51% by Humber Partners and as to 49% by Trident. Tri dent is
the trustee of the Li Family Trust where Dr. Li is the protector and his descendants are the beneficiaries.
(3) Y utong entities include Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Center (Limited Partnership) ( ቍψϛᔮྗჃ౽ঐၣᑌΆุ၍ଣʕː(Υ
ྫ)) and Beijing Xufeng Zhiyuan Intelligent Technology Partnership (Limited Partnership) (ҦΥྫΆุ(Υྫ)).
(4) Qiming entities include Qiming V enture Partners V , L.P ., Qiming Managing Directors Fund V , L.P ., Qiming V enture Partners VII, L.P ., and Qiming VI I Strategic Investors Fund,
L.P . For background and shareholding information of the Qiming entities, see “— Our Investors Before the Nasdaq Listing — Pathfinder SIIs” in this sec tion.
(5) For background and shareholding information of Alliance V entures, see “— Our Investors Before the Nasdaq Listing — Pathfinder SIIs” in this secti on.
(6) Other Shareholders include the Depositary holding our Class A Ordinary Shares underlying the ADSs.
(7) The remaining 21.0% equity interest in Wenyuan Y uexing is held by Guangzhou Baiyun Taxi Group Co., Ltd. (ʮ̡), or Baiyun Taxi, as to 16.0%,
and Science City (Guangzhou) Investment Group Co., Ltd. (۬(ᄿψ)ʮ̡), or Science City, as to 5.0%. To the best knowledge of our Directors, save for being
a shareholder of Wenyuan Y uexing, each of Baiyun Taxi and Science City is an independent third party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 276 –


--- page 287 ---
CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF THE GLOBAL OFFERING
The chart below illustrates the simplified corporate and shareholding structure of our Group immediately following the completion of the
Global Offering (assuming that there is no change in the shareholding of our public Shareholders from the Latest Practicable Date to immediately
following the completion of the Global Offering, the Over-allotment Option is not exercised, and no further Class A Ordinary Shares are allotted
and issued under the 2018 Share Plan).
Our Company
(Cayman Islands)
WeRide (Singapore)
Pte. Ltd.
(Singapore)
Wenyuan Guangzhou
WeRide Middle East
General Trading Ltd
(UAE)
WeRide HK
(Hong Kong)
WeRide Corp.
(Delaware, United States)
Wenyuan Wuxi Guangzhou Jingqi Wenyuan Yuexing(7)
Wenyuan Shanghai Wenyuan Suxing Wenyuan Shenzhen Wenyuan Jingxing
Offshore
Onshore
100.0%100.0% 100.0% 100.0%
100.0%100.0%
100.0%
100.0% 100.0% 100.0% 100.0%
10.0%
69.0%
63.1%
Other
Shareholders(6)
8.6%
Participants in the
Global OfferingDr. Han(1)
4.0%
Dr. Li(2)
4.0%
Dr. Zhong
1.6%
Qiming
entities(4)
6.1%
Alliance
Ventures(5)
6.2%
Yutong
entities(3)
6.4%
Notes (1) to (7): See notes (1) to (7) to the chart in “— Corporate Structure Immediately before the Completion of the Global Offering” in this section.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 277 –


--- page 288 ---
OUR MISSION
To transform life with autonomous driving.
OVERVIEW
WeRide is a global pioneer in L4 autonomous driving. We have deployed autonomous
driving products and solutions in over 30 cities across 11 countries, including China, the UAE,
Saudi Arabia, Switzerland, France, Singapore and Japan, as of the Latest Practicable Date. Our
robotaxi services are among the first in the world to achieve scaled commercial operation in
both China and the Middle East. In 2024, WeRide was ranked as the second-largest company
globally in revenue from L4 and above autonomous driving on city roads, capturing a 21.8%
market share, according to CIC.
We adopt a balanced growth strategy, prioritizing markets that demonstrate strong
potential for autonomous driving adoption in the long run – both internationally and in China’s
major cities – while focusing on regions where autonomous vehicles offer clear economic and
operational advantages. As of the Latest Practicable Date, we deployed a fleet of over 1,500
autonomous vehicles, comprising 1,108 self-operated vehicles and 415 vehicles deployed in
partnership with third parties. For self-operated vehicles, 286 vehicles were used for
commercial activities and 822 vehicles were used solely for testing purposes. All 415 vehicles
deployed in partnership with third parties were used for commercial activities.
We believe that securing a first-mover advantage in key overseas markets is critical to
establishing our long-term global leadership and capturing early commercial opportunities as
regulatory frameworks and market demand evolve. WeRide has established a leading
international footprint with notable first-mover advantages in key overseas markets. In France,
Switzerland and Belgium, WeRide is the only company that has successfully deployed L4
autonomous driving solutions to date, according to CIC. In Singapore, WeRide is the only
autonomous driving company with a dual presence in both robotaxi and robobus deployment,
maintaining a lead of at least 1.5 years ahead of the next market entrant in L4 development,
according to CIC. In the UAE, WeRide is more than two years ahead of the second player in
terms of L4 autonomous driving deployment and remains the first company in the world to
commence a L4 fully driverless testing outside of China and the U.S., according to CIC.
Similarly, in Saudi Arabia, WeRide leads by approximately two years in L4 autonomous
driving implementation, according to CIC.
Overseas markets, especially in Europe and the Middle East, present potentially higher
penetration rates for the technology and more favorable cost-performance dynamics, making
them ideal destinations for scaling our robotaxi services. For example, in Abu Dhabi, where we
have already commercialized, riding fares are listed around more than four times higher than
those in Tier 1 cities in China, according to CIC. We have over 100 robotaxis in the Middle
East, where we believe our robotaxis deliver superior unit economics and higher profitability.
We plan to continue to scale our current fleet and expand to more global cities, deploying tens
of thousands of robotaxis in the coming years.
BUSINESS
– 278 –


--- page 289 ---
Technology leadership. Our success is built on WeRide One , our universal technology
platform that integrates our robust, proprietary technology stacks including a closed-loop
simulation engine, hybrid architectures, in-house infrastructure, high-quality datasets,
sophisticated high-performance computing platform, unified operations platform and
hardware. These capabilities allow us to consistently develop and deliver safe, reliable, and
commercially viable autonomous vehicles that meet the demands of everyday use. One of our
key innovations is WeRide GENESIS, short for Generative Engineered Neural Environment
for Simulated Intelligence in Self-driving, a proprietary, all-in-one, closed-loop simulation
engine that generates intelligent scenarios and high-fidelity simulations. It supports large-scale
data augmentation, model validation, and training, accelerating development cycles and
enhancing model robustness. This is the core of our closed-loop R&D ecosystem, empowering
us to test smarter, iterate faster and deploy broader. We believe WeRide GENESIS is capable
of addressing closed-loop simulation, one of the most critical challenges in the industry. To
date, our universal technology platform has enabled the launch or revenue generation of 15 L4
vehicle models, nine of which are robotaxi models.
Operational excellence and efficiency. We believe scaling a robotaxi fleet goes beyond
technology. Operational excellence and execution efficiency are critical differentiators in
international markets with diverse demographics and rider preferences. While several peers
have entered the Middle East, we are currently the only company operating a fare-charging,
public robotaxi fleet at scale in the region for nearly a year, according to CIC. In Abu Dhabi,
our fleet has more than tripled since the end of 2024, with trip volumes increasing at a greater
scale. In October 2025, WeRide vehicle completes up to 18 trips per 12-hour shift, while
operating in an ODD covering approximately 50% of Abu Dhabi’s core. Rigorous SOPs with
partners covering customer support, field operations, and all other operational aspects ensure
the highest standards of safety and service as we transition our service to driverless commercial
stage. These capabilities put us ahead of peers in overseas markets, providing a strong head
start for long-term success.
Proven safety and real-world performance. WeRide’s autonomous vehicles demonstrated
proven safety and performance in complex urban environments across multiple continents
Across all deployments, our vehicles have reliably handled peak traffic, mixed road conditions,
and right time driving. As of the date of this prospectus, we have accumulated approximately
55 million kilometers of L4 autonomous driving mileage on public roads. According to CIC,
our MPI recorded from California Department of Motor V ehicles consistently ranked highest
among commercial stage L4 autonomous driving companies throughout the period from 2022
to 2024, underscoring our technological leadership and the strength of our autonomous driving
systems. As of the Latest Practicable Date, our robotaxis had completed over 2,200 days of
public commercial operations on open roads, while maintaining a track record of no regulatory
discipline for autonomous driving system failure, representing the highest safety performance
among peers, according to CIC. In Abu Dhabi, we have launched commercial operations across
nearly half of Abu Dhabi’s core areas, including Al Maryah and Al Reem Islands. In addition,
we initiated the fully driverless testing in Abu Dhabi, marking the first instance of such testing
outside of China and the United States, according to CIC. In Beijing, our robotaxis navigate
over 600 square kilometers of dense city traffic, including major hubs such as Beijing South
BUSINESS
– 279 –


--- page 290 ---
Railway Station which serves over 150,000 passengers daily. Furthermore, we have received
approval to conduct late-night testing of our robotaxi on public roads within the Beijing
High-Level Autonomous Driving Demonstration Zone. In Guangzhou, we have introduced
eight autonomous robotaxi pilot operation routes in central Guangzhou, establishing China’s
first 24-hour autonomous ride-hailing network covering the core areas of a Tier-1 city. Across
all deployments, our vehicles have reliably handled peak traffic, mixed road conditions, and
night-time driving.
Global expansion strategy. We are committed to making autonomous driving technology
globally accessible. Our international expansion is driven by a proven and replicable model of
responsible market entry and strategic local partnerships, focusing on Europe, the Middle East
and Southeast Asia where adoption potential and cost-performance dynamics are favorable.
Depending on market dynamics and strategic fit, we can choose to operate robotaxis directly
or collaborate with partners to co-manage fleets. By collaborating closely with our local
partners, we are able to harness complementary strengths, pairing our solid autonomous driving
technology with their established infrastructure and operational agility. This approach enables
rapid scaling while maintaining high standards of safety and service, at higher efficiency and
less cost. We are committed to fostering dialogue and building relationships with regulators
and governments to understand their needs and work collaboratively to support the
development of responsible autonomous driving ecosystems.
Ecosystem and partnerships. We have cultivated a robust ecosystem around our
cutting-edge autonomous driving technology by forming strategic partnerships with key
players across the mobility landscape. Our partners include leading global vehicle OEMs,
shared mobility platforms, Tier-1 suppliers, logistics providers, and urban service operators.
Notably, WeRide has established strategic and equity partnerships with industry leaders
including Bosch, Grab, Nvidia and Uber. Through these collaborations, we accelerate the
responsible adoption of autonomous driving, and foster innovation across the industry,
ultimately creating a positive impact on society. As the primary enabler, we sit at the center of
the autonomous mobility ecosystem, leading the development and deployment of autonomous
solutions through our proprietary technology platform and empowering multi-party
collaboration and driving industry-wide innovation.
BUSINESS
– 280 –


--- page 291 ---
WeRide’s advanced technology, safety record, global footprint and strong partnerships
position us as a global leader in autonomous driving. Below is an overview of our international
operations and experience:
1,500+(1) / 700+
Vehicles / Robotaxis in L4 autonomous
driving fleet(2)
30+ Cities in
11 Countries
with testing or commercial activities across
multiple products(2)
7 Countries
where our products have received
autonomous driving permits (China,
the UAE, Singapore, France, Saudi Arabia,
Belgium and the US)(2)
Over 2,200 Days
of proven
operation record(2)
Approximately 55 Million
Kilometres
Autonomous driving mileage on
public roads(2)
No Regulatory Discipline
for autonomous driving system failure(3),
representing the highest safety
performance among peers(4)
Global Leader in Autonomous Driving
Notes:
(1) During the Track Record Period, 276, 335, 471, and 539 vehicles were engaged in commercial activities in
2022, 2023, 2024, and the six months ended June 30, 2025, respectively. As of 2022, 2023, 2024 and June 30,
2025, our fleet deployed for commercial activities includes 120, 157, 202 and 198 self-operated vehicles and
156, 178, 269 and 341 vehicles deployed in partnership with third parties. In addition, 263, 319, 618, and 775
vehicles were used solely for testing purposes during the same periods, all of which were self-operated.
(2) As of the Latest Practicable Date
(3) Throughout the period from the commencement of our road testing on June 24, 2017 up to the date of the
prospectus
(4) According to our Directors
Robotaxi
Robotaxi is our flagship product and a powerful demonstration of our autonomous driving
technology. It plays a central role in our expansion and growth strategy. As a complementary
and alternative mobility solution, robotaxi offers up to 70% lower costs compared to traditional
taxi services. This cost efficiency makes it especially viable in markets where human labor is
expensive, scarce, or unreliable.
As of the Latest Practicable Date, our robotaxis have completed over 2,200 days of public
commercial operations on open roads with no regulatory discipline related to autonomous
driving system failures. We launched paid robotaxi services to the public in Guangzhou, China
in 2019. Our latest-generation robotaxi model, GXR, entered commercial production and
public services in 2024, and we are actively scaling deployments in 2025.
BUSINESS
– 281 –


--- page 292 ---
We deliver robotaxi and related services on a whole-package basis, which we believe is
more operationally and regulatorily feasible in the near term, as it ensures consistent service
quality and safety standards. Our revenue sharing model combines a minimum fixed fee with
shared upside, aligning incentives with our partners while ensuring predictable returns. We
believe our robotaxis offer superior unit economics and higher profitability compared to
traditional taxis, see “Industry Overview — Overview of Global Robotaxi Market — Unit
Economics for Robotaxis.” The payback period following initial deployment is closely tied to
vehicle utilization and speed of market expansion, which is why we prioritize rapid deployment
in close collaboration with local partners, with a clear roadmap toward fully driverless L4
operations.
Internationally, we operate the largest robotaxi fleet in the Middle East. As the only
company authorized for driverless testing in Abu Dhabi, we have begun commercial operations
with a safety driver onboard, with fully driverless L4 services without a safety driver onboard
expected to launch in 2025. We are conducting road testing in Dubai and running the country’s
first and only pilot program in Riyadh, Saudi Arabia, where rides are being offered exclusively
to selected users. In Switzerland, we have launched pilot robotaxi testing.
We have already achieved fully driverless L4 operations in Guangzhou and Beijing. In
July 2025, partnering with Chery and Jinjiang Taxi, we brought our robotaxi ride-hailing
services to Shanghai, which marks robotaxi’s official entry into the tenth city globally. In
addition, we and Chery recently unveiled the CER, a new-generation pre-installed mass-
produced robotaxi model, jointly built on our universal technology platform, WeRide One , and
EXEED’s STERRA ET vehicle architecture.
Our robotaxi business delivered record-breaking results in the first half of 2025,
highlighting its accelerating commercial momentum and growing contribution to our overall
performance. Robotaxi accounted for 31.1% of our total revenue in the first half of 2025,
reflecting its increasing strategic importance. Our overall revenue grew by 32.8% in the first
half of 2025, compared to the same period in 2024, with robotaxi emerging as the primary
growth driver. These results underscore the scalability and profitability of our robotaxi model,
both in absolute terms and as a share of total revenue.
Our Core Technology
We have developed WeRide One , a universal technology platform that integrates our
proprietary technology stacks including a closed-loop simulation engine, hybrid architectures,
in-house infrastructure, high-quality datasets, sophisticated high-performance computing
platform, unified operations platform and hardware. These capabilities allow us to consistently
develop and deliver safe, reliable, and commercially viable autonomous vehicles that meet the
demands of everyday use.
BUSINESS
– 282 –


--- page 293 ---
WeRide GENESIS
A cornerstone of our L4 autonomous driving capabilities is WeRide GENESIS, our
proprietary, all-in-one, closed-loop simulation engine. It allows autonomous vehicles to be
tested in a digital twin of the real world — safely, efficiently, and at scale, representing a
transformative leap forward in autonomous vehicle simulation. WeRide GENESIS is purpose-
built to address the three critical feedback loops essential for safe and scalable autonomy: the
data loop, the algorithm loop, and the simulation-validation loop. Among these, the
simulation-validation loop is the most technically demanding and strategically pivotal, as it
directly impacts the speed, adaptability, and safety of large-scale deployment. Outlined below
are the core capabilities of the WeRide GENESIS.
 High-fidelity Virtual Testing . At its core, WeRide GENESIS is designed to replicate
real-world driving environments with an unprecedented level of fidelity, powered by three
foundational technologies: generative AI, full-sensor rendering, and smart agent
modeling. It enables end-to-end simulation where autonomous agents interact with and
influence their environment, supporting millions of test iterations across diverse,
high-risk scenarios, including rare corner cases, that are difficult or unsafe to replicate in
the real world.
 Smart Scenario Engine . At the core of WeRide GENESIS is our Smart Scenario engine,
which leverages generative AI to build realistic city-scale environments from scratch.
Key capabilities of the Smart Scenario engine include the following:
Smart Scenario
Digital Twin
World
Generation
Engine
Dynamic 3D
Reconstruction
Engine
Generative AI
Smart
Agent
Smart Simulation
Smart
Metric
Smart
Diagnosis
Data Augmentation
Validation
Training
WeRide
W
eR
i
d
e
GENESIS
o World generation. WeRide GENESIS can reconstruct entire urban environments in
minutes, layering road networks, traffic signals, vegetation, and infrastructure with
controllable parameters. Compared to traditional workflows that require extensive
manual modeling, WeRide GENESIS significantly enhances efficiency, reducing
both time and cost for environment reconstruction. By generating city-scale
environments in minutes and simulating complex agent behavior across thousands of
BUSINESS
– 283 –


--- page 294 ---
edge cases, WeRide GENESIS empowers autonomous driving teams to iterate faster,
test broader, and deploy smarter. Besides, the full-sensor rendering engine supports
real-time rendering of camera and radar views, enabling generation of sensor data
conforming to the real-world physical laws in virtual environments, such as different
sensor positions and viewing angles to ensure the efficient testing of the algorithms,
especially for the scenarios that are rarely captured in real-world, such as emergency
interactions with police or fire vehicles.
o 3D reconstruction. Smart Scenario engine also features 3D reconstruction
capabilities, allowing dynamic scene editing and regeneration. For example, when
simulating evasive maneuvers, WeRide GENESIS can adjust the scene’s geometry,
such as adding barriers, as well as ego vehicle’s behavior and responses accordingly,
a task that would otherwise require extensive manual editing or dangerous
real-world testing.
o Generative AI enabled. WeRide GENESIS supports multi-modal inputs (text,
images, video) to generate new scenarios in seconds, even on consumer-grade
GPUs. It enables fidelity testing under extreme conditions (e.g., wrong-way
driving), generalization across weather and lighting (e.g., snow-covered roads with
obscured lane markings), and sim-to-real style transfer for realistic scene adaptation
(e.g., by adding shadows, barriers, or water accumulation on highways).
 Smart Simulation . Besides scenario generation, WeRide GENESIS also has the ability to
execute a smart simulation-validation loop which includes the following key elements:
o Smart agents. The smart agent models of WeRide GENESIS can simulate complex
agent interactions, such as vehicles navigating intersections with conflicting signals
or pedestrians crossing unexpectedly, with high behavioral realism. It can simulate
hundreds of agents simultaneously, predicting their trajectories in response to ego
vehicle’s different driving behaviors over extended time horizons. This capability is
critical to test the robustness of ego vehicle’s decision-making algorithms.
o Smart metrics. WeRide GENESIS also supports multi-tiered evaluation, combining
AI-based metrics with human-in-the-loop assessments. Built-in metrics can turn
driving behaviors in various scenes to system performance metrics that cover safety,
compliance, comfort and progress. With proprietary sampling strategies, various
scenarios can be assembled to reflect the scene distribution of the physical world,
therefore system performance can be predicted in different operational design
domains.
o Smart diagnosis. WeRide GENESIS has the ability to automatically capture the
scenes in which ego behaviors are not desirable, help diagnose the root causes,
therefore accelerate the technology stack iteration.
BUSINESS
– 284 –


--- page 295 ---
WeRide GENESIS transforms our R&D and commercialization efforts, delivering
tangible real-world value by streamlining the development and deployment of autonomous
mobility solutions. It accelerates time-to-market for our robotaxi and other L4 vehicles by
offering a high-fidelity alternative to costly and unsafe real-world testing and reducing
development cost. By rigorously validating autonomous systems in high-fidelity simulations
before public rollout, WeRide GENESIS significantly improves reliability and reduces the
likelihood of unexpected performance issues. This system serves as the cornerstone of
WeRide’s ability to scale safely and efficiently across global markets.
Broader Technology Stack
 Hybrid architecture. We utilize a hybrid approach that combines a deterministic overlay
with an end-to-end model. While pure end-to-end models have many benefits, they may
not suit every real-world driving scenario. Our approach provides a balance of
adaptability, reliability, safety, and transparency for the most robust and reliable
commercial autonomous driving solutions, by combining deterministic logic with
end-to-end learning models.
 Infrastructure and core capabilities. Our infrastructure forms the backbone of our
technology capabilities, encompassing data processing and annotation, storage,
collaborative distributed model and cloud-native development platform. We also have
proprietary model training and inference platforms and an expansive suite of tools for
simulation, incident analysis, and data analytics, among others. These capabilities have
not only enabled the development of our solutions but are also important to broader AI
applications that will be critical to our continued success and innovation.
 Data assets. Data is the lifeblood of our development and training process. We are the
only player globally with an extensive library of real-world data collected under L2 to L4
use cases from diverse vehicle types, according to CIC. We have generated data from over
six years of operations and our partnerships. To date, we have accumulated approximately
55 million kilometers of driving data. This dataset is complemented by high-quality
synthetic and simulated data generated internally, including through WeRide GENESIS,
enabling efficient training and robust model performance. Our data strategy allows us to
cover long-tail scenarios and corner cases for autonomous driving with precision. As we
accumulate more operational miles and encounter more diverse cases, and with the
assistance of synthetic data and simulated scenarios, our models improve continuously.
 HPC 3.0 platform. We launched the HPC 3.0 high-performance computing platform,
jointly developed with Lenovo and powered by NVIDIA ’s latest DRIVE AGX Thor chips.
HPC 3.0 debuts in our latest-generation robotaxi, the GXR, making it the world’s first
mass-produced L4 autonomous vehicle built on NVIDIA ’s latest DRIVE AGX Thor chips.
The HPC 3.0 platform is built on Lenovo’s AD1 L4 autonomous driving domain
controller — delivering up to 2,000 TOPS of AI compute, representing the most powerful
computing platform available to support L4 autonomy. Fully automotive-grade, HPC 3.0
reduces the cost of the autonomous driving suite by 50%, paving the way for GXR’s
large-scale commercial deployment.
BUSINESS
– 285 –


--- page 296 ---
 Operations platform. All of our services are offered on a market-proven, unified platform
that can be utilized for deployment and day-to-day operations. We leverage this platform
to replicate our successful deployment experience in new markets. Operationally, we also
utilize this platform to manage dynamic trip demand, enhance vehicle utilization, and
improve passenger experience. With this platform, we have significantly reduced the time
to market for entering new verticals. We have launched a broad range of autonomous
products, from L2 to L4, addressing the vast majority of transportation needs across the
widest range of use cases on open road across mobility, logistics, and sanitation.
Other Solutions
In addition to robotaxis, we offer other L4 products and solutions across mobility,
logistics, and sanitation. These solutions leverage our existing infrastructure and technology
stack, including a unified operations platform, and provide a greater diversity of operational
data while allowing us to service distinct customer use cases. We also provide ADAS at L2 to
L3 and research and development services to Bosch and autonomous driving research and
development services to Nissan. Our end-to-end model employs a large visual-language model
which is encoded with general knowledge of the world and then trained with nearly one million
hours of carefully selected high quality driving data from human drivers and simulated driving
scenarios. This approach ensures the trained model has a general understanding of the world
as well as deep driving insights. Today, we are the only autonomous driving company in the
world that has also successfully commercialized a suite of L4 products and solutions, at large
scale globally, according to CIC. Our work in developing and commercializing ADAS allows
us to leverage our leading L4 technology as well as to test it in the real world. Additionally,
this affords us valuable data that helps us advance our L4 efforts. See “— Our Products and
Solutions” for more details.
Go-to-Market Strategy
We adopt a balanced growth strategy, prioritizing markets that demonstrate strong
potential for autonomous driving adoption, while focusing on regions where autonomous
vehicles offer clear economic and operational advantages. Overseas markets, especially in
Europe and the Middle East, present potentially higher penetration rates for the technology and
more favorable cost-performance dynamics, making them ideal destinations for scaling our
robotaxi services.
In each market, we strategically split roles and responsibilities with our partners to
maximize efficiency and leverage complementary strengths. In overseas markets, we have
strategically adopted an asset-light approach to accelerate execution speed and operational
efficiency. Instead of managing field operations directly, we collaborate with local partners for
services such as dispatch, cleaning, and maintenance, who in turn rely on our technology and
operational expertise to deliver robotaxi services. This approach reduces our capital and
operating costs and allows us to focus on core technology. In parallel, we typically take the lead
in regulatory communications, engaging with authorities to understand their priorities and
demonstrate how our autonomous solutions align with public goals, such as reducing traffic
BUSINESS
– 286 –


--- page 297 ---
congestion, lowering emissions, and addressing labor shortages. By showcasing the safety,
efficiency, and social value of our technology, we position ourselves as a trusted partner in
advancing public interests. We also lead on-the-ground preparations early on, which grants us
greater autonomy and control, ensuring that the ecosystem is designed and built around WeRide
as the central orchestrator rather than just a participant.
This structure reinforces our strategic importance and positions us as the indispensable
core of the ecosystem, while allowing each party to focus on areas where they hold a
competitive advantage. Specifically, our partners contribute their deep insights into local
demand patterns, as well as robust local operational infrastructure and established customer
base, enabling us to target high-demand zones with greater cost-effectiveness and precision.
Meanwhile, we focus on advancing our autonomous driving products and technology and their
localized deployment, while contributing our extensive operation expertise.
Our go-to-market strategy emphasizes rapid yet responsible commercialization,
deploying our vehicles alongside existing fleets to overcome the cold-start problem and
accelerate utilization. We only offer our vehicles bundled with services, ensuring consistent
quality and reinforcing our commitment to long-term partnerships.
As we expand, we continue to build a robust ecosystem around our innovative technology
and solutions, forming strategic alliances with leading global vehicle OEMs, shared mobility
platforms, Tier-1 suppliers, logistics providers, and urban service operators. This ecosystem,
led and shaped by WeRide, enables us to define the standards for autonomous services and
influence both public perception and industry expectations, a key competitive advantage in
each market we enter.
OUR STRENGTHS
Advanced Autonomous Driving Technology
We are a global leader in autonomous driving technology and operations. Our advanced
research and development capabilities and extensive real-world operational experience
accumulated over years has powered a continuous cycle of innovation.
At the core of our technology is a robust in-house infrastructure that supports scalable
development. This includes a cloud-native, distributed platform for data processing,
annotation, storage, and collaborative model development. We have built proprietary systems
for model training and inference, supported by a comprehensive suite of tools for simulation,
incident analysis, and data analytics.
Our autonomous driving stack features a hybrid navigation architecture that supports both
high-definition map-based systems and flexible map-less or light-map solutions. By leveraging
precise localization, real-time scene understanding, and multi-sensor fusion, our vehicles
operate reliably across structured roads and complex, unstructured environments. These
capabilities are integrated across L2 to L4 applications, enabling deployment from assisted
driving to full autonomy.
BUSINESS
– 287 –


--- page 298 ---
A key innovation within our technology stack is WeRide GENESIS, a proprietary,
all-in-one, closed-loop simulation engine that underpins our L4 capabilities. WeRide GENESIS
integrates data, algorithm development, and simulation into a unified R&D ecosystem. It
enables high-fidelity, end-to-end virtual testing with realistic agent interactions, rapid
city-scale environment generation, and multi-modal scenario creation using generative AI.
WeRide GENESIS supports full-sensor rendering, advanced 3D reconstruction, and sim-to-real
adaptation, allowing for efficient validation of rare and complex driving scenarios. This system
significantly accelerates model iteration, enhances generalization, and reduces reliance on
physical testing, making it a critical enabler of safe, scalable, and globally deployable
autonomous solutions.
Our technological advantage is further amplified by our extensive and diverse datasets.
In addition to real-world data collected across L2 to L4 use cases from multiple vehicle types,
we also generate high quality synthetic data internally. This data strategy can significantly
reduce the time needed for data processing, and greatly improve R&D efficiency. With our
comprehensive datasets, we excel at covering corner cases for model training, such that our
autonomous driving systems are technologically ready for the complexity and uncertainties in
real-world settings.
Innovative, Proven and Scalable Business Model
At the core of our success is a business model that is not only proven but highly scalable,
a critical advantage as we expand globally. Our scalability is underpinned by cost efficiency
and a standardized operating protocol that enables rapid, repeatable deployment of robotaxi
operations across global markets, giving us a unique edge in international expansion. Our
latest-generation robotaxi, GXR, is powered by NVIDIA DRIVE X Thor chips. This advanced
hardware foundation significantly enhances the scalability of our operations by ensuring safety,
reliability, and seamless integration across different geographies and regulatory environments.
This business model supports diverse and innovative revenue streams, including dynamic
pricing, performance-based service fees, and profit-sharing arrangements. We also license our
technologies to select partners. Our flexible pricing structure includes a minimum fixed fee
component, providing downside protection during the operational phase, while variable fees
allow us to capture upside as utilization grows. For example, a significant one-time payment
upon vehicle delivery ensures early revenue realization, while ongoing service fees tied to
performance and usage enable long-term value capture.
Also integral to our business model is our closed-looped R&D ecosystem that attracts
strategic partners, enabling us to integrate third-party data and real-world operational insights
into our technology development. This continuous feedback loop enhances user experience,
strengthens partnerships, and accelerates market expansion. By leveraging this ecosystem, we
reduce R&D costs, improve operational and supply chain efficiency, and shorten time-to-
market for new verticals. Its scalability and versatility have supported the rapid
commercialization of a wide range of autonomous products for open-road applications, fueling
ongoing innovation and reinforcing our leadership in the autonomous driving industry.
BUSINESS
– 288 –


--- page 299 ---
Global Footprint and Proven Track Record of Expansion
We are the only L4 autonomous driving company with operations in 11 countries,
including China, the UAE, Saudi Arabia, Switzerland, France, Singapore and Japan, according
to CIC. Our vehicles are operating and testing in over 30 cities worldwide, making us the only
commercial robotaxi operator with such a broad and active global presence. This extensive
footprint, combined with our comprehensive L4 capabilities, positions us as the undisputed
global leader in autonomous driving. Meanwhile, international markets offer a compelling
environment for autonomous driving commercialization, with clearer regulatory pathways,
higher service pricing potential, and more scalable deployment conditions. These factors allow
us to validate our unit economics more efficiently, especially for robotaxi operations, and
demonstrate the long-term viability of our business model. Our presence in multiple countries
also provides valuable market insights and enhances local value chain opportunities where we
deploy our fleet.
Our global expansion is not only wide-reaching but also deeply rooted in operational
excellence. We prioritize quality of deployment alongside scale, ensuring that each market we
enter is supported by robust infrastructure, strong local partnerships, and a clear path to
commercialization at scale. The Middle East is a prime example: in the UAE, we operate the
largest robotaxi fleet through partnerships with ride-hailing platforms, and we are the only
company authorized for driverless testing in Abu Dhabi. Our services are being integrated into
Dubai’s public transportation system, reflecting both the depth of our local engagement and the
maturity of our operations.
We strategically split roles and responsibilities with our partners to maximize efficiency
and leverage complementary strengths. In overseas markets, we have strategically adopted an
asset-light approach to accelerate execution speed and operational efficiency. Instead of
managing field operations directly, we collaborate with local partners for services such as
dispatch, cleaning, and maintenance, who in turn rely on our technology and operational
expertise to deliver robotaxi services. This approach reduces our capital and operating costs
and allows us to focus on core technology. Our expansion model has been validated through
strategic partnerships with Uber in the UAE and Saudi Arabia, Flughafen Zürich AG in
Switzerland, Beti in France, Chye Thiam Maintenance in Singapore, Grab in Southeast Asia,
and others. In parallel, we typically take the lead in regulatory communication and
on-the-ground preparation in each market early on, which grants us greater autonomy and
control, ensuring that the ecosystem is designed and built around WeRide as the central
orchestrator rather than just a participant. Overall, this structure reinforces our strategic
importance and positions us as the indispensable core of the ecosystem, while allowing each
party to focus on areas where they hold a competitive advantage.
As we continue to expand, we aim to be the first mover in each new market, building
brand recognition, establishing trust with local stakeholders, and forming a local ecosystem
before competitors enter. This first-mover advantage enables us to shape the narrative around
autonomous driving and define the standards for the services we offer, which is a core part of
our competitive edge.
BUSINESS
– 289 –


--- page 300 ---
Ecosystem of Strong Partners
Our strategic partnerships with key ecosystem participants have been instrumental in
accelerating the commercialization of our technology, driving our rapid growth in the past, and
positioning us for continued success in the future. By forging strong alliances with world-class
vehicle manufacturers, Tier-1 suppliers, logistics providers, urban service providers, and other
industry leaders, we have built a robust network that supports innovation, scalability, and our
competitive edge.
Collaborations with these industry leaders serve as an endorsement of our technological
expertise and capabilities. Partnering with globally recognized organizations, such as Uber and
Grab, demonstrates the trust and confidence they place in our solutions, validating our position
as a leader in autonomous driving technology.
These partnerships also provide deep insights into the incremental development of
autonomous driving technology across diverse use cases, enabling us to refine our technology,
products, and services using real-world data and feedback from a variety of applications. This
diversity of data enhances our ability to innovate and adapt to evolving market needs.
Partnerships with go-to-market partners afford us access to their market expertise,
customer networks, and infrastructure, enabling rapid deployment and scalability. By tailoring
our solutions to regional demands, we ensure relevance across diverse markets while
accelerating the commercialization of our technology. This collaborative approach allows us to
deliver customized, high-impact solutions that meet the unique needs of each market we serve.
In addition to our ecosystem partnerships, we are supported by reputable investors who
provide significant business and financial resources. Their support not only strengthens our
financial position but also reinforces our ability to execute ambitious growth strategies and
maintain our leadership in the autonomous driving industry.
Strong Technical Capabilities Led by Visionary Management
We believe talent is the foundation of our core competencies. We are led by our founder
and CEO, Dr. Han, a world-class autonomous driving expert who has been instrumental in
attracting and training global talent as well as fostering a culture of technical excellence and
innovation. He was the former chief scientist of Baidu’s autonomous driving unit and a tenured
professor with more than 20 years of experience in computer vision and machine learning.
Our management team has a combination of deep technological expertise and market
savviness, focused on delivering real-world solutions for our customers and users today. As of
June 30, 2025, we have built a strong team of 3,718 employees, including 3,588 full-time
employees and 130 temporary employees (interns) globally, approximately 93.7% of whom are
R&D staff including top-notch AI scientists and autonomous driving engineers and talents from
top universities and institutions.
BUSINESS
– 290 –


--- page 301 ---
OUR STRATEGIES
Continue to Develop and Enhance Technology Capabilities
We will continue to develop and enhance our technology capabilities. We plan to enhance
our infrastructure and core capabilities to consistently support the upgrade of our autonomous
driving solutions, including mapping solutions, data loop, simulation, analysis, model training,
validation and deployment, and for the continuous self-improvement of our models to form a
virtuous cycle and enhance efficient decision-making for intelligent driving. We intend to
incorporate advanced third-party AI tools into our infrastructure, and develop AI tools
internally.
We plan to further invest in our in-house data labeling and processing platforms, and to
maximize our LLMs, VLMs, and natural language capabilities. We are focused on enhancing
our data loop support system to improve efficiency in managing data demands, scheduling,
collection, and utilization. In addition, we plan to develop and upgrade our comprehensive
simulation training and validation platform by incorporating a wider range of scenarios into our
simulation system and improving the consistency of algorithm validation and analysis.
Furthermore, we plan to invest in data compliance, security management, and the training and
tuning of our algorithm models.
We are dedicated to enhancing our software and hardware capabilities. We will focus on
improving the accuracy and efficiency of our algorithms. For hardware, we will focus on
integration of onboard computing units and modular sensor suites, to assist in the improvement
of algorithm and technical maturity of our products.
Additionally, we will invest in the upgrade of the software and algorithms of WeRide Go ,
our own online taxi platform, in areas such as vehicle search, dispatching and scheduling
algorithms, optimizing passenger safety verification, monitoring and safety takeover functions,
and operating an intelligent customer service center and remote support platform, to ensure a
smooth robotaxi ride experience.
Scale Up Commercialization and Explore Incremental Revenue
We are one of the few autonomous driving companies globally that have reached the
driverless milestone, generating revenues from product sales, related services and ADAS
services.
On top of our current robotaxi commercial deployment, we seek to achieve large-scale
commercialization and broader global rollout of our robotaxi services from 2025 onwards. We
plan to continually collaborate with existing and new local partners to deploy our robotaxis in
Europe, the Middle East and Southeast Asia, etc. In new markets, we plan to replicate our
successful UAE robotaxi model, which includes proactive engagement with local authorities,
BUSINESS
– 291 –


--- page 302 ---
partnerships with go-to-market partners, and outsourcing capital-intensive operations to local
entities. In addition to partnering with external mobility platforms, we expect to expand the
operation of robotaxi ride services on WeRide Go , invest in vehicle co-production, and expand
the test areas globally.
For our other L4 vehicles, namely robobuses, robovans and robosweepers, we intend to
strengthen cooperation with private enterprises and public sector clients to increase vehicle
sales and related services offerings, further advancing commercial production and operation.
We also intend to prepare for the expansion of the test areas, commercial production and
operation of robovans and robosweepers.
To boost our profitability further, we intend to explore new revenue streams, including
dynamic pricing models that involve ongoing service revenues and profit-sharing arrangements
or by licensing our technologies.
Accumulate Operational Knowledge and Optimize Processes
We will continue to accumulate real-world operational experience through the
deployment and operation of L4 vehicles. This experience will enable us to refine our
deployment and operational procedures, which will prove invaluable for efficient market entry
and business ramp-up.
We have developed standard operating protocols internally, which can be further
customized to suit specific partnerships and markets. We will collaborate closely with our
partners to tailor these standard procedures to meet their unique needs, expectations, and
internal requirements. We will establish a feedback loop, allowing us to address our partners’
operational concerns and incorporate their inputs in an efficient manner. Additionally, we will
tailor our standard deployment procedures to align with the specifics of local market standards.
As we expand our operations and accumulate more real-world knowledge, we will
regularly review and refine our internal standard operating and deployment procedures to
ensure they remain effective and responsive to evolving needs.
Retain Talent to Build a Leading Team in the Industry
We aim to attract top-tier global talent who are passionate about autonomous driving,
including R&D experts who can contribute to our technology development and other personnel
who can contribute to our expansion, deployment and commercialization efforts. To cultivate
specialized talent, we will invest in training and internal mentorship initiatives that empower
employees to develop expertise around L4 autonomous driving, including AI, LLM, VLM, and
algorithms. Additionally, we provide opportunities for employees to work on groundbreaking
projects with real-world impact, ensuring their work is both meaningful and rewarding. By
offering these opportunities and a shared vision for the future of autonomous driving, we aim
to retain top talent.
BUSINESS
– 292 –


--- page 303 ---
Strengthen and Expand Collaborations with Ecosystem Partners
We aim to continually strengthen and expand our collaborations with ecosystem partners,
including world-class vehicle OEMs, technology providers, go-to-market partners, and
operation allies. These alliances will allow us to maintain a robust supply chain, broaden our
consumer reach, and diversify our revenue sources. We aim to work closely with OEM partners
to accelerate homologation processes, engage in product design, and improve our hardware
capabilities. We believe our end-to-end mass-market ADAS solutions brings real value to
OEMs today. We will work with our technology partners, particularly chip manufacturers, to
develop cost-effective hardware, such as computing units. In addition, we plan to collaborate
with go-to-market partners to deploy our fleets more rapidly and efficiently, accessing a larger
consumer base and expanding geographic reach. We also plan to strengthen our relationships
with operational allies to scale our commercial deployments. By collaborating with these
partners, we aim to optimize resource allocation and ensure a more effective rollout of our
initiatives.
INNOV ATIVE COMPANY
We believe we satisfy the suitability requirement of being an innovative company as
defined in paragraph 4 of Chapter 2.2 of the Guide for New Listing Applicants. We believe our
success is attributable to our advanced autonomous driving technology and innovative business
model. See “— Our Strengths — Advanced Autonomous Driving Technology” and “— Our
Strengths — Innovative, Proven and Scalable Business Model” for our technology and business
model. Empowered by WeRide One , the universal technology platform, our technology stack
and operations capabilities cut across all application scenarios, with the utmost effectiveness
and efficiency. A key innovation within our technology stack is WeRide GENESIS, our
proprietary, all-in-one, closed-loop simulation engine, that allows autonomous vehicles to be
tested in a digital twin of the real world — safely, efficiently, and at scale, representing a
transformative leap forward in autonomous vehicle simulation. It addresses the three critical
feedback loops essential for safe and scalable autonomy: the data loop, the algorithm loop, and
the simulation-validation loop, serving as the cornerstone of our L4 autonomous driving
capabilities. See “— Our Technology” for further details of WeRide GENESIS and broader
technology stack. See “— Research and Development — Our R&D Team” for further details
about the contributions of our WVR Beneficiaries.
OUR PRODUCTS AND SOLUTIONS
We generally adopt a transaction-based model. Our business model is consistent across
our L4 solutions, robotaxi, robobus, robovan and robosweeper. We couple vehicle sales with
ongoing multi-year service fees, as our technological support and services are integral to the
operation of our vehicles. Additionally, for our robotaxis, we have the ability to charge
customers for the paid distance driven, which we believe could add an incremental source of
revenue.
BUSINESS
– 293 –


--- page 304 ---
Each of our robotaxi, robobus, robovan, and robosweeper is capable of operating
completely driverless and therefore fall into the definition of L4 vehicles, even though some
of them may in practice operate with safety drivers in order to comply with the relevant
regulations. For example, for the L4 vehicles operated by us, such as those on WeRide Go ,w e
have in-car safety drivers in Guangzhou, but not in Beijing, due to varying regulatory
requirements set by local authorities. In the cases where operators purchase L4 driving vehicles
from us, it is their responsibility to hire safety drivers if required by applicable regulations.
Our vehicles are generally made-to-order on a project-by-project basis. Our vehicles are
not sold on a stand-alone basis and only sold with accompanying services. This results in a
pricing structure that includes both a one-time upfront as well as ongoing fees. The one-time
upfront fee is attributed to the vehicle and the ongoing fees to the services provided. We
typically enter into a bundled contract with an initial term of two years and offer an automatic
renewal option for an additional 12-month period upon expiration. Each of our contracts is
priced independently, taking into consideration factors such as order size, infrastructure
readiness, deployment complexity, market potential, and other operational requirements. Given
the early stage of our commercialization, limited customers, and the unique needs of each
customer, the pricing varies significantly from project to project.
In addition to L4 vehicles and related services, we offer other technology services that
stem from our autonomous driving technology stack, including L4 research and development
services and other research and development services. All of our technology services have
commenced commercialization, see “— Commercialization” for details. We typically charge a
fixed amount of non-recurring engineering fees, and royalties or service fees on a per-unit basis
based on usage. We intend to explore new revenue streams, including dynamic pricing models
that involve ongoing service revenues and profit-sharing arrangements, or by licensing our
technologies.
We have developed best-in-class autonomous driving products and solutions that address
the unique and diverse needs across mobility, logistics, sanitation and other urban services. Our
autonomous driving solutions are designed to conquer complex road conditions, seamlessly
navigate high-density traffic and densely populated areas, and operate reliably around the clock
under all weather conditions. Trusted by customers across multiple industries, as well as the
general public, our autonomous driving solutions are capable of empowering a wide range of
settings.
Our leadership is exemplified by our robotaxis. Among other use cases, robotaxi faces the
greatest challenges in terms of autonomous driving technology adoption. Successful
development, deployment and operation of robotaxis have translated into our ability to explore
other autonomous driving products and solutions, including robobus, robovan and
robosweeper. Leveraging our technological leadership in L4 autonomous driving technology,
we develop and offer other technology services.
BUSINESS
– 294 –


--- page 305 ---
The table below sets out a summary for how our products and solutions fall within acceptable sectors of a Specialist Technology Industry as
defined under Chapter 18C of the Listing Rules.
Specialist Technology Products
Specialist Technology
Industry Acceptable
Sectors Key Function Analysis Major Customer Type Business Model Pricing and Fee Model
Robotaxi and related services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Electric and autonomous
vehicles
We developed robotaxis with
fully driverless L4
autonomous driving
capabilities.
Ride-hailing platforms, shared
mobility companies,
passengers
We typically generate revenue
from robotaxi sales, and
recurring fees based on
ongoing operational and
technical support services
and/or service fees based on
variable performance
milestones. We may generate
revenue from ride-hailing
services.
Customers are generally
required to pay a one-time
fee upon delivery of
robotaxis as consideration
for the vehicle, and
recurring fees for ongoing
services on a periodic basis
(invoiced monthly or
quarterly), and/or service
fees upon achievement of
certain performance
milestones.
For ride-hailing services
offered on WeRide Go ,w e
charge passengers taxi fare
on a per trip basis.
BUSINESS
– 295 –


--- page 306 ---
Specialist Technology Products
Specialist Technology
Industry Acceptable
Sectors Key Function Analysis Major Customer Type Business Model Pricing and Fee Model
Other L4 vehicles and related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Robobus Electric and autonomous
vehicles
We developed L4 autonomous
driving vehicles that are
capable of operating
completely driverless.
Such L4 vehicles are designed
to address needs across
various use cases on open
road, including in public
transportation, logistics and
sanitation industries.
Public transportation
companies, private
enterprises
We typically generate revenue
from robobus sales, and
recurring fees based on
ongoing operational and
technical support services.
Customers are generally
required to pay a one-time
fee upon delivery of
robobuses as consideration
for the vehicle, and
recurring fees for ongoing
services on a periodic basis
(invoiced monthly or
quarterly).
Robovan Electric and autonomous
vehicles
Logistics companies We may offer vehicle plus
services, or only services to
customers. We typically
generate revenue from
robovan sales, if applicable,
and recurring fees based on
ongoing operational and
technical support services.
Customers are generally
required to pay a one-time
fee upon delivery of
robovans, if applicable, and
recurring fees for ongoing
services on a periodic basis
(invoiced monthly or
quarterly).
Robosweeper Electric and autonomous
vehicles
City sanitation companies,
private enterprises
We may offer vehicle plus
services, or only services to
customers. We typically
generate revenue from
robosweeper sales, if
applicable, and recurring
fees based on ongoing
operational and technical
support services.
Customers are generally
required to pay a one-time
fee upon delivery of
robosweepers, if applicable,
and recurring fees for
ongoing services on a
periodic basis (invoiced
monthly or quarterly).
BUSINESS
– 296 –


--- page 307 ---
Specialist Technology Products
Specialist Technology
Industry Acceptable
Sectors Key Function Analysis Major Customer Type Business Model Pricing and Fee Model
Other technology services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Electric and autonomous
vehicles; artificial
intelligence
Leveraging our AI capabilities,
algorithms infrastructure,
tool chain and data, we offer
technology services in
autonomous driving and
ADAS as well as broader
applications.
Automotive and other
technology companies
We typically charge fixed
fees and/or volume-based
service fees.
Customers are generally
required to pay based on
usage of services.
BUSINESS
– 297 –


--- page 308 ---
The following timeline outlines the achievements of our autonomous driving products and
solutions since our inception:
Commercial
AdvancementLicensing and Testing
Founded
2025
2021 Launched world’s 1st L4 robovan for
intra-city goods delivery
2019 World’s 1st open-to-public
fare-charging L4 robotaxi service
2018One of China’s 1st L4 autonomous
driving testing on open road
2020 World’s 1st purpose-built L4
robobus designed for open road
1st driverless testing permit
in China
1st pure-play autonomous driving
company to obtain fully driverless test
permits in both China and the US
2022
Partnered with Bosch on
co-developing ADAS
Launched pilot operation of
world’s first L4 robosweeper designed
for open road
1st to obtain permits for road
testing and demonstration
applications in Shenzhen
2023 China’s 1st open-to-public
fare-charging L4 robobus service
1st national license for autonomous
driving cars in UAE
Obtained the Singapore M1 and T1
Autonomous Vehicles Licenses in a
record-breaking 3 months’ time
2017
Chery EXEED
launched SUV
STERRA ET
equipped with
ADAS system
co-developed by
WeRide and Bosch
WeRide and Uber
launched the largest
local robotaxi fleet
and commenced
commercial
operation in Abu
Dhabi
Partnered with
Renault to deploy
self-driving vehicles
for automated
road transport
systems in Europe
Released latest
generation of
robotaxi – GXR with
proprietary L4
autonomous driving
systems and the
advanced WeRide
Sensor Suite
Commenced driverless commercial
operation in Beijing
1st to obtain driverless robovan
testing permit on open road in China
M1 and T1 Autonomous
Vehicles Licenses were granted
in Singapore  for robosweeper S6
and robosweeper S1 respectively
2024
Launched pilot
projects to deploy
robobus and robotaxi
in Switzerland
Robotaxi service
expanded to
Shanghai, the tenth city
worldwide
Uber committed
to an equity
investment of
US$100 million
Operate the Middle East's
largest fleet, with services
active in Abu Dhabi and
Riyadh, and testing ongoing
in Dubai
First driverless logistics
vehicle test permit in
Guangzhou's Huangpu district
for robovan W5
Robotaxi was granted
Saudi Arabia's first
robotaxi autonomous
driving permit
Approval for late-night
robotaxi testing on public
roads within Beijing High-Level
Autonomous Driving
Demonstration Zone
Launched our first
autonomous
robobus trial in
Spain with Renault
Group
Sources: CIC, Company Information
BUSINESS
– 298 –


--- page 309 ---
Our business model is further illustrated in the diagram below:
OEMsOE
A
B
OEMs
(Co-develop with
WeRide)
Other
Ecosystem
Partners
Vehicles enabled by
WeRide technology
Vehicles,
operational and
technology services
Paid mobility
services
Third-party fleet
• Taxi company/Ride-hailing
company
• Local transportation service
provider
• Logistics company
• City sanitation company
Robobus
Robovan
Robosweeper
Robotaxi
Robotaxi
Project holistic revenue
could include vehicle sales,
fixed service fees, and variable
performance based service fees
Suppliers Customers
Robotaxi fare
Payment
• For passengers
Principal business
Robotaxi
Robotaxi is our flagship product and a powerful demonstration of our autonomous driving
technology. It plays a central role in our expansion and growth strategy. We partner with
multiple world-class OEMs to produce our robotaxis.
Robotaxi is a helpful complement and supplement to traditional mobility providers and up
to 70% cheaper as compared to traditional taxi services. They can be deployed alongside
existing mobility solutions to provide greater benefits to consumers without detriment to labor
due to existing labor shortages and imbalances.
Robotaxi GXR (Geely Farizon model) Robotaxi (Nissan model)
BUSINESS
– 299 –


--- page 310 ---
Business Model
We deliver robotaxi and related services on a whole-package basis, which we believe is
more operationally and regulatorily feasible in the near term, as it ensures consistent service
quality and safety standards. We generate revenue from vehicle sales, recurring fees based on
ongoing operational and technical support services, and service fees based on performance
milestones. We could also generate revenue through ride-hailing services. Our revenue sharing
model combines a minimum fixed fee with shared upside, aligning incentives with our partners
while ensuring predictable returns. Our robotaxi business delivered record-breaking results in
the second quarter of 2025, highlighting its accelerating commercial momentum and growing
contribution to our overall performance. Revenue from robotaxi operations surged by 836.7%
in the second quarter of 2025, compared to the same period in 2024, marking the highest-ever
quarterly robotaxi revenue in our history. Robotaxi accounted for 36.1% of our total revenue
in the second quarter of 2025, reflecting its increasing strategic importance. Our overall
revenue grew by 60.8% in the second quarter of 2025, compared to the same period in 2024,
with robotaxi emerging as the primary growth driver. These results demonstrate higher revenue
contribution and overall margin compared to close industry peers, underscoring the scalability
and profitability of our robotaxi model, both in absolute terms and as a share of total revenue.
Our latest generation of robotaxi — GXR, introduced in October 2024, is a first-of-its-
kind, next-generation robotaxi platform, leveraging over 2,200 days of robotaxi public
commercial operation experience. GXR features next-generation Sensor Suite 5.6 and the HPC
3.0 high-performance computing platform, redefining the autonomous driving experience.
We believe robotaxis offer superior unit economics and higher profitability compared to
traditional taxis, see “Industry Overview — Overview of Global Robotaxi Market — Unit
Economics for Robotaxis.” The payback period following initial deployment is closely tied to
vehicle utilization and speed of market expansion, which is why we prioritize rapid deployment
in close collaboration with local partners, with a clear roadmap toward fully driverless L4
operations. We partner with go-to-market partners and supplement their existing fleets with our
robotaxis fleets. Once we enter a new market, we build a robust ecosystem around our
innovative technology and solutions, including forming strategic partnerships with key players
across the mobility landscape, covering leading global vehicle OEMs, shared mobility
platforms, and more. For more information relating to our partnership with these OEMs, see
“— Our Ecosystem and Partnerships.”
BUSINESS
– 300 –


--- page 311 ---
Ride-Hailing through Robotaxi
We operate a small robotaxi fleet for the WeRide Go app, our own shared mobility
network, and generate an insignificant amount of revenue from the offering of robotaxi rides
through WeRide Go starting in 2020. In each of 2022, 2023, 2024 and the six months ended
June 30, 2025, we generated less than 1.0% of our total revenue from WeRide Go . Robotaxis
that we use on WeRide Go are either self-owned or leased through financing arrangement. We
are not required to obtain an ICP license for the operations of the WeRide Go app in China,
based on the following reasons: (i) according to the ICP License application guide published
by the MIIT on its website, a ride-hailing platform is only required to complete the filing
procedure for its website unless other telecommunications business operations are involved in
the platform; (ii) based on our anonymous telephone consultations with the MIIT and the
Communications Administration of Guangdong Province, an ICP License is not required for
the operation of a ride-hailing app and offering robotaxi services through a ride hailing
platform; (iii) we have historically applied for the ICP License regarding the operation of the
WeRide Go , and the competent authority, the Communication Administration of Guangdong
Province, confirmed during the application process that an ICP license is not required for our
intended business activities in its response notice, as advised by our PRC Legal Advisor.
Achievements and Global Expansion
We made multiple achievements in the robotaxi sector and continue to grow our business.
According to CIC, we are the first company to offer paid L4 robotaxi services to the public in
the world, having launched them in 2019. As of the Latest Practicable Date, our robotaxis had
completed over 2,200 days of public commercial operations on open roads. As of the Latest
Practicable Date, we maintained a track record of no regulatory discipline for autonomous
driving system failure. Our latest generation of robotaxis, GXR, entered commercial
production and public services in 2024, and we are actively scaling deployments in 2025. We
have also made continued global expansion with strategic launches across Europe, the Middle
East and Asia.
Europe
In January 2025, we were selected as the technology provider for a new autonomous
driving robotaxi pilot project funded by the Canton of Zurich and the Swiss national railway
Schweizerische Bundesbahnen, or SBB. The decision for WeRide demonstrates that our leading
L4 autonomous driving technology and mature operational experience have been recognized by
the international market. In Switzerland, we have launched pilot robotaxi testing.
Middle East
Currently, we operate the largest robotaxi fleet in the Middle East, with services active
in Abu Dhabi and Riyadh, featuring our latest-generation GXR mode l — a purpose-built,
mass-produced autonomous vehicle for scaled commercial deployment which fits up to five
people. Each vehicle is expected to complete dozens of trips per day during a 12-hour shift,
with average ride typically exceeding six kilometers in Abu Dhabi.
BUSINESS
– 301 –


--- page 312 ---
We have achieved multiple commercial breakthroughs in the UAE, which we believe can
be replicable in other markets. According to CIC, we were granted the UAE’s first and only
national license for L4 autonomous driving vehicles, as early as August 2023, enabling us to
test our L4 autonomous driving vehicles on public roads across the entire country. This
groundbreaking permit, unprecedented globally, is the first to allow such extensive autonomous
vehicle testing without geographic or conditional restrictions, according to CIC.
In December 2024, we and Uber announced the launch of our ride-hailing partnership in
Abu Dhabi. Since the launch, we have tripled the size of the local robotaxi fleet. With the
support of Abu Dhabi Integrated Transport Centre, the service is available in about half of Abu
Dhabi’s key areas. We are deploying WeRide-powered robotaxis on the Uber app in the UAE,
enabling Uber riders in Abu Dhabi to request UberX or Uber Comfort and be matched with a
WeRide autonomous vehicle for qualifying trips. This is Uber’s first autonomous vehicle
launch outside of the United States and marks the largest commercial robotaxi service outside
the United States and China in terms of the number of vehicles. We and Uber aim to continue
growing our fleet to hundreds of robotaxis in Abu Dhabi, with plans to extend services into
Khalifa City, Masdar City, and more areas of downtown Abu Dhabi later this year. As the only
company authorized for driverless testing in Abu Dhabi, we have begun commercial operations
with a safety driver onboard, with fully driverless L4 services expected to launch in 2025.
In Dubai, we announced that we would be integrating our self-driving robotaxis into
Dubai’s public transportation system which was formalized via a memorandum of
understanding signed in March 2025.
In May 2025, we announced our expansion into Saudi Arabia, and by July, our robotaxi
was granted Saudi Arabia’s first robotaxi autonomous driving permit. With this permit, we are
authorized to operate an autonomous vehicle business and deploy robotaxis nationwide in
Saudi Arabia. As part of our market entry, we have launched testing or deployment of our
robotaxis and other core L4 autonomous driving products in cities such as Riyadh and AlUla,
in collaboration with Uber and local partner Ai Driver, setting the stage for commercial rollout
and wider operations across Saudi Arabia. Specifically, we are running a pilot program in
Riyadh where rides are being offered exclusively to selected users. The pilot operation covers
King Khalid International Airport and several key locations throughout Riyadh, including
major highways and selected city center destinations. In October 2025, we launched robotaxi
commercial public operation in Riyadh on Uber.
Southeast Asia
In August 2025, we and Grab, Southeast Asia’s leading superapp, announced a strategic
partnership between us to accelerate the deployment and commercialization of L4 robotaxis in
Southeast Asia, and reflects a shared vision to seamlessly integrate WeRide vehicles into
Grab’s network to enhance service level.
See “— Business Sustainability — Global Expansion” for more details regarding our
global expansion across L4 products and solutions.
BUSINESS
– 302 –


--- page 313 ---
China
In December 2024, only two months after our product launch, our latest GXR robotaxi
received an additional permit for passenger ride, highway, or remote driverless testing in
Guangzhou, extending beyond the initial road testing permit. In February 2025, we received
approval to launch our latest generation robotaxi, the GXR, for fully unmanned paid
ride-hailing services in Beijing. This marks our second robotaxi model to achieve fully
driverless L4 commercial operations in Beijing and GXR’s first large-scale commercial
deployment in China. In May 2025, we introduced eight autonomous robotaxi pilot operation
routes in central Guangzhou, establishing China’s first 24-hour autonomous ride-hailing
network covering the core areas of a Tier 1 city. In July 2025, partnering with Chery and
Jinjiang Taxi, we brought our robotaxi ride-hailing services to Shanghai, which marks
robotaxi’s official entry into the tenth city globally. In September 2025, our Robotaxi GXR
launched 24-hour fully driverless commercial operations in Guangzhou. In addition, we and
Chery recently unveiled the CER, a new-generation pre-installed mass-produced robotaxi
model, jointly built on our universal technology platform, WeRide One , and EXEED’s
STERRA ET vehicle architecture. We recently received approval to conduct late-night testing
of our robotaxi fleet on public roads within the Beijing High-Level Autonomous Driving
Demonstration Zone. This milestone represents a critical step toward establishing a 24/7
autonomous ride-hailing network in Beijing, paving the way for all-weather, round-the-clock
autonomous mobility services.
Other L4 Autonomous Driving Products and Solutions
In addition to robotaxis, we offer other L4 products and solutions across mobility,
logistics, and sanitation. These solutions leverage our existing infrastructure and technology
stack, including a unified operations platform, and provide a greater diversity of operational
data while allowing us to service distinct customer use cases. For robobuses, robovans and
robosweepers, we typically generate revenue from vehicle sales and recurring fees based on
ongoing operational and technical support.
Robobus
Our robobus can be flexibly deployed in various public and private transportation use
cases. We partner with Y utong and Golden Dragon to produce robobuses. Our robobus is
designed for a fully autonomous driving experience with no steering wheel or driver cabin with
a top speed of 40km/h. In contrast to other alternatives, whose operations are fixed routes or
limited to confined areas, our robobus can handle open roads in urban settings under all
weather conditions.
BUSINESS
– 303 –


--- page 314 ---
Robobus (Y utong model) Robobus (Golden Dragon model)
Business Model
Customers such as local transport service providers typically purchase our robobuses as
well as bundled technical supports and services, including system upgrades, maintenance and
repair, fleet management, as well as remote assistance services on an as-needed basis. These
services are typically charged separately to our customers for an ongoing fee payable on an
annual basis.
Achievements and Global Expansion
To date, we have deployed the largest robobus fleet in the world across nine countries,
namely Belgium, Switzerland, France, Japan, Singapore, Saudi Arabia, the UAE, Qatar and
China. In China, we deployed robobuses in major cities such as Beijing, Guangzhou, Shenzhen,
Nanjing, Qingdao, and Wuxi. According to CIC, our robobus has achieved a number of
first-of-its-kind milestones: In November 2022, we were permitted to conduct road test and
demonstration applications in Shenzhen, China — the first to achieve zero disengagement
during thousand-kilometer evaluations of both enclosed environment and open road conducted
by the local authority. In January 2023, our robobus was the first to be officially permitted to
conduct driverless road test in Beijing. In December 2023, we partnered with the public
transportation operator in Guangzhou to officially launch China’s first commercial fare-based
autonomous minibus service. With the same partner, we introduced China’s first autonomous
Bus Rapid Transit route and the first autonomous nighttime bus service. In September 2024,
we secured approval for a fare-charging robobus service in Hengqin, Guangdong Province,
after receiving the approval for the first-ever fare-charging robobus service in Guangzhou in
December 2023. In December 2024, we inaugurated the commercialization of the Tianhe BRT
robobus shuttle line in Guangzhou. This line marks the first autonomous shuttle to navigate the
BRT system in Guangzhou’s city center and operate at night in a first-tier Chinese city, offering
a new, efficient, and convenient option for nighttime commuters.
BUSINESS
– 304 –


--- page 315 ---
We have also successfully expanded our business development efforts beyond China and
achieved commercialization on the global stage. Notably, we have completed the customization
for mass production of the robobus adapted to be sold in Japan and secured intent orders to sell
these specially designed robobuses to the largest operator of autonomous buses in Japan, which
will allow us to address the demand for autonomous buses across various cities in Japan. We
received the T1 and M1 autonomous vehicle licenses from Singapore Land Transport Authority
in 2023 and launched Singapore’s first publicly accessible L4 autonomous robobus service in
2024, according to CIC. In July 2025, we announced the launch of fully driverless L4 robobus
operations at Resorts World Sentosa, Singapore, or RWS, which marks the first autonomous
vehicle in Southeast Asia to operate without a safety officer on board. Following extensive
testing and safety assessments of its remote operations and on-road performance, we have
secured approval from the Land Transport Authority of Singapore to offer fully autonomous
rides to the public. This achievement comes after a year of safe service since June 2024, during
which our robobus transported tens of thousands of passengers within RWS and completed
thousands of autonomous trips.
We have also expanded our low-carbon, autonomous driving public transit practice into
Europe. During the 2024 and 2025 French Open tennis tournament, WeRide and a global
leading automotive manufacturer collaborated to launch a robobus shuttle service between
event venues and parking lots. In January 2025, we announced a pilot project with Flughafen
Zürich AG to deploy the robobus autonomous driving shuttle service at Zurich Airport, which
marks an important milestone for us in bringing autonomous transportation solutions to one of
Europe’s major aviation hubs and a reaffirmation of our successful operations in Europe. In
February 2025, we launched the first European fully driverless L4 commercial deployment of
our robobus, according to CIC, as part of a shuttle service partnership with Beti, Renault
Group, and Macif that will feature an L4-level automated mobility service in France’s Drôme
region. The open road route covered by the automated shuttles serves the train station, the
off-site long-term parking area, and the business park’s catering hub. In March 2025, we and
Renault launched our first autonomous robobus trial in Spain. The service ran from March 10
to March 14, 2025, offering a free autonomous robobus trial service in the center of Barcelona
to showcase the maturity and potential of automated transport technologies. Since its debut in
2024, our robobus has demonstrated safety and reliability in busy, real-world environments,
prompting both companies to extend the partnership for a second year. See “— Business
Sustainability — Global Expansion” for more details regarding our global expansion across L4
products and solutions.
BUSINESS
– 305 –


--- page 316 ---
Robovan
Our robovans provide a more efficient, and cost-effective alternative to traditional
logistics vehicles. We partner with JMC-Ford Motors and Ecar Tech to manufacture our
robovans.
Robovan (JMC-Ford model) Robovan W5
Business Model
We typically sell robovans and charge recurring fees from ongoing operational and
technical support services. We also use our robovans to provide more capital efficient
logistics-as-a-service solutions. To date, we have received over 10,000 indicative orders,
demonstrating market reception. Our latest robovan W5 model offers a driverless delivery
solution that provides long-distance and bulk delivery capabilities and addresses key
challenges in express delivery, urban distribution and various point-to-point logistics.
We have established a strategic partnership with ZTO, a leading express delivery
company in China. Under this partnership, ZTO has expressed its intention to place orders for
our robovans once they enter expected commercial production, subjective to certain conditions,
and our robovans have been piloting in ZTO’s delivery services in Guangzhou as well as
deployed to fulfill pickups and deliveries and to assist with route optimization since the end
of 2021.
Achievements and Global Expansion
In April 2025, WeRide received Guangzhou Nansha District’s first batch of driverless
road-testing licenses, authorizing its robovan W5 for driverless testing on public roads. This
marks the first time such licenses are granted in Guangzhou since Nansha District introduced
its trial safety guidelines for autonomous vehicle road testing in the first quarter of 2025.
Following this, we secured Huangpu District’s inaugural permit for our robovan W5 in July
2025, making us the first and only company authorized to road test autonomous logistics
vehicles in Huangpu, Guangzhou. This marks our robovan W5’s second active road testing
permit, demonstrating our steady progress towards the large-scale commercialization of
BUSINESS
– 306 –


--- page 317 ---
autonomous delivery solutions. Internationally, in February 2025, we signed a memorandum of
understanding with the Singapore Logistics Association (SLA), marking a significant
milestone in advancing autonomous vehicle technology for Singapore’s logistics sector. We
will collaborate with SLA to deploy cutting-edge solutions, including our robovan W5, that
will strengthen Singapore’s position as a global logistics hub while promoting sustainable and
efficient transportation solutions. See “— Business Sustainability — Global Expansion” for
more details regarding our global expansion across L4 products and solutions.
Robosweeper
Our L4 robosweeper delivers a state-of-the-art sanitation solution that rivals traditional
sweepers. We partner with Y utong and Ecar Tech to manufacture our robosweepers.
Robosweeper S1 Robosweeper S6
BUSINESS
– 307 –


--- page 318 ---
Business Model
We sell robosweepers to public cleaning service providers and charge recurring fees for
technical supports and services. We also use our robosweeper fleet to provide sanitation-as-
a-service solutions.
We currently offer robosweepers in two sizes: WeRide S6, the larger model, is designed
to address various cleaning needs, including standard road washing and sweeping, road edge
cleaning, dust suppression and high-pressure water jetting. WeRide S1, the smaller model, is
the world’s first L4 autonomous sanitation device designed for open roads and capable of
navigating smoothly around smaller obstacles while effectively cleaning various road surfaces
and offering automatic trash dumping and self-parking functionalities, according to CIC.
Orders for WeRide S1 reached several million dollars shortly after launch, demonstrating a
strong market reception.
Achievements and Global Expansion
In China, we have successfully rolled out fee-charging large-scale commercial pilots of
robosweepers in Guangzhou since 2022. According to CIC, we launched the first commercial
unmanned sanitation project with our robosweeper in Dongguan, Guangdong Province in July
2024, covering an area exceeding 270 standard football fields daily. We further deployed
WeRide S1 in Shantou in August 2024, marking the first L4 autonomous sanitation project in
eastern Guangdong, according to CIC.
We have also been expanding our robosweeper operations globally. In May 2025,
WeRide’s robosweeper S1 launched its trial service in Jurong Lake Gardens, Singapore,
marking the first time of the product’s operation in Singapore’s heartland areas following the
successful launches at Marina Coastal Drive and Esplanade in downtown Singapore. Earlier in
2024, our WeRide S6 and WeRide S1 were granted the M1 and T1 autonomous vehicle licenses,
respectively, from the Singapore Land Transport Authority, following this, we initiated an
official commercial deployment with our robosweepers in Marina Bay and Esplanade, marking
the first commercialized autonomous sanitation project in Singapore, according to CIC. See
“— Business Sustainability — Global Expansion” for more details regarding our global
expansion across L4 products and solutions.
ADAS and R&D Services
We provide ADAS at Levels 2 to 3, which offer partial to conditional automation
capabilities. Leveraging our technology capabilities, our ADAS is capable of outperforming
peers across highway, urban and parking use cases. Our technologies cover all-weather
operating conditions, supported by a future-proof and scalable architecture, as well as
system-level safety designs. These solutions are further optimized by our advanced full-stack
deep learning algorithm and are backed by the QNX Safety operational system and multiple
industrial certifications such as ISO/SAE 21434, ISO 26262, and ASPICE CL2, ensuring
top-tier quality assurance, auto-grade design and function safety. In April 2025, we and QNX,
BUSINESS
– 308 –


--- page 319 ---
a division of BlackBerry Limited, announced the two companies are working together to help
accelerate the advancement and deployment of Software Defined V ehicles for automotive
OEMs and suppliers around the world. Our work in developing and commercializing ADAS
allows us to leverage our leading L4 technology as well as test it in the real world.
Additionally, this affords us valuable data that helps us advance our L4 efforts.
We provide ADAS and research and development services to Bosch and autonomous
driving research and development services to Nissan. In our Bosch partnership, we provide
leading ADAS technology and rich experience in product development, and Bosch is
responsible for selling ADAS solutions to OEMs and contributes its strengths in supply chain
management, quality control, rigorous industrial design, verification and validation
capabilities. We believe our end-to-end mass-market ADAS solutions brings real value to
OEMs today. We collect development fees in respect of the services we deliver as well as
milestone-based royalties settled based on sales volume under this partnership.
In March 2024, just 18 months into development, Bosch and our Company successfully
commenced mass production of a state-of-the-art ADAS. As part of the solution, the NEP
high-speed navigation function was integrated into Chery’s EXEED Sterra ES model through
an OTA update. In April 2024, the ADAS developed by Bosch and our Company was integrated
into another Chery vehicle, the Sterra ET, an Ultra-Smart SUV .
In July 2024, we entered into another agreement with Bosch for subsequent collaboration,
with the aim to continue to collaborate in the development and distribution of the next
generation ADAS, with both highway and urban NOAs and/or urban NOA and parking
functionalities. In November 2024, Chery’s EXEED unveiled the Falcon intelligent driving
system, empowered by the comprehensive end-to-end solution developed jointly by Bosch and
us. This solution enables the vehicles to navigate complex environments, ensuring a seamless
driving experience without relying on HD maps.
Intelligent Data Services
We offer a set of services that are derived from our autonomous driving technology stack
to process, annotate, analyze, and derive valuable insights from data. These services involve
the process of labeling, tagging, or transcribing raw data into annotated data, which helps
algorithms recognize patterns, understand context, and make accurate predictions. The
high-quality annotated data has a direct impact on the accuracy and performance of AI models,
enabling machines to understand and process unstructured data, thereby enhancing their overall
capabilities and functionality.
BUSINESS
– 309 –


--- page 320 ---
Key Operating Data
The table below sets forth key metrics related to the overall operations of our L4
autonomous driving vehicles.
As of December 31, As of June 30,
Metrics (Cumulative) 2022 2023 2024 2024 2025
Countries with testing and commercial
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185587 1 0
Countries with testing activities (1) /H1118/H1118/H1118/H1118/H1118/H1118/H111844879
Robotaxi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822434
Robobus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844879
Robosweeper /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811334
Robovan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811111
Countries with commercial activities (1)(2) /H1118/H1118 22537
Robotaxi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822324
Robobus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822437
Robosweeper /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811313
Robovan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811111
Countries where we hold autonomous
driving permits (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824445
Fleet size (3) of vehicles sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156 178 269 191 341
Fleet size of self-operated vehicles /H1118/H1118/H1118/H1118/H1118/H1118383 476 820 614 973
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
Metrics (During Y ear or Period) 2022 2023 2024 2024 2025
Number of business customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 36 91 42 75
Number of new business customers /H1118/H1118/H1118/H1118/H1118/H111814 25 70 21 39
Notes:
(1) Certain countries may have multiple vehicle types operating simultaneously, resulting in overlaps among
vehicle-type categories; as a result, the aggregate total number of countries with testing activities and
commercial activities is smaller than the combined figure by vehicle types.
(2) For commercial activities overseas, we cooperate with our local operating partners in the jurisdictions who will
be responsible for securing the requisite licenses and permits. As of the date of this prospectus, we are not
required to hold the licenses and permits related to commercial activities overseas ourselves.
(3) “Fleet size” refers to the number of L4 and above vehicles, and is frequently used as an industry benchmark,
according to CIC. It includes both (i) the accumulated sales volume and (ii) the current size for self-operated
L4 and above vehicles.
BUSINESS
– 310 –


--- page 321 ---
COMMERCIALIZATION
Since launching of our L4 autonomous driving operations, we have expanded to more
than 30 cities across 11 countries, demonstrating the strong adaptability of our technology to
commercial demands. The following table illustrates the key commercialization milestones of
our products and solutions:
Specialist
Technology Products Use Case Launch
Start of
Commercial
Activities
L4 Autonomous Driving V ehicles and
Related Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Robotaxi 2017 2019
Robobus 2020 2021
Robosweeper 2022 2022
Robovan 2021 2023
Specialist Technology Product
Launch of
Pilot Project
Start of Revenue
Generation
Other Technology Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182019 2020
In 2022, 2023, and 2024, we offered services and products to 21, 36, and 91 business
customers, respectively. In the six months ended June 30, 2024 and 2025, we offered services
and products to 42 and 75 business customers, respectively. We sold an aggregate of 103, 22,
91 and 72 of L4 autonomous driving vehicles in 2022, 2023, 2024 and the six months ended
June 30, 2025, respectively. Our latest generation of robotaxis, GXR, have entered commercial
production and public services in 2024 and we are actively scaling deployments in 2025.
OUR TECHNOLOGY
We have developed WeRide One , a universal technology platform that integrates our
proprietary technology stacks including a closed-loop simulation engine, hybrid architectures,
in-house infrastructure, high-quality datasets, sophisticated high-performance computing
platform and unified operations platform. These capabilities allow us to consistently develop
and deliver safe, reliable, and commercially viable autonomous vehicles that meet the demands
of everyday use.
WeRide GENESIS
A key innovation within our technology stack is WeRide GENESIS, a proprietary,
all-in-one, closed-loop simulation engine that underpins our L4 capabilities. WeRide GENESIS
integrates data, algorithm development, and simulation into a unified R&D ecosystem. It
enables high-fidelity, end-to-end virtual testing with realistic agent interactions, rapid
city-scale environment generation, and multi-modal scenario creation using generative AI.
WeRide GENESIS supports full-sensor rendering, advanced 3D reconstruction, and sim-to-real
BUSINESS
–3 1 1–


--- page 322 ---
adaptation, allowing for efficient validation of rare and complex driving scenarios. This system
significantly accelerates model iteration, enhances generalization, and reduces reliance on
physical testing, making it a critical enabler of safe, scalable, and globally deployable
autonomous solutions. See “— Overview — Our Core Technology” for more details.
Broader Technology Stack
Hybrid Architecture
Leveraging our architectural expertise, we integrate a secure and trusted deterministic
overlay, a “rule-based” model, with an end-to-end system that generates outputs through
advanced machine learning for different stages throughout the decision-making process. This
innovative hybrid framework retains the adaptability and performance of the end-to-end
approach while ensuring the reliability, safety, and transparency characteristic of modular
systems. By avoiding the binary choice between traditional modular and end-to-end models, we
achieve a balanced, forward-looking architecture that sets a new benchmark for robust and
dependable autonomous driving systems. This approach underscores our commitment to
advancing safety and efficiency in equal measure while pushing the boundaries of innovation
in autonomous technology.
Infrastructure and Core Capabilities
Our infrastructure forms the backbone of our technology capabilities, encompassing data
processing and annotation, storage, collaborative distributed model and cloud-native
development platform. We also have proprietary model training and inference platforms and an
expansive suite of tools for simulation, incident analysis, and data analytics, among others.
These capabilities have not only enabled the development of our solutions but are also
important to broader AI applications that will be critical to our continued success and
innovation. We leverage our innovative technology infrastructure to overcome the
shortcomings of end-to-end approaches associated with the immaturity of underlying
algorithms and the lack of high-quality datasets. The innovative features of our technology
infrastructure have enhanced the functionality of our hybrid end-to-end AI technologies and
facilitated the curation of high-quality datasets for deep learning, which ultimately drive
effective model validation and performance optimization. The following are a few selected
examples:
 We utilize techniques such as fuzzy logic, fault injection and noise injection to
simulate real-world uncertainties and challenges, helping engineers enhance the
safety and reliability of autonomous vehicles.
BUSINESS
– 312 –


--- page 323 ---
 To enhance risk assessment and safety control, we developed a proprietary tool that
not only verifies the correctness of algorithms but also assesses the robustness of the
software in the autonomous driving system. This robustness evaluation includes
performance metrics, stability, and the identification of any fundamental bugs across
all existing WeRide platforms, including vehicles, computing units and operating
systems.
 To further boost efficiency and cost-effectiveness for training, we developed an
innovative virtual GPU slicing method to optimize resource utilization by allowing
multiple tasks to share GPU resources effectively. With virtual GPU slicing, we have
achieved approximately 90% GPU utilization, while most LLM training can only hit
around 50%, according to CIC.
 We have developed a strong visualization tool that allows engineers to examine vast
amounts of data, enabling them to extract relevant information efficiently. For
instance, while an engineer only collects an hour’s worth of data, they might need
to work through a much larger dataset to gain meaningful insights from the one-hour
data collected. Our proprietary visualizer facilitates this by providing an intuitive
interface for viewing and interacting with the data, allowing engineers to play back,
simulate, or generate synthetic data with just one click. By leveraging such
advanced visualization capabilities, engineers can better understand complex
datasets and make informed decisions based on accurate analyses.
 We utilize LLM, VLM, and natural language capabilities to enhance our data search
capabilities. To further optimize data utilization, we have in-house developed a
labelling platform designed to efficiently label the collected data.
 We employ a data loop support system designed to efficiently manage demands,
scheduling, data collection, and data utilization. This system processes demands
associated with product and solution development, facilitating the collection of
real-world data and the generation of synthetic data based on these demands,
ensuring optimal collection and use of both types of data. Our data loop system is
built on a diverse array of vehicle models, use cases, and L2 to L4 autonomous
driving technologies, leading to a sophisticated system capable of supporting
multiple vehicle types and addressing real business needs. For instance, as our
L2/L2 + ADAS inherits architectural robustness from the L4 origin, it also
contributes massive data generated by the everyday driving of millions of
consumers. Sharing the same training data, our existing L4 system can be used to
benchmark and validate the end-to-end ADAS system in the simulation
environment, while the end-to-end ADAS system improves L4 operation when it
comes to scene handling such as congestion and roundabout.
BUSINESS
– 313 –


--- page 324 ---
Data Assets
Data is the lifeblood of our development and training process. We are the only player
globally with an extensive library of real-world data collected under L2 to L4 use cases from
diverse vehicle types, according to CIC. We have generated data from over six years of
operations and our partnerships. To date, we have accumulated approximately 55 million
kilometers of driving data. This dataset is complemented by high-quality synthetic and
simulated data generated internally, including through WeRide GENESIS, enabling efficient
training and robust model performance. Our data strategy allows us to cover long-tail scenarios
and corner cases for autonomous driving with precision. As we accumulate more operational
miles and encounter more diverse cases, and with the assistance of synthetic data and simulated
scenarios, our models improve continuously.
HPC 3.0 Platform
We launched HPC 3.0, a high-performance computing platform jointly developed with
Lenovo and powered by NVIDIA ’s latest DRIVE AGX Thor chips. Our HPC 3.0 platform,
featuring a dual NVIDIA DRIVE AGX Thor configuration running the safety-certified
DriveOS, is built on Lenovo’s AD1 L4 autonomous driving domain controller, which delivers
up to 2,000 TOPS of AI compute — the most powerful platform available to support L4
autonomy. Debuting in our latest-generation robotaxi, the GXR, HPC 3.0 makes it the world’s
first mass-produced L4 autonomous vehicle built on NVIDIA ’s latest DRIVE AGX Thor chips.
Fully automotive-grade, HPC 3.0 significantly enhances system integration by consolidating
key modules such as Ethernet gateway, CAN gateway, inertial navigation, and collision
detection. These upgrades reduce mass production costs to one-quarter of HPC 2.0, its
predecessor, and cut the cost of the autonomous driving suite by 50%, paving the way for
GXR’s large-scale commercial deployment. Over its lifecycle, HPC 3.0 achieves an 84%
reduction in total cost of ownership (TCO) compared to its predecessor.
HPC 3.0 plays a key role in helping us expand our robotaxi fleet around the world. It is
built to last and perform reliably under tough conditions. It meets top international standards
for safety, quality, and durability, and is designed with backup systems to ensure smooth
operation even in rare failure scenarios. With an expected lifespan of up to 10 years or 300,000
kilometers, it can handle extreme temperatures from freezing cold to intense heat, and has
passed rigorous tests for heat resistance, shock, and corrosion. More importantly, it meets
global environmental requirements, making it suitable for deployment across diverse regions
such as the Middle East, Europe and Southeast Asia.
BUSINESS
– 314 –


--- page 325 ---
Operations Platform
All of our services are offered on a market-proven, unified platform that can be utilized
for deployment and day-to-day operations. We leverage this platform to replicate our
successful deployment experience in new markets. Operationally, we also utilize this platform
to manage dynamic trip demand, enhance vehicle utilization, and improve passenger
experience. Our unified operations platform delivers the following strategic benefits:
 Faster commercialization across use cases and new environments. Underpinned by
WeRide One , our technology is adaptable across different vehicle types, which
allows for quicker market entry and commercialization. V ehicles such as robobuses,
robovans, and robosweepers, which face fewer regulatory hurdles, benefit from our
scalable technology. This leads to economies of scale, operational efficiencies, and
a strong brand reputation, facilitating rapid commercialization. Our universal
technology platform also enables fast and stable deployment in new environments.
When we enter new territories, there is no need for substantial engineering work
other than quickly creating HD maps.
 Wide-ranging products and services. We stand out as the only pure-play company
that offers a comprehensive range of AI mobility solutions, covering L4, L3, and L2
commercialization, specifically designed for cities and highways. While each use
case addresses different challenges related to urban mobility, logistics, and
sanitation, we can multitask with the same human-like skill. For instance, robotaxis
and robobuses need to provide a high level of comfort even in heavy traffic, so hard
braking or aggressive overtaking is avoided; robovans frequently interact with
heavy-duty trucks and large trailers on city fast lanes, which requires careful
maneuvers due to the blind spots of human drivers; robosweepers need to reduce the
“noise” from water splashes during flushing and sweeping and constantly maintain
an exact distance from the roadside. Thanks to a deep understanding of the
environment and the intentions of road users, as well as self-optimizing interactive
learning, we are able to provide reliable driving performance in all these situations.
 Operational and supply chain synergies and efficiency across all use cases, with
minimized research and development costs, time and risks. With minor
configuration adjustments, our universal technology platform supports a wide range
of applications, minimizing our research and development costs, time, and risks. We
adopt a modular design where a universal set of exchangeable components such as
computing units, LiDARs, cameras, radars, and by-wire technology can be
configured for different use cases. In particular, modular sensor suites configured
for our robotaxi vehicles and mini robobuses share more than 90% of their
components. Further, our various product lines share the same computing,
networking, and power management units. As a result, the management of our
supply chain and maintenance of all product lines are centralized, which allows us
to benefit from operating and cost efficiencies as we scale up our operation. In
BUSINESS
– 315 –


--- page 326 ---
addition, the licenses we have obtained as well as the government, customer, and
supplier relationships we have developed in connection with one use case help us
reduce the time and cost to market for other use cases.
 Virtuous cycle of learning and data collection across all use cases . As our
platform-sharing autonomous vehicles operate mostly in similar road environments
(i.e., open public roads), our algorithms can be trained with data collected from all
use cases. This accelerates the rate at which data is collected and gives rise to a
virtuous cycle where the more data we collect from our full suite of autonomous
vehicles, the better our algorithms become. This, in turn, enables us to expand our
operations in these use cases and generate more data, solidifying our technological
leadership.
Software
Localization
Our advanced positioning technology combines multi-sensor fusion and 3D HD maps to
provide precise real-time localization. This system ensures reliable positioning in diverse
environments including tunnels, bridges, and urban areas surrounded by skyscrapers.
Perception
Our dual early fusion and late fusion perception framework integrates LiDAR and vision
paths for redundancy and accuracy, ensuring 360-degree sensing coverage. Optimized deep
learning models enhance accuracy and reduce latency, handling a wide range of scenarios,
including long-tail situations.
Prediction
Our autonomous vehicles excel in prediction and the handling of complex scenarios such
as lane changing and merging, vehicle cut-ins, and obstacle avoidance. We use a data-driven
approach to estimate the intention and trajectory of road agents. Our model takes perception
noise and partial observation into consideration. The prediction uncertainty is propagated to
downstream modules as various motion constraints to achieve a dynamic equilibrium of safety
and comfort. Our prediction infrastructure, powered by our in-house deep learning data center,
multi-cloud platform, as well as our big data analytic capability with fast processing and large
storage, is capable of rapidly retrieving interesting scenarios, automatically generating labels,
and training and evaluating deep learning models. We fully leverage the breadth and depth of
the road scenarios encountered by our autonomous vehicles to refine and improve our
prediction capabilities at a speed that far outpaces that of any human driver.
BUSINESS
– 316 –


--- page 327 ---
Planning
Our planning system incorporates event processing technologies for efficient problem-
solving and takes scenario risks and probabilistic actions into account. It also uses our
proprietary algorithms, which are frequently iterated, with weekly updates and major
functional releases on a monthly basis. Thanks to our strong decision algorithm, the search
space of the planning algorithm can be reduced. As the decision algorithm progresses further,
the computation for trajectory planning can be further simplified. We have also formulated
advanced mathematical methodologies to incorporate all possible road agents generated by our
prediction system, which is capable of performing multiple rounds of iterative optimizations.
Based on the accuracy of our prediction module, our planning system can consistently generate
reliable and adaptive responses to ensure safe on-road operation in complicated situations and
even when faced with outlier conditions, actions, or events.
Control
According to CIC, our control system is industry-leading in terms of high vehicle control
precision. Our control algorithms receive input from the motion planning module and perform
precise autonomous vehicle control maneuvers with centimeter-level accuracy to execute a safe
and efficient driving trajectory. Our control system has demonstrated stability at speeds of up
to 120 km/h. Depending on the specific vehicle features and road conditions, vehicle-specific
calibration of the control system is automatically completed using data uploaded to the cloud.
Our on-cloud control platform also provides real-time operation supervision and intervention
and supports fleet management.
Mariana — the WeRide Middleware
Mariana, our proprietary middleware, ensures consistent algorithm output and evolution.
Built on the Linux kernel, it features a decentralized, distributed design, eliminating central
node dependency. Mariana supports multi-machine platforms, improves safety redundancy, and
includes a unified logging framework for comprehensive data management.
Hardware
Our algorithms are supported by innovative hardware design, including an integrated
onboard computing unit and modular sensor suite.
Integrated Onboard Computing Unit
Our onboard computing unit features a heterogeneous architecture with specialized
co-processing units for sensor data, ensuring main units focus on computing tasks. Encased in
a liquid-cooled, fully sealed unit, it operates reliably across diverse weather conditions, with
a redundant unit ready to activate if needed.
BUSINESS
– 317 –


--- page 328 ---
Modular Sensor-Suite
Our modular sensor suite includes GNSS, IMU, LiDARs, radars, cameras, and a custom
sensor board. This suite, sharing over 90% of components across products, ensures precise
sensing tailored to each vehicle type. Fast iterative design and commercial production
standards ensure high reliability and performance. With our unified operations platform, we
consistently push the boundaries of innovation, accelerating towards full commercialization.
WeRide
Sensor
Suite 3.0
WeRide
Sensor
Suite 4.0
WeRide
Sensor
Suite 5.0
WeRide
Sensor
Suite 5.1
LiDAR
Proprietary Camera
Solid State LiDAR
4D
Millimeter
Wave Radar
Integrated
Antenna
Integrated
Antenna
Roof Main
Sensor
Module
Side Blind Zone
Sensor Module
Rear Blind Zone
Sensor Module
Roof Rear Sensor
ModuleFront Blind Zone
Sensor Module
High-Definition
Camera
Solid State LiDARIntegrated Antenna
Camera
Module
Robotaxi LiDAR
Camera Sensor
Module
Robobus
Back-Right
Module
Robobus
Front-Right
Module
Robobus
Front-Left
Module
WeRide
Sensor
Suite 5.6
Camera Module
Blind-spot Sensor Module
LiDAR Array Module
Early generations of our sensor suites use mechanically rotating LiDAR, cameras and
other sensors which can be directly installed on the roof or the sides of the vehicle and
therefore speed up the assembling and validation process.
BUSINESS
– 318 –


--- page 329 ---
We released WeRide Sensor Suite 3.0 in 2019 for robotaxis. Such sensor suite comprises
long range LiDAR, blind spot LiDAR, peripheral mid range and long range cameras which can
be used for different vehicle platforms. All these sensors can be synchronized with precision
in sub-milliseconds. The long-range high definition LiDAR can detect small objects within 200
meters with centimeter level resolution. The all-round cameras provide a 360-degree field of
view and seamless redundancy coverage detection for best possible safety.
We launched the industry’s first small-sized lightweight sensor suite, WeRide Sensor Suite
4.0, in 2021, according to CIC. The suite has a net weight of 15 kg and occupies less than 0.4
m
2 of vehicle roof area.
We released WeRide Sensor Suite 5.0 in June 2022. Integrating powerful performance and
cutting-edge design, WeRide Sensor Suite 5.0 can be fitted to different vehicle models with
higher efficiency and at lower cost. It encompasses 12 cameras and seven solid-state LiDARs,
which constitute six sensor sets. Compared with WeRide Sensor Suite 4.0 , the height of the roof
front sensor set is shortened by 66% and the overall weight is lightened by 17%. WeRide Sensor
Suite 5.0 has been deployed on a large scale.
We launched our fully automotive-grade and commercial production-ready WeRide
Sensor Suite 5.1 compatible with both ADAS and L4 applications in January 2023. This latest
iteration is highly cost-efficient and continues to embody the full spectrum of our technological
strength and delivers similar functions. WeRide Sensor Suite 5.1 integrates high-resolution
semi-solid LiDAR, blind spot LiDAR and HD cameras. It adopts the same distributed design
concept as all of our existing sensor suites, and goes a step further towards miniaturization,
compactness and better integration.
GXR, a first-of-its-kind, next-generation robotaxi introduced in October 2024, unveiled
our advanced WeRide Sensor Suite 5.6, which is designed with an aerodynamic, compact form
and includes over 20 sensors, ensuring 360-degree blind-spot-free perception and 200-meter
front detection, even in challenging conditions such as high-speed maneuvers and low-light
environments.
Remote Assistance Platform
We have established a remote assistance center for L4 autonomous driving, which allows
us to manage and monitor a large L4 autonomous driving vehicle fleet remotely, and to
intervene, if needed. Our remote assistance platform ensures reliable connectivity and sets the
foundation for our multiple redundant communication mechanisms and seamless remote
interaction. The built-in multiple-carrier network redundancy further reduces signal
transmission delay to less than 100ms, allowing our L4 autonomous driving vehicles to operate
with low latency. We adopt a Remote Hint model that allows the control center to give “hints”
and guide the decision-making of our autonomous vehicles when necessary to enhance
operational safety.
BUSINESS
– 319 –


--- page 330 ---
As the regulatory framework governing autonomous driving continues to evolve around
the world, regulations in certain jurisdictions require or are expected to require means to
engage or disengage L4 autonomous driving vehicle remotely. Our remote assistance platform
therefore also represents a critical step towards achieving driverless L4 operations and
commercialization.
Contingency Plan
Power Outage
In the event of a power loss in the main autonomous driving system, the redundant unit,
or RU, will automatically take over, ensuring continued operation. The RU is equipped with an
independent redundant power supply to maintain system functionality. In such a scenario, the
vehicle will execute a safe pullover, maneuvering to the nearest safe location and awaiting
further repairs. If the vehicle’s powertrain experiences a power failure, its behavior will be
consistent with that of other electric vehicles, following standard electric vehicle safety
protocols.
If the vehicle itself remains powered but there is a power outage in the electrical grid,
connectivity to the cloud and remote assistance may be lost. The L4 autonomous systems
generally require a remote assistance connection during normal operation, even though they do
not use it continuously. In the absence of remote assistance connectivity, the system will
transition into a degraded state and pull over to the nearest secure location for safety.
Cybersecurity Breach
Preventing security breaches is our top priority. The autonomous driving system
incorporates multiple layers of cybersecurity measures, including:
 Data encryption to safeguard data.
 Multi-level security clearance to ensure only authorized access to critical systems.
 Technical measures to regularly monitor and prevent unauthorized modifications,
deletions, or insertions, to ensure data integrity during storage.
In the unlikely event of a security breach, remote assistance has the capability to take
control of the vehicle or, if necessary, initiate an emergency stop to prevent any potential risks
to passengers, pedestrians, and other road users.
These contingency measures ensure that our autonomous driving systems remain safe,
reliable, and resilient, even in the face of unexpected disruptions.
BUSINESS
– 320 –


--- page 331 ---
Showcases of Our Technological Leadership
Navigating Urban Villages
Our technologies have been tested and commercially proven in urban villages in China,
formerly rural areas that have been taken over by the country’s growing cities and where road
conditions are extremely dense and complex.
Our robotaxi achieved safe and smooth cruising in the meandering downtown in
Guangzhou in 2020, which can only be achieved with the backing of sophisticated autonomous
driving algorithms. Without the need of any human intervention, our robotaxi successfully
navigated the congested and unpredictable road environment in an urban village setting.
Operating on Highways
Operating on highways necessitates more stringent requirements for autonomous
vehicles, as it compels the systems to detect and react to fast-moving objects with exceptional
precision and minimal delay, given that the repercussions of errors are considerably more
challenging to rectify. WeRide’s vehicles have been operating on the highways between Y as
Island and Saadiyat Island in Abu Dhabi, with no regulatory discipline for autonomous driving
system failure to date.
Enduring Extreme Weather
One of the most critical challenges in the development of L4 autonomous driving vehicles
and driver assistance systems is their relatively poor performance under adverse weather
conditions such as snow and sandstorms. In 2022, our L4 autonomous driving fleet
successfully completed their trials in Heihe, China, and Abu Dhabi, UAE, operating under an
external temperature range of between -25°C to 45°C. Our autonomous vehicles have also
started commercialization in Singapore, France, and Saudi Arabia as well as testing in Qatar.
BUSINESS
– 321 –


--- page 332 ---
Despite the significant amount of noises challenging our sensors during heavy snow and
the strong reflection coming out of the icy road surface, our robotaxi and robobus were able
to maintain accurate and safe operations in their road tests in Heihe. Our L4 autonomous
driving vehicles have also braved the sandy ambiance and extreme heat in Abu Dhabi where
dust and high temperatures have the potential to cause electronic and mechanical components
to malfunction. In addition, during Singapore’s heavy rain, our robobus operated smoothly and
functioned well, demonstrating stable performance.
Abu Dhabi, UAE
Highest Temperature: 45°C
2021
Heihe, China
Lowest Temperature: -25°C
2022
Singapore
Rainstorm
2023
MARKETING AND BRANDING
Pricing
We price our products and services by taking into account a range of factors. Tailoring our
pricing strategies to suit different customer profiles, use cases, and future growth objectives,
we assess product functionalities, the scale and sophistication of hardware and software
components, as well as the technologies employed. Factors such as procurement costs and the
value generated for customers are also key considerations in our pricing decisions.
Additionally, we factor in market dynamics and competitive positioning when setting our
prices.
Marketing
We actively engage in data-driven and targeted online branding and marketing through a
variety of channels to further enhance our brand recognition and acquire customers. We mainly
utilize (i) our own website and platform, (ii) our official accounts on online social media
platforms, such as LinkedIn, X, Y ouTube, Weixin, Weibo, RedNote, Douyin, (iii) newswire
platforms, such as PR Newswire, GlobeNewswire, (iv) media distribution list to keep main
stream media updated about WeRide’s technology and business progress, (v) advertising
placements on online portal, such as general news portals, auto news portals, technology news
portals, and (vi) search advertisements.
In addition to online marketing, we also engage in various forms of offline activities to
augment our overall marketing and branding strategies, including exhibitions, new product
launch parties, ESG events, etc. We place public advertisements at the airports in several major
cities in China, in order to enhance our presence and user awareness in these markets.
BUSINESS
– 322 –


--- page 333 ---
As of June 30, 2025, our sales team consisted of 72 employees with extensive industry
experience and in-depth expertise in our products and services. We have established sales
offices in major cities in China and overseas, including Germany, UAE, Singapore and Japan.
OUR CUSTOMERS AND SUPPLIERS
Our Customers
We primarily supply our autonomous driving products and services to automobile
manufacturers, Tier 1 suppliers and public transportation service operators. The revenue
attributable to our five largest customers in each year/period during the Track Record Period
was RMB415.7 million, RMB307.6 million, RMB169.3 million (US$23.6 million) and
RMB96.4 million (US$13.5 million) for the years ended December 31, 2022, 2023 and 2024
and the six months ended June 30, 2025, respectively, representing 78.8%, 76.6%, 46.8% and
48.4% of our total revenue for the corresponding year/period. The revenue attributable to our
largest customer in each year/period during the Track Record Period was RMB155.9 million,
RMB222.3 million, RMB88.2 million (US$12.3 million) and RMB33.1 million (US$4.6
million) for the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2025, respectively, representing 29.6%, 55.3%, 24.4% and 16.6% of our total revenue for
the corresponding year/period.
The following tables set forth details of our five largest customers for each year/period
during the Track Record Period.
Y ear Ended December 31, 2022
Rank Customer
Revenue
amount
Percentage of
total revenue
Business
relationship
since
Products/Services
Provided Customer background
(RMB in
thousands)
1/H1118/H1118/H1118Customer A 155,933 29.6% 2022 ADAS research and
development services
A company in China
mainly engaged in
automobile parts and
system research,
development and
manufacturing, which is
a subsidiary of a leading
multinational
engineering and
technology company
headquartered in
Germany
BUSINESS
– 323 –


--- page 334 ---
Rank Customer
Revenue
amount
Percentage of
total revenue
Business
relationship
since
Products/Services
Provided Customer background
(RMB in
thousands)
2/H1118/H1118/H1118Customer B 93,596 17.7% 2022 Operational and technical
support services
A state-owned enterprise in
China mainly engaged in
public transportation
services
3/H1118/H1118/H1118Customer C 64,562 12.2% 2022 Robobus; Operational and
technical support
services
A state-owned enterprise in
China mainly engaged in
the sales of new energy
vehicle and related
technology research and
service
4/H1118/H1118/H1118Customer D
(1) 57,047 10.8% 2021 Robobus; Operational and
technical support
services
A state-owned enterprise in
China mainly engaged in
public transportation
services
5/H1118/H1118/H1118Y utong
Group
(2)
44,530 8.4% 2020 Robobus; Operational and
technical support
services
A large commercial
vehicle group in China
with products covering
buses, trucks,
construction machinery,
special purpose vehicles
and sanitation equipment
Total 415,668 78.8%
BUSINESS
– 324 –


--- page 335 ---
Y ear Ended December 31, 2023
Rank Customer
Revenue
amount
Percentage of
total revenue
Business
relationship
since
Products/Services
Provided Customer background
(RMB in
thousands)
1/H1118/H1118/H1118Customer A 222,292 55.3% 2022 ADAS research and
development services
A company in China
mainly engaged in
automobile parts and
system research,
development and
manufacturing, which is
a subsidiary of a leading
multinational
engineering and
technology company
headquartered in
Germany
2/H1118/H1118/H1118Y utong
Group
(3)
29,098 7.2% 2020 Robobus; Operational and
technical support
services
A large commercial
vehicle group in China
with products covering
buses, trucks,
construction machinery,
special purpose vehicles
and sanitation equipment
3/H1118/H1118/H1118Customer E 23,832 5.9% 2021 Robobus; Operational and
technical support
services
A private company in the
United Arab Emirates
mainly engaged in AI
powered geospatial
solutions, digital
transformation and
business solutions
service
4/H1118/H1118/H1118Customer F
(4) 19,408 4.8% 2019 Operational and technical
support services
A company in China
mainly engaged in
automobile research and
development and related
technology consultation
and service, which is a
subsidiary of a Japanese
multinational automobile
manufacturer
5/H1118/H1118/H1118Customer G 13,003 3.2% 2023 Robobus; Operational and
technical support
services
A state-owned enterprise in
China mainly engaged in
public transportation
services
Total 307,633 76.6%
BUSINESS
– 325 –


--- page 336 ---
Y ear Ended December 31, 2024
Rank Customer
Revenue
amount
Percentage of
total revenue
Business
relationship
since
Products/Services
Provided Customer background
(RMB in
thousands)
1/H1118/H1118/H1118Customer A 88,220 24.4% 2022 ADAS research and
development services
A company in China
mainly engaged in
automobile parts and
system research,
development and
manufacturing, which is
a subsidiary of a leading
multinational
engineering and
technology company
headquartered in
Germany
2/H1118/H1118/H1118Customer H 25,781 7.1% 2024 Intelligent data service A subsidiary of a China’s
leading technology and
internet company
3/H1118/H1118/H1118Customer I
(1) 23,602 6.5% 2024 Operational and technical
support services
A branch of a state-owned
enterprise in China
mainly engaged in
public transportation
services
4/H1118/H1118/H1118Customer F
(4) 17,893 5.0% 2019 Related sensor suites;
operational and technical
support services
A company in China
mainly engaged in
automobile research and
development and related
technology consultation
and service, which is a
subsidiary of a Japanese
multinational automobile
manufacturer
5/H1118/H1118/H1118Customer J 13,837 3.8% 2024 Robotaxi A subsidiary of a
multinational
marketplace company in
the mobility and
delivery sector
Total 169,333 46.8%
BUSINESS
– 326 –


--- page 337 ---
Six Months Ended June 30, 2025
Rank Customer
Revenue
amount
Percentage of
total revenue
Business
relationship
since
Products/ Services
Provided Customer background
(RMB in
thousands)
1/H1118/H1118/H1118Customer H 33,050 16.6% 2024 Intelligent data service A subsidiary of a China’s
leading technology and
internet company
2/H1118/H1118/H1118Customer J 25,784 12.9% 2024 Robotaxi A subsidiary of a
multinational
marketplace company in
the mobility and
delivery sector
3/H1118/H1118/H1118Customer K 14,477 7.3% 2024 Intelligent data service The operator of a leading
lifestyle platform in
China that combines
user-generated content
with social commerce
4/H1118/H1118/H1118Customer L 13,388 6.7% 2025 Robotaxi A leading Chinese
automotive manufacturer
listed on the Stock
Exchange, specializing
in the development,
production, and sales of
passenger vehicles
5/H1118/H1118/H1118Customer M 9,737 4.9% 2024 Robosweeper & robobus A state-owned company in
China mainly engaged in
municipal management
such as environmental
sanitation and
landscaping management
Total 96,436 48.4%
Notes:
(1) Customer D and Customer I are under common control of a state-owned public transportation group in China.
(2) Our revenue from Y utong Group for the year ended December 31, 2022 represents receivable from companies
within the same group, namely Zhengzhou Y utong Mining Equipment Co., Ltd. (ʮ̡)
and Y utong Bus Co., Ltd. (ʮ̡), both of which are affiliates of Y utong.
(3) Our revenue from Y utong Group for the year ended December 31, 2023 represents receivable from Y utong Bus
Co., Ltd. (ʮ̡).
(4) Customer F is an affiliate of a Shareholder. Our revenue from Customer F for the years ended December 31,
2023 and 2024 includes revenue from a company within the same group.
BUSINESS
– 327 –


--- page 338 ---
To the best of our knowledge, during the Track Record Period and up to the Latest
Practicable Date, our customers were Independent Third Parties, except for Y utong Group. As
of the Latest Practicable Date, except for Y utong Group and Customer F, none of our Directors,
their associates or any of our Shareholders (who or which to the knowledge of the Directors
owned more than 5% of our issued share capital) had any interest in any of our five largest
customers for each year/period during the Track Record Period. During the Track Record
Period, we did not have any material disputes with our customers or encounter any major
claims of defective services.
Key Terms of the Agreements with our Customers
Agreements that govern the purchase of our L4 autonomous driving vehicles and related
and optional operational and technical support services with these customers typically provide
for the following:
 Payment term. Payment is usually made on a periodic basis and/or based on certain
project milestones and we will typically invoice for an initial payment of 30% after
contract execution. If no operational or technical support service is being purchased,
we normally charge a deposit after contract execution and receive the remaining
purchase price after acceptance. Some of these agreements allow the customer to
retain a portion of the purchase price as performance deposit or as security for
warranty.
 Service term. We are typically contracted to provide L4 autonomous driving
operational and technical support services for a period between three to eight years
or until the end of the relevant project.
 Delivery, inspection and acceptance. The agreements set out the delivery schedule.
Our customers are granted an inspection right and may accept or reject our delivery
based on pre-agreed acceptance standards.
 Post-sale services and warranty. We generally offer a limited warranty to our
customers and we provide standard post-sale repair and maintenance services.
 Liquidated and other damages. Liquidated and other damages are typically payable
in the event of late delivery or failure in delivery as well as late payment of purchase
price.
 Liability for safety incidents. Typically, both parties agree to assume responsibility
in accordance with relevant laws and regulations.
 Insurance. The responsibility for purchasing insurance depends on discussions and
negotiations with our customers on a case-by-case basis.
BUSINESS
– 328 –


--- page 339 ---
 Termination. The agreements are typically terminable in the event of breach or
insolvency of a contracting party.
The agreement relating to our ADAS research and development services contains the
following material terms:
 Payment term. Payment is made by installments and based on project milestones.
 Intellectual property. Generally, the resulting intellectual properties of the projects
belong to our customer. Each party retains ownership of its pre-existing intellectual
properties and may grant the other party licenses to use its pre-existing intellectual
property rights with respect to the deliverables as reasonably necessary to fulfill
their obligations under the agreement.
 Delivery, testing and acceptance . We are required to meet certain performance
milestones and delivery schedules and pass certain tests before our deliverables are
accepted.
 Restrictions. Our ability to develop and deliver competing products in the PRC
market is restricted for an agreed period of time.
 Insurance. We are obligated to purchase and maintain certain insurances during the
project.
 Services and warranty. We offer a limited warranty and we provide technical
support and maintenance services.
 Liquidated damages. Liquidated damages are payable in the event that we fail to (i)
meet project milestones on time, (ii) subscribe for required insurances, (iii) provide
warrant services, or (iv) comply with the restrictive covenant.
 Termination. The agreement can be terminated by our customer if (i) we breach our
representations, warranties or undertakings, (ii) a change of control with respect to
us occurs that materially affects our customer’s interest, or (iii) we become
insolvent, amongst others.
During the Track Record Period, we did not experience any returns or rejections from our
customers upon delivery or penalties paid to customers for late delivery or failure in delivery.
See also “Risk Factors — Risks Related to the Commercialization of Our Products and
Technologies — Failure to continue to attract and retain customers, manage our relationship
with them or increase their reliance on our products and services could materially and
adversely affect our business and prospects.”
BUSINESS
– 329 –


--- page 340 ---
Our Suppliers
Our suppliers consist primarily of automobile manufacturers, component suppliers and
mapping and data services providers. The purchases attributable to our five largest suppliers for
each year/period during the Track Record Period were RMB261.1 million, RMB210.1 million,
RMB246.1 million (US$34.4 million) and RMB258.2 million (US$36.0 million) for 2022,
2023, 2024 and the six months ended June 30, 2025, respectively, representing 41.4%, 40.4%,
37.2% and 34.5% of our total purchase for the corresponding year/period. The purchases
attributable to our largest supplier in each year/period during the Track Record Period were
RMB168.9 million, RMB111.5 million, RMB90.1 million (US$12.6 million) and RMB92.8
million (US$13.0 million) for 2022, 2023, 2024 and the six months ended June 30, 2025,
respectively, representing 26.8%, 21.4%, 13.6% and 12.4% of our total purchase for the
corresponding year/period.
The following tables set forth details of our five largest suppliers for each year/period
during the Track Record Period.
Y ear Ended December 31, 2022
Rank Supplier
Purchase
amount
Percentage
of total
purchase (1)
Business
relationship
since
Products/Services
Purchased Supplier background
(RMB in
thousands)
1/H1118/H1118/H1118Y utong
Group (2)
168,862 26.8% 2021 V ehicles A large commercial
vehicle group in China
with products covering
buses, trucks,
construction machinery,
special purpose vehicles
and sanitation
equipment, with two
subsidiaries listed on
Shanghai Stock
Exchange
2/H1118/H1118/H1118Guangzhou
Y uji
Technology
Co., Ltd. ( ᄿ
Ҧ
ʮ̡)
(3)
30,274 4.8% 2021 Data collection, labeling
and compliance services
A private company in
China mainly engaged in
technology consulting
and services, computer
and communication
equipment leasing
3/H1118/H1118/H1118Supplier A
(4) 22,700 3.6% 2019 V ehicles A private company in
China mainly engaged in
taxi operation, sales of
battery and new energy
vehicles parts
BUSINESS
– 330 –


--- page 341 ---
Rank Supplier
Purchase
amount
Percentage
of total
purchase (1)
Business
relationship
since
Products/Services
Purchased Supplier background
(RMB in
thousands)
4/H1118/H1118/H1118Supplier B 20,011 3.2% 2019 Computing server A company in China
mainly engaged in
research and
development,
manufacturing of HPC,
AI servers and
intelligent manufacturing
products, and related
service, which is a
subsidiary of an
advanced computing
solutions designer and
provider listed on
Taiwan Stock Exchange
5/H1118/H1118/H1118Supplier C 19,228 3.0% 2019 Sensor suites parts A Nasdaq-listed company
in China mainly engaged
in research, development
and sales of LiDAR
products
Total 261,075 41.4%
Y ear Ended December 31, 2023
Rank Supplier
Purchase
amount
Percentage
of total
purchase (1)
Business
relationship
since
Products/Services
Purchased Supplier background
(RMB in
thousands)
1/H1118/H1118/H1118Guangzhou
Y uji
Technology
Co., Ltd. ( ᄿ
Ҧ
ʮ̡)
(3)
111,532 21.4% 2021 Data collection, labeling
and compliance services
A private company in
China mainly engaged in
technology consulting
and services, computer
and communication
equipment leasing
2/H1118/H1118/H1118Supplier C 46,148 8.9% 2019 Sensor suites parts A Nasdaq-listed company
in China mainly engaged
in research, development
and sales of LiDAR
products
BUSINESS
– 331 –


--- page 342 ---
Rank Supplier
Purchase
amount
Percentage
of total
purchase (1)
Business
relationship
since
Products/Services
Purchased Supplier background
(RMB in
thousands)
3/H1118/H1118/H1118Supplier A (4) 19,643 3.8% 2019 V ehicles A private company in
China mainly engaged in
taxi operation, sales of
battery and new energy
vehicles parts
4/H1118/H1118/H1118Y utong
Group
(5)
18,377 3.5% 2021 V ehicles A large commercial
vehicle group in China
with products covering
buses, trucks,
construction machinery,
special purpose vehicles
and sanitation
equipment, with two
subsidiaries listed on
Shanghai Stock
Exchange
5/H1118/H1118/H1118Supplier D 14,433 2.8% 2023 V ehicles A company integrating bus
product research and
development,
manufacturing and sales,
which is a subsidiary of
a leading bus
manufacturer in China
listed on Shanghai Stock
Exchange
Total 210,134 40.4%
BUSINESS
– 332 –


--- page 343 ---
Y ear Ended December 31, 2024
Rank Supplier
Purchase
amount
Percentage of
total purchase
Business
relationship
since
Products/Services
Purchased Supplier background
(RMB in
thousands)
1/H1118/H1118/H1118Guangzhou
Y uji
Technology
Co., Ltd. ( ᄿ
Ҧ
ʮ̡)
90,055 13.6% 2021 Data collection, labeling
and compliance services
A private company in
China mainly engaged in
technology consulting
and services, computer
and communication
equipment leasing
2/H1118/H1118/H1118Y utong
Group
(6)
71,042 10.7% 2021 V ehicles A large commercial
vehicle group in China
with products covering
buses, trucks,
construction machinery,
special purpose vehicles
and sanitation
equipment, with two
subsidiaries listed on
Shanghai Stock
Exchange
3/H1118/H1118/H1118Supplier A
(4) 38,265 5.8% 2019 V ehicles A state-owned enterprise in
China mainly engaged in
taxi operation, sales of
battery and new energy
vehicles parts
4/H1118/H1118/H1118Supplier E 24,208 3.7% 2021 IDC server and equipment A private company
headquartered in
Guangzhou, mainly
engaged in the digital
new infrastructure
service field
5/H1118/H1118/H1118Supplier B 22,494 3.4% 2019 Computing server A company in China
mainly engaged in
research and
development,
manufacturing of HPC,
AI servers and
intelligent manufacturing
products, and related
service, which is a
subsidiary of an
advanced computing
solutions designer and
provider listed on
Taiwan Stock Exchange
Total 246,064 37.2%
BUSINESS
– 333 –


--- page 344 ---
Six Months Ended June 30, 2025
Rank Supplier
Purchase
amount
Percentage of
total purchase
Business
relationship
since
Products/ Services
Purchased Supplier background
(RMB in
thousands)
1/H1118/H1118/H1118Supplier E 92,831 12.4% 2021 IDC server and equipment A private company
headquartered in
Guangzhou, mainly
engaged in the digital
new infrastructure
service field
2 /H1118/H1118Guangzhou
Y uji
Technology
Co., Ltd.( ᄿ
Ҧ
ʮ̡)
32,379 4.3% 2021 Data collection, labeling
and compliance services
A private company in
China mainly engaged in
technology consulting
and services, computer
and communication
equipment leasing
3/H1118/H1118/H1118Supplier F 44,863 6.0% 2024 Thor Autonomous driving
controller
A subsidiary of a global
technology company
listed on the Stock
Exchange, specializing
in innovative PCs, smart
devices, infrastructure
solutions, and services
4/H1118/H1118/H1118Supplier G 46,037 6.2% 2024 V ehicles An enterprise in China
mainly engaged in the
sales of commercial
vehicles
5 /H1118/H1118Supplier A 42,120 5.6% 2019 V ehicles A state-owned enterprise in
China mainly engaged in
taxi operation, sales of
battery and new energy
vehicles parts
Total 258,230 34.5%
BUSINESS
– 334 –


--- page 345 ---
Notes:
(1) Our total purchase primarily consists of accruals/payments for materials, vehicles and outsourcing service fees.
(2) Our purchase from Y utong Group for the year ended December 31, 2022 represents purchase from companies
within the same group, namely Zhengzhou Y utong Heavy Industry Co., Ltd. (ʮ̡) and
Y utong Bus Co., Ltd. (ʮ̡).
(3) Guangzhou Y uji Technology Co., Ltd. (ʮ̡) is a majority-controlled company of Mr. Ming
Han (׼a sibling of Dr. Han, which is also beneficially owned by other shareholders that are unrelated to
our Group or Dr. Han.
(4) Supplier A is a substantial shareholder of a member of our Group.
(5) Our purchase from Y utong Group for the year ended December 31, 2023 represents purchase from Y utong Bus
Co., Ltd. (ʮ̡).
(6) Our purchase from Y utong Group for the year ended December 31, 2024 represents purchase from companies
within the same group, namely Ourland Environmental Technical Ltd. (ʮ̡), Zhengzhou
Y utong Heavy Industry Co., Ltd. (ʮ̡) and Y utong Bus Co., Ltd. (ʮ̡).
Suppliers of Key Components and Raw Materials
We engage third-party suppliers and our OEM partners for most of the components that
are used to, or to be used to, manufacture our L4 autonomous driving vehicles, including
semiconductor chips, radar, LiDAR, and cameras and other components and materials.
The agreements with our suppliers of key components typically contain the following
material terms:
 Term. The term of supply agreements typically spans a period of 12 to 18 months.
 Payment term. We generally make an initial payment of a certain amount at the time
of contract signing and enjoy a credit term of 30 to 60 days from our receipt of the
products and invoices.
 Product specifications. The agreements typically detail the product name,
specification, price, quantity, delivery timeline and other specifics.
 Delivery. The suppliers are responsible for delivery of products to our designated
location.
 Quality control and quality guarantee. Suppliers shall ensure that the products
provided are brand new, defect-free and in line with agreed specifications. We
normally have the right to reject and return any products that fail to meet our
requirements stipulated in the purchase order, at the expense of suppliers, or to
request free product replacement or maintenance within the warranty period offered
by our suppliers which is typically 12 months.
BUSINESS
– 335 –


--- page 346 ---
 Transfer of risk. The risk transfers to us upon our receipt of the products.
 Confidentiality. All confidential information provided by each party shall be used
solely for the purposes of the agreements and shall not be disclosed to any third
party without prior written consent.
 Termination. The agreements are typically terminable by mutual agreement, or as
specified in the agreements.
During the Track Record Period, we did not experience material fluctuations in
production costs and shortages in the supply of key components and raw materials from our
major suppliers. However, some of the key components used to manufacture our L4
autonomous driving vehicles were from limited sources of supply, we may therefore be subject
to the risk of shortages and long lead times in the supply of these components and the risk that
our suppliers discontinue or modify components used in our vehicles. See “Risk Factors —
Risks Related to the Manufacturing of Our Products — Our customers’ ability to make
payments may be negatively impacted by the economic downturns, leading to longer payment
cycles and increased difficulties in collecting receivables, which poses a risk to our cash flow
and overall liquidity.” Additionally, any substantial price increases or supply disruptions we
may encounter in the future could adversely affect our research and development efforts and
operational performance. See “Risk Factors — Risks Related to the Manufacturing of Our
Products — We rely on a stable and sufficient supply of high-quality raw materials, equipment,
and other necessary supplies. Any increases in prices or interruptions in supply could
negatively impact our business, profitability and results of operations.”
To the best of our knowledge, during the Track Record Period and up to the Latest
Practicable Date, our five largest suppliers for each year/period during the Track Record Period
were Independent Third Parties, except for Y utong Group and Guangzhou Y uji. As of the Latest
Practicable Date, except for Y utong Group and Guangzhou Y uji, none of our Directors, their
associates or any of our Shareholders (who or which to the knowledge of the Directors owned
more than 5% of our issued share capital) had any interest in any of our five largest suppliers
for each year/period during the Track Record Period. During the Track Record Period, we have
not experienced any significant fluctuation in prices set by our suppliers or material breach of
contract on the part of our suppliers.
BUSINESS
– 336 –


--- page 347 ---
Overlapping of Customers and Suppliers
Customer/
Supplier Period
Revenue
amount
Percentage
of total
revenue
Nature of
revenue
Purchase
amount
Percentage
of total
purchase
Nature of
purchase
(RMB in
thousands)
(RMB in
thousands)
Supplier D /H1118/H1118/H1118/H11182022 – – N/A – – N/A
2023 5,660 1.4% Operational
and
technical
support
services
14,433 2.8% V ehicles
2024 531 0.1% Robobus 4,210 1.1% V ehicles
Six months
ended June
30, 2025
– – 10,847 1.5% V ehicles
Supplier C /H1118/H1118/H1118/H11182022 2,000 0.4% Robobus 19,228 3.0% Sensor suites
parts
2023 – – N/A 46,148 8.9% Sensor suites
parts
2024 – – N/A 20,718 3.1% Sensor suites
parts
Six months
ended June
30, 2025
– – 5,690 0.8% Sensor suites
parts
Guangzhou Y uji
Technology
Co., Ltd. ( ᄿ
ҦϞ
ʮ̡) /H1118/H1118/H1118/H1118
2022 603 0.1% Operational
and
technical
support
services
30,274 4.8% Data
collection,
labeling
and
compliance
services
2023 – – N/A 111,532 21.4% Data
collection,
labeling
and
compliance
services
2024 528 0.1% Operational
and
technical
support
services
90,055 13.6% Data
collection,
labeling
and
compliance
services
BUSINESS
– 337 –


--- page 348 ---
Customer/
Supplier Period
Revenue
amount
Percentage
of total
revenue
Nature of
revenue
Purchase
amount
Percentage
of total
purchase
Nature of
purchase
(RMB in
thousands)
(RMB in
thousands)
Six months
ended June
30, 2025
– – 32,379 4.3% Data
collection,
labeling
and
compliance
services
Y utong
Group
(1)(2) /H1118/H1118
2022 44,530 8.4% Robobus;
Operational
and
technical
support
services
168,862 26.8% V ehicles
2023 29,098 7.2% Robobus;
Operational
and
technical
support
services
18,377 3.5% V ehicles
2024 13,816 3.8% Operational
and
technical
support
services
71,042 10.7% V ehicles
Six months
ended June
30, 2025
2,200 1.1% Sales of
other L4
vehicles
and
related
services
13,366 1.8% V ehicles
Notes:
(1) Our revenue from Y utong Group represents receivables from companies within the same group, namely
Zhengzhou Y utong Mining Equipment Co., Ltd. (ʮ̡), Zhengzhou Y utong
Heavy Industry Co., Ltd. (ʮ̡), Y utong Bus Co., Ltd. (ʮ̡) and
Ourland Environmental Technical Ltd. (ʮ̡).
(2) Our purchase from Y utong Group represents purchase from companies within the same group, namely
Zhengzhou Y utong Heavy Industry Co., Ltd. (ʮ̡), Ourland Environmental
Technical Ltd. (ʮ̡) and Y utong Bus Co., Ltd. (ʮ̡).
BUSINESS
– 338 –


--- page 349 ---
To the best knowledge of our Directors, during the Track Record Period, there were no
other overlap between our major suppliers and our customers or between our major customers
and our suppliers. We have established solid business relationships with our overlapping
customers and suppliers. Our sales to and purchases from our overlapping customers and
suppliers were not related to or inter-conditional upon each other.
Our Directors confirmed that all of our sales to and purchases from these overlapping
customers and suppliers were entered into after due consideration taking into account the
prevailing purchase and selling prices at the relevant times, conducted in the ordinary course
of business under normal commercial terms and on arm’s length basis. As of the Latest
Practicable Date, except for Y utong Group and Guangzhou Y uji, none of our Directors, their
close associates or any shareholders who owned more than 5% of the issued share capital of
our Company, had any interest in any of our overlapping customers and suppliers in each
year/period during the Track Record Period.
Contract Manufacturing
We currently partner with OEMs to manufacture our L4 autonomous driving vehicles,
instead of manufacturing the vehicles on our own. We believe these partnerships enable us to
remain asset-light and maintain focus on developing and upgrading our proprietary
autonomous driving products and services.
The salient terms of our agreements with contract manufacturers are set forth as below:
 Principal rights and obligations. We provide technical specifications and
autonomous driving systems to contract manufacturers who are responsible for
manufacturing and assembling services our L4 autonomous driving vehicles
pursuant to our specifications.
 Payment and delivery. We are responsible for timely payment to contract
manufacturers, who are responsible for delivery of products to the designated
location specified in the agreements.
 Quality assurance and quality guarantee. Products are accepted in accordance with
our specifications as well as the quality assurance manual provided by contract
manufacturers. The contract manufacturers generally provide after-sales services
and quality warranties and assume product liability for the vehicles (excluding the
hardware or software provided by us if any).
 Termination. The agreements shall be terminated upon fulfillment of parties’
obligations or as specified in the agreements.
BUSINESS
– 339 –


--- page 350 ---
However, such business model may present unpredictable challenges, which could
materially and adversely affect our business, prospects, financial condition and results of
operations. See “Risk Factors — Risks Related to the Manufacturing of Our Products — We
cooperate with a large number of business partners, including, among others, OEMs, Tier 1
suppliers, logistics and urban service providers, and others. Collaboration with third parties
subjects us to risks,” and “Risk Factors — Risks Related to the Commercialization of Our
Products and Technologies — Our business model has yet to be tested, and any failure to
commercialize our strategic plans, technologies, products or services would have an adverse
effect on our operating results and business.”
LOGISTICS AND INVENTORY MANAGEMENT
Logistics
We primarily rely on reputable third-party logistics providers to transport our hardware
products from production facilities and warehouses to the destinations specified by our
customers. To the best of our knowledge, such logistics service provider is an Independent
Third Party.
Inventory Management
Our inventories primarily consist of production supplies and work in progress. Our
inventories increased by 39.9% from RMB156.0 million as of December 31, 2022 to
RMB218.2 million as of December 31, 2023, primarily due to an increase in work in progress
resulting from increased vehicle inventories for our products including robobus, robotaxi, and
robosweepers. Our inventories decreased by 6.2% from RMB218.2 million as of December 31,
2023 to RMB204.7 million (US$28.6 million) as of December 31, 2024, primarily attributable
to our enhanced inventory management and increased product sales compared to 2023, as well
as RMB50 million of inventories of vehicles and onboard equipment transferred to our
property and equipment. Our inventories increased by 41.6% from RMB204.7 million as of
December 31, 2024 to RMB289.9 million (US$40.5 million) as of June 30, 2025, primarily due
to an increase in work in progress resulting from increased vehicle inventories for our products
including robotaxi and robovan. See “Financial Information — Discussion of Selected Items
from the Consolidated Statements of Financial Position — Current Assets and Liabilities —
Inventories.” We regularly monitor our inventory levels to ensure they meet customer order
requirements. We also proactively evaluate market changes and strategically store key
components and raw materials in anticipation of potential supply shortages. Our supplier chain
department routinely reviews inventory aging reports and takes necessary steps to minimize the
risk of obsolescence.
BUSINESS
– 340 –


--- page 351 ---
QUALITY CONTROL
We are dedicated to upholding the utmost quality standards in our products and solutions.
To this end, we have crafted and put into operation a quality management system. This system
serves as the structure enabling the continuous enhancement of both our products and
operational processes. Additionally, we have established a management review control process.
Through this process, we conduct regular and systematic evaluations of our quality
management system, ensuring that we can closely oversee its implementation.
Product Returns and Recalls
We have developed a comprehensive non-conforming product control procedure to
identify and control non-conforming products. We adopted a collaborative and multi-
departmental approach to deal with non-conforming products where our after-sales department,
hardware development team and assembly team regularly follow up with after-sales service
support through implementation of rectification measures and continued issue tracking,
personnel training and process improvement. Throughout the product returns and recalls
process, our customer service team is available to answer any questions, provide updates, and
offer assistance to customers. We will strive to resolve all customer issues in a timely and
satisfactory manner. We believe this approach will effectively prevent non-conforming
products from being used or delivered. During the Track Record Period and up to the Latest
Practicable Date, we had not experienced any material product returns or recalls.
Supply Chain Management
We have policies and procedures in place to guarantee the quality of key components and
raw materials sourced from our suppliers. During the supplier selection and evaluation process,
we carry out thorough due diligence and take into account multiple factors, including but not
limited to their market reputations, professional credentials, industry experience, the
availability of services or products, pricing, and delivery schedules. We require all of our
suppliers to comply with our internal supply management policies. Our supply chain team is
responsible for conducting a comprehensive inspection of product samples to ensure they meet
our technical specifics and requirement. Additionally, we may conduct either regular or ad hoc
on-site inspections of suppliers. We generally require suppliers to rectify any quality issues
promptly upon being detected or notified. Besides, we have been maintaining an alternative list
of competitive suppliers capable of providing comparable key components and raw materials,
to mitigate risks associated with capacity constraints and other supply chain challenges such
as intensified international trade tensions.
OUR ECOSYSTEM AND PARTNERSHIPS
We have established a robust ecosystem consisting of world-class partners that are crucial
to our success. Many of our partners have also become our shareholders and invested in our
future, demonstrating their strong conviction in our technology and go-to-market strategy and
providing further validation to our product and service offerings. We believe our partnership
network creates a significant and sustainable competitive advantage and allows us to stay
ahead in terms of our technological competency and in our effort to commercialize autonomous
driving technologies.
BUSINESS
– 341 –


--- page 352 ---
The OEMs and Tier 1 suppliers played an important role in the development and
production of our L4 autonomous driving vehicle and our partnership with them forge a vital
layer of our ecosystem. These partnerships enable us to maintain strong control over supply
chain and hardware design, while remaining asset-light and focusing on developing and
upgrading our proprietary autonomous driving products and services.
We partner with OEMs, such as Nissan, Guangzhou Automobile Group, Geely Farizon
New Energy Commercial V ehicle Group, Xiamen Golden Dragon Bus Co., Ltd, and JMC-Ford
Motors, for the production of our L4 autonomous driving vehicles. Typically, under these
partnerships, we purchase vehicles from OEM partners and then operate these specialized L4
autonomous driving vehicles that integrate our autonomous driving software and hardware
(including sensor suites) that meet our requirements, to provide mobility, logistics and other
urban services on our own. We also sell these customized autonomous vehicles to our
customers and provide related deployment and localization services, which optimize the
vehicles for operation on specific roads and ensure they meet customer-specific technical
metrics and autonomous functions. In addition, we also provide ADAS and research and
development services to Bosch and autonomous driving research and development services to
Nissan. See “— Overview — Go-to-Market Strategy.” We enter into separate contracts with
OEM partners and Tier-1 supplier partner on market terms for these transactions.
We also work closely with other ecosystem partners in developing our L4 autonomous
technologies, products and services. Such ecosystem partners include Uber and AiDriver, and
Baiyun Taxi Group, for robotaxi, Guangzhou Public Transport Group No. 3 Bus Co., Ltd., Beti
and Flughafen Zurich AG, for robobus, ZTO, for robovan, Chye Thiam Maintenance for
robosweeper, as well as NVIDIA, Johnson Electric and Lenovo V ehicle Computing for key
components and hardwares.
A W ARDS AND RECOGNITION
During the Track Record Period and up to the Latest Practicable Date, we have received
numerous awards and recognitions for our technologies and innovations from government
authorities and industrial organizations. The following table sets forth a summary of major
awards and recognitions we received in the past years.
Awarding Y ear Award/Recognition
Issuing
Authority/Organization
2025 /H1118/H1118/H1118/H1118/H1118/H1118First Place Challenge Winner, Dubai World
Congress for Self-Driving Transport
Dubai Roads and
Transport
Authority
2025 /H1118/H1118/H1118/H1118/H1118/H11182025 Fortune Future 50 List (Worldwide) Fortune
2025 /H1118/H1118/H1118/H1118/H1118/H1118Fortune Change the World Fortune
BUSINESS
– 342 –


--- page 353 ---
Awarding Y ear Award/Recognition
Issuing
Authority/Organization
2025 /H1118/H1118/H1118/H1118/H1118/H1118Fortune Tech 50 (China) Fortune
2025 /H1118/H1118/H1118/H1118/H1118/H1118Hurun China 500 Most V aluable Companies Hurun Report
2025 /H1118/H1118/H1118/H1118/H1118/H1118Top 50 Hurun China Artificial Intelligence
Enterprises
Hurun Report
2024 /H1118/H1118/H1118/H1118/H1118/H11182024 Fortune Future 50 List (Worldwide) Fortune
2024 /H1118/H1118/H1118/H1118/H1118/H1118Asia New Economy Pioneers Award Caixin Global
2024 /H1118/H1118/H1118/H1118/H1118/H1118Most Admired Companies in China Fortune China
2024 /H1118/H1118/H1118/H1118/H1118/H1118Top 50 Most Innovative Companies Forbes China
2024 /H1118/H1118/H1118/H1118/H1118/H11182024 China Globalization Future Stars –
Automotive and Automotive Technology List
Fortune
2024 /H1118/H1118/H1118/H1118/H1118/H1118China’s Top 50 Artificial Intelligence
Technology Companies
Forbes
2024 /H1118/H1118/H1118/H1118/H1118/H1118Go-International Series Selection Top 30 in
China
Forbes
2024 /H1118/H1118/H1118/H1118/H1118/H1118Hurun Global Unicorn Index 2024 Hurun Report
2023 /H1118/H1118/H1118/H1118/H1118/H1118Most Influential IoT Innovation List Fortune
2023 /H1118/H1118/H1118/H1118/H1118/H11182023 Change the World List Fortune
2023 /H1118/H1118/H1118/H1118/H1118/H11182023 China’s Best Design List Fortune
2023 /H1118/H1118/H1118/H1118/H1118/H11182023 Chinese Overseas Mainstays to Watch Fortune China
2022 /H1118/H1118/H1118/H1118/H1118/H1118China’s Most Socially Impactful Startups Fortune China
COMPETITION
We face competition, both in China and globally, from autonomous driving companies
that offer autonomous driving technologies, products and services. We also potentially face
competition from automotive OEMs global-wide and other global technology giants,
particularly those who are building internal autonomous driving development programs.
BUSINESS
– 343 –


--- page 354 ---
Competition is based primarily on technology, ability to source capital, safety, efficiency
and cost-effectiveness. See “Industry Overview — Overview of Global Robotaxi Market —
Comparison of Global L4 Robotaxi Companies.” Our future success will depend on our ability
to maintain our leading competitive position with respect to our technological advances over
our existing and any new competitors. While we believe that we are well-positioned to
effectively compete on the basis of the factors listed above, some of our current and potential
competitors have greater financial, technical and other resources than us and may be able to
deploy greater resources to the advancement of autonomous driving technologies. For
additional information about the risks to our business related to competition, see “Risk Factors
— Risks Related to Our General Operations — We operate and compete in highly competitive
markets, facing challenges from both current and future competitors. If we fail to
commercialize our technology on a large scale before our competitors, develop superior
technology and products, or compete effectively, we may lose our market share or fail to gain
additional market share, and our growth and financial condition may be adversely affected.”
We believe that our ability to compete effectively depends upon many factors within or
beyond our control, including, among others:
 the performance, reliability, ease of use, utility and price of our offerings compared
to those of our competitors;
 our highly differentiated approach to the offering of autonomous driving products
and services;
 our ability and progress on large-scale commercial deployment of L4 autonomous
driving vehicles;
 our ability to provide superior and trusted user and customer experience;
 our ability to further improve our leading and propriety autonomous driving
technologies;
 our ability to consistently enrich our offerings;
 our ability to successfully expand our global footprints;
 our ability to maintain and enlarge our alliances with key ecosystem partners;
 our reputation and brand strength relative to our competitors;
 our ability to fully comply with relevant laws, regulations, rules, policies and
guidelines, as well as address disputes, proceedings, settlements, judgments,
injunctions and consent decrees;
BUSINESS
– 344 –


--- page 355 ---
 changes mandated by, or that we elect to make to address, evolving legislations and
requirements by regulatory authorities;
 our ability to attract, retain and motivate talented employees;
 our ability to maintain and improve our safety mechanism;
 our ability to raise additional capital; and
 acquisitions or consolidation within our industry.
RESEARCH AND DEVELOPMENT
We believe our strong research and development capability is our principal competitive
strength. We have invested a significant amount of time and resources in research and
development to solidify and maintain our industry leadership in the market. We have built a
world-class team that is focused on rigorous engineering.
Our R&D team
As of June 30, 2025, our global R&D team consisted of 797 engineers and 2,565 data
processing staff, with 494 holding a master’s degree or higher and 56 PhDs from top
universities. Our R&D team accounted for 93.7% of total employees as of the same date.
Our research and development expenses were RMB758.6 million, RMB1,058.4 million,
RMB1,091.4 million (US$152.4 million), RMB517.2 million and RMB644.6 million (US$90.0
million) for the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2024 and 2025, respectively, representing 74.4%, 61.3%, 47.8%, 69.1% and 67.8% of our
total operating expenses for the corresponding year/period. During the Track Record Period,
our investment in research and development primarily aimed to strengthen our technologies in
autonomous driving and AI infrastructure, and to improve our product and operational
capabilities. We expect our research and development expenses to increase as we continue to
focus on the testing and commercialization of our autonomous driving technology, expand our
R&D team and invest more resources to improve our technological capabilities. Our research
and development activities are conducted at multiple research and development centers,
including but not limited to mainland China and Singapore.
BUSINESS
– 345 –


--- page 356 ---
The core members of our research and development team possess an average of over 20
years of engineering experience, including work in esteemed technology firms both
domestically and internationally. Each member specializes in a distinct area, and their profiles
are detailed in the table below:
Core R&D Team Member Profile
Dr. Tony Xu Han /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118As our founder, chairman of our Board, executive Director
and CEO, Dr. Han has shaped our business strategies
and significantly contributed to our core technologies.
Dr. Han had contributed significantly to our Company in
the following areas:
 Unwavering commitment to L4 technology
development. Since our inception, Dr. Han has
consistently prioritized L4 technology as our
strategic focus. Despite facing challenges such as
differing views on the future of autonomous
driving and some competitors downgrading their
focus on L4, we have shown unwavering strategic
commitment by continuously increasing our R&D
investments in L4 technology. Under Dr. Han’s
leadership, we are now the only autonomous
driving company globally offering L4 autonomous
driving solutions that cater to diverse urban
lifestyle and travel needs.
 Proactive business planning and pioneering
multiple vehicle products. Dr. Han prioritizes urban
scenarios with significant market potential and
diverse applications. He spearheaded our R&D
team, driving innovation in product development
from the ground up to meet market demands in
transportation, freight, and sanitation. This
strategic focus has led to the successful launch of
multiple pioneering L4 products.
BUSINESS
– 346 –


--- page 357 ---
Core R&D Team Member Profile
 Focus on product deployment and
commercialization . Under Dr. Han’s leadership, we
have achieved significant commercialization
milestones. Notably, we launched China’s first
robotaxi service in 2019 and introduced the UAE’s
first robotaxi service in 2021, establishing the
largest publicly operated fleet in the Middle East.
Dr. Han has also been instrumental in advancing
our ADAS. In 2022, we demonstrated our
adaptability by collaborating with Bosch to
advance ADAS, successfully implementing a mass
production plan within just 18 months. These
accomplishments underscore our strategic
initiatives to lead in autonomous technology and
expand commercial activities globally. Dr. Han’s
vision has positioned us as the only pure-play
company offering a comprehensive range of smart
mobility solutions across L4, L3, and L2, tailored
for urban and highway environments.
 Fostering strong partners and investors across
value chain . Dr. Han led our partnerships with key
ecosystem participants to accelerate the
commercialization of our technology. We have
forged strong alliances with world-class vehicle
manufacturers, Tier 1 suppliers, logistics and urban
service providers and others.
 Establishment of the blueprint for the WeRide One
platform. Dr. Han guided us in developing our
WeRide One , our universal technology platform.
By adopting our WeRide One , our technology stack
and operations capabilities cut across all
application scenarios, with the utmost
effectiveness and efficiency.
BUSINESS
– 347 –


--- page 358 ---
Core R&D Team Member Profile
 Solid intellectual property protection . Under Dr.
Han’s leadership, we have built a strong patent
portfolio to protect our proprietary technologies,
covering all critical aspects of autonomous driving.
See “— Our Technology” and “— Intellectual
Property.”
Dr. Han has over 20 years of experience in electrical and
computing engineering and autonomous driving. 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 the
autonomous driving unit at Baidu Inc. (Nasdaq: BIDU
and 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 2002, and Ph.D. in electrical and
computer engineering from the University of Illinois
Urbana-Champaign in 2008. See “Directors and Senior
Management — Board of Directors — Executive
Directors.”
BUSINESS
– 348 –


--- page 359 ---
Core R&D Team Member Profile
Dr. Y an Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118As our co-founder, executive Director, and CTO, Dr. Y an
Li plays a pivotal role in shaping our technological
innovation.
Dr. Li had contributed significantly to our Company in the
following areas:
 Hybrid architect and technology infrastructure.
Under Dr. Li’s leadership, our end-to-end AI
technologies have showcased capabilities that set
them apart from those of our competitors. Dr. Li
led our R&D team in developing a foundational
model for L4 technology that combines safety,
reliability, and versatility. This model effectively
integrates the reasoning capabilities of multimodal
large models with the decision-making advantages
of end-to-end models, creating an AI-driven
autonomous driving solution that minimizes
information loss and simulates human-like driving
behavior. Dr. Li spearheaded the development of
an in-house vehicle management system for real-
time scheduling and visualization, creating a
standardized deployment framework that meets
global standards in technology specifications,
operational norms, and data processing. This
framework has enabled successful large-scale
operations in various international markets,
overcoming challenges such as extreme
temperatures and regulatory changes, exemplified
by the rapid deployment of vehicles in Abu Dhabi
within a relatively short time of arrival. In terms of
L2 technology, Dr. Li successfully led the team to
develop and mass-produce comprehensive
solutions for urban navigation on autopilot, or
NOA, highway NOA, and parking functionalities
within 18 months, while also advancing visual-
based technologies to strengthen end-to-end
applications, culminating in the successful
deployment of the latest generation of end-to-end
solutions without maps.
BUSINESS
– 349 –


--- page 360 ---
Core R&D Team Member Profile
 Rollout of our products and solutions. Dr. Li led
the development of all vehicle types, namely,
robotaxi, robobus, robovan, and robosweeper. Dr.
Li also led the development of ADAS from the
ground up and advanced our collaboration with
Bosch. Remarkably, he completed the mass
production plan in just 18 months, leading us to
become the only entity to achieve full-stack
commercialization of L2-L4 autonomous driving
technology. Additionally, Dr. Li led us in
optimizing hardware solutions, significantly
reducing costs for autonomous vehicles and
facilitating product commercialization. Under his
leadership, we have iterated through five
generations of hardware configurations since our
inception, significantly lowering production
expenses. For our robobus, Dr. Li expanded
partnerships with OEM suppliers, to collaborate on
vehicle model selection, hardware design, and
mass production delivery. This not only reduced
the production costs and prices of our robobuses
but also enriched our robobus product line,
providing a comprehensive range of options for
clients with varying budgets.
Dr. Li has over 20 years of experience in computer science,
deep learning, and autonomous driving. 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
(૶ശɽኪ) 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. See “Directors
and Senior Management — Board of Directors —
Executive Directors.”
BUSINESS
– 350 –


--- page 361 ---
Core R&D Team Member Profile
Dr. Hua Zhong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118As our senior vice president, Dr. Zhong has been a key
contributor to our technological advancements since our
inception. Dr. Zhong has over 20 years of experience in
computer science and autonomous driving, with a focus
on computer vision and machine learning. Before
joining us, Dr. Zhong was a principal engineer at Ucar
Inc. Prior to that, he worked at Google as well as
Siemens. Dr. Zhong previously worked at Microsoft
Research Asia, where he was mainly responsible for
computer vision and machine learning research and
development. Dr. Zhong received his bachelor’s degree
in computer science from Tsinghua University ( ૶ശɽ
ኪ) in 2000, and Ph.D. in computer science from
Carnegie Mellon University in the United States in
2008. See “Directors and Senior Management — Senior
Management.”
Dr. Qingxiong Y ang /H1118/H1118/H1118/H1118/H1118/H1118As our vice president, Dr. Y ang is at the forefront of our
R&D efforts. Dr. Y ang has over 20 years of experience
in electrical and computer engineering and autonomous
driving. Prior to joining our Group, our Company, Dr.
Y ang served as the chief executive officer of MoonX.AI
from 2018 to 2021. Prior to that, Dr. Y ang worked as
senior director of autonomous driving at DiDi from 2016
to 2017. Dr. Y ang was an assistant professor at the
Department of Computer Science of the City University
of Hong Kong from 2011 to 2016, where his research
focused on computer vision and graphics. Dr. Y ang
received his bachelor’s degree in electrical engineering
and information science from the University of Science
and Technology of China in 2004, and Ph.D. in electrical
and computer engineering from the University of Illinois
at Urbana-Champaign in the United States in 2010. See
“Directors and Senior Management — Senior
Management.”
BUSINESS
– 351 –


--- page 362 ---
We offer competitive remuneration packages and welfare benefits to retain our key
management and technical staff. We also invest in continuous education and training programs
to enhance the skills of our key personnel. In cases where a key management and technical staff
requests departure, we conduct conversation with them to gain insights into their reasons for
leaving and to gather valuable feedback for our improvement initiatives. The salient terms of
the agreements with key management and technical staff are set out below:
 Ownership of intellectual properties. We hold the entire right, title and interest,
including any intellectual property rights, to any inventions, improvements, and
other work products created, conceived, developed or reduced to practice by the
employees during their term of employment.
 No conflict. Employees shall not engage in any other employment or other business
activity related to the business in which we are now involved or become involved
during their term of employment, nor shall they engage in any other activities that
conflict with their obligations to us without our prior written consent.
 Non-competition. We have the right to unilaterally initiate a non-competition period
of two years following the termination of employment. During the term of
employment and the non-competition period initiated by us, employees shall not
engage in any competitive behavior specified in the agreements.
 Non-solicitation . During the term and for a period of one year following the
termination of employment, employees shall not solicit business from our customers
or partners, hire or engage our employees, or otherwise interfere with our business
relationships with vendors or suppliers.
 Confidentiality. During the term of employment, except in the proper performance
of their duties, and for all times thereafter, employees shall not, without our prior
express written approval, disclose, furnish, reproduce, make available, or utilize any
confidential information specified in the agreements.
To attract, incentivize and retain key personnel and employees of our Company and to
promote the success of our business, we adopted the 2018 Share Plan and have granted, and
may continue to grant, options and other types of awards under the 2018 Share Plan.
We believe the granting of share-based compensation is of significant importance to our
ability to attract and retain key personnel and employees, and we will continue to grant
share-based compensation to employees in the future. As a result, our expenses associated with
share-based compensation may increase, which may have an adverse effect on our results of
operations. In addition, the issuance of additional equity upon the exercise of options or other
types of awards would result in further dilution to our shareholders.
During the Track Record Period, there was no legal claim or proceeding that may have
an influence on the research and development of our Specialist Technology Products.
BUSINESS
– 352 –


--- page 363 ---
Key Research Projects
We are actively advancing multiple major research and development projects aimed at
significantly improving our technology stack to bolster our autonomous driving capabilities.
Infrastructure
We give top priority to enhancing our infrastructure which consistently supports the
upgrade of our autonomous driving solutions, including data loop, simulation, analysis, model
training, validation and deployment. Our R&D focus in this area involves enhancing the
simulation platform to broaden scenario diversity and enhance realism, as well as improving
the analytics platform for expedited data processing and model updates. Additionally, we plan
to implement advanced security measures to protect sensitive data, and conduct routine
assessments and updates to uphold system reliability and performance. To achieve this, we
intend to focus on recruiting, training, and retaining skilled R&D and data processing
personnel. Furthermore, we will invest in equipment and related services to enhance computing
power, storage servers, and other necessary operation and maintenance equipment.
Our In-house Data Labeling and Processing Platforms
To create a virtuous cycle and enhance efficient decision-making for our intelligent
driving technologies, we are focusing on advancing our in-house data labeling and processing
platforms to optimize the performance of our LLMs, VLMs, and natural language capabilities,
and further enhancing our data loop support system to streamline data management,
scheduling, collection, and utilization. We also plan to develop and upgrade our comprehensive
simulation training and validation platform by incorporating a broader range of scenarios to
enhance algorithm validation and analysis consistency. In pursuit of these goals, we will
continue to prioritize investments in data compliance, security management, and the training
and tuning of our algorithm models.
WeRide Go
We are dedicated to enhancing the software and algorithms of WeRide Go , our online taxi
platform. Our research and development focus will involve optimizing vehicle search
locations, improving dispatch and scheduling algorithms, enhancing passenger safety
verification, monitoring safety takeover features. To ensure a seamless robotaxi experience, we
plan to establish our intelligent customer service center and remote support platform. We
anticipate broadening our robotaxi operational services on WeRide Go and investing in vehicle
co-production to gain more real-world operational experience and data, which will further
contribute to our ongoing research and development efforts.
BUSINESS
– 353 –


--- page 364 ---
Outsourced Research and Development Arrangements
During the Track Record Period, we engaged certain renowned providers specializing in
raw materials supply, including ADLINK Technology Inc., TZTEK Technology Co., Ltd. and
Alinx Electronic Limited. All of these were Independent Third Parties and were primarily
engaged in material conversion and reformation for our products and solutions. Our research
and development expenses from these providers accounted for merely 0.2%, 0.1%, 0.3% and
0.4% of our total research and development expenses for the years ended December 31, 2022,
2023 and 2024, and the six months ended June 30, 2025, respectively.
The major terms of our standard outsourced agreements are set out below:
 Intellectual property. Generally, the resulting intellectual properties of the projects
belong to us, while each party retains ownership of its pre-existing intellectual
properties. The engaged party would typically undertake that it would not infringe
third parties’ intellectual properties for performance of its obligations under the
agreements, and would indemnify us for any losses suffered due to third parties’
demand for compensations.
 Roles and responsibilities. The engaged party is generally responsible for the
research and development and manufacturing of the product. We are generally
responsible for defining the product requirements, and under some agreements, for
performing part of the research and development work or for providing in-kind
support.
 Pricing and payment. The pricing of the outsourced research and development
services depends on the type of the specific research and development work. We
generally pay by milestones as defined in the agreements.
 Termination. The agreements may be terminated by either party if the other party
materially breaches the agreement, or by other means as set forth in the agreements.
BUSINESS
– 354 –


--- page 365 ---
Research and Development Process
The following flow chart illustrates the R&D process of our L4 autonomous driving
products and solutions:
Detailed Plan
Design and Review
Prototype Trial
Prototype EvaluationDesign
changes
Verification and Validation
Mass Production
Software Onboarding
Hardware-in-Loop Testing
Trial Testing
Design Development
Sale products Customer
/g57Public transportation company;
/g57Private enterprise;
/g57Logistics company;
/g57
/g57
/g57
Ride-hailing services Customer
Ride-hailing platform;
Shared mobility companies;
Passengers;
BUSINESS
– 355 –


--- page 366 ---
The following chart illustrates the R&D process of our ADAS:
System design
and evaluation
Design Development Change of
requirement
Design
changes
Verification and Validation
OTA
SoP
Customer
/g57Tier-1 supplier;
/g57OEM;
INTELLECTUAL PROPERTY
We have developed a number of proprietary systems and technologies, and we believe the
protection of our proprietary technologies and intellectual property is critical to our business.
We rely on a combination of intellectual property rights, such as patents, trademarks,
copyrights and trade secrets (including know-how), in addition to fair trade practice, internal
policies relating to confidentiality procedures, contractual provisions with our employees and
business partners, intellectual property licenses and other contractual rights to protect our
intellectual property and proprietary rights. Besides, we require our business partners to avoid
infringement of intellectual property rights of other third parties.
As of the Latest Practicable Date, we had 594 issued patents and 489 patent applications
in China, consisting of 403 invention patents, 99 utility patents and 92 design patents, and we
had 14 issued patents and 20 pending patent overseas. Our issued patents and patent
applications cover our algorithms, embedded software, and a broad range of system level and
component level aspects of autonomous technology, with only one utility patent not related to
our Specialist Technology Products. We intend to continue to file additional patent applications
with respect to our Specialist Technology Products. The intellectual properties for each of our
Specialist Technology Products are all self-developed by our R&D department. As of the Latest
Practicable Date, with respect to our Specialist Technology Products, we self-owned all of our
material patents and patent applications and had no co-own or co-share arrangements of our
material patents and patent applications with third parties.
BUSINESS
– 356 –


--- page 367 ---
In addition, we held 54 copyrights, 269 trademarks and 5 domain names registered with
relevant authorities in China as of the Latest Practicable Date. We renew our domain name
registrations prior to their expiration. Under normal circumstances, domain name registrations
take effect immediately after the payment of renewal fees. As of the Latest Practicable Date,
all of our registered domain names remained in effect. If any of our domain name registrations
cannot be renewed for any reason, we will be forced to find an alternative domain name, and
the traffic to our websites may be negatively affected.
Regarding the tenure of our intellectual properties: (i) for patents, according to the Patent
Law of the PRC, the validity period of an invention patent is 20 years from the filing date; and
(ii) for copyright, according to the Copyright Law of the PRC, except for the rights of
authorship, modification and the protection of the integrity of the work, which are not subject
to time limitations, the publication right of a legal entity’s software copyright is protected for
fifty years, ending on December 31 of the fiftieth year after the completion of the creation. The
protection period for other copyrights is fifty years, ending on December 31 of the fiftieth year
after the first publication.
Regarding the payment obligations in relation to our intellectual properties: (i) for issued
invention patents, we are mainly required to pay the annual patent fee to competent authorities.
We have kept track of the payment requirements for annual fees and made payment
accordingly. As of June 30, 2025, all the due annual fees for the material issued patents are paid
and the issued patents are valid according to our PRC Legal Advisor; and (ii) for pending
patents, we are mainly required to pay the application fee, the substantive examination fee and
the re-examination fee, depending on the examination progress, and we made the payment as
required by the competent authorities as of the Latest Practicable Date. As the intellectual
properties for each of our Specialist Technology Products are all self-developed, and have not
been licensed or transferred from third parties, so there are no corresponding license or transfer
fees that we are obligated to pay.
The term of an individual patent may vary based on the countries/regions in which it is
granted. In China and most other countries and regions in which we file patent applications,
the term of an issued patent for invention is generally 20 years from the filing date of the
earliest non-provisional patent application on which the patent is based in the applicable
country. The actual protection afforded by a patent varies on a claim-by-claim and
country-by-country basis and depends upon many factors, including the type of patent, the
scope of its coverage, the availability of any patent term extension or adjustment, the
availability of legal remedies in a particular country/region and the validity and enforceability
of the patent.
BUSINESS
– 357 –


--- page 368 ---
Our patent portfolio covers all key aspects of autonomous driving, as illustrated in the
table below, highlighting our strength to continuously innovate in all key technology areas to
stay ahead of our competitors.
Module Key Aspects
Number of
Issued
Patents (1)
Number of
Pending
Patents (1)
Localization and
Imaging /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Point clouds, antennas, yaw angle, etc. 35 42
Planning and
Control /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Trajectory prediction, lane decisions,
path planning, speed planning,
trajectory generation, vehicle
control, etc.
45 41
Perception /H1118/H1118/H1118/H1118/H1118/H1118/H1118Obstacles, traffic lights, lane line
recognition, point cloud
classification, semantic
segmentation, model training, etc.
93 60
Hardware /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sensor suite, LiDAR, cameras,
installation, calibration, cleaning,
etc.
211 106
Product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118V ehicle testing, remote assistance,
network, etc.
42 44
Analysis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118System evaluation, behavior analysis,
etc.
14 32
Data /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Machine learning, cloud platforms,
stream processing, data labeling,
etc.
104 21
Infrastructure /H1118/H1118/H1118/H1118/H1118Large-scale simulation, scenario
construction, interface visualization,
etc.
50 143
Note:
(1) As of the Latest Practicable Date
BUSINESS
– 358 –


--- page 369 ---
We have established a system for the management and protection of intellectual property
to cover the material aspects of each of our major Specialist Technology Products as of the
Latest Practicable Date. The table below sets forth the key intellectual property rights
corresponding to the core technologies that are universally applied in multiple or all of our
Specialist Technology Products:
No.
Patent Claim/
Core Technology Patent (Status)
Functions/
Application Scenario
1. /H1118/H1118A Method for Calculating
Takeover Probability and
Related Device
ZL2022103857622
(issued)
Providing a continuous,
standardized safety metric
used for assessing the
safety of the autonomous
driving, which can be
utilized for both simulation
result evaluation and safety
monitoring of real vehicles
2. /H1118/H1118Decentralized File Uploading
Method and Device, Storage
Medium, and Computer
Apparatus
ZL2022116254163
(issued)
Providing an efficient, robust,
distributed, and flexibly
defined prioritized
uploading method for
efficiently collecting
massive amounts of smart
driving data
3. /H1118/H1118Automatic V ehicle Offline
Method, Device, Equipment,
and Storage Medium
ZL2021110181200
(issued)
Mass production assistant for
vehicle offline
4. /H1118/H1118Remote Takeover Method,
Device, Equipment, and
Storage Medium for
Autonomous V ehicles
ZL2019104110713
(issued)
Remote driving system
5. /H1118/H1118Autonomous Driving Speed
Planning Method and
Related Equipment Relating
to Drivers’ Blind Spots
ZL2021114790886
(issued)
Defensive driving strategy for
blind spots
6. /H1118/H1118Method, Device, Equipment,
and Readable Storage
Medium for Predicting
Obstacle Avoidance
Reversing Trajectory
ZL2021114937950
(issued)
Reversing trajectory
prediction algorithm
BUSINESS
– 359 –


--- page 370 ---
No.
Patent Claim/
Core Technology Patent (Status)
Functions/
Application Scenario
7. /H1118/H1118V ehicle Motion Planning
Method, Device, Equipment,
and Medium
ZL2021115842905
(issued)
Generating trajectories that
are physically comfortable
in the horizontal and
vertical directions and that
can be followed correctly
by the vehicle
8. /H1118/H1118Narrow Road Meeting Method,
Device, Equipment, and
Storage Medium
ZL202211194239
(issued)
Dealing with narrow road
meeting scenarios for
autonomous vehicles
9. /H1118/H1118Method and Device for
Locating Obstacles in
Semantic Map, Computer
Apparatus, and Storage
Medium
US17412958
(issued)
Locating obstacles on a
semantic map
10. /H1118Point Cloud Map Construction
Method and Device,
Computer Apparatus, and
Storage Medium
ZL2018116428972
(issued)
Map generating system
11. /H1118Sensor-Based Pose
Optimization Method,
Device, Equipment, and
Storage Medium
CN2021112700029
(issued)
Positioning of autonomous
vehicles
12. /H1118Initialization Positioning
Method, Device, V ehicle,
and Storage Medium
CN202 1111663732
(issued)
Initialization of autonomous
vehicles
13. /H1118Point Cloud Annotation
Method, Device, Computer
Equipment, and Storage
Medium
CN2018115016975
(issued)
Point cloud annotation method
14. /H1118Automatic Annotation Method,
Device, Electronic
Equipment, Medium, and
Product for Time Sequence
Data
CN2022101990056
(issued)
Automatic annotation
BUSINESS
– 360 –


--- page 371 ---
No.
Patent Claim/
Core Technology Patent (Status)
Functions/
Application Scenario
15. /H1118Index-Based Data Retrieval
Method, Device, Server, and
Storage Medium
CN2020116451995
(issued)
Data retrieval
16. /H1118Obstacle Recognition Method
and Apparatus, Computer
Device, and Storage
Medium
US17601005
(issued)
lidetect
17. /H1118Target Object Detection and
Segmentation Method,
Device, Equipment, and
Storage Medium
CN2022105548322
(issued)
CamBEV
18. /H1118Traffic Light Identification
Method, Device, and
Electronic Equipment
CN2022101618792
(issued)
Traffic light model-based
decider
19. /H1118Time Synchronization Method,
Device, Terminal
Equipment, and Storage
Medium
ZL2019 111100701
(issued)
Sensor calibration
20. /H1118Remote Sensor Cleaning
Method, System, and
Storage Medium
ZL202111252051X
(issued)
Sensor auto-cleaning
We confirm that all of the above listed patents are significant for carrying out the key
functions of our Specialist Technology Products, and no other material patents are directly
applied in our Specialist Technology Products.
Our industry consultant, CIC, confirms and our Directors are of the view that based on
the information above, each of our products and solutions fall within an acceptable sector of
a Specialist Technology Industry, including Electric and Autonomous V ehicles under Advanced
Hardware and Software as defined under Chapter 18C of the Listing Rules.
BUSINESS
– 361 –


--- page 372 ---
While we take measures to protect our intellectual property, such efforts may be
insufficient or ineffective, and any of our intellectual property rights may be challenged, which
could result in them being narrowed in scope or declared invalid or unenforceable. Other
parties may also independently develop technologies that are substantially similar or superior
to ours. We have in the past initiated, and may in the future be involved in litigation to enforce
our intellectual property rights and to protect our trade secrets. Our efforts to enforce our
intellectual property rights have been, and may in the future be met with defenses,
counterclaims and countersuits attacking the validity and enforceability of our intellectual
property. “Risk Factors — Risks Related to Our Intellectual Property Rights — We may not be
able to adequately establish, maintain, protect and enforce our intellectual property and
proprietary rights or prevent others from unauthorized use of our technology and intellectual
property rights, which could harm our business and competitive position and also make us
subject to litigations brought by third parties.”
We also rely on proprietary information, such as trade secrets, know-how and confidential
information, to protect intellectual property that may not be patentable, or that we believe is
best protected by means that do not require public disclosure. We generally seek to protect this
proprietary information by entering into confidentiality agreements, or consulting, services or
employment agreements that contain non-disclosure and non-use provisions with our
employees, consultants, contractors, scientific advisors and third parties. However, we cannot
ensure that agreements are in place with each party who has had access to our confidential
information. Even if such agreements exist, they could be violated or ineffective in preventing
disclosure or misuse of our proprietary data, potentially lacking sufficient remedies for
unauthorized use. See “Risk Factors — Risks Related to Our Intellectual Property Rights —
In addition to patented technology, we rely on our unpatented proprietary technology, trade
secrets, processes and know-how.”
As confirmed by our Directors, during the Track Record Period and up to the Latest
Practicable Date, we did not have any instances of infringement of third parties’ intellectual
property rights. Based on the independent due diligence conducted by the Joint Sponsors,
nothing has come to the attention of the Joint Sponsors that would reasonably cause the Joint
Sponsors to disagree with the Company’s view above. See “Risk Factors — Risks Related to
Our Intellectual Property Rights — We may be subject to intellectual property infringement
claims, which may be expensive to defend and may disrupt our business and operations” for
risks relating to assertions of intellectual property rights infringement.
For details of our material intellectual property rights, see “Statutory and General
Information — B. Further Information about Our Business — 2. Intellectual Property Rights”
in Appendix IV to this prospectus.
BUSINESS
– 362 –


--- page 373 ---
LICENSES, PERMITS AND APPROV ALS
Industry Recognized Certifications
Our products and research and development procedures passed various industry
recognized certifications and tests for safety and reliability. The table below sets out the main
standards, certifications and requirements that we were compliant with as of the Latest
Practicable Date:
Standards, certifications
and requirements
Definition of the standards,
certifications and requirements
Our compliance with the
standards, certifications and
requirements
ISO 9001:2015 /H1118/H1118/H1118/H1118/H1118/H1118/H1118An internationally accepted
standard for quality
management systems
published by the ISO,
encompassing the
formulation of quality
policies, objectives and
processes such as quality
planning, quality control,
quality assurance and
quality improvement.
We are ISO 9001:2015
certified, with our
certificate valid until June
22, 2025. We operate in
accordance with the
quality system
requirements and are
committed to continual
improvement.
ISO 26262:2018 /H1118/H1118/H1118/H1118/H1118/H1118An international standard
for the functional safety
of road vehicles, focusing
on electrical and
electronic systems. It
aims to enhance safety by
addressing potential
hazards from system
malfunctions. The
standard uses the
Automotive Safety
Integrity Level (ASIL) for
risk classification, divided
into four levels: A, B, C
and D, with ASIL D
representing the highest
level of stringency.
We obtained ISO
26262:2018 (ASIL-D)
certification for our
functional safety
development process,
with our certificate valid
until April 28, 2028.
BUSINESS
– 363 –


--- page 374 ---
Standards, certifications
and requirements
Definition of the standards,
certifications and requirements
Our compliance with the
standards, certifications and
requirements
ISO 21434:2021 /H1118/H1118/H1118/H1118/H1118/H1118An international standard
specifying engineering
requirements for
cybersecurity risk
management regarding
concept, product
development, production,
operation, maintenance
and decommissioning of
electrical and electronic
systems in road vehicles,
including their
components and
interfaces.
We are ISO 21434:2021
certified, with our
certificate valid until
April 1, 2026. We operate
in accordance with the
system requirements and
strive for further
enhancement.
ISO 27001:2022 /H1118/H1118/H1118/H1118/H1118/H1118An internationally accepted
standard providing
guidance for establishing,
implementing,
maintaining and
continually improving an
information security
management.
We are ISO 27001:2022
certified, with our
certificate valid until
December 17, 2027. We
operate in accordance
with the system
requirements and strive
for further enhancement.
ASPICE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Automotive software
process improvement and
capability determination,
an industry-standard
guideline for evaluating
software development
processes.
Certain of our R&D project
achieved Level 2 in an
ASPICE assessment.
BUSINESS
– 364 –


--- page 375 ---
Standards, certifications
and requirements
Definition of the standards,
certifications and requirements
Our compliance with the
standards, certifications and
requirements
ISO 14001:2015 /H1118/H1118/H1118/H1118/H1118/H1118An internationally
recognized standard for
environmental
management systems
(EMS). It provides a
framework for
organizations to design
and implement an EMS,
encompassing various
aspects, from resource
usage and waste
management to
monitoring environmental
performance and
involving stakeholders in
environmental
commitments.
We are ISO 14001:2015
certified, with our
certificate valid until June
22, 2025. We operate in
accordance with the
system requirements and
strive for further
enhancement.
Licenses Applicable to Our L4 Business
We classify our L4 business activities based on revenue generation: (i) R&D on L4
technologies (including road testing), which does not generate revenue, and (ii) commercial
activities that generate revenue. Our classification is made regardless of the underlying
licensing classification because we may generate revenue under different types of autonomous
driving licenses, or even without obtaining an autonomous driving license, depending on the
regulatory landscape and whether a collaborator is involved.
Regulatory permits applicable to our L4 business generally fall into two categories: (i)
licenses for L4 vehicles testing/commercial activities, and (ii) general business licenses not
specific to autonomous driving. Typically, the responsibility for obtaining the required licenses
lies with the entity operating the L4 vehicles. Accordingly, we are not required to hold licenses
for L4 vehicle fleets operated by third parties (including our operating partners). Whether such
parties are duly licensed depends on the applicable laws and regulations in the respective
jurisdictions, which are beyond our control.
BUSINESS
– 365 –


--- page 376 ---
Licenses for Overseas L4 V ehicles Testing
As of the date of this prospectus, we are not required to obtain any regulatory approval
for selling L4 autonomous driving vehicles or providing autonomous driving related
operational and technical support services for L4 autonomous driving vehicles sold by us
overseas. For commercial activities overseas, we cooperate with our local operating partners
in the jurisdictions who will be responsible for securing the requisite licenses and permits. As
of the date of this prospectus, we are not required to hold licenses and permits related to
commercial activities overseas ourselves.
The table below sets out a list of licenses that are material for our overseas testing.
No.
License name
(License No.) Vehicle type Nature of the license
Scope/
requirement Grant date
Licensee
name
Expiry
date Jurisdiction
1 /H1118/H1118M1 (V ehicle No.:
RD3228G)
Robobus The first-level public
road testing of
autonomous
vehicles
A closed-circuit test
covers multiple
dimensions, including
basic autonomous
driving functions,
dynamic and static
obstacle recognition
and avoidance, and
overall vehicle safety
performance
December 06,
2023
WeRide
(Singapore)
Pte. Ltd.
/ Singapore
2 /H1118/H1118T1 (ID No: WR01) Robobus Prerequisite license
for applying for the
exemption for use
on the public paths
T1 license focuses on
public path testing,
emphasizing technical
reliability and precise
response capabilities
in complex
environments. Test
components include,
among others, path
keeping and turning,
interaction with other
path users
October 24,
2023
WeRide
(Singapore)
Pte. Ltd.
/ Singapore
3 /H1118/H1118Minimal Viable
License
(RL2023002)
Robosweeper
and other
types of
autonomous
vehicles
National-level license
to conduct testing
for all types of
autonomous
vehicles in the UAE
Completion of public
testing and operations
on certain roads in
the UAE over a
period of time
August 1,
2023
WeRide
Middle East
General
Trading Ltd
August 1,
2024
(1)
the UAE
BUSINESS
– 366 –


--- page 377 ---
No.
License name
(License No.) Vehicle type Nature of the license
Scope/
requirement Grant date
Licensee
name
Expiry
date Jurisdiction
4 /H1118/H1118Autonomous V ehicles
Testing Program
Test V ehicle Permits
Robotaxi A test for autonomous
vehicles on public
roads under
controlled
conditions
Test vehicles are
required to have
safety features such
as mechanisms for
engaging/disengaging
autonomous mode,
certain data capture
capability and meet
the applicable federal
motor vehicle safety
standards
May 21, 2024 Weride Corp. June 30,
2026
U.S.
Note:
(1) The relevant authority has confirmed that we are permitted to keep conducting testing during the processing
of our renewal application.
Licenses for L4 V ehicles Testing and Commercial Activities in China
As of the date of this prospectus, as advised by our PRC Legal Advisor, we are not
required to obtain any licenses or permits for the sale of L4 autonomous driving vehicles or
providing related operational and technical support services for such vehicles sold by us under
the PRC laws and regulations. As of the Latest Practicable Date, as advised by our PRC Legal
Advisor, we had obtained all road testing-related permits required under applicable local
regulations in all regions of PRC where we are currently conducting road testing activities, and
there is no material legal impediment to renewing the expired or soon-to-expire licenses or
permits in the PRC, provided that we continue to comply with all the related requirements
under the applicable PRC laws.
BUSINESS
– 367 –


--- page 378 ---
According to the Circular on the Norms on Administration of Road Testing and
Demonstrative Application of Autonomous Driving V ehicles (Trial Implementation) ( ౽ঐၣᑌ
ӛԓ༸༩಻༊ၾͪᇍᏐ͜၍ଣ஝ᇍ(༊Б)) promulgated on July 27, 2021, or the Road Testing
and Demonstrative Application Circular, which replaced the previous Circular on the Norms on
Administration of Road Testing of Autonomous Driving V ehicles (Trial Implementation) ( ౽ঐ
ၣᑌӛԓ༸༩಻༊၍ଣ஝ᇍ(༊Б)) promulgated on April 3, 2018, as well as various local
regulations, entities conducting road testing shall obtain either a Road Testing Notice for
Intelligent Connected V ehicles (ࣣٝor submit a Self-Declaration of
Safety for Road Testing (׼confirmed by the competent authority. Collectively,
we refer to these as the “road testing permits” ( ༩಻஢̙). Currently, at the national level in
China, regulations primarily address road testing and demonstration applications ( ͪᇍᏐ͜)o f
intelligent and connected vehicles, without specific provisions addressing the
commercialization stage. However, some local governments have issued regulations that
encompass commercialization or demonstration operations ( ͪᇍ༶ᐄ), or road application
pilots/commercial operations ( ༸༩Ꮠ͜༊ᓃ/ਠุ༶ᐄ). The specific stages or names may vary
across regions, but generally, they represent phases that go beyond road testing and
demonstration applications, moving toward commercialization. For instance, Beijing has
introduced the Administrative Measures for Beijing’s Pilot Zone for Intelligent and Connected
V ehicle Policy (Trial) (ج(༊Б)), which permits road
testing, demonstration applications, and commercial pilot ( ਠุʷ༊ᓃ) in specific areas of
Beijing.
Taking Beijing as an example, vehicle testing is mainly assessed from aspects such as
accumulated testing mileage, the proportion of autonomous driving mileage, disengagement
rate, accident rate, and traffic violations. Our test results typically far exceed the testing
standards. Before commercial operation, our vehicles have accumulated mileage of generally
over 150,000 kilometers, with a disengagement rate lower than 0.5 times per 10,000 kilometers
and an accident rate lower than 0.5 times.
The table below sets out a list of all permits we have obtained for our commercial
operations in the PRC as of the date of this prospectus.
No. Region
Vehicle
Type Licensee name Notice (No.) Scope of Permit Grant Date
Validity
Period
1 /H1118/H1118Beijing Robotaxi Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2024 No. 0062)
Road testing,
demonstration
application,
commercial
pilot
2024.10.28 2024.10.28-
2026.04.27
2 /H1118/H1118Beijing Robotaxi Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2025 No. 0009)
Commercial
operation
(1)
2025.02.21 2025.02.21-
2026.06.22
BUSINESS
– 368 –


--- page 379 ---
No. Region
Vehicle
Type Licensee name Notice (No.) Scope of Permit Grant Date
Validity
Period
3 /H1118/H1118Beijing Robotaxi Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2025 No. 0026)
Commercial pilot 2025.03.28 2025.03.28-
2026.09.27
4 /H1118/H1118Beijing Robotaxi Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2025 No. 0031)
Commercial pilot 2025.03.28 2025.03.28-
2026.04.27
5 /H1118/H1118Beijing Robobus Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2025 No. 0032)
Commercial pilot 2025.03.28 2025.03.28-
2026.04.10
6 /H1118/H1118Beijing Robobus Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2025 No. 0034)
Commercial pilot 2025.09.26 2025.09.07-
2027.03.06
Note:
(1) The terms “commercial operation” and “commercial pilot” are specific designations used in the permits issued
by Beijing authorities and the difference is understood to reflect a variation in terminology rather than in
substantive regulatory requirements of testing nature or contents. According to the feedback from competent
authorities in Beijing, in the road testing notices issued thereafter, the term “commercial operation” will be
unified as “commercial pilot.”
The table below sets out a list of material permits by vehicle type that we have obtained
for testing in the PRC as of the date of this prospectus. We may generate revenue under the
testing license; for example, we collaborated with ZTO to test logistics services using our own
fleet of robovans and generated revenue from such testing in 2023 and 2024.
Robotaxi
No. Region Testing Entity
Testing Notice/
Demonstration Application
Qualification Notice (No.) Nature of Testing Grant Date Validity Period
1 /H1118/H1118Guangzhou Wenyuan Guangzhou Guangzhou Intelligent
Connected V ehicle Road
Testing Notice ( ᄿψ̹౽
ٝ
ࣣ2024 No. 109)
Road testing
(1),
passenger carrying
testing, remote
testing
2024.12.13 2024.12.13-
2025.12.12
2 /H1118/H1118Guangzhou Wenyuan Guangzhou Guangzhou Intelligent
Connected V ehicle Road
Testing Notice (2024 No.
107)
Road testing 2024.10.28 2024.10.28-
2025.10.27
BUSINESS
– 369 –


--- page 380 ---
No. Region Testing Entity
Testing Notice/
Demonstration Application
Qualification Notice (No.) Nature of Testing Grant Date Validity Period
3 /H1118/H1118Guangzhou Wenyuan Guangzhou,
Wenyuan Y uexing,
Guangzhou Jingqi,
and Baiyun Taxi
Guangzhou Huangpu
Intelligent Connected
V ehicle Application
Demonstration Operation
Qualification Notice ( ᄿψ
ਜ౽ঐၣᑌӛԓᏐ
ࣣٝ)
2025 No. 1)
Demonstration
operation
(2)
2025.04.18 2025.04 –
2028.04
4 /H1118/H1118Nanjing Wenyuan Suxing Intelligent Connected
V ehicle Road Testing
Notice (2024 No. 5)
Road testing 2024.11.12 2024.11.12-
2026.05.01
Robobus
No. Region Testing Entity
Testing Notice/
Demonstration Application
Qualification Notice (No.) Nature of Testing Grant Date Validity Period
1 /H1118/H1118Guangzhou Wenyuan Guangzhou,
Guangzhou Bus
Group Co., Ltd.
(ࠢ
ʮ̡), Guangzhou
Nansha Bus Co.,
Ltd. ( ᄿψˋɻණྠ
ʮ̡)
Guangzhou Intelligent
Connected V ehicle Road
Testing Notice (2024 No.
110)
Road testing,
passenger carrying
testing
2024.12.13 2024.12.13-
2025.12.12
2 /H1118/H1118Guangzhou Wenyuan Guangzhou,
Guangzhou Bus
Group Co., Ltd.,
Guangzhou Bus
Group Nansha Bus
Co., Ltd.,
Guangzhou Jingqi
Notice of Qualification for
Intelligent Connected
V ehicle Demonstration
Application in Nansha
District (Ӎਜ౽ঐၣᑌ
ࣣٝ)
Demonstration
Application
2025.01.27 2025.01.27-
2026.10.01
3 /H1118/H1118Beijing Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice ( ౽ঐၣᑌӛԓ༸༩
ࣣٝ2024 No.
0053)
Demonstration
application
2024.08.21 2024.08.21-
2026.02.20
4 /H1118/H1118Beijing Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2024 No. 0060)
Demonstration
application
2024.10.11 2024.10.11-
2026.04.10
5 /H1118/H1118Beijing Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2024 No. 0063)
Road testing,
demonstration
application
2024.10.28 2024.10.28-
2026.04.27
BUSINESS
– 370 –


--- page 381 ---
No. Region Testing Entity
Testing Notice/
Demonstration Application
Qualification Notice (No.) Nature of Testing Grant Date Validity Period
6 /H1118/H1118Dalian Wenyuan Guangzhou,
Dalian HaiChuang
Asset Operation
Management Co.,
Ltd. ( ɽஹऎ௴༟ପ
ʮ̡)
Intelligent Connected
V ehicle Demonstration
Application Safety Self-
Declaration ( ౽ঐၣᑌӛ
ІҢᑊ
׼)
Demonstration
application
2024.06.05 2024.06.05-
2025.12.25
7 /H1118/H1118Songyang,
Lishui
Wenyuan Wuxi,
Songyang County
Urban and Rural
Public Transport
Passenger
Transport Co., Ltd.
(ඊʮ΍ʹ
ʮ̡)
2024 Intelligent Connected
V ehicle Demonstration
Application Notice (2024
౽ঐၣᑌԓሿͪᇍᏐ͜ஷ
ࣣٝ)
Demonstration
application
2024.12.23 2024.12.23-
2026.06.23
8 /H1118/H1118Dongguan Wenyuan Guangzhou Intelligent Connected
V ehicle Road Testing and
Demonstration Application
Safety Self-Declaration
Road testing 2024.09.25 2024.09.20-
2025.10.31
9 /H1118/H1118Nanjing Wenyuan Suxing Intelligent Connected
V ehicle Road Testing
Notice (2024 No. 5)
Road testing 2024.11.12 2024.11.12-
2026.05.01
10 /H1118/H1118Hengqin Wenyuan Guangzhou Intelligent Connected
V ehicle Demonstration
Application Safety Self-
Declaration ( ౽ঐၣᑌӛ
ІҢᑊ
׼2025 No. 006)
Demonstration
application
2025.05.11 2025.05.15-
2025.11.11
11 /H1118/H1118Hengqin Wenyuan Guangzhou Intelligent Connected
V ehicle Demonstration
Application Safety Self-
Declaration ( ౽ঐၣᑌӛ
ІҢᑊ
׼2025 No. 007)
Demonstration
application
2025.05.11 2025.05.15-
2025.11.11
BUSINESS
– 371 –


--- page 382 ---
Robosweeper
No. Region Testing Entity
Testing Notice/
Demonstration Application
Qualification Notice (No.) Nature of Testing Grant Date Validity Period
1 /H1118/H1118Beijing Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2025 No. 0007)
Road testing 2025.02.21 2025.02.21-
2026.08.20
2 /H1118/H1118Beijing Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2024 No. 0068)
Road testing 2024.12.11 2024.12.11-
2026.06.10
3 /H1118/H1118Beijing Wenyuan Jingxing Intelligent Connected
V ehicle Road Testing
Notice (2024 No. 0038)
Road testing 2025.10.09 2025.09.29-
2027.03.28
4 /H1118/H1118Dalian Wenyuan Guangzhou,
Dalian HaiChuang
Asset Operation
Management Co.,
Ltd.
Intelligent Connected
V ehicle Demonstration
Application Safety Self-
Declaration ( ౽ঐၣᑌӛ
ІҢᑊ
׼)
Road testing 2024.11.01 2024.11.01-
2026.04.30
5 /H1118/H1118Dongguan Dongguan Wenyuan
Zhixing Intelligent
Technology Co.,
Ltd. (Б
ʮ̡)
Intelligent Connected
V ehicle Road Testing
Safety Self-Declaration
Road testing 2024.05.09 2024.06.01-
2025.11.30
Robovan
No. Region Testing Entity
Testing Notice/
Demonstration Application
Qualification Notice (No.) Nature of Testing Grant Date Validity Period
1 /H1118/H1118Guangzhou Guangzhou Wenyuan,
Guangzhou
Wenyuan Zhixing
Intelligent
Technology Co.,
Ltd. (Б
ʮ̡)
Nansha Unmanned Driving
Equipment Road Test
Access Qualification
Notice (Ӎਜೌɛቷትༀ
ٝ
ࣣ)
Road testing,
innovation
application
2025.06.09 2025.06.03-
2026.12.02
2 /H1118/H1118Changsha Wenyuan Guangzhou Functional Autonomous
V ehicle Pilot Program
Safety Self-Declaration
(׌
׼)
Road testing,
demonstration
application
2025.04.17 2025.04.17-
2026.04.17
BUSINESS
– 372 –


--- page 383 ---
No. Region Testing Entity
Testing Notice/
Demonstration Application
Qualification Notice (No.) Nature of Testing Grant Date Validity Period
3 /H1118/H1118Guangzhou Wenyuan Guangzhou Notice Regarding the
Issuance of Road Test
Plates for Unmanned
Driving Equipment in
Guangzhou Huangpu ( ᗫ
ਜೌɛ
ቷትༀ௪༸༩಻༊ᅺႦ೐
ٝ2025 No. 2)
Road testing 2025.06.23 /
Notes:
(1) According to the Road Testing and Demonstrative Application Circular, entities applying for road testing
should meet across eight aspects: the nature of the organization, scope of business, capability to compensate
for accidents, testing and evaluation capabilities, remote monitoring capabilities, incident recording and
analysis capabilities, cybersecurity assurance capabilities, and compliance with laws and regulations.
(2) According to the Road Testing and Demonstrative Application Circular, entities applying for demonstration
application should fulfill across nine aspects: the nature of the organization, scope of business, independent
operational capabilities and responsibility allocation, capability to compensate for accidents, demonstration
application plans, remote monitoring capabilities, incident recording and analysis capabilities, cybersecurity
assurance capabilities, and compliance with laws and regulations.
Business Licenses
When we first commenced commercial operations of our robotaxi services in Guangzhou
in 2019, there was no comprehensive regulatory framework in Guangzhou governing
autonomous driving. As such, we collaborated with a third-party partner that possessed
traditional taxi operating licenses, with autonomous driving systems retrofitted onto the
vehicles. According to the currently effective Interim Measures for the Administration of
Online Ride-Hailing Operations and Services (ج,)
online ride-hailing business refers to activities that rely on internet technology to establish
service platforms, integrate supply and demand information, and use qualified vehicles and
drivers to provide non-cruising, reservation-based taxi services. Given that: (1) robotaxi
services differ from traditional online ride-hailing operations due to the unique characteristics
of the autonomous driving industry, i.e., such services do not require human drivers and are
provided exclusively through autonomous vehicles; (2) the regulations related to autonomous
driving are still evolving and are generally pilot in nature, with no comprehensive regulatory
framework clearly defining all licensing requirements for autonomous driving-related
operations; and (3) the relevant authority believes that providing robotaxi services does not
require an online ride-hailing license, we, as advised by our PRC legal advisor, believe that we
are not engaged in online ride-hailing operation services as defined under the Interim Measures
for the Administration of Online Ride-Hailing Operations and Services, and the Interim
Measures for the Administration of Online Ride-Hailing Operations and Services do not
explicitly require autonomous driving service providers, such as our Company, to obtain an
BUSINESS
– 373 –


--- page 384 ---
Online Ride-Hailing Business Permit. While it is not strictly required for our business
operation under the PRC laws, Guangzhou Jingqi, our subsidiary, proactively obtained an
Online Ride-Hailing Business Permit on February 9, 2021 to mitigate potential regulatory risks
associated with our operations.
During the Track Record Period and up to the Latest Practicable Date, as advised by our
PRC Legal Advisor, except for the surveying and mapping certificate, which can be fulfilled
through collaboration with licensed third parties, we had obtained all licenses, permits,
approvals and certificates necessary to conduct our operations in all material respects from the
PRC, and such licenses, permits, approvals and certificates remained in full effect. We have not
been penalized, nor have we encountered any administrative orders or investigations, during
the Track Record Period and up to the Latest Practicable Date. For related risks, see “Risk
Factors — Risks Related to Our General Operations — Any lack of requisite approvals,
licenses or permits applicable to our business operation may have a material and adverse
impact on our business and results of operations.”
EMPLOYEES
As of June 30, 2025, we had 3,588 full-time employees and approximately 130 temporary
employees (interns) globally, among whom 3,431 employees were based in China, including in
Guangzhou, Shanghai, Beijing and 157 employees outside China.
The following table sets forth the number of our employees as of June 30, 2025.
Function
Number of
Employees % of Total
Research and development engineers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118797 22.2%
R&D data processing staff /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,565 71.5%
Sales and marketing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872 2.0%
Operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864 1.8%
General management and administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890 2.5%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,588 100.0%
Recruitment and Training
We mainly recruit our employees through on-campus job fairs, employee referrals,
industry referrals and online channels including our corporate website and social networking
platforms. We undertake a strict interview process for recruitment purposes. We enter into
standard employment agreements, as well as confidentiality and non-compete agreements with
our employees in accordance with market practice. We have adopted a training protocol in
mainland China, pursuant to which we provide pre-employment and ongoing management and
technical training to our employees.
BUSINESS
– 374 –


--- page 385 ---
During the Track Record Period and up to the Latest Practicable Date, we did not
experience any difficulties in the recruitment or retention of experienced staff or skilled
personnel.
Remuneration and Benefits
Our success depends on our ability to attract, motivate, train and retain qualified
employees. We offer our employees competitive compensation packages, performance-based
cash bonuses and other incentives. Bonus payments are generally discretionary and based in
part on employee performance and on the overall performance of our business. Our employees
have set up a labor union in China according to the applicable PRC laws and regulations.
As required by regulations in mainland China, we participate in various employee social
security plans that are organized by municipal and provincial governments for our PRC-based
employees, including pension insurance, unemployment insurance, maternity insurance,
work-related injury insurance, medical insurance, and housing provident fund. We are required
under PRC law to make contributions to employee benefit plans occasionally for our
PRC-based employees at specified percentages of their salaries, bonuses and certain
allowances of such employees, up to a maximum amount specified by local governments in
mainland China from time to time. In order to efficiently administer the contribution of
employment benefit plans of our employees in some cities, during the Track Record Period, we
engaged third-party agents to make the contribution for our employees. We have fully paid
social insurance premium and housing provident funds for these employees through third-party
human resource agencies to the relevant local authorities.
In addition, during the Track Record Period, for some of our employees, we did not pay
social insurance and housing provident funds in full. If the relevant competent government
authority is of the view that we have underpaid social insurance and housing provident fund
for our employees or the third-party agency arrangement does not satisfy the requirements
under the relevant PRC laws and regulations, we may be required to pay the shortage of our
contributions or subject to fines or other legal sanctions. Employers who fail to promptly
contribute social insurance premiums in full amount shall be ordered by the social insurance
premium collection agency to make or supplement contributions within a stipulated period, and
shall be subject to a penalty for late payment from the due date at the rate of 0.05% per day;
where payment is not made within the stipulated period, the relevant administrative authorities
shall impose a fine ranging from one to three times of the amount in arrears. And if the
employer fails to pay the housing fund within the prescribed time, it may be ordered to pay
within a certain period of time, and if it still fails to pay, compulsory enforcement by the court
can be applied. In light of the following: (i) based on the credit report issued by the relevant
authorities, during the Track Record Period, we have not been subject to any administrative
penalties or court enforcement actions in relation to social insurance or housing provident fund
matters; (ii) according to the Urgent Notice of the General Office of the Ministry of Human
Resources and Social Security on Implementing the Spirit of the Executive Meeting of the
State Council in Stabilizing the Collection of Social Insurance Premiums (ღ
ٝall the
BUSINESS
– 375 –


--- page 386 ---
local authorities responsible for the collection of social insurance are strictly forbidden from
retroactively collecting historical unpaid social insurance contributions from enterprises; (iii)
based on anonymous telephone consultations with the social insurance authorities in certain
jurisdictions where the Group’s domestic subsidiaries operate, these authorities typically do
not proactively conduct audits or require supplementary payments unless prompted by
employee complaints; (iv) based on our confirmation, our Group did not receive any notices
from the relevant authorities regarding objections or complaints raised by employees
concerning the contribution of social insurance or housing provident funds; and (v) we
committed that, in the event that the competent authorities require us to rectify any
non-compliance, we will actively fulfill the relevant obligations, the PRC Legal Advisor is of
the view that, provided there are no significant changes to current policies, regulations, and
enforcement or supervisory practices, and in the absence of collective employee complaints or
litigation or arbitrations, the risk of our Group being penalized or required to make up
payments by the relevant competent authorities during the Track Record Period is remote. We
estimate that the shortfall in social insurance and housing provident fund contributions was
approximately nil, nil, RMB4.4 million and RMB5.2 million (US$0.7 million) for 2022, 2023,
2024 and the six months ended June 30, 2025, respectively. Accordingly, we made a provision
of RMB4.4 million for the outstanding social insurance and housing provident fund
contributions in 2024. In the event where we are ordered by the relevant government
authorities to rectify and pay the outstanding social insurance and housing provident funds
within a prescribed time, we will rectify and make up such shortfall within the prescribed time.
Besides, we have historically outsourced test driving operations to a third-party service
provider, with whom the test drivers maintain employment relationships. The Road Testing and
Demonstrative Application Norm and several local regulations require that entities conducting
road testing and demonstration applications shall execute employment contracts or labor
service agreements with test drivers. As these regulations do not explicitly stipulate penalties,
failing to sign such contracts per se would not give rise to any financial penalties to our Group
but may affect the approval of corresponding road testing permits applications. Additionally,
we do not expect failing to sign such contracts will have any material adverse impacts on our
financial prospects. Since we apply for road testing permits based on actual projects in
different cities, not all drivers are engaged simultaneously. As of June 30, 2025, we had 810
test drivers employed by third parties, and all drivers involved in our road testing applications
have signed employment contracts or labor service agreements with us.
Diversity
We believe that diversity, including but not limited to gender diversity, is important to us
in thriving in the business environment. We foster inclusion and equality among employees
from all backgrounds, regardless of age, gender, disability, and citizenship status, among
others. As of June 30, 2025, approximately 42.7% of our employees are female.
BUSINESS
– 376 –


--- page 387 ---
Relationship with Our Employees
We believe that we have a good working relationship with our employees and provide an
environment that encourages innovation and creativity. As a result, we have generally been
successful in attracting and retaining qualified employees and have not experienced any
significant labor disputes and labor strike up to the Latest Practicable Date.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We are committed to corporate social responsibility and we aim to create a positive social,
environmental and economic impact. We have implemented initiatives on Sustainability and
Corporate Social Responsibility, or CSR, and Environmental, Social and Governance, or ESG,
making social and environmental impact a core factor in many of our business decisions. We
are committed to collaborating closely with industry stakeholders and domestic and
international organizations to support broader industry-wide CSR and ESG practices, to
explore multi-dimensional use cases for our technology, to empower traditional industries with
our capabilities and to promote the long-term sustainability of our society.
Governance
To effectively manage ESG issues, we plan to establish a three-tier ESG governance
structure, comprising the Board, the ESG Committee, and the relevant executive departments,
with their responsibilities include assessing and identifying ESG-related risks and
opportunities, ensuring the effective implementation of ESG risk management and internal
control systems, and establishing our ESG management approach, strategy, priorities and
objectives.
Through our internal governance and the implementation of environmental and
occupational health and safety measures, we strive to foster a healthy and safe working
environment for all employees. During the Track Record Period and up to the Latest
Practicable Date, we had no material workplace injuries and we had not been subject to any
fines or other penalties due to non-compliance with health, safety or environmental regulations.
Our Board identifies, evaluates, and manages the impact of material ESG risks. Our Board
regularly reviews the overall ESG performance of our company, conducting thorough
assessments to ensure adherence to sustainable practices. In collaboration with management,
our Board benchmarks our ESG performance against industry leaders and peers of similar size,
fostering continuous improvement.
Our Board and management also closely monitor cross-division collaboration within our
Company to ensure operations align with our ESG vision, strategies, and initiatives. To foster
transparency and facilitate communication, we have developed channels to exchange ESG-
related information across departments. Our Board receives regular updates on our Company’s
ESG performance, vision, and strategies through various communication methods, including
BUSINESS
– 377 –


--- page 388 ---
Board meetings and special reports. Additionally, the Board actively monitors the
implementation of ESG plans and tracks tracking budgets, expenditures and progress on key
ESG initiatives to ensure effective execution.
Social Responsibility
We are committed to building a more sustainable future and bringing positive changes to
communities. WeRide’s autonomous driving technologies enable a more efficient
transportation network with higher vehicle utilization and less congestion and alleviate any
shortage of human drivers. More importantly, we believe our autonomous technology products
and services deliver a safer transportation experience both for the passengers and the
surrounding environment. It does so by significantly reducing the risk of accidents, particularly
for those associated with human errors which contribute to 90% of traffic accidents, according
to CIC. Autonomous driving vehicles also render transportation more accessible to certain
individuals, particularly people with mobility difficulties. We maintained a track record of no
regulatory discipline for autonomous driving system failure as of the Latest Practicable Date
after five years of commercial operations on open roads. Our commitment to safety is
unmatched and deeply embedded in our technological leadership.
Furthermore, our trusted vehicles delivered hope in times of need. As a recent testament
to our commitment to CSR and the social benefits that our autonomous driving technologies
are capable of bringing, we joined the fight against the spread of the coronavirus and rolled out
our L4 autonomous driving fleet to help quarantined communities. V arious districts in
Guangzhou were put under emergent lockdown in May 2021. Medical supplies and necessities
were direly needed but delivery made through conventional manned-transportations was not
possible due to risks of human — human infection. We urgently set up collection sites for
materials to be delivered and dispatched our robotaxis and robobuses to fulfill the task. In the
course of 20 days, our L4 autonomous driving vehicles completed over 500 consignments and
delivered more than 20,000 pieces of items, including over 100 tons of food, medicine, infant
formula, study materials, etc., in the hands of quarantined households.
Our autonomous driving technologies help tackle the global shortage of certain job
positions. For example, our robobuses can address the pressing shortage of bus drivers, a
significant challenge for public transportation worldwide, as evidenced by a 7% unfilled
position rate for bus and coach drivers in Europe in 2021. Equipped to operate safely and
driverless for extended hours, robobuses will enhance public transit options for city dwellers
facing an aging workforce in this sector. Similarly, street sanitation is labor-intensive and poses
health and safety risks, as workers often face long hours in dangerous environments, including
busy roadways. With a shortage of street sanitation workers becoming increasingly urgent, our
robosweepers offer a solution by operating autonomously and safely in various conditions,
reducing the burden on human labor and enhancing overall sanitation efficiency.
BUSINESS
– 378 –


--- page 389 ---
Beyond addressing these labor challenges, we believe our autonomous driving
technologies offer opportunities for creating high-tech positions such as engineers, data
scientists, AI specialists and testers, as well as experts in regulatory affairs. As autonomous
vehicles become widespread in the future, emerging service models such as shared mobility
and smart cities will generate new roles in urban planning and fleet management, fostering new
industries and service sectors focused on improving accessibility, sustainability, and
convenience in urban environments. Moreover, with approximately 43.2 million traffic
accidents occurring per year globally and over 90% attributable to human error, our
technologies help reduce accidents caused by distractions, fatigue, miscalculation or other
human errors by reacting to various driving situations with high precision.
While the rise of autonomous driving technologies may reduce certain repetitive and
hazardous jobs, it effectively addresses critical labor shortages, creates new job opportunities
and offers a chance to enhance labor market efficiency and public safety, as well as transform
urban living through smarter, more sustainable transportation solutions.
Employee Care and Occupational Development
We strictly abide by labor laws and regulations of all jurisdictions where we operate. To
ensure adherence to workplace standards, we have implemented internal policies such as the
employee manual and an anti-sexual harassment policy.
We are committed to an open recruitment process based on equal competition and
merit-based selection, which ensures a reasonable and systematic employment mechanism in
the utilization, training, and development of talent. In strict compliance with the principle of
diversity, inclusiveness, and non-discrimination in recruitment, we provide employees with
equal employment opportunities and conditions, while actively combating against employment
discrimination. We have set the following polices to support these values:
 We shall not refuse to employ women or raise the recruitment standards for women
based on their gender.
 We shall not discriminate against workers based on their ethnicity, race, or
nationality.
 We will provide proper care to ethnic minority workers in accordance with
applicable laws.
 We shall not discriminate against individuals with disabilities.
 We shall not discriminate against citizens based on their religious beliefs or lack
thereof.
 We shall not provide workers with different treatments based on age or martial
status.
BUSINESS
– 379 –


--- page 390 ---
 We shall not refuse to employ individuals for carrying infectious diseases.
 We shall not impose discriminatory restrictions on rural workers seeking
employment in urban areas.
The table below sets forth the improvement of employment equality and diversity with
our continuous efforts during the Track Record Period.
As of December 31,
As of
June 30,
2022 2023 2024 2025
Female Employee
Percentage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.6% 16.3% 39.8% 42.7%
Number of Employee
Nationalities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182699
The table below sets forth the gender diversity within our Board as of the Latest
Practicable Date.
Female Male Non-Binary
Did Not Disclose
Gender
Gender Identity
Directors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150 0
We have established comprehensive career development pathways and training
mechanisms for our employees, strictly implementing a variety of promotion and training
management policies. Our career development platform and training system are designed to
stimulate employees’ potential and offer proper career progression and promotion
opportunities. As part of our monthly training sessions, we invite our CEO, tech leads, and
heads of IT and human resources to speak, which helps effectively communicate our mission,
vision, values, technology, business operations, and performance expectations. This also
facilitates the smooth integration of new employees into their roles and daily work.
Environmental Protection
We are committed to decarbonization and the building of a greener and more sustainable
future. One core benefit of our autonomous technology is the optimization of vehicle controls
and maneuvers and in turn the improvement of energy efficiency. The L4 autonomous driving
system is able to reduce energy consumption per 100 kilometers by over 15% due to automated
lane-changing acceleration/deceleration and braking functions. During a four-month period of
open road trial conducted in 2022, our robosweepers achieved a reduction of more than 20,000
kilograms in carbon dioxide emission as compared with conventional street cleaning vehicles.
BUSINESS
– 380 –


--- page 391 ---
We are dedicated to further advancing our technology for better management of environmental
footprint of passengers and freight transportation globally. We are also working with our
partners, such as Hyundai, to promote sustainable mobility and the adoption of clean energy.
We adhere to all laws and regulations and are dedicated to continuous improvement,
aiming to minimize the environmental impact of our operations while ensuring our
environmental protection efforts remain legal and compliant. Furthermore, we intend to
periodically evaluate the efficacy of our environmental initiatives and publish ESG reports to
communicate our advancements and milestones to stakeholders. By executing our ESG policies
and initiatives, we aim not only to substantially diminish our environmental impact and our
dependence on natural resources but also to cultivate a favorable reputation for sustainable
growth in our industry. Our ESG endeavors will also yield enduring economic advantages, such
as decreased our operational expenses and improved our competitiveness.
The below table sets forth key indicators related to resource consumption of our
headquarters in Guangzhou during the Track Record Period:
For the Y ear Ended December 31,
For the Six
Months Ended
June 30,
2022 2023 2024 2025
Electricity consumption
(kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118439,478 608,548 609,074 273,174
Electricity consumption
per unit area (kWh/m 2) /H1118 121.85 133.58 133.69 59.96
Water consumption (m 3) /H1118/H1118 74 175 190 133
Water consumption per
unit area (m 3/m2) /H1118/H1118/H1118/H1118/H1118/H11180.02 0.04 0.04 0.03
Waste discharge (m 3) /H1118/H1118/H1118/H1118/H111874 175 190 133
Waste discharge per unit
area (m 3/m2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.02 0.04 0.04 0.03
During the Track Record Period, our total electricity consumption, water consumption,
and waste generation have increased, which aligns with our business development and the
rising number of employees. The intensity of our electricity consumption, water consumption
and waste generation, which represents the consumption of electricity and water, as well as the
waste discharge per unit area, increased from 2022 to 2023 and remained stable from 2023 to
2024. We have set the following environment-related targets in light of the current state of
business and environmental management to promote the green and low-carbon development of
our Company:
 Electricity consumption target: We aim to reduce the electricity consumption
intensity by 5% by 2027 compared to 2024.
BUSINESS
– 381 –


--- page 392 ---
 Water consumption target: We aim to reduce the water consumption intensity by 5%
by 2027 compared to 2024.
 Waste management target: We aim to reduce the waste discharge intensity by 5%
by 2027 compared to 2024.
To achieve our targets, we are adopting various strategies and measures to identify,
assess, manage and mitigate environmental and climate-related risks, including but not limited
to:
 Optimize the model of accessories to adapt to multiple vehicle models and reduce
the rate of defective parts.
 Modernize structural parts, reduce the size of original materials, improve the
utilization rate of materials, and lower the resource cost of raw materials.
 Standardize the calibration process of the sensor suite to reduce calibration time for
each vehicle to a minute level, minimize the long-term operation demand of
high-performance hosts, and decrease energy consumption.
 Minimize the time required to collect data during vehicle operation after sensor
installation, reducing vehicle operation time by more than 2 hours and lowering
energy consumption.
 Use the integrated bench efficiently to organize the wiring harness and sensor,
reduce space utilization and debugging time, and utilize remote power to turn off
devices when not in use to save energy.
 Encourage employees to adopt a paperless office and print on both sides in black and
white if necessary.
 Use LED lights and turn off lights when there is sufficient daylight.
 Control air conditioner hours by setting a suitable temperature range (25°C–26°C).
 Promote low-carbon commuting by encouraging employees to use public
transportation and providing electric Robobus shuttle service, new energy charging
piles, and other solutions.
 Equip faucets with electric induction water outlet devices.
BUSINESS
– 382 –


--- page 393 ---
In particular, we have implemented various measures to reduce our carbon footprint in
production and the workplace. Below are examples of our efforts for clean production and
resource conversion:
 Use of electrical vehicles: All of our L4 autonomous driving vehicles are fully
electric vehicles.
 Lightweight design: We reduce energy consumption and associated carbon
emissions during vehicle operation through lightweight design. In early 2022, we
launched a new generation of sensor suites SS 4.0 featuring innovative compatibility
design and highly integrated technical solutions. This marked the industry’s first
small-scale and lightweight sensor suite combination, offering precise and stable
autonomous driving perception for various passenger models. The high sensor
integration has significantly reduced the system’s length, width, and height, making
it just one-sixth the volume of the previous generation and occupying less than 0.4
square meters of roof space. At the same time, the weight has been reduced to 20%
of the original, with a net weight of 13 kilograms, the lightest in the L4 level
autonomous driving industry.
In late 2022, we introduced the SS 5.0 sensor suite, further advancing the
technology. Compared to the SS 4.0, the SS 5.0 boasts a 66% reduction in height for
the Roof Front Sensor Set, a 15% decrease in thickness, and an overall weight
reduction of 17%. In 2024, we unveiled the SS 5.6, an upgraded sensor suite
designed with enhanced aerodynamics and a more compact form. This suite provides
360-degree coverage and blind-spot-free perception, even in the most challenging
environments. Our continuous efforts in upgrading sensor suites effectively lower
power requirements during vehicle operation, contributing to energy saving through
lightweight design.
 Optimized Efficiency in maintenance station: We optimize the layout of
maintenance station through an integrated design, enabling quick assembly of
components. This improvement enhances the efficiency of material distribution
from the packaging area to the production area, increasing assembly efficiency by
over 60% and reducing logistics delivery time by more than 80%. In addition, our
efforts to optimize production efficiency include process optimization, standardized
training, as well as internal technical exchanges to enhance quality problem
tracking, task management, repair personnel management, work hour management,
and material management. These measures help streamline operations, reduce waste,
and improve resource management, ultimately leading to significant savings in
workshop water and electricity consumption.
BUSINESS
– 383 –


--- page 394 ---
 Green Office: To support environmental sustainability, we prioritize leasing spaces
with green certifications and established resource-saving measures. Our
headquarters are located on Guangzhou Bio Island that features advanced all-buried
water reclamation facility. Our office in Nanjing has been awarded a two-star green
building certification.
Data Privacy and Security Governance
We are committed to protecting personal information and privacy. We are committed to
maintaining users’ trust and adhering to the principles of information security protection. These
principles include consistent rights and responsibilities, explicit purpose, informed consent,
minimum necessity, security assurance, and transparency. We have established a
comprehensive governance framework that clearly sets out data collection management
specifications and requirements, clarifies data collection principles, and outlines business data
collection process and methods (both direct and indirect). We also specify the purpose, use, and
scope of data collection. Our data collection principles include:
 Legal compliance: Data must not be obtained illegally. The purpose and scope of
data collection must adhere to all relevant legal and regulatory requirements.
 Necessity: Data collection should be purposeful, limited in scope, quantity, and
frequency. Data irrelevant to the provision of services should not be collected.
 Continuous improvement: Update governance frameworks in line with our latest
technology and ensure compliance with new regulations for data supervision, such
as the default non-collection principle and the accuracy range application principle.
We regularly update our governance framework to reflect advancements in
technology and comply with new data protection regulations, such as principles for
privacy by default and data accuracy.
We have invested in developing a rigorous information security system and governance
framework, with clearly defined roles and responsibilities for managing information security.
Our Information Security Steering Committee leads our information security and compliance
efforts, supported by the Information Security Supervisory Committee, which oversees security
management, and the Information Security Planning Committee, which develops security
strategies. We have also set up an Information Security Execution Committee that works
closely with other departments to jointly establish and enforce procedures regarding the
management of information security. We have appointed specialists to oversee cybersecurity,
data security, and privacy issues.
Our commitment to information security and compliance is reinforced by certifications in
relevant frameworks, including ISO/SAE 21434, ISO/IEC 27001, ISO 26262, ISO 9001,
ASPICE CL2.
BUSINESS
– 384 –


--- page 395 ---
BUSINESS SUSTAINABILITY
Autonomous driving is poised to fundamentally change our way of life. It has been
transforming, and is expected to continue to transform automotive, mobility services, freight
transportation industries and various industrial and public service use cases, with continued
evolution on the horizon. The market for autonomous driving products and services,
particularly L4 autonomous driving offerings, is nascent and fast evolving. However, many
players in the autonomous driving industry (especially those focusing on L4 and above
autonomous driving products and services) are still in their respective early stages of
development, and most of them have yet to recognize steady or even meaningful revenue. In
contrast and as further elaborated below, we have already demonstrated strong performance
and established a solid revenue stream, positioning ourselves as a leader in this evolving
market in terms of innovativeness.
We are the second largest company globally for L4 and above autonomous driving on city
roads in terms of revenue in 2024, representing 21.8% market share, according to CIC. Our
autonomous driving technology ranks among the most advanced and commercially proven in
the world, designed to cater to a broad spectrum of scenarios from urban environments to
highway settings.
Our Group has been loss-making and recorded accumulated losses since our
establishment in 2017. During the Track Record Period, we engaged in (i) the sales of L4
autonomous driving vehicles, including robotaxi, robobus, robovan, and robosweeper, (ii) the
provision of autonomous driving related operational and technical support services, and (iii)
the provision of other technology services derived from our autonomous driving technology
stack. All of these are Specialist Technology Products as defined under Chapter 18C of the
Listing Rules.
For the years ended December 31, 2022, 2023 and 2024, our gross profit was RMB232.5
million, RMB183.5 million and RMB110.7 million (US$15.5 million), respectively, and our
gross margin, which represents the proportion of revenues that exceeds cost of revenues, was
44.1%, 45.7% and 30.7%, respectively. The decrease from 2023 to 2024 was primarily because
of (i) the fluctuation of revenue mix with more products of lower profit margin, such as
robosweepers and robobuses, (ii) the sales strategy we adopted in 2024 involving certain
pricing adjustments we made based on factors such as inventory positions and order volumes,
(iii) the increased labor resources and cloud service fees for delivering ADAS research and
development services to Bosch, and (iv) relatively low profit margin from our enlarged
intelligent data services which commenced in 2024. For the six months ended June 30, 2024
and 2025, our gross profit was RMB54.8 million and RMB61.1 million (US$8.5 million),
respectively, and our gross margin was 36.5% and 30.6%, respectively. The decrease from the
six months ended June 30, 2024 to the same period in 2025 was primarily due to the decrease
in service gross margin as (i) the customized R&D services for Bosch with higher margin had
been completed in late 2024, and (ii) revenue from intelligent data service with relatively low
margin increased in the first half of 2025. The foregoing decrease in service gross margin was
partially offset by an increase in margin from product sales as we recorded a write-down of the
BUSINESS
– 385 –


--- page 396 ---
carrying amounts of certain long-aging robosweepers for the six months ended June 30, 2024,
while there was no such write-down recognized for the same period in 2025 as we did not
notice a further decrease in the expected selling price as of June 30, 2025, compared with the
expected selling price in late 2024. We may continue to engage in pricing adjustments based
on our inventory positions and order volumes. However, our sustained growth and long-term
success are driven by: (i) continuously deepening our collaboration with existing clients, (ii)
establishing new partnerships to expand our business, particularly in overseas markets, and (iii)
consistently providing additional technology services derived from our autonomous driving
technology stack to our clients.
Our revenue for the years ended December 31, 2022, 2023 and 2024 was RMB527.5
million, RMB401.8 million and RMB361.1 million (US$50.4 million), respectively. The
decreases in sales in 2023 and 2024 were mainly due to a challenging macroeconomic
environment, as many potential clients, especially those who had planned to procure
robobuses, prioritized their budgets for other investments. For example, according to CIC, the
demand for public buses in China decreased by approximately 25% in 2023 and further
decreased by 8% in 2024, reflecting a significant decrease in bus procurement. This market
contraction directly affected the procurement schedules of potential customers and, in turn,
resulted in lower sales of our robobuses and related solutions during the same period. Our
revenue increased by 32.8% from RMB150.3 million for the six months ended June 30, 2024
to RMB199.6 million (US$27.9 million) for the six months ended June 30, 2025. The increase
in revenue was primarily due to (i) an increase in the sales of robotaxis and robosweepers, (ii)
an increase in revenue from intelligent data services which commenced in the second half of
2024 and (iii) an increase from autonomous driving related operational and technical support
services, partially offset by (i) a decrease in the sales of robobuses, and (ii) a decrease in
revenue from ADAS research and development services as the customized R&D services for
Bosch had been completed in the third quarter of 2024. Based on our communication with our
potential business partners we had an understanding that they prioritized their budgets in 2023
and 2024 for investment in other fields. As a result, our sales of vehicles, primarily robobuses,
decreased and we recorded less revenue than anticipated in 2023 and 2024. Nonetheless, we do
not anticipate our overall sales performance will be affected by these customers as we have
successfully secured new partnerships. Rather than investing our efforts in resuming the
purchase levels from these customers, we are currently primarily focusing our efforts on: (i)
deepening collaboration with customers investing in the field of autonomous driving, (ii)
forming new partnerships to grow our business, primarily in overseas markets, and (iii)
continuing to offer other technology services derived from our autonomous driving technology
stack. Our overall revenue grew by 60.8% in the second quarter of 2025 compared to the same
period in 2024, with robotaxi emerging as the primary growth driver. Revenue from robotaxi
operations accounted for 36.1% of our total revenue in the second quarter of 2025 and surged
by 836.7% in the second quarter of 2025, compared to the same period in 2024, marking the
highest-ever quarterly robotaxi revenue in our history. This reflects our robotaxi’s increasing
strategic importance and underscores its accelerating commercial momentum and growing
contribution to our overall performance. In addition, according to CIC, the global market size
of L4 autonomous driving market in terms of revenue was US$1.0 billion in 2024, and is
BUSINESS
– 386 –


--- page 397 ---
expected to reach US$1,464 billion by 2030, at a CAGR of 238% from 2024 to 2030, and
further to US$8,097 billion by 2035, at a CAGR of 41% from 2030 to 2035, driven by stable
demand of passenger vehicles, continuous policy support for L4 autonomous driving, and
elevated customer expectations.
We have taken a number of remedial steps to address the decrease in our revenue and
gross profit margin for 2023 and 2024: (i) we continue to strengthen our collaboration with
existing clients. We anticipate that many of our existing clients will expand their operations,
primarily in first-tier cities. We also continue to explore opportunities and have successfully
penetrated more second-tier cities by expanding our collaborations with our existing clients;
(ii) we rely on forming new partnerships to grow our business and sales pipeline, primarily in
overseas markets; and (iii) along with offering vehicles and related services, we continue to
offer other technology services derived from our autonomous driving technology stack to
clients, generating recurring service fees in the years onward. We believe these strategies will
be effective in improving our financial performance, as we are experiencing a strong growth
momentum at the beginning of 2025. As of August 31, 2025, our total order backlog value,
which also includes estimated value of contracts under current framework agreements based on
historical orders, was approximately RMB660 million. Of this amount, approximately
RMB260 million is expected to be delivered in 2025. However, there is no guarantee that we
will be able to deliver in accordance with the orders or ultimately receive payments for the
orders. See “Risk Factors — Risks Related to the Commercialization of Our Products and
Technologies — Our business model has yet to be tested, and any failure to commercialize our
strategic plans, technologies, products or services would have an adverse effect on our
operating results and business.”
We have a healthy cash balance to support our business operations and future expansion.
During the Track Record Period, we had funded our cash requirements primarily with capital
contribution from shareholders and financing through the Pre-IPO Investments and our
successful U.S. IPO. See “History, Development and Corporate Structure — Our Investors
before the Nasdaq Listing” and “History, Development and Corporate Structure — Listing on
Nasdaq and Concurrent Private Placements.”
As of December 31, 2022, 2023, 2024 and June 30, 2025, our cash and cash equivalents
were RMB2,233.7 million, RMB1,661.2 million, RMB4,268.3 million (US$595.8 million) and
RMB3,836.1 million (US$535.5 million), respectively. We believe our current cash will be
sufficient to meet our current and anticipated working capital requirements and capital
expenditures for at least the next 12 months. Therefore, we believe that we possess sufficient
working capital, including sufficient cash and liquidity assets, after taking into account the
financial resources available to us.
BUSINESS
– 387 –


--- page 398 ---
Other than financial metrics, we have also demonstrated high business growth through the
following operational metrics:
Rapid Expansion
We are the youngest among our key competitors, however, we expanded to the most
countries, achieved commercial deployment in the most countries, and offers the most
comprehensive product portfolio. We are the first autonomous driving company worldwide
with product operating and testing in more than 30 cities across 11 countries, according to CIC.
Since our inception, we have developed the most coverage both in use cases and geographic
coverage, as compared to our peers. As of the date of the prospectus, we are the only
autonomous driving technology company to achieve full-scenarios coverage and have testing
or commercial activities in more than 30 cities across 11 countries, according to CIC.
Customer Base
As we continue to refine our offerings to adapt to market needs and enhance customer
engagement, we have experienced significant growth in our customer base. In 2022, 2023 and
2024, we offered services and products to 21, 36 and 91 business customers, respectively. In
the six months ended June 30, 2024 and 2025, we offered services and products to 42 and 75
business customers, respectively.
Global Expansion
Our proactive global presence, characterized by early market entry and wide geographical
coverage, undoubtedly places us ahead of our peers. We are the first autonomous driving
company in the world with products operating and testing in more than 30 cities across 11
countries and the only autonomous driving company in the world whose vehicles have obtained
test permits in seven countries, namely, Belgium, China, the United States, the UAE,
Singapore, France, and Saudi Arabia, according to CIC. Our leading presence in the
international markets has positioned us well for future revenue growth. Our recent international
expansion efforts include the following:
Robotaxi
 In October 2025, we launched robotaxi commercial public operation in Riyadh on Uber.
 In August 2025, we and Grab, Southeast Asia’s leading superapp, announced a strategic
partnership between us to accelerate the deployment and commercialization of L4
robotaxis in Southeast Asia.
 In July 2025, our robotaxi was granted Saudi Arabia’s first robotaxi autonomous driving
permit, making us the world’s only technology company with products holding
autonomous driving permits in six countries.
BUSINESS
– 388 –


--- page 399 ---
 In May 2025, we announced our expansion into Saudi Arabia, marking a significant step
in our global growth strategy. As part of our market entry, we have launched testing or
deployment of our robotaxis and other core L4 autonomous driving products in cities such
as Riyadh and AlUla, setting the stage for commercial rollout and wider operations across
Saudi Arabia.
 In May 2025, we and Uber announced a significant expansion of our previously
announced strategic partnership, adding 15 additional cities globally over the next five
years, including in Europe.
 In April 2025, we announced that we would be integrating our self-driving robotaxis into
Dubai’s public transportation system which was formalized via a memorandum of
understanding signed in March 2025.
 In March 2025, we announced that we are on track to further expand our collaboration
with Uber in Abu Dhabi, with the support of Abu Dhabi Integrated Transport Centre. We
expect the number of robotaxis to reach 50 units in mid-2025 on the Uber platform,
marking a key milestone in our fleet growth in the Middle East. The service is available
in major areas, between Saadiyat Island, Y as Island, Al Maryah Island, the city’s financial
hub and home to the Abu Dhabi Global Market, and Al Reem Island, and routes to and
from Zayed International Airport.
 In February 2025, we announced that we had received approval to launch our latest
generation robotaxi, the GXR, for fully unmanned paid ride-hailing services in Beijing.
This marks our second robotaxi model to achieve fully driverless L4 commercial
operations in Beijing and GXR’s first large-scale commercial deployment in China.
 In January 2025, we were selected as the technology provider for the first autonomous
driving robotaxi project funded by the Canton of Zurich and the Swiss national railway
Schweizerische Bundesbahnen and managed by the Swiss Transit Lab.
Robobus
 In September 2025, our robobus was granted Belgium’s first federal test permit for a
Level 4 autonomous shuttle, making us the only technology company in the world with
products holding autonomous driving permits in seven countries: Belgium, China, France,
the UAE, Saudi Arabia, Singapore, and the U.S.
 In July 2025, we announced the launch of fully driverless L4 robobus operations at
Resorts World Sentosa, Singapore, which marks the first autonomous vehicle in Southeast
Asia to operate without a safety officer on board. Following extensive testing and safety
assessments of its remote operations and on-road performance, we have secured approval
from the Land Transport Authority of Singapore to offer fully autonomous rides to the
public.
BUSINESS
– 389 –


--- page 400 ---
 In June 2025, we announced that we are partnering with Renault for the second
consecutive year, to provide a L4 autonomous minibus shuttle service during the 2025
Grand Slam tournament on the iconic clay courts.
 In May 2025, we initiated testing and deployment of our robobus in several key areas
across Saudi Arabia.
 In March 2025, we and Renault launched our first autonomous robobus trial in Spain. The
service ran from March 10 to March 14, 2025, offering a free autonomous robobus trial
service in the center of Barcelona to showcase the maturity and potential of automated
transport technologies.
 In February 2025, we launched the first European fully-driverless L4 robobus commercial
deployment in collaboration with Beti, Renault Group and Macif in France’s Drôme
region. The open road route covered by the automated shuttles, serves the train station,
the off-site long-term parking area, and the business park’s catering hub.
 In January 2025, we deployed our autonomous robobus shuttle service at Zurich Airport,
marking a significant milestone as one of the first autonomous bus shuttle projects at a
European airport.
 In December 2024, we inaugurated the commercial operation of the Tianhe BRT robobus
shuttle line in Guangzhou. This line marks the first autonomous shuttle to navigate the
BRT system in Guangzhou’s city center that operates at night in a tier-one Chinese city,
offering an efficiently safe and convenient option for nighttime commuters.
Robovan
 In July 2025, after securing the district’s inaugural permit for our robovan W5, we
became the first and only company authorized to road test autonomous logistics vehicles
in Huangpu, Guangzhou. This marks our robovan W5’s second active road testing permit,
following an earlier approval in Guangzhou’s Nansha District in April, demonstrating our
steady progress towards the large-scale commercialization of autonomous delivery
solutions.
 In February 2025, we announced that we had signed a memorandum of understanding, or
MOU with SLA, pursuant to which we will collaborate with SLA to provide frontier
solutions, including robovan W5.
Robosweeper
 In May 2025, our robosweepers S1 were deployed at King Fahad Medical City, Riyadh
Second Health Cluster, Iin Riyadh, marking the first monetized autonomous sanitation
project in Saudi Arabia and the Middle East.
BUSINESS
– 390 –


--- page 401 ---
 In February 2025, we signed an MOU with CTM in Singapore.
 Since the fourth quarter of 2024, we have commenced operation or secured agreements
to run robosweeper fleets in multiple new locations across China, such as Shenzhen,
Tianjin and Erdos, among other cities.
At the same time, our growing international presence exposes us to differing and evolving
regulatory and legal requirements across our target markets. See “Risk Factors — Risk Related
to Our General Operations — Our expansion into new geographical areas and jurisdictions
involves inherent risks, which may adversely affect our business and results of operations.”
DATA PRIV ACY AND SECURITY
We collect, use, store, transmit and otherwise process various types of data. The
localization, perception, prediction, planning and control modules on our L4 autonomous
driving vehicles collect and generate certain types of data, such as street view and architecture
images, while in operation and during road tests. The types of data collected through our
testing vehicles are solely for the purposes of and are limited to the scope necessary for
enabling safe functioning, training and perfection of our autonomous driving system. These
data are collected and processed in compliance with applicable laws and regulations in all
material respects. As of the Latest Practicable Date, we have not engaged in any cross-border
data transfers that would violate applicable laws and regulations. Notably, we have not
transferred any personal information, critical data, or surveying and mapping geographic data
outside of China. We collaborate with a service provider that possesses a navigation electronic
map production and surveying license. Under the cooperation, the service provider provides us
with HD maps services to complement the vision of our sensors.
We are committed to protecting personal information and privacy. The operation of our
robotaxi services through WeRide Go involves the collection and processing of contact
information and other information of our passengers that is necessary for the delivery of our
services, such as route planning, order placement and management, payment and invoicing, as
well as certain basic personal information of our safety drivers. The privacy policy of WeRide
Go outlines what personal information is being collected and how we collect and utilize
personal data. It also describes our use practices and how privacy works on our platform.
Specially, we provide users and passengers of WeRide Go with prior notice and obtain their
consent before any of their personal information is collected or processed. In addition, we
collect vehicle-related data through operating and testing vehicles, specifically including
exterior and interior video, vehicle location data, command data, abnormal warning
information, vehicle driving status, human driving behavior data, and basic vehicle attribute
data, for the purposes of optimizing our WeRide Go services and vehicle testing.
BUSINESS
– 391 –


--- page 402 ---
We collect the aforementioned data in accordance with the principle of minimality and
necessity, and retain it only for the shortest duration required to achieve the processing
purpose. For in-vehicle information collection, we fulfill our legal obligation to inform users,
passengers, and safety drivers about data collection through documents such as privacy
policies. Before collecting any personal information, we obtain their explicit consent. In
addition, they have the right to access, inquire about, and request copies of their personal
information. To exercise these rights, they may contact us using the information provided in
our privacy policy.
For off-vehicle information collection, after personal information of traffic participants
outside the vehicles, such as license plate number or human face, is picked up by the sensor
suite on our L4 autonomous driving vehicles, it is automatically desensitized before leaving the
vehicles and the original video clips which contain the relevant personal information will then
be removed. We also implement a stringent data control system to ensure that only authorized
personnel can view and retrieve these video clips and in a manner that meets security, privacy
and compliance requirements. In emergency situations, such as remote driving scenarios where
real-time access to off-vehicle video is necessary, anonymization may not be feasible. In such
cases, video feeds are accessed solely for the purpose of safeguarding life, health, and property.
More importantly, raw video footage is not retained after the emergency is resolved.
We employ HTTPS and certificate-based encryption for all data transmissions, including
sensitive personal information. Data is encrypted end-to-end, ensuring that the transmission
process remains secure, tamper-proof, and inaccessible to unauthorized parties.
All data collected or generated within China is stored in a domestic data center in
Guangzhou, while data collected or generated in the United States is stored in a data center in
California and processed locally. We have implemented robust data storage security measures,
including encryption, access controls, and regular backups, tailored to different data categories
to ensure their confidentiality and integrity. We do not engage in any cross-border transfer of
personal information, important data or surveying and mapping geographic information data
including from China to other jurisdictions in which we operate and vice versa.
We have also invested in developing a rigorous information security system and
governance framework and implemented procedures defining roles and responsibilities for
managing information security. Our information security and compliance efforts are headed by
the Information Security Steering Committee and supported by our Information Security
Supervisory Committee, which oversees the management of information security, and our
Information Security Planning Committee, which devises information security strategies and
planning. We have also set up an Information Security Execution Committee that works closely
with other departments to jointly establish and enforce procedures regarding the management
of information security. We have also designated specific personnel to be responsible for
cybersecurity, data security and privacy.
BUSINESS
– 392 –


--- page 403 ---
We have established a comprehensive system to regulate our data processing activities.
These procedures and policies guide the strategy of our information security and compliance
initiatives, prescribe a hierarchical data classification and management system, clarify the
management and compliance requirements applicable to the full data processing cycle and for
cybersecurity and information system security, mandate trainings for related personnel and
prescribe data security and compliance risk assessment and audit procedures. We have also set
up an emergency response mechanism for information security incidents. All our personnel are
required to strictly follow our internal rules, policies and protocols to safeguard the integrity
of our data.
During the Track Record Period and up to the Latest Practicable Date, we had not
received any claim from any third party against us on the ground of infringement of such
party’s right to data protection as provided by applicable laws and regulations. In addition, as
confirmed by our PRC Legal Advisor and local legal advisors in our other major jurisdictions
(i.e., the UAE, Singapore, and the United States), the current laws and regulations relating to
privacy and personal data in these jurisdictions have not had a material adverse effect on our
business or financial performance. As a result of our internal control and compliance efforts,
our business operations are in compliance with current applicable data security laws and
regulations in markets where we operate in all material aspects.
INSURANCE
We consider our insurance coverage to be adequate, as we have in place all insurance
policies mandated by Chinese laws and regulations, and in line with common commercial
practices in our industry.
Pursuant to PRC regulations, we provide social insurance including pension insurance,
unemployment insurance, maternity insurance, work-related injury insurance and medical
insurance for our employees based in mainland China. We also purchase additional commercial
insurance to increase insurance coverage of our employees.
Insurance products for autonomous vehicles are still in the stage of adaptation and
exploration. As advised by our PRC Legal Advisor, we are responsible for compensation for
personal injury and property damage caused by our product defects, but automobile
manufacturers are the primary responsible parties for vehicle recalls under the PRC laws. We
maintain compulsory traffic accident liability insurance, and supplemental commercial
accident insurance for each of the test vehicles. We also maintain compulsory traffic accident
liability insurance, supplemental commercial accident insurance and carrier liability insurance
for each vehicle used for commercial activities in accordance with applicable regulations. We
have also obtained insurance coverage for losses of and damages to our L4 autonomous driving
vehicles and their respective equipment. However, we do not maintain any product liability
insurance, which is not mandatory under the relevant PRC laws and regulations, as advised by
our PRC Legal Advisor. According to CIC, our insurance coverage is in line with the common
commercial practices in the industry. Based on the independent due diligence conducted by the
BUSINESS
– 393 –


--- page 404 ---
Joint Sponsors, nothing has come to the attention of the Joint Sponsors that would reasonably
cause the Joint Sponsors to disagree with the Company’s view that its traffic liability accident
related insurance coverage is in line with the common commercial practices in the industry.
We also attempt to mitigate the risks of liabilities and claims by subjecting our L4
autonomous driving vehicles to rigid testing and by including security features in product
design. To enhance the safety level of our products and operations, we are also establishing a
remote assistance center which allows us to manage and monitor our L4 autonomous driving
fleet in operation, and to intervene, where necessary.
Consistent with customary industry practice in mainland China, we do not maintain
business interruption insurance, key-man insurance or insurance policies covering damages to
our properties, facilities or technical infrastructure. Any uninsured occurrence of business
disruption, natural disaster, liabilities, claims, or losses of or significant damages to our
uninsured equipment, facilities or properties could have a material adverse effect on our results
of operations. See “Risk Factors — Risks Related to Our General Operations — We have
limited insurance coverage, which could expose us to significant costs and business
disruption.”
PROPERTIES
Our headquarters are located in Guangzhou, China, with a total area of approximately
6,700 square meters, encompassing the need of corporate administration, research and
development and production. As of June 30, 2025, we leased 43 properties with an aggregate
gross floor area of approximately 59,047.35 square meters (expect one leased property where
the leased square meter has not been clearly stipulated), which were primarily used for
corporate administration, research and development and production. The gross floor area of
each leased property ranges from approximately 109.7 square meters to approximately 4,542.1
square meters. The leases generally have a term ranging from six months to eight years. We
will consider renewal of the leases upon their expiry.
We are subject to potential risks from property owners or other third parties which could
disrupt our operations and lead to additional relocation expenses. As of June 30, 2025, 42 of
our leased properties in mainland China had not been registered with the relevant PRC
government authorities. As of June 30, 2025, we had not been provided with building
ownership certificates or the proofs of having the right to sublease the properties by the
respective lessors with regard to 13 of our leased properties. Without valid real estate
ownership certificates or proofs of authorization from the relevant lessor or property owner, we
may not be entitled to use the leased property or may be affected by third parties’ claims or
challenges against the relevant lease. See “Risk Factors — Risks Related to Our General
Operations — Our rights to use our leased properties may be defective and could be challenged
by property owners or other third parties, which may disrupt our operations and incur
relocation costs.”
BUSINESS
– 394 –


--- page 405 ---
According to Chapter 5 of the Listing Rules and section 6(2) of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, this
prospectus is exempted from compliance with the requirements of section 342(1)(b) of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph
34(2) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, which require a valuation report with respect to all our interests in land or
buildings, for the reason that, as of June 30, 2025, none of the properties leased or owned by
us had a carrying amount of 15% or more of our consolidated total assets.
LEGAL PROCEEDINGS
We are currently not a party to any material legal or administrative proceedings. We have
been, and may from time to time involved in actions, claims, suits and other proceedings
incidental to our business, including those arising out of contractual disputes, competition,
intellectual property matters, and employment-related matters. Regardless of the outcome,
litigation or any other legal or administrative proceeding can have an adverse impact on us and
can result in substantial cost and diversion of our resources, including our management’s time
and attention. See “Risk Factors — Risks Related to Our General Operations — We may, from
time to time, be subject to legal proceedings during the course of our business operations.”
During the Track Record Period and up to the Latest Practicable Date, we had not been
and were not a party to any material legal, arbitral or administrative proceedings, and we were
not aware of any legal, arbitral or administrative proceedings pending or threatened against us
or any of our Directors that, individually or in the aggregate, could likely have a material and
adverse effect on our business, results of operations or financial condition.
OUR BUSINESS IN THE U.S.
Attracted by California’s forward-looking and innovation friendly environment for
autonomous driving, Dr. Han and Dr. Li founded WeRide and commenced our business in
California. Our business in the U.S. includes research and development and road testing. The
U.S. has not been, and will not be, a market for our products or services. As of the Latest
Practicable Date, we consider our testing activities in the U.S. not material as the number of
testing vehicles and the amount of testing mileage are both less than 2% of our testing activities
as a whole. Our testing activities in the U.S. include 15 L4 autonomous driving vehicles and
are limited to the San Francisco Bay Area and Las V egas as of the Latest Practicable Date. Our
testing in the U.S. is strictly in compliance with the autonomous vehicle regulations of
California and Nevada and are done under the supervision of the DMV of California and
Nevada. All of our testing vehicles and test drivers are registered with the California or Nevada
DMV . We have obtained permits issued by California DMV allowing us to test our L4
autonomous driving vehicles on public roads in San Jose, California, without any human driver
onboard. We obtained a permit in California in August 2024 that allows us to carry passengers
in testing vehicles. We are not allowed to offer rides to the general public and cannot charge
any fares under this permit. We have also obtained permit issued by the Nevada DMV for our
testing vehicles there. We will timely renew those permits before they expire.
BUSINESS
– 395 –


--- page 406 ---
Certain Rules and Regulations Impacting Our Group and Operations
The United States and various foreign governments have imposed controls, license
requirements and restrictions on the import or export of technologies and products, or voiced
the intention to do so. Set forth below is an outline of the relevant regulations that may have
an impact on us and/or our suppliers and customers. For risks relating to the tensions in
international trade and rising potential tensions, see “Risk Factors — Risks Related to Our
General Operations — The current tensions in international trade and rising political tensions,
particularly between the U.S. and China, the U.S. and the European Union, or the European
Union and China may adversely impact our business, financial condition, and results of
operations.”
Final Rule on U.S. Outbound Investment
On October 28, 2024, the U.S. Department of the Treasury issued a final rule on U.S.
outbound investment, or the Final Rule, which became effective on January 2, 2025. The Final
Rule imposes investment prohibition and notification requirements on U.S. Persons for a wide
range of investments in entities associated with China (including Hong Kong and Macao) that
are engaged in activities relating to three sectors: (i) semiconductors and microelectronics, (ii)
quantum information technologies, and (iii) artificial intelligence systems, collectively defined
as “Covered Foreign Persons.” U.S. persons subject to the Final Rule are prohibited from
making, or required to report, certain investments in Covered Foreign Persons, which are
defined as “covered transactions,” and include acquisitions of equity interests that are not yet
publicly traded, certain debt financing, joint ventures, and certain investments as a limited
partner in a non-U.S. person pooled investment fund. The Final Rule excludes some
investments from the scope of covered transactions, including those in publicly traded
securities. The Final Rule is aimed at exerting greater U.S. government oversight over U.S.
direct and indirect investments involving China, and may introduce new hurdles and
uncertainties for cross-border collaborations, investments, and funding opportunities of China
based issuers including us. Based on the opinion of our U.S. counsel for matters relating to the
Final Rule, there is ambiguity with respect to how the U.S. Department of the Treasury may
interpret the scope of the Final Rule and we cannot rule out the possibility that our
development of autonomous driving systems could be considered a “covered activity” (as
defined in the Final Rule) or that we may otherwise meet the definition of Covered Foreign
Persons provided in the Final Rule. If we are deemed a Covered Foreign Person under the Final
Rule because of our interaction with and potential engagement in the aforementioned sensitive
technological sectors, such as artificial intelligence, our U.S. counsel for matters relating to the
Final Rule is of the opinion that there is a basis to support the view that investment through
this Global Offering should qualify for the “publicly traded securities” exemption to be outside
the scope of “covered transactions” under the Final Rule provided that such investment would
not afford the U.S. person rights beyond standard minority shareholder protections with respect
to the Company, because we are already publicly listed on Nasdaq and the securities to be
issued in this Global Offering are of the same class as the shares underlying the ADSs already
traded on Nasdaq. However, there is no assurance that the U.S. Department of the Treasury will
take the same view as our U.S. counsel for matters relating to the Final Rule, and the U.S.
BUSINESS
– 396 –


--- page 407 ---
Department of the Treasury has not provided guidance that would definitively confirm that the
Global Offering can be exempted from the Final Rule under the “publicly traded securities”
exemption. If we were to be deemed a “covered foreign person,” and if U.S. persons engaged
in a “covered transaction” (each as defined under the Final Rule) that involves the acquisition
of our equity interests, such U.S. persons may need to make a notification pursuant to the Final
Rule. Additionally, with respect to the notification requirement for trading our ADSs and Class
A Ordinary Shares, our U.S. counsel for matters relating to the Final Rule is of the view that:
 Trading of ADSs listed on Nasdaq: The U.S. Department of the Treasury has issued
guidance that ADSs that already publicly traded on an exchange, and would not
afford the U.S. person rights beyond standard minority shareholder protections with
respect to the covered foreign person are within the “publicly traded securities”
exemption. Accordingly, they would be outside the scope of “covered transactions”
under the Final Rule.
 Trading of Class A Ordinary Shares listed on the Stock Exchange: As the new shares
to be issued in the Global Offering would be of the same type and class as shares
already publicly traded, and are therefore essentially fungible with the publicly
traded shares, there is a basis that the exemption for publicly traded securities
should also apply to such newly issued shares. However, it should be noted that the
U.S. Department of the Treasury has not confirmed this interpretation and could
conceivably take a narrower view that excludes newly issued shares from the
exemption, regardless of their fungibility.
 Conversion between Class A Ordinary Shares and ADSs: Conversions between Class
A Ordinary Shares and ADSs would involve existing shares listed on Nasdaq and the
Stock Exchange. There is reasonable basis to support that such conversions do not
involve a direct or indirect acquisition of an “equity interest” in our Company, and
therefore does not constitute a “covered transaction.”
Our Directors, having considered the advice of our U.S. counsel for matters relating to the
Final Rule, are of the view that neither the Final Rule or the outbound investment regulations
is likely to have any material adverse impact on the Company’s business operations and
financial performance, its shareholders, the Listing or the Global Offering.
Whether underwriters or investors in this Global Offering decide to make such a
notification, either voluntarily or because they hold a different view from ours, will be based
on their own assessment of the implication of the Final Rule. Certain underwriters have
informed us of their intention to make notifications with the U.S. Department of the Treasury.
See “Risk Factors — Risks Related to Our General Operations — The current tensions in
international trade and rising political tensions, particularly between the U.S. and China, the
U.S. and the European Union, or the European Union and China may adversely impact our
business, financial condition, and results of operations” for more details regarding the risks
relating to the Final Rule.
BUSINESS
– 397 –


--- page 408 ---
BIS Final Rule
The BIS has promulgated a final rule, or the BIS Final Rule, which went into effect on
March 16, 2025, 60 days from the date of publication in the Federal Register on January 15,
2025. The BIS Final Rule prohibits connected vehicle system, or VCS, hardware importers
from knowingly importing into the United States certain hardware for VCS and prohibits
connected vehicle manufacturers from knowingly importing into the United States or selling
within the United States completed connected vehicles that incorporate covered software,
unless otherwise authorized. These prohibitions apply to transactions involving VCS hardware
or software designed, developed, manufactured, or supplied by persons owned by, controlled
by, or subject to the jurisdiction of the PRC or Russia. In addition, connected vehicle
manufacturers under PRC or Russian control are prohibited from selling completed connected
vehicles with VCS hardware or covered software in the United States, regardless of the origin
of that hardware or software. Our business in the United States is limited to research and
development and road testing, and the United States has not been, and will not be, a market for
our products or services. We do not believe our current road testing activities in the United
States are prohibited or restricted by the BIS Final Rule in its current form. However, if our
road testing activities become prohibited or restricted, due to the future amendments of the BIS
Final Rule, other potential prohibition of autonomous driving companies from conducting
testing in the United States, or otherwise, we expect to be able to discontinue road testing in
the United States without materially affecting our overall testing capabilities, given the limited
scope of our testing activities in the United States. See “— Our Business in the U.S.” The data
collected from our road testing in the United States is not necessary for our research and
development activities in the United States, which are not otherwise prohibited or restricted by
the BIS Final Rule. As such, we do not expect the BIS Final Rule to have a material impact
on our ability to continue our research and development in the United States. The BIS Final
Rule could prohibit or restrict third parties from reselling or importing our products or products
using our technology into the United States, but to our knowledge no such third party resale
or importation occurs at present. However, it is possible that this prohibition or restriction on
third-party activities could deter customers from purchasing our products or services in the
future. See “Risk Factors — Risks Related to Our General Operations — The current tensions
in international trade and rising political tensions, particularly between the U.S. and China, the
U.S. and the European Union, or the European Union and China may adversely impact our
business, financial condition, and results of operations” for more details regarding the risks
relating to the BIS Final Rule.
Restrictions Impacting Our Suppliers
A supplier of our Company was recently impacted by U.S. export restrictions that prevent
it from supplying certain integrated circuits to mainland China, which we do not believe will
have a material impact to our operations for the following reasons as advised by our U.S.
counsel: the relevant integrated circuits are not among the components that we purchase from
this supplier, and thus this development did not impact our activities with or involving this
supplier and did not create disruptions for our business. Secondly, we believe we are able to
source comparable alternatives to the components we purchase from this supplier, even if we
BUSINESS
– 398 –


--- page 409 ---
were to face restrictions to source such components from this supplier, as we have alternative
suppliers from which we can purchase similar components at a comparable price. However, we
cannot assure you that similar restrictions will not be imposed with regard to the components
that we source from this supplier or other integrated circuits we are currently sourcing. See
“Risk Factors — Risks Related to Our General Operations — We are subject to export control,
sanctions, trade policies and similar laws and regulations, and non-compliance of such laws,
regulations, policies and administrative orders can subject us to administrative, civil and
criminal fines and penalties, collateral consequences, remedial measures and legal expenses,
all of which could adversely affect our business, financial condition and results of operations.”
In addition, one of our suppliers was added to the list of Chinese Military Companies
maintained by the Department of Defense, or DoD, although this will not impact our ability to
transact with such supplier. The Chinese Military Companies list currently has no legal effect;
however, effective June 30, 2027, section 805 of the National Defense Authorization Act for
Fiscal Y ear 2024 ( 2024) will prohibit DoD from acquiring certain goods
or services, including goods or services developed by a company identified on the Chinese
Military Companies list or under its control. Outside of this DoD procurement restriction, the
Chinese Military Companies list will not prohibit other transactions, including the provision of
products from this supplier to us. Further, we do not supply the DoD and, accordingly, do not
anticipate being affected when the procurement restriction takes effect in 2027. However, we
cannot assure you that similar restrictions will not escalate in the future, resulting in our
inability to source from such supplier or any other suppliers that are subject to similar
restrictions. See “Risk Factors — Risks Related to Our General Operations — We are subject
to export control, sanctions, trade policies and similar laws and regulations, and non-
compliance of such laws, regulations, policies and administrative orders can subject us to
administrative, civil and criminal fines and penalties, collateral consequences, remedial
measures and legal expenses, all of which could adversely affect our business, financial
condition and results of operations.”
In addition to the rules and regulations that are currently in effective, we have been
closely monitoring policies in the United States, the EU and the European Economic Area.
which are relevant to our plans to offer services in these markets, including tariffs, export
controls and other international trade issues that may affect our business. For example, on
February 21, 2025, U.S. President Donald J. Trump issued a memo titled the “America First
Investment Policy,” or the America First Memo, outlining the ongoing review and
consideration of potential new or expanded restrictions on U.S. outbound investment in the
PRC in sectors such as semiconductors, artificial intelligence, quantum, biotechnology,
hypersonics, aerospace, advanced manufacturing, directed energy, and other areas implicated
by the PRC’s national military-civil fusion strategy. See “Risk Factors — Risks Related to Our
General Operations — The current tensions in international trade and rising political tensions,
particularly between the U.S. and China, the U.S. and the European Union, or the European
Union and China may adversely impact our business, financial condition, and results of
operations” for additional risks relating to the America First Memo. In addition, trade tensions
between the U.S. and EU, such as the recent countermeasures imposed on U.S. steel and
aluminum exports by the EU, could have an impact on our business, in particular if they are
BUSINESS
– 399 –


--- page 410 ---
expanded by the EU to cover China or alternatively if the EU adopts similar restrictions to the
U.S. on VCS or our other technologies described above in order to secure decreases to, or avoid
future escalation of U.S. tariffs on EU products.
CFIUS Relating Rules and Regulations
Under the Foreign Investment Risk Review Modernization Act, investments in companies
that deal in critical technology are, in some instances, subject to filing requirements and,
review and approval by the Committee on Foreign Investment in the United States, or CFIUS.
The term critical technology includes, among others, technology subject to U.S. export controls
and certain emerging and foundational technology. According to the regulations of CFIUS,
CFIUS has jurisdiction to review the following types of transactions: (1) “covered control
transactions,” which are transactions that could result in control of a U.S. business directly or
indirectly by a foreign person (whether or not that control is actually exercised, including
transfers of a U.S. business from one foreign person to another), (2) “covered investments,”
which are certain non-controlling investments in U.S. businesses that afford a foreign person
access to material nonpublic technical information, board membership or observer rights, or
substantive decision making in a U.S. business involved in critical technologies, critical
infrastructure, or sensitive personal data (a “TID U.S. business”), (3) changes in rights that
give a foreign person control over a U.S. business, (4) transactions designed or structured to
evade CFIUS jurisdiction, and (5) certain acquisitions, leases, and concessions involving real
estate that is proximate to identified sensitive U.S. military and intelligence assets. See 31
C.F.R. §§ 800.213, 802.212.
However, according to the CFIUS rules, only certain covered control transactions and
covered investments in a TID U.S. business would require mandatory filings to CFIUS. As a
threshold matter, a mandatory filing is only required for certain investments in TID U.S.
Businesses. See 31 C.F.R. §§ 800.401.
A “TID U.S. business” is U.S. business that is involved “critical technologies,” “critical
infrastructure,” and/or “sensitive personal data.” Specifically, a “TID U.S. business is any U.S.
business that:
a. Produces, designs, tests, manufactures, fabricates, or develops one or more critical
technologies;
b. Performs the functions as set forth in column 2 of appendix A to 31 C.F.R. Part 800
with respect to covered investment critical infrastructure; or
c. Maintains or collects, directly or indirectly, sensitive personal data of U.S. citizens.”
31 C.F.R. § 800.248. In pertinent part, “critical technologies” include “[i]tems included
on the Commerce Control List (CCL) set forth in Supplement No. 1 to part 774 of the Export
Administration Regulations (EAR) (15 CFR parts 730-774), and controlled — (1) Pursuant to
multilateral regimes, including for reasons relating to national security, chemical and
BUSINESS
– 400 –


--- page 411 ---
biological weapons proliferation, nuclear nonproliferation, or missile technology; or (2) For
reasons relating to regional stability or surreptitious listening” and “[e]merging and
foundational technologies controlled under section 1758 of the Export Control Reform Act of
2018 (50 U.S.C. 4817).” 31 C.F.R. § 800.215. Items subject to the EAR that are not identified
on the Commerce Control List are classified “EAR99,” and generally do not require a
destination-based license, except to the Crimea region of Ukraine, Cuba, North Korea, and
Syria, subject to certain exceptions for food, medicine, and some software. Certain specified
EAR99 items also require a destination-based for Russia or Belarus.
Based on the export control risk assessment by our U.S. export control counsel, all the
items that we produce, design, test, manufacture, fabricate, or develop — including our
proprietary software and certain proprietary hardware used on our autonomous vehicles — are
classified EAR99, and the third-party hardware incorporated in our autonomous driving
solutions are classified EAR99 (i.e., not described on the Commerce Control List) or subject
only to anti-terrorism controls (i.e., not multilateral controls). Therefore, we do not produce,
design, test, manufacture, fabricate, or develop any “critical technologies.” We are also not
involved in any covered investment critical infrastructure described in column 2 of Appendix
A to 31 C.F.R. Part 800. We also do not sell any of our products in the United States, and
therefore do not collect or maintain any sensitive personal data of U.S. persons. Therefore, we
would not qualify as a TID U.S. Business and, accordingly, no mandatory notification to
CFIUS would be required in connection with the Global Offering. We maintain policies and
procedures designed to ensure compliance with these regulations. However, such policies and
procedures may not be sufficient, and our Directors, officers, employees, representatives,
consultants, agents and business partners could engage in improper conduct for which we may
be held responsible. See “Risk Factors — Risks Related to Our General Operations — We are
subject to export control, sanctions, trade policies and similar laws and regulations, and
non-compliance of such laws, regulations, policies and administrative orders can subject us to
administrative, civil and criminal fines and penalties, collateral consequences, remedial
measures and legal expenses, all of which could adversely affect our business, financial
condition and results of operations” for more details.
RISK MANAGEMENT AND INTERNAL CONTROL
We have devoted ourselves to establishing and maintaining risk management and internal
control systems consisting of policies and procedures that we consider to be appropriate for our
business operations, and we are dedicated to continuously improving these systems.
BUSINESS
– 401 –


--- page 412 ---
Financial Reporting Risk Management
We have in place a set of accounting policies in connection with our financial reporting
risk management, including accounting manual, budget management policies, treasury
management policies, expense management policies, and employee reimbursement policies.
We have various procedures and IT systems in place to implement our accounting policies, and
our finance department reviews our management accounts based on such procedures. For
example, we implement our budget plan through the IT system and continuously track various
operating expenses for effective monitoring. Our system makes timely warning of the risk of
cost overruns. We also provide regular training to our finance department employees to ensure
that they understand our financial management and accounting policies and implement them
during daily operations.
Information System Risk Management
Sufficient maintenance, security and protection of our data and other related information
are critical to our business. We have detected the following risks and vulnerabilities in relation
to our information security:
 Data transmission. We use HTTPS and adopt certification requirements to enable
encrypted transmission of data in the production environment. Our cloud service
providers conduct regular security assessments and vulnerability scanning and
provide regular security updates and patches.
 Data storage. Our data are stored in data centers. We use encryption for data in
storage media to protect against unauthorized access or processing in accordance
with applicable laws and regulations. Offline files can only be accessed through a
specific software and hardware system.
 Data access. We implement a stringent data access control system to ensure that
only authorized personnel can view and retrieve data from our data repositories and
in a manner that meets security, privacy and compliance requirements. Our
employees are granted access to the minimum extent that is necessary to fulfill their
job responsibilities and are required to go through strict authorization and
authentication procedures for data access.
 Backup and recovery. Data is stored in multiple sites to provide for redundancy
when disaster strikes. In the event of failure in any of our data centers, the back-up
site helps to ensure minimal to no downtime so we are able to immediately adopt a
plan for data recovery.
 Information security procedures and system. We have a vulnerability management
system that is able to report and rectify security breaches. Emergency response plans
are in place to handle data breaches or other security incidents.
BUSINESS
– 402 –


--- page 413 ---
 Prevention of data leakage. We have adopted data encryption, data leakage
prevention and monitoring, and other common security measures for our office
equipment, network and telecommunication devices. We have additionally enabled
customized data leakage prevention software and security policies on computers of
our R&D engineers to guard against unauthorized access or transmission of data.
To safeguard our data and prevent information leaks or losses, we utilize a variety of
technology solutions to enhance information security and implemented various internal
procedures and controls. We have operations team as well as a dedicated data security and
compliance team, which is subdivided into an information security leading group, a
management group, an execution group, and a supervision group, responsible for monitoring
the operation of our information system in real time. They regularly perform data recovery tests
and use cyber-attack simulations to improve our data protection capability. We manage data
based on classification and grading through our Data Classification and Grading Management
System. Furthermore, we have the Full-Process Data Processing Security and Compliance
Management System in place which not only stipulates anti-leakage measures for each data
processing link, including encrypted storage of data, encrypted transmission links,
desensitization of sensitive information, and access control for permissions, but also clarifies
that when data security defects, vulnerabilities, or leakage risks are identified, leaders should
promptly organize relevant personnel and take remedial measures. In combination with the
Information Security Incident Management System and incident response plans, we have
constructed a comprehensive data security incident response mechanism to safeguard data
security in all aspects. Moreover, we have entered into confidentiality agreements with
employees in positions related to data processing. The confidentiality agreements stipulate,
among other things, that these employees are obligated to not misuse confidential information
during their employment, return all confidential materials in their possession upon resignation,
and continue to fulfill their confidentiality obligations after leaving the company. We have also
implemented a series of measures to ensure employee compliance with data protection
measures. For example, we require employees to undergo training in data security and pass
relevant assessments. During the Track Record Period, we did not experience any instances of
data leakages or losses.
Human Resources Risk Management
We have in place an employee handbook and a code of conduct which have been
distributed to all of our employees. The handbook contains internal rules and guidelines
regarding anti-corruption, conflicts of interests, confidentiality and intellectual property
protection, work ethics, and fraud prevention mechanisms. We provide employees with regular
training as well as guidance on the requirements contained in the employee handbook.
We have in place an anti-bribery and corruption policy to safeguard against any
corruption within our Company. The policy explains potential bribery and corruption conduct
and our anti-bribery and corruption measures. We make our internal reporting channel open and
available for our employees to report any bribery and corruption acts to the head of internal
audit on an anonymous basis.
BUSINESS
– 403 –


--- page 414 ---
Regulatory Compliance Risk Management
We are subject to evolving regulatory requirements in the PRC, including requirements to
obtain and renew certain licenses, permits, approvals and certificates for our business
operations in different regions. In order to manage our ongoing compliance with the laws and
regulations applicable to our business effectively, we have implemented several internal
control measures. In particular, we designated personnel to regularly monitor changes in laws,
regulations and policies issued by the relevant government authorities in the regions we operate
to ensure we obtain requisite licenses to operate our business and maintain an up-to-date
understanding with the applicable requirements. In addition, we monitor and review the status
of our licenses and permits on a regular basis. We continually improve our internal policies
according to changes in laws, regulations and industry standards, and update our internal
protocols accordingly.
Internal Audit
We have established an Audit Committee, whose primary duties include, among others,
reviewing the adequacy and effectiveness of our accounting and internal control policies and
procedures and any steps taken to monitor and control major financial risk exposures,
reviewing and approving all proposed related party transactions, overseeing the audit process,
and performing other duties and responsibilities assigned by our Board. See “Directors and
Senior Management” for more details regarding members of the Audit Committee. Our audit
committee meets no less frequently than once every fiscal quarter, and meets separately on a
periodic basis with our management team, personnel responsible for our internal audit
function, and our independent directors, and reports to the Board, as necessary.
BUSINESS
– 404 –


--- page 415 ---
You should read the following discussion and analysis in conjunction with the
historical financial information as of and for each of the years ended December 31, 2022,
2023 and 2024, and the six months ended June 30, 2025 and the notes thereto included
in the Accountants’ Report set out in Appendix I to this prospectus which have been
prepared in accordance with IFRS. Our historical results do not necessarily indicate
results expected for any future periods. The following discussion and analysis contain
forward-looking statements that involve risks and uncertainties. Our actual results may
differ from those anticipated in these forward-looking statements as a result of any
number of factors, including those set forth in “Forward-Looking Statements” and “Risk
Factors.” In evaluating our business, you should carefully consider the information
provided in “Risk Factors” in this prospectus.
OVERVIEW
WeRide is a global pioneer in L4 autonomous driving. We have deployed autonomous
driving products and solutions in over 30 cities across 11 countries, including China, the UAE,
Saudi Arabia, Switzerland, France, Singapore and Japan as of the Latest Practicable Date. Our
robotaxi services are among the first in the world to achieve scaled commercial operation in
both China and the Middle East. In 2024, WeRide was ranked as the second largest company
globally in revenue from L4 and above autonomous driving on city roads, capturing a 21.8%
market share, according to CIC.
During the Track Record Period, we generated revenue from (i) the sales of autonomous
driving vehicles, primarily including robobuses, robotaxis, robosweepers and related sensor
suites, (ii) the provision of autonomous driving related operational and technical support
services, and (iii) the provision of other technology services, including ADAS research and
development services, and intelligent data services. Our revenue was RMB527.5 million,
RMB401.8 million, RMB361.1 million (US$50.4 million), RMB150.3 million and RMB199.6
million (US$27.9 million) for the years ended December 31, 2022, 2023 and 2024 and the six
months ended June 30, 2024 and 2025, respectively. Our loss for the year was RMB1,298.5
million and RMB1,949.1 million and RMB2,516.8 million (US$351.3 million) for the years
ended December 31, 2022, 2023 and 2024, respectively. Our loss for the period was RMB881.7
million and RMB791.5 million (US$110.5 million) for the six months ended June 30, 2024 and
2025, respectively.
FINANCIAL INFORMATION
– 405 –


--- page 416 ---
BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with all applicable
IFRS Accounting Standards issued by the IASB. It also requires management to exercise its
judgment in the process of applying our accounting policies. The areas involving a higher
degree of judgment or complexity, or areas where assumptions and estimates are significant to
the historical financial information, are disclosed in Note 3 to the Accountants’ Report
included in Appendix I to this prospectus.
The preparation of the historical financial information in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the application of
policies and reported amounts of assets, liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business, results of operations and financial condition have been, and are expected
to continue to be, affected by a number of factors, some of which are outside of our control.
These factors include, but are not limited to, the following:
Continued Commercialization of Our Autonomous Driving Products and Services
Our business model centers on the commitment to address real world problems. We focus
on driving the adoption of our autonomous driving technology, products and services and we
have delivered consistent growth underpinned by the leadership of our commercialization and
maturity of our products. We are offering a wide range of services and products. In 2022, 2023
and 2024, we offered services and products to 21, 36 and 91 business customers, respectively.
In the six months ended June 30, 2024 and 2025, we offered services and products to 42 and
75 business customers, respectively. We expect to scale up our operations, increase the range
of our product and service offerings and expand our revenue sources in the future.
Our success will depend upon the progression of technological and commercialization
milestones. See “Risk Factors — Risks Related to the Commercialization of Our Products and
Technologies — Autonomous driving technology is an emerging technology, and we face
significant challenges to develop and commercialize our technology. Our technology may not
perform as well as we expect or may take us longer to commercialize than is currently
projected,” and “Risk Factors — Risks Related to the Commercialization of Our Products and
Technologies — Our business model has yet to be tested, and any failure to commercialize our
strategic plans, technologies, products or services would have an adverse effect on our
operating results and business.”
FINANCIAL INFORMATION
– 406 –


--- page 417 ---
Continued Investment In Technology
Technology is at the core of our business. We believe our L4 autonomous driving
technology is among the most advanced and validated in the world.
Our research and development team are critical to the success of our business. We have
focused on attracting and retaining best-in-class talent to solve the greatest difficulties
challenging the autonomous driving industry. We will continue to invest heavily in employee
recruitment and retention to grow our strength in key technologies.
The autonomous driving industry is a promising market and technology is a key
competing factor. Our financial performance will be significantly dependent on our ability to
maintain our technological leadership. As such, we expect to incur substantial and potentially
increasing research and development expenses and to dedicate substantial resources to
improving and refining our technology capabilities. We have not capitalized our expenditure on
our research and development activities incurred for the years ended December 31, 2022, 2023
and 2024 and the six months ended June 30, 2025, primarily because that we believe we are
still facing uncertainties related to development and commercialization of our products and
services, evolving regulatory frameworks and public reception of our innovative technology.
As such, we still cannot demonstrate these activities would generate probable future economic
benefits and our expenditure on these development activities incurred has not met the
capitalization criteria yet. We expect these development activities would start to generate
meaningful future economic benefit between 2026 and 2028.
Economies of Scale and Improvement of Cost and Operational Efficiencies
Operating at a large scale gives us significant advantages in terms of efficiencies and our
financial performance will depend on our ability to achieve such efficiencies.
Our investment in our unified operations platform has helped us achieve a high level of
commonality in software and hardware across our different products. We have the opportunity
to benefit from lower per unit production cost if we operate at scale. Our future performance
will depend on our ability to scale up our operation and increase the volume of our autonomous
driving vehicles.
This operations platform also allows us to apply autonomous driving technology to new
use cases quickly and with greater research and development efficiency. We also expect to
maintain a competitive edge in operational efficiency as we continue to upgrade the unified
operations platform. The operating experience and resources we acquire by launching one use
case in a given geography allows us to expand the scope of our autonomous driving products
and services in the same area with greater operational efficiency, and in turn the overall scale
of our operations.
FINANCIAL INFORMATION
– 407 –


--- page 418 ---
We expect to achieve economies of scale and improve our margin as we ramp up the
deployment and operation of our autonomous driving vehicles and introduce more use cases.
Emergence of competition may negatively impact pricing, margins and market share, but we
believe our commercialization and technological leadership will allow us to maintain favorable
margins and unit economics. Our future performance will depend on our ability to deliver on
these margins and economies of scale.
We remain committed to lowering our operating and production costs across our product
lines, although we expect the absolute amount of our costs and expenses to increase in the near
future as we continue to expand our operations and invest in our technologies, products and
services. We believe such investment has and will continue to strengthen our technological
leadership and translate into higher efficiencies in the long run.
Market Acceptance and Adoption of Autonomous Driving Products and Services
The market for autonomous driving products and services, particularly L4 autonomous
driving products and services, is nascent and fast evolving.
Our business model is primarily supported by a large and expanding addressable market
that we believe is increasingly benefiting from the introduction of autonomous driving
technologies. Our autonomous driving vehicles are expected to present compelling unit
economics as compared with traditional vehicles, particularly because the adoption of
self-driving technologies will reduce labor costs associated with human drivers and extend the
operating hours of each vehicle. Our autonomous driving technology will also help alleviate
any shortage of human drivers. As a result, we have been able to identify participants across
different segments of the transportation industry who have expressed support for our product
and service offerings as viable solutions to the challenges they face.
Although we have managed to generate demand and have received market acceptance for
our products and services to a certain degree, the long-term success of our business model
hinges on the broadscale adoption and support of L4 autonomous driving technology. In
addition, the pace of regulatory development and the time needed to obtain governmental
approvals in different countries and regions for autonomous driving products are critical to our
performance, particularly for deploying and operating our L4 autonomous vehicles overseas.
Delays in securing these critical approvals could dramatically disrupt our revenue generation
timelines and recognition milestones for operational assistance services as we transition from
the testing phase to full-scale commercialization, potentially affecting our market launch and
growth trajectory.
FINANCIAL INFORMATION
– 408 –


--- page 419 ---
Recognition of Share-based Compensation Expenses
We have granted options and other types of awards under our 2018 Share Plan. As of the
Latest Practicable Date, restricted share units and options to purchase a total of 128,923,758
Class A Ordinary Shares had been granted and remain outstanding. For the years ended
December 31, 2022, 2023 and 2024, we recorded RMB325.4 million, RMB931.8 million and
RMB1,187.9 million (US$165.8 million) of share-based compensation expenses in the
consolidated statements of profit or loss. For the six months ended June 30, 2024 and 2025, we
recorded RMB291.9 million and RMB219.5 million (US$30.6 million) of share-based
compensation expenses in the consolidated statements of profit or loss. We may record
substantial share-based compensation expense in the future. See “Risk Factors — Risks
Related to Our General Operations — We have granted options and other types of awards under
our 2018 Share Plan, which will result in a substantial amount of share-based compensation
expenses and may have a significant impact on our results of operations.”
MATERIAL ACCOUNTING POLICIES
We have identified various accounting policies that are material to the preparation of our
financial information, and the understanding of our financial condition and results of
operations. See Note 2 to the Accountants Report in Appendix I to this prospectus for details
regarding our material accounting policies, such as revenue.
Revenue
Income is classified as revenue when it arises from the sale of goods or the provision of
services from contracts with customers.
Revenue is recognized when control over a good or service is transferred to the customer,
at the amount of promised consideration to which we are expected to be entitled, excluding
those amounts collected on behalf of third parties. Revenue excludes value-added tax (“V A T”)
or other sales taxes and is after deduction of any trade discounts.
Control of the goods and services may be transferred over time or at a point in time.
Control of the goods and services is transferred over time if our performance:
 provides the benefits received and consumed simultaneously by the customer;
 creates or enhances an asset that the customer controls as we perform; or
 does not create an asset with an alternative use to us and we have an enforceable
right to payment for performance completed to date.
FINANCIAL INFORMATION
– 409 –


--- page 420 ---
If control of the goods and services transfers over time, revenue is recognized over the
period of the performance by reference to the progress towards complete satisfaction of that
performance obligation. Otherwise, revenue is recognized at a point in time when the customer
obtains control of the goods or services.
Contracts with customers may include multiple performance obligations. For such
arrangements, we allocate the transaction price to each performance obligation based on its
relative standalone selling price. We generally determine standalone selling prices based on the
observable prices charged to customers when We sell that good or service separately. If the
standalone selling price is not directly observable, it is estimated using expected cost plus a
margin or adjusted market assessment approach, depending on the availability of information.
Assumptions and estimations have been made in estimating the standalone selling price, and
changes in those assumptions and estimates may impact the revenue recognition.
A contract asset is our right to consideration in exchange for goods and services that we
have transferred to a customer and that right is conditional on something other than the passage
of time. A receivable is recorded when we have an unconditional right to consideration. A right
to consideration is unconditional if only the passage of time is required before payment of that
consideration is due.
If a customer pays consideration or we have a right to an amount of consideration that is
unconditional, before we transfer a good or service to the customer, we present the contract
liability when the payment is made or a receivable is recorded (whichever is earlier). A contract
liability is our obligation to transfer goods or services to a customer for which we have
received consideration (or an amount of consideration is due) from the customer.
We allow customers return goods only when the goods are defective.
We have taken advantage of the practical expedient and does not adjust the consideration
for the effects of any significant financing component if the expected period of financing is 12
months or less. The contracts with customers generally do not include significant financing
components or variable consideration.
Warranty obligations
We provide customers with a standard warranty of three to five years that covers fixing
of defects and hardware component failures to ensure that the autonomous driving vehicles will
function in accordance with the agreed-upon specifications. We assessed that this standard
warranty is an assurance type warranty. In addition, subject to the product liability related laws
and regulations in the jurisdictions where our products and services are offered, we are obliged
to pay compensation if its products cause harm or damage.
FINANCIAL INFORMATION
– 410 –


--- page 421 ---
We also offer an option to the customers to purchase a warranty for an extended period.
We assessed such extended warranty is a service type warranty and accounts for it as a distinct
performance obligation. Transaction price allocated to the extended warranty is recognized as
revenue over the extended warranty period.
We generate revenue from (i) the sales of autonomous driving vehicles, primarily
including robobuses, robotaxis and robosweepers, and related sensor suites; and (ii) the
provision of autonomous driving related operational and technical support services; and (iii)
the provision of other technology services, including advanced driver-assistance system
(“ADAS”) research and development (R&D) services, and intelligent data services.
Details of our accounting policies for revenue and other income sources are as follows:
(i) Sales of autonomous driving vehicles
We sell autonomous driving vehicles to customers with provision of landing deployment
services to make the autonomous driving vehicles operational on the roads specified by the
customers. Landing deployment services include setting-up vehicles with collected and labeled
maps, performing road testing, adapting cloud service for autonomous functions to make the
autonomous driving vehicles run on specific roads and reach the certain customer-specific
technical metrics and autonomous functions.
We have determined that the autonomous driving vehicles and the landing deployment
services are highly interdependent and should therefore be combined as a single performance
obligation. In this connection, our contractual promise to customers of autonomous driving
vehicles is to sell specialized autonomous driving vehicles that are optimized to provide public
transportation service on specific roads meeting the customers’ specifications. Without the
landing deployment services, autonomous driving vehicles cannot be operated on the specific
roads and reach the required technical metrics and autonomous functions designated by the
customers and we will not be able to fulfil its promise in the contracts. Given that autonomous
driving technology is an emerging technology and is characterized by a significant number of
technical challenges and uncertainties, some of these are customer-specific, the performance
risk of delivering autonomous driving vehicles is inseparable from the completion of the
landing deployment service depending various road conditions and level of consumer
acceptance. Accordingly, the benefit obtained by the customers from the autonomous driving
vehicles is highly dependent on the successful completion of the landing deployment services
by us, and we have combined autonomous driving vehicles and landing deployment services
are accounted for as a single performance obligation. Revenue is recognized at a point in time
when the autonomous driving vehicles have been accepted by the customers upon the
completion of the landing deployment services by us.
We assess that it has obtained control over the vehicles manufactured by its OEM partners
once the vehicles are delivered to and accepted by us. Specifically, from that point of time, we
have the ability to direct the use of the vehicles, including installing our autonomous driving
sensor suites onto the vehicles and then selling the vehicles to another party (i.e. our
FINANCIAL INFORMATION
–4 1 1–


--- page 422 ---
customers) as we decide, and thereby obtaining substantially all of the remaining benefits from
the vehicles via such sales. In addition, the sale of the vehicles and the provision of the landing
deployment services have been combined as a single performance obligation, which means that
we combine the vehicles manufactured by our OEM partners with its landing deployment
service to produce specialized and optimized vehicles that can run on specific roads and reach
the required technical metrics and autonomous functions specified by customers. As such, we
had determined that it is a principal for the sales of autonomous driving vehicles.
We sell sensor suites that combine software and hardware and can be directly applied in
a wide range of vehicles. Revenue from the sales of sensor suites is recognized generally at a
point in time when the products are delivered to and are accepted by customers. Prior to 2023,
when we had a right to repurchase sensor suites from the customer, we did not recognize
revenue until the repurchase right no longer existed, which was generally the point in time
when the customer consumed or resold the products to another party.
(ii) Autonomous driving related operational and technical support services
We provide optional operational assistance services to assist the customers in operating
the autonomous driving vehicles for a specified period after acceptance, extended warranty of
maintenance services and technical support services to enhance the autonomous driving
functions based on the customer’s specifications. These optional services are accounted for as
separate performance obligations. Revenue from the provision of these optional services is
recognized over the service period, which vary from several months to three years, using a
time-elapsed measure of progress.
In some circumstances, we also provide autonomous driving related technical support
services based on customer’s request. Revenue from the provision of technical support services
is recognized over the service period, which generally vary from several months to three years,
using a time-elapsed measure of progress.
(iii) Other technology services
ADAS R&D services
Commencing in 2022, we provides customized ADAS R&D services for automotive
customers based on automotive customers’ specific requirement. Revenue from the provision
of these services for which our performance does not create an asset with an alternative use to
us and we have an enforceable right to payment for performance completed to date, is
recognized over time. Such revenue is recognized by measuring the progress towards complete
satisfaction of the performance obligation using input method, which is based on the proportion
of the costs incurred for the work performed to date relative to the estimated total costs to
complete the contract. Revenue from the provision of these services for which we do not have
an enforceable right to payment for performance completed to date, is recognized at point in
time when we complete such services.
FINANCIAL INFORMATION
– 412 –


--- page 423 ---
Generally, our contracts with its customers do not include any variable consideration. One
exception is for the contract in relation to the ADAS R&D services, under which we are entitled
to royalties from the customer based on the amount of actual sales made by that customer above
a minimum sales threshold. We estimate the amount of royalties using the most likely amount
method and includes the estimated amount in the transaction price to the extent that it is highly
probable that a significant reversal in the amount of cumulative revenue recognized will not
occur when the uncertainty associated with the royalties is subsequently resolved. Based on our
estimate, no revenue has been recognized in relation to such variable consideration for the
years presented due to the uncertainty to achieve the minimum sales threshold. At the end of
each subsequent reporting period, we update the estimate and therefore the transaction price
accordingly.
Intelligent data services
Commencing in 2024, we provide customized intelligent data services for customers
based on their business needs. Revenue from the provision of these services is recognized over
time since the customers simultaneously receive and consume the benefits as we perform. Such
revenue is recognized by measuring the progress towards complete satisfaction of the
performance obligation using either input method or output method, whichever is appropriate.
To some extent, we arrange such services where it assists its customers in finding a
provider to complete such services requested by the customers. We conclude that it acts as an
agent in these transactions as it is not responsible for fulfilling the promise to provide such
services, nor does we have the ability to control the related services. We earn a service fee,
which is the difference between the amount paid by the customers to us and the amount paid
to the service provider by us. Receivables from payments made on behalf of customers
represented the amount paid to service provider in advance by us on behalf of its customers.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our historical financial information in conformity with IFRS requires
the use of certain critical accounting estimates. It also requires our management to exercise its
judgment in the process of applying the accounting policies. The areas involving a higher
degree of judgment or complexity, or areas where assumptions and estimates are significant to
the historical financial information are disclosed in Note 3 to the Accountants Report in
Appendix I to this prospectus.
The critical accounting estimates that we believe to have the most significant impact on
our historical financial information are described below.
Fair Value of Warrant Liabilities
We measure the warrant liabilities at fair value, see Note 2(s) to the Accountants’ Report
in Appendix I to this prospectus. Since there are no quoted prices in an active market, we
establish the fair value of warrant liabilities with the assistance of an independent valuer using
generally accepted valuation techniques. The assumptions adopted by the independent valuer
FINANCIAL INFORMATION
– 413 –


--- page 424 ---
in the valuation models make maximum use of market inputs. However, it should be noted that
some inputs, such as the fair value of our Shares and the estimated probability of the
occurrence of triggering events, require our management’s estimates. We review management’s
estimates and assumptions periodically and adjust them if necessary. Should any of the
estimates and assumptions change, it may lead to a change in the fair value of warrant
liabilities.
Share-based Compensation
We measure the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is estimated
using a model which requires the determination of the appropriate inputs. We have to estimate
the forfeiture rate in order to determine the amount of share-based compensation expenses
charged to the statement of profit or loss. We also have to estimate the vesting periods of the
share awards which are variable and subject to an estimate of when an IPO of our Company
will occur before we completed our U.S. IPO in October 2024. See Note 29 to the Accountants’
Report in Appendix I to this prospectus for the assumptions and models used for estimating the
fair value of share-based compensation.
Fair Value of Our Shares
Prior to completion of our U.S. IPO, we were a private company with no quoted market
prices for our Shares. We therefore made estimates of the fair value of our Shares on various
dates for the following purposes:
 determining the fair value of our share-based compensation to our employees at each
grant date; and
 determining the fair value of our financial liabilities for the warrants at the issuance
date and each period end.
The following table sets forth the fair value of our Shares.
Date of Valuation
Fair Value
Per Share
Discount
Rate DLOM
Exercise Price
of Share
Options
Per Share
(US$)
June 30, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.88 20% 15% 0.55-1.24
December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H11183.42 20% 13% 0.46-1.24
June 30, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.44 20% 11% N/A
December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H11183.46 20% 7% 0.55-1.24
June 30, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.47 20% 4% 1.22
July 26, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.82 20% 4% 0.00-1.22
August 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.82 20% 4% 1.22-1.24
FINANCIAL INFORMATION
– 414 –


--- page 425 ---
We utilized discounted cash flow, or DCF, valuation model to determine the fair value of
our Shares.
With the assistance of an independent valuation firm, we applied an income approach,
specifically a DCF analysis based on our projected cash flows using management’s best
estimates as of the valuation date to determine the fair value of our Shares. The income
approach involves applying appropriate discount rates to estimated cash flows that are based
on earnings forecasts, the major assumptions used in earnings forecasts include revenue growth
rate and the profit margin. However, these fair values are inherently uncertain and highly
subjective. The other assumptions used in calculating the fair value of our Shares using income
approach include:
 Discount Rates . The discount rates listed in the table were based on the weighted
average cost of capital, which was determined based on a number of factors
including risk-free rate, comparative industry risk, equity risk premium, company
size and non-systemic risk factors.
 Discount for Lack of Marketability, or DLOM . DLOM was quantified by the
Black-Scholes option pricing model and Finnerty option model. Under this
option-pricing method, the cost of the put option, which could be used to hedge the
price change before the privately held shares can be sold, was considered as a basis
to determine the DLOM. The key assumptions of such model include risk-free rate,
timing of a liquidity event (such as an initial public offering), and estimated
volatility of our shares. The further the valuation date is from an expected liquidity
event, the higher the put option value and thus the higher the implied DLOM. The
lower DLOM is used for the valuation, the higher is the determined fair value of the
ordinary shares.
The determination of the fair value of our Shares requires complex and subjective
judgments to be made regarding our projected financial and operating results, our unique
business risks, the liquidity of our Shares and our operating history and prospects at the date
of valuation.
The option-pricing method was used to allocate the enterprise’s value to ordinary shares
and convertible redeemable preferred shares. This method treats ordinary shares and
convertible redeemable preferred shares as call options on the enterprise’s value, with exercise
prices based on their respective payoffs upon a liquidity event, such as a sale of our Company,
an initial public offering, or a redemption event, and estimates of risk free rate and the
volatility of our equity securities. The anticipated timing is based on the plans of our Board and
management.
The fair value of our Shares increased from US$2.88 per share as of June 30, 2022 to
US$3.42 per share as of December 31, 2022. This increase was primarily attributable to (i) our
successful completion of Series D+ Preferred Shares financing, which provided us with the
fund needed for our continual expansion, and (ii) decrease of DLOM from 15% to 13% as a
result of major milestones described above and the continual growth of our business which
reduced the risks associated with our cash flow and earnings forecast.
FINANCIAL INFORMATION
– 415 –


--- page 426 ---
The fair value of our Shares increased from US$3.42 per share as of December 31, 2022
to US$3.44 per share as of June 30, 2023. This increase was primarily attributable to decrease
of DLOM from 13% to 11% as a result of the continual growth of our business which reduced
the risks associated with our cash flow and earnings forecast.
The fair value of our Shares remained largely stable from US$3.44 per share as of June
30, 2023 to US$3.46 per share as of December 31, 2023. This slight increase was primarily
attributable to a decrease of DLOM from 11% to 7% as a result of the continual growth of our
business which reduced the risks associated with our cash flow and earnings forecast.
The fair value of our Shares remained stable from US$3.46 per share as of December 31,
2023 to US$3.47 per share as of June 30, 2024. This slight increase was primarily attributable
to a decrease of DLOM from 7% to 4% as a result of the continual growth of our business
which reduced the risks associated with our cash flow and earnings forecast.
The fair value of our Shares increased from US$3.47 per share as of June 30, 2024 to
US$4.82 per share as of July 26, 2024 which is 7% discount on the lower end of our U.S. IPO
price range. This increase is primarily due to the heightened probability of an initial public
offering as a result of our initial public offering plan.
CONSOLIDATED RESULTS OF OPERATIONS
The following table sets forth a summary of our consolidated results of operations for the
years/periods presented, both in absolute amount and as a percentage of our revenue for the
years/periods presented. This information should be read together with our historical financial
information and related notes included in the Accountants’ Report set out in Appendix I in this
prospectus. The results of operations in any period are not necessarily indicative of our future
trends.
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Revenue
Product revenue /H1118/H1118/H1118/H1118337,717 64.0 54,190 13.5 87,710 12,244 24.3 21,045 14.0 69,281 9,671 34.7
Service revenue /H1118/H1118/H1118/H1118189,826 36.0 347,654 86.5 273,424 38,168 75.7 129,253 86.0 130,334 18,194 65.3
Total revenue /H1118/H1118/H1118/H1118/H1118527,543 100.0 401,844 100.0 361,134 50,412 100.0 150,298 100.0 199,615 27,865 100.0
Cost of revenue (1)
Cost of goods sold /H1118/H1118/H1118(192,523) (36.5) (34,138) (8.5) (71,716) (10,011) (19.9) (17,157) (11.4) (35,461) (4,950) (17.8)
Cost of services /H1118/H1118/H1118/H1118(102,475) (19.4) (184,230) (45.8) (178,703) (24,946) (49.5) (78,352) (52.1) (103,095) (14,392) (51.6)
Total cost of revenue /H1118/H1118(294,998) (55.9) (218,368) (54.3) (250,419) (34,957) (69.3) (95,509) (63.5) (138,556) (19,342) (69.4)
FINANCIAL INFORMATION
– 416 –


--- page 427 ---
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118232,545 44.1 183,476 45.7 110,715 15,455 30.7 54,789 36.5 61,059 8,523 30.6
Other net income /H1118/H1118/H1118/H111819,296 3.7 15,750 3.9 16,491 2,302 4.6 7,939 5.3 3,021 422 1.5
Research and development
expenses (1) /H1118/H1118/H1118/H1118/H1118(758,565) (143.8) (1,058,395) (263.4) (1,091,357) (152,348) (302.2) (517,210) (344.2) (644,635) (89,988) (322.9)
Administrative
expenses (1) /H1118/H1118/H1118/H1118/H1118(237,236) (45.0) (625,369) (155.6) (1,138,802) (158,970) (315.3) (208,293) (138.6) (278,942) (38,939) (139.8)
Selling expenses (1) /H1118/H1118/H1118(23,574) (4.5) (41,447) (10.3) (53,566) (7,478) (14.8) (22,784) (15.2) (27,780) (3,878) (13.9)
Impairment loss on
receivables and contract
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,696) (2.2) (40,217) (10.0) (28,664) (4,001) (7.9) (13,424) (8.9) (2,800) (391) (1.4)
Operating loss /H1118/H1118/H1118/H1118/H1118(779,230) (147.7) (1,566,202) (389.7) (2,185,183) (305,040) (605.1) (698,983) (465.1) (890,077) (124,251) (445.9)
Net foreign exchange gain /H1118 20,209 3.8 7,052 1.8 27,880 3,892 7.7 4,659 3.1 5,629 786 2.8
Interest income /H1118/H1118/H1118/H1118/H111836,111 6.8 132,042 32.9 176,902 24,695 49.0 89,294 59.4 74,946 10,462 37.5
Fair value changes of
financial assets at fair
value through profit or
loss (“ FVTPL ”) /H1118/H1118/H1118 7,731 1.5 42,960 10.7 (61,834) (8,632) (17.1) 4,503 3.0 23,154 3,232 11.6
Other finance costs /H1118/H1118/H1118 (4,202) (0.8) (3,490) (0.9) (3,451) (482) (1.0) (1,356) (0.9) (3,292) (460) (1.6)
Inducement charges of
warrants /H1118/H1118/H1118/H1118/H1118/H1118(125,213) (23.7) – – – – – – – – – –
Fair value changes of
financial liabilities
measured at FVTPL /H1118/H1118 25,308 4.8 (4,549) (1.1) – – – – – – – –
Changes in the carrying
amounts of preferred
shares and other
financial instruments
subject to redemption
and other preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118(479,210) (90.8) (554,048) (137.9) (465,254) (64,947) (128.8) (278,226) (185.1) – – –
Loss before taxation /H1118/H1118(1,298,496) (246.1) (1,946,235) (484.2) (2,510,940) (350,514) (695.3) (880,109) (585.6) (789,640) (110,231) (395.6)
Income tax /H1118/H1118/H1118/H1118/H1118/H1118– – (2,866) (0.7) (5,868) (819) (1.6) (1,591) (1.0) (1,877) (262) (0.9)
Loss for the year/period /H1118(1,298,496) (246.1) (1,949,101) (484.9) (2,516,808) (351,333) (696.9) (881,700) (586.6) (791,517) (110,493) (396.5)
FINANCIAL INFORMATION
– 417 –


--- page 428 ---
Note:
(1) Share-based compensation expenses were allocated as follows:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Cost of revenue /H1118/H1118/H1118/H1118– (10,284) (7,161) (1,000) (3,021) – –
Research and
development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(231,000) (440,138) (234,350) (32,714) (150,368) (86,386) (12,059)
Administrative
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(89,978) (465,678) (937,660) (130,892) (133,328) (129,414) (18,065)
Selling expenses /H1118/H1118/H1118/H1118(4,451) (15,684) (8,696) (1,214) (5,183) (3,722) (520)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(325,429) (931,784) (1,187,867) (165,820) (291,900) (219,522) (30,644)
IMPACT OF COVID-19 ON OUR OPERATIONS
During the Track Record Period and up to the Latest Practicable Date, the COVID-19
outbreak had not had a material adverse effect on our business, results of operations and
financial condition.
DESCRIPTION OF KEY COMPONENTS OF RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we generated revenue from (i) the sales of autonomous
driving vehicles, primarily including robobuses, robotaxis, robosweepers and related sensor
suites, (ii) the provision of autonomous driving related operational and technical support
services, and (iii) the provision of other technology services, including ADAS research and
development services, and intelligent data services. We also generated an insignificant amount
of revenue from the offering of robotaxi rides through WeRide Go starting in 2020 and from
the provision of autonomous freight-as-a-service to our customers through our robovans
starting in 2023, each of which was included in service revenue from autonomous driving
related operational and technical support services. In each of 2022, 2023 and 2024, we
generated less than 1.0% of our total revenue from WeRide Go .
FINANCIAL INFORMATION
– 418 –


--- page 429 ---
The following table sets forth the breakdown of our revenue by nature in absolute amount
and as a percentage of our total revenue for the years/periods presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Revenue:
Product revenue (1) /H1118/H1118/H1118/H1118337,717 64.0 54,190 13.5 87,710 12,244 24.3 21,045 14.0 69,281 9,671 34.7
Service revenue (2) /H1118/H1118/H1118/H1118189,826 36.0 347,654 86.5 273,424 38,168 75.7 129,253 86.0 130,334 18,194 65.3
Total Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118527,543 100.0 401,844 100.0 361,134 50,412 100.0 150,298 100.0 199,615 27,865 100.0
Notes:
(1) Represents the sales of our autonomous driving vehicles, mainly including our robobuses, robotaxis and
robosweepers and related sensor suites.
(2) Represents the provision of services, including autonomous driving related operational and technical
support services, ADAS research and development services and intelligent data services.
For the years ended December 31, 2022, 2023 and 2024, our revenue was RMB527.5
million, RMB401.8 million and RMB361.1 million (US$50.4 million), respectively. For the six
months ended June 30, 2024 and 2025, our revenue was RMB150.3 million and RMB199.6
million (US$27.9 million), respectively.
For the years ended December 31, 2022, 2023 and 2024, our product revenue was
RMB337.7 million, RMB54.2 million and RMB87.7 million (US$12.2 million), respectively,
representing 64.0%, 13.5% and 24.3% of our total revenue for the corresponding year. For the
six months ended June 30, 2024 and 2025, our product revenue was RMB21.0 million and
RMB69.3 million (US$9.7 million), respectively, representing 14.0% and 34.7% of our total
revenue for the corresponding period.
For the years ended December 31, 2022, 2023 and 2024, our service revenue was
RMB189.8 million, RMB347.7 million and RMB273.4 million (US$38.2 million),
respectively, representing 36.0%, 86.5% and 75.7% of our total revenue for the corresponding
year. For the six months ended June 30, 2024 and 2025, our service revenue was RMB129.3
million and RMB130.3 million (US$18.2 million), respectively, representing 86.0% and 65.3%
of our total revenue for the corresponding period.
FINANCIAL INFORMATION
– 419 –


--- page 430 ---
The following table sets forth the breakdown of our revenue by categories of products and
solutions, in absolute amounts and as a percentage of our total revenue for the years/periods
presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Sales of robotaxis and
related services (1) /H1118/H1118/H1118/H111843,303 8.2 29,379 7.3 47,832 6,677 13.2 13,357 8.9 62,030 8,659 31.1
Sales of other L4 vehicles
and related services (2) /H1118/H1118/H1118327,041 62.0 110,096 27.4 148,401 20,716 41.1 57,825 38.5 61,902 8,641 31.0
Robobus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118320,240 60.7 94,914 23.6 79,688 11,124 22.1 43,026 28.6 25,152 3,511 12.6
Robosweeper /H1118/H1118/H1118/H1118/H1118/H11186,801 1.3 7,642 1.9 55,320 7,722 15.3 11,536 7.7 33,850 4,725 17.0
Robovan (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,540 1.9 13,393 1,870 3.7 3,263 2.2 2,900 405 1.4
Other technology services /H1118/H1118157,199 29.8 262,369 65.3 164,901 23,019 45.7 79,116 52.6 75,683 10,565 37.9
Other L4 technology
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,681 1.3 35,759 8.9 20,887 2,916 5.8 3,667 2.4 4,087 571 2.0
Other research and
development services /H1118/H1118150,518 28.5 226,610 56.4 144,014 20,103 39.9 75,449 50.2 71,596 9,994 35.9
Total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118527,543 100.0 401,844 100.0 361,134 50,412 100.0 150,298 100.0 199,615 27,865 100.0
Notes:
(1) Represents revenue generated from (i) sales of robotaxis, (ii) recurring fees based on ongoing
operational and technical support services relating to our robotaxis, and (iii) ride-hailing services. All
such revenue is generated from L4 technology.
(2) Represents revenue generated from (i) sales of L4 vehicles, (ii) recurring fees based on ongoing
operational and technical support services relating to L4 vehicles. All such revenue is generated from
our L4 technology.
(3) We collaborated with ZTO Express, or ZTO, to test logistics services using our own fleet of robovans
and generated revenue from such testing in 2023, 2024 and for the six months ended June 30, 2025. For
our strategic partnership with ZTO, see “Business — Our Products and Solutions — Robovan —
Business Model.” In addition, we sold robovans to a client other than ZTO in 2024.
During the Track Record Period, revenue from L4 technology was RMB377.0 million,
RMB175.2 million, RMB217.1 million (US$30.3 million), RMB74.8 million and RMB128.0
million (US$17.9 million), for the years ended December 31, 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025, respectively, representing 71.5%, 43.6%, 60.1%, 49.8%
and 64.1% of our total revenue for the corresponding year/period.
FINANCIAL INFORMATION
– 420 –


--- page 431 ---
Revenue from sales of robotaxis and related services decreased from RMB43.3 million in
2022 to RMB29.4 million in 2023 primarily due to decrease in the sales of robotaxi from 11
units in 2022 to three units in 2023, mainly as a result of a challenging macroeconomic
environment, under which many potential business partners prioritized their budgets for other
investment areas. Revenue from robotaxis and related services increased from RMB29.4
million in 2023 to RMB47.8 million in 2024, primarily due to an increase in the sales of
robotaxi. Revenue from robotaxis and related services increased from RMB13.4 million in the
six months ended June 30, 2024 to RMB62.0 million (US$8.7 million) in the six months ended
June 30, 2025, primarily due to an increase in the sales of robotaxi.
We are in the early stage of commercialization. As we continue to make headways in the
commercialization of our autonomous technologies, the composition of our revenue and the
relative weight of our revenue items may change. For instance, our latest generation of
robotaxis, GXR, have entered commercial production and public services in 2024 and we are
actively scaling deployments in 2025. We expect that our revenue from the robotaxi business
will increase accordingly after the achievement of these commercialization milestones.
The following table sets forth the number of vehicles sold by vehicle type during the
Track Record Period. The decreases in sales of robotaxis, robobuses, and robosweepers in 2023
were mainly due to a challenging macroeconomic environment. Based on our communication
with our potential business partners, we had an understanding that they prioritized their
budgets in 2023 for investment in other fields. Many of our existing clients resumed their
investment in autonomous driving, resulting in increases in sales of robobuses and
robosweepers in 2024. See “Business — Business Sustainability” for more details.
For the Y ear Ended December 31,
For the Six Months
Ended June 30,
2022 2023 2024 2024 2025
Sales of robotaxis /H1118/H1118/H1118/H1118/H1118/H111811 3 18 – 46
Sales of robobuses /H1118/H1118/H1118/H1118/H111890 19 14 9 2
Sales of robosweepers /H1118/H1118 2– 4 94 2 4
Sales of robovans /H1118/H1118/H1118/H1118/H1118/H1118–– 1 0––
Cost of Revenue
During the Track Record Period, our cost of revenue primarily consisted of cost of goods
sold and cost of services. Our cost of goods sold represents the cost of inventories associated
with the sales of our autonomous driving vehicles. Our cost of services mainly comprises
payroll and employee benefits for the provision of L4 autonomous driving and ADAS services.
FINANCIAL INFORMATION
– 421 –


--- page 432 ---
The following tables set forth the breakdown of our cost of revenue by nature in absolute
amount and as a percentage of our total cost of revenue for the years/periods presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Cost of revenue:
Cost of goods sold /H1118/H1118/H1118/H1118(192,523) 65.3 (34,138) 15.6 (71,716) (10,011) 28.6 (17,157) 18.0 (35,461) (4,950) 25.6
Cost of services /H1118/H1118/H1118/H1118/H1118(102,475) 34.7 (184,230) 84.4 (178,703) (24,946) 71.4 (78,352) 82.0 (103,095) (14,392) 74.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(294,998) 100.0 (218,368) 100.0 (250,419) (34,957) 100.0 (95,509) 100.0 (138,556) (19,342) 100.0
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Cost of revenue:
Payroll and employee
benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,529) 23.2 (80,687) 37.0 (86,923) (12,134) 34.7 (29,452) 30.8 (61,175) (8,540) 44.2
Share-based compensation /H1118 – – (10,284) 4.7 (7,161) (1,000) 2.9 (3,021) 3.2 – – 0.0
Cost of goods sold /H1118/H1118/H1118/H1118/H1118(192,523) 65.3 (34,138) 15.6 (71,716) (10,011) 28.6 (17,157) 18.0 (35,461) (4,950) 25.6
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,794) 0.9 (3,434) 1.6 (4,381) (612) 1.7 (2,158) 2.3 (3,976) (555) 2.9
Service fee from a related
party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,175) 4.5 (50,743) 23.2 (21,133) (2,950) 8.4 (24,861) 26.0 (2,397) (335) 1.7
Outsourcing service fee /H1118/H1118/H1118(6,912) 2.3 (10,596) 4.9 (25,899) (3,615) 10.3 (9,163) 9.6 (17,926) (2,502) 12.9
Utilities and property
management fee /H1118/H1118/H1118/H1118/H1118– – (54) 0.0 (3,254) (454) 1.3 (1,421) 1.5 (935) (131) 0.7
V ehicle related costs (1) /H1118/H1118/H1118(4,767) 1.6 (11,991) 5.5 (9,411) (1,314) 3.8 (2,232) 2.3 (6,953) (971) 5.0
Platform service fees (2) /H1118/H1118/H1118 – – (6,550) 3.0 (14,444) (2,016) 5.8 (2,382) 2.5 (1,610) (225) 1.2
Travel expenses /H1118/H1118/H1118/H1118/H1118/H1118(2,585) 0.9 (2,145) 1.0 (2,131) (297) 0.9 (664) 0.7 (2,067) (289) 1.5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,713) 1.3 (7,746) 3.5 (3,966) (554) 1.6 (2,998) 3.1 (6,056) (844) 4.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(294,998) 100.0 (218,368) 100.0 (250,419) (34,957) 100.0 (95,509) 100.0 (138,556) (19,342) 100.0
Notes:
(1) V ehicle related costs include warranty for vehicle, vehicle insurance, electricity charges and other direct
expenses incurred from vehicle operations.
(2) Platform service fees include logistics platform fee and cloud platform service fee.
FINANCIAL INFORMATION
– 422 –


--- page 433 ---
For the years ended December 31, 2022, 2023 and 2024, our cost of revenue was
RMB295.0 million, RMB218.4 million and RMB250.4 million (US$35.0 million),
respectively. For the six months ended June 30, 2024 and 2025, our cost of revenue was
RMB95.5 million and RMB138.6 million (US$19.3 million), respectively.
For the years ended December 31, 2022, 2023 and 2024, our cost of goods sold was
RMB192.5 million, RMB34.1 million and RMB71.7 million (US$10.0 million), respectively,
representing 65.3%, 15.6% and 28.6% of the total cost of revenue for the corresponding year.
For the six months ended June 30, 2024 and 2025, our cost of goods sold was RMB17.2 million
and RMB35.5 million (US$5.0 million), respectively, representing 18.0% and 25.6% of the
total cost of goods sold for the corresponding period. The decrease from 2022 to 2023 was
primarily as a result of the decrease in the sales of our robobuses. The increase in cost of goods
sold from 2023 to 2024 was in line with revenue growth for the year ended December 31, 2024.
The increase in cost of goods sold from the six months ended June 30, 2024 to the same period
in 2025 was primarily because the increase of product revenue.
For the years ended December 31, 2022, 2023 and 2024, our cost of services was
RMB102.5 million, RMB184.2 million and RMB178.7 million (US$24.9 million),
respectively, representing 34.7%, 84.4% and 71.4% of total cost of revenue for the
corresponding year. For the six months ended June 30, 2024 and 2025, our cost of services was
RMB78.4 million and RMB103.1 million (US$14.4 million), representing 82.0% and 74.4% of
total cost of revenue for the corresponding period. The increase from 2022 to 2023 was
primarily due to the increased personal-related expenses associated with the customized
research and development services we provided to Bosch. The decrease from 2023 to 2024 was
primarily due to a decrease in service fee for ADAS research and development services from
RMB139.6 million in 2023 to RMB71.2 million (US$9.9 million) in 2024 as services for Bosch
was completed during the third quarter of 2024, paralleling the decrease in our service revenue,
partially offset by (i) an increase of RMB44.5 million personnel-related expenses in intelligent
data service commenced in 2024, and (ii) an increase of RMB18.4 million in operational and
technical supporting services. The increase from the six months ended June 30, 2024 to the
same period in 2025 was primarily due to an increase of RMB54.3 million (US$7.6 million)
in costs for intelligent data services and an increase of RMB13.4 million (US$1.9 million) in
costs in operational and technical support services, partially offset by a decrease of RMB43.0
million (US$6.0 million) in cost of ADAS research and development services which was
completed in the third quarter of 2024.
We expect our cost of revenue to increase in absolute amounts in the foreseeable future
as we continue to commercialize our technologies and given the projected growth in the sales
of our products and services. As is with the case of our revenue composition, our cost structure
may also change as our product and service portfolio continues to expand and evolve.
FINANCIAL INFORMATION
– 423 –


--- page 434 ---
Gross Profit and Gross Margin
For the years ended December 31, 2022, 2023 and 2024, our gross profit was RMB232.5
million, RMB183.5 million and RMB110.7 million (US$15.5 million), respectively, and our
gross margin, which represents the proportion of revenues that exceeds cost of revenues, was
44.1%, 45.7% and 30.7%, respectively. For the six months ended June 30, 2024 and 2025, our
gross profit was RMB54.8 million and RMB61.1 million (US$8.5 million), respectively, and
our gross margin was 36.5% and 30.6%, respectively. The decrease from 2023 to 2024 was
primarily because of (i) the fluctuation of revenue mix with more products of lower profit
margin, such as robosweepers and robobuses, (ii) the sales strategy we adopted in 2024
involving certain pricing adjustments we made based on factors such as inventory positions and
order volumes, (iii) the increased labor resources and cloud service fees for delivering ADAS
research and development services to Bosch, and (iv) relatively low profit margin from our
enlarged intelligent data services which commenced in 2024. The decrease from the six months
ended June 30, 2024 to the six months ended June 30, 2025 was primarily due to (i) the
customized R&D services for Bosch with higher margin had been completed in late 2024 and
(ii) revenue from intelligent data service with relatively low margin increased in first half of
2025.
The following table sets forth our gross profit and gross margin for the years/periods
presented:
For the Y ear Ended December 31,
For the Six Months Ended
June 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
margin
Gross
Profit
Gross
margin
Gross
Profit
Gross
Profit
Gross
margin
Gross
Profit
Gross
margin
Gross
Profit
Gross
Profit
Gross
margin
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Products /H1118145,194 43.0 20,052 37.0 15,994 2,233 18.2 3,888 18.5 33,820 4,721 48.8
Services /H1118/H111887,351 46.0 163,424 47.0 94,721 13,222 34.6 50,901 39.4 27,239 3,802 20.9
Total /H1118/H1118/H1118232,545 44.1 183,476 45.7 110,715 15,455 30.7 54,789 36.5 61,059 8,523 30.6
For the years ended December 31, 2022, 2023 and 2024, our gross profit for products was
RMB145.2 million, RMB20.1 million and RMB16.0 million (US$2.2 million), respectively,
representing a gross margin of 43.0%, 37.0% and 18.2% for the corresponding year. The
decrease from 2022 to 2023 was primarily as a result of the decrease in the sales of our
robobuses. The decrease in gross margin from 2023 to 2024 was primarily due to the
fluctuation of revenue mix with more products of lower profit margin, such as robosweepers
and robobuses sold in 2024 and because we adopted a more competitive sales strategy in 2024
with lower prices. For the six months ended June 30, 2024 and 2025, our gross profit for
products was RMB3.9 million and RMB33.8 million (US$4.7 million), respectively,
representing a gross margin of 18.5% and 48.8% for the corresponding period. The increase in
FINANCIAL INFORMATION
– 424 –


--- page 435 ---
margin from product sales from the six months ended June 30, 2024 to the six months ended
June 30, 2025 was primarily due to a write-down of the carrying amounts of certain long-aging
robosweepers recorded in the first half of 2024, whereas no such write-down was recognized
in the first half of 2025, as we did not notice a further decrease in the expected selling price
as of June 30, 2025, compared with the expected selling price in late 2024.
For the years ended December 31, 2022, 2023 and 2024, our gross profit for services was
RMB87.4 million, RMB163.4 million and RMB94.7 million (US$13.2 million), respectively,
representing a gross margin of 46.0%, 47.0% and 34.6% for the corresponding year. The
increase from 2022 to 2023 was primarily due to an increase in ADAS research and
development service revenue as well as an increase in the provision of operational and
technical support services for robobuses, robotaxis and robosweepers. The decrease from 2023
to 2024 was primarily due to the increased labor resources and cloud service fees for delivering
ADAS research and development services to Bosch in 2024. For the six months ended June 30,
2024 and 2025, our gross profit for services was RMB50.9 million and RMB27.2 million
(US$3.8 million), respectively, representing a gross margin of 39.4% and 20.9% for the the
corresponding period. The decrease from the six months ended June 30, 2024 to the six months
ended June 30, 2024 was primarily due to (i) the customized R&D services for Bosch with
higher margin had been completed in late 2024 and (ii) revenue from intelligent data service
with relatively low margin increased in first half of 2025.
Operating Expenses
During the Track Record Period, our operating expenses primarily consisted of research
and development expenses, administrative expenses and selling expenses. The following table
sets forth our operating expenses and as a percentage of our revenue for the years/periods
presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Operating Expenses:
Research and
development
expenses /H1118/H1118/H1118/H1118/H1118(758,565) 143.8 (1,058,395) 263.4 (1,091,357) (152,348) 302.2 (517,210) 344.2 (644,635) (89,988) 322.9
Administrative
expenses /H1118/H1118/H1118/H1118/H1118(237,236) 45.0 (625,369) 155.6 (1,138,802) (158,970) 315.3 (208,293) 138.6 (278,942) (38,939) 139.8
Selling expenses /H1118/H1118(23,574) 4.5 (41,447) 10.3 (53,566) (7,478) 14.8 (22,784) 15.2 (27,780) (3,878) 13.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,019,375) 193.3 (1,725,211) 429.3 (2,283,725) (318,796) 632.3 (748,287) 498.0 (951,357) (132,805) 476.6
FINANCIAL INFORMATION
– 425 –


--- page 436 ---
Research and Development Expenses
During the Track Record Period, our research and development expenses primarily
consisted of (i) payroll and employee benefits, (ii) share-based compensation, (iii) depreciation
and amortization, (iv) professional services fee, (v) service fee from a related party, (vi)
outsourcing service fee, (vii) utilities and property management fee and (viii) others. For the
years ended December 31, 2022, 2023 and 2024, our research and development expenses were
RMB758.6 million, RMB1,058.4 million and RMB1,091.4 million (US$152.4 million),
respectively. For the six months ended June 30, 2024 and 2025, our research and development
expenses were RMB517.2 million and RMB644.6 million (US$90.0 million), respectively.
During the Track Record Period, we did not capitalize R&D expenses nor allocate them by
products or services. The following table sets forth a breakdown of our research and
development expenses by nature in absolute amount and as a percentage of our total research
and development expenses for the years/periods presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Payroll and employee
benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,939) 44.3 (390,471) 36.9 (551,581) (76,998) 50.5 (238,696) 46.2 (344,667) (48,114) 53.5
Share-based
compensation /H1118/H1118/H1118/H1118(231,000) 30.5 (440,138) 41.6 (234,350) (32,714) 21.5 (150,368) 29.1 (86,386) (12,059) 13.4
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118(66,025) 8.7 (67,839) 6.4 (76,709) (10,708) 7.0 (36,553) 7.1 (56,342) (7,865) 8.7
Professional services
fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,805) 3.0 (13,441) 1.3 (57,578) (8,038) 5.3 (5,791) 1.1 (35,227) (4,917) 5.5
Service fee from a
related party /H1118/H1118/H1118/H1118/H1118(20,756) 2.7 (60,789) 5.7 (68,922) (9,621) 6.3 (40,696) 7.9 (29,982) (4,185) 4.7
Outsourcing service fee /H1118(19,109) 2.5 (29,415) 2.8 (36,929) (5,155) 3.4 (15,268) 3.0 (41,511) (5,795) 6.4
Utilities and property
management fee /H1118/H1118/H1118(15,023) 2.0 (16,127) 1.5 (17,431) (2,433) 1.6 (7,028) 1.4 (12,096) (1,689) 1.9
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(47,908) 6.3 (40,175) 3.8 (47,857) (6,681) 4.4 (22,810) 4.2 (38,424) (5,364) 5.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(758,565) 100.0 (1,058,395) 100.0 (1,091,357) (152,348) 100.0 (517,210) 100.0 (644,635) (89,988) 100.0
We expect our research and development expenses to increase as we continue to focus on
the testing and commercialization of our autonomous driving technology, expand our R&D
team and invest more resources to improve our technological capabilities.
FINANCIAL INFORMATION
– 426 –


--- page 437 ---
Administrative Expenses
During the Track Record Period, our administrative expenses primarily consisted of
payroll and employee benefits, professional service fees and other general corporate expenses.
For the years ended December 31, 2022, 2023 and 2024, our administrative expenses were
RMB237.2 million, RMB625.4 million and RMB1,138.8 million (US$159.0 million),
respectively. For the six months ended June 30, 2024 and 2025, our administrative expenses
were RMB208.3 million and RMB278.9 million (US$38.9 million), respectively. The
following table sets forth a breakdown of our administrative expenses by nature in absolute
amount and as a percentage of our total administrative expenses for the years/periods
presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Payroll and employee
benefits /H1118/H1118/H1118/H1118/H1118/H1118(62,427) 26.3 (76,678) 12.3 (100,502) (14,030) 8.8 (42,050) 20.2 (54,213) (7,568) 19.4
Share-based
compensation /H1118/H1118/H1118/H1118(89,978) 37.9 (465,678) 74.5 (937,660) (130,892) 82.4 (133,328) 64.0 (129,414) (18,065) 46.4
Depreciation and
amortization /H1118/H1118/H1118/H1118(17,036) 7.2 (16,906) 2.7 (18,479) (2,580) 1.6 (9,606) 4.6 (11,634) (1,624) 4.2
Professional services
fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(33,647) 14.2 (32,989) 5.3 (49,013) (6,842) 4.3 (11,267) 5.4 (66,420) (9,272) 23.8
Outsourcing service
fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,813) 0.8 (2,413) 0.4 (1,527) (213) 0.1 (626) 0.3 (636) (89) 0.2
Utilities and property
management fee /H1118/H1118/H1118(22,739) 9.6 (14,605) 2.3 (13,740) (1,918) 1.2 (5,034) 2.4 (10,788) (1,506) 3.9
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,596) 4.0 (16,100) 2.5 (17,881) (2,495) 1.6 (6,382) 3.1 (5,837) (815) 2.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(237,236) 100.0 (625,369) 100.0 (1,138,802) (158,970) 100.0 (208,293) 100.0 (278,942) (38,939) 100.0
We expect that our administrative expenses will increase in absolute amounts in the
foreseeable future, as we have become a public company, hire additional personnel and incur
additional expenses related to the anticipated growth of our business and our operation. On the
other hand, we expect a reduction of the weight of our administrative expenses as a percentage
of our revenue over the long term due to our efforts to increase operational efficiency.
FINANCIAL INFORMATION
– 427 –


--- page 438 ---
Selling Expenses
During the Track Record Period, our selling expenses primarily consisted of personnel-
related expenses associated with our sales and marketing personnel. For the years ended
December 31, 2022, 2023 and 2024, our selling expenses were RMB23.6 million, RMB41.4
million and RMB53.6 million (US$7.5 million), respectively. For the six months ended June
30, 2024 and 2025, our selling expenses were RMB22.8 million and RMB27.8 million (US$3.9
million), respectively. The following table sets forth a breakdown of our selling expenses by
nature in absolute amount and as a percentage of our total selling expenses for the
years/periods presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB US$ % RMB % RMB US$ %
(in thousands, except for percentages)
(unaudited)
Payroll and employee
benefits /H1118/H1118/H1118/H1118/H1118/H1118(10,032) 42.6 (17,839) 43.0 (26,850) (3,748) 50.1 (11,915) 52.3 (13,576) (1,895) 48.9
Share-based
compensation /H1118/H1118/H1118(4,451) 18.9 (15,684) 37.8 (8,696) (1,214) 16.2 (5,183) 22.7 (3,722) (520) 13.4
Depreciation and
amortization /H1118/H1118/H1118/H1118(697) 3.0 (1,431) 3.5 (1,562) (218) 2.9 (567) 2.5 (1,075) (150) 3.9
Professional services
fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,702) 15.7 (488) 1.2 (587) (82) 1.1 (139) 0.6 (1,077) (150) 3.9
Outsourcing service
fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (815) 2.0 (3,083) (430) 5.8 (1,132) 5.0 (1,661) (232) 6.0
Utilities and property
management fee /H1118/H1118 (448) 1.9 (1,192) 2.9 (1,273) (178) 2.4 (559) 2.5 (1,004) (140) 3.6
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,244) 17.9 (3,998) 9.6 (11,515) (1,608) 21.5 (3,289) 14.4 (5,665) (791) 20.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,574) 100.0 (41,447) 100.0 (53,566) (7,478) 100.0 (22,784) 100.0 (27,780) (3,878) 100.0
We expect our selling expenses to increase in absolute amount in the foreseeable future,
as we continue to expand our sales network, build brand awareness and inform market
participants of the benefits of our autonomous driving products and services. We expect our
selling expenses to decrease as a percentage of revenue over the long term as we continue to
increase our operational efficiency.
Other Net Income
During the Track Record Period, our other net income primarily consisted of (i)
government grants, and (ii) net (loss)/gain on disposal of non-current assets. For the years
ended December 31, 2022, 2023 and 2024, our other net income was RMB19.3 million,
RMB15.8 million and RMB16.5 million (US$2.3 million), respectively. For the six months
ended June 30, 2024 and 2025, our other net income was RMB7.9 million and RMB3.0 million
(US$0.4 million), respectively.
FINANCIAL INFORMATION
– 428 –


--- page 439 ---
Government grants mainly represent the subsidies granted by the local governments to
support our research and development. There were no unfulfilled conditions or contingencies
attached to these government grants recognized as other net income during the Track Record
Period. The following table sets forth a breakdown of our other net income in absolute amount
for the years/periods presented:
For the Y ear Ended December 31, For the Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H111819,658 14,399 14,132 1,973 6,904 450 63
Net (loss)/gain on disposal of
non-current assets /H1118/H1118/H1118/H1118/H1118/H1118(950) (1,087) 1,013 141 – (109) (15)
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588 2,438 1,346 188 1,035 2,680 374
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,296 15,750 16,491 2,302 7,939 3,021 422
Note:
(1) Others mainly include (i) litigation and mediation settlements and (ii) insurance claims.
Net Foreign Exchange Gain
This represents gain arising from the sales and purchases which give rise to receivables,
payables and cash balances that are denominated in a foreign currency, i.e. a currency other
than the functional currency of the operations to which the transactions relate.
We recorded net foreign exchange gain of RMB20.2 million, RMB7.1 million and
RMB27.9 million (US$3.9 million) for the years ended December 31, 2022, 2023 and 2024,
respectively, and RMB4.7 million and RMB5.6 million (US$0.8 million) for the six months
ended June 30, 2024 and 2025, respectively.
Interest Income
During the Track Record Period, interest income represents earnings generated from bank
deposits. For the years ended December 31, 2022, 2023 and 2024, our interest income was
RMB36.1 million, RMB132.0 million and RMB176.9 million (US$24.7 million), respectively,
and RMB89.3 million and RMB74.9 million (US$10.5 million) for the six months ended June
30, 2024 and 2025, respectively.
FINANCIAL INFORMATION
– 429 –


--- page 440 ---
Other Finance Costs
During the Track Record Period, our other finance costs consisted of (i) interest on lease
liabilities, (ii) changes in the carrying amount of put option liabilities and (iii) interest on
long-term bank loan.
The following table sets forth the breakdown of our other finance costs for the
years/periods presented:
For the Y ear Ended December 31,
For the Six Months Ended
June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Interest on lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11183,574 2,853 2,276 318 1,034 1,660 233
Changes in the
carrying amount
of put option
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118628 637 650 91 322 325 45
Interest on bank
loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 525 73 – 1,307 182
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,202 3,490 3,451 482 1,356 3,292 460
For the years ended December 31, 2022, 2023 and 2024, our other finance costs were
RMB4.2 million, RMB3.5 million and RMB3.5 million (US$0.5 million), respectively. For the
six months ended June 30, 2024 and 2025, our other finance costs were RMB1.4 million and
RMB3.3 million (US$0.5 million), respectively.
Inducement Charges of Warrants
Our inducement charges of warrants represent the initial fair value of certain warrants
issued to our investors at no additional consideration in 2022, which was RMB125.2 million
for the year ended December 31, 2022. Under the relevant warrants, such investors had the
right to subscribe for more preferred shares at a predetermined price during a specific period.
Fair value changes of financial liabilities measured at FVTPL
Our fair value changes of financial liabilities measured at FVTPL consist of warrants
liabilities.
FINANCIAL INFORMATION
– 430 –


--- page 441 ---
For the years ended December 31, 2022 and 2023, our fair value changes of financial
liabilities measured at FVTPL were gain of RMB25.3 million and loss of RMB4.5 million,
respectively. For the year ended December 31, 2024 and the six months ended June 30, 2024
and 2025, there were no fair value changes of financial liabilities measured at FVTPL because
the relative financial liabilities had been derecognized as of December 31, 2023.
Changes in the Carrying Amounts of Preferred Shares and Other Financial Instruments
subject to Redemption and Other Preferential Rights
Changes in the carrying amounts of preferred shares and other financial instruments
subject to redemption and other preferential rights represent the changes of the present value
of the redemption amount that could be triggered by the contingent redemption events.
For the years ended December 31, 2022, 2023 and 2024, our changes in the carrying
amounts of preferred shares and other financial instruments subject to redemption and other
preferential rights were RMB479.2 million, RMB554.0 million and RMB465.3 million
(US$65.0 million), respectively. Our changes in the carrying amounts of preferred shares and
other financial instruments subject to redemption and other preferential rights was RMB278.2
million for the six months ended June 30, 2024. There were no such changes in the carrying
amounts of preferred shares and other financial instruments subject to redemption and other
preferential rights for the six months ended June 30, 2025 because the convertible preferred
shares liabilities were converted to equity after our U.S. IPO was completed in October 2024
and therefore we had no such redemption liabilities as of December 31, 2024 and June 30,
2025.
Taxation
For the years ended December 31, 2023 and 2024, our income tax expense was RMB2.9
million and RMB5.9 million (US$0.8 million), respectively. We had no such income tax
expense for the year ended December 31, 2022. For the six months ended June 30, 2024 and
2025, our income tax expense was RMB1.6 million and RMB1.9 million (US$0.3 million),
respectively.
Cayman Islands
We are incorporated in the Cayman Islands. The Cayman Islands currently has no form
of income, corporate or capital gains tax. There are no other taxes likely to be material to us
levied by the government of the Cayman Islands except for stamp duties, which may be
applicable on instruments executed in, or brought within the jurisdiction of, the Cayman
Islands.
Hong Kong
Our subsidiary in Hong Kong is subject to an income tax rate of 16.5% on any part of
assessable profits over HK$2,000,000 and 8.25% for assessable profits below HK$2,000,000.
Additionally, payments of dividends by our subsidiary in Hong Kong to our Company are not
subject to any Hong Kong withholding tax.
FINANCIAL INFORMATION
– 431 –


--- page 442 ---
United States
Under the United States Internal Revenue Code, our subsidiary established in the U.S. is
subject to a unified federal corporate income tax rate of 21% and California state income and
franchise tax of 8.84%.
PRC
Under the EIT Law, effective from January 1, 2008, which was most recently amended on
December 29, 2018, a statutory enterprise income tax rate of 25% is applicable to foreign
investment enterprises and domestic companies, subject to preferential tax treatments available
to qualified enterprises in certain encouraged sectors of the economy. Enterprises that qualify
as “high and new technology enterprises” are entitled to a preferential rate of 15% subject to
renewal every three years.
Wenyuan Guangzhou and Wenyuan Jingxing were certified as “high and new technology
enterprise” and were therefore entitled to a preferential tax rate of 15% rather than the statutory
enterprise income tax rate of 25% from 2022 to 2024 and from 2024 to 2026. Wenyuan
Guangzhou is re-applying for the certificate of “high and new technology enterprise” since the
prior certificate will be expired at the end of 2025. All of our other mainland China subsidiaries
were subject to enterprise income tax at a rate of 25% for the years ended December 31, 2022,
2023 and 2024 and the six months ended June 30, 2025.
We are subject to value added tax, at rates from 3% to 13% on the services we provide,
less any deductible V A T we have already paid or borne. We are also subject to surcharges on
V A T payments in accordance with PRC law.
Pursuant to the EIT Law, a 10% withholding tax is levied on dividends declared to foreign
investors from mainland China, effective from January 1, 2008, unless any such foreign
investor’s jurisdiction of incorporation has a tax treaty or similar agreement with mainland
China that provides for a different withholding arrangement. Dividends paid by our wholly
foreign-owned subsidiary in mainland China to our intermediary holding company in Hong
Kong will be subject to a withholding tax rate of 10%.
Notwithstanding the foregoing, if our holding company in the Cayman Islands or any of
our subsidiaries outside of mainland China were deemed to be a “resident enterprise” under the
EIT Law and its implementation rules, it would be subject to enterprise income tax on its
worldwide income at a rate of 25%. See “Risk Factors — Risks Related to Doing Business in
Mainland China — If we are classified as a PRC resident enterprise for PRC income tax
purposes, such classification could result in unfavorable tax consequences to us and our
non-PRC Shareholders or ADS holders.”
During the Track Record Period and up to the Latest Practicable Date, we had no disputes
or unresolved tax issues with relevant tax authorities.
FINANCIAL INFORMATION
– 432 –


--- page 443 ---
DISCUSSION OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenue
Our revenue increased by 32.8% from RMB150.3 million for the six months ended June
30, 2024 to RMB199.6 million (US$27.9 million) for the six months ended June 30, 2025.
Our product revenue increased by 230.0% from RMB21.0 million for the six months
ended June 30, 2024 to RMB69.3 million (US$9.7 million) for the six months ended June 30,
2025. The increase was primarily attributable to an increase in the sales of robotaxis and
robosweepers, partially offset by a decrease in the sales of robobuses.
We experience fluctuation in the sales of our autonomous driving products as we and our
industry are still in the early stage of commercialization. The number of autonomous driving
vehicles sold is hence relatively small and sensitive to the customers’ orders we need to fulfill
in the respective years. The orders from our customers generally depend on the evaluation,
development and deployment of their autonomous driving projects, which may be subject to
changes. The following table sets forth our product sales in the periods presented:
Six Months Ended June 30,
2024 2025
Sales of robotaxis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4 6
Sales of robobuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892
Sales of robosweepers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842 4
Sales of robovans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Our service revenue slightly increased from RMB129.3 million for the six months ended
June 30, 2024 to RMB130.3 million (US$18.2 million) for the six months ended June 30, 2025.
The increase was primarily due to an increase of RMB61.8 million in revenue from intelligent
data services which commenced in the second half of 2024 and an increase of RMB4.5 million
from autonomous driving related operational and technical support services, partially offset by
a decrease of RMB65.3 million in revenue from ADAS research and development services as
the customized R&D services for Bosch had been completed in the third quarter of 2024.
FINANCIAL INFORMATION
– 433 –


--- page 444 ---
Cost of Revenue
Our cost of goods sold increased from RMB17.2 million for the six months ended June
30, 2024 to RMB35.5 million (US5.0 million) for the six months ended June 30, 2025,
primarily as a result of product revenue increase.
Our cost of services increased by 31.5% from RMB78.4 million for the six months ended
June 30, 2024 to RMB103.1 million (US$14.4 million) for the six months ended June 30, 2025,
primarily due to an increase of RMB54.3 million (US$7.6 million) in costs for intelligent data
services and an increase of RMB13.4 million (US$1.9 million) in costs in operational and
technical support services, partially offset by a decrease of RMB43.0 million (US$6.0 million)
in cost of ADAS research and development services which was completed in the third quarter
of 2024.
Gross Profit and Gross Margin
Gross profit increased by 11.5% from RMB54.8 million for the six months ended June 30,
2024 to RMB61.1 million (US$8.5 million) for the six months ended June 30, 2025. The
increase of gross profit was mainly resulted from the increase in gross profits from product
sales, partially offset by the decrease of gross profits from ADAS research and development
services. The gross margin decreased from 36.5% for the six months ended June 30, 2024 to
30.6% for the six months ended June 30, 2025. The decrease of the gross margin was primarily
due to (i) the customized R&D services for Bosch with higher margin had been completed in
late 2024 and (ii) revenue from intelligent data service with relatively low margin increased in
first half of 2025.
The following table illustrates gross margin of certain products and services in the periods
presented:
Six Months Ended June 30,
2024 2025
Sales of robotaxis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879% 53%
Sales of robobuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829% 27%
Sales of robosweepers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 47%
Sales of robovans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A
Operational and technical support services /H1118/H1118/H1118/H1118/H1118/H111843% 23%
Other technology service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837% 19%
FINANCIAL INFORMATION
– 434 –


--- page 445 ---
Research and Development Expenses
Our research and development expenses increased by 24.6% from RMB517.2 million for
the six months ended June 30, 2024 to RMB644.6 million (US$90.0 million) for the six months
ended June 30, 2025, mainly due to (i) an increase of RMB106.0 million (US$14.8 million) in
personnel-related expenses driven by headcount increase and average salary increase, (ii) an
increase of RMB51.7 million (US$7.2 million) in service fees for R&D projects, and (iii) an
increase of RMB25.9 million (US$3.6 million) in material consumption and depreciation and
amortization expenses, partially offset by a decrease in share-based compensation of RMB64.0
million (US$8.9 million), primarily resulting from the full vesting of certain share options and
RSUs in 2024 and less share options and RSUs still being vesting in the six months ended June
30, 2025.
Administrative Expenses
Our administrative expenses increased by 33.9% from RMB208.3 million for the six
months ended June 30, 2024 to RMB278.9 million (US$38.9 million) for the six months ended
June 30, 2025, mainly due to (i) an increase of RMB55.2 million (US$7.7 million) in
professional services fees mainly related to audit and legal compliance service mainly related
to our Global Offering, and (ii) an increase of RMB12.2 million (US$1.7 million) in personnel
costs to build necessary support functions for a growing business.
Selling Expenses
Our selling expenses were RMB27.8 million (US$3.9 million) for the six months ended
June 30, 2025, compared to RMB22.8 million for the six months ended June 30, 2024,
representing an increase of 21.9% that was well below sales increase.
Other Net Income
Our other net income decreased from RMB7.9 million for the six months ended June 30,
2024 to RMB3.0 million (US$0.4 million) for the six months ended June 30, 2025, primarily
related to the decrease of government grants.
Impairment Loss on Receivables and Contract Assets
Our impairment loss on receivables and contract assets decreased from RMB13.4 million
for the six months ended June 30, 2024 to RMB2.8 million (US$0.4 million) for the six months
ended June 30, 2025, primarily due to our improved collection of receivables.
FINANCIAL INFORMATION
– 435 –


--- page 446 ---
Net Foreign Exchange Gain
Our net foreign exchange gain increased from RMB4.7 million for the six months ended
June 30, 2024 to RMB5.6 million (US$0.8 million) for the six months ended June 30, 2025,
primarily as a result of the fluctuations in the exchange rate between Renminbi and U.S. dollars
and the increase in foreign currency balances.
Interest Income
Our interest income decreased from RMB89.3 million for the six months ended June 30,
2024 to RMB74.9 million (US$10.5 million) for the six months ended June 30, 2025, resulting
from a decrease in our balance of time deposits.
Fair V alue Changes of Financial Assets at FVTPL
Our fair value changes of financial assets at FVTPL increased from RMB4.5 million for
the six months ended June 30, 2024 to RMB23.2 million (US$3.2 million) for the six months
ended June 30, 2025, primarily as an increase in our balance of wealth management products.
Other Finance Costs
Our other finance costs increased from RMB1.4 million for the six months ended June 30,
2024 to RMB3.3 million (US$0.5 million) for the six months ended June 30, 2025, mainly due
to an increase in interest expenses for bank loans.
Fair value changes of financial liabilities measured at FVTPL
Our financial liabilities measured at FVTPL consist of warrants to purchase redeemable
convertible preferred shares. We did not record any fair value changes of financial liabilities
measured at FVTPL in the six months ended June 30, 2024 and 2025, respectively, which was
primarily because that the relative financial liabilities had been derecognized as of
December 31, 2023.
Changes in the Carrying Amounts of Preferred Shares and Other Financial Instruments
Subject to Redemption and Other Preferential Rights
Changes in the carrying amounts of preferred shares and other financial instruments
subject to redemption and other preferential rights were RMB278.2 million for the six months
ended June 30, 2024. There were no such changes in the carrying amounts of preferred shares
and other financial instruments subject to redemption and other preferential rights for the six
months ended June 30, 2025 because the convertible preferred shares liabilities were converted
to equity after our U.S. IPO was completed in October 2024. Accordingly, we had no such
redemption liabilities as of June 30, 2025.
FINANCIAL INFORMATION
– 436 –


--- page 447 ---
Income Tax Expense
Our income tax expenses increased from RMB1.6 million for the six months ended June
30, 2024 to RMB1.9 million (US$0.3 million) for the six months ended June 30, 2025,
primarily due to an increase in withholding tax on interest income from our overseas
subsidiaries.
Loss for the Period
As a result of the foregoing, our loss for the period decreased by 10.2% from RMB881.7
million for the six months ended June 30, 2024 to RMB791.5 million (US$110.5 million) for
the six months ended June 30, 2025.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue decreased by 10.1% from RMB401.8 million in 2023 to RMB361.1 million
(US$50.4 million) in 2024.
Our product revenue increased by 61.9% from RMB54.2 million in 2023 to RMB87.7
million (US$12.2 million) in 2024, primarily due to (i) the sales of 49 robosweepers in 2024,
(ii) the increase in the sales of robotaxis from three units in 2023 to 18 units in 2024 and (iii)
the sales of ten robovans in 2024, partially offset by the decrease in the sales of our robobuses
from 19 units in 2023 to 14 units in 2024.
The following table sets forth our product sales in the years presented:
For the Y ear Ended
December 31,
2023 2024
Sales of robotaxis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 8
Sales of robobuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 14
Sales of robosweepers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4 9
Sales of robovans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 0
Our service revenue decreased by 21.4% from RMB347.7 million in 2023 to RMB273.4
million (US$38.2 million) in 2024, primarily due to a decrease of RMB97.5 million (US$13.6
million) in revenue from ADAS research and development services as the customized R&D
services for Bosch had been completed since the third quarter of 2024 and partially offset by
an increase of RMB23.2 million (US$3.2 million) in revenue from autonomous driving related
operational and technical support services as enlarged operational services generated from
robobuses and robosweepers.
FINANCIAL INFORMATION
– 437 –


--- page 448 ---
Cost of Revenue
Our cost of revenue increased by 14.7% from RMB218.4 million in 2023 to RMB250.4
million (US$35.0 million) in 2024, mainly due to our cost of goods sold increased by 110.1%
from RMB34.1 million in 2023 to RMB71.7 million (US$10.0 million) in 2024, primarily as
a result of the increase in the sales of our robotaxis, robosweepers and robovans. Our cost of
services decreased by 3.0% from RMB184.2 million in 2023 and RMB178.7 million (US$24.9
million) in 2024, mainly due to a decrease in service fee for ADAS research and development
services from RMB139.6 million in 2023 to RMB71.2 million (US$9.9 million) in 2024 as
services for Bosch was completed during the third quarter of 2024, paralleling the decrease in
our service revenue, partially offset by (i) an increase of RMB44.5 million personnel-related
expenses in intelligent data service commenced in 2024, and (ii) an increase of RMB18.4
million in operational and technical supporting services. The increase in outsourcing service
fee from 2023 to 2024 was primarily due to the increased outsourced labor we engaged to
support our enlarged operational and technical support services for robobuses and
robosweepers in 2024.
Gross Profit and Gross Margin
Our gross profit decreased from RMB183.5 million in 2023 to RMB110.7 million
(US$15.5 million) in 2024. Our gross margin decreased from 45.7% in 2023 to 30.7% in 2024.
The decrease was primarily due to (i) the fluctuation of revenue mix with more products of
lower profit margin, such as robosweepers and robobuses sold in 2024 and because we adopted
a more competitive sales strategy in 2024 with lower prices, (ii) the increased labor resources
and cloud service fees for delivering ADAS research and development services to Bosch in
2024, and (iii) relatively low profit margin from our enlarged intelligent data services as we
implemented strategic pricing to support market expansion for this new business initiative and
absorbed some of the costs associated with the trial period.
Our gross profit generated from the sales of our products decreased from RMB20.1
million in 2023 to RMB16.0 million (US$2.2 million) in 2024, representing a gross margin of
37.0% and 18.2% for the respective corresponding year, primarily due to the fluctuation of
revenue mix with more products of lower profit margin, such as robosweepers and robobuses
sold in 2024 and because we adopted a more competitive sales strategy in 2024 with lower
prices. Our gross profit generated from the provision of our services decreased from RMB163.4
million in 2023 to RMB94.7 million (US$13.2 million) in 2024, representing a gross margin
of 47.0% and 34.6% for the respective corresponding years, primarily due to (i) the increased
labor resources and cloud service fees for delivering ADAS research and development services
to Bosch in 2024, and (ii) relatively low profit margins from our enlarged intelligent data
services which commenced in 2024.
FINANCIAL INFORMATION
– 438 –


--- page 449 ---
The following table illustrates gross margin of certain products and services in the years
presented:
For the Y ear Ended December 31,
2023 2024
Sales of robotaxis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837% 53%
Sales of robobuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848% 32%
Sales of robosweepers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A (22)% (1)
Sales of robovans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 3%
Operational and technical support services /H1118/H1118/H1118/H1118/H1118/H111848% 42%
Other technology service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847% 30%
Note:
(1) The gross margin for sales of robosweepers was negative 22%, primarily due to a write-down of
inventories recognized as cost of revenue in 2024, which was primarily due to an expected decrease in
the selling price of the robosweeper inventories as a result of increased depreciation and decreased
market acceptance, based on our assessment.
Research and Development Expenses
Our research and development expenses increased by 3.1% from RMB1,058.4 million in
2023 to RMB1,091.4 million (US$152.4 million) in 2024, mainly due to (i) an increase of
RMB161.1 million (US$22.5 million) in payroll and employee benefits, mainly for
strengthening and enhancing the technological leadership and position in the industry, (ii) an
increase of RMB44.2 million (US$6.2 million) in professional service fee for sensor suites
upgrading related to our autonomous driving vehicles, and (iii) an increase of RMB8.1 million
(US$1.1 million) in service fee from a related party for surveying and mapping services,
partially offset by a decrease in share-based compensation of RMB205.8 million (US$28.7
million), primarily resulting from the recognition of the share-based compensation for
restricted share units since August 2023 when the vesting of the restricted share units has since
become probable.
Administrative Expenses
Our administrative expenses increased by 82.1% from RMB625.4 million in 2023 to
RMB1,138.8 million (US$159.0 million) in 2024, mainly due to (i) an increase of RMB472.0
million (US$65.9 million) in share-based compensations as a result of the issuance of restricted
share units and options in 2024, (ii) an increase of RMB23.8 million (US$3.3 million) in
payroll and employee benefits mainly attributable to hiring administrative and management
personnel and increasing average payroll and employee benefits in 2024 to support the
operations of a growing organization, and (iii) an increase of RMB16.0 million (US$2.2
million) in professional service fees mainly related to our U.S. IPO completed in late 2024.
FINANCIAL INFORMATION
– 439 –


--- page 450 ---
Selling Expenses
Our selling expenses increased by 29.5% from RMB41.4 million in 2023 to RMB53.6
million (US$7.5 million) in 2024, mainly due to (i) an increase in payroll and employee
benefits and outsourcing service fees of RMB11.3 million (US$1.6 million) resulting from an
increase in the number of personnel with selling and marketing functions and for business
expansion, and (ii) an increase in other expenses of RMB7.5 million (US$1.0 million) which
include business promotion expenses and travel and entertainment expenses for brand
promotion, business development and clients relationship maintenance. The foregoing increase
was partially offset by a decrease of RMB7.0 million (US$1.0 million) in share-based
compensation expenses as a result of the decreased issuance of share-based awards in 2024.
Other Net Income
Our other net income increased from RMB15.8 million in 2023 to RMB16.5 million
(US$2.3 million) in 2024, primarily related to a gain on disposal of non-current assets.
Impairment Loss on Receivables and Contract Assets
Our impairment loss on receivables and contract assets decreased from RMB40.2 million
in 2023 to RMB28.7 million (US$4.0 million) in 2024, primarily due to our improved
collection of receivables in 2024.
Net Foreign Exchange Gain
Our net foreign exchange gain increased from RMB7.1 million in 2023 to RMB27.9
million (US$3.9 million) in 2024, primarily as a result of the fluctuations in the exchange rate
between Renminbi and U.S. dollars and the increase in foreign currency balances.
Interest Income
Our interest income increased from RMB132.0 million in 2023 to RMB176.9 million
(US$24.7 million) in 2024, resulting from an increase in our balance of cash and cash
equivalents and time deposits held in U.S. dollars as well as an increase in the applicable
interest rate.
Fair V alue Changes of Financial Assets at FVTPL
Our fair value changes of financial assets at FVTPL were gain of RMB43.0 million in
2023 and loss of RMB61.8 million (US$8.6 million) in 2024, primarily as a result of the share
price fluctuation of equity investments held by us in 2024.
FINANCIAL INFORMATION
– 440 –


--- page 451 ---
Other Finance Costs
Our other finance costs remain stable at RMB3.5 million and RMB3.5 million (US$0.5
million) in 2023 and 2024, mainly due to a decrease in interest expenses for lease liabilities
offset by an increase in interest expenses for bank loans.
Fair value changes of financial liabilities measured at FVTPL
Our financial liabilities measured at FVTPL consist of warrants to purchase redeemable
convertible preferred shares. We recorded fair value loss of financial liabilities measured at
FVTPL in the amount of RMB4.5 million in 2023 and nil in 2024. The change was primarily
because the relative financial liabilities had been derecognized as of December 31, 2023.
Changes in the Carrying Amounts of Preferred Shares and Other Financial Instruments
Subject to Redemption and Other Preferential Rights
Changes in the carrying amounts of preferred shares and other financial instruments
subject to redemption and other preferential rights decreased by 16.0% from RMB554.0
million in 2023 to RMB465.3 million (US$65.0 million) in 2024 because our convertible
preferred shares liabilities were converted to equity after our U.S. IPO completed in October
2024.
Income Tax Expense
We had income tax expenses of RMB5.9 million (US$0.8 million) in 2024, as compared
to income tax expenses of RMB2.9 million in 2023, primarily due to an increase in our interest
income from our overseas subsidiary.
Loss for the Y ear
As a result of the foregoing, our loss for the year increased by 29.1% from RMB1,949.1
million in 2023 to RMB2,516.8 million (US$351.3 million) in 2024.
Y ear Ended December 31, 2023 Compared to Y ear Ended December 31, 2022
Revenue
Our revenue decreased by 23.8% from RMB527.5 million in 2022 to RMB401.8 million
in 2023.
Our product revenue decreased from RMB337.7 million in 2022 to RMB54.2 million in
2023, primarily due to (i) the decrease in the sales of our robobuses from 90 units in 2022 to
19 units in 2023; and (ii) the decrease in the sales of robotaxis from 11 units in 2022 to three
units in 2023.
FINANCIAL INFORMATION
– 441 –


--- page 452 ---
The following table illustrates our product sales in the years presented:
For the Y ear Ended
December 31,
2022 2023
Sales of robobuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890 19
Sales of robotaxis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 3
The decreases in sales in 2023 were mainly as a result of a challenging macroeconomic
environment. As of the end of 2023, China had a total of approximately 682,500 public buses,
a decrease of approximately 20,700 units compared to the end of 2022. According to the CIC
report, the reduction in the total number of buses indicates that the procurement of new buses
in 2023 was approximately one-quarter less than the previous year. Based on our
communication with our potential business partners, we have an understanding that they
prioritized their budgets in 2023 for investment in other fields. As a result, we recorded less
revenue than anticipated in 2023. According to the CIC Report, the L4 autonomous driving
market is expected to sustain, driven by stable demand for passenger vehicles, continuous
policy support for L4 autonomous driving, and elevated customer expectations. As a result, we
expect our product sales to recover gradually in the next two years.
Our service revenue increased by 83.1% from RMB189.8 million in 2022 to RMB347.7
million in 2023, primarily due to an increase of RMB105.2 million in ADAS research and
development service revenue as a result of the customized research and development services
we provided to Bosch, and an increase of RMB52.6 million in the provision of operational and
technical support services for robobuses, robotaxis and robosweepers. ADAS research and
development service revenue historically contributed a significant portion of our service
revenue. Going forward, we expect the revenue from the provision of operational and technical
support services as a percentage of service revenue to rise as the operation of our L4
autonomous driving fleet scales. We also generated an insignificant amount of revenue in 2022,
2023 and 2024, which was less than 1.0% of our total revenue in the corresponding year, from
the offering of robotaxi rides through WeRide Go .
Cost of Revenue
Our cost of goods sold decreased from RMB192.5 million in 2022 to RMB34.1 million
in 2023, primarily as a result of the decrease in the sales of our robobuses.
Our cost of services increased from RMB102.5 million in 2022 to RMB184.2 million in
2023, mainly due to an increase in the service fee for the development of the ADAS from
RMB13.2 million in 2022 to RMB50.7 million in 2023, and to a lesser extent, an increase in
personnel-related expenses from RMB75.4 million in 2022 to RMB101.6 million in 2023,
which were incurred in respect of the ADAS research and development service we provided to
Bosch and the provision of operational and technical support services for robobuses, robotaxis
and robosweepers.
FINANCIAL INFORMATION
– 442 –


--- page 453 ---
Gross Profit and Gross Margin
Our gross profit decreased by 21.1% from RMB232.5 million in 2022 to RMB183.5
million in 2023, primarily due to the decrease in the sales of our robobuses. Our gross margin
experienced an enhancement in 2023, climbing from 44.1% to 45.7%. The gross profit
generated from the sales of our products decreased from RMB145.2 million in 2022 to
RMB20.1 million in 2023 primarily as a result of the decrease in the sales of our robobuses.
The gross profit generated from the provision of our services increased significantly from
RMB87.4 million in 2022 to RMB163.4 million in 2023 primarily due to the increase in ADAS
research and development service revenue as well as the increase in the provision of
operational and technical support services for robobuses, robotaxis and robosweepers.
Research and Development Expenses
Our research and development expenses increased by 39.5% from RMB758.6 million in
2022 to RMB1,058.4 million in 2023, mainly due to an increase in share-based compensation
of RMB209.1 million, primarily resulting from the recognition of a cumulative catch-up of the
share-based compensation for restricted share units in 2023 as the vesting of the restricted
share units has since become probable, and an increase in share-based compensation expenses
as a result of the issuance of options in 2023, and to a lesser extent, due to an increase of
RMB54.5 million in payroll and employee benefits resulting from the expansion of our
research and development team due to our enhanced focus on technology investment.
Administrative Expenses
Our administrative expenses increased significantly from RMB237.2 million in 2022 to
RMB625.4 million in 2023, mainly due to a substantial rise in share-based compensations of
RMB375.7 million as a result of the recognition of a cumulative catch-up of the share-based
compensation for restricted share units in 2023 as the vesting of the restricted share units has
since become probable, and as a result of issuance of options in 2023 and the vesting of
restricted share units as our U.S. IPO became probable in 2023, and to a lesser extent, a slight
increase in payroll and employee benefits of RMB14.3 million resulting from an increase in the
number of personnel with administrative function.
Selling Expenses
Our selling expenses increased by 75.8% from RMB23.6 million in 2022 to RMB41.4
million in 2023, mainly due to an increase of RMB11.2 million in share-based compensations
as a result of issuance of options in 2023, and an increase of RMB7.8 million in payroll and
employee benefits resulting from an increase in the number of personnel with selling and
marketing functions.
FINANCIAL INFORMATION
– 443 –


--- page 454 ---
Other Net Income
Our other net income decreased by 18.4% from RMB19.3 million in 2022 to RMB15.8
million in 2023, which primarily resulted from a decrease in government grants.
Impairment Loss on Receivables and Contract Assets
Our impairment loss on receivables and contract assets increased significantly from
RMB11.7 million in 2022 to RMB40.2 million in 2023, primarily due to the aging deterioration
of receivables and contract assets as a result of slowed down cash collection from our
customers, and the increase of our balances of receivables.
Net Foreign Exchange Gain
Our net foreign exchange gain decreased from RMB20.2 million in 2022 to RMB7.1
million in 2023, primarily as a result of the fluctuations in the exchange rate between Renminbi
and U.S. dollars.
Interest Income
Our interest income increased from RMB36.1 million in 2022 to RMB132.0 million in
2023, resulting from an increase in our balance of cash and time deposits held in US dollars
as well as an increase in the applicable interest rate.
Fair V alue Changes of Financial Assets at FVTPL
Fair value changes of financial assets at FVTPL increased significantly from RMB7.7
million in 2022 to RMB43.0 million in 2023, primarily as a result of the longer holding period
of wealth management products held by us in 2023.
Other Finance Costs
Our other finance costs decreased by 16.9% from RMB4.2 million in 2022 to RMB3.5
million in 2023, mainly due to a decrease in interest for lease liabilities.
Inducement Charges of Warrants
Our inducement charges of warrants were RMB125.2 million in 2022. The incurrence of
the inducement charges of warrants in 2022 was due to the issuance of warrants in 2022 which
were granted to certain preferred share investors without additional consideration. Under the
relevant warrants, such investors had the right to subscribe for more preferred shares at a
predetermined price during a specific period. The initial fair value of these warrants is treated
as an inducement charge for the financing activities. In 2023, we did not issue new warrants.
FINANCIAL INFORMATION
– 444 –


--- page 455 ---
Fair value changes of financial liabilities measured at FVTPL
Our financial liabilities consist of warrants to purchase into redeemable convertible
preference shares. We recorded fair value changes of financial liabilities measured at FVTPL
in the amount of RMB25.3 million in 2022 and fair value changes of financial liabilities
measured at FVTPL in the amount of RMB4.5 million in 2023. The change was primarily due
to the change in the fair value of convertible notes and warrants due to the expiration of
warrants issued to certain preferred share investors in 2022 and the exercise of the remaining
warrants in 2023.
Changes in the Carrying Amounts of Preferred Shares and Other Financial Instruments
Subject to Redemption and Other Preferential Rights
Changes in the carrying amounts of preferred shares and other financial instruments
subject to redemption and other preferential rights increased by 15.6% from RMB479.2 million
in 2022 to RMB554.0 million in 2023 as a result of changes in the present value of the
redemption amounts of our convertible redeemable preferred shares and other financial
instruments.
Income Tax Expense
We had income tax expenses of RMB2.9 million in 2023, representing withholding taxes
on interest income generated by our overseas subsidiaries. We did not record income tax
expense in 2022.
Loss for the Y ear
As a result of the foregoing, our loss for the year increased by 50.1% from RMB1,298.5
million in 2022 to RMB1,949.1 million in 2023.
We expect to narrow our loss in the foreseeable future. We have generated increasing
commercialization revenue from autonomous driving products and services in most previous
financial years, and have witnessed a change of revenue mix resulting from an increased
service revenue. We expect this upward trend in our commercialization revenue to resume as
we grow our business strategically and achieve large-scale commercialization. However, as we
are in the early stage of commercialization and our revenue mix is shifting in response to
evolving market condition, this upward trend is expected to be volatile.
At the same time, we anticipate that our cost of revenue and operating expenses will grow
moderately and at a slower pace than the revenue increase. In particular, we expect to (i) lower
the per unit production cost of our autonomous driving products as we achieve economies of
scale from expanded fleet size and through WeRide One , benefiting from the high level of
commonality in software and hardware across our different products that this platform
provides; (ii) improve research and development efficiency as WeRide One delivers efficient
capital utilization on both software and hardware levels, shortens the development cycle of new
products and allows us to conquer new use cases quickly and efficiently; and (iii) improve
deployment efficiency as our well-defined product lines and platform approach enable
technology reusability, multi-use case coverage and market synergies.
FINANCIAL INFORMATION
– 445 –


--- page 456 ---
On the other hand, losses attributable to changes in the carrying amounts of preferred
shares and other financial instruments subject to redemption and other preferential rights,
which totaled RMB479.2 million and RMB554.0 million in 2022 and 2023, respectively. With
the conversion of preferred shares into Class A Ordinary Shares upon the completion of our
U.S. IPO in October 2024, we expect our loss to be reduced in the near future.
See “Risk Factors — Risks Related to the Research and Development of Our Products and
Services” for a non-exhaustive list of factors that may affect our ability to narrow our loss. In
addition, we will recognize a substantial amount of share-based compensation expenses upon
the completion of the Global Offering. See “Risk Factors — Risks Related to Our General
Operations — We have granted options and other types of awards under our 2018 Share Plan,
which will result in a substantial amount of share-based compensation expenses and may have
a significant impact on our results of operations.”
DISCUSSION OF SELECTED ITEMS FROM THE CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION
Non-Current Assets and Liabilities
The following table sets forth our non-current assets and liabilities as of the dates
presented:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB RMB RMB US$ RMB US$
(in thousands)
Non-current assets
Property and equipment /H1118/H1118113,878 98,574 178,179 24,873 281,968 39,361
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H111864,410 51,658 73,564 10,269 72,951 10,184
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H111828,603 24,594 21,664 3,024 19,544 2,728
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,758 44,758 44,758 6,248 44,758 6,248
Restricted cash –
non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,004 1,575 9,669 1,350 12,142 1,695
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H11182,992 1,994 997 139 498 70
Financial assets at FVTPL
– non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 56,919 7,946 58,151 8,118
Other non-current assets /H1118/H111846,273 21,082 20,025 2,795 20,684 2,885
Total non-current assets /H1118 311,918 244,235 405,775 56,644 510,696 71,289
FINANCIAL INFORMATION
– 446 –


--- page 457 ---
As of December 31, As of June 30,
2022 2023 2024 2025
RMB RMB RMB US$ RMB US$
(in thousands)
Non-current liabilities
Lease liabilities –
non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,864 22,309 26,059 3,638 21,198 2,959
Put option liabilities –
non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,812 40,449 – – – –
Long-term bank loan /H1118/H1118/H1118/H1118– – 50,040 6,985 47,534 6,635
Deferred tax liabilities /H1118/H1118/H11186,481 5,483 4,486 626 3,988 557
Other non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,943 6,522 4,677 653 8,097 1,130
Total non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,100 74,763 85,262 11,902 80,817 11,281
Property and Equipment
Our property and equipment primarily consisted of leasehold improvement, office
equipment and electronic equipment, machinery, motor vehicles and construction in progress.
Our property and equipment decreased by 13.4% from RMB113.9 million as of December 31,
2022 to RMB98.6 million as of December 31, 2023, primarily due to regular depreciation. Our
property and equipment increased by 80.7% from RMB98.6 million as of December 31, 2023
to RMB178.2 million (US$24.9 million) as of December 31, 2024, and further increased by
58.2% to RMB282.0 million (US$39.4 million) as of June 30, 2025, primarily due to our
purchase of additional internet data center facilities driven by our business expansion needs.
Right-of-use Assets
Our right-of-use assets primarily consisted of our leased office premises, staff
accommodations and garage. Our right-of-use assets decreased by 19.7% from RMB64.4
million as of December 31, 2022 to RMB51.7 million as of December 31, 2023, primarily due
to the decreased rent for the newly leased premises and regular depreciation. Our right-of-use
assets increased by 42.4% from RMB51.7 million as of December 31, 2023 to RMB73.6
million (US$10.3 million) as of December 31, 2024, primarily because we entered into new
lease agreements for offices and parking space and recognized RMB63.6 million (US$8.9
million) addition to right-of-use assets in 2024. Our right-of-use assets remained stable at
RMB73.6 million (US$10.3 million) and RMB73.0 million (US$10.2 million) as of December
31, 2024 and June 30, 2025, primarily due to regular depreciation, partially offset by new lease
agreements for offices.
FINANCIAL INFORMATION
– 447 –


--- page 458 ---
Impairment Assessment for Non-financial Assets
At each reporting date, we review the carrying amounts of our non-financial assets (other
than inventories, contract assets and deferred tax assets) to determine whether there is any
indication of impairment. If any such indication exists, then the asset’s recoverable amount is
estimated. Goodwill is tested annually for impairment.
 Calculation of recoverable amount. The recoverable amount of an asset is the
greater of its fair value less costs of disposal and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. Where an asset does not generate cash
inflows largely independent of those from other assets, the recoverable amount is
determined for the smallest group of assets that generates cash inflows
independently (i.e. a cash-generating unit). A portion of the carrying amount of a
corporate asset is allocated to an individual cash-generating unit if the allocation can
be performed on a reasonable and consistent basis, or to the smallest group of
cash-generating units if otherwise.
 Recognition of impairment losses. An impairment loss is recognized in profit or
loss if the carrying amount of an asset, or the cash-generating unit to which it
belongs, exceeds its recoverable amount. Impairment losses recognized in respect of
cash-generating units are allocated to reduce the carrying amount of the other assets
in the unit (or group of units) on a pro rata basis, except that the carrying value of
an asset will not be reduced below its individual fair value less costs of disposal (if
measurable) or value in use (if determinable).
 Reversals of impairment losses. In respect of assets, an impairment loss is reversed
if there has been a favorable change in the estimates used to determine the
recoverable amount. A reversal of an impairment loss is limited to the asset’s
carrying amount that would have been determined had no impairment loss been
recognized in prior periods. Reversals of impairment losses are credited to profit or
loss in the period in which the reversals are recognized.
During the years ended December 31, 2022, 2023, 2024 and six months ended June 30,
2025, we were still in net loss, which was within the expectation of the Directors as we are
spending heavily on our research and development activities. We expect to narrow our loss in
the foreseeable future. We reviewed the internal and external sources of information, and didn’t
identify any impairment indications of our non-financial assets. Thus, our management
concluded that there was no impairment needed for the non-financial assets as of December 31,
2022, 2023 and 2024 and June 30, 2025.
FINANCIAL INFORMATION
– 448 –


--- page 459 ---
Goodwill
Our goodwill remained the same at RMB44.8 million (US$6.3 million) as of December
31, 2022, 2023, and 2024 and June 30, 2025.
Our goodwill arose from our business acquisition in 2021. As the acquisition gave an
extra boost to our research and development capabilities, the business of the acquired
companies was integrated into our businesses to provide autonomous driving technology
related solutions after the business acquisition. We have determined that the overall business
constitutes one single CGU, namely the “Auto-driving CGU”. All goodwill arising from the
business acquisition in 2021 has been allocated to the Auto-driving CGU.
The recoverable amounts of the Auto-driving CGU are determined based on the higher of
the value-in-use and the fair value less costs of disposal. These calculations use cash flow
projections based on financial budgets approved by the management covering a period of five
years. Cash flows beyond the budget period are extrapolated using a terminal growth rate
which is consistent with long-term average growth rates for the business in which the
Auto-driving CGU operates. The cash flows are discounted using a pre-tax discount rate which
reflects specific risks relating to the Auto-driving CGU.
Key assumptions used for the impairment test of goodwill were as follows:
As of December 31,
As of
June 30,
2022 2023 2024 2025
Pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H111820.2% 19.5% 18.6% 19.0%
Terminal growth rate /H1118/H1118/H1118/H1118/H1118/H1118/H11183.0% 2.2% 2.0% 2.0%
As of December 31, 2022, 2023 and 2024 and June 30, 2025, the headroom calculated
based on the recoverable amount deducting the carrying amount of the Auto-driving CGU was
RMB16,946.7 million, RMB19,758.6 million, RMB11,319.9 million (US$1,580.2 million) and
RMB11,575.7 million (US$1,615.9 million), respectively.
FINANCIAL INFORMATION
– 449 –


--- page 460 ---
We performed a sensitivity analysis based on reasonably possible changes in the key
assumptions disclosed above. Had the estimated key assumption during the forecast period
been changed as below, the headroom would have decreased to the following:
As of December 31,
As of
June 30,
2022 2023 2024 2025
RMB RMB RMB RMB
(in thousands)
Pre-tax discount rate
increase by 5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,114,206) (9,034,662) (6,962,478) (6,943,805)
Terminal growth rate
decrease by 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(600,989) (729,956) (608,994) (610,526)
None of these reasonably possible changes in the key assumptions would cause the
carrying amount, including goodwill, of the Auto-driving CGU to exceed its recoverable
amount as of December 31, 2022, 2023 and 2024 and June 30, 2025. Therefore, we determined
that goodwill was not impaired as of December 31, 2022, 2023 and 2024 and June 30, 2025.
Long-term Bank Loan
As of December 31, 2024, we had long-term bank loan of RMB50.0 million (US$7.0
million), and had no such loan as of December 31, 2023, which was primarily utilized to
supplement operational funds such as payment of goods and employee salaries. The long-term
bank loan bears an annual interest rate of 2.9%, with a term of two years. We plan to repay 5%
of the principal every six months, and the remaining principal at maturity. Interest will be
calculated based on the outstanding loan balance and paid quarterly. As of June 30, 2025, we
had long-term bank loan of RMB47.5 million (US$6.6 million), which was primarily utilized
to supplement operational funds, such as settlements of trade payables and employee salaries.
FINANCIAL INFORMATION
– 450 –


--- page 461 ---
Current Assets and Liabilities
The following table sets forth our current assets and liabilities as of the dates presented:
As of December 31, As of June 30, As of August 31,
2022 2023 2024 2025 2025
RMB RMB RMB US$ RMB US$ RMB US$
(in thousands)
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,005 218,220 204,705 28,576 289,929 40,473 310,314 43,318
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,597 82,826 28,005 3,909 35,336 4,933 35,282 4,925
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,390 266,933 252,607 35,263 241,372 33,694 225,599 31,492
Prepayments and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,459 192,530 197,652 27,591 191,127 26,680 372,267 51,968
Prepayments to and amounts
due from related parties /H1118/H1118/H11183,122 26,923 26,618 3,716 50,917 7,108 40,540 5,659
Financial assets at FVTPL –
current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,218,524 317,042 1,685,146 235,237 1,735,333 242,243 1,747,476 243,938
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,057,292 2,550,279 620,148 86,569 251,733 35,141 252,409 35,235
Cash and cash equivalents /H1118/H1118/H11182,233,691 1,661,152 4,268,300 595,832 3,836,137 535,504 3,545,290 494,903
Restricted cash – current /H1118/H1118/H1118/H11181,393 10,194 4,814 672 3,273 457 3,548 495
Subscription receivables /H1118/H1118/H1118/H1118 – 43,92 4––––––
Total current assets /H1118/H1118/H1118/H1118/H1118/H11185,073,473 5,370,023 7,287,995 1,017,365 6,635,157 926,233 6,532,725 911,933
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,505 16,962 20,713 2,891 47,117 6,577 56,528 7,891
Preferred shares and other
financial instruments subject
to redemption and other
preferential rights /H1118/H1118/H1118/H1118/H1118/H11187,017,554 8,181,722 ––––––
Other payables, deposits
received and accrued
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,195 271,306 397,755 55,526 330,848 46,185 280,545 39,162
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11184,200 12,498 4,476 625 30,574 4,268 61,146 8,536
Lease liabilities – current /H1118/H1118/H111832,009 31,098 36,900 5,151 34,386 4,800 35,367 4,937
Amounts due to related parties /H1118 24,832 77,827 9,450 1,319 14,656 2,046 8,371 1,169
Financial liabilities at FVTPL /H1118 72,11 2–––––––
Put option liabilities – current /H1118 – – 41,099 5,737 41,424 5,783 41,536 5,798
Short-term bank loans /H1118/H1118/H1118/H1118/H1118– – 30,019 4,190 102,275 14,277 200,408 27,976
Income taxes payable /H1118/H1118/H1118/H1118/H1118– – 2,077 29 0––––
Total current liabilities /H1118/H1118/H1118/H11187,379,407 8,591,413 542,489 75,729 601,280 83,936 683,901 95,469
Net current (liabilities)/assets /H1118(2,305,934) (3,221,390) 6,745,506 941,636 6,033,877 842,297 5,848,824 816,464
FINANCIAL INFORMATION
– 451 –


--- page 462 ---
Our net current liabilities increased by 39.7% from RMB2,305.9 million as of
December 31, 2022 to RMB3,221.4 million as of December 31, 2023, primarily due to (i) an
increase in preferred shares and other financial instruments subject to redemption and other
preferential rights, (ii) a decrease in financial liabilities measured at FVTPL, and (iii) a
decrease in cash, partially offset by an increase in time deposits.
We record a net current asset of RMB6,745.5 million (US$941.6 million) as of December
31, 2024, as compared to net current liabilities of RMB3,221.4 million as of December 31,
2023. The significant change in our net current position was primarily due to the proceeds from
our U.S. IPO and the conversion of preferred shares and other financial instruments subject to
redemption and other preferential rights into equity following our U.S. IPO.
Our net current assets decreased by 10.5% from RMB6,745.5 million (US$941.6 million)
as of December 31, 2024 to RMB6,033.9 million (US$842.3 million) as of June 30, 2025,
primarily due to (i) a decrease in cash, cash equivalents and time deposits, (ii) a decrease in
trade receivables, partially offset by (i) a decrease in other payables, deposits received and
accrued expenses, and (ii) an increase in inventories.
As of August 31, 2025, our net current assets further decreased to RMB5,848.8 million
(US$816.5 million), which was mainly due to the decrease in cash and cash equivalents.
Trade Payables
Our trade payables primarily represent outstanding amounts due to our suppliers for
purchases of hardware materials and services in relation to our offerings. We generally settle
with our suppliers within 30 to 60 days from the invoice date. Our trade payables increased
47.8% from RMB11.5 million as of December 31, 2022 to RMB17.0 million as of December
31, 2023, mainly because material payables were generally not due at year-end. Our trade
payables increased by 21.8% from RMB17.0 million as of December 31, 2023 to RMB20.7
million (US$2.9 million) as of December 31, 2024 and further increased by 127.5% to
RMB47.1 million (US$6.6 million) as of June 30, 2025, primarily because the natural billing
period has not arrived.
The following table sets forth the aging analysis of our trade payables, based on the
invoice date, as of the dates presented:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB RMB RMB US$ RMB US$
(in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H111811,505 16,962 20,713 2,891 47,117 6,577
FINANCIAL INFORMATION
– 452 –


--- page 463 ---
The following table sets forth our trade payables turnover days for the years/periods
presented:
Y ear Ended December 31,
Six Months
Ended
June 30,
2022 2023 2024 2025
Trade payables
turnover days (1) /H1118/H1118 17 24 27 31
Note:
(1) Trade payables turnover days are calculated using the average of opening balance and closing balance
of trade payables for a year/period divided by revenue for the relevant year/period and multiplied by
days of the year/period.
Our trade payables turnover days increased from 17 days in 2022 to 24 days in 2023, 27
days in 2024, and further to 31 days in the six months ended June 30, 2025.
As of August 31, 2025, RMB21.9 million (US$3.1 million), or 35.5% of our trade
payables and amounts due to related parties as of June 30, 2025, had been subsequently settled.
Preferred Shares and Other Financial Instruments Subject to Redemption and Other
Preferential Rights
Our preferred shares and other financial instruments subject to redemption and other
preferential rights consisted of (i) other financial instruments issued to investors and (ii)
convertible redeemable preferred shares. Our preferred shares and other financial instruments
subject to redemption and other preferential rights increased by 16.6% from RMB7,017.6
million as of December 31, 2022 to RMB8,181.7 million as of December 31, 2023, primarily
due to an increase in convertible redeemable preferred shares of RMB1,646.7 million primarily
as a result of (i) changes in the carrying amount of convertible redeemable preferred shares and
(ii) issuance of new convertible redeemable preferred shares, partially offset by a decrease in
other financial instruments of RMB482.5 million related to a commitment of our Group to
issue convertible redeemable preferred shares to certain investors and received the
consideration in full from the investors upfront.
Our preferred shares and other financial instruments subject to redemption and other
preferential rights decreased from RMB8,181.7 million as of December 31, 2023 to nil as of
December 31, 2024, primarily because our convertible preferred shares liabilities were
converted to equity following the completion of our U.S. IPO in October 2024.
FINANCIAL INFORMATION
– 453 –


--- page 464 ---
Amounts Due to Related Parties
Our amounts due to related parties increased by 213.7% from RMB24.8 million as of
December 31, 2022 to RMB77.8 million as of December 31, 2023, primarily attributable to an
increase in the amounts due to Guangzhou Y uji and its affiliate. Our amounts due to related
parties decreased by 87.8% from RMB77.8 million as of December 31, 2023 to RMB9.5
million (US$1.3 million) as of December 31, 2024, primarily due to a decrease in the amounts
due to Guangzhou Y uji and its affiliate, and a decrease in the amounts due to Y utong Group.
As of December 31, 2022, 2023 and 2024, all the balances with related parties were trade in
nature, unsecured, interest-free and repayable on demand. Our amounts due to related parties
further increased by 54.7% from RMB9.5 million (US$1.3 million) as of December 31, 2024
to RMB14.7 million (US$2.1 million) as of June 30, 2025, primarily due to an increase in the
amounts due to Y utong Group.
Time Deposits
Our time deposits increased by 141.2% from RMB1,057.3 million as of December 31,
2022 to RMB2,550.3 million as of December 31, 2023. Our time deposits decreased by 75.7%
from RMB2,550.3 million as of December 31, 2023 to RMB620.1 million (US$86.6 million)
as of December 31, 2024. Our time deposits further decreased by 59.4% from RMB620.1
million (US$86.6 million) as of December 31, 2024 to RMB251.7 million (US$35.1 million)
as of June 30, 2025.
Cash
Our cash decreased by 25.6% from RMB2,233.7 million as of December 31, 2022 to
RMB1,661.2 million as of December 31, 2023, due to purchase of time deposits. Our cash
increased by 156.9% from RMB1,661.2 million as of December 31, 2023 to RMB4,268.3
million (US$595.8 million) as of December 31, 2024, due to our operating cash outflow of
RMB593.6 million (US$82.9 million), cash inflow in investing activities of RMB325.5 million
(US$45.4 million) and cash inflow in financing activities of RMB2,823.9 million (US$394.2
million). Our cash decreased by 10.1% from RMB4,268.3 million (US$595.8 million) as of
December 31, 2024 to RMB3,836.1 million (US$535.5 million) as of June 30, 2025, due to our
operating cash outflow of RMB663.4 million (US$92.6 million), cash inflow in investing
activities of RMB218.7 million (US$30.5 million) and cash inflow in financing activities of
RMB3.9 million (US$0.5 million).
Financial Assets at FVTPL
Our financial assets at FVTPL decreased by 74.0% from RMB1,218.5 million as of
December 31, 2022 to RMB317.0 million as of December 31, 2023, primarily due to the
redemption of certain wealth management products in 2023. Our financial assets at FVTPL
increased by 449.6% from RMB317.0 million as of December 31, 2023 to RMB1,742.1 million
(US$243.2 million) as of December 31, 2024, primarily due to our higher deposit levels and
the increased equity investments held by us. Our financial assets at FVTPL remained stable at
RMB1,742.1 million (US$243.2 million) and RMB1,793.5 million (US$250.4 million) as of
December 31, 2024 and June 30, 2025, respectively.
FINANCIAL INFORMATION
– 454 –


--- page 465 ---
We have adopted a robust investment policy, approved by the Board, that mandates a
conservative investment strategy focused on capital preservation. This policy ensures that our
investments remain secure and aligned with our risk management objectives. To maintain
stringent oversight of all investment activities, we have established an internal control
mechanism. The funding team within our finance department is responsible for reporting
investment plans based on the maturity dates of financial products. These plans, regardless of
the investment amount, will undergo meticulous review and are subject to approval by the
CEO, ensuring a thorough vetting process. Furthermore, regular reporting intervals on our
investment portfolio are in place to keep management and the Board informed on the status of
our investments. Our finance department has positioned personnel with the requisite
professional knowledge in fund management, who are well-versed in managing wealth
management products as well as equity investments while adhering to our conservative
investment strategy. Additionally, our management generally abstains from investing in
products that are high-risk or exceed the scope of our professional expertise. Our Group’s
investments in wealth management products after the Listing will be subject to compliance
with Chapter 14 of the Listing Rules. We are committed to maintaining the highest standards
of corporate governance and transparency in all our investment activities, as we believe these
measures not only protect our company’s assets but also build trust with our stakeholders.
Trade Receivables
Our trade receivables primarily consisted of the outstanding amounts due from our
customers for sales of our products and solutions.
Our trade receivables increased by 12.9% from RMB236.4 million as of December 31,
2022 to RMB266.9 million as of December 31, 2023, primarily due to continued new orders
received as a result of our continuous efforts to expand our business. Our trade receivables
decreased by 5.4% to RMB252.6 million (US$35.3 million) as of December 31, 2024,
primarily due to our enhanced efforts in receivables management. Our trade receivables
decreased by 4.4% from RMB252.6 million (US$35.3 million) as of December 31, 2024 to
RMB241.4 million (US$33.7 million) as of June 30, 2025, primarily due to our enhanced
efforts in receivables management.
Our trade receivables are normally due within 30 to 90 days from the invoice date.
However, due to the impact of the macro-economy, certain customers have experienced
financial difficulties, which has led to payment delays and a consequent elongation of the
collection cycle. After a comprehensive assessment of our customers’ creditworthiness and
completion of our internal approval procedures, we decided to extend credit periods for certain
customers with strong backgrounds, such as state-owned enterprises and those with high
industry recognition. Such decisions are made based on our long-term business relationship
and the relatively lower default risk associated with these customers. Simultaneously, in
accordance with the expected credit loss (“ ECL”) model, we have made reasonable provisions
for bad debts to account for potential losses in our receivables portfolio. This measure is taken
to mitigate potential financial risks and to ensure the stability of our financial statements. We
are committed to maintaining strict control over our outstanding receivables. Our finance team
and business development personnel are responsible for overseeing and minimizing credit
risks. Overdue balances are reviewed regularly by senior management.
FINANCIAL INFORMATION
– 455 –


--- page 466 ---
The following table sets forth an aging analysis of our trade receivables as of the dates
presented:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB RMB RMB US$ RMB US$
(in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118242,168 182,978 179,986 25,125 175,043 24,435
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,526 119,504 138,058 19,272 129,718 18,108
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246,694 302,482 318,044 44,397 304,761 42,543
The following table sets forth our trade receivables turnover days for the years/periods
presented:
Y ear Ended December 31,
Six Months
Ended
June 30,
2022 2023 2024 2025
Trade receivables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896 249 314 281
Note:
(1) Trade receivables turnover days are calculated using the average of opening balance and closing balance
of trade receivables (excluding provision for impairment) for a year/period divided by revenue for the
relevant year/period and multiplied by days of the year/period, respectively.
Our trade receivables turnover days increased from 96 days in 2022 to 249 days in 2023,
as we continued to grow our customer base and granted credit periods to accommodate
customers’ payment practices. Our trade receivables turnover days further increased to 314
days in 2024 due to long aged receivables from several customers whose operations were
impacted by macroeconomic environment. Our trade receivables turnover days decreased from
314 days in 2024 to 281 days in the six months ended June 30, 2025, due to improved
collection of our trade receivables.
The majority of our trade receivables, RMB242.2 million or 98.2%, RMB183.0 million
or 60.5%, RMB180.0 million (US$25.1 million) or 56.6%, and RMB175.0 million (US24.4
million) or 57.4%, as of December 31, 2022, 2023, 2024 and June 30, 2025 were aged within
one year, respectively.
When determining the recoverability of trade receivables, we consider changes in the
credit quality of the trade receivables from the date when the credit was granted to the reporting
date. We also estimate the recoverable amount of trade receivables based on our historical
credit loss experiences, adjusted for factors that are specific to debtors and an assessment of
both the current and forecast general economic conditions at the reporting date.
FINANCIAL INFORMATION
– 456 –


--- page 467 ---
We measure loss allowances at an amount equal to lifetime ECL based on historical
settlement records and forward-looking information. We adopted certain expected loss rate
based on the age of trade receivables. Expected loss rates are based on actual loss experience
during the Track Record Period. These rates are adjusted to reflect differences between
economic conditions during the period over which the historic data has been collected, current
conditions and our view of economic conditions over the expected lives of the receivables. As
of December 31, 2022, 2023, and 2024 and June 30, 2025, we recorded loss allowances for
trade receivables of RMB10.3 million, RMB35.5 million, RMB65.4 million (US$9.1 million)
and RMB63.4 million (US$8.9 million), respectively.
As of December 31, 2022, 2023, and 2024 and June 30, 2025, the expected credit rates
for trade receivables, amounts due from related parties, contract assets and receivables from
payments made on behalf of customers for time band being more than 1 year were 55.4%,
16.7%, 35.2% and 33.6%, respectively.
The revenue of our Group increased significantly in 2022 and most of the receivables
were aged within one year except for two customers. Due to a lack of historical actual loss
experience, the expected credit rate for time band of “more than 1 year” as of December 31,
2022 was calculated based on our best estimate of the recoverable amount of that one particular
customer. Therefore, the expected loss rate as of December 31, 2022 was significantly
influenced by the lack of sample size during the year.
As the Group’s business grew, resulting in more diversified settlement terms and business
lines with different customers in 2023 and 2024, we had a larger sample of trade receivables,
amounts due from related parties, contract assets and receivables from payments made on
behalf of customers within the “more than 1 year” time band, which helped improve the
accuracy of the estimate of the expected credit loss rate. The credit loss rates as of December
31, 2023 and 2024 were estimated based on historical actual loss results and the actual results
of the recovered amount aged more than 1 year and the fluctuation from December 31, 2023
to 2024 was mainly due to the slowed cash collection and aging deterioration of receivables
from certain Chinese mainland customers.
As of August 31, 2025, RMB73.7 million (US$10.3 million), or 29.4% of our trade
receivables and amounts due from related parties as of June 30, 2025, had been settled. The
customers to whom we granted more relaxed credit period are those with high creditworthiness
and qualification. Besides, to achieve timely settlement of our trade receivables, we have
proactively made collection efforts with our customers, including (i) closely monitoring the
status of our trade receivables, (ii) holding periodic meetings to discuss the status of trade
receivables, and (iii) timely communicating with relevant parties and remind them of due
payments through various channels. We plan to step up our collection efforts by implementing
more efficient and targeted strategies to ensure timely payments from our customers. We will
also optimize our customer structure to focus on those who are more likely to contribute
positively to our business growth, while adopting a stricter credit policy for both new and
existing customers to mitigate risks and enhance our financial stability. Therefore, we do not
believe there is recoverability issue as to our trade receivables.
FINANCIAL INFORMATION
– 457 –


--- page 468 ---
Based on the above factors, the Directors consider that sufficient provisions have been
made for the trade receivables of our Company.
Inventories
Our inventories primarily consisted of production supplies and work in progress. The
following table sets out a breakdown of our inventories as of the dates presented:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB RMB RMB US$ RMB US$
(in thousands)
Production supplies /H1118 49,024 58,151 76,961 10,743 73,047 10,197
Work in progress (1) /H1118 106,981 160,069 127,744 17,833 216,882 30,276
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,005 218,220 204,705 28,576 289,929 40,473
Note:
(1) Work in progress represents vehicles in the process of landing deployment for sale.
Our inventories increased by 39.9% from RMB156.0 million as of December 31, 2022 to
RMB218.2 million as of December 31, 2023, primarily due to an increase in work in progress
resulting from increased vehicle inventories for our products including robobus, robotaxi, and
robosweeper. Our inventories decreased by 6.2% from RMB218.2 million as of December 31,
2023 to RMB204.7 million (US$28.6 million) as of December 31, 2024, primarily attributable
to our enhanced inventory management and increased product sales compared to 2023, as well
as approximately RMB50 million of inventories of vehicles and onboard equipment transferred
to our property and equipment. Our inventories increased by 41.6% from RMB204.7 million
(US$28.6 million) as of December 31, 2024 to RMB289.9 million (US$40.5 million) as of June
30, 2025, primarily due to an increase in work in progress resulting from increased vehicle
inventories for our products including robotaxi and robovan.
The following table sets forth our inventory turnover days for the years/periods presented:
Y ear Ended December 31,
Six Months
Ended
June 30,
2022 2023 2024 2025
Inventory turnover days (1) /H1118/H1118 167 313 308 321
Note:
(1) Inventory turnover days are calculated using the average of opening balance and closing balance of
inventories for a year/period divided by cost of sales for the relevant year/period and multiplied by days
of the year/period, respectively.
FINANCIAL INFORMATION
– 458 –


--- page 469 ---
Our inventory turnover days increased from 167 days in 2022 to 313 days in 2023. The
increase was due to our decision to boost inventories to ease potential supply chain pressures,
while the sales did not meet our expectations compared to our inventory growth. Our inventory
turnover days decreased from 313 days in 2023 to 308 days in 2024. Our turnover days
increased from 308 days in 2024 to 321 days in the six months ended June 30, 2025 primarily
due to an increase in work in progress resulting from increased vehicle inventories for our
products including robotaxi and robovan. Inventories are carried at the lower of cost and net
realizable value. Net realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the estimated costs necessary to make the
sale. For the years ended December 31, 2022, 2023, and 2024 and six months ended June 30,
2025, we recorded provision of inventories of nil, RMB6.4 million, RMB25.7 million (US$3.6
million) and RMB1.4 million (US$0.2 million), respectively.
We generally purchase materials based on sales demand and most of the work in progress
will be subsequently sold or utilized within 1-2 years. As of August 31, 2025, RMB13.1 million
(US$1.8 million), or 4.5% our inventories as of June 30, 2025, had been sold or utilized
subsequent to June 30, 2025. The major unsold or unutilized inventories age over 1 year are
robosweepers we purchased in 2022 as part of a strategic expansion initiative. As of December
31, 2023 and 2024, we recorded impairment loss related to these robosweepers according to
expected selling prices, which was attributed to increased storage age and reduced market
acceptance based on our assessment. For other vehicles and materials held by us, no material
inventory impairment was identified as of December 31, 2023 and 2024, respectively, based on
aging reviews and market price assessments. There were no indications of significant
obsolescence or a general decline in market acceptance of these products.
We proactively evaluate market changes and strategically store production supplies in
anticipation of potential supply shortages. We made provision of the value of the production
supplies and work in progress based on expected utilization and we recognized the amount of
any provision when the net realizable value is lower than its cost. Further, we maintain strict
inventory controls that ensure our supplier chain department routinely reviews inventory aging
reports and takes necessary steps to minimize the risk of obsolescence. We will strengthen our
planning of sales, improve supply chain management, and optimize our sales and business
terms. We also plan to establish a more professional supply chain and inventory management
team, to achieve optimal inventory levels.
As such, we believe that there is no recoverability issue for inventories and a sufficient
provision has been made. See “Business — Logistics and Inventory Management — Inventory
Management” for more information.
FINANCIAL INFORMATION
– 459 –


--- page 470 ---
Other Payables, Deposits Received and Accrued Expenses
Our other payables, deposits received and accrued expenses primarily consisted of (i)
government grants received with conditions, (ii) accrued payroll and social insurance,
(iii) payables for professional services, (iv) taxes payable other than income taxes, and
(v) others. The following table sets out a breakdown of our other payables, deposits received
and accrued expenses as of the dates presented:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB RMB RMB US$ RMB US$
(in thousands)
Government grants
received with
conditions
(1) /H1118/H1118/H1118/H1118139,110 176,426 184,542 25,761 187,242 26,138
Accrued payroll and
social insurance /H1118/H1118 56,879 55,818 96,593 13,484 76,510 10,680
Payables for
professional
services /H1118/H1118/H1118/H1118/H1118/H1118/H11185,674 4,470 27,134 3,788 33,970 4,742
Taxes payable and
others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,532 34,592 89,486 12,493 33,126 4,625
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,195 271,306 397,755 55,526 330,848 46,185
Note:
(1) The current portion of government grants with conditions mainly represent the grants received with
certain requirements, such as completing foreign capital investment, achieving enterprise scale targets,
completing R&D project acceptance, and tax contribution in a specified region.
Our other payables, deposits received and accrued expenses increased by 24.9% from
RMB217.2 million as of December 31, 2022 to RMB271.3 million as of December 31, 2023,
primarily due to an increase in government grants received with conditions, further to
RMB397.8 million (US$55.5 million) as of December 31, 2024, primarily due to (i) an increase
in taxes payable other than income taxes and (ii) an increase in accrued payroll and social
insurance. Our other payables, deposits received and accrued expenses decreased to RMB330.8
million (US$46.2 million) as of June 30, 2025, primarily due to the payment of employee
year-end bonus and employee individual income tax withheld. As of August 31, 2025,
RMB117.9 million (US$16.5 million), or 35.6% of our other payables, deposits received and
accrued expenses as of June 30, 2025, had been settled subsequent to June 30, 2025.
FINANCIAL INFORMATION
– 460 –


--- page 471 ---
LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity and Working Capital
During the Track Record Period, we financed our operating and investing activities
mainly through historical equity financing activities. In October 2024, we completed our U.S.
IPO on the Nasdaq Stock Market, raising gross proceeds of US$120.0 million combined with
US$320.5 million concurrent private placement.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, our cash and cash
equivalents were RMB2,233.7 million, RMB1,661.2 million, RMB4,268.3 million (US$595.8
million) and RMB3,836.1 million (US$535.5 million), respectively. As of December 31, 2022,
2023 and 2024 and June 30, 2025, our time deposits were RMB1,057.3 million, RMB2,550.3
million, RMB620.1 million (US$86.6 million) and RMB251.7 million (US$35.1 million),
respectively. As of December 31, 2022, 2023 and 2024 and June 30, 2025, our financial assets
at FVTPL were RMB1,218.5 million, RMB317.0 million, RMB1,742.1 million (US$243.2
million) and RMB1,793.5 million (US$250.4 million), respectively. Our financial assets at
FVTPL primarily represent our investments in wealth management products and a listed
company.
We believe our cash will be sufficient to meet our current and anticipated working capital
requirements and capital expenditures for at least the next 12 months. We may, however, need
additional cash resources in the future to satisfy capital requirements, respond to adverse
developments or changes in our circumstances or unforeseen events or conditions, or fund
organic or inorganic growth. If we determine that our cash requirements exceed the amount of
cash we have on hand, we may seek to issue equity or equity-linked securities or obtain debt
financing. The issuance and sale of additional equity would result in further dilution to our
Shareholders. The incurrence of indebtedness could expose us to additional obligations and
restrictions with respect to our operations. In the event that we are unable to secure sufficient
financing resources in amounts or on terms acceptable to us, our business, financial condition
and results of operations may be materially and adversely affected.
As of June 30, 2025, 31.8% and 68.2% of our cash, restricted cash, time deposits and
current financial assets at FVTPL were held in mainland China and outside mainland China,
respectively, and 9.8% and 90.1% were denominated in Renminbi and U.S. dollars,
respectively. Our cash, restricted cash, time deposits and current financial assets at FVTPL as
of June 30, 2025 outside mainland China were held primarily in Singapore, the U.S., and
Middle East. For cash concentration disclosures, see Note 31(f) to the Accountants’ Report in
Appendix I to this prospectus.
As a Cayman Islands exempted company and offshore holding company, we are permitted
under PRC laws and regulations to provide funding to our mainland China subsidiaries only
through loans or capital contributions. We expect to repatriate a portion of the proceeds from
the Global Offering into our PRC operations for general corporate purposes within the business
scope of our mainland China subsidiaries but such limitation under PRC laws and regulations
could delay us from using the proceeds from the Global Offering to make loans or capital
FINANCIAL INFORMATION
– 461 –


--- page 472 ---
contributions to our mainland China subsidiaries. See “Risk Factors — Risks Related to Doing
Business in Mainland China — PRC regulation of loans to and direct investment in PRC
entities by offshore holding companies and governmental control of currency conversion may
delay or prevent us from using the proceeds of our offshore offerings to make loans or
additional capital contributions to our mainland China subsidiaries, which could materially and
adversely affect our liquidity and our ability to fund and expand our business.” and “Future
Plans and Use of Proceeds.” The ability of our subsidiaries in China to make dividends or other
cash payments to us is subject to various restrictions under PRC laws and regulations. See
“Risk Factors — Risks Related to Doing Business in Mainland China — We may rely on
dividends and other distributions on equity paid by our mainland China subsidiaries to fund any
cash and financing requirements we may have, and any limitation on the ability of our
mainland China subsidiaries to make payments to us could have a material and adverse effect
on our ability to conduct our business.”
A substantial majority of our revenue has been denominated in RMB for the years ended
December 31, 2022, 2023 and 2024 and six months ended June 30, 2025. Under existing PRC
laws and regulations, our mainland China subsidiaries are allowed to pay dividends in foreign
currencies to us without prior SAFE approval by following the applicable procedural
requirements. However, our mainland China subsidiaries are allowed to pay dividends to us
only out of their accumulated profits, if any, determined in accordance with Chinese accounting
standards and regulations. Our mainland China subsidiaries are required to set aside at least
10% of their after-tax profits after making up previous years’ accumulated losses each year, if
any, to fund certain statutory reserve funds until the total amount set aside reaches 50% of their
registered capital. These reserves are not distributable as cash dividends. Payments of current
account items, including profit distributions, interest payments and trade and service-related
foreign exchange transactions, can be made in foreign currencies without prior SAFE approval
as long as certain procedural requirements are fulfilled. Therefore, historically, our mainland
China subsidiaries have not paid dividends to us, and they will not be able to pay dividends
until they generate accumulated profits. See “— Holding Company Structure.” Furthermore,
approval from or registration with competent government authorities is required where the
Renminbi is to be converted into foreign currency and remitted out of mainland China to pay
capital expenses such as the repayment of loans denominated in foreign currencies. The PRC
government may at its discretion restrict access to foreign currencies for current account
transactions in the future. If the foreign exchange control system prevents us from obtaining
sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to
pay dividends in foreign currencies to our shareholders, including holders of our Shares and
ADSs.
Some of government grants received and anticipated to be received by our Company are
unconditional while some have conditions attached. Under the terms and conditions of the
governments grants received and anticipated to be received, we are required to meet certain
requirements of operational performance, such as operating in a specified area for a minimum
period of time, or financial performance such as minimum revenue amount and tax payment in
certain time period in the specified regions of mainland China.
FINANCIAL INFORMATION
– 462 –


--- page 473 ---
We received government grants in cash of RMB24.9 million, RMB52.4 million, RMB19.5
million (US$2.7 million) and RMB6.2 million (US$0.9 million) for the years ended December
31, 2022, 2023, and 2024 and six months ended June 30, 2025, respectively. Almost all the
grants were provided by the governments in mainland China and received in Renminbi.
In September 2024, we borrowed RMB50.0 million (US$7.0 million) at an annual interest
rate of 2.9% with a term of two years. In November and December 2024, we borrowed certain
loans with a total principal amount of RMB30.0 million (US$4.2 million) at an annual interest
rate of 2.5% with a term of one year. During the six months ended June 30, 2025, two
commercial banks in PRC provided the Group with certain one-year short-term loans with total
principal amount of RMB40.0 million (bearing annual interest rates of 2.25% and 2.30%) and
RMB32.2 million (bearing annual interest rates of 2.15%), respectively.
Cash Flows
The following table sets forth the movements of our cash flows for the years/periods
presented:
For the Y ear Ended December 31,
For the Six Months Ended
June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Net cash used in
operating activities /H1118/H1118(670,381) (474,890) (593,595) (82,863) (327,180) (663,396) (92,606)
Net cash (used
in)/generated from
investing activities /H1118/H1118/H1118(2,202,414) (546,944) 325,505 45,439 453,236 218,699 30,529
Net cash generated from/
(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,184,588 446,954 2,823,875 394,198 (8,877) 3,899 544
Net (decrease)/increase
in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118(688,207) (574,880) 2,555,785 356,774 117,179 (440,798) (61,533)
Cash and cash
equivalents as of
January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H11182,725,568 2,233,691 1,661,152 231,888 1,661,152 4,268,300 595,832
Effect of foreign
exchange rate changes /H1118 196,330 2,341 51,363 7,170 50,612 8,635 1,205
Cash and cash
equivalents at the end
of the year/period /H1118/H1118/H11182,233,691 1,661,152 4,268,300 595,832 1,828,943 3,836,137 535,504
FINANCIAL INFORMATION
– 463 –


--- page 474 ---
Operating Activities
Net cash used in operating activities in the six months ended June 30, 2025 was
RMB663.4 million (US$92.6 million). The difference between the loss for the period of
RMB791.5 million (US$110.5 million) and operating cash outflow was primarily the result of
(i) the adjustment of non-cash items of RMB278.3 million (US$38.8 million), mainly consisted
of share-based compensation expenses of RMB219.5 million (US$30.6 million) and
depreciation and amortization of RMB73.0 million (US$10.2 million), and (ii) a net increase
in working capital, which represents total current assets less total current liabilities, by
RMB146.3 million (US$20.4 million). The net increase in working capital was primarily
attributable to an increase in inventories of RMB115.0 million (US$16.1 million) mainly
driven by increased stocking for foreseeable purchase orders, a decrease in other payables,
deposits received and accrued expenses of RMB56.5 million (US$7.9 million) mainly due to
the payment of bonus, partially offset by an increase in trade payables of RMB32.1 million
(US$4.5 million) mainly due to the expansion of purchase scale.
Net cash used in operating activities in 2024 was RMB593.6 million (US$82.9 million).
The difference between the loss for the year of RMB2,516.8 million (US$351.3 million) and
operating cash outflow was primarily the result of (i) the adjustment of non-cash items of
RMB1,919.5 million (US$268.0 million), mainly consisted of share-based compensation
expenses of RMB1,187.9 million (US$165.8 million) and changes in the carrying amounts of
preferred shares and other financial instruments subject to redemption and other preferential
rights of RMB465.3 million (US$65.0 million), and (ii) a net decrease in working capital,
which represents total current assets less total current liabilities, by RMB7.5 million (US$1.0
million). The net decrease in working capital was primarily attributable to an increase in other
payables, deposits received and accrued expenses of RMB98.6 million (US$13.8 million), a
decrease in trade receivables and contract assets of RMB43.2 million (US$6.0 million) mainly
due to enhanced cash collection from customers, partially offset by (i) a decrease in amounts
due to related parties of RMB68.4 million (US$9.5 million) for settlement of purchase orders
to Y utong Group and Y uji and its affiliate, and (ii) an increase in inventories of RMB62.3
million (US$8.7 million) mainly driven by stocking for foreseeable purchase orders.
Net cash used in operating activities in 2023 was RMB474.9 million. The difference
between the loss for the year of RMB1,949.1 million and operating cash outflow was primarily
the result of (i) the adjustment of non-cash items of RMB1,585.2 million, mainly consisted of
share-based compensation expenses of RMB931.8 million, changes in the carrying amounts of
preferred shares and other financial instruments subject to redemption and other preferential
rights of RMB554.0 million, and (ii) partially offset by a net increase in working capital by
RMB108.1 million. The net increase in working capital was primarily attributable to increase
in trade receivables of RMB54.1 million mainly due to the aging deterioration of receivables
and longer period for cash collection, increase in inventories of RMB68.5 million driven by
increased stocking for foreseeable purchase orders, and an increase in prepayments, deposits
and other receivables of RMB108.4 million primarily due to prepayments for the bulk purchase
of autonomous driving sensors and increased payments made on behalf of customers.
FINANCIAL INFORMATION
– 464 –


--- page 475 ---
Net cash used in operating activities in 2022 was RMB670.4 million. The difference
between the loss for the year of RMB1,298.5 million and operating cash outflow was primarily
the result of (i) the adjustment of non-cash items of RMB991.9 million, mainly consisted of
changes in the carrying amounts of preferred shares and other financial instruments subject to
redemption and other preferential rights of RMB479.2 million, inducement charges of warrants
of RMB125.2 million and share-based compensation expenses of RMB325.4 million, and
(ii) partially offset by a net increase in working capital by RMB363.8 million. The net increase
in working capital was primarily attributable to an increase in trade receivables and contract
assets of RMB308.9 million and an increase in inventory of RMB41.5 million driven by the
increase in the sales of our autonomous driving vehicles and provision of ADAS services and
partially offset by (i) an increase in other non-current liabilities and other payables, deposits
received and accrued expenses of RMB14.8 million and (ii) a decrease in prepayments to and
amount due from related parties by RMB9.0 million.
To better manage operating cash flow, we will implement the following measures:
 Cash Flow Budgeting. Establish a detailed budget at the revenue and expenditure
level, comparing planned versus actual figures to ensure expenditures align with our
budget and allow for timely adjustments.
 Cash Flow Forecast. Regularly forecast inflows and outflows to maintain adequate
funding and prevent shortages.
 Cost Control. Strengthen expense management to reduce unnecessary spending and
improve funding efficiency.
 Working Capital Optimization. Accelerate our trade receivable collections and
optimize inventory levels to reduce capital requirements.
 Performance Monitor. Analyze key metrics (e.g., current ratio, burn rate) to assess
our funding health and adjust our financial strategies accordingly.
Specifically, we have set a 25-year budget target, adjusting departmental budget
expenditures based on this goal. Through monthly and quarterly internal management reports
and meetings, we will track budget revenue achievement, expense utilization progress, and
funding use, allowing for quarterly forecasts and adjustments to ensure controlled funding use.
Furthermore, management will hold monthly meetings to monitor trade receivable collection,
to ensure continuous follow-up on aged receivables.
FINANCIAL INFORMATION
– 465 –


--- page 476 ---
Investing Activities
Cash generated from investing activities in the six months ended June 30, 2025 was
RMB218.7 million (US$30.5 million), consisting primarily of proceeds from maturity of time
deposits of RMB468.6 million (US$65.4 million) and partially offset by payments for purchase
of property and equipment of RMB134.4 million (US$18.8 million) and purchase of time
deposits of RMB100.0 million (US$14.0 million).
Cash generated from investing activities in 2024 was RMB325.5 million (US$45.4
million), consisting primarily of proceeds from maturity of time deposits of RMB5,156.8
million (US$719.9 million) and proceeds from sales of financial assets measured at FVTPL of
RMB324.8 million (US$45.3 million), partially offset by payments for purchase of financial
assets at FVTPL of RMB1,807.5 million (US$252.3 million) and purchase of time deposits of
RMB3,257.0 million (US$454.7 million).
Cash used in investing activities in 2023 was RMB546.9 million, consisting primarily of
purchase of time deposits of RMB2,915.3 million and payments for purchase of financial assets
at FVTPL of RMB1,965.3 million, partially offset by proceeds from sales of financial assets
at FVTPL of RMB2,925.3 million and proceeds from maturity of time deposits of RMB1,454.4
million.
Cash used in investing activities in 2022 was RMB2,202.4 million, consisting primarily
of purchase of financial assets at FVTPL of RMB2,041.2 million and purchase of time deposits
of RMB1,487.9 million, partially offset by proceeds from sales of financial assets at FVTPL
of RMB929.8 million.
Financing Activities
Cash generated from financing activities in the six months ended June 30, 2025 was
RMB3.9 million (US$0.5 million), consisting primarily of proceeds from bank loans of
RMB72.2 million (US$10.1 million), proceeds from issuance of Class A Ordinary Shares for
exercise of share options of RMB25.5 million (US$3.6 million), partially offset by payment of
withholding tax arising from the settlement of vested restricted share units of RMB50.8 million
(US$7.1 million), payment of lease liabilities of RMB28.5 million (US$4.0 million), payment
of listing expenses relating to the public offering of RMB10.8 million (US$1.5 million) and
payment of bank loans on RMB2.5 million (US$0.3 million).
Cash generated from financing activities in 2024 was RMB2,823.9 million (US$394.2
million), consisting primarily of proceeds from issuance of ordinary shares relating to our U.S.
IPO and exercise of the over-allotment option, net of commissions of RMB3,170.8 million
(US$442.6 million) which was partially offset by payment of withholding tax arising from the
settlement of vested restricted share units of RMB394.2 million (US$55.0 million).
Cash generated from financing activities in 2023 was RMB447.0 million, consisting
primarily of proceeds from issuance of preferred shares and other financial instruments subject
to redemption and other preferential rights of RMB485.3 million.
FINANCIAL INFORMATION
– 466 –


--- page 477 ---
Cash generated from financing activities in 2022 was RMB2,184.6 million, consisting
primarily of proceeds from issuance of preferred shares and other financial instruments subject
to redemption and other preferential rights of RMB2,163.4 million.
Contractual Obligations
Our contractual obligations primarily include (i) our operating lease obligations, (ii) our
obligations to repurchase equity interest of and make payment to certain investors in one of our
subsidiaries if certain agreed performance condition is not satisfied, (iii) vehicle purchase
agreements with our OEM partners, and (iv) research and development service agreement with
another OEM partner.
Our operating lease obligations primarily related to the rentals for office premises, staff
accommodations and garage in mainland China and outside mainland China. Our leasing
expense was RMB33.1 million, RMB37.1 million, RMB40.2 million (US$5.6 million) and
RMB26.9 million (US$3.8 million) for the years ended December 31, 2022, 2023 and 2024 and
six months ended June 30, 2025, respectively.
The following table sets forth our operating lease obligations as of June 30, 2025.
Payment Due by Period
Total
Less Than
1 year 1-2 Y ears 2-5 Y ears
(RMB in thousands)
Operating lease commitment /H1118/H1118/H1118/H1118/H111859,385 35,899 14,428 9,058
In addition, WeRide HK, Guangzhou Jingqi and two investors jointly established
Wenyuan Y uexing and entered into a shareholders agreement in respect thereto. The investors
injected capital of RMB36.0 million and RMB28.8 million in exchange for 20% and 16%
equity interest of Wenyuan Y uexing, respectively. Pursuant to the terms of the shareholders
agreement, the investors have the right to require us to repurchase all or a part of their equity
interests in Wenyuan Y uexing and to require us to pay any shortfall if their investment return
falls below 10% of the original injection amount, if certain agreed performance condition is not
satisfied. Based on negotiation among us and the shareholders of Wenyuan Y uexing, we have
redeemed 15% equity from one of the investors in 2021. Our total liabilities under the
aforementioned obligations were RMB41.4 million (US$5.8 million) as of June 30, 2025.
We entered into a vehicle purchase agreement with an affiliate of our Shareholder,
pursuant to which we committed to purchase vehicles with an aggregated purchase amount of
RMB100.3 million (US$14.0 million) in 2024. As of June 30, 2025, we had paid RMB62.0
million (US$8.7 million) under this vehicle purchase agreement.
We also entered into a vehicle purchase agreement with a third-party OEM partner,
pursuant to which we committed to purchase vehicles manufactured by this third-party OEM
partner with an aggregated purchase amount of RMB32.7 million (US$4.6 million) in 2024 and
2025. As of June 30, 2025, we had paid RMB18.6 million (US$2.6 million) under this vehicle
purchase agreement.
FINANCIAL INFORMATION
– 467 –


--- page 478 ---
Furthermore, we entered into a research and development service agreement with another
OEM partner, pursuant to which we will purchase research and development services with an
aggregated purchase amount of RMB216.8 million (US$30.3 million) in 2024 and 2025. As of
June 30, 2025, no research and development services had been provided and we have not paid
any consideration yet.
We intend to fund our existing and future material cash requirements with our existing
cash balance. Other than as discussed above, we did not have any significant capital or other
commitments, long-term or other contractual obligations or guarantees, including relating to
contracts entered into with our OEM partners and Tier-1 supplier partners, as of June 30, 2025.
CASH OPERATING COSTS
The following table sets forth key information relating to our cash operating cost for the
years/periods presented:
Y ear Ended December 31, Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
Personnel-related
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118471,217 566,735 725,604 101,290 324,556 453,548 63,313
Direct service and
production costs,
including materials
(2) /H1118 260,165 127,462 193,345 26,990 (54,064) 22,170 3,095
R&D(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,138 148,234 234,773 32,773 78,858 151,210 21,108
Product/servicing
marketing (4) /H1118/H1118/H1118/H1118/H1118/H11186,697 6,466 16,340 2,281 5,233 9,310 1,300
Non-income taxes,
royalties and other
governmental charges /H1118 136 4,619 1,107 155 1,768 929 130
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118854,353 853,516 1,171,169 163,489 356,351 637,167 88,946
Notes:
(1) Cash operating costs relating to personal-related expenses represent the sum of payroll and employee
benefits expenses under research and development expenses, administrative expenses, cost of revenue
and selling expenses (excluding share-based compensation expenses which is non-cash in nature),
adjusted for changes in other payables, deposits received and accrued expenses relating to payroll and
employee benefits expenses as of previous and current end of period under the above operating
expenses.
(2) Cash operating costs relating to direct service and production costs, including materials, including cost
of goods sold from cost of revenue (excluding employee benefit expenses and non-cash items under cost
of revenue) adjusted for changes in prepayments and other receivables, inventories, trade payables and
amounts due to related parties relating to cost of revenue as of previous and current end of period.
(3) R&D costs under cash operating costs represent research and development expenses (excluding payroll
and employee benefits expenses, share-based compensation expenses and non-cash items under research
and development expenses) adjusted for changes in other payables, deposits received and accrued
expenses relating to R&D activities as of previous and current end of period.
FINANCIAL INFORMATION
– 468 –


--- page 479 ---
(4) Cash operating costs relating to product/service marketing represent selling expenses (excluding payroll
and employee benefits expenses and share-based compensation expenses and non-cash items under
selling and marketing expenses) adjusted for changes in other payables, deposits received and accrued
expenses relating to sales and marketing activities as of previous and current end of period.
INDEBTEDNESS
The following table sets forth the details of our indebtedness as of the dates presented:
As of December 31, As of June 30, As of August 31,
2022 2023 2024 2025 2025
RMB RMB RMB US$ RMB US$ RMB US$
(in thousands)
(unaudited)
Current liabilities:
Preferred shares and other
financial instruments
subject to redemption and
other preferential rights
(1) /H11187,017,554 8,181,72 2––––––
Lease liabilities – current /H1118/H1118 32,009 31,098 36,900 5,151 34,386 4,800 35,367 4,937
Put option liabilities
– current (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 41,099 5,737 41,424 5,783 41,536 5,798
Short-term bank loans /H1118/H1118/H1118/H1118 – – 30,019 4,190 102,275 14,277 200,408 27,976
Non-current liabilities:
Lease liabilities
– non-current /H1118/H1118/H1118/H1118/H1118/H1118/H111835,864 22,309 26,059 3,638 21,198 2,959 23,418 3,269
Put option liabilities
– non-current (2) /H1118/H1118/H1118/H1118/H1118/H111839,812 40,44 9––––––
Long-term bank loan /H1118/H1118/H1118/H1118/H1118– – 50,040 6,985 47,534 6,635 47,772 6,669
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,125,239 8,275,578 184,117 25,701 246,817 34,454 348,501 48,649
Notes:
(1) Preferred shares and other financial instruments subject to redemption and other preferential rights consisted
of (i) other financial instruments issued to investors and (ii) convertible redeemable preferred shares. See Note
23 to the Accountants’ Report in Appendix I to this prospectus.
(2) WeRide HK, Guangzhou Jingqi and two investors jointly established Wenyuan Y uexing and entered into a
shareholders agreement in respect thereto. The investors injected capital of RMB36.0 million and RMB28.8
million in exchange for 20% and 16% equity interest of Wenyuan Y uexing, respectively. Pursuant to the terms
of the shareholders agreement, the investors have the right to require us to repurchase all or a part of their
equity interests in Wenyuan Y uexing and to require us to pay any shortfall if their investment return falls below
10% of the original injection amount, if certain agreed performance condition is not satisfied. Based on
negotiation among us and the shareholders of Wenyuan Y uexing, we have redeemed 15% equity from one of
the investors in 2021. See Note 24 to the Accountants’ Report in Appendix I to this prospectus.
FINANCIAL INFORMATION
– 469 –


--- page 480 ---
Bank Loans
As of December 31, 2022 and 2023, we did not have any bank loans. As of December 31,
2024, June 30, 2025 and August 31, 2025, we had bank loans of RMB80.1 million (US$11.2
million), RMB149.8 million (US$20.9 million) and RMB248.2 million (US$34.6 million),
respectively. The short-term bank loans we had bear an annual interest rate ranging from 2.15%
to 2.5%, with a term of one year. The long-term bank loan we had bears an annual interest rate
of 2.9%, with a term of two years.
The following table sets forth a breakdown of our bank loans as of the dates presented:
As of December 31, As of June 30, As of August 31,
2022 2023 2024 2025 2025
RMB RMB RMB US$ RMB US$ RMB US$
(in thousands)
(unaudited)
Bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Secured and unguaranteed /H1118/H1118/H1118 – – 50,040 6,985 87,554 12,222 117,871 16,455
Unsecured and unguaranteed /H1118/H1118 – – 30,019 4,190 62,255 8,690 130,309 18,190
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 80,059 11,175 149,809 20,912 248,180 34,645
As of August 31, 2025, we had unutilized banking facilities of RMB50.0 million (US$7.0
million).
Lease Liabilities
Our lease liabilities primarily relate to our leased properties for office premises. Our lease
liabilities decreased from RMB67.9 million as of December 31, 2022 to RMB53.4 million as
of December 31, 2023, primarily due to a decrease in rents for the newly leased premises. Our
lease liabilities increased from RMB53.4 million as of December 31, 2023 to RMB63.0 million
(US$8.8 million) as of December 31, 2024, primarily due to our additional office lease. Our
lease liabilities decreased from RMB63.0 million (US$8.8 million) as of December 31, 2024
to RMB55.6 million (US$7.8 million) as of June 30, 2025, primarily due to regular payment
of rent. As of August 31, 2025, we had lease liabilities of RMB58.8 million (US$8.2 million).
FINANCIAL INFORMATION
– 470 –


--- page 481 ---
The following table shows the remaining contractual maturities of our lease liabilities as
of the dates presented:
As of December 31, As of June 30, As of August 31,
2022 2023 2024 2025 2025
RMB RMB RMB US$ RMB US$ RMB US$
(in thousands)
(unaudited)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,009 31,098 36,900 5,151 34,386 4,800 35,367 4,937
After 1 year but within 2 years /H1118/H111820,626 15,658 20,883 2,915 13,237 1,848 13,068 1,824
After 2 years but within 5 years /H1118 15,238 6,651 5,176 723 7,961 1,111 10,350 1,445
67,873 53,407 62,959 8,789 55,584 7,759 58,785 8,206
Indebtedness Statement
Our Directors confirm that there has not been any material change in our indebtedness
since August 31, 2025, being the latest practicable date for the purpose of our indebtedness
statement, and up to the Latest Practicable Date. Our Directors confirm that, as of the Latest
Practicable Date, there was no restrictive covenant in our indebtedness which could
significantly limit our ability to obtain future financing, nor did us experience any difficulty
in obtaining bank loans and other borrowings, default in payment of bank loans and other
borrowings or breach of covenant during the Track Record Period and up to the Latest
Practicable Date. As of the Latest Practicable Date, we did not have plans for other material
external debt financing.
Except as disclosed above, we did not have, as of August 31, 2025, any outstanding debt
securities, mortgage, charges, debentures or other loan capital (issued or agreed to be issued),
bank overdrafts, loans, liabilities under acceptance or acceptance credits, or other similar
indebtedness, leasing and financial leasing commitments, hire purchase commitments,
guarantees or other material contingent liabilities on a consolidated basis.
FINANCIAL INFORMATION
– 471 –


--- page 482 ---
CONTINGENT LIABILITIES
As of the Latest Practicable Date, we did not have any contingent liabilities.
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios for the years/periods and
as of the dates presented.
As of/Y ear Ended December 31,
As of/Six
Months Ended
June 30,
2022 2023 2024 2025
Gross margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.1% 45.7% 30.7% 30.6%
R&D expenditure ratio (1) /H1118/H1118 74.5% 61.3% 47.8% 67.8%
Current ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.69 0.63 13.43 11.04
Notes:
(1) R&D expenditure ratio is calculated by dividing the R&D expenditure by the total operating expenditure
for the years/periods presented, which consisted of research and development expenses, administrative
expenses and selling expenses, adjusted by adding back intangible assets acquired from third parties for
R&D activities, and deducting amortization expense of intangible assets included in R&D expenses.
See “— R&D Expenditure and Total Operating Expenditure” for details.
(2) Current ratio is calculated based on total current assets divided by total current liabilities as of the dates
presented.
FINANCIAL INFORMATION
– 472 –


--- page 483 ---
R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE
During the Track Record Period, our R&D expenditure consisted of research and
development expenses adjusted by adding back intangible assets acquired from parties and
deducting amortization expense of intangible assets included in R&D expenses. The following
table sets forth our R&D expenditure over the Track Record Period presented:
Y ear Ended December 31, Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Research and
development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118758,565 1,058,395 1,091,357 152,348 517,210 644,635 89,988
Adjustments:
Add: Intangible assets
acquired from third
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,243 127 1,504 210 – 117 16
Less: Amortization
expense of intangible
assets included in
R&D expenses /H1118/H1118/H1118/H1118(283) (281) (300) (42) (144) (220) (31)
R&D expenditure /H1118/H1118/H1118760,525 1,058,241 1,092,561 152,516 517,066 644,532 89,973
Total R&D
expenditure /H1118/H1118/H1118/H1118/H1118 2,911,327
(1) 406,406 3,555,859 (2) 496,379
Notes:
(1) Total R&D expenditure for the three financial years prior to Listing.
(2) Total R&D expenditure over the Track Record Period.
FINANCIAL INFORMATION
– 473 –


--- page 484 ---
The following table sets forth our total operating expenditure over the Track Record
Period presented:
Y ear Ended December 31, Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Research and
development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118758,565 1,058,395 1,091,357 152,348 517,210 644,635 89,988
Administrative
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118237,236 625,369 1,138,802 158,970 208,293 278,942 38,939
Selling expenses /H1118/H1118/H1118/H111823,574 41,447 53,566 7,478 22,784 27,780 3,878
Adjustments:
Add: Intangible assets
acquired from third
parties and
capitalized in R&D
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,243 127 1,504 210 – 117 16
Less: Amortization
expense of intangible
assets included in
R&D expenses /H1118/H1118/H1118/H1118(283) (281) (300) (42) (144) (220) (31)
Total operating
expenditure /H1118/H1118/H1118/H1118/H11181,021,335 1,725,057 2,284,929 318,964 748,143 951,254 132,790
Total operating
expenditure
(1) /H1118/H1118/H1118/H1118 5,031,321 (2) 702,345 5,982,575 (3) 835,135
Notes:
(1) Total operating expenditure consisted of research and development expenses, administrative expenses
and selling expenses, adjusted by adding intangible assets acquired from third parties for R&D
activities, and deducting amortization expense of intangible assets included in R&D expenses.
(2) Total operating expenditure for the three financial years prior to Listing.
(3) Total operating expenditure over the Track Record Period.
FINANCIAL INFORMATION
– 474 –


--- page 485 ---
The following table sets forth our R&D expenditure ratio for the years/periods presented
and total R&D expenditure ratio over the Track Record Period:
Y ear Ended December 31,
Six Months Ended
June 30,
2022 2023 2024 2024 2025
R&D expenditure
ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874.5% 61.3% 47.8% 69.1% 67.8%
Total R&D
expenditure ratio /H1118 57.9% (2) 59.4% (3)
Notes:
(1) Calculated by dividing the R&D expenditure for the years/periods presented by the total operating
expenditure for the years/periods presented.
(2) Calculated by dividing total R&D expenditure for the three financial years prior to Listing by total
operating expenditure for the three financial years prior to Listing.
(3) Calculated by dividing total R&D expenditure over the Track Record Period by total operating
expenditure over the Track Record Period.
CAPITAL EXPENDITURE
Our capital expenditures were RMB82.7 million, RMB37.0 million, RMB85.5 million
(US$11.9 million) and RMB134.5 million (US$18.8 million) for the years ended December 31,
2022, 2023 and 2024 and the six months ended June 30, 2025, respectively. Capital
expenditures primarily represent expenditures on payments for purchase of property and
equipment, and intangible assets. The following table sets forth our capital expenditure for the
years/periods presented:
Y ear Ended December 31, Six Months Ended June 30,
2022 2023 2024 2024 2025
RMB RMB RMB US$ RMB RMB US$
(in thousands)
(unaudited)
Purchase of property
and equipment /H1118/H1118/H1118/H1118(80,812) (36,650) (84,004) (11,726) (33,272) (134,354) (18,755)
Purchase of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,881) (304) (1,504) (210) – (117) (16)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(82,693) (36,954) (85,508) (11,936) (33,272) (134,471) (18,771)
FINANCIAL INFORMATION
– 475 –


--- page 486 ---
We expect our capital expenditures to continue to be significant in the foreseeable future
as we expand our business and continue to invest in technological development. We intend to
fund our future capital expenditures with our existing cash balance and proceeds from the
Global Offering. See “Future Plans and Use of Proceeds.” We may adjust our capital
expenditures for any given year/period according to our development plans or in light of
market conditions and other factors we believe to be appropriate.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Prior to completion of our U.S. IPO on October 25, 2024, we were a private company with
limited accounting personnel and other resources with which to address our internal control
over financial reporting. We identified and our independent registered public accounting firm,
in connection with their audits, identified a material weakness in our internal control over
financial reporting. As defined in the standards established by the PCAOB, a “material
weakness” is a deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis.
The material weakness identified is that we lack sufficient financial reporting and
accounting personnel with appropriate knowledge of IFRS and the SEC reporting requirements
to properly address complex IFRS accounting issues and related disclosures in accordance with
IFRS and financial reporting requirements set forth by the SEC. The material weakness, if not
remediated timely, may lead to material misstatements in our consolidated financial statements
in the future. Neither we nor our independent registered public accounting firm undertook a
comprehensive assessment of our internal control for purposes of identifying and reporting
material weaknesses and other control deficiencies in our internal control over financial
reporting. Had we performed a formal assessment of our internal control over financial
reporting or had our independent registered public accounting firm performed an audit of our
internal control over financial reporting, additional deficiencies may have been identified.
We have implemented and plan to implement a number of measures to address the
material weakness that has been identified in connection with the audit of our consolidated
financial statements as of and for the years ended December 31, 2022, 2023 and 2024 and the
six months ended June 30, 2025. We have taken measures and plan to continue to take measures
to remediate these deficiencies. We plan to (i) provide IFRS reporting training to enhance our
team’s finance and accounting capabilities, (ii) hire more experienced professionals and engage
external experts when needed to strengthen the financial reporting function, (iii) conduct
regular internal control assessments, (iv) update financial reporting policies to ensure
compliance, and (v) further improve our reporting processes for timely and accurate handling
of complex accounting issues. However, we cannot assure you that all these measures will be
sufficient to remediate our material weakness in time, or at all. See “Risk Factors — Risks
Related to Our General Operations — If we fail to develop and maintain an effective system
of internal control over financial reporting, we may be unable to accurately report our financial
results or prevent fraud.”
FINANCIAL INFORMATION
– 476 –


--- page 487 ---
As a company with less than US$1.235 billion in revenue for fiscal year of 2024, we
qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth
company may take advantage of specified reduced reporting and other requirements that are
otherwise applicable generally to public companies. These provisions include exemption from
the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in the
assessment of the emerging growth company’s internal control over financial reporting.
In preparation for the Global Offering, we have engaged an independent third party
consultant, or the Internal Control Consultant, to perform a review over selected areas of our
internal controls over financial reporting, or the Internal Control Review, and a follow-up
review during the period from January 2025 to February 2025. The Internal Control Review
and the follow-up review performed by our Internal Control Consultant constituted a Long
Form Report engagement pursuant to the relevant technical bulletin AA TB1 issued by the Hong
Kong Institute of Certified Public Accountants.
The scope of the Internal Control Review performed by the Internal Control Consultant
was agreed in advance between our Company, the Joint Sponsors and the Internal Control
Consultant. The selected areas of the internal controls over financial reporting that were
reviewed by our Internal Control Consultant included entity-level controls and business
process level controls, covering revenue and receivables, purchases and payables, inventories,
payroll, assets management, treasury, insurance, taxation, contract management, general
controls of information technology, research and development, intellectual property and
trademark management. As a result of the Internal Control Review, we identified certain areas
that require improvements. We have subsequently taken remedial measures in response to the
findings identified and recommendations provided by our Internal Control Consultant. The
Internal Control Consultant performed the follow-up review in February 2025 to review the
status of the actions taken by the Company to address the findings of the Internal Control
Review. No material deficiencies were identified as part of the Internal Control Review and the
Internal Control Consultant did not have any further recommendation in the follow-up review.
The Internal Control Review was conducted based on information provided by us and no
assurance or opinion on internal controls was expressed by the Internal Control Consultant. On
this basis, our Directors are of the view that the measures adopted for enhancing our internal
control over financial reporting are adequate and effective in this context. Based on the due
diligence works performed by the Joint Sponsors, nothing has come to the Joint Sponsors’
attention that would cause them to cast reasonable doubt on the reasonableness of the
Directors’ view set out above.
HOLDING COMPANY STRUCTURE
WeRide Inc. is a holding company with no material operations of its own. We conduct our
business primarily through our subsidiaries in mainland China. As a result, our ability to pay
dividends depends upon dividends paid by our mainland China subsidiaries. If our existing
mainland China subsidiaries or any newly formed ones incur debt on their own behalf in the
future, the instruments governing their debt may restrict their ability to pay dividends to us. In
addition, our wholly foreign-owned subsidiaries in mainland China are permitted to pay
FINANCIAL INFORMATION
– 477 –


--- page 488 ---
dividends to us only out of its retained earnings, if any, as determined in accordance with PRC
accounting standards and regulations. Under PRC law, each of our subsidiaries in mainland
China is required to set aside at least 10% of its after-tax profits each year, if any, to fund
certain statutory reserve funds until such reserve funds reach 50% of their registered capital.
In addition, our wholly foreign-owned subsidiaries in mainland China may allocate a portion
of their after-tax profits based on PRC accounting standards to enterprise expansion funds and
staff bonus and welfare funds at their discretion. The statutory reserve funds and the
discretionary funds are not distributable as cash dividends. Remittance of dividends by a
wholly foreign-owned company out of mainland China is subject to examination by the banks
designated by SAFE. Our mainland China subsidiaries have not paid dividends and will not be
able to pay dividends until they generate accumulated profits and meet the requirements for
statutory reserve funds.
DIVIDEND AND DIVIDEND POLICY
During the Track Record Period, we did not pay or declare any dividend. According to our
dividend policy, the Articles of Association and applicable laws and regulations, the
determination to pay dividends will be made at the discretion of our Directors and will depend
upon, among others, the financial results, cash flow, business conditions and strategies, future
operations and earnings, capital requirements and expenditure plans, any restrictions on
payment of dividends, and other factors that our Directors may consider relevant. We do not
have a pre-determined dividend payout ratio. We will continue to re-evaluate our dividend
policy in light of our financial condition and the prevailing economic environment.
As advised by our Cayman legal advisors, we are a holding company incorporated under
the laws of the Cayman Islands, pursuant to which, the financial position of accumulated losses
does not prohibit us from declaring and paying dividends to our Shareholders, as dividends
may still be declared and paid out of our share premium account notwithstanding our
profitability, provided that our Company satisfies the solvency test set out in the Cayman
Companies Act.
WORKING CAPITAL CONFIRMATION
We recorded net current assets as of December 31, 2022, and 2023, excluding “preferred
shares and other financial instruments subject to redemption and other preferential rights.” This
item was classified as a current liability solely due to the presence of outstanding preferred
shares and other financial instruments subject to redemption and other preferential rights prior
to our U.S. IPO. All such preferred shares and other financial instruments subject to redemption
and other preferential rights were converted into our Shares in connection with our U.S. IPO.
We recorded net current assets as of December 31, 2024, June 30, 2025 and August 31, 2025,
respectively.
FINANCIAL INFORMATION
– 478 –


--- page 489 ---
The Directors are of the opinion that, taking into account of the financial resources
available to us, including cash and cash equivalents and the estimated net proceeds from the
Global Offering, we have sufficient working capital for our requirements for at least the next
12 months from the date of this prospectus.
Our cash burn rate refers to the average monthly aggregate amount of (i) net cash used
in operating activities, (ii) payments for purchase of property and equipment, (iii) payments for
purchase of intangible assets, (iv) payment of capital element of lease liabilities, and (v)
payment of interest element of lease liabilities. Our historical cash burn rate was RMB65.9
million, RMB46.1 million, RMB60.5 million, RMB64.5 million and RMB137.7 million
(US$19.2 million) for the years ended December 31, 2022, 2023 and 2024 and six months
ended June 30, 2024 and 2025, respectively, which were mainly due to our investment in R&D
activities. The increase in the cash burn rate from the year ended December 31, 2024 to the six
months ended June 30, 2025 was primarily attributable to higher purchase of vehicle
inventories in anticipation of foreseeable purchase orders, and an increase in purchase of
property and equipment for R&D activities. The total cash used during the Track Record Period
in relation to the historical cash burn rate was RMB2,896.6 million (US$404.3 million). We
had cash, cash equivalents and time deposits of RMB4,087.9 million (US$570.6 million),
current financial assets at FVTPL of RMB1,735.3 million (US$242.2 million) and unutilized
banking facilities of RMB147.8 million (US$20.6 million) as of June 30, 2025. All our time
deposits and current financial assets at FVTPL mature within three months, except for the
large-denomination certificates of deposit which have a one-year term and are transferable
through bank-designated channels at a price mutually agreed upon by the buyer and seller,
generally within a price range suggested by the bank. The terms of such large-denomination
certificates of deposit also allow for early redemption, either in part or in full, with interest
accruing at the demand deposit rate based on the actual holding period.
We estimate that we will receive net proceeds of approximately HK$2,932.1 million
(equivalent to approximately RMB2,678.9 million) after deducting the underwriting fees and
expenses payable by us in the Global Offering, assuming that the Over-allotment Option is not
exercised and based on the maximum Public Offer Price of HK$35.0 per Offer Share.
Assuming that the average cash burn rate going forward will be RMB120.0 million, based on
the underlying assumptions that (i) we will increase our investment in research and
development and recruit more engineers and technical talents to maintain our technological
advantage; (ii) we do not expect substantial capital investment; and (iii) we do not expect
significant acquisitions of fixed assets, we estimate that our cash and cash equivalents, time
deposits and current financial assets at FVTPL will be able to maintain our financial viability
for approximately 50 months (from June 30, 2025 to August 31, 2029) or, if we take into
account 10% of the estimated net proceeds from the Global Offering (namely, the portion
allocated for our working capital and other general purposes), approximately 52 months or, if
we take into account 100% of the estimated net proceeds from the Global Offering, for
approximately 72 months. We will continue to monitor our cash flows from operations closely
and maintain our financial viability through a variety of means, including, among others,
banking facilities and external financings. See “— Indebtedness.”
FINANCIAL INFORMATION
– 479 –


--- page 490 ---
DISTRIBUTABLE RESERVES
As of August 31, 2025, we did not have any distributable reserves.
RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. During the Track
Record Period, we entered into various related party transactions. See Note 33 to the
Accountants’ Report in Appendix I to this prospectus.
Our Directors are of the view that each of the significant related party transactions set out
in Note 33 to the Accountants’ Report included in Appendix I to this prospectus was conducted
on an arm’s length basis and would not distort our track record results or make our historical
results not reflective of our future performance.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any financial guarantees or
other commitments to guarantee the payment obligations of any third parties. We have not
entered into any derivative contracts that are indexed to our Shares and classified as
shareholder’s equity or that are not reflected in our historical financial information.
Furthermore, we do not have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We
do not have any variable interest in any unconsolidated entity that provides financing, liquidity,
market risk or credit support to us or engages in leasing, hedging or product development
services with us.
FINANCIAL RISKS MANAGEMENT
Our activities expose us to a variety of financial risks, including credit risk, liquidity risk,
interest rate risk, foreign currency risk, fair value measurement and cash concentration. Our
overall risk management procedures focus on the unpredictability of financial markets and seek
to minimize potential adverse effects on our financial performance. See Note 30 to the
Accountants’ Report included in Appendix I to this prospectus.
FINANCIAL INFORMATION
– 480 –


--- page 491 ---
Credit Risk
We are exposed to credit risk in relation to our trade receivables, amount due from related
parties, contract assets, receivables from payments made on behalf of customers, receivables
from loans to employees and other receivables. Our exposure to credit risk arising from time
deposits, financial assets at FVTPL, cash, cash equivalents and restricted cash is limited
because the counterparties are banks with high-credit-quality, for which we consider to have
low credit risk. We do not provide any guarantees which would expose us to credit risk.
Our exposure to credit risk is influenced mainly by the individual characteristics of each
customer rather than the industry or country in which the customers operate and therefore
significant concentrations of credit risk primarily arise when we have significant exposure to
individual customers. As of December 31, 2022, 2023 and 2024 and June 30, 2025, 26%, 44%,
28% and 7% of the total trade receivables and contract assets were due from our largest
customer, 91%, 47%, 37% and 19% of the total trade receivables, prepayments and amounts
due from related parties, contract assets and receivables from payments made on behalf of
customers were due from our five largest customers, respectively.
We performed individual credit evaluations on all our customers requiring credit over a
certain amount, focusing on our customer’s past history of making payments when due and
current ability to pay, and take into account information specific to our customer as well as
pertaining to the economic environment in which our customer operates. Trade receivables are
due within 30 to 90 days from the invoice date. We generally do not obtain collateral from our
customers.
Liquidity Risk
Individual operating entities within our Group are responsible for their own cash
management, including the short-term investment of cash surpluses and the raising of loans to
cover expected cash demands, subject to the approval by the Board when the loans and
borrowings exceed certain predetermined levels of authority. Our policy is to regularly monitor
our liquidity requirements and our compliance with lending covenants, to ensure that we
maintain sufficient reserves of cash and adequate committed lines of funding from major
financial institutions to meet our liquidity requirements in the short and longer term.
Interest Rate Risk
Interest-bearing financial instruments at variable rates and at fixed rates expose us to cash
flow interest rate risk and fair value interest risk, respectively. We determine the appropriate
weight of the fixed and floating rate interest-bearing instruments based on the current market
conditions and perform regular reviews and monitoring to achieve an appropriate mix of fixed
and floating rate exposure. We have not been exposed to, nor do we anticipate being exposed
to, material risks due to changes in market interest rates. We do not enter into financial
derivatives to hedge interest rate risk.
FINANCIAL INFORMATION
– 481 –


--- page 492 ---
Foreign Exchange Risk
We are exposed to currency risk primarily due to receivables, payables and cash balances
that are denominated in a currency other than the respective functional currencies of our
companies. Foreign exchange rate risks exist primarily for the U.S. dollar.
As of June 30, 2025, we had cash and cash equivalents denominated in U.S. dollar
amounting to US$296.5 million, trade receivables in U.S. dollar amounting to US$4.8 million
and intercompany payables in U.S. dollar amounting to US$209.3 million. A 10% depreciation
of Renminbi against the U.S. dollar based on the foreign exchange rate on June 30, 2025 would
result in a decrease of RMB65.9 million in cash and cash equivalents, trade receivables and
intercompany payables. A 10% appreciation of Renminbi against the U.S. dollar based on the
foreign exchange rate on June 30, 2025 would result in an increase of RMB65.9 million in cash
and cash equivalents, trade receivables and intercompany payables. We have not used any
derivative financial instruments to hedge exposure to foreign exchange risk. We monitor our
currency risk exposure by periodically reviewing foreign currency exchange rates and will
consider hedging significant foreign currency exposure should the need arise.
In addition, the value of your investment in our ADSs will be affected by the exchange
rate between the U.S. dollar and Renminbi because the value of our business is effectively
denominated in Renminbi, while our ADSs will be traded in U.S. dollars.
The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on
rates set by the People’s Bank of China. The Renminbi has fluctuated against the U.S. dollar,
at times significantly and unpredictably. It is difficult to predict how market forces or PRC or
U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar
in the future. To the extent that we need to convert U.S. dollars into Renminbi for our
operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect
on the RMB amount we receive from the conversion. Conversely, if we decide to convert
Renminbi into U.S. dollars for the purpose of making payments for dividends on our Shares or
ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi
would have a negative effect on the U.S. dollar amounts available to us.
Exchange differences on translation of financial statements of foreign operations
The results of foreign operations are translated into RMB at the average exchange rates
for the period. Statement of financial position items are translated into RMB at the foreign
exchange rates at the end of the years/periods presented. The resulting exchange differences are
recognized in other comprehensive income and accumulated separately in equity in the
translation reserve. The exchange differences on translation of foreign operations, which will
not be reclassified to profit or loss in subsequent periods, arose from our subsidiaries located
in Hong Kong and the United States. These subsidiaries, like the parent company, use U.S.
dollars as their functional currency. The financial statements of those subsidiaries had been
directly translated into the presentation currency, i.e., RMB, and the exchange differences had
been separately accumulated in respect of these subsidiaries. Therefore, no reclassification of
FINANCIAL INFORMATION
– 482 –


--- page 493 ---
these differences in respect of those subsidiaries is required or permitted in our consolidated
financial statements because these subsidiaries were not foreign operations from the currency
perspective, in which these subsidiaries conducted business activities.
LISTING EXPENSES INCURRED AND TO BE INCURRED
Listing expenses include professional fees, underwriting commission, and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately HK$156.7 million, representing approximately 5.07% of the gross proceeds
from the Global Offering (based on the maximum Public Offer Price of HK$35.0 per Offer
Share), which consist of (i) underwriting-related expenses (including but not limited to
commissions and fees) of approximately HK$108.4 million, and (ii) non-underwriting-related
expenses of approximately HK$48.3 million, including (a) fees and expenses of legal advisers
and accountants of approximately HK$31.0 million, and (b) other fees and expenses of
approximately HK$17.3 million. HK$105.5 million of the listing expenses which is directly
attributable to the issue of our Shares to the public in the Global Offering is expected to be
recognized directly as a deduction from equity upon the Listing, HK$33.8 million has been
charged to profit or loss during Track Record Period, and the remaining amount of HK$17.4
million of the listing expenses is expected to be expensed prior to the Listing.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
For the unaudited pro forma statement of adjusted net tangible assets of our Group
prepared in accordance with Rule 4.29 of the Listing Rules for illustrating the effect of the
Global Offering on the consolidated net tangible assets of our Group attributable to the equity
shareholders of the Company as at June 30, 2025 as if the Global Offering were completed on
June 30, 2025, please refer to Appendix II to this prospectus.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that there has been no material adverse change in our
financial or trading position or prospects since June 30, 2025, being the end date of our latest
historical financial information set out in the Accountants’ Report included in Appendix I to
this prospectus, and up to the date of this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there are no circumstances
that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing
Rules.
FINANCIAL INFORMATION
– 483 –


--- page 494 ---
OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
As of the Latest Practicable Date, Dr. Han, through XHL and THL, is interested in
41,249,590 Class B Ordinary Shares, representing approximately (i) 4.40% of the total issued
share capital of our Company, and (ii) 53.64% of the voting rights in our Company 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 40 votes.
Immediately following the completion of the Global Offering (assuming that the
Over-allotment Option is not exercised and no further Class A Ordinary Shares are allotted and
issued under the 2018 Share Plan), Dr. Han, through XHL and THL, will be interested in
41,249,590 Class B Ordinary Shares, representing approximately (i) 4.02% of the total issued
share capital of our Company, (ii) 52.14% of the voting rights in our 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 40 votes, (iii) 4.02% of the voting rights in our Company
with respect to Shareholder resolutions relating to the Reserved Matters on the basis that each
Share entitles the holder to exercise one vote, and (iv) 27.14% of the voting rights in our
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 assuming that the exercise of voting right attached to each Class B Ordinary Share will be
capped at ten votes. Dr. Han irrevocably undertakes to our Company that he shall procure XHL
and THL to exercise ten votes for each Class B Ordinary Share of which they are the holders
at any general meeting of our Company after the Listing and before the Articles of Association
are formally amended to incorporate the Unmet Articles Requirements except for the purpose
of passing the Amendment Resolutions at the Full Shareholders’ Meeting for which each of our
WVR Beneficiaries will exercise 40 votes for each Class B Ordinary Share. See “Waivers and
Exemption — Requirements Relating to the Articles of Association” for further details.
Accordingly, Dr. Han, XHL, and THL will constitute our single largest group of Shareholders
after the Listing.
INDEPENDENCE FROM OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
Our Directors believe that our Group will be capable of carrying out our business
independently from our single largest group of Shareholders and their respective close
associates after the Listing for the reasons set out below.
Operational Independence
We have established our own organizational structure, with each department assigned to
specific areas of responsibilities which have been in operation and are expected to continue to
operate independently from our single largest group of Shareholders and their respective close
associates. We are in possession of all relevant licenses, assets, copyrights, trademarks, and
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
– 484 –


--- page 495 ---
other intellectual properties necessary to carry on and operate our business. We have
independent access to suppliers and customers. In addition, we have sufficient operational
capacity in terms of capital and employees to operate independently.
Based on the above, our Directors believe that our Group will be able to operate
independently from our single largest group of Shareholders and their respective close
associates after the Listing.
Management Independence
Upon the Listing, our Board will comprise two executive Directors, two non-executive
Directors, and three independent non-executive Directors, and our senior management team
will comprise five members. Our executive Directors and senior management team are
responsible for the daily management of our operations.
Our Directors believe that our Group will be able to function independently from our
single largest group of Shareholders and their respective close associates after the Listing for
the following reasons:
(a) our Board has a balanced composition of executive Directors, non-executive
Directors, and independent non-executive Directors. Our independent non-executive
Directors are not associated with our single largest group of Shareholders or their
respective close associates, which ensures that decisions of our Board are made only
after due consideration of independent and impartial opinions;
(b) our independent non-executive Directors individually and collectively possess the
requisite knowledge, experience, and competence to provide a balance of potentially
interested Directors with a view to promoting the interests of our Company and our
Shareholders as a whole;
(c) our Company has established internal control mechanisms to identify connected
transactions to ensure that our Shareholders or Directors with conflicting interests
in a proposed transaction will abstain from voting on the relevant resolutions;
(d) each of our Directors is aware of his or her fiduciary duties and responsibilities
under the Listing Rules as a director of a listed issuer, which require that he or she
acts for the benefit and in the best interest of our Company, and does not allow any
conflict between his or her duties as a Director and his or her personal interests; and
(e) if there is a potential conflict of interest arising out of any transaction to be entered
into between our Group and our Directors or their respective close associates, the
interested Directors are obliged to declare and fully disclose such potential conflict
of interests, and shall abstain from voting at the relevant Board meetings in respect
of such transactions.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
– 485 –


--- page 496 ---
Based on the above, our Directors believe that they will be able to perform their
managerial roles in our Company independently from our single largest group of Shareholders
and their respective close associates after the Listing.
Financial Independence
We have independent internal control and accounting systems. We also have an
independent finance department responsible for discharging the treasury function. We are
capable of obtaining financing from third parties, if necessary, without reliance on our single
largest group of Shareholders or their respective close associates. As of the Latest Practicable
Date, there were no subsisting loans, guarantees or pledges provided by our single largest
group of Shareholders or their respective close associates to our Group.
Based on the above, our Directors believe that our Group will be able to maintain
financial independence from our single largest group of Shareholders and their respective close
associates after the Listing.
CORPORATE GOVERNANCE
Our Directors are committed to upholding and implementing the highest standards of
corporate governance and recognize the importance of protecting the rights and interests of all
Shareholders, including those of our minority Shareholders.
In light of this, we have established the Corporate Governance Committee pursuant to
Rules 8A.30 and 8A.31 of the Listing Rules with written terms of reference consistent with the
Corporate Governance Code. Our Corporate Governance Committee comprises three
independent non-executive Directors with experience in overseeing corporate governance
related functions of private and public companies. The primary duties of our Corporate
Governance Committee include, among others, developing and reviewing our policies and
practices on corporate governance and making recommendations to our Board, ensuring that
our Company is operated and managed for the benefit of all Shareholders, ensuring compliance
with the Listing Rules and safeguards relating to our WVR structure, and performing other
duties and responsibilities assigned by our Board.
We have also adopted the following corporate governance measures to avoid potential
conflict of interests between our Group and our single largest group of Shareholders and their
respective close associates:
(a) our Company has established internal control mechanisms to identify connected
transactions. Upon the Listing, if our Group enters into connected transactions with
our single largest group of Shareholders or their respective close associates, our
Company will comply with the applicable requirements under the Listing Rules;
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
– 486 –


--- page 497 ---
(b) where a Shareholders’ meeting is to be held to consider proposed transactions in
which our single largest group of Shareholders or their respective close associates
have any material interests, our single largest group of Shareholders and their
respective close associates (as applicable) will not vote on the relevant resolutions;
(c) our independent non-executive Directors will review whether there is any conflict of
interests between our Group and our single largest group of Shareholders and their
respective close associates and provide impartial and professional advice to protect
the interests of our minority Shareholders;
(d) if any of our single largest group of Shareholders or Directors has a conflict of
interest in a matter to be considered by our Board which our Board has determined
to be material, the matter will be dealt with by a physical meeting rather than a
written resolution. Additionally, our independent non-executive Directors with no
material interest in the matter will be present at the relevant Board meeting;
(e) where the advice from an independent professional, such as a financial or legal
advisor, is reasonably requested by our Directors (including independent non-
executive Directors), the appointment of such independent professional will be
made at our Company’s expenses; and
(f) we have appointed Rainbow Capital (HK) Limited as our Compliance Advisor on a
permanent basis to provide advice and guidance to us in respect of compliance with
the applicable laws and the Listing Rules, including various requirements relating to
Directors’ duties and corporate governance matters.
Based on the above, our Directors believe that sufficient corporate governance measures
have been put in place to manage potential conflict of interests between our Group and our
single largest group of Shareholders and their respective close associates, and to protect our
minority Shareholders’ rights after the Listing.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
– 487 –


--- page 498 ---
OVERVIEW
Prior to the Listing, our Group has entered into certain transaction with the following
person who will become our connected person upon the Listing. Such transactions will
continue following the Listing and will constitute our continuing connected transaction under
the Listing Rules.
Our Company will continue to be subject to and regulated by the SEC and Nasdaq rules
and other applicable U.S. laws and regulations so long as our ADSs are publicly traded on
Nasdaq. The requirements of the Listing Rules relating to connected transactions are different
in many aspects from comparable rules in the U.S. In particular, the definition of a connected
person under the Listing Rules is different from the definition of related parties under the SEC
and Nasdaq rules. Therefore, a connected transaction as defined under the Listing Rules may
or may not constitute a related party transaction under applicable SEC and Nasdaq rules, and
vice versa.
CONNECTED PERSON
The table below sets out our connected person involved in the continuing connected
transaction with our Group upon the Listing and the nature of its connection with our Company.
Connected person Connected relationship
Guangzhou Y uji Technology Co.,
Ltd. (ʮ̡),
or Guangzhou Y uji
A majority-controlled company of Mr. Ming Han
(׼a brother of Dr. Han who is the chairman
of our Board, executive Director, CEO, and one
of our single largest group of Shareholders, and
therefore a connected person of our Company
pursuant to Rule 14A.07(4) of the Listing Rules
PARTIALLY-EXEMPT CONTINUING CONNECTED TRANSACTION
Mapping and Data Services Procurement Framework Agreement
Principal Terms
On October 15, 2025, Wenyuan Guangzhou entered into a mapping and data services
procurement framework agreement, or the Mapping and Data Services Procurement
Framework Agreement, with Guangzhou Y uji, pursuant to which our Group will procure certain
mapping and data services, or Mapping and Data Services, including but not limited to
production and collection of high-definition maps, data collection and labelling services, and
other data services for our autonomous driving business from Guangzhou Y uji and its
subsidiaries.
CONNECTED TRANSACTION
– 488 –


--- page 499 ---
The term of the Mapping and Data Services Procurement Framework Agreement will
commence from the Listing Date and will expire on December 31, 2027. The Mapping and
Data Services Procurement Framework Agreement may be renewed as the parties may mutually
agree, subject to compliance with the Listing Rules and other applicable laws and regulations.
Subject to the terms of the Mapping and Data Services Procurement Framework
Agreement, we will enter into specific agreement or place specific orders with Guangzhou Y uji
or its subsidiaries which will set out the specific terms and conditions for the procurement of
the Mapping and Data Services.
Reasons for and Benefits of the Transactions
Guangzhou Y uji possesses the necessary license and qualification under applicable PRC
laws and regulations to provide a wide range of reliable Mapping and Data Services with a
team of experienced technical professionals in the field. With its professional qualifications
and technical expertise, Guangzhou Y uji is able to provide high-quality mapping and data
services with accuracy, reliability and consistency that meet our requirements and quality
standards. Our Group has been procuring such services from Guangzhou Y uji and its
subsidiaries to support our autonomous driving business in our ordinary and usual course of
business and on normal commercial terms or better. Guangzhou Y uji has also been familiar
with our business needs and technical requirements.
Pricing Policy
The price for the Mapping and Data Services will be determined by our Group and
Guangzhou Y uji through arm’s length negotiation based on factors applicable to all providers,
including but not limited to: (i) the actual time spent by Guangzhou Y uji’s and its subsidiaries’
personnel in providing the services, calculated based on hours; and (ii) the average labor costs
in the relevant local markets where the services are rendered.
Historical Amount, Proposed Annual Caps and Basis
The procurement amount of the Mapping and Data Services provided by Guangzhou Y uji
and its subsidiaries was RMB30.3 million, RMB111.5 million, RMB90.1 million, and
RMB32.4 million for the three years ended December 31, 2022, 2023, and 2024 and the six
months ended June 30, 2025, respectively.
The proposed annual caps of the transactions contemplated under the Mapping and Data
Services Procurement Framework Agreement are RMB65 million, RMB70 million, and
RMB70 million for the three years ending December 31, 2027, respectively.
CONNECTED TRANSACTION
– 489 –


--- page 500 ---
In arriving at the above proposed annual caps, our Directors have considered the
following factors:
(i) the historical rates charged by Guangzhou Y uji and its subsidiaries for the Mapping
and Data Services; and
(ii) our expected decrease in external procurement demand for data-related services
(including data collection, data labeling, and data processing) for the three years
ending December 31, 2027 primarily due to enhancement of our in-house
capabilities. We have been developing and expanding our internal team that
possesses the requisite expertise to undertake certain data-related work which, as
advised by our PRC Legal Advisor, does not require specific certificate or license
and is not subject to foreign investment restrictions under applicable PRC laws and
regulations.
Listing Rules Implications
As the highest applicable percentage ratio in respect of the transactions contemplated
under the Mapping and Data Services Procurement Framework Agreement is expected to be
greater than 0.1% but less than 5% on an annual basis but the total consideration on an annual
basis is greater than HK$3 million, these transactions will be subject to the reporting,
announcement, and annual review requirements but exempt from the circular and independent
Shareholders’ approval requirements pursuant to Rule 14A.76 of the Listing Rules.
W AIVER APPLICATION
Upon the Listing, the transaction set out in “— Partially-exempt Continuing Connected
Transaction” in this section will constitute partially-exempt continuing connected transaction
of our Company under the Listing Rules, which will be subject to the reporting, announcement,
and annual review requirements but exempt from the circular and independent Shareholders’
approval requirements under Chapter 14A of the Listing Rules.
We have applied for, and the Stock Exchange has granted us, a waiver pursuant to Rule
14A.105 of the Listing Rules from strict compliance with the announcement requirement under
Chapter 14A of the Listing Rules in respect of the continuing connected transaction set out in
“— Partially-exempt Continuing Connected Transaction” in this section, subject to the
condition that the aggregate amount of the continuing connected transaction for each relevant
financial year shall not exceed the relevant proposed annual caps set out above.
In addition, our Directors confirm that we will comply with the applicable requirements
under Chapter 14A of the Listing Rules and will immediately inform the Stock Exchange if any
of the proposed annual caps set out above are exceeded, or when there is a material change in
the terms of the transaction.
CONNECTED TRANSACTION
– 490 –


--- page 501 ---
CONFIRMATION OF DIRECTORS
Our Directors (including the independent non-executive Directors) are of the view that
(i) the partially-exempt continuing connected transaction set out above has been entered into
in the ordinary and usual course of business of our Group, is on normal commercial terms or
better, and is fair and reasonable and in the interests of our Group and our Shareholders as a
whole, and (ii) the proposed annual caps of the partially-exempt continuing connected
transactions are fair and reasonable and in the interests of our Group and our Shareholders as
a whole.
CONFIRMATION OF THE JOINT SPONSORS
The Joint Sponsors are of the view that the partially-exempt continuing connected
transaction as set out above is in the ordinary and usual course of business of our Company and
on normal commercial terms or better, and is fair and reasonable in the interests of our
Company and Shareholders as a whole, and the proposed annual caps for the transaction are
fair and reasonable and in the interest of our Company and Shareholders as a whole.
CONNECTED TRANSACTION
– 491 –


--- page 502 ---
AUTHORIZED AND ISSUED SHARE CAPITAL
The following is a description of the authorized and issued share capital of our Company
upon the Global Offering.
Authorized Share Capital
Description of Shares Number of Shares
Aggregate
nominal value of
Shares
(US$)
Class A Ordinary Shares 4,500,000,000 45,000
Class B Ordinary Shares 500,000,000 5,000
Total 5,000,000,000 50,000
Issued Share Capital
Assuming that the Over-allotment Option is not exercised, no further Class A Ordinary
Shares are allotted and issued under the 2018 Share Plan, and no Class B Ordinary Shares are
converted into Class A Ordinary Shares, the issued share capital of our Company immediately
following the completion of the Global Offering will be as follows.
Description of Shares
Number of
Shares
Aggregate
nominal value
of Shares
Approximate
percentage of
issued share
capital of our
Company
(US$) (%)
Class A Ordinary Shares in issue 883,551,907 8,835.52 86.06
Class B Ordinary Shares in issue 54,814,423 548.14 5.34
Class A Ordinary Shares issued under
the Global Offering 88,250,000 882.50 8.60
Total 1,026,616,330 10,266.16 100.00
WVR STRUCTURE
Our Company has a WVR structure. Under the current WVR structure, our Company’s
share capital comprises Class A Ordinary Shares and Class B Ordinary Shares. Each Class A
Ordinary Share entitles the holder to exercise one vote, and each Class B Ordinary Share
currently entitles the holder to exercise 40 votes on any resolution tabled at our Company’s
general meetings, except for resolutions with respect to the Reserved Matters in relation to
which each Share is entitled to one vote. We have obtained irrevocable undertaking from each
of Dr. Han and Dr. Li, being our WVR Beneficiaries, that they shall, and shall procure the
SHARE CAPITAL
– 492 –


--- page 503 ---
intermediary entities holding the Class B Ordinary Shares controlled by them (namely, XHL,
THL, Humber Partners, and Y anli), to exercise ten votes for each Class B Ordinary Share on
any resolution tabled at any general meeting of our Company after the Listing and before the
Articles of Association are formally amended to incorporate the Unmet Articles Requirements
except for the purpose of passing the Amendment Resolutions at the Full Shareholders’
Meeting for which each of our WVR Beneficiaries will exercise 40 votes for each Class B
Ordinary Share as referred to in “Waivers and Exemption — Requirements Relating to the
Articles of Association.”
The Reserved Matters are:
(a) changes to the Memorandum of Association or the Articles of Association;
(b) variation of rights attached to any class of shares;
(c) the appointment or removal of any independent non-executive Director;
(d) the appointment or removal of auditors of our Company; and
(e) the voluntary winding-up of our Company.
In addition, non-WVR Shareholders, including holders of Class A Ordinary Shares,
holding not less than 10% of the voting rights at our Company’s general meetings on a one vote
per Share basis are entitled to convene an extraordinary general meeting of our Company and
add resolutions to the meeting agenda.
As we are seeking a dual primary listing as an issuer with a WVR structure, we are subject
to (i) certain shareholder protection measures and governance safeguards under Chapter 8A of
the Listing Rules, including Rule 8A.44 of the Listing Rules which requires our WVR structure
to give force to the requirements of certain rules in Chapter 8A of the Listing Rules by
incorporating them into the Articles of Association, and (ii) the core shareholder protection
standards set out in Appendix A1 to the Listing Rules (collectively, the Listing Rules Articles
Requirements). The Articles of Association currently do not comply with some of the Listing
Rules Articles Requirements, and we irrevocably undertake to put forth resolutions to amend
the Articles of Association to comply with these requirements at the Post-Listing GM. See
“Waivers and Exemption — Requirements Relating to the Articles of Association” for further
details.
Furthermore, we undertake to seek Shareholders’ approval to amend the Articles of
Association to incorporate the Termination of Special Rights, the Quorum Requirement, the
GM Postponement Requirement, the Overriding Compliance Requirement, and the Forum
Selection Clarification into the Articles of Association at the Post-Listing GM. See “Waivers
and Exemption — Requirements Relating to the Articles of Association” for further details.
SHARE CAPITAL
– 493 –


--- page 504 ---
In addition, save for the exceptions specified below, we have irrevocably undertaken to
the Stock Exchange to fully comply with the unmet Listing Rules Articles Requirements, the
Termination of Special Rights, the Quorum Requirement, the GM Postponement Requirement,
the Overriding Compliance Requirement, and the Forum Selection Clarification upon the
Listing and before the Articles are formally amended:
(a) paragraph 15 of Appendix A1 to the Listing Rules such that, prior to the Articles of
Association being amended, the threshold for passing any resolution for the
Amendment Resolutions in a separate class meeting will be approved by holders of
at least two-thirds of the issued shares of that class, at a class meeting, in accordance
with Article 18 of the Articles of Association;
(b) Rules 8A.24(1) and 8A.24(2) of the Listing Rules such that, prior to the Articles of
Association being amended, weighted voting rights would apply in connection with
passing the Amendment Resolutions set out in “Waivers and Exemption —
Requirements Relating to the Articles of Association”; and
(c) paragraph 16 of Appendix A1 to the Listing Rules such that, prior to the Articles of
Association being amended, the threshold for passing any special resolution for the
Amendment Resolutions will be approved by members holding not less than
two-thirds of the voting rights of those present and voting in person or by proxy at
the general meeting in accordance with Article 158 of the Articles of Association.
See “Waivers and Exemption — Requirements Relating to the Articles of Association”
and “Appendix III — Summary of the Constitution of Our Company and Cayman Company
Laws” for further details.
The table below sets out the ownership and voting rights held by our WVR Beneficiaries
immediately following the completion of the Global Offering.
Description of Shares Number of Shares
Approximate
percentage of
total issued share
capital of our
Company (1)
Approximate
percentage of
voting rights in
our Company (1)(2)
(%) (%)
Class A Ordinary Shares 27,129,666 2.64 0.86
Class B Ordinary Shares 54,814,423 5.34 69.29
Total 81,944,089 7.98 70.15
SHARE CAPITAL
– 494 –


--- page 505 ---
Notes:
(1) Based on the assumptions that (i) the Over-allotment Option is not exercised, (ii) no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan, and (iii) no Class B Ordinary Shares
are converted into Class A Ordinary Shares.
(2) Calculated 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 40 votes.
Class B Ordinary Shares may be converted into Class A Ordinary Shares on a one-to-one
basis. Upon the conversion of all the issued and outstanding Class B Ordinary Shares into Class
A Ordinary Shares, our Company will issue 54,814,423 Class A Ordinary Shares, representing
approximately 5.34% of the total issued and outstanding Class A Ordinary Shares (as enlarged
by such converted Class A Ordinary Shares and assuming that the Over-allotment Option is not
exercised and no further Class A Ordinary Shares are allotted and issued under the 2018 Share
Plan).
The weighted voting rights attached to our Class B Ordinary Shares will cease when our
WVR Beneficiaries no longer have beneficial ownership of, or economic interest in, or control
over the voting rights attached to any of our Class B Ordinary Shares, in accordance with Rule
8A.22 of the Listing Rules. This may occur:
(a) upon the occurrence of any of the circumstances set out in Rule 8A.17 of the Listing
Rules, in particular where our WVR Beneficiaries are (i) deceased, (ii) no longer a
member of our Board, (iii) deemed by the Stock Exchange to be incapacitated for
the purpose of performing his duties as a Director, or (iv) deemed by the Stock
Exchange to no longer meet the requirements of a Director set out in the Listing
Rules;
(b) when the holders of Class B Ordinary Shares have transferred to another person the
beneficial ownership of, or economic interest in, the Class B Ordinary Shares or the
control over the voting rights attached to them, other than in the circumstances
permitted under Rule 8A.18 of the Listing Rules;
(c) where a vehicle holding Class B Ordinary Shares on behalf of a WVR Beneficiary
no longer complies with Rule 8A.18(2) of the Listing Rules; or
(d) when all our Class B Ordinary Shares have been converted into Class A Ordinary
Shares.
Save for the weighted voting rights attached to our Class B Ordinary Shares, the rights
attached to all classes of Shares are identical. See “Appendix III — Summary of the
Constitution of Our Company and Cayman Company Laws — 2. Articles of Association” for
further details of the rights, preferences, privileges, and restrictions of our Class A Ordinary
Shares and Class B Ordinary Shares.
SHARE CAPITAL
– 495 –


--- page 506 ---
WVR BENEFICIARIES
Immediately following the completion of the Global Offering, our WVR Beneficiaries
will be Dr. Han and Dr. Li. Assuming that the Over-allotment Option is not exercised and no
further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan, Dr. Han and
Dr. Li will beneficially own and control, through their intermediary entities, an aggregate of
27,129,666 Class A Ordinary Shares and 54,814,423 Class B Ordinary Shares, representing
approximately (i) 7.98% of the total issued share capital of our Company, (ii) 10.00% of the
economic interest in our Company taking into account their vested share options granted under
the 2018 Share Plan, (iii) 70.15% of the voting rights in our 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 40 votes, (iv) 7.98% of the voting rights in our Company
with respect to Shareholder resolutions relating to the Reserved Matters on the basis that each
Share entitles the holder to exercise one vote, and (v) 37.85% of the voting rights in our
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 assuming that the exercise of voting right attached to each Class B Ordinary Share will be
capped at ten votes. Our Class B Ordinary Shares are held by (i) XHL which is wholly owned
by Dr. Han, (ii) THL which is owned as to 51% by XHL and as to 49% by Trident Trust
Company (South Dakota) Inc., or Trident, the trustee of the Han Family Trust where Dr. Han
is the protector and his descendants are the beneficiaries, (iii) Humber Partners which is wholly
owned by Dr. Li, and (iv) Y anli which is owned as to 51% by Humber Partners and as to 49%
by Trident, the trustee of the Li Family Trust where Dr. Li is the protector and his descendants
are the beneficiaries.
Our Company confirms that the holding arrangement through which our WVR
Beneficiaries hold our Class B Ordinary Shares as described above meets the requirements
under Rule 8A.18 of the Listing Rules and is permitted under the “Consultation Conclusions
— A Listing Regime for Companies from Emerging and Innovative Sectors” issued by the
Stock Exchange in April 2018, namely: (i) a trust where our WVR Beneficiary must in
substance retain an element of control and the purpose of the trust must be for estate planning
and/or tax planning purposes, or (ii) a private company or other vehicle wholly owned and
controlled by our WVR Beneficiary or a trust referred to in (i) above. In particular, the purpose
of the Han Family Trust and the Li Family Trust is for Dr. Han’s and Dr. Li’s estate planning,
respectively. The holding arrangements through which Dr. Han and Dr. Li hold our Class B
Ordinary Shares were already established at the time of listing of our ADSs on Nasdaq. As the
respective protector of the Han Family Trust and the Li Family Trust, Dr. Han and Dr. Li retain
an element of control over the Han Family Trust and the Li Family Trust, respectively.
Therefore, such arrangements do not result in a circumvention of Rule 8A.18(1) of the Listing
Rules.
SHARE CAPITAL
– 496 –


--- page 507 ---
In the event that there is any change in the beneficial ownership of, or economic interest
in, the Class B Ordinary Shares held by XHL or THL, or the control over the voting rights
attached to the Class B Ordinary Shares held by XHL or THL, and/or change in the protector
of the Han Family Trust resulting in change of beneficial ownership of, or economic interest
in, the shares of THL held under the Han Family Trust or the control over the voting rights
attached to the shares of THL held under the Han Family Trust, our Company and Dr. Han will
notify the Stock Exchange pursuant to Rule 8A.19 of the Listing Rules and comply with the
relevant statutory obligations including obligations of disclosure of interests under the SFO,
and the weighted voting rights attached to our Class B Ordinary Shares held by XHL and/or
THL shall cease upon such change.
In the event that there is any change in the beneficial ownership of, or economic interest
in, the Class B Ordinary Shares held by Humber Partners or Y anli, or the control over the
voting rights attached to the Class B Ordinary Shares held by Humber Partners or Y anli, and/or
change in the protector of the Li Family Trust resulting in change of beneficial ownership of,
or economic interest in, the shares of Y anli held under the Li Family Trust or the control over
the voting rights attached to the shares of Y anli held under the Li Family Trust, our Company
and Dr. Li will notify the Stock Exchange pursuant to Rule 8A.19 of the Listing Rules and
comply with the relevant statutory obligations including obligations of disclosure of interests
under the SFO, and the weighted voting rights attached to our Class B Ordinary Shares held
by Humber Partners and/or Y anli shall cease upon such change.
Our Company will also comply with Rule 8A.30 of the Listing Rules to confirm, on an
annual basis, that our WVR Beneficiaries have complied with Rule 8A.18 of the Listing Rules.
Each of our Company, Dr. Han, and Dr. Li confirms that there is no encumbrance over any
Class B Ordinary Shares as of the date of this prospectus, and that no new encumbrance will
be created over any Class B Ordinary Shares before the proposed amendments to the Articles
of Association as described in “Waivers and Exemption — Requirements Relating to the
Articles of Association” become effective.
Our Company adopted the WVR structure to enable our WVR Beneficiaries to exercise
voting control over our Company notwithstanding that our WVR Beneficiaries do not hold a
majority economic interest in the issued share capital of our Company. This will enable our
Company to benefit from the continuing vision and leadership of our WVR Beneficiaries who
will control our Company with a view to its long-term prospects and strategy.
Prospective investors are advised to be aware of the potential risks of investing in our
Company with a WVR structure, in particular that the interests of our WVR Beneficiaries may
not always be aligned with those of our Shareholders as a whole, and that our WVR
Beneficiaries will be in a position to exert significant influence over the affairs of our Company
and the outcome of Shareholder resolutions. Prospective investors should make the decision to
invest in our Company only after due and careful consideration. See “Risk Factors — Risks
Related to Our WVR Structure” for further details of the risks associated with the WVR
structure of our Company.
SHARE CAPITAL
– 497 –


--- page 508 ---
UNDERTAKINGS BY OUR WVR BENEFICIARIES
Pursuant to Rule 8A.43 of the Listing Rules, each WVR Beneficiary is required to give
a legally enforceable undertaking to our Company that he will comply with the relevant
requirements set out in Rules 8A.09, 8A.14. 8A.15, 8A.17, 8A.18, and 8A.24 of the Listing
Rules, which is intended to be for the benefit of and enforceable by our Shareholders. On
October 22, 2025, each of Dr. Han and Dr. Li gave an undertaking, or the Undertaking, to our
Company that for so long as he is a WVR Beneficiary:
(a) he shall comply with (and if our Class B Ordinary Shares to which the weighted
voting rights are attached that they are beneficially interested in are held through a
limited partnership, trust, private company or other vehicle, use his best endeavors
to procure that such limited partnership, trust, private company or other vehicle to
comply with) all applicable requirements, or the Requirements, under Rules 8A.09,
8A.14, 8A.15, 8A.17. 8A.18, and 8A.24 of the Listing Rules; and
(b) he shall use his best endeavors to procure that our Company complies with all
applicable Requirements.
For the avoidance of doubt, the Requirements are subject to Rule 2.04 of the Listing
Rules. Our WVR Beneficiaries acknowledged and agreed that the Shareholders rely on the
Undertaking in acquiring and holding their Shares. Our WVR Beneficiaries acknowledged and
agreed that the Undertaking is intended to confer a benefit on our Company and all
Shareholders and may be enforced by our Company and/or any Shareholder against our WVR
Beneficiaries.
The Undertaking shall automatically terminate upon the earlier of: (i) the date of delisting
of our Class A Ordinary Shares from the Stock Exchange or (ii) the date on which any of our
WVR Beneficiaries ceases to be a beneficiary of weighted voting rights in our Company. For
the avoidance of doubt, the termination of the Undertaking shall not affect any rights,
remedies, obligations or liabilities of our Company and/or any Shareholder and/or our WVR
Beneficiaries themselves that have accrued up to the date of termination, including the right to
claim damages and/or apply for any injunction in respect of any breach of the Undertaking
which existed at or before the date of termination.
The Undertaking shall be governed by the laws of Hong Kong, and all matters, claims or
disputes arising out of the Undertaking shall be subject to the exclusive jurisdiction of the
courts of Hong Kong.
RANKING
The Offer Shares will rank pari passu in all respects with the Class A Ordinary Shares
currently in issue or to be issued, and will qualify and rank equally for all dividends or other
distributions declared, made or paid on the Shares on a record date which falls after the date
of this prospectus.
SHARE CAPITAL
– 498 –


--- page 509 ---
CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS AND CLASS MEETINGS
ARE REQUIRED
Our Company may by ordinary resolution: (i) increase its share capital by new shares of
such amount as it thinks expedient; (ii) consolidate and divide all or any of its share capital into
shares of a larger amount than its existing shares; (iii) subdivide its shares, or any of them, into
shares of an amount smaller than that fixed by the Memorandum of Association; and (iv) cancel
any shares that, at the date of the passing of the resolution, have not been taken or agreed to
be taken by any person and diminish the amount of its share capital by the amount of the shares
so cancelled. See “Appendix III — Summary of the Constitution of Our Company and Cayman
Company Laws — 2. Articles of Association — 2.11 Changes in Share Capital” for further
details.
2018 SHARE PLAN
In June 2018, we adopted the 2018 Share Plan, which was amended and restated in July
2024. See “Appendix IV — Statutory and General Information — D. 2018 Share Plan” for a
summary of the principal terms and further information of the participants of the 2018 Share
Plan.
SHARE CAPITAL
– 499 –


--- page 510 ---
SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the Global
Offering (assuming that the Over-allotment Option is not exercised and no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan), the following persons will
have interests or short positions in the Shares or underlying Shares of our Company which
would fall to be disclosed to our Company pursuant to the provisions of Divisions 2 and 3 of
Part XV of the SFO.
Shareholder Nature of interest
Number of Shares
interested in
as of the Latest
Practicable Date (1)(2)
Approximate
percentage of
interest in each
class of Shares as
of the Latest
Practicable Date (2)
Number of Shares
interested in
immediately
following the
completion of the
Global
Offering (1)(3)
Approximate
percentage of
interest in each
class of Shares
immediately
following the
completion of the
Global Offering (3)
(%) (%)
Class A Ordinary Shares
Zhengzhou Xufeng (4) Beneficial interest 25,868,845 (L) 2.93 25,868,845 (L) 2.66
Interest in
controlled
corporation
39,790,747 (L) 4.50 39,790,747 (L) 4.09
Beijing Xufeng
(4) Beneficial interest 39,790,747 (L) 4.50 39,790,747 (L) 4.09
Alliance V entures (5) Beneficial interest 63,680,080 (L) 7.21 63,680,080 (L) 6.55
Qiming V enture Partners
V , L.P .(6)
Beneficial interest 47,787,195 (L) 5.41 47,787,195 (L) 4.92
Qiming Corporate GP V ,
Ltd. (6)
Interest in
controlled
corporation
49,269,870 (L) 5.58 49,269,870 (L) 5.07
Humber Partners
(7) Beneficial interest 11,129,666 (L) 1.26 11,129,666 (L) 1.15
Class B Ordinary Shares
XHL(8) Beneficial interest 24,850,000 (L) 45.33 24,850,000 (L) 45.33
THL(8) Beneficial interest 16,399,590 (L) 29.92 16,399,590 (L) 29.92
Humber Partners (7) Beneficial interest 13,564,823 (L) 24.75 13,564,823 (L) 24.75
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) Based on the assumptions that (i) no further Class A Ordinary Shares are allotted and issued under the 2018
Share Plan, (ii) no Class B Ordinary Shares are converted into Class A Ordinary Shares, and (iii) the relevant
Shareholders will not acquire or dispose of any Shares between the Latest Practicable Date and the Listing
Date.
(3) Based on the assumptions that (i) the Over-allotment Option is not exercised, (ii) no further Class A Ordinary
Shares are allotted and issued under the 2018 Share Plan, and (iii) no Class B Ordinary Shares are converted
into Class A Ordinary Shares.
SUBSTANTIAL SHAREHOLDERS
– 500 –


--- page 511 ---
(4) Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Center (Limited Partnership) ( ቍψ
ϛᔮྗჃ౽ঐၣᑌΆุ၍ଣʕː(Υྫ)), or Zhengzhou Xufeng, holds 92.4% partnership interest in
Beijing Xufeng Zhiyuan Intelligent Technology Partnership (Limited Partnership) (ҦΥ
ྫΆุ(Υྫ)), or Beijing Xufeng. The general partner of both Zhengzhou Xufeng and Beijing Xufeng is
Zhengzhou Xuxin Enterprise Management Consulting Co., Ltd. (ʮ̡), or
Zhengzhou Xuxin. Zhengzhou Xuxin is wholly owned by Y utong. Y utong is owned as to 85% by Zhengzhou
Tongtai Zhihe Enterprise Management Center (Limited Partnership) ( ቍψஷइқΥΆุ၍ଣʕː(Υྫ)),
or Tongtai Zhihe. The general partner of Tongtai Zhihe is Zhengzhou Tongtai Hezhi Management Consulting
Co., Ltd. (ʮ̡), or Tongtai Hezhi. Tongtai Hezhi is owned as to 52% by Mr.
Y uxiang Tang ( ಷ͗ୂ), or Mr. Tang. As such, Zhengzhou Xufeng is deemed to be interested in the Class A
Ordinary Shares held by Beijing Xufeng under the SFO, and each of Mr. Tang, Tongtai Hezhi, Tongtai Zhihe,
Y utong, and Zhengzhou Xuxin is deemed to be interested in the Class A Ordinary Shares held by Zhengzhou
Xufeng and Beijing Xufeng under the SFO.
(5) Alliance V entures B.V ., or Alliance V entures, is owned as to 40% by Renault s.a.s. and as to 40% by Nissan
Motor Co., Ltd. (a company listed on Tokyo Stock Exchange (ticker symbol: 7201)), or Nissan. Renault s.a.s.
is wholly owned by Renault S.A. (a company listed on Euronext Paris Stock Exchange (ticker symbol: RNO)),
or Renault. As such, each of Renault, Renault s.a.s., and Nissan is deemed to be interested in the Class A
Ordinary Shares held by Alliance V entures under the SFO.
(6) Qiming V enture Partners V , L.P . and Qiming Managing Directors Fund V , L.P . are exempted limited
partnerships registered under the laws of the Cayman Islands. Qiming GP V , L.P . is the general partner of
Qiming V enture Partners V , L.P ., whereas Qiming Corporate GP V , Ltd. is the general partner of Qiming GP
V , L.P . and Qiming Managing Directors Fund V , L.P .. As such, Qiming Corporate GP V , Ltd. is deemed to be
interested in the Class A Ordinary Shares held by Qiming V enture Partners V , L.P . and Qiming Managing
Directors Fund V , L.P . under the SFO.
(7) Humber Partners is wholly owned by Dr. Li. As such, Dr. Li is deemed to be interested in the Class A Ordinary
Shares and Class B Ordinary Shares held by Humber Partners under the SFO.
(8) XHL is wholly owned by Dr. Han. As such, Dr. Han is deemed to be interested in the Class B Ordinary Shares
held by XHL under the SFO.
THL is owned as to 51% by XHL and as to 49% by Trident Trust Company (South Dakota) Inc., or Trident.
Trident is the trustee of the Han Family Trust where Dr. Han is the protector and his descendants are the
beneficiaries. As such, each of Dr. Han, XHL, and Trident is deemed to be interested in the Class B Ordinary
Shares held by THL under the SFO.
For persons who will be, directly or indirectly, interested in 10% or more of the issued
voting shares of any other member of our Group, see “Appendix IV — Statutory and General
Information — C. Further Information about Our Directors and Substantial Shareholders — 3.
Disclosure of Interests — (c) Interests of substantial shareholders of any other member of our
Group.”
SUBSTANTIAL SHAREHOLDERS
– 501 –


--- page 512 ---
BOARD OF DIRECTORS
Immediately following the completion of the Global Offering, our Board will comprise
seven Directors, including two executive Directors, two non-executive Directors, and three
independent non-executive Directors.
The table below sets out certain information of our Directors.
Name Age Position
Time of
appointment as
director
Time of joining
our Group Responsibilities
Executive Directors
Dr. Tony Xu Han ( ᒵϛ) 49 Chairman of our Board,
executive Director and
CEO
February 2018 March 2017 Overseeing the overall executive
and business direction and
management of our Group
Dr. Y an Li (֧51 Executive Director and
CTO
December 2018 March 2017 Overseeing the research and
development and technology
development of our Group
Non-executive Directors
Mr. Kazuhiro Doi 65 Non-executive Director April 2025 April 2025 Participating in formulating the
corporate and business
strategies of our Group
Mr. Jean-François Salles 57 Non-executive Director March 2025 March 2025 Participating in formulating the
corporate and business
strategies of our Group
Independent Non-executive Directors
Ms. Huiping Y an 59 Independent non-executive
Director
October 2024 October 2024 Supervising and providing
independent judgment to our
Board
Mr. David Zhang
(ੵҕ)
62 Independent non-executive
Director
October 2024 October 2024 Supervising and providing
independent judgment to our
Board
Dr. Tony Fan-cheong Chan 73 Independent non-executive
Director
Listing Date Listing Date Supervising and providing
independent judgment to our
Board
Executive Directors
Dr. Tony Xu Han ( ᒵϛ), aged 49, founded our Company and currently serves as
chairman of our Board, executive Director, and CEO. 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
DIRECTORS AND SENIOR MANAGEMENT
– 502 –


--- page 513 ---
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. Y an Li (֧)aged 51, co-founded our Company and currently serves as our
executive Director and CTO. 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.
Non-executive Directors
Mr. Kazuhiro Doi , aged 65, has served as our Director since April 2025. Since joining
Nissan Motor Co. Ltd. in 1985, Mr. Doi has held various positions of increasing responsibility,
including the Alliance global director from 2014 to 2020, the corporate vice president from
2020 to March 2025, and the head of the Nissan Research Center since 2014. He has been a
corporate executive of Nissan Motor Co., Ltd. since April 2025. Mr. Doi received his master’s
degree in engineering from Keio University in Japan in 1985.
Mr. Jean-François Salles , aged 57, 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.
DIRECTORS AND SENIOR MANAGEMENT
– 503 –


--- page 514 ---
Independent Non-executive Directors
Ms. Huiping Y an , aged 59, has served as our Director since October 2024. Ms. Y an 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. Y an 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. Y an 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. Y an spent over six years at Deloitte &
Touche in the U.S. in tax services. Ms. Y an 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. Y an 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. Y an graduated from the GE experienced financial leadership program in
September 2003 and is a U.S.-certified public accountant with a CGMA designation (AICPA).
Mr. David Zhang ( ੵҕ), 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: 00656), a global innovation-driven consumer
group; a non-executive director of Noah Holdings Private Wealth and Asset Management
Limited (NYSE: NOAH and 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.
Dr. Tony Fan-cheong Chan , aged 73, was appointed as an independent non-executive
Director with effect from the Listing Date. 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 Y ale
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
DIRECTORS AND SENIOR MANAGEMENT
– 504 –


--- page 515 ---
independent non-executive director of Hanison Construction Holdings Limited (HKEX: 00896)
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.
SENIOR MANAGEMENT
Immediately following the completion of the Global Offering, our senior management
will comprise five members.
The table below sets out certain information of our senior management.
Name Age Position
Time of
appointment as
senior
management
Time of joining
our Group Responsibilities
Dr. Tony Xu Han ( ᒵϛ) 49 CEO April 2017 March 2017 Overseeing the overall executive
and business direction and
management of our Group
Dr. Y an Li (֧51 CTO March 2017 March 2017 Overseeing the research and
development and technology
development of our Group
Dr. Hua Zhong ( ᒤശ) 49 Senior vice president March 2017 March 2017 Overseeing the engineering and
L4 technology development
of our Group
Ms. Jennifer Xuan Li
(ҽ⥳)
37 CFO and Head of
International
November 2020 November 2020 Overseeing capital markets,
investor relations, finance,
international business and
public relations of our Group
Dr. Qingxiong Y ang
(เᅅඪ)
44 Vice president April 2021 April 2021 Overseeing the research and
development of our
robosweeper
Dr. Tony Xu Han ( ᒵϛ) is our CEO. For details of his biography, see “— Board of
Directors” in this section.
Dr. Y an Li (֧)is our CTO. For details of his biography, see “— Board of Directors”
in this section.
DIRECTORS AND SENIOR MANAGEMENT
– 505 –


--- page 516 ---
Dr. Hua Zhong ( ᒤശ), aged 49, has served as our senior vice president since our
inception. Prior to joining our Company, Dr. Zhong was a principal engineer at Ucar Inc. Prior
to that, Dr. Zhong worked at Google as well as Siemens. Dr. Zhong previously worked at
Microsoft Research Asia, where he was mainly responsible for computer vision and machine
learning research and development. Dr. Zhong received his bachelor’s degree in computer
science from Tsinghua University in 2000, and Ph.D. in computer science from Carnegie
Mellon University in the United States in 2008.
Ms. Jennifer Xuan Li ( ҽ⥳), aged 37, joined our Company in 2020, and currently serves
as our CFO and Head of International. Prior to joining our Company, Ms. Li served as the
investment director of SenseTime Group Inc. (HKEX: 0020) from 2018 to 2020, where she was
responsible for capital raising and strategic investments in high-tech sectors. From 2015 to
2018, Ms. Li worked as the strategic Investment director of Baidu, where she was responsible
for AI and mobile-related investments. Ms. Li previously worked at the investment banking
division of Deutsche Bank and at UBS. Ms. Li received her double bachelor’s degrees in
computer science and business management from Nanyang Technological University in
Singapore.
Dr. Qingxiong Y ang ( เᅅඪ), aged 44, has served as our vice president since 2021. Prior
to joining our Company, Dr. Y ang served as the chief executive officer of MoonX.AI from 2018
to 2021. Dr. Y ang worked as senior director of autonomous driving at DiDi from 2016 to 2017.
Dr. Y ang was an assistant professor at the Department of Computer Science of the City
University of Hong Kong from 2011 to 2016. Dr. Y ang received his bachelor’s degree in
electrical engineering and information science from the University of Science and Technology
of China in 2004, and Ph.D. in electrical and computer engineering from the University of
Illinois at Urbana-Champaign in the United States in 2010.
INTERESTS OF OUR DIRECTORS AND SENIOR MANAGEMENT
Save as otherwise disclosed in this prospectus, to the best knowledge, information and
belief of our Directors having made all reasonable enquiries, as of the Latest Practicable Date:
(a) none of our Directors and senior management has held any other directorship in any
public company the securities of which are listed on any securities market in Hong
Kong or overseas during the three years immediately preceding the date of this
prospectus;
(b) none of our Directors and senior management was related to other Directors and
senior management;
(c) save as disclosed in “Appendix IV — Statutory and General Information,” none of
our Directors and chief executive held any interest in the shares and underlying
shares of our Company and our associated corporations which should be disclosed
pursuant to Part XV of the SFO; and
DIRECTORS AND SENIOR MANAGEMENT
– 506 –


--- page 517 ---
(d) there was no other matter with respect to the appointment of our Directors that needs
to be brought to the attention of our Shareholders, and there was no information
relating to our Directors that is required to be disclosed pursuant to Rules
13.51(2)(h) to (v) of the Listing Rules.
CONFIRMATION FROM OUR DIRECTORS
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules and (ii) understands his or her obligations as a
director of a listed issuer.
Each of our independent non-executive Directors has confirmed (i) his/her independence
as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/she
had no past or present financial or other interest in the business of our Company or our
subsidiaries or any connection with any core connected person of our Company as of the Latest
Practicable Date, and (iii) that there have been no other factors that might affect his/her
independence at the time of his/her appointment.
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not
have any interest in a business which competes or is likely to compete, either directly or
indirectly, with our business which would require disclosure under Rule 8.10 of the Listing
Rules.
From time to time our non-executive Directors may serve on the boards of both private
and public companies within the broader autonomous driving sector. However, as these
non-executive Directors are neither our single largest group of Shareholders nor members of
our executive management team, we do not believe that their interests in such companies as
directors would render us incapable of carrying on our business independently from the other
companies in which they may hold directorships from time to time.
REMUNERATION OF OUR DIRECTORS AND SENIOR MANAGEMENT
For details of the service agreements we entered into with our Directors, see “Appendix
IV — Statutory and General Information — C. Further Information about Our Directors and
Substantial Shareholders — 1. Particulars of Directors’ Service Agreements.”
The aggregate amount of remuneration of our Directors for the three years ended
December 31, 2024 and the six months ended June 30, 2025 amounted to RMB66.2 million,
RMB474.3 million, RMB411.8 million, and RMB40.6 million, respectively.
Under the current compensation arrangement, we estimate the total compensation before
taxation, excluding share-based compensation, to be accrued to our Directors for the year
ending December 31, 2025 to be approximately RMB14.1 million. The actual remuneration of
our Directors in 2025 may be different from the expected remuneration set out above.
DIRECTORS AND SENIOR MANAGEMENT
– 507 –


--- page 518 ---
Save as disclosed above, no other payments have been paid, or are payable, by our Group
to our Directors or the five highest paid individuals during the Track Record Period. No
remuneration was paid by our Company to, or receivable by, our Directors or the five highest
paid individuals as an inducement to join or upon joining our Company, or as compensation for
loss of office in connection with the management positions of any member of our Group.
During the Track Record Period, none of our Directors waived any emoluments.
JOINT COMPANY SECRETARIES
Ms. Liang Wang (ڥ)was appointed as a joint company secretary of our Company in
February 2025. Ms. Wang joined our Company in 2022 and currently serves as the head of legal
department. Prior to joining our Company, she worked as a lawyer and partner at Commerce
& Finance Law Offices from 2017 to 2022, and as a lawyer at Zhong Lun Law Firm from 2013
to 2017. Ms. Wang received her bachelor’s and master’s degrees in law from China University
of Political Science and Law.
Ms. Anne Yu ( Яτ֋) was appointed as a joint company secretary of our Company in
February 2025. Ms. Y u is an assistant manager of SWCS Corporate Services Group (Hong
Kong) Limited and has over 20 years of experience in corporate secretarial and corporate
governance field. Ms. Y u currently acts as the company secretary of several companies listed
on the Main Board of the Stock Exchange. Ms. Y u received her bachelor’s degree from
University of Huddersfield in the United Kingdom and a Master of Law degree from The
University of Law in the United Kingdom. Ms. Y u is a Chartered Secretary, Chartered
Governance Professional, and an associate of both The Hong Kong Chartered Governance
Institute and The Chartered Governance Institute in the United Kingdom. Ms. Y u also holds a
Practitioner’s Endorsement from The Hong Kong Chartered Governance Institute.
2018 SHARE PLAN
In June 2018, we adopted the 2018 Share Plan, which was amended and restated in July
2024. See “Appendix IV — Statutory and General Information — D. 2018 Share Plan” for a
summary of the principal terms and further information of the participants of the 2018 Share
Plan.
CORPORATE GOVERNANCE
We have established four Board committees, namely the Audit Committee, the
Compensation Committee, the Nomination Committee, and the Corporate Governance
Committee. Our Board committees operate in accordance with the terms of reference
established by our Board.
DIRECTORS AND SENIOR MANAGEMENT
– 508 –


--- page 519 ---
Audit Committee
Our Audit Committee will comply with Rule 3.21 of the Listing Rules and the Corporate
Governance Code upon the Listing. The primary duties of our Audit Committee include, among
others, reviewing the adequacy and effectiveness of our accounting and internal control
policies and procedures and any steps taken to monitor and control major financial risk
exposures, reviewing and approving all proposed related party transactions, overseeing the
audit process, and performing other duties and responsibilities assigned by our Board. Upon
the Listing, our Audit Committee will comprise three independent non-executive Directors,
namely Ms. Huiping Y an, Mr. David Zhang ( ੵҕ), and Dr. Tony Fan-cheong Chan, with Ms.
Y an serving as the chairperson. Our Board has determined that each of Ms. Y an, Mr. Zhang,
and Dr. Chan satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq
Listing Rules and Rule 10A-3 under the U.S. Exchange Act. Ms. Y an has the appropriate
accounting or related financial management expertise as required under Rules 3.10(2) and 3.21
of the Listing Rules and qualifies as an “audit committee financial expert” in accordance with
the rules and regulations of the SEC.
Compensation Committee
Our Compensation Committee will comply with Rule 3.25 of the Listing Rules and the
Corporate Governance Code upon the Listing. The primary duties of our Compensation
Committee include, among others, making recommendations to our Board on our policy and
structure for the remuneration of all Directors and senior management, reviewing and
approving remuneration proposals with reference to our Board’s corporate goals and
objectives, and performing other duties and responsibilities assigned by our Board. Upon the
Listing, our Compensation Committee will comprise one executive Director and three
independent non-executive Directors, namely Mr. David Zhang ( ੵҕ), Dr. Han, Ms. Huiping
Y an, and Dr. Tony Fan-cheong Chan, with Mr. Zhang serving as the chairperson.
Nomination Committee
Our Nomination Committee will comply with Rule 3.27A of the Listing Rules and the
Corporate Governance Code upon the Listing. The primary duties of our Nomination
Committee include, among others, reviewing the structure, size and composition of our Board,
assisting our Board in maintaining a board skill matrix, assessing the independence of our
independent non-executive Directors, selecting and recommending to our Board nominees for
election by our Shareholders or appointment by our Board, and performing other duties and
responsibilities assigned by our Board. Upon the Listing, our Nomination Committee will
comprise one executive Director and three independent non-executive Directors, namely Mr.
David Zhang ( ੵҕ), Dr. Han, Ms. Huiping Y an, and Dr. Tony Fan-cheong Chan, with Mr.
Zhang serving as the chairperson.
DIRECTORS AND SENIOR MANAGEMENT
– 509 –


--- page 520 ---
Corporate Governance Committee
Our Corporate Governance Committee will comply with Rules 8A.30 and 8A.31 of the
Listing Rules and the Corporate Governance Code upon the Listing. The primary duties of our
Corporate Governance Committee include, among others, developing and reviewing our
policies and practices on corporate governance and making recommendations to our Board,
ensuring that our Company is operated and managed for the benefit of all Shareholders,
ensuring compliance with the Listing Rules and safeguards relating to our WVR structure, and
performing other duties and responsibilities assigned by our Board. Upon the Listing, our
Corporate Governance Committee will comprise three independent non-executive Directors,
namely Mr. David Zhang ( ੵҕ), Ms. Huiping Y an, and Dr. Tony Fan-cheong Chan, with Mr.
Zhang serving as the chairperson.
In accordance with Rule 8A.30 of the Listing Rules and the Corporate Governance Code,
the duties of our Corporate Governance Committee as set out in its terms of reference include:
(a) to develop and review our Company’s policies and practices on corporate
governance and make recommendations to our Board;
(b) to review and monitor the training and continuous professional development of
Directors and senior management;
(c) to review and monitor our Company’s policies and practices on compliance with
legal and regulatory requirements;
(d) to develop, review, and monitor the code of conduct and compliance manual (if any)
applicable to employees and Directors;
(e) to review our Company’s compliance with the Corporate Governance Code and
disclosure in the corporate governance report;
(f) to review and monitor whether our Company is operated and managed for the benefit
of all of our Shareholders;
(g) to confirm, on an annual basis, that our WVR Beneficiaries have been members of
our Board throughout the year and that no matters under Rule 8A.17 of the Listing
Rules have occurred during the relevant financial year;
(h) to confirm, on an annual basis, whether or not our WVR Beneficiaries have
complied with Rules 8A.14, 8A.15, 8A.18, and 8A.24 of the Listing Rules
throughout the year;
(i) to review and monitor the management of conflicts of interests and make a
recommendation to our Board on any matter where there is a potential conflict of
interest between our Company, our subsidiary and/or Shareholders (considered as a
group) on one hand and any WVR Beneficiary on the other;
DIRECTORS AND SENIOR MANAGEMENT
– 510 –


--- page 521 ---
(j) to review and monitor all risks related to our WVR structure, including connected
transactions between our Company and/or our subsidiary on one hand and any WVR
Beneficiary on the other and make a recommendation to our Board on any such
transaction;
(k) to make a recommendation to our Board as to the appointment or removal of the
Compliance Advisor;
(l) to seek to ensure effective and ongoing communication between our Company and
our Shareholders, particularly with regards to the requirements of Rule 8A.35 of the
Listing Rules;
(m) to report on the work of our Corporate Governance Committee on at least a
half-yearly and annual basis covering all areas of its terms of reference; and
(n) to disclose, on a comply or explain basis, its recommendations to our Board in
respect of the matters in items (i) to (k) above in the report referred to in item (m)
above.
Pursuant to Rule 8A.32 of the Listing Rules, the corporate governance report prepared by
our Company for inclusion in our interim and annual reports after Listing will include a
summary of the work of our Corporate Governance Committee for the relevant period.
Role of our Independent Non-executive Directors
Pursuant to Rule 8A.26 of the Listing Rules, the role of an independent non-executive
director of a listed issuer with a WVR structure must include but is not limited to the functions
described in code provisions C.1.2, C.1.6, and C.1.7 in Part 2 of the Corporate Governance
Code. The functions of our independent non-executive Directors include:
(a) to participate in Board meetings to bring an independent judgment to bear on issues
of strategy, policy, performance, accountability, resources, key appointments, and
standards of conduct;
(b) to take the lead where potential conflicts of interests arise;
(c) to serve on the Audit Committee, the Compensation Committee, the Nomination
Committee, the Corporate Governance Committee, and other governance
committees, if invited;
(d) to scrutinize our Company’s performance in achieving agreed corporate goals and
objectives, and monitor performance reporting;
DIRECTORS AND SENIOR MANAGEMENT
–5 1 1–


--- page 522 ---
(e) to give our Board and any committees on which they serve the benefit of their skills,
expertise, and varied backgrounds and qualifications through regular attendance and
active participation;
(f) to make a positive contribution to the development of our Company’s strategy and
policies through independent, constructive and informed comments; and
(g) to attend general meetings and develop a balanced understanding of the views of our
Shareholders.
Corporate Governance Code
Our Company is committed to achieving high standards of corporate governance with a
view to safeguarding the interests of our Shareholders. To accomplish this, our Company
intends to comply with the Corporate Governance Code after the Listing save for the matter
disclosed below.
Pursuant to code provision C.2.1 in Part 2 of the Corporate Governance Code, companies
listed on the Stock Exchange are expected to comply with, but may choose to deviate from, the
requirement that the roles of chairman and chief executive should be separate and should not
be performed by the same individual. We do not have separate chairman of our Board and CEO,
and Dr. Han currently performs these two roles. Our Board believes that vesting the roles of
both the chairman of our Board and CEO in the same person has the benefit of ensuring
consistent leadership within our Group and enabling more effective and efficient overall
strategic planning and execution of strategic initiatives for our Group. Our Board considers that
the balance of power and authority for the present arrangement will not be impaired, and this
structure will enable our Company to make and implement decisions promptly and effectively.
Our Board will continue to review and consider splitting the roles of the chairman of our Board
and CEO at a time when it is appropriate taking into account the circumstances of our Group
as a whole.
Diversity Policy
We are committed to promoting diversity within our Company to the extent practicable
by taking into consideration a number of factors in respect of our corporate governance
structure. We have adopted a diversity policy which sets out the objective and approach for
achieving and maintaining the diversity of our Board and our workforce (including senior
management). In accordance with the diversity policy, we seek to achieve board diversity by
taking into account a number of factors, including but not limited to gender, age, ethnicity,
culture and educational background, professional experience, skills, knowledge and length of
service. The ultimate selection of Board candidates will be based on merit and potential
contribution to our Board having due regard to the benefits of diversity on our Board and also
the specific needs of our Company without focusing on a single diversity aspect. We are also
committed to promoting diversity within our workforce (including senior management) to
enhance the effectiveness of our corporate governance as a whole.
DIRECTORS AND SENIOR MANAGEMENT
– 512 –


--- page 523 ---
Our Directors have a balanced mix of knowledge and skills, including overall
management and strategic development as well as knowledge and experience in areas such as
computer vision, machine learning, autonomous driving, capital raising, strategic investments,
technical engineering, strategic leadership, accounting, tax, financial management, legal
practice, and mathematics. They obtained degrees in various fields including communication
engineering, electrical engineering, computer science, business administration, English
literature and linguistics, accounting, law, and aeronautics. Furthermore, our Board has a
diverse age and gender representation with one female Director and six male Directors ranging
from 49 years old to 73 years old.
After the Listing, we will from time to time discuss and agree on expected goals to ensure
diversity, and review and, where necessary, update the diversity policy to ensure its continued
effectiveness. We will report on the implementation of the diversity policy in our corporate
governance report on an annual basis.
COMPLIANCE ADVISOR
We have appointed Rainbow Capital (HK) Limited as our Compliance Advisor pursuant
to Rules 3A.19 and 8A.33 of the Listing Rules. The Compliance Advisor will provide us with
guidance and advice as to compliance with the Listing Rules and applicable laws and
regulations. Pursuant to Rules 3A.23 and 8A.34 of the Listing Rules, the Compliance Advisor
will advise our Company in certain circumstances, including:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues, sales or transfers of treasury shares, and share
repurchases;
(c) where we propose to use the proceeds from the Global Offering in a manner different
from that detailed in this prospectus or where our business activities, developments
or results deviate from any forecast, estimate or other information in this prospectus;
(d) where the Stock Exchange makes an inquiry to our Company under Rule 13.10 of
the Listing Rules;
(e) the WVR structure;
(f) transactions in which any WVR Beneficiary has an interest; and
(g) where there is a potential conflict of interest between our Company, our subsidiary
and/or Shareholders (considered as a group) on one hand and any WVR Beneficiary
on the other.
DIRECTORS AND SENIOR MANAGEMENT
– 513 –


--- page 524 ---
Pursuant to the Note to Rule 3A.24 of the Listing Rules, the Compliance Advisor must,
on a timely basis, inform our Company of any amendment or supplement to the Listing Rules
and any new or amended laws and regulations in Hong Kong applicable to us.
The term of appointment of the Compliance Advisor will commence on the Listing Date.
Pursuant to Rule 8A.33 of the Listing Rules, our Company is required to appoint a compliance
advisor on a permanent basis.
DIRECTORS AND SENIOR MANAGEMENT
– 514 –


--- page 525 ---
FUTURE PLANS
See “Business — Our Strategies” in this prospectus for our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$2,932.1 million, after deducting the underwriting commissions and estimated expenses
paid or payable by us in connection with the Global Offering and based upon an indicative offer
price of HK$35.0 per Offer Share for both the Hong Kong Public Offering and the International
Offering, and assuming that the Over-allotment Option is not exercised.
In line with our strategies, we intend to apply the net proceeds from the Global Offering
for the following purposes and in the amounts set forth below:
 Approximately 40.0% of the net proceeds, or HK$1,172.8 million, will be used to
develop our autonomous driving technology stack, including infrastructure and core
capabilities, data, autonomous driving technology solutions, and an operations
platform.
o approximately 20.0% of the net proceeds, or HK$586.4 million, will be used
for the R&D and enhancement of our infrastructure and core capabilities,
including our collaborative distributed model, cloud-native development
platform and an expansive suite of tools for simulation, incident analysis, and
data analytics, among others, which will consistently support the upgrade of
our autonomous driving products and solutions and broader AI applications. To
support these efforts, we plan to allocate (i) approximately 10.0% of the net
proceeds, or HK$293.2 million, to recruit, train and retain skilled R&D
personnel; and (ii) approximately 10.0% of the net proceeds, or HK$293.2
million, to invest in equipment and related services to enhance computing
power, storage servers and other routine operation and maintenance equipment.
o approximately 20.0% of the net proceeds, or HK$586.4 million, will be used
for the R&D and enhancement of our data quality and autonomous driving
technology solutions, including HD mapping and mapless solutions, AI
models, hybrid architecture, and world simulator, as well as our unified
operations platform. To support these efforts, we plan to invest (i)
approximately 10.0% of the net proceeds, or HK$293.2 million, in recruiting,
training and retaining skilled technical personnel specializing in algorithms,
software, hardware, and data processing; (ii) approximately 5.0% of the net
proceeds, or HK$146.6 million, in upgrading R&D equipment and enhancing
our computing capabilities, development tools and software platforms; (iii)
approximately 4.0% of the net proceeds, or HK$117.3 million, in investing in
vehicles for R&D testing, as well as related onboard hardware and software,
and small enclosed testing sites for R&D testing; and (iv) approximately 1.0%
FUTURE PLANS AND USE OF PROCEEDS
– 515 –


--- page 526 ---
of the net proceeds, or HK$29.3 million, in expanding our R&D centers to
accommodate and support more research projects simultaneously, thereby
improving the quality and efficiency of our overall R&D process.
 Approximately 40.0% of the net proceeds, or HK$1,172.8 million, will be used to
accelerate the commercial mass production and/or the operation of our L4 fleets, to
improve the quality of our autonomous driving products and solutions and expand
our business scale over the next five years:
o approximately 18.0% of the net proceeds, or HK$527.8 million, will be used
for the scaling up of our robotaxi commercialization and ride-hailing services,
to improve operational service capabilities. To support these efforts, we plan to
invest (i) approximately 4.0% of the net proceeds, or HK$117.4 million, in the
continuous improvement of our fleet operation and management capabilities
and upgrade WeRide Go ; (ii) approximately 8.0% of the net proceeds, or
HK$234.6 million, in the development of new robotaxi models and production
of robotaxi in collaboration with partners; (iii) approximately 2.0% of the net
proceeds, or HK$58.6 million, in the construction of local operating
infrastructure; (iv) approximately 2.0% of the net proceeds, or HK$58.6
million, in the expansion of fleet operation team and the online platform
operation and maintenance team; and (v) approximately 2.0% of the net
proceeds, or HK$58.6 million, in additional driverless testing and application
for new operating licenses.
o approximately 12.0% of the net proceeds, or HK$351.8 million, will be used
to advance the commercial production and operation of our robobuses,
robovans and robosweepers. To support these efforts, we plan to invest (i)
approximately 8.0% of the net proceeds, or HK$234.6 million, in scaling up
the production of our robobuses, robovans and robosweepers in collaboration
with partners; (ii) approximately 2.0% of the net proceeds, or HK$58.6
million, in the commercialization, pilot operations, and driverless testing of
our robobuses, robovans and robosweepers in various cities around the world;
and (iii) approximately 2.0% of the net proceeds, or HK$58.6 million, in the
ongoing operational and technical support services.
o approximately 10.0% of the net proceeds, or HK$293.2 million, will be used
to co-develop and distribute ADAS with strategic partners, Bosch and explore
more partnership opportunities for ADAS. To support these efforts, we plan to
invest (i) approximately 4.0% of the net proceeds, or HK$117.2 million, in the
development of ADAS technology; (ii) approximately 3.0% of the net
proceeds, or HK$88.0 million, in the building of product development team,
including recruiting, training and retaining ADAS technology and product
developers; and (iii) approximately 3.0% of the net proceeds, or HK$88.0
million, in hardware and software inputs required for co-development.
FUTURE PLANS AND USE OF PROCEEDS
– 516 –


--- page 527 ---
With respect to R&D personnel, in addition to retaining existing talents and enhancing
their training and development, we will also persist in expanding our R&D talent team and
recruiting top-notch engineers and industry professionals globally. We expect to use net
proceeds to recruit over 60 experienced R&D engineers and over 80 R&D data processing staff
each year.
We expect to hire R&D engineers who hold a master’s degree or higher in computer
science, automation, electronic engineering, or related fields, and are proficient in common
platform architectures, data structures, programming languages, and algorithms, and have over
5 years of experience in relevant professional domains or industries such as autonomous
driving, machine learning and robotics. We expect the newly hired R&D data processing
personnel to be familiar with data processing, annotation, and analysis skills, possess data
processing project management capabilities, have a basic understanding of autonomous driving
and artificial intelligence technologies, and have over 1 year of experience in the relevant field.
 Approximately 10.0% of the net proceeds, or HK$293.2 million, will be used to
establish marketing teams and branches necessary for us to expand into existing
markets and additional markets, as well as to invest in marketing activities over the
next five years.
o approximately 5.0% of the net proceeds, or HK$146.6 million, will be used to
further expand our overseas business. We plan to make the following specific
investments in the Middle East, Europe, Japan, Singapore and other key
regions for future expansion: (i) approximately 3.0% of the net proceeds, or
HK$88.0 million, in building experienced local sales and customer service
teams; (ii) approximately 1.0% of the net proceeds, or HK$29.3 million, in
establishing overseas offices; and (iii) approximately 1.0% of the net proceeds,
or HK$29.3 million, in conducting customer visits and marketing and
promotional activities such as product launches and test drives.
o approximately 5.0% of the net proceeds, or HK$146.6 million, will be used to
promote ongoing marketing activities in China to support our branding,
negotiation of partnership opportunities. To support these efforts, we plan to
invest (i) approximately 3.0% of the net proceeds, or HK$88.0 million, in
recruiting, retaining and training sales personnel based on business needs; and
(ii) approximately 2.0% of the net proceeds, or HK$58.6 million, in supporting
the development of marketing activities such as product launches and test
drives.
 Approximately 10.0% of the net proceeds, or HK$293.3 million, will be used for
working capital and general corporate purposes.
FUTURE PLANS AND USE OF PROCEEDS
– 517 –


--- page 528 ---
To the extent our net proceeds are either more or less than expected, we will adjust our
allocation of the net proceeds for the above purposes on a pro rata basis.
If the Over-allotment Option is fully exercised, we will receive additional net proceeds
of approximately HK$463.3 million (based on the maximum Public Offer Price of HK$35.0 per
Offer Share). In the event that the Over-allotment Option is exercised, we intend to apply the
additional net proceeds to the above purposes on a pro rata basis.
To the extent that our proceeds are not sufficient to fund the purposes set out above, we
intend to fund the balance through a variety of means, including cash generated from
operations, bank loans and other borrowings.
If any part of our plan does not proceed as planned for reasons such as changes in
government policies that would render any of our plans not viable, or the occurrence of force
majeure events, our Directors will carefully evaluate the situation and may reallocate the net
proceeds from the Global Offering. We will issue an appropriate announcement if there is any
material change to the above proposed use of proceeds.
To the extent that the net proceeds of the Global Offering are not immediately used for
the purposes described above, and to the extent permitted by the relevant laws and regulations,
we intend to deposit the proceeds in short-term interest-bearing accounts at licensed
commercial banks and/or other authorized financial institutions (as defined under SFO or
applicable laws and regulations in the other jurisdictions).
FUTURE PLANS AND USE OF PROCEEDS
– 518 –


--- page 529 ---
HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
Morgan Stanley Asia Limited
(in alphabetical order)
J.P . Morgan Securities (Asia Pacific) Limited
BOCI Asia Limited
Futu Securities International (Hong Kong) Limited
Daiwa Capital Markets Hong Kong Limited
ABCI Capital Limited
ABCI Securities Company Limited
ICBC International Securities Limited
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on
a conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 4,412,500
Hong Kong Offer Shares and the International Offering of initially 83,837,500 International
Offer Shares, subject, in each case, to reallocation on the basis as described in the section
headed “Structure of the Global Offering” as well as to the Over-allotment Option (in the case
of the International Offering).
UNDERWRITING ARRANGEMENTS
The Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, the Company is offering initially
4,412,500 Hong Kong Offer Shares for subscription by the public in Hong Kong on and subject
to the terms and conditions of this Prospectus at the Public Offer Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to
deal in, the Class A Ordinary Shares in issue and to be offered pursuant to the Global Offering
as mentioned herein and such approval not having been withdrawn and (b) certain other
conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters
have agreed severally and not jointly to subscribe or procure subscribers for their respective
applicable proportions of the Hong Kong Offer Shares being offered which are not taken up
under the Hong Kong Public Offering on and subject to the terms and conditions set out in this
Prospectus and the Hong Kong Underwriting Agreement. The Hong Kong Underwriting
Agreement is conditional upon and subject to, among other things, the International
Underwriting Agreement having been executed and becoming unconditional and not having
been terminated in accordance with its terms.
UNDERWRITING
– 519 –


--- page 530 ---
For applicants applying under the Hong Kong Public Offering, this Prospectus contains
the terms and conditions of the Hong Kong Public Offering. The International Offering is
expected to be fully underwritten by the International Underwriters.
Grounds for Termination
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for
the Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to
termination. If at any time prior to 8:00 a.m. on the day that trading in the Class A Ordinary
Shares commences on the Stock Exchange:
(i) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
laws or regulations, or the interpretation or application thereof by any court or
any competent authority in or affecting Hong Kong, Cayman Islands, the PRC,
the United States, the United Kingdom, the European Union (or any member
thereof), Singapore, Saudi Arabia, or other jurisdictions relevant to the Group
or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the
“Relevant Jurisdictions ”); or
(b) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in any local, national, regional or international financial, political,
military, industrial, economic, fiscal, legal, regulatory, currency, credit or
market conditions, Taxation, equity securities or currency exchange rate or
controls or any monetary or trading settlement system, or foreign investment
regulations (including, without limitation, a devaluation of the Hong Kong
dollar, United States dollar or Renminbi against any foreign currencies, a
change in the system under which the value of the Hong Kong dollar is linked
to that of the United States dollar or the Renminbi is linked to any foreign
currency or currencies) or other financial markets (including, without
limitation, conditions in stock and bond markets, money and foreign exchange
markets, the inter-bank markets and credit markets) in or affecting any
Relevant Jurisdictions; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a
regional, national or international emergency or war, calamity, crisis, economic
sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire,
explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion,
riots, rebellion, public disorder, paralysis in government operations, acts of
war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of
diseases, or interruption or delay in transportation, local, national, regional or
international outbreak or escalation of hostilities (whether or not war is or has
been declared), act of God or act of terrorism (whether or not responsibility has
been claimed)) in or affecting any of the Relevant Jurisdictions; or
UNDERWRITING
– 520 –


--- page 531 ---
(d) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) on (i) the trading in shares
or securities generally on the Stock Exchange, the Shanghai Stock Exchange,
the Shenzhen Stock Exchange, the Singapore Stock Exchange, the New Y ork
Stock Exchange, the Nasdaq or the London Stock Exchange; or (ii) the trading
in any securities of the Company listed or quoted on a stock exchange or an
over-the-counter market; or
(e) the imposition or declaration of any general moratorium on commercial
banking activities in or affecting any of the Relevant Jurisdictions or any
disruption in commercial banking or foreign exchange trading or securities
settlement or clearing services, procedures or matters in or affecting any of the
Relevant Jurisdictions; or
(f) other than with the prior written consent of the Overall Coordinators, the issue
or requirement to issue by the Company of a supplement or amendment to the
Hong Kong Prospectus or other documents in connection with the offer and
sale of the Offer Shares pursuant to the Companies (Winding up and
Miscellaneous Provisions) Ordinance or the Listing Rules or upon any
requirement or request of the Stock Exchange and/or the SFC; or
(g) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against a member of the
Group or a director or a senior management member of any member of the
Group or announcing an intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any member of the Group or any member of the single largest
group of Shareholders or by or on any Relevant Jurisdiction, or the withdrawal
of trading privileges which existed on the date of the Hong Kong Underwriting
Agreement, in whatever form, directly or indirectly, by, or for, any Relevant
Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of
any member of the Group or in respect of which any member of the Group is
liable prior to its stated maturity; or
(j) any non-compliance of this prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue or sale of any of
the Offer Shares), the CSRC filings or any aspect of the Global Offering with
the Listing Rules or any other applicable Laws; or
UNDERWRITING
– 521 –


--- page 532 ---
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any member of the single largest group of
Shareholders or any Director or senior management members as named in the
Hong Kong Prospectus; or
(l) any contravention by any member of the Group or any Director of the Listing
Rules or applicable Laws; or
(m) any change or prospective change, or a materialization of, any of the risks set
out in the section headed “Risk Factors” in this prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Joint Sponsors and the Overall Coordinators (for themselves and on
behalf of the Hong Kong Underwriters):
i. has or will or may have a material adverse effect, whether directly or indirectly,
on the assets, liabilities, business, general affairs, management, prospects,
shareholders’ equity, profits, losses, results of operations, position or
condition, financial or otherwise, or performance of the Company or the Group
as a whole;
ii. has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or
the level of indications of interest under the International Offering; or
iii. makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of the Hong Kong Underwriting Agreement, the
Hong Kong Public Offering or the Global Offering to be performed or
implemented as envisaged, or for the Hong Kong Public Offering and/or the
Global Offering to proceed, or to market the Global Offering or the delivery or
distribution of the Offer Shares on the terms and in the manner contemplated
by the offering documents; or
iv. has or will or may have the effect of making any part of the Hong Kong
Underwriting Agreement (including underwriting) incapable of performance in
accordance with its terms or preventing the processing of applications and/or
payments pursuant to the Global Offering or pursuant to the underwriting
thereof; or
UNDERWRITING
– 522 –


--- page 533 ---
(ii) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
(a) any development or occurrence of a suspension or limitation in trading of the
Company’s securities on the Nasdaq; or
(b) any statement contained in any of the offering documents, the CSRC filings
and/or any notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of the Company in connection with
the Hong Kong Public Offering (including any supplement or amendment
thereto) (the “ Global Offering Documents ”) was, when it was issued, or has
become untrue, incorrect, inaccurate in any material respect or misleading,
unless such untrue or misleading statement has been properly rectified by the
Company in a timely manner; or that any estimate, forecast, expression of
opinion, intention or expectation contained in any such documents, was, when
it was issued, or has become unfair or misleading in any respect or based on
untrue, dishonest or unreasonable assumptions or given in bad faith; or
(c) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(d) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and
undertakings given by the Company or the single largest group of Shareholders
in the Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(e) any event, act or omission which gives rise or is likely to give rise to any
liability of any of the indemnifying parties pursuant to the indemnities in this
prospectus; or
(f) any material breach of any of the obligations or undertakings imposed upon the
Company or any member of the single largest group of Shareholders to the
Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(g) there is any change or development involving a prospective change
constituting or having a material adverse effect; or
(h) that the chairman of the Board, any executive Director or any member of senior
management of the Company named in this prospectus seeks to retire, or is
removed from office or vacating his/her office; or
UNDERWRITING
– 523 –


--- page 534 ---
(i) any Director or any member of senior management of the Company named in
this prospectus is being charged with an indictable offence or prohibited by
operation of law or otherwise disqualified from taking part in the management
or taking directorship of a company; or
(j) the Company withdraws this prospectus (and/or any other documents used in
connection with the offer or sale of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(k) that the approval by the Listing Committee of the listing of, and permission to
deal in, (a) the Class A Ordinary Shares in issue and to be issued pursuant to
the Global Offering (including the additional Class A Ordinary Shares which
may be issued pursuant to the exercise of the Over-allotment Option); (b) the
Class A Ordinary Shares to be issued pursuant to the 2018 Share Plan, and (c)
the Class A Ordinary Shares that are issuable upon conversion of the Class B
Ordinary Shares on a one to one basis is refused or not granted, other than
subject to customary conditions, on or before the Listing Date, or if granted,
the approval is subsequently withdrawn, cancelled, qualified (other than by
customary conditions), revoked or withheld; or
(l) any person (other than any of the Joint Sponsors) has withdrawn its consent to
the issue of this prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form
and context in which it respectively appears; or
(m) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(n) any person whose consent is required for the issue of this prospectus (other
than the Joint Sponsors and the Overall Coordinators) has withdrawn or sought
to withdraw its consent to being named in any of the offering documents or to
the issue of any of the offering documents; or
(o) an order or petition is presented for the winding-up or liquidation of any
member of the Group, or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or anything analogous
thereto occurs in respect of any member of the Group; or
UNDERWRITING
– 524 –


--- page 535 ---
(p) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or
the results of the CSRC filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Overall Coordinators, the issue or requirement to issue
by the Company of a supplement or amendment to the CSRC filings pursuant
to the CSRC rules or upon any requirement or request of the CSRC; or (C) any
non-compliance of the CSRC filings with the CSRC rules or any other
applicable laws; or
(q) that a material portion of the orders placed or confirmed in the bookbuilding
process have been withdrawn, terminated or cancelled, or with respect to which
the payment of the relevant orders and/or investment commitment has not been
received or settled in the stipulated time and manner or otherwise,
then, in each case, the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) may, in their sole and absolute discretion and upon giving notice in writing to
the Company, terminate the Hong Kong Underwriting Agreement with immediate effect.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that no further Shares or securities convertible into Shares (whether or not of a class
already listed) may be issued or form the subject of any agreement to such an issue within six
months from the Listing Date (whether or not such issue of shares or securities will be
completed within six months from the Listing Date), except for:
(a) the issue of shares, the listing of which has been approved by the Stock Exchange,
pursuant to a share option scheme under Chapter 17 of the Listing Rules;
(b) any capitalization issue, capital reduction or consolidation or sub-division of Shares;
(c) issue of Class A Ordinary Shares or securities pursuant to the Global Offering
(including any exercise of the Over-allotment Option); and
(d) any other applicable circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings by the single largest group of Shareholders
Pursuant to Rules 10.07 and 18C.13 of the Listing Rules, each member of the single
largest group of Shareholders has irrevocably and unconditionally undertaken to us and to the
Stock Exchange that except pursuant to the Global Offering, or the Over-allotment Option,
it/he shall not and shall procure that the relevant registered Shareholder(s) controlled by it/him
shall not, in the period commencing on the date by reference to which disclosure of its/his
shareholdings in the Company is made in this prospectus and ending on the date which is 12
UNDERWRITING
– 525 –


--- page 536 ---
months from the Listing Date, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances (save as pursuant to a pledge
or charge as security in favor of an authorized institution (as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong) for a bona fide commercial loan) in respect of, any
of our securities that it/he is shown to beneficially own in this prospectus.
Each member of the single largest group of Shareholders has further irrevocably and
unconditionally undertaken to us and the Stock Exchange that, within the period commencing
on the date by reference to which disclosure of its/his shareholdings in the Company is made
in this Prospectus and ending on the date which is 12 months from the Listing Date, it/he will:
(a) when it/he pledges or charges any securities in the Company beneficially owned by
it/him in favor of an authorized institution (as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan pursuant
to Note (2) to Rule 10.07(2) of the Listing Rules, immediately inform us in writing
of such pledge or charge together with the number of our securities so pledged or
charged; and
(b) when it/he receives indications, either verbal or written, from the pledgee or chargee
that any of our pledged or charged securities beneficially owned by it/him will be
disposed of, immediately inform us in writing of such indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (a) and (b) above by any member of the single largest group of
Shareholders and make a public disclosure in relation to such information by way of an
announcement in accordance with the Listing Rules.
Undertakings by the Key Persons
Pursuant to Rule 18C.14(1) of the Listing Rules, each of the key persons and their close
associates (the “ Key Persons ”), comprising Dr. Han, Dr. Li, and Dr. Hua Zhong, has
irrevocably and unconditionally undertaken to us and to the Stock Exchange that except
pursuant to the Global Offering, or the Over-allotment Option, it/he/she shall not and shall
procure that its/his/her respective close associates and the relevant registered Shareholder(s)
controlled by it/him/her shall not, in the period commencing on the date by reference to which
disclosure of its/his/her shareholdings (or its/his/her respective close associate’s shareholdings,
if applicable) in the Company is made in this Prospectus and ending on the date which is 12
months from the Listing Date, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances (save as (i) pursuant to a pledge
or charge as security in favor of an authorized institution (as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong) for a bona fide commercial loan, or (ii) disposing any
interest in such securities of the Company in the circumstances provided under Rule 18C.15 of
the Listing Rules) in respect of, any of our securities that it/he/she (or its/his/her respective
close associate, if applicable) is shown to beneficially own in this prospectus.
UNDERWRITING
– 526 –


--- page 537 ---
In accordance with Note 2 to Rule 18C.14 of the Listing Rules, each of the Key Persons
has further irrevocably and unconditionally undertaken to us and the Stock Exchange, and shall
procure its/his/her respective close associates, that within the period commencing on the date
by reference to which disclosure of its/his/her shareholdings (or its/his/her respective close
associate’s shareholdings, if applicable) in the Company is made in this Prospectus and ending
on the date which is 12 months from the Listing Date, it/he/she will:
(a) when it/he/she (or its/his/her respective close associate) pledges or charges any
securities in the Company beneficially owned by it/him/her (or by its/his/her
respective close associate) in favor of an authorized institution (as defined in the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong)), immediately inform
us in writing of such pledge or charge together with the number of our securities so
pledged or charged; and
(b) when it/he/she (or its/his/her respective close associate) receives indications, either
verbal or written, from the pledgee or chargee that any of our pledged or charged
securities beneficially owned by it/him/her (or by its/his/her respective close
associate) will be disposed of, immediately inform us in writing of such indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (a) and (b) above by any of the Key Persons and make a public
disclosure in relation to such information by way of an announcement in accordance with the
Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by the Company
Pursuant to the Hong Kong Underwriting Agreement, the Company undertakes to each of
the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the Hong Kong Underwriters that, except for (a) the issue, offer or sale of
the Offer Shares by the Company pursuant to the Global Offering (including pursuant to any
exercise of the Over-allotment Option); (b) the issue of Class A Ordinary Shares or ADSs or
transfer of treasury shares pursuant to the 2018 Share Plan in compliance with the Listing
Rules and applicable laws; (c) any capitalization issue, capital reduction or consolidation or
sub-division of shares; (d) registration and issuance of ADSs and ADRs without enlarging the
issued and outstanding share capital of the Company as at the date of the Hong Kong
Underwriting Agreement; or (e) repurchase of securities pursuant to the Company’s share
repurchase programs existing on the date of the International Underwriting Agreement to the
extent in compliance with the Listing Rules and applicable laws, the Company will not, without
the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters) and unless in compliance with the Listing
Rules, at any time during the period commencing on the date of the Hong Kong Underwriting
Agreement and ending on the date falling six months after the Listing Date (the “ First Six
Month Period ”):
UNDERWRITING
– 527 –


--- page 538 ---
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or
dispose of or create an encumbrance over, or agree to transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally,
or repurchase, any legal or beneficial interest in the share capital or any other
securities of the Company or any interest in any of the foregoing (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase any share
capital or other securities of the Company, as applicable), or deposit any share
capital or other securities of the Company, as applicable, with a depositary in
connection with the issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of the
Class A Ordinary Shares or any other securities of the Company, or any interest in
any of the foregoing (including, without limitation, any securities convertible into
or exchangeable or exercisable for or that represent the right to receive, or any
warrants or other rights to purchase, any Shares); or
(iii) enter into any transaction with the same economic effect as any transaction
described in (i) or (ii) above; or
(iv) offer to or agree to do any of the foregoing specified in (i), (ii) or (iii) or announce
any intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of share
capital or such other securities, in cash or otherwise (whether or not the issue of such share
capital or other securities will be completed within the First Six Month Period). The Company
further agrees that, in the event the Company is allowed to enter into any of the transactions
described in (i), (ii) or (iii) above or offers to or agrees to or announces any intention to effect
any such transaction during the period of six months commencing on the date on which the
First Six Month Period expires (the “ Second Six Month Period ”), it will take all reasonable
steps to ensure that such an issue or disposal will not, and no other act of the Company will,
create a disorderly or false market for any Class A Ordinary Shares or other securities of the
Company.
The single largest group of Shareholders undertake to each of the Joint Sponsors, the
Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the
Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong
Kong Underwriters that it/he shall procure the Company to comply with the undertakings
above.
UNDERWRITING
– 528 –


--- page 539 ---
Undertakings by the single largest group of Shareholders
Each member of the single largest group of Shareholders has undertaken to each of the
Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the Hong Kong Underwriters that, without the prior written consent of the
Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) and unless in compliance with the requirements of the Listing Rules, except
pursuant to the Stock Borrowing Agreement:
(a) it/he will not, and will procure that the relevant registered holder(s), any nominee
or trustee holding on trust for it/him and the companies controlled by it/him will not,
at any time during the period commencing on the date of the Hong Kong
Underwriting Agreement and ending on, and including the date that is twelve
months after the Listing Date (the “ Twelve Month Period ”), (i) sell, offer to sell,
accept subscription for, contract or agree to sell, mortgage, charge, pledge,
hypothecate, lend, grant or sell any option, warrant, contract or right to purchase,
grant or purchase any option, warrant, contract or right to sell, or otherwise transfer
or dispose of or create an encumbrance over, or agree to transfer or dispose of or
create an encumbrance over, either directly or indirectly, conditionally or
unconditionally, any Shares or other equity securities of the Company or any interest
therein (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any Shares or any such other securities, as applicable or
any interest in any of the foregoing), or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of
ownership (legal or beneficial) of any Shares or other equity securities of the
Company or any interest therein (including, without limitation, any securities
convertible into or exchangeable or exercisable for or that represent the right to
receive, or any warrants or other rights to purchase, any Shares or any such other
securities, as applicable or any interest in any of the foregoing), or (iii) enter into
any transaction with the same economic effect as any transaction specified in (i) or
(ii) above, or (iv) offer to or agree to or announce any intention to effect any
transaction specified in (i), (ii) or (iii) above, in each case, whether any of the
transactions specified in (i), (ii) or (iii) above is to be settled by delivery of Shares
or other equity securities of the Company or in cash or otherwise, and whether or
not the transactions will be completed within the Twelve Month Period; and
(b) until the expiry of the Twelve Month Period, in the event that it/he enters into any
of the transactions specified in (i), (ii) or (iii) or offer to or agrees to or contract to
or publicly announce any intention to effect any such transaction, it/he will take all
reasonable steps to ensure that such a disposal will not create a disorderly or false
market in the securities of the Company.
UNDERWRITING
– 529 –


--- page 540 ---
The restrictions above shall not prevent the single largest group of Shareholders from (i)
purchasing additional Class A Ordinary Shares or other securities of the Company and
disposing of such additional Class A Ordinary Shares or securities of the Company in
accordance with the Listing Rules, provided that any such purchase or disposal does not
contravene the lock-up arrangements with the single largest group of Shareholders referred to
above or the compliance by the Company with the minimum public float requirement specified
in the Listing Rules, and (ii) using the Shares or other securities of the Company or any interest
therein beneficially owned by them as security (including a charge or a pledge) in favor of an
authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong
Kong)) for a bona fide commercial loan, provided that (a) the relevant member(s) of the single
largest group of Shareholders will immediately inform the Company and the Overall
Coordinators in writing of such pledge or charge together with the number of Shares or other
securities of the Company so pledged or charged if and when it/he or the relevant registered
holder(s) pledges or charges any Shares or other securities of the Company beneficially owned
by it/him, and (b) when the relevant member(s) of the single largest group of Shareholders
receive(s) indications, either verbal or written, from the pledgee or chargee of any Shares that
any of the pledged or charged Shares or other securities of the Company will be disposed of,
it/he will immediately inform the Company and the Overall Coordinators of such indications.
The Company hereby undertakes to the Joint Sponsors, the Sponsor-Overall Coordinators,
the Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the
Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that upon
receiving such information in writing from the single largest group of Shareholders, it will, as
soon as practicable and if required pursuant to the Listing Rules, the SFO and/or any other
applicable law, notify the Stock Exchange and/or other relevant authorities, and make a public
disclosure in relation to such information by way of an announcement.
Indemnity
The Company has agreed to indemnify, among others, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Capital Market Intermediaries and the Hong Kong Underwriters for certain losses which
they may suffer, including losses arising from the performance of their obligations under the
Hong Kong Underwriting Agreement and any breach by us of the Hong Kong Underwriting
Agreement, as the case may be.
Hong Kong Underwriters’ Interests in our Company
Except for its obligations under the Hong Kong Underwriting Agreement, none of the
Hong Kong Underwriters has any shareholding interest in the Company or any right or option
(whether legally enforceable or not) to subscribe for or nominate persons to subscribe for
securities in our Company.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the Class A Ordinary Shares as a result of
fulfilling their obligations under the Hong Kong Underwriting Agreement.
UNDERWRITING
– 530 –


--- page 541 ---
The International Offering
In connection with the International Offering, it is expected that the Company will enter
into the International Underwriting Agreement with the International Underwriters on the Price
Determination Date. Under the International Underwriting Agreement and subject to the
Over-allotment Option, the International Underwriters will, subject to certain conditions set
out therein, severally and not jointly, agree to subscribe for or purchase or procure subscribers
or purchasers for their respective proportions of the International Offer Shares which are not
taken up under the International Offering. See “Structure of the Global Offering — The
International Offering.”
Over-allotment Option
The Company is expected to grant to the International Underwriters the Over-allotment
Option, exercisable by the Overall Coordinators on behalf of the International Underwriters
during the 30-day period after the last day for lodging of applications under the Hong Kong
Public Offering, which will end on Wednesday, December 3, 2025, to require the Company to
issue and allot up to an aggregate of 13,237,500 additional Offer Shares, representing
approximately 15.0% of the Offer Shares initially available under the Global Offering, at the
International Offer Price to cover, among others, over-allocations in the International Offering,
if any. It is expected that the International Underwriting Agreement may be terminated on
similar grounds as the Hong Kong Underwriting Agreement. Potential investors should note
that if the International Underwriting Agreement is not entered into, or is terminated, the
Global Offering will not proceed. See “Structure of the Global Offering — The International
Offering — Over-allotment Option.”
Commissions and Expenses
All Capital Market Intermediaries participating in the Global Offering will receive an
underwriting commission equivalent to 2.0% (if the offering size (before the exercise of
Over-allotment Option) is more than US$250 million but no more than US$500 million) of the
aggregate gross proceeds from the Global Offering (the “ Gross Proceeds ”) or 2.5% of the
Gross Proceeds (if the offering size (before the exercise of Over-allotment Option) is no more
than US$250 million), and an additional discretionary incentive fee, in the Company’s sole
discretion, up to 1.5% of the Gross Proceeds.
Assuming the discretionary fee is paid in full, the ratio of the fixed fee and discretionary
fee payable to all Capital Market Intermediaries is approximately 54.3%:45.7% (if the offering
size (before the exercise of Over-allotment Option) is more than US$250 million but no more
than US$500 million) or 59.4%:40.6% (if the offering size (before the exercise of Over-
allotment Option) is no more than US$250 million). For any unsubscribed Hong Kong Offer
Shares reallocated to the International Offering, the Company will pay the underwriting
commission for such Offer Shares to the International Underwriters (but not the Hong Kong
Underwriters).
The sponsor fee payable by the Company to each Joint Sponsor is US$500,000.
UNDERWRITING
– 531 –


--- page 542 ---
The aggregate underwriting commissions and fees together with the Stock Exchange
listing fees, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange
trading fee, legal and other professional fees and printing and all other expenses relating to the
Global Offering are estimated to be approximately HK$172.9 million (assuming an indicative
offer price of HK$35.0 per Offer Share, the full payment of the discretionary fees and the
Over-allotment Option is fully exercised) and will be paid by the Company.
Over-allotment and Stabilization
Details of the arrangements relating to the Over-allotment Option and stabilization are set
forth in the section headed “Structure of the Global Offering.”
INDEPENDENCE OF THE JOINT SPONSORS
The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The Underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting or
stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments of the Company
and/or persons and entities with relationships with the Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with the
Group’s loans and other debt.
In relation to the Class A Ordinary Shares, those activities could include acting as agent
for buyers and sellers of the Class A Ordinary Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of the Class
A Ordinary Shares (which financing may be secured by the Class A Ordinary Shares) in the
Global Offering, proprietary trading in the Class A Ordinary Shares, and entering into over the
counter or listed derivative transactions or listed and unlisted securities transactions (including
issuing securities such as derivative warrants listed on a stock exchange) which have as their
underlying assets, assets including the Class A Ordinary Shares. Those activities may require
UNDERWRITING
– 532 –


--- page 543 ---
hedging activity by those entities involving, directly or indirectly, the buying and selling of the
Class A Ordinary Shares. All such activities could occur in Hong Kong and elsewhere in the
world and may result in the Syndicate Members and their affiliates holding long and/or short
positions in the Class A Ordinary Shares, in baskets of securities or indices including the Class
A Ordinary Shares, in units of funds that may purchase the Class A Ordinary Shares, or in
derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities
having the Class A Ordinary Shares as their underlying securities, whether on the Stock
Exchange or on any other stock exchange, the rules of the exchange may require the issuer of
those securities (or one of its affiliates or agents) to act as a market maker or liquidity provider
in the security, and this will also result in hedging activity in the Class A Ordinary Shares in
most cases.
All such activities may occur both during and after the end of the stabilizing period
described in “Structure of the Global Offering.” Such activities may affect the market price or
value of the Class A Ordinary Shares, the liquidity or trading volume in the Class A Ordinary
Shares and the volatility of the price of the Class A Ordinary Shares, and the extent to which
this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager through its affiliates or
any person acting for it) must not, in connection with the distribution of the Offer
Shares, effect any transactions (including issuing or entering into any option or other
derivative transactions relating to the Offer Shares), whether in the open market or
otherwise, with a view to stabilizing or maintaining the market price of any of the
Offer Shares at levels other than those which might otherwise prevail in the open
market; and
(b) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to us and
our affiliates for which such Syndicate Members or their respective affiliates have received or
will receive customary fees and commissions.
UNDERWRITING
– 533 –


--- page 544 ---
THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering. China International Capital Corporation Hong Kong Securities Limited,
Morgan Stanley Asia Limited (in alphabetical order) and J.P . Morgan Securities (Asia Pacific)
Limited are the Overall Coordinators of the Global Offering.
The listing of the Class A Ordinary Shares on the Stock Exchange is sponsored by the
Joint Sponsors. The Joint Sponsors have made an application on behalf of the Company to the
Stock Exchange for the listing of, and permission to deal in, the Class A Ordinary Shares in
issue and to be issued as mentioned in this prospectus.
88,250,000 Offer Shares will be made available under the Global Offering comprising:
(a) the Hong Kong Public Offering of 4,412,500 Offer Shares (subject to reallocation)
in Hong Kong as described in the paragraph headed “— The Hong Kong Public
Offering” below; and
(b) the International Offering of an aggregate of initially 83,837,500 Offer Shares
(subject to reallocation and the Over-allotment Option) pursuant to the registration
statement on Form F-1, as amended, that to be filed with the SEC on or around
October 28, 2025, including the preliminary prospectus dated October 28, 2025 and
the final prospectus to be filed with the SEC on or about November 4, 2025, or
pursuant to the shelf registration statement on Form F-3 that to be filed with the SEC
on November 3, 2025, the preliminary prospectus supplement to be filed on or about
November 3, 2025 and the final prospectus supplement to be filed with the SEC on
or about November 4, 2025.
Investors may either:
(a) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(b) apply for or indicate an interest for International Offer Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 8.60% of the total Shares in issue
immediately following the completion of the Global Offering, assuming the Over-allotment
Option is not exercised and no further Class A Ordinary Shares are allotted and issued under
the 2018 Share Plan. If the Over-allotment Option is exercised in full, the Offer Shares will
represent approximately 9.76% of the total Shares in issue immediately following the
completion of the Global Offering (assuming no further Class A Ordinary Shares are allotted
and issued under the 2018 Share Plan).
STRUCTURE OF THE GLOBAL OFFERING
– 534 –


--- page 545 ---
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
The Company is initially offering 4,412,500 Offer Shares for subscription by the public
in Hong Kong at the Public Offer Price, representing 5.0% of the total number of Offer Shares
initially available under the Global Offering. The number of Shares offered under the Hong
Kong Public Offering, subject to the reallocation of Offer Shares between the International
Offering and the Hong Kong Public Offering, will represent approximately 0.43% of the total
Shares in issue immediately following the completion of the Global Offering, assuming the
Over-allotment Option is not exercised and no further Class A Ordinary Shares are allotted and
issued under the 2018 Share Plan.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities which regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set out in
the paragraph headed “— Conditions of the Global Offering” below.
Allocation
Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
would mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of the Offer Shares initially available under
the Hong Kong Public Offering (after taking account of any reallocation referred to below) is
to be divided into two pools (with any odd lots being allocated to pool A), pool A and pool B.
The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to applicants
who have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5
million (excluding the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC
transaction levy payable) or less. The Hong Kong Offer Shares in pool B will be allocated on
an equitable basis to applicants who have applied for Hong Kong Offer Shares with an
aggregate subscription price of more than HK$5 million (excluding the brokerage, SFC
transaction levy, Stock Exchange trading fee and AFRC transaction levy payable) and up to the
total value in pool B. Investors should be aware that applications in pool A and applications
in pool B may receive different allocation ratios. If any Hong Kong Offer Shares in one (but
not both) of the pools are undersubscribed, such unsubscribed Hong Kong Offer Shares will be
STRUCTURE OF THE GLOBAL OFFERING
– 535 –


--- page 546 ---
transferred to the other pool to satisfy demand in that other pool and be allocated accordingly.
For the purpose of this paragraph only, the “price” for the Offer Shares means the price payable
on application therefore (without regard to the Public Offer Price as finally determined).
Applicants can only receive an allocation of Hong Kong Offer Shares from either pool A or
pool B but not from both pools. Multiple or suspected multiple applications and any application
for more than 2,206,200 Hong Kong Offer Shares, being approximately 50% of the 4,412,500
Hong Kong Offer Shares initially available under the Hong Kong Public Offering are liable to
be rejected.
Reallocation and Clawback
The allocation of the Offers Shares between the Hong Kong Public Offering and the
International Offering is subject to reallocation. Paragraph 4.2 of Practice Note 18 and 18C.09
of the Listing Rules requires a clawback mechanism to put in place which would have the effect
of increasing the number of Offer Shares under the Hong Kong Public Offering to a certain
percentage of the total number of Offer Shares offered under the Global Offering if certain
prescribed total demand levels are reached (“ Mandatory Reallocation ”):
(a) 4,412,500 Offer Shares available in the Hong Kong Public Offering, representing
5.0% of the Offer Shares initially available under the Global Offering;
in the event that the International Offer Shares are fully subscribed or oversubscribed
(b) if the number of Offer Shares validly applied for under the Hong Kong Public
Offering represents 10 times or more but less than 50 times the number of Offer
Shares initially available for subscription under the Hong Kong Public Offering,
then the Offer Shares will be reallocated to the Hong Kong Public Offering from the
International Offering such that the total number of Offer Shares available under the
Hong Kong Public Offering will be 8,825,000 Offer Shares, representing 10.0% of
the Offer Shares initially available under the Global Offering; and
(c) if the number of Offer Shares validly applied for under the Hong Kong Public
Offering represents 50 times or more of Offer Shares initially available for
subscription under the Hong Kong Public Offering, then the Offer Shares will be
reallocated to the Hong Kong Public Offering from the International Offering such
that the total number of Offer Shares available under the Hong Kong Public Offering
will be 17,650,000 Offer Shares, representing 20.0% of the Offer Shares initially
available under the Global Offering.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between pool A and pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Overall
Coordinators deem appropriate. In addition, the Overall Coordinators may reallocate the Offer
Shares from the International Offering to the Hong Kong Public Offering to satisfy valid
applications under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
– 536 –


--- page 547 ---
In addition to any Mandatory Reallocation which may be required, the Overall
Coordinators (for themselves and on behalf of the Underwriters) and the Joint Sponsors may,
at their discretion, reallocate Offer Shares initially allocated for the International Offering to
the Hong Kong Public Offering to satisfy valid applications in pool A and pool B under the
Hong Kong Public Offering. In the event that (i) the International Offer Shares are
undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times; or (ii) the International Offer Shares are fully subscribed
or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed as
to less than 10 times of the number of Hong Kong Offer Shares initially available under the
Hong Kong Public Offering, up to 4,412,500 Offer Shares may be reallocated to the
Hong Kong Public Offering from the International Offering, so that the total number of the
Offer Shares available under the Hong Kong Public Offering will be increased to 8,825,000
Offer Shares, representing 10.0% of the number of the Offer Shares initially available under
the Global Offering before any exercise of the Over-allotment Option, in accordance with
Chapter 4.14 of the Guide.
The Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares
to be offered in the International Offering may, in certain circumstances, be reallocated
between these offerings at the discretion of the Overall Coordinators.
If the Hong Kong Public Offering is not fully subscribed for, the Overall Coordinators
have the authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the
International Offering, in such proportions as the Overall Coordinators deem appropriate.
Where the International Offer Shares are not fully subscribed, if the Hong Kong Offer
Shares are also not fully subscribed, the Global Offering will not proceed unless the
Underwriters would subscribe or procure subscribers for their respective applicable
proportions of the Offer Shares being offered which are not taken up under the Global Offering
on the terms and conditions of this Prospectus and the Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s) for
whose benefit he is making the application have not applied for or taken up, or indicated an
interest for, and will not apply for or take up, or indicate an interest for, any Offer Shares under
the International Offering. Such applicant’s application in the International Offering is liable
to be rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the
case may be) or it has been or will be placed or allocated International Offer Shares under the
International Offering.
The listing of the Class A Ordinary Shares on the Stock Exchange is sponsored by the
Joint Sponsors. Applicants under the Hong Kong Public Offering may be required to pay, on
application (subject to application channels), the maximum Public Offer Price of HK$35.0 per
Offer Share in addition to the brokerage, SFC transaction levy, Stock Exchange trading fee and
STRUCTURE OF THE GLOBAL OFFERING
– 537 –


--- page 548 ---
AFRC transaction levy payable on each Offer Share. If the Public Offer Price, as finally
determined in the manner described in the paragraph headed “— Pricing of the Global
Offering” below, is less than the Maximum Public Offer Price of HK$35.0 per Offer Share,
appropriate refund payments (including the brokerage, SFC transaction levy, Stock Exchange
trading fee and AFRC transaction levy attributable to the surplus application monies) will be
made to successful applicants (subject to application channels), without interest. Further
details are set out below in the section headed “How to Apply for Hong Kong Offer Shares.”
References in this Prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
THE INTERNATIONAL OFFERING
Number of Offer Shares Initially Offered
Subject to reallocation as described above, the International Offering will consist of an
offering of initially 83,837,500 Offer Shares, representing 95.0% of the total number of Offer
Shares initially available under the Global Offering and approximately 8.17% of the total
Shares in issue immediately after the completion of the Global Offering, assuming the
Over-allotment Option is not exercised and no further Class A Ordinary Shares are allotted and
issued under the 2018 Share Plan.
Allocation
The International Offering includes the U.S. offering of the Offer Shares in the United
States as well as the non-U.S. offering to institutional and professional investors and other
investors in jurisdictions outside the United States. Professional investors generally include
brokers, dealers, companies (including fund managers) whose ordinary business involves
dealing in shares and other securities and corporate entities that regularly invest in shares and
other securities. Allocation of Offer Shares pursuant to the International Offering will be
effected in accordance with the “book-building” process described in the paragraph headed “—
Pricing of the Global Offering” below and based on a number of factors, including the level
and timing of demand, the total size of the relevant investor’s invested assets or equity assets
in the relevant sector and whether or not it is expected that the relevant investor is likely to buy
further Offer Shares, and/or hold or sell its Offer Shares, after the Listing. Such allocation is
intended to result in a distribution of the Offer Shares on a basis which would lead to the
establishment of a solid professional and institutional shareholder base to the benefit of the
Company and the Shareholders as a whole. In addition, pursuant to Rule 18C.08 of the Listing
Rules, at least 50% of the total number of shares offered in the Global Offering (excluding any
shares to be issued pursuant to the exercise of the Over-allotment Option) will be taken up by
independent price setting investors, as defined under the Listing Rules, in the International
Offering.
STRUCTURE OF THE GLOBAL OFFERING
– 538 –


--- page 549 ---
The Overall Coordinators (on behalf of the Underwriters) may require any investor who
has been offered the Offer Shares under the International Offering, and who has made an
application under the Hong Kong Public Offering to provide sufficient information to the
Overall Coordinators so as to allow them to identify the relevant application under the Hong
Kong Public Offering and to ensure that it is excluded from any application of Offer Shares
under the International Offering.
Reallocation and Clawback
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of, amongst others, the clawback arrangement described in the
paragraph headed “— The Hong Kong Public Offering — Reallocation and Clawback” above,
the exercise of the Over-allotment Option in whole or in part and/or any reallocation of
unsubscribed Offer Shares originally included in the Hong Kong Public Offering.
Over-allotment Option
In connection with the Global Offering, the Company is expected to grant an Over-
allotment Option to the International Underwriters exercisable by the Overall Coordinators on
behalf of the International Underwriters.
Pursuant to the Over-allotment Option, the International Underwriters have the right,
exercisable by the Overall Coordinators (on behalf of the International Underwriters) at any
time from the Listing Date until 30 days after the last date for the lodging of applications under
the Hong Kong Public Offering, to require the Company to issue and allot up to an aggregate
of 13,237,500 additional Offer Shares, representing 15.0% of the Offer Shares at the same price
per Offer Share under the International Offering to cover over-allocations in the International
Offering, if any. If the Over-allotment Option is exercised in full, the additional Offer Shares
will represent approximately 1.27% of the total Shares in issue immediately following the
completion of the Global Offering and the exercise of the Over-allotment Option (assuming no
further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan). In the event
that the Over-allotment Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities
in the secondary market, during a specified period of time, to retard and, if possible, prevent,
a decline in the market price of the securities below the offer price. Such transactions may be
effected in all jurisdictions where it is permissible to do so, in each case in compliance with
all applicable laws and regulatory requirements, including those of Hong Kong. In Hong Kong,
the price at which stabilization is effected is not permitted to exceed the offer price.
STRUCTURE OF THE GLOBAL OFFERING
– 539 –


--- page 550 ---
In connection with the Global Offering, the Stabilizing Manager through its affiliates or
any person acting for it, on behalf of the Underwriters, may over-allocate or effect short sales
or any other stabilizing transactions with a view to stabilizing or maintaining the market price
of the Class A Ordinary Shares for a limited period after the Listing Date at a level higher than
that which might otherwise prevail in the open market. Short sales involve the sale by the
Stabilizing Manager through its affiliates of a greater number of Shares than the Underwriters
are required to purchase in the Global Offering. “Covered” short sales are sales made in an
amount not greater than the Over-allotment Option. The Stabilizing Manager through its
affiliates may close out the covered short position by either exercising the Over-allotment
Option to purchase additional Class A Ordinary Shares or purchasing Class A Ordinary Shares
in the open market. In determining the source of the Class A Ordinary Shares to close out the
covered short position, the Stabilizing Manager through its affiliates will consider, among
others, the price of Class A Ordinary Shares in the open market as compared to the price at
which they may purchase additional Class A Ordinary Shares pursuant to the Over-allotment
Option. Stabilizing transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the Class A Ordinary Shares while the
Global Offering is in progress. Any market purchases of the Class A Ordinary Shares may be
effected on any stock exchange, including the Stock Exchange, any over-the-counter market or
otherwise, provided that they are made in compliance with all applicable laws and regulatory
requirements. However, there is no obligation on the Stabilizing Manager through its affiliates
or any person acting for it to conduct any such stabilizing action, which if taken, (a) will be
conducted at the absolute discretion of the Stabilizing Manager through its affiliates or any
person acting for it, (b) may be discontinued at any time, and (c) is required to be brought to
an end within 30 days after the last day for the lodging of applications under the Hong Kong
Public Offering. The number of the Class A Ordinary Shares that may be over-allocated will
not exceed the number of the Class A Ordinary Shares that may be sold and transferred
pursuant to the exercise of the Over-allotment Option, namely, 13,237,500 Offer Shares, which
is 15.0% of the number of Offer Shares initially available under the Global Offering, in the
event that the whole or part of the Over-allotment Option is exercised.
In Hong Kong, stabilizing activities must be carried out in accordance with the Securities
and Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities
and Futures (Price Stabilizing) Rules include:
(a) over-allocating for the purpose of preventing or minimizing any reduction in the
market price of the Class A Ordinary Shares;
(b) selling or agreeing to sell the Class A Ordinary Shares so as to establish a short
position in them for the purpose of preventing or minimizing any deduction in the
market price of the Class A Ordinary Shares;
(c) subscribing, or agreeing to subscribe, for the Class A Ordinary Shares to be sold and
transferred pursuant to the exercise of the Over-allotment Option in order to close
out any position established under (a) or (b) above;
STRUCTURE OF THE GLOBAL OFFERING
– 540 –


--- page 551 ---
(d) purchasing, or agreeing to purchase, any of the Class A Ordinary Shares for the sole
purpose of preventing or minimizing any reduction in the market price of the Class
A Ordinary Shares;
(e) selling or agreeing to sell any Class A Ordinary Shares to liquidate any position
established as a result of those purchases; and
(f) offering or attempting to do anything described in (b), (c), (d) and (e) above.
Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting
for it, will be entered into in accordance with the laws, rules and regulations in place in Hong
Kong on stabilization.
Prospective applications for investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of the
Class A Ordinary Shares, the Stabilizing Manager through its affiliates, or any
person acting for it, may maintain a long position in the Class A Ordinary Shares;
(b) the size of the long position, and the period for which the Stabilizing Manager
through its affiliates, or any person acting for it, will maintain the long position is
at the discretion of the Stabilizing Manager through its affiliates and is uncertain;
(c) liquidation of any such long position by the Stabilizing Manager through its
affiliates and selling in the open market may lead to a decline in the market price
of the Class A Ordinary Shares;
(d) no stabilizing action can be taken to support the price of the Class A Ordinary Shares
for longer than the stabilizing period, which begins on the Listing Date, and is
expected to expire on Wednesday, December 3, 2025, being the 30th day after the
last day for the lodging of applications under the Hong Kong Public Offering. After
this date, when no further stabilizing action may be taken, demand for the Class A
Ordinary Shares, and their market price, could fall after the end of the stabilizing
period. These activities by the Stabilizing Manager through its affiliates may
stabilize, maintain or otherwise affect the market price of the Class A Ordinary
Shares. As a result, the price of the Class A Ordinary Shares may be higher than the
price that otherwise may exist in the open market;
(e) any stabilizing action taken by the Stabilizing Manager through its affiliates, or any
person acting for it, may not necessarily result in the market price of the Class A
Ordinary Shares staying at or above the Public Offer Price either during or after the
stabilizing period; and
STRUCTURE OF THE GLOBAL OFFERING
– 541 –


--- page 552 ---
(f) stabilizing bids or transactions effected in the course of the stabilizing action may
be made at a price at or below the Public Offer Price and therefore at or below the
price paid by applicants for, or investors in, the Offer Shares.
An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules
will be made within seven days of the expiration of the stabilizing period.
STOCK BORROWING ARRANGEMENT
In order to facilitate the settlement of over-allocations in connection with the Global
Offering, the Stabilizing Manager, its affiliates or any person acting for it, may choose to
borrow up to 13,237,500 Class A Ordinary Shares, representing 15.0% of the Offer Shares,
from Humber Partners Limited and/or Y anli Holdings Limited to cover over-allocations (being
the maximum number of additional Class A Ordinary Shares which may be allotted and issued
upon exercise of the Over-allotment Option).
If such Stock Borrowing Arrangement is entered into, the borrowing of Class A Ordinary
Shares will only be effected by the Stabilizing Manager or any person acting for it for
settlement of over-allocations in the International Offering and such arrangement is not subject
to the restrictions of Rules 10.07(1)(a) and 18C.13 of the Listing Rules, provided that the
requirements set out in Rule 10.07(3) of the Listing Rules are complied with, being that (a) the
Stock Borrowing Agreement will be for the sole purpose of covering any short position prior
to the exercise of the Over-allotment Option in connection with the International Offering; (b)
the maximum number of Class A Ordinary Shares to be borrowed from Humber Partners
Limited and/or Y anli Holdings Limited pursuant to the Stock Borrowing Agreement is the
maximum number of Class A Ordinary Shares that may be issued upon full exercise of the
Over-allotment Option; (c) the same number of Class A Ordinary Shares so borrowed must be
returned to Humber Partners Limited, Y anli Holdings Limited or their/its nominees, as the case
may be, on or before the third business day following the earlier of (i) the last day for
exercising the Over-allotment Option, and (ii) the day on which the Over-allotment Option is
exercised in full or such earlier time as may be agreed in writing between the parties; (d) the
stock borrowing arrangement will be effected in compliance with all applicable laws, rules and
regulatory requirements; and (e) no payments will be made to Humber Partners Limited and/or
Y anli Holdings Limited by the Stabilizing Manager in relation to the stock borrowing
arrangement.
PRICING OF THE GLOBAL OFFERING
Pricing for the Offer Shares for the purpose of the various offerings under the Global
Offering will be determined on the Price Determination Date, which is expected to be on or
before Tuesday, November 4, 2025 and in any event on or before 12:00 noon on Tuesday,
November 4, 2025, by agreement among the Overall Coordinators (for themselves and on
behalf of the Underwriters) and the Company and the number of Offer Shares to be allocated
under various offerings will be determined shortly thereafter.
STRUCTURE OF THE GLOBAL OFFERING
– 542 –


--- page 553 ---
The Public Offer Price will be determined by reference to, among other factors, the
closing price of the ADSs on the Nasdaq on the last trading day on or before the Price
Determination Date, and the Public Offer Price will not be more than HK$35.0 per Hong Kong
Offer Share. The historical prices of our ADSs and trading volume on the Nasdaq are set out
below.
Period (1) High Low ADTV
(US$) (US$) (ADSs) (2)
From October 25, 2024 (3) to
December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822.69 13.59 217,653
Fiscal year of 2025 (up to the Latest
Practicable Date) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840.4 6.49 7,602,109
Notes:
(1) The Company has not declared or paid any dividends on the Company’s ADSs or Shares since the
Company’s inception and up to the Latest Practicable Date, including the periods presented.
(2) Average daily trading volume (“ ADTV ”) represents daily average number of the Company’s ADSs
traded over the relevant period.
(3) The date when the Company’s ADSs were first listed on the Nasdaq.
Applicants under the Hong Kong Public Offering must pay, on application, the maximum
Public Offer Price of HK$35.0 per Offer Share plus brokerage of 1.0%, SFC transaction levy
of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%,
amounting to a total of HK$3,535.30 for one board lot of 100 Offer Shares.
The International Offer Price may be set at a level higher than the maximum Public Offer
Price if (a) the Hong Kong dollar equivalent of the closing trading price of the ADSs on the
Nasdaq on the last trading day on or before the Price Determination Date (on a per-Share
converted basis) were to exceed the maximum Public Offer Price as stated in this prospectus
and/or (b) we believe that it is in the best interest of the Company as a listed company to set
the International Offer Price at a level higher than the maximum Public Offer Price based on
the level of interest expressed by professional and institutional investors during the
bookbuilding process.
If the International Offer Price is set at or lower than the maximum Public Offer Price,
the Public Offer Price must be set at such price which is equal to the International Offer Price.
In no circumstances will the Public Offer Price be set above the maximum Public Offer Price
as stated in this prospectus or the International Offer Price.
STRUCTURE OF THE GLOBAL OFFERING
– 543 –


--- page 554 ---
The International Underwriters will be soliciting from prospective investors’ indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building,” is expected to continue up to, and to
cease on or around, the last day for lodging applications under the Hong Kong Public Offering.
The Overall Coordinators, on behalf of the Underwriters, may, where they deem
appropriate, based on the level of interest expressed by prospective investors during the
book-building process in respect of the International Offering, and with the consent of the
Company, reduce the number of Offer Shares offered below as stated in this Prospectus at any
time on or prior to the morning of the last day for lodging applications under the Hong Kong
Public Offering. In such a case, the Company will, as soon as practicable following the
decision to make such reduction, and in any event not later than the morning of the last day
for lodging applications under the Hong Kong Public Offering, cause to be published on the
websites of the Company and the Stock Exchange at https://www.weride.ai and
www.hkexnews.hk , respectively, notice of the reduction. The Company will also, as soon as
practicable following the decision to make such change, issue a supplemental Prospectus
updating investors of the change in the number of Offer Shares being offered under the Global
Offering. The Global Offering must first be canceled and subsequently relaunched on FINI
pursuant to the supplemental prospectus. Upon the issue of such a notice, the revised number
of Offer Shares will be final.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
may not be made until the last day for lodging applications under the Hong Kong Public
Offering. Such notice will also include confirmation or revision, as appropriate, of the working
capital statement and the Global Offering statistics as currently set out in this prospectus, and
any other financial information which may change as a result of any such reduction. In the
absence of any such notice so published, the number of Offer Shares will not be reduced.
The final pricing of Offer Shares under the Global Offering, the level of indications of
interest in the International Offering, the level of applications in the Hong Kong Public
Offering, the basis of allocations of the Hong Kong Offer Shares and the results of allocation
in the Hong Kong Public Offering are expected to be announced on Wednesday, November 5,
2025 through a variety of channels in the manner described in the section headed “How to
apply for Hong Kong Offer Shares — B. Publication of Results.”
STRUCTURE OF THE GLOBAL OFFERING
– 544 –


--- page 555 ---
HONG KONG UNDERWRITING AGREEMENT
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms of the Hong Kong Underwriting Agreement and is conditional upon the
International Underwriting Agreement being signed and becoming unconditional.
Our Company expects to enter into the International Underwriting Agreement relating to
the International Offering on or around the Price Determination Date.
These underwriting arrangements, and the respective Underwriting Agreements, are
summarized in the section headed “Underwriting.”
CLASS A ORDINARY SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made enabling the Class A Ordinary Shares to be
admitted into CCASS. If the Stock Exchange grants the listing of, and permission to deal in,
the Class A Ordinary Shares and our Company complies with the stock admission requirements
of HKSCC, the Class A Ordinary Shares will be accepted as eligible securities by HKSCC for
deposit, clearance and settlement in CCASS with effect from the date of commencement of
dealings in the Class A Ordinary Shares on the Stock Exchange or any other date HKSCC
chooses. Settlement of transactions between participants of the Stock Exchange is required to
take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on
(i) the Stock Exchange granting approval for the listing of, and permission to deal in,
the Class A Ordinary Shares in issue and to be issued pursuant to the Global Offering
and such approval not having been withdrawn;
(ii) the pricing of the Offer Shares having been duly agreed among the Company and the
Overall Coordinators (for themselves and on behalf of the Underwriters) on the
Price Determination Date;
(iii) the execution and delivery of the International Underwriting Agreement on or
around the Price Determination Date; and
(iv) the obligations of the Underwriters under each of the respective Underwriting
Agreements becoming and remaining unconditional and not having been terminated
in accordance with the terms of the respective agreements.
STRUCTURE OF THE GLOBAL OFFERING
– 545 –


--- page 556 ---
In each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and, in any event, not later than the date which is 30 days after the date of
this Prospectus.
If, for any reason, the pricing of the Offer Shares is not agreed among the Company and
the Overall Coordinators (for themselves and on behalf of the Underwriters) on or before 12:00
noon on Tuesday, November 4, 2025, the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among other things, the other offering becoming unconditional
and not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published by the Company on the website
of the Stock Exchange ( www.hkexnews.hk ) and the website of the Company
(https://www.weride.ai ) on the next day following such lapse. In such event, all application
monies will be returned, without interest, on the terms set out in the section headed “How to
apply for Hong Kong Offer Shares.” In the meantime, all application monies will be held in (a)
separate bank account(s) with the receiving banker or other licensed bank(s) in Hong Kong
licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as amended).
Share certificates for the Offer Shares are expected to be issued on Wednesday, November
5, 2025 but will only become valid evidence of title at 8:00 a.m. on Thursday, November 6,
2025 provided that (i) the Global Offering has become unconditional in all respects and (ii) the
right of termination as described in the section headed “Underwriting — Underwriting
Arrangements — The Hong Kong Public Offering — Hong Kong Underwriting Agreement —
Grounds for Termination” has not been exercised at or before that time.
DEALING IN THE CLASS A ORDINARY SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Thursday, November 6, 2025, it is expected that dealings in the Class
A Ordinary Shares on the Stock Exchange will commence at 9:00 a.m. on Thursday, November
6, 2025. The Class A Ordinary Shares will be traded in board lots of 100 Class A Ordinary
Shares each and the stock code of the Class A Ordinary Shares will be 0800.
STRUCTURE OF THE GLOBAL OFFERING
– 546 –


--- page 557 ---
IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering and below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information”
section, and our website at https://www.weride.ai .
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the White Form eIPO service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying for:
 are an existing Shareholder or close associates; or
 are a Director or any of his/her close associates.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 547 –


--- page 558 ---
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 am on Tuesday, October 28,
2025 and end at 12:00 noon on Monday, November 3, 2025 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application
Channel Platform Target Investors Application Time
White Form
eIPO
service /H1118/H1118/H1118/H1118
www.eipo.com.hk
Applicants who would
like to receive a
physical Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 am on
Tuesday, October 28,
2025 to 11:30 a.m.
on Monday,
November 3, 2025,
Hong Kong time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Monday,
November 3, 2025,
Hong Kong time.
HKSCC
EIPO
channel /H1118/H1118/H1118
Y our broker or
custodian who is a
HKSCC Participant
will submit
electronic
application
instruction(s) on
your behalf through
HKSCC’s FINI
system in
accordance with
your instruction
Applicants who would
not like to receive a
physical Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian .
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the
last day of the application period to apply for Hong Kong Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 548 –


--- page 559 ---
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instructions given by you or for your benefit through the White
Form eIPO service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the electronic
application instructions are given, you shall be deemed to have declared that only one set of
electronic application instructions has been given for your benefit. If you are an agent for
another person, you shall be deemed to have declared that you have only given one set of
electronic application instructions for the benefit of the person for whom you are an agent
and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO Service Provider to apply on the terms and conditions in this
prospectus, as supplemented and amended by the terms and conditions of the White Form
eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on
your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of
you jointly and severally) are deemed to have instructed and authorized HKSCC to cause
HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong
Kong Offer Shares on your behalf and to do on your behalf all the things stated in this
prospectus and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed
to have been made for any application instructions given by you or for your benefit to HKSCC
(in which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time
of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 549 –


--- page 560 ---
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
 Full name(s)
2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card.
2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has
a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 550 –


--- page 561 ---
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider
whether to accept it on any conditions we think fit, including evidence of the attorney’s
authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 Class A Ordinary Shares
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on application/
successful allotment /H1118/H1118/H1118/H1118/H1118
: Hong Kong Offer Shares are available for
application in specified board lot sizes only. Please
refer to the amount payable associated with each
specified board lot size in the table below.
The maximum Public Offer Price is HK$35.0 per
Class A Ordinary Share.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 551 –


--- page 562 ---
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require
you to pre-fund your application in such amount as
determined by the broker or custodian , based on
the applicable laws and regulations in Hong Kong.
Y ou are responsible for complying with any such
pre-funding requirement imposed by your broker
or custodian with respect to the Hong Kong Offer
Shares you applied for. By instructing your broker
or custodian to apply for the Hong Kong Offer
Shares on your behalf through the HKSCC EIPO
channel, you (and, if you are joint applicants, each
of you jointly and severally) are deemed to have
instructed and authorized HKSCC to cause
HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment
of the final Public Offer Price, brokerage, SFC
transaction levy, the Stock Exchange trading fee
and the AFRC transaction levy by debiting the
relevant nominee bank account at the Designated
Bank for your broker or custodian .
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of Class A
Ordinary Shares you have selected. Y ou must pay
the respective maximum amount payable on
application in full upon application for Hong Kong
Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 3,535.30 1,500 53,029.47 8,000 282,823.80 90,000 3,181,767.76
200 7,070.60 2,000 70,705.96 9,000 318,176.78 100,000 3,535,297.50
300 10,605.89 2,500 88,382.43 10,000 353,529.76 200,000 7,070,595.00
400 14,141.19 3,000 106,058.93 20,000 707,059.50 300,000 10,605,892.50
500 17,676.49 3,500 123,735.41 30,000 1,060,589.26 400,000 14,141,190.00
600 21,211.79 4,000 141,411.90 40,000 1,414,119.00 500,000 17,676,487.50
700 24,747.08 4,500 159,088.39 50,000 1,767,648.76 1,000,000 35,352,975.00
800 28,282.38 5,000 176,764.88 60,000 2,121,178.50 1,500,000 53,029,462.50
900 31,817.68 6,000 212,117.86 70,000 2,474,708.26 2,000,000 70,705,950.00
1,000 35,352.98 7,000 247,470.83 80,000 2,828,238.00 2,206,200
(1) 77,995,733.45
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 552 –


--- page 563 ---
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock
Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange
on behalf of the AFRC).
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under the paragraph headed “— A. Application for Hong Kong
Offer Shares — 3. Information Required to Apply” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you
have made an application through the White Form eIPO service or HKSCC EIPO channel,
you or the person(s) for whose benefit you have made the application shall not apply for any
International Offer Shares.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorise us and/or the
Overall Coordinators, as our agents, to execute any documents for you and to do on
your behalf all things necessary to register any Hong Kong Offer Shares allocated
to you in your name or in the name of HKSCC Nominees as required by the Articles
of Association, and (if you are applying through the HKSCC EIPO channel) to
deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of
your designated HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the White Form
eIPO service (or as the case may be, the agreement you entered into with your
broker or custodian ), and agree to be bound by them;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 553 –


--- page 564 ---
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker
or custodian and HKSCC and observe the General Rules of HKSCC and the
HKSCC Operational Procedures for giving application instructions to apply for
Hong Kong Offer Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out
in this prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
(vi) agree that the Relevant Persons
1, the Hong Kong Share Registrar and HKSCC will
not be liable for any information and representations not in this prospectus and any
supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the Hong Kong Share
Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other
statutory regulatory or governmental bodies or otherwise as required by laws, rules
or regulations, for the purposes under the paragraph headed “— G. Personal Data —
3. Purposes and 4. Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
1 Relevant Persons would include the Joint Sponsors, the Overall Coordinators, the Sponsor-OC, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their or the
Company’s respective directors, officers, employees, partners, agents, advisers and any other parties involved
in the Global Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 554 –


--- page 565 ---
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or HKSCC
Nominees on your behalf cannot be revoked once it is accepted, which will be
evidenced by the notification of the result of the ballot by the Hong Kong Share
Registrar by way of publication of the results at the time and in the manner as
specified in the paragraph headed “— B. Publication of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “— C.
Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in
this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial Shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective
close associates in relation to the acquisition, disposal, voting or other disposition
of the Class A Ordinary Shares registered in your name or otherwise held by you;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 555 –


--- page 566 ---
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application
instructions to HKSCC directly or indirectly or through the application channel of
the Hong Kong Share Registrar or by any one as your agent or by any other person;
and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC and (2)
you have due authority to give electronic application instructions on behalf of that
other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 556 –


--- page 567 ---
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function.
24 hours, from 11:00 p.m.
on Wednesday,
November 5, 2025 to
12:00 midnight on
Tuesday,
November 11, 2025
(Hong Kong time)
The full list of (i) wholly or partially
successful applicants using the White Form
eIPO service and HKSCC EIPO channel,
and (ii) the number of Hong Kong Offer
Shares conditionally allotted to them,
among other things, will be displayed on
the “Allotment Results” page of the White
Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
https://www.weride.ai which will provide
links to the above mentioned websites of
the Hong Kong Share Registrar.
No later than 11:00 p.m.
on Wednesday,
November 5, 2025
(Hong Kong time).
Telephone /H1118/H1118/H1118+852 2862 8555 — the allocation results
telephone enquiry line provided by the
Hong Kong Share Registrar
between 9:00 a.m. and
6:00 p.m., on Thursday,
November 6, 2025,
Friday, November 7,
2025, Monday,
November 10, 2025 and
Tuesday, November 11,
2025 (Hong Kong time)
(except weekend and
public holiday in Hong
Kong)
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 557 –


--- page 568 ---
For those applying through HKSCC EIPO channel, you may also check with your
broker or custodian from 6:00 p.m. on Tuesday, November 4, 2025 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Tuesday, November 4, 2025 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Public Offer Price, the level of indications
of interest in the International Offering, the level of applications in the Hong Kong Public
Offering and the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s
website at www.hkexnews.hk and our website at https://www.weride.ai by no later than
11:00 p.m. on Tuesday, November 4, 2025 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the Hong Kong Share Registrar and their respective agents
and nominees have full discretion to reject or accept any application, or to accept only part of
any application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the Class A Ordinary Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 558 –


--- page 569 ---
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to
the paragraph headed “— A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Overall Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted the Class A Ordinary Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
Designated Bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving
Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual
Hong Kong Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its Designated Bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer
Shares applied for by you through the broker or custodian may be affected to the extent of
the settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer
Shares due to the money settlement failure by such HKSCC Participant. None of us, the
Relevant Persons, the Hong Kong Share Registrar and HKSCC is or will be liable if Hong
Kong Offer Shares are not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the Share certificates will be deposited into CCASS as described
below).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 559 –


--- page 570 ---
No temporary document of title will be issued in respect of the Class A Ordinary Shares.
No receipt will be issued for sums paid on application.
Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday,
November 6, 2025 (Hong Kong time), provided that the Global Offering has become
unconditional and the right of termination described in the section headed “Underwriting” has
not been exercised. Investors who trade Class A Ordinary Shares prior to the receipt of Share
certificates or the Share certificates becoming valid do so entirely at their own risk.
The right is reserved to retain any Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of Share certificate 2
For physical share
certificates of
1,000,000 or more
Offer Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from the
Hong Kong Share Registrar,
Computershare Hong Kong
Investor Services Limited, at
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong
Kong.
Share certificate(s) will
be issued in the name
of HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Time: from 9:00 a.m. to 1:00 p.m.
on Thursday, November 6, 2025
(Hong Kong time).
No action by you is
required.
If you are an individual, you must
not authorise any other person
to collect for you. If you are a
corporate applicant, your
authorised representative must
bear a letter of authorization
from your corporation stamped
with your corporation’s chop.
2 Except in the event of any Severe Weather Signals (as defined below) in force in Hong Kong in the morning
on the business day before the Listing Date rendering it impossible for the relevant share certificates to be
dispatched to HKSCC in a timely manner, the Company shall procure the Hong Kong Share Registrar to
arrange for delivery of the supporting documents and share certificates in accordance with the contingency
arrangements as agreed between them. Y ou may refer to “— E. Severe Weather Arrangements” in this section.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 560 –


--- page 571 ---
White Form eIPO service HKSCC EIPO channel
Both individuals and authorised
representatives must produce, at
the time of collection, evidence
of identity acceptable to the
Hong Kong Share Registrar.
Note: If you do not collect your
Share certificate(s) personally
within the time above, it/they
will be sent to the address
specified in your application
instructions by ordinary post at
your own risk
For physical share
certificates of less
than 1,000,000
Offer Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk
Time: Wednesday, November 5,
2025
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Thursday, November 6, 2025 Subject to the
arrangement between
you and your broker
or custodian
Responsible party /H1118/H1118/H1118Hong Kong Share Registrar Y our broker or
custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118
White Form e-Refund payment
instructions to your designated
bank account
Y our broker or
custodian will arrange
refund to your
designated bank
account subject to the
arrangement between
you and it
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund check(s) will be
despatched to the address as
specified in your application
instructions by ordinary post at
your own risk
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 561 –


--- page 572 ---
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application List
The application lists will not open or close on Monday, November 3, 2025 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions, (collectively, “ Severe Weather Signals ”).
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, November
3, 2025.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next business day which does not have Severe Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the
dates mentioned in the section headed “Expected Timetable” in this prospectus, an
announcement will be made and published on the Stock Exchange’s website at
www.hkexnews.hk and our website at https://www.weride.ai of the revised timetable.
If a Severe Weather Signal is hoisted on Wednesday, November 5, 2025, the Hong Kong
Share Registrar will make appropriate arrangements for the delivery of the share certificates to
the CCASS Depository’s service counter so that they would be available for trading on
Thursday, November 6, 2025.
If a Severe Weather Signal is hoisted on Wednesday, November 5, 2025:
 for physical share certificates of less than 1,000,000 Offer Shares issued under your
own name, despatch will be made by ordinary post when the post office re-opens
after the Severe Weather Signal is lowered or cancelled (e.g. in the afternoon of
Wednesday, November 5, 2025 or on Thursday, November 6, 2025).
If a Severe Weather Signal is hoisted on Thursday, November 6, 2025:
 for physical share certificates of 1,000,000 or more Offer Shares issued under your
own name, you may collect the physical Share certificates from the Hong Kong
Share Registrar’s office after the Severe Weather Signal is lowered or cancelled (e.g.
in the afternoon of Thursday, November 6, 2025 or on Friday, November 7, 2025).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 562 –


--- page 573 ---
Prospective investors should be aware that if they choose to receive physical share
certificates issued in their own name, there may be a delay in receiving the share
certificates.
F. ADMISSION OF THE CLASS A ORDINARY SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the Class A Ordinary Shares
or any other date HKSCC chooses. Settlement of transactions between Exchange Participants
is required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Class A Ordinary Shares to be
admitted into CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the Hong Kong Share Registrar, the receiving bank and the
Relevant Persons about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal data may include client identifier(s) and your
identification information. By giving application instructions to HKSCC, you acknowledge
that you have read, understood and agree to all of the terms of the Personal Information
Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the Hong Kong
Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter
486 of the Laws of Hong Kong).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 563 –


--- page 574 ---
2. Reasons for the Collection of your Personal Data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the Hong Kong Share Registrar
is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong
Kong Offer Shares into or out of their names or in procuring the services of the Hong Kong
Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the Hong Kong Share Registrar to effect transfers or otherwise render their
services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares
which you have successfully applied for and/or the despatch of Share certificate(s) to which
you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the Hong Kong Share Registrar immediately of any inaccuracies in the personal
data supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
a. processing your application and refund check and White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of
allocation of Hong Kong Offer Shares;
b. compliance with applicable laws and regulations in Hong Kong and elsewhere;
c. registering new issues or transfers into or out of the names of the holders of the
Class A Ordinary Shares including, where applicable, HKSCC Nominees;
d. maintaining or updating the register of members of the Company;
e. verifying identities of applicants for and holders of the Class A Ordinary Shares and
identifying any duplicate applications for the Class A Ordinary Shares;
f. facilitating Hong Kong Offer Shares balloting;
g. establishing benefit entitlements of holders of the Class A Ordinary Shares, such as
dividends, rights issues, bonus issues, etc.;
h. distributing communications from the Company and its subsidiaries;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 564 –


--- page 575 ---
i. compiling statistical information and profiles of the holder of the Class A Ordinary
Shares;
j. disclosing relevant information to facilitate claims on entitlements; and
k. any other incidental or associated purposes relating to the above and/or to enable the
Company and the Hong Kong Share Registrar to discharge their obligations to
applicants and holders of the Class A Ordinary Shares and/or regulators and/or any
other purposes to which applicants and holders of the Class A Ordinary Shares may
from time to time agree.
4. Transfer of Personal Data
Personal data held by the Company and the Hong Kong Share Registrar relating to the
applicants for and holders of Hong Kong Offer Shares will be kept confidential but the
Company and the Hong Kong Share Registrar may, to the extent necessary for achieving any
of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the
personal data to, from or with any of the following:
a. the Company’s appointed agents such as financial advisers, receiving bank and
overseas principal share registrar;
b. HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the Hong Kong Share Registrar for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the
Hong Kong Offer Shares request a deposit into CCASS);
c. any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the
Hong Kong Share Registrar in connection with their respective business operation;
d. the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
e. any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 565 –


--- page 576 ---
5. Retention of Personal Data
The Company and the Hong Kong Share Registrar will keep the personal data of the
applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfil the
purposes for which the personal data were collected. Personal data which is no longer required
will be destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance
(Chapter 486 of the Laws of Hong Kong).
6. Access to and Correction of Personal Data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
the Company or the Hong Kong Share Registrar hold their personal data, to obtain a copy of
that data, and to correct any data that is inaccurate. The Company and the Hong Kong Share
Registrar have the right to charge a reasonable fee for the processing of such requests. All
requests for access to data or correction of data should be addressed to the Company and the
Hong Kong Share Registrar, at their registered address disclosed in the section headed
“Corporate Information” in this prospectus or as notified from time to time, for the attention
of the company secretary, or the Hong Kong Share Registrar for the attention of the privacy
compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 566 –


--- page 577 ---
The following is the text of a report set out on pages I-1 to I-92, received from the
Company’ s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the
purpose of incorporation in this prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF WERIDE INC. AND CHINA INTERNATIONAL CAPITAL
CORPORATION HONG KONG SECURITIES LIMITED AND MORGAN STANLEY
ASIA LIMITED
Introduction
We report on the historical financial information of WeRide Inc. (the “ Company ”) and its
subsidiaries (together, the “ Group ”) set out on pages I-4 to I-92, which comprises the
consolidated statements of financial position of the Group and the statements of financial
position of the Company as of December 31, 2022, 2023 and 2024 and June 30, 2025, and the
consolidated statements of profit or loss, the consolidated statements of profit or loss and other
comprehensive income, the consolidated statements of changes in equity and the consolidated
statements of cash flows for each of the years ended December 31, 2022, 2023 and 2024 and
the six months ended June 30, 2025 (the “ Track Record Period ”), and material accounting
policy information and other explanatory information (together, the “ Historical Financial
Information ”). The Historical Financial Information set out on pages I-4 to I-92 forms an
integral part of this report, which has been prepared for inclusion in the prospectus of the
Company dated October 28, 2025 (the “ Prospectus ”) in connection with the initial listing of
shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited.
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation
and presentation set out in Note 1 to the Historical Financial Information, and for such internal
control as the directors of the Company determine is necessary to enable the preparation of the
Historical Financial Information that is free from material misstatement, whether due to fraud
or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical
Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified
Public Accountants (the “ HKICPA ”). This standard requires that we comply with ethical
standards and plan and perform our work to obtain reasonable assurance about whether the
Historical Financial Information is free from material misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 578 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgment, including the assessment of risks of material misstatement of
the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation and presentation set out in Note 1 to the Historical Financial
Information in order to design procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our
work also included evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purpose of the
accountants’ report, a true and fair view of the Group’s and the Company’s financial position
as of December 31, 2022, 2023 and 2024 and June 30, 2025, and of the Group’s financial
performance and cash flows for the Track Record Period in accordance with the basis of
preparation and presentation set out in Note 1 to the Historical Financial Information.
Review of stub period corresponding financial information
We have reviewed the stub period corresponding financial information of the Group
which comprises the consolidated statement of profit or loss, the consolidated statement of
profit or loss and other comprehensive income, the consolidated statement of changes in equity
and the consolidated statement of cash flows for the six months ended June 30, 2024 and other
explanatory information (the “Stub Period Corresponding Financial Information”). The
directors of the Company are responsible for the preparation and presentation of the Stub
Period Corresponding Financial Information in accordance with the basis of preparation and
presentation set out in Note 1 to the Historical Financial Information. Our responsibility is to
express a conclusion on the Stub Period Corresponding Financial Information based on our
review. We conducted our review in accordance with Hong Kong Standard on Review
Engagements 2410 “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity” issued by the HKICPA. A review consists of making inquiries, primarily
of persons responsible for financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an audit conducted in
accordance with Hong Kong Standards on Auditing and consequently does not enable us to
obtain assurance that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has
come to our attention that causes us to believe that the Stub Period Corresponding Financial
Information, for the purpose of the accountants’ report, is not prepared, in all material respects,
in accordance with the basis of preparation and presentation set out in Note 1 to the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 579 ---
Report on matters under the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited and the Companies (Winding Up and Miscellaneous
Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Historical
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to Note 29(e) to the Historical Financial Information which states that no
dividends have been paid by the Company in respect of the Track Record Period.
KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
October 28, 2025
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 580 ---
HISTORICAL FINANCIAL INFORMATION
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The Historical Financial Information in this report was prepared by the directors of the
Company based on previously issued consolidated financial statements of the Group as of and
for the years ended December 31, 2022, 2023 and 2024 audited by KPMG Huazhen LLP in
accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), and the unaudited financial information of the Group for the six months
ended June 30, 2025 (collectively referred as the “Historical Financial Statements”), after
making additional disclosures for the purpose of this report.
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 581 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
(Expressed in thousands of RMB, except for per share data)
For the year ended December 31,
For the six months
ended June 30,
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue
Product revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118337,717 54,190 87,710 21,045 69,281
Service revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,826 347,654 273,424 129,253 130,334
Total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 527,543 401,844 361,134 150,298 199,615
Cost of revenue
Cost of goods sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(192,523) (34,138) (71,716) (17,157) (35,461)
Cost of services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(102,475) (184,230) (178,703) (78,352) (103,095)
Total cost of revenue /H1118/H1118/H1118/H1118/H1118/H1118/H11187 (294,998) (218,368) (250,419) (95,509) (138,556)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118232,545 183,476 110,715 54,789 61,059
Other net income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 19,296 15,750 16,491 7,939 3,021
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (758,565) (1,058,395) (1,091,357) (517,210) (644,635)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H11187 (237,236) (625,369) (1,138,802) (208,293) (278,942)
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (23,574) (41,447) (53,566) (22,784) (27,780)
Impairment loss on receivables
and contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(a) (11,696) (40,217) (28,664) (13,424) (2,800)
Operating loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(779,230) (1,566,202) (2,185,183) (698,983) (890,077)
Net foreign exchange gain /H1118/H1118/H1118/H1118 20,209 7,052 27,880 4,659 5,629
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,111 132,042 176,902 89,294 74,946
Fair value changes of financial
assets at fair value through
profit or loss (“FVTPL”) /H1118/H1118/H1118/H111831(e) 7,731 42,960 (61,834) 4,503 23,154
Other finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (4,202) (3,490) (3,451) (1,356) (3,292)
Inducement charges of warrants /H111827(i) (125,213) ––––
Fair value changes of financial
liabilities measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 25,308 (4,549) – – –
Changes in the carrying
amounts of preferred shares
and other financial
instruments subject to
redemption and other
preferential rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823(a)(b) (479,210) (554,048) (465,254) (278,226) –
Loss before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,298,496) (1,946,235) (2,510,940) (880,109) (789,640)
Income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189(a) – (2,866) (5,868) (1,591) (1,877)
Loss for the year/period /H1118/H1118/H1118/H1118/H1118(1,298,496) (1,949,101) (2,516,808) (881,700) (791,517)
Loss attributable to
shareholders of the
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,298,496) (1,949,101) (2,516,808) (881,700) (791,517)
Loss per ordinary share
Basic and diluted loss per
Class A and Class B ordinary
share (in RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810(a)(ii) (11.08) (16.86) (8.54) (7.38) (0.87)
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 582 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
(Expressed in thousands of RMB)
For the year ended December 31,
For the six months
ended June 30,
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Loss for the year/period /H1118/H1118/H1118/H1118/H1118(1,298,496) (1,949,101) (2,516,808) (881,700) (791,517)-------- -------- - ------- ------- -------
Other comprehensive income
for the year/period (net of
nil tax):
Items that will not be
reclassified to profit or loss:
– Exchange differences on
translation of financial
statements of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(177,575) (73,323) 38,364 (33,782) (29,075)
Other comprehensive income
for the year/period: /H1118/H1118/H1118/H1118/H1118/H1118(177,575) (73,323) 38,364 (33,782) (29,075)--------
-------- -------- ------- -------
Total comprehensive income
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,476,071) (2,022,424) (2,478,444) (915,482) (820,592)
Total comprehensive income
attributable to shareholders
of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,476,071) (2,022,424) (2,478,444) (915,482) (820,592)
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 583 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands of RMB)
As of December 31,
As of
June 30,
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 113,878 98,574 178,179 281,968
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 64,410 51,658 73,564 72,951
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 28,603 24,594 21,664 19,544
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 44,758 44,758 44,758 44,758
Restricted cash – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 11,004 1,575 9,669 12,142
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189(b) 2,992 1,994 997 498
Financial assets at FVTPL –
non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 – – 56,919 58,151
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 46,273 21,082 20,025 20,684
311,918 244,235 405,775 510,696--------- --------- --------- ---------
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 156,005 218,220 204,705 289,929
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817(a) 92,597 82,826 28,005 35,336
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 236,390 266,933 252,607 241,372
Prepayments and other receivables /H1118/H1118/H1118/H111818 74,459 192,530 197,652 191,127
Prepayments to and amounts due from
related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833(d) 3,122 26,923 26,618 50,917
Financial assets at FVTPL – current /H1118/H1118/H111820 1,218,524 317,042 1,685,146 1,735,333
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(a) 1,057,292 2,550,279 620,148 251,733
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(a) 2,233,691 1,661,152 4,268,300 3,836,137
Restricted cash – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 1,393 10,194 4,814 3,273
Subscription receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823(a) – 43,924 – –
5,073,473 5,370,023 7,287,995 6,635,157---------
--------- --------- ---------
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,385,391 5,614,258 7,693,770 7,145,853
EQUITY
Class A ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) – – 54 62
Class B ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) ––44
Ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 88––
Series Seed-1 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 55––
Series Seed-2 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 44––
Series A Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 66––
Share premium /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,061,570 1,104,120 12,750,598 12,800,243
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(b) 1,140,635 2,110,151 2,946,715 3,086,316
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(b) (4,132,676) (6,114,544) (8,631,352) (9,422,869)
Treasury shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(c) (151,668) (151,668) – –
Total (deficit)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,082,116) (3,051,918) 7,066,019 6,463,756
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 584 ---
As of December 31,
As of
June 30,
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
LIABILITIES
Non-current liabilities
Lease liabilities – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H111822 35,864 22,309 26,059 21,198
Put option liabilities – non-current /H1118/H1118/H1118/H111824 39,812 40,449 – –
Long-term bank loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 50,040 47,534
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189(b) 6,481 5,483 4,486 3,988
Other non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 5,943 6,522 4,677 8,097
88,100 74,763 85,262 80,817--------- --------- -------- --------
Current liabilities
Short-term bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – – 30,019 102,275
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 11,505 16,962 20,713 47,117
Preferred shares and other financial
instruments subject to redemption and
other preferential rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 7,017,554 8,181,722 – –
Other payables, deposits received and
accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 217,195 271,306 397,755 330,848
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817(b) 4,200 12,498 4,476 30,574
Lease liabilities – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 32,009 31,098 36,900 34,386
Amounts due to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H111833(d) 24,832 77,827 9,450 14,656
Financial liabilities measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 72,11 2–––
Put option liabilities – current /H1118/H1118/H1118/H1118/H1118/H1118/H111824 – – 41,099 41,424
Income taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,077 –
7,379,407 8,591,413 542,489 601,280---------
--------- -------- --------
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118(2,305,934) (3,221,390) 6,745,506 6,033,877
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,467,507 8,666,176 627,751 682,097--------- --------- -------- --------
Total equity and liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,385,391 5,614,258 7,693,770 7,145,853
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 585 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
(Expressed in thousands of RMB)
As of December 31,
As of
June 30,
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Amounts due from subsidiaries,
including former variable interest
entity (“VIE”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833(d) 3,685,091 4,332,839 6,946,299 6,086,735
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 – – 56,919 40,871
3,685,091 4,332,839 7,003,218 6,127,606--------- --------- --------- ---------
Current assets
Prepayments and other receivables /H1118/H1118/H1118/H1118 271 689 76,113 62,352
Subscription receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823(a) – 43,924 – –
Cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(a) 1,326,502 770,140 602,407 310,860
1,326,773 814,753 678,520 373,212---------
--------- --------- ---------
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,011,864 5,147,592 7,681,738 6,500,818
EQUITY
Class A ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) – – 54 62
Class B ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) ––44
Ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 88––
Series Seed-1 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 55––
Series Seed-2 Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 44––
Series A Preferred Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 66––
Share premium /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,061,570 1,104,120 12,750,598 12,800,243
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(b) 1,140,635 2,110,151 2,946,715 3,086,316
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(b) (4,132,676) (6,114,544) (8,631,352) (9,422,869)
Treasury shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(c) (151,668) (151,668) – –
Total (deficit)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,082,116) (3,051,918) 7,066,019 6,463,756--------- --------- --------- ---------
LIABILITIES
Current liabilities
Other payables, deposits received and
accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,314 17,788 615,719 37,062
Preferred shares and other financial
instruments subject to redemption and
other preferential rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 7,017,554 8,181,722 – –
Financial liabilities measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 72,11 2–––
7,093,980 8,199,510 615,719 37,062---------
--------- --------- ---------
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,093,980 8,199,510 615,719 37,062--------- --------- --------- ---------
Total equity and liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,011,864 5,147,592 7,681,738 6,500,818
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 586 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of RMB)
Note
Ordinary
shares
Series Seed-1
Preferred
Shares
Series Seed-2
Preferred
Shares
Series A
Preferred
Shares
Share
premium
Share-based
compensation
reserve
Translation
reserve Other reserves
Accumulated
losses
Treasury
shares
Total equity/
(deficit)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 29(a) Note 29(a) Note 29(a) Note 29(a) Note 29(a) (Note 29(b)(i)) Note 29(b)(ii) (Note 29(b)(iii) Note 29(c)
Balance as of January 1, 2022 /H1118/H1118 7546 1,046,621 73,265 16,251 823,753 (2,834,180) (91,841) (966,109)- - - - - - - - ----- ----- ----- ----- ------ ----- ------
Changes in equity for 2022
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– –– – (1,298,496) – (1,298,496)
Foreign currency translation
adjustment, net of nil income
taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– – ( 1 7 7 , 5 7 5 ) ––– (177,575)
Total comprehensive income /H1118/H1118/H1118 ––––– – ( 1 7 7 , 5 7 5 ) – (1,298,496) – (1,476,071)- - - - - - - - ----- ----- ----- ----- ------ ----- ------
Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(i) ––––– 325,429 – – – – 325,429
Exercise of warrants to subscribe
for convertible redeemable
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 ––––– –– 7 9,512 – – 79,512
Issuance of new ordinary shares /H1118/H111829(a)(iv) 1––– 13,442 – – – – – 13,443
Repurchase of ordinary shares /H1118/H1118/H111829(c) ––––– –– –– ( 4 4 , 442) (44,442)
Repurchase of redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(c) ––––– –– –– ( 2 0 , 358) (20,358)
Sales of treasury shares /H1118/H1118/H1118/H1118/H1118/H111829(c) – – – * 1,507 – – – – 4,973 6,480
1––– 14,949 325,429 – 79,512 – (59,827) 360,064--
-- -- -- ----- ----- ----- ----- ------ ----- ------
Balance as of December 31, 2022 /H1118 8546 1,061,570 398,694 (161,324) 903,265 (4,132,676) (151,668) (2,082,116)
* Represents amounts less than RMB1,000.
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 587 ---
Note
Ordinary
shares
Series Seed-1
Preferred
Shares
Series Seed-2
Preferred
Shares
Series A
Preferred
Shares
Share
premium
Share-based
compensation
reserve
Translation
reserve Other reserves
Accumulated
losses
Treasury
shares
Total equity/
(deficit)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 29(a) Note 29(a) Note 29(a) Note 29(a) Note 29(a) (Note 29(b)(i)) Note 29(b)(ii) (Note 29(b)(iii) Note 29(c)
Balance as of January 1, 2023 /H1118/H1118 8546 1,061,570 398,694 (161,324) 903,265 (4,132,676) (151,668) (2,082,116)- - - - - - - - ----- ----- ----- ----- ------ ----- ------
Changes in equity for 2023
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– –– – (1,949,101) – (1,949,101)
Foreign currency translation
adjustment, net of nil income
taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– – (73,323) – – – (73,323)
Total comprehensive income /H1118/H1118/H1118 ––––– – (73,323) – (1,949,101) – (2,022,424)- - - - - - - - ----- ----- ----- ----- ------ ----- ------Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(i) ––––– 931,784 – – – – 931,784
Exercise of warrants to subscribe
for non-redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
27
29(a)(v) – – – * 31 – – 111,055 – – 111,086
Deemed distribution to a preferred
shareholder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 ––––– –– – ( 3 2 ,767) – (32,767)
Issuance of ordinary shares /H1118/H1118/H1118/H111829(a)(v) * – – – 42,519 – – – – – 42,519
–––– 42,550 931,784 – 111,055 (32,767) – 1,052,622--
-- -- -- ----- ----- ----- ----- ------ ----- ------
Balance as of December 31, 2023 /H1118 8546 1,104,120 1,330,478 (234,647) 1,014,320 (6,114,544) (151,668) (3,051,918)
* Represents amounts less than RMB1,000.
The accompanying notes are an integral part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 588 ---
Note
Class A
ordinary
shares
Class B
ordinary
shares
Ordinary
shares
Series
Seed-1
Preferred
Shares
Series
Seed-2
Preferred
Shares
Series A
Preferred
Shares
Share
premium
Share-based
compensation
reserve
Translation
reserve Other reserves
Accumulated
losses
Treasury
shares
Total
equity/
(deficit)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(b)(i)) (Note 29(b)(ii)) (Note 29(b)(iii)) (Note 29(c))
Balance as of January 1, 2024 /H1118/H1118/H1118/H1118 ––8546 1,104,120 1,330,478 (234,647) 1,014,320 (6,114,544) (151,668) (3,051,918)-- - - -- -- -- -- - - - - - - ----- - ---- - ---- ------ - ---- ------
Changes in equity for 2024
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––– – – – (2,516,808) – (2,516,808)
Foreign currency translation adjustment,
net of nil income taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––––– – 38,364 – – – 38,364
Total comprehensive income /H1118/H1118/H1118/H1118/H1118 ––––––– – 38,364 – (2,516,808) – (2,478,444)-- - - -- -- -- -- - - - - - - ----- - ---- - ---- ------ - ---- ------Share-based compensation expenses /H1118/H11187(i) ––––––– 1,187,867 – – – – 1,187,867
Issuance of ordinary shares to settle
vested restricted share units
(“RSUs”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(vi) ––6––– ( 6 ) – – – –––
Withholding of vested RSUs to satisfy
income tax requirements upon
settlement of vested RSUs /H1118/H1118/H1118/H1118/H1118/H111833(c) ––––––– (394,195) – – – – (394,195)
Bonus element in issuance of ordinary
shares to Series D and Series D+
preferred shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(vii) ––1–––– – – – ––1
Cancellation of other financial
instruments issued to an investor /H1118/H1118/H111821(e)(vi) ––––––– – – 4,528 – – 4,528
Cancellation of treasury shares /H1118/H1118/H1118/H1118/H111829(c) ( 1 ) ––––– (151,667) – – – – 151,668 –
The accompanying notes are an integral part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 589 ---
Note
Class A
ordinary
shares
Class B
ordinary
shares
Ordinary
shares
Series
Seed-1
Preferred
Shares
Series
Seed-2
Preferred
Shares
Series A
Preferred
Shares
Share
premium
Share-based
compensation
reserve
Translation
reserve Other reserves
Accumulated
losses
Treasury
shares
Total
equity/
(deficit)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(a)) (Note 29(b)(i)) (Note 29(b)(ii)) (Note 29(b)(iii)) (Note 29(c))
Issuance of Class A ordinary shares
relating to initial public offering
and exercise of over-allotment option,
net of commissions and other
listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(ix) 6––––– 3,149,258 – – – – – 3,149,264
Re-designation before the
completion of the IPO /H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(viii) 11 4 (15) –––– – – – –––
Conversion of preferred shares into
Class A and Class B ordinary shares /H111829(a)(x) 38 * – (5) (4) (6) 8,648,893 – – – – – 8,648,916
54 4 (8) (5) (4) (6) 11,646,478 793,672 – 4,528 – 151,668 12,596,381--
-- -- -- -- -- ------ ----- ----- ----- ------ ----- ------
Balance as of December 31, 2024 /H1118/H1118/H1118 5 44–––– 12,750,598 2,124,150 (196,283) 1,018,848 (8,631,352) – 7,066,019
* Represents amounts less than RMB1,000.
The accompanying notes are an integral part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 590 ---
Note
Ordinary
shares
Series Seed-1
Preferred
Shares
Series Seed-2
Preferred
Shares
Series A
Preferred
Shares
Share
premium
Share-based
compensation
reserve
Translation
reserve Other reserves
Accumulated
losses
Treasury
shares
Total
equity/(deficit)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 29(a) Note 29(a) Note 29(a) Note 29(a) Note 29(a) (Note 29(b)(i)) Note 29(b)(ii) (Note 29(b)(iii) Note 29(c)
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Balance as of January 1, 2024 /H1118/H1118 8546 1,104,120 1,330,478 (234,647) 1,014,320 (6,114,544) (151,668) (3,051,918)- - - - - - - - ----- ----- ----- ----- ------ ----- ------
Changes in equity for the six
months ended June 30, 2024 /H1118/H1118
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 ––––– –– – ( 8 8 1,700) – (881,700)
Foreign currency translation
adjustment, net of nil income
taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– – (33,782) – – – (33,782)
Total comprehensive income /H1118/H1118/H1118 ––––– – (33,782) – (881,700) – (915,482)- - - - - - - - ----- ----- ----- ----- ------ ----- ------
Cancellation of other financial
instruments issued to an investor /H111821(e)(iv) ––––– –– 4 ,526 – – 4,526
Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(i) ––––– 291,900 – – – – 291,900
––––– 291,900 – 4,526 – – 296,426--
-- -- -- ----- ----- ----- ----- ------ ----- ------
Balance as of June 30, 2024 /H1118/H1118/H1118 8546 1,104,120 1,622,378 (268,429) 1,018,846 (6,996,244) (151,668) (3,670,974)
The accompanying notes are an integral part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 591 ---
Note
Class A
ordinary
shares
Class B
ordinary
shares
Share
premium
Share-based
compensation
reserve
Translation
reserve Other reserves
Accumulated
losses
Total
equity/(deficit)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 29(a) Note 29(a) Note 29(a) (Note 29(b)(i)) Note 29(b)(ii) (Note 29(b)(iii)
Balance as of January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854 4 12,750,598 2,124,150 (196,283) 1,018,848 (8,631,352) 7,066,019- - - - ------- ------ ------ ------ ------- -------
Changes in equity for the six months
ended June 30, 2025
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (791,517) (791,517)
Foreign currency translation adjustment,
net of nil income taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (29,075) – – (29,075)
Total comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (29,075) – (791,517) (820,592)- - - - ------- ------ ------ ------ ------- -------
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(i) – – – 219,52 2––– 219,522
Issuance of Class A ordinary shares to settle
vested RSUs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(xi) 3– ( 3 ) –––––
Class A ordinary shares issued to depositary
bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(xiii) 4– ( 4 ) –––––
Issuance of Class A ordinary shares for exercise
of share options /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(xii) 1 – 49,65 2–––– 49,653
Withholding of vested RSUs to satisfy income
tax requirements upon settlement of vested
RSUs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(xi) – – – (50,846) – – – (50,846)
Surrender of Class A ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – * –– * –––– *
8 – 49,645 168,67 6––– 218,329--
-- ------- ------ ------ ------ ------- -------
Balance as of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862 4 12,800,243 2,292,826 (225,358) 1,018,848 (9,422,869) 6,463,756
* Represents amounts less than RMB1,000.
The accompanying notes are an integral part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 592 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of RMB)
For the year ended December 31,
For the six months ended
June 30,
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Operating activities
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H111821(b) (670,381) (472,024) (589,804) (326,183) (659,448)
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,866) (3,791) (997) (3,948)
Net cash used in operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(670,381) (474,890) (593,595) (327,180) (663,396)
Investing activities
Payments for purchase of
property and equipment /H1118/H1118/H1118/H1118 (80,812) (36,650) (84,004) (33,272) (134,354)
Payments for purchase of
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 (1,881) (304) (1,504) – (117)
Proceeds from disposal of
property, equipment and
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,166 1,903 1,060 100 1,439
Purchase of time deposits /H1118/H1118/H1118/H1118/H1118(1,487,859) (2,915,337) (3,257,020) (1,921,878) (100,000)
Proceeds from maturity of time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118477,360 1,454,366 5,156,836 2,088,146 468,569
Payments for purchase of
financial assets at FVTPL /H1118/H1118/H111831(e) (2,041,173) (1,965,328) (1,807,527) (1,829) (37,281)
Proceeds from sales of financial
assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(e) 929,785 2,925,265 324,791 318,416 1,714
Payment for loans to
employees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – (10,859) (14,236) – (359)
Proceeds from collection of a
loan to an employee /H1118/H1118/H1118/H1118/H1118/H1118/H111818 – – 7,109 3,553 19,088
Net cash (used in)/generated
from investing activities /H1118/H1118/H1118 (2,202,414) (546,944) 325,505 453,236 218,699-------- - ------- -------- -- ------ -------Financing activities
Proceeds from issuance of
ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) 13,442 42,51 91––
Proceeds from initial public
offering and exercise of the
over-allotment option, net of
commissions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,170,810 – –
Proceeds from issuance of
non-redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a) – 3 1–––
Proceeds from sales of treasury
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(c) 6,48 0––––
Proceeds from issuance of
preferred shares and other
financial instruments subject
to redemption and other
preferential rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) 2,163,410 485,26 2–––
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 593 ---
For the year ended December 31,
For the six months ended
June 30,
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Proceeds from issuance of
financial liabilities measured
at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) 143,82 9––––
Payment of capital element of
lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) (34,448) (38,163) (44,976) (25,333) (26,810)
Payment of interest element of
lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) (3,574) (2,853) (2,276) (1,034) (1,660)
Payment of listing expenses /H1118/H1118/H1118 (284) (720) (4,342) (404) (10,762)
Payment of repurchase of
redeemable preferred shares /H1118/H1118
23(b)
29(c) (59,825) ––––
Payment for repurchase of
ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(c) (44,442) ––––
Repayment of subscription price
for the financial instruments
subject to redemption and
other preferential rights /H1118/H1118/H1118/H111823(a) – (39,122) – – –
Proceeds from receipts of
subscription price for the
convertible redeemable
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823(a) – – 19,319 19,319 –
Proceeds from issuance of Class
A ordinary shares for exercise
of share options /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(xii) –––– 25,534
Payment of withholding tax
arising from the settlement
of vested RSUs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829(a)(xi) – – (394,195) – (50,846)
Proceeds from bank loans /H1118/H1118/H1118/H1118/H111821(c) – – 80,000 – 72,223
Repayment of bank loans /H1118/H1118/H1118/H1118/H111821(c) –––– (2,500)
Payment of interest of bank
loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) – – (466) – (1,280)
Advances to a management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,425) (1,425) –
Proceeds from collection of the
advances to a management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,425 – –
Net cash generated from/(used
in) financing activities /H1118/H1118/H1118/H1118/H11182,184,588 446,954 2,823,875 (8,877) 3,899--------
------- ------- ------- -------Net (decrease)/increase in cash
and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118(688,207) (574,880) 2,555,785 117,179 (440,798)
Cash and cash equivalents as
of January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(a) 2,725,568 2,233,691 1,661,152 1,661,152 4,268,300
Effect of foreign exchange rate
changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118196,330 2,341 51,363 50,612 8,635
Cash and cash equivalents at
the end of the year/period /H1118/H111821(a) 2,233,691 1,661,152 4,268,300 1,828,943 3,836,137
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 594 ---
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
(Expressed in thousands of RMB, unless otherwise indicated)
1 GENERAL INFORMATION AND BASIS OF PREPARATION AND PRESENTATION
(a) General information
WeRide Inc. (the “Company”), an exempted company with limited liability, was incorporated in the Cayman
Islands under the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands on
March 13, 2017. The Company’s American Depositary Shares (“ADSs”) have been listed on the Nasdaq Stock Market
since October 25, 2024 and the Company completed its initial public offering (“IPO”) on October 28, 2024. Each
ADS of the Company represents three ordinary shares.
The Company is an investment holding company. The Company, through its wholly-owned subsidiaries
(collectively referred to as the “Group”), is principally engaged in providing autonomous driving products and
services. The Group’s principal operations and geographic markets are in the People’s Republic of China (the
“PRC”).
Historically, the Company conducted its surveying and mapping in internet mapping service category and held
the relevant license through Guangzhou Jingqi Technology Co., Ltd. (“Guangzhou Jingqi” or the former “VIE”) and
its subsidiaries prior to March 2023. The Company had control over the former VIE via a series of contractual
arrangements (“VIE Arrangements”). The directors of the Company consider that the VIE Arrangements were in
compliance with the relevant PRC laws and regulations and were legally binding and enforceable. In March 2023,
the Group acquired 100% equity interest of the former VIE and its subsidiaries at the consideration of RMB0.6
million and the previous VIE Arrangements were terminated. Since March 2023, the Company controls the former
VIE and its subsidiaries through legal ownership interests and the former VIE and its subsidiaries accounted for as
consolidated subsidiaries of the Company.
(b) Basis of preparation and presentation
The Historical Financial Information have been prepared in accordance with all applicable IFRS Accounting
Standards issued by the International Accounting Standards Board (“IASB”). Material accounting policies adopted
by the Group are disclosed in Note 2.
The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of preparing
this Historical Financial Information, the Group adopted all applicable new and revised IFRS Accounting Standards
to the Track Record Period. The new and revised accounting standards and interpretations issued but not yet effective
for the accounting period beginning on January 1, 2025 are set out in Note 34.
The Historical Financial Information for the years/periods presented comprises the Company, its subsidiaries
and/or former VIE and its subsidiaries.
The Historical Financial Information also complies with the applicable disclosure provisions of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The accounting policies set out below have been applied consistently to all years/periods presented in the
Historical Financial Information.
The measurement basis used in the preparation of the Historical Financial Information is the historical cost
basis except that the following assets and liabilities are stated at their fair value as explained in the accounting
policies set out below:
– Other investments in securities (see Note 2(g)); and
– Financial liabilities measured at FVTPL (see Note (2(s)).
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 595 ---
The preparation of the Historical Financial Information in conformity with IFRS Accounting Standards
requires management to make judgments, estimates and assumptions that affect the application of policies and
reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be reasonable under the circumstances, the results
of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision affects both current and future periods.
Judgments made by management in the application of IFRS Accounting Standards that have significant effect
on the Historical Financial Information and major sources of estimation uncertainty are discussed in Note 3.
(c) Subsidiaries
As of the date of this report, the Company has direct or indirect interests in the following principal
subsidiaries, all of which are private companies:
Company name
Place of incorporation/
registration
and business and date
of incorporation/
registration
Issued ordinary/
registered
share capital
Group’s
effective
interest (direct
or indirect) Principal activities
WeRide Corp. (Note (i)) /H1118/H1118/H1118United States of
America (“the
U.S.”)/February 23,
2017
USD100 100% Research and
development of
autonomous driving
technology
WeRide HK (Note (ii)) /H1118/H1118/H1118/H1118The PRC
Hong Kong/
May 18, 2017
1 share 100% Holding company
WeRide (Singapore) Pte.
Ltd. (Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Singapore/
September 28, 2022
SGD0.2
million
100% Sales of autonomous
driving products
and provision of
related services
WeRide Middle East
General Trading Ltd.
(Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Abu Dhabi/
February 24, 2023
AED0.15
million
100% Sales of autonomous
driving products
and provision of
related services
Guangzhou Wenyuan
Zhixing Technology Co.,
Ltd.ҦϞ
ʮ̡ (Notes (iv)(v)) /H1118/H1118
Chinese Mainland/
January 19, 2018
RMB3,000.0
million
100% Sales of autonomous
driving products
and provision of
related services
Guangzhou Jingqi
Technology Co., Ltd.
ʮ̡
(Notes (iv)(v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland/
March 16, 2018
RMB60.6
million
100% Sales of autonomous
driving products
and provision of
related services
Wenyuan Y uexing
(Guangdong) Travel
Technology Co., Ltd.
˖ჃຽБ(؇)̈Б
ʮ̡
(Notes (iv)(v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland/
August 21, 2019
RMB180.0
million
100% Sales of autonomous
driving products
and provision of
related services
Wenyuan Suxing (Jiangsu)
Technology Co., Ltd.
˖ჃᘽБ(Ϫᘽ)ࠢ
ʮ̡ (Notes (iv)(v)) /H1118/H1118/H1118/H1118
Chinese Mainland/
November 10, 2020
RMB30.0
million
100% Sales of autonomous
driving products
and provision of
related services
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 596 ---
Company name
Place of incorporation/
registration
and business and date
of incorporation/
registration
Issued ordinary/
registered
share capital
Group’s
effective
interest (direct
or indirect) Principal activities
Wuxi WeRide Intelligent
Technology Co., Ltd.
߅
ʮ̡
(Notes (iv)(vi)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland/
September 23, 2022
RMB30.0
million
100% Sales of autonomous
driving products
and provision of
related services
Shenzhen Wenyuan Zhixing
Intelligent Technology
Co., Ltd.Б౽
ʮ̡
(Notes (iv)(vi)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland/
June 15, 2018
RMB13.0
million
100% Sales of autonomous
driving products
and provision of
related services
Wenyuan Jingxing (Beijing)
Technology Co., Ltd.
˖ჃԯБ(̏ԯ)ࠢ
ʮ̡ (Notes (iv)(viii)) /H1118/H1118/H1118
Chinese Mainland/
June 11, 2021
RMB1.0
million
100% Sales of autonomous
driving products
and provision of
related services
Taizhou Wenyuan Zhixing
Intelligent Technology
Co., Ltd.Б౽
ʮ̡
(Notes (iv)(vii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland/
September 19, 2024
USD60.0
million
100% Sales of autonomous
driving products
and provision of
related services
Shanghai Wenyuan Zhixing
Automotive Technology
Co., Ltd.Бӛ
ʮ̡
(Notes (iv)(v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland/
April 28, 2017
RMB1.0
million
100% Sales of autonomous
driving products
and provision of
related services
Notes:
(i) No audited financial statements were prepared for this entity.
(ii) The statutory financial statements of this entity for the years ended December 31, 2022, 2023 and 2024
were prepared in accordance with Hong Kong Financial Reporting Standards for Private Entities issued
by the Hong Kong Institute of Certified Public Accountants, and audited by GCCPA Limited (ಥ౽
ʮ̡).
(iii) The financial statements of this entity for the financial period from September 28, 2022 (the date of
incorporation) to December 31, 2023 and for the year ended December 31, 2024 were prepared in
accordance with Financial Reporting Standards in Singapore, and was audited by FOZL Assurance PAC
(ה.)
iv) The official name of this entity is in Chinese. The English name is for identification purpose only. These
entities were established in the PRC.
(v) The statutory financial statements of this entity for the years ended December 31, 2022, 2023 and 2024
were prepared in accordance with the Accounting Standards for Business Enterprises issued by the
Ministry of Finance of the PRC (the “PRC GAAP”), and were audited by Guangdong Zhongzhixin CPA
LLP (ה(౷ஷΥྫ)).
(vi) No audited statutory financial statements for the year ended December 31, 2022 had been prepared. The
statutory financial statements of this entity for year ended December 31, 2023 and 2024 were prepared
in accordance with the PRC GAAP , and were audited by Guangdong Zhongzhixin CPA LLP .
(vii) No audited statutory financial statements for the year ended December 31, 2022 and 2023 had been
prepared. The statutory financial statements of this entity for the financial period from September 19,
2024 (the date of incorporation) to December 31, 2024 were prepared in accordance with the PRC
GAAP , and were audited by Guangdong Zhongzhixin CPA LLP .
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 597 ---
(viii) The statutory financial statements of this entity for the years ended December 31, 2022, 2023 and 2024
were prepared in accordance with the PRC GAAP , and were audited by Guangdong Y uexin CPA Co.,
Ltd. (ʮ̡) and Guangdong Zhongzhixin CPA LLP , respectively.
All entities comprising the Group has adopted December 31 as its financial year end date.
2 MATERIAL ACCOUNTING POLICIES
(a) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has
rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity. The financial statements of subsidiaries are included in the Historical Financial Information
from the date on which control commences until the date on which control ceases.
Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency
transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized losses resulting from
intra-group transactions are eliminated in the same way as unrealized gains, but only to the extent that there is no
evidence of impairment.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as
equity transactions.
When the Group loses control of a subsidiary, it derecognizes the assets and liabilities of the subsidiary and
other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in that
former subsidiary is measured at fair value when control is lost.
In the Company’s statement of financial position, an investment in a subsidiary is accounted for using the
equity method. It is initially recognized at cost, which includes transaction costs. Subsequently, the Company’s
statement of financial position includes the Company’s share of the profit or loss and other comprehensive income
(“OCI”) of the subsidiary, until the date on which the control is lost.
When the Company’s share of losses exceeds its interest in the subsidiary, the Company’s interest is reduced
to nil and recognition of further losses is discontinued except to the extent that the Company has incurred legal or
constructive obligations or made payments on behalf of the subsidiary. For this purpose, the Company’s interest is
the carrying amount of the investment under the equity method, together with any other long-term interests that in
substance form part of the Company’s net investment in the subsidiary, after applying the ECL model to such other
long-term interests where applicable (see Note 2(h)(i)).
(b) Business combination
The Group accounts for business combinations using the acquisition method when control is transferred to the
Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net
assets acquired. Any goodwill that arises is tested annually for impairment (see Note 2(c)). Any gain on a bargain
purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to
the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement
of pre-existing relationships. Such amounts are generally recognized in profit or loss.
(c) Goodwill
Goodwill arising on acquisition of businesses is measured at cost less accumulated impairment losses and is
tested annually for impairment (see Note 2(h)(ii)).
(d) Property and equipment
Property and equipment are stated at cost less accumulated depreciation and impairment losses (see
Note 2(h)(ii)).
Gains or losses arising from the retirement or disposal of an item of property and equipment are determined
as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit
or loss on the date of retirement or disposal.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 598 ---
Depreciation is calculated to write-off the cost of items of property and equipment, less their estimated residual
value, if any, using the straight-line method over their estimated useful lives as follows:
– Leasehold improvement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Over the shorter of the useful lives of the assets
or lease terms of the associated properties
– Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-5 years
– Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181-5 years
– Office equipment and electronic equipment /H1118/H1118/H1118/H1118 3-5 years
Depreciation methods, useful lives and residual values are reviewed annually and adjusted if appropriate.
(e) Leased assets
At inception of a contract, the Group assesses whether the contract is, or contains, a lease. This is the case if
the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and
to obtain substantially all of the economic benefits from that use.
As a lessee
Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to
separate non-lease components and accounts for each lease component and any associated non-lease components as
a single lease component for all leases.
At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability, except for
short-term leases that have a lease term of 12 months or less and leases of low-value assets. When the Group enters
into a lease in respect of a low-value asset, the Group decides whether to capitalize the lease on a lease-by-lease basis.
The lease payments associated with those leases which are not capitalized are recognized as an expense on a
systematic basis over the lease term.
Where the lease is capitalized, the lease liability is initially recognized at the present value of the lease
payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is
measured at amortized cost and interest expense is calculated using the effective interest method. V ariable lease
payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence
are charged to profit or loss in the accounting period in which they are incurred.
The right-of-use asset recognized when a lease is capitalized is initially measured at cost, which comprises the
initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial
direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located,
discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at
cost less accumulated depreciation and impairment losses (see Note 2(h)(ii)). Depreciation is calculated to write-off
the cost using the straight-line method over their estimated useful lives using shorter of the useful lives of the
underlying assets or lease terms.
The initial fair value of refundable rental deposits is accounted for separately from the right-of-use assets in
accordance with the accounting policy applicable to investments in debt securities carried at amortized cost. Any
difference between the initial fair value and the nominal value of the deposits is accounted for as additional lease
payments made and is included in the cost of right-of-use assets.
The lease liability is remeasured when there is a change in future lease payments arising from a change in an
index or rate, or there is a change in the Group’s estimate of the amount expected to be payable under a residual value
guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to
exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if
the carrying amount of the right-of-use asset has been reduced to zero.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 599 ---
The lease liability is also remeasured when there is a change in the scope of a lease or the consideration for
a lease that is not originally provided for in the lease contract that is not accounted for as a separate lease. In this
case the lease liability is remeasured based on the revised lease payments and lease term using a revised discount rate
at the effective date of the modification.
In the consolidated statements of financial position, the current portion of long-term lease liabilities is
determined as the present value of contractual payments that are due to be settled within twelve months after the
years/periods presented. The Group presents right-of-use assets and lease liabilities separately in the consolidated
statements of financial position.
(f) Intangible assets (other than goodwill)
Expenditure on research activities is recognized in profit or loss as incurred. Development expenditure is
capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially
feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete
development and to use or sell the resulting asset. Otherwise, it is recognized in profit or loss as incurred. Capitalized
development expenditure is subsequently measured at cost less accumulated amortization and any accumulated
impairment losses.
Other intangible assets, including patents and software, that are acquired by the Group and have finite useful
lives are measured at cost less accumulated amortization and any accumulated impairment losses (see Note 2(h)(ii)).
Expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
Amortization is calculated to write off the cost of intangible assets less their estimated residual values using
the straight-line method over their estimated useful lives, if any, and is generally recognized in profit or loss.
The estimated useful lives for the current and comparative periods are as follows:
– Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185-10 years
– Patent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 years
Amortization methods, useful lives and residual values are reviewed annually and adjusted if appropriate.
The useful life of patent is determined based on the period of validity of patent protected by the relevant laws
after considering the period of the economic benefits to the Group, technical obsolescence and estimates of useful
lives of similar assets.
(g) Other investments in securities
The Group’s policies for investments in securities, other than investments in subsidiaries, are set out below.
The investments are initially stated at fair value plus directly attributable transaction costs, except for those
investments measured at FVTPL for which transaction costs are recognized directly in profit or loss. These
investments are subsequently accounted for as follows, depending on their classification:
(i) Non-equity investments
Non-equity investments held by the Group are investments in certain wealth management products managed
by the banks that do not meet the criteria for being measured at amortized cost or FVOCI (recycling) and are
classified into FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise
meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise. Changes in the fair value of the investments
are recognized in profit or loss as “fair value changes of financial assets at FVTPL”.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 600 ---
(ii) Equity investments
An investment in equity securities is classified as financial assets at FVTPL, unless the investment is not held
for trading purposes and on initial recognition the Group makes an irrevocable election to designate the investment
at FVOCI (non-recycling) such that subsequent changes in fair value are recognized in OCI. Such elections are made
on an instrument-by-instrument basis, but may only be made if the investment meets the definition of equity from
the issuer’s perspective. If such election is made for a particular investment, at the time of disposal, the amount
accumulated in the fair value reserve (non-recycling) is transferred to retained earnings and not recycled through
profit or loss. Dividends from an investment in equity securities, irrespective of whether classified as at FVTPL or
FVOCI, are recognized in profit or loss.
(h) Credit losses and impairment of assets
(i) Credit losses from financial instruments and contract assets
– The Group recognizes a loss allowance for expected credit losses (“ECLs”) on financial assets measured
at amortized cost (including cash, cash equivalents, restricted cash, time deposits, trade receivables,
amount due from related parties, receivables from payments made on behalf of customers, receivables
from loans to employees and other receivables) and contract assets.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present
value of all expected cash shortfalls between the contractual and expected amounts.
The expected cash shortfalls are discounted using the following rates if the effect is material:
– fixed-rate financial assets: trade receivables, amount due from related parties, receivables from
payments made on behalf of customers, receivables from loans to employees, other receivables
and contract assets: effective interest rate determined at initial recognition or an approximation
thereof;
– variable-rate financial assets: current effective interest rate;
The maximum period considered when estimating ECLs is the maximum contractual period over which
the Group is exposed to credit risk.
ECLs are measured on either of the following bases:
– 12-month ECLs: these are the portion of ECLs that result from default events that are possible
within the 12 months after the reporting date (or a shorter period if the expected
life of the instrument is less than 12 months); and
– lifetime ECLs: these are the ECLs that result from all possible default events over the expected
lives of the items to which the ECL model applies.
The Group measures loss allowances at an amount equal to lifetime ECLs except for the following,
which are measured at 12-months ECLs.
– financial instruments that are determined to have low credit risk at the reporting date; and
– other financial instruments for which credit risk (i.e. the risk of default occurring over the
expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to
lifetime ECLs.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 601 ---
Significant increases in credit risk
When determining whether the credit risk of a financial has increased significantly since initial
recognition and when measuring ECLs, the Group considers reasonable and supportable information that is
relevant and available without undue cost or effort. This includes both quantitative and qualitative information
and analysis, based on the Group’s historical experience and informed credit assessment, that includes
forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than
30 days past due.
The Group considers a financial asset to be in default when:
– the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the
Group to actions such as realizing security (if any is held); or
– the financial asset is 90 days past due.
ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk
since initial recognition. Any change in the ECL amount is recognized as an impairment gain or loss in profit
or loss. The Group recognizes an impairment gain or loss for all financial instruments with a corresponding
adjustment to their carrying amount through a loss allowance account.
Credit-impaired financial assets
At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset
is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows
of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable events:
– significant financial difficulties of the debtor;
– a breach of contract, such as a default or past due event;
– it is probable that the debtor will enter bankruptcy or other financial reorganization;
– the disappearance of an active market for a security because of financial difficulties of the issuer.
Write-off policy
The gross carrying amount of a financial asset or contract asset is written off to the extent that there is
no realistic prospect of recovery. This is generally the case when the asset becomes past due or when the Group
otherwise determines that the debtor does not have assets or sources of income that could generate sufficient
cash flows to repay the amounts subject to the write-off.
Subsequent recoveries of an asset that was previously written off are recognized as a reversal of
impairment in profit or loss in the period in which the recovery occurs.
(ii) Impairment of other non-current assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than
inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If
any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for
impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash
inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units
(“CGU”s). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected
to benefit from the synergies of the combination.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 602 ---
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of
disposal. V alue in use is based on the estimated future cash flows, discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset
or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of
any goodwill allocated to the CGU, and then, to reduce the carrying amounts of the other assets in the CGU on a pro
rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, of an impairment loss is reversed
only to the extent that the resulting carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no impairment loss had been recognized.
(i) Inventories
Inventories are assets which are held for sale in the ordinary course of business, in the process of production
for such sale or in the form of materials or supplies to be consumed in the production process or in the rendering of
services.
Inventories are carried at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost method and comprises the purchase cost of goods after
deducting discounts from suppliers.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs
of completion and the estimated cost necessary to make the sale.
When inventories are sold, the carrying amount of those inventories is recognized as cost of revenue in the
period in which the related revenue is recognized. The amount of any write-down of inventories to net realisable
value and all losses of inventories are recognized as cost of revenue in the period the write-down or loss occurs. The
amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories
recognized as cost of revenue in the period in which the reversal occurs.
(j) Restricted cash
Bank balances that are restricted as to withdrawal or for use or pledged as security is reported separately on
the face of the consolidated statements of financial position.
The Group’s restricted cash includes secured deposit held in designated bank accounts for the payment of the
rentals and credit card.
(k) Cash, cash equivalents and time deposits
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial
institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and
which are subject to an insignificant risk of changes in value, having been within three months of maturity at
acquisition.
Time deposits, which mature within one year at the end of each reporting period, represent interest-bearing
certificates of deposits placed with banks and other financial institutions with original maturities of more than three
months.
Cash, cash equivalents and time deposits are assessed for ECL in accordance with the policy set out in Note
2(h)(i).
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 603 ---
(l) Trade and other receivables
A receivable is recognized when the Group has an unconditional right to receive consideration and only the
passage of time is required before payment of that consideration is due.
Trade receivables that do not contain a significant financing component are initially measured at their
transaction price. Trade receivables that contain a significant financing component and other receivables are initially
measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost (see Note
2(h)(i)).
(m) Trade and other payables
Trade and other payables are initially recognized at fair value. Subsequently to initial recognition, trade and
other payables are stated at amortized cost unless the effect of discounting would be immaterial, in which case they
are stated at invoice amounts.
(n) Interest-bearing bank loans
Interest-bearing bank loans are recognized initially at fair value less attributable transaction costs. Subsequent
to initial recognition, interest-bearing bank loans are stated at amortized cost using the effective interest method.
Interest expense is recognized in accordance with the Group’s accounting policy for borrowing costs (see Note 2(aa)).
(o) Contract assets and contract liabilities
A contract asset is recognized when the Group recognizes revenue (see Note 2(x)) before being unconditionally
entitled to the consideration under the terms set out in the contract. Contract assets are assessed for ECLs (see Note
2(h)(i)) and are reclassified to receivables when the right to the consideration becomes unconditional (see Note 2(l)).
A contract liability is recognized when the customer pays non-refundable consideration before the Group
recognizes the related revenue (see Note 2(x)). A contract liability is also recognized if the Group has an
unconditional right to receive non-refundable consideration before the Group recognizes the related revenue. In such
latter cases, a corresponding receivable is also recognized (see Note 2(l)).
When the contract includes a significant financing component, the contract balance includes interest accrued
under the effective interest method (see Note 2(bb)).
(p) Ordinary shares and non-redeemable preferred shares
Ordinary shares and non-redeemable preferred shares are classified as equity, because they bear discretionary
dividends, do not contain any obligations to deliver cash or other financial assets and do not require settlement in
a variable number of the Group’s equity instruments. Preferred shares and other financial instruments subject to
redemption and other preferential rights are classified as liabilities (see Note 2(q)).
(q) Preferred shares and other financial instruments subject to redemption and other preferential rights
(i) Convertible redeemable preferred shares
The redemption features in the preferred shares give rise to financial liabilities as under these features, the
preferred shares are redeemable in cash at the option of the shareholders in case of the occurrence of triggering events
that are beyond the control of the Company and the holders of the preferred shares.
The liabilities resulting from these contingent redemption obligations are measured at the present value of the
redemption amount. When there are different possible redemption scenarios with different present values of the
redemption amounts, the carrying amount of the liabilities are measured at the highest present value of redemption
amount that could be triggered by the contingent redemption events. Under the “worst case” approach, the changes
in the carrying amount of the liabilities are recognized in profit or loss.
If the preferred shares are converted into ordinary shares, the carrying amount of the financial liabilities is
transferred to share capital and share premium.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 604 ---
(ii) Other financial instruments subject to redemption and other preferential rights
The Group enters into a series of agreements with certain investors, under which the Group and the investors
commit to issue/subscribe for the convertible redeemable preferred shares upon the occurrence of specified
contingent events (i.e. obtaining regulator’s approval and completion of the foreign exchange registration procedures
for the overseas direct investments (“ODI”)). The investors have paid the subscription price upfront upon signing the
agreements. Such commitments to issue/subscribe for the convertible redeemable preferred shares are referred as the
other financial instruments subject to redemption and other preferential rights (the “other financial instruments”). The
convertible redeemable preferred shares would give rise to financial liabilities as mentioned in Note 2(q)(i) above,
when they are issued. As the issuance of the convertible redeemable preferred shares is conditional on the occurrence
of the specified contingent events that are beyond the control of both the Group and counterparties, the Group
recognizes such financial instruments as financial liabilities.
These liabilities are measured at the present value of the redemption amount in accordance with Note 2(q)(i).
Any changes in the carrying amount of these financial instruments issued to investors are recorded in profit or loss
as “changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and
other preferential rights”.
The Group classifies the preferred shares and other financial instruments subject to redemption and other
preferential rights as current liabilities, as these preferred shares and other financial instruments may be converted
into ordinary shares at the option of the holders at any time and the conversion feature does not meet the definition
of an equity instrument.
(r) Treasury shares
When ordinary shares and preferred shares recognized as equity are repurchased, the amount of the
consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased
shares are presented as treasury shares included within equity. When those shares are subsequently cancelled or
retired, the treasury share would be adjusted by an amount that corresponds to the sum of the par value and the share
premium amounts of the shares so cancelled or retired. When treasury shares are sold or reissued subsequently, the
amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is
presented within share premium.
(s) Financial liabilities measured at FVTPL
Warrant liabilities arise from the warrants granted by the Group under which the holders have the rights to
subscribe for the Group’s preferred shares at a predetermined price during a specific period. Warrant liabilities are
measured at fair value, with changes in fair value recognized in profit or loss.
(t) Put option liabilities
Put option liabilities represent the present value of liabilities in relation to put options granted to
non-controlling shareholders of the Group’s subsidiary. Under the put option clauses, the non-controlling
shareholders have right to sell their equity interest to the subsidiary at a pre-agreed price on the occurrence of some
certain events that are beyond the Group’s control.
(u) Employee benefits
(i) Short-term employee benefits
Salaries, annual bonuses, paid annual leave and the cost of non-monetary benefits are accrued in the year in
which the associated services are rendered by employees. Where payment or settlement is deferred and the effect
would be material, these amounts are stated at their present values.
(ii) Contributions to defined contribution plans
Pursuant to the relevant laws and regulations of the PRC, the Group’s subsidiaries in Chinese Mainland
participate in a defined contribution basic pension insurance in the social insurance system established and managed
by government organizations. The Group makes contributions to basic pension insurance plans based on the
applicable benchmarks and rates stipulated by the government. Basic pension insurance contributions are recognized
as part of the cost of assets or charged to profit or loss as the related services are rendered by the employees.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 605 ---
(iii) Share-based compensation
The Company operates a share incentive plan for the purpose of providing incentives and rewards to eligible
participants who contribute to the success of the Group’s operations. Employees (including directors) of the Group
receive remuneration in the form of share-based awards, whereby employees render services as consideration for
equity instruments (“share-based compensation”).
For share-based compensation expenses, the fair value of share-based awards granted to employees is
recognized as an employee cost with a corresponding increase in a share-based compensation reserve within equity.
The fair value is measured at grant date using the binomial options pricing model, taking into account the terms and
conditions upon which the share-based awards were granted. Where the employees have to meet vesting conditions
before becoming unconditionally entitled to the share-based awards, the total estimated fair value of the share-based
awards is spread over the vesting period, taking into account the probability that the share-based awards will vest.
During the vesting period, the number of share-based awards that is expected to vest is reviewed. Any resulting
adjustment to the cumulative fair value recognized in prior years is charged/credited to the profit or loss for the year
of the review, unless the original employee expenses qualify for recognition as an asset, with a corresponding
adjustment to the equity-settled share-based compensation reserve. On vesting date, the amount recognized as an
expense is adjusted to reflect the actual number of share-based awards that vest (with a corresponding adjustment to
the share-based compensation reserve).
If the Company repurchases vested share-based awards, the payment made to the employee shall be accounted
for as a deduction from equity, except to the extent that the payment exceeds the fair value of the share-based awards
repurchased, measured at the repurchase date. Any such excess shall be recognized as an expense.
Where the terms or conditions of a share-based awards granted are modified, as a minimum, an expense is
recognised as if the terms had not been modified, if the original terms of the award are met. In addition, an expense
is recognised for any modification that increases the total fair value of the share-based payments arrangement, or is
otherwise beneficial to the employee as measured at the date of modification; if a modification reduces the total fair
value of the share-based awards granted, or is not otherwise beneficial to the employee, the Group nevertheless
continues to recognize as a minimum the original grant date fair value of the share-based awards granted (unless those
share-based awards are forfeited) as if that modification had not occurred.
(iv) Termination benefits
Termination benefits are recognized when the Group can no longer withdraw the offer of those benefits.
(v) Income tax
Income tax expense comprises current tax and deferred tax. It is recognized in profit or loss except to the extent
that it relates to a business combination, or items recognized directly in equity or in OCI.
Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year/period
and any adjustments to the tax payable or receivable in respect of previous years. The amount of current tax payable
or receivable is the best estimate of the tax amount expected to be paid or received that reflects any uncertainty
related to income taxes. It is measured using tax rates enacted or substantively enacted at the reporting date.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized
for:
– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences;
– temporary differences related to investment in subsidiaries to the extent that the Group is able to control
the timing of the reversal of the temporary differences and it is probable that they will not reverse in
the foreseeable future;
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 606 ---
– taxable temporary differences arising on the initial recognition of goodwill; and
– those related to the income taxes arising from tax laws enacted or substantively enacted to implement
the Pillar Two model rules published by the Organization for Economic Co-operation and Development.
The Group recognized deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities
and right-of-use assets.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary
differences to the extent that it is probable that future taxable profits will be available against which they can be used.
Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount
of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits,
adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual
subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that
it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability
of future taxable profits improves.
(w) Provisions and contingent liabilities
Provisions are recognized when the Group has a legal or constructive obligation as a result of past events; it
is probable that an outflow of economic benefits will be required to settle the obligation; and the amount has been
reliably estimated. Where the time value of money is material, provisions are stated at the present value of the
expenditure expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be
estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic
benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence
of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic
benefits is remote.
Where some of the expenditure required to settle a provision is expected to be reimbursed by another party,
a separate asset is recognized of any expected reimbursement that would be virtually certain. The amount recognized
for the reimbursement is limited to the carrying amount of the provision.
(x) Revenue and other income
Income is classified by the Group as revenue when it arises from the sale of goods or the provision of services
from contracts with customers.
Revenue is recognized when control over a good or service is transferred to the customer, at the amount of
promised consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf
of third parties. Revenue excludes value-added tax (“V A T”) or other sales taxes and is after deduction of any trade
discounts.
Control of the goods and services may be transferred over time or at a point in time. Control of the goods and
services is transferred over time if the Group’s performance:
 provides the benefits received and consumed simultaneously by the customer;
 creates or enhances an asset that the customer controls as the Group performs; or
 does not create an asset with an alternative use to the Group and the Group has an enforceable right to
payment for performance completed to date.
If control of the goods and services transfers over time, revenue is recognized over the period of the
performance by reference to the progress towards complete satisfaction of that performance obligation. Otherwise,
revenue is recognized at a point in time when the customer obtains control of the goods or services.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 607 ---
Contracts with customers may include multiple performance obligations. For such arrangements, the Group
allocates the transaction price to each performance obligation based on its relative standalone selling price. The
Group generally determines standalone selling prices based on the observable prices charged to customers when the
Group sells that good or service separately. If the standalone selling price is not directly observable, it is estimated
using expected cost plus a margin or adjusted market assessment approach, depending on the availability of
information. Assumptions and estimations have been made in estimating the standalone selling price, and changes in
those assumptions and estimates may impact the revenue recognition.
A contract asset is the Group’s right to consideration in exchange for goods and services that the Group has
transferred to a customer and that right is conditional on something other than the passage of time. A receivable is
recorded when the Group has an unconditional right to consideration. A right to consideration is unconditional if only
the passage of time is required before payment of that consideration is due.
If a customer pays consideration or the Group has a right to an amount of consideration that is unconditional,
before the Group transfers a good or service to the customer, the Group presents the contract liability when the
payment is made or a receivable is recorded (whichever is earlier). A contract liability is the Group’s obligation to
transfer goods or services to a customer for which the Group has received consideration (or an amount of
consideration is due) from the customer.
The Group allows customers return goods only when the goods are defective.
The Group has taken advantage of the practical expedient and does not adjust the consideration for the effects
of any significant financing component if the expected period of financing is 12 months or less. The contracts with
customers generally do not include significant financing components or variable consideration.
Warranty obligations
The Group provides customers with a standard warranty of three to five years that covers fixing of defects and
hardware component failures to ensure that the autonomous driving vehicles will function in accordance with the
agreed-upon specifications. The Group assessed that this standard warranty is an assurance type warranty. In addition,
subject to the product liability related laws and regulations in the jurisdictions where the Group’s products and
services are offered, the Group is obliged to pay compensation if its products cause harm or damage. The Group
accounts for such obligation and the standard warranty in accordance with Note 2(w).
The Group also offers an option to the customers to purchase a warranty for an extended period. The Group
assessed such extended warranty is a service type warranty and accounts for it as a distinct performance obligation.
Transaction price allocated to the extended warranty is recognized as revenue over the extended warranty period. See
Note 2(x)(ii).
The Group generates revenue from (i) the sales of autonomous driving vehicles, primarily including robobuses,
robotaxis and robosweepers, and related sensor suites; and (ii) the provision of autonomous driving related
operational and technical support services; and (iii) the provision of other technology services, including advanced
driver-assistance system (“ADAS”) research and development (R&D) services, and intelligent data services.
Details of the Group’s accounting policies for revenue and other income sources are as follows:
(i) Sales of autonomous driving vehicles
The Group sells autonomous driving vehicles to customers with provision of landing deployment
services to make the autonomous driving vehicles operational on the roads specified by the customers. Landing
deployment services include setting-up vehicles with collected and labeled maps, performing road testing,
adapting cloud service for autonomous functions to make the autonomous driving vehicles run on specific
roads and reach the certain customer-specific technical metrics and autonomous functions.
The Group has determined that the autonomous driving vehicles and the landing deployment services
are highly interdependent and should therefore be combined as a single performance obligation. In this
connection, the Group’s contractual promise to customers of autonomous driving vehicles is to sell specialized
autonomous driving vehicles that are optimized to provide public transportation service on specific roads
meeting the customers’ specifications. Without the landing deployment services, autonomous driving vehicles
cannot be operated on the specific roads and reach the required technical metrics and autonomous functions
designated by the customers and the Group will not be able to fulfil its promise in the contracts. Given that
autonomous driving technology is an emerging technology and is characterized by a significant number of
technical challenges and uncertainties, some of these are customer-specific, the performance risk of delivering
autonomous driving vehicles is inseparable from the completion of the landing deployment service depending
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 608 ---
various road conditions and level of consumer acceptance. Accordingly, the benefit obtained by the customers
from the autonomous driving vehicles is highly dependent on the successful completion of the landing
deployment services by the Group, and the Group has combined autonomous driving vehicles and landing
deployment services are accounted for as a single performance obligation. Revenue is recognized at a point
in time when the autonomous driving vehicles have been accepted by the customers upon the completion of
the landing deployment services by the Group.
The Group assesses that it has obtained control over the vehicles manufactured by its OEM partners
once the vehicles are delivered to and accepted by the Group. Specifically, from that point of time, the Group
has the ability to direct the use of the vehicles, including installing the Group’s autonomous driving sensor
suites onto the vehicles and then selling the vehicles to another party (i.e. the Group’s customers) as the Group
decides, and thereby obtaining substantially all of the remaining benefits from the vehicles via such sales. In
addition, the sale of the vehicles and the provision of the landing deployment services have been combined as
a single performance obligation, which means that the Group combines the vehicles manufactured by its OEM
partners with its landing deployment service to produce specialized and optimized vehicles that can run on
specific roads and reach the required technical metrics and autonomous functions specified by customers. As
such, the Group had determined that it is a principal for the sales of autonomous driving vehicles.
The Group sells sensor suites that combine software and hardware and can be directly applied in a wide
range of vehicles. Revenue from the sales of sensor suites is recognized generally at a point in time when the
products are delivered to and are accepted by customers. Prior to 2023, when the Group had a right to
repurchase sensor suites from the customer, the Group did not recognize revenue until the repurchase right no
longer existed, which was generally the point in time when the customer consumed or resold the products to
another party.
(ii) Autonomous driving related operational and technical support services
The Group provides optional operational assistance services to assist the customers in operating the
autonomous driving vehicles for a specified period after acceptance, extended warranty of maintenance
services and technical support services to enhance the autonomous driving functions based on the customer’s
specifications. These optional services are accounted for as separate performance obligations. Revenue from
the provision of these optional services is recognized over the service period, which vary from several months
to three years, using a time-elapsed measure of progress.
In some circumstances, the Group also provides autonomous driving related technical support services
based on customer’s request. Revenue from the provision of technical support services is recognized over the
service period, which generally vary from several months to three years, using a time-elapsed measure of
progress.
(iii) Other technology services
ADAS R&D services
Commencing in 2022, the Group provides customized ADAS R&D services for automotive
customers based on automotive customers’ specific requirement. Revenue from the provision of these
services for which the Group’s performance does not create an asset with an alternative use to the Group
and the Group has an enforceable right to payment for performance completed to date, is recognized
over time. Such revenue is recognized by measuring the progress towards complete satisfaction of the
performance obligation using input method, which is based on the proportion of the costs incurred for
the work performed to date relative to the estimated total costs to complete the contract. Revenue from
the provision of these services for which the Group does not have an enforceable right to payment for
performance completed to date, is recognized at point in time when the Group completes such services.
Generally, the Group’s contracts with its customers do not include any variable consideration.
One exception is for the contract in relation to the ADAS R&D services, under which the Group is
entitled to royalties from the customer based on the amount of actual sales made by that customer above
a minimum sales threshold. The Group estimates the amount of royalties using the most likely amount
method and includes the estimated amount in the transaction price to the extent that it is highly probable
that a significant reversal in the amount of cumulative revenue recognized will not occur when the
uncertainty associated with the royalties is subsequently resolved. Based on the Group’s estimate, no
revenue has been recognized in relation to such variable consideration for the years presented due to the
uncertainty to achieve the minimum sales threshold. At the end of each subsequent reporting period, the
Group updates the estimate and therefore the transaction price accordingly.
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 609 ---
Intelligent data services
Commencing in 2024, the Group provides customized intelligent data services for customers
based on their business needs. Revenue from the provision of these services is recognized over time
since the customers simultaneously receive and consume the benefits as the Group performs. Such
revenue is recognized by measuring the progress towards complete satisfaction of the performance
obligation using either input method or output method, whichever is appropriate.
To some extent, the Group arranges such services where it assists its customers in finding a
provider to complete such services requested by the customers. The Group concludes that it acts as an
agent in these transactions as it is not responsible for fulfilling the promise to provide such services, nor
does the Group have the ability to control the related services. The Group earns a service fee, which is
the difference between the amount paid by the customers to the Group and the amount paid to the service
provider by the Group. Receivables from payments made on behalf of customers represented the amount
paid to service provider in advance by the Group on behalf of its customers, see Note 18.
(iv) Government grants
Government grants are recognized in the statement of financial position initially when there is
reasonable assurance that they will be received and that the Group will comply with the conditions attaching
to them. Grants that compensate the Group for expenses incurred are recognized as income in profit or loss
on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group
for the cost of an asset are deducted from the carrying amount of the asset and consequently are effectively
recognized in profit or loss over the useful life of the asset by way of reduced depreciation expense.
(y) Foreign currency translation
Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the
transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign
exchange rates ruling at the end of the years/periods presented. Exchange gains and losses are recognized in profit
or loss and presented outside the operating results in the consolidated statements of profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are
translated using the foreign exchange rates ruling at the transaction dates. The transaction date is the date on which
the Group initially recognizes such non-monetary assets or liabilities. Non-monetary assets and liabilities
denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling
at the dates the fair value was measured.
The results of foreign operations are translated into RMB at the average exchange rates for the period.
Statement of financial position items are translated into RMB at the foreign exchange rates at the end of the
years/periods presented. The resulting exchange differences are recognized in other comprehensive income and
accumulated separately in equity in the translation reserve.
On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign
operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognized.
(z) Research and development expenses
Research and development expenses are expensed as incurred. Research and development costs consist
primarily of personnel-related expenses associated with engineering personnel and consultants responsible for the
design, development and testing of the Group’s autonomous driving technology platform and autonomous driving
vehicles, depreciation of equipment used in research and development and allocated overhead costs.
The Group determined that the expenditure on development activities incurred during the years/periods
presented did not meet the capitalization criteria, because, among others, the Group cannot demonstrate, at the time
when the development expenditure was incurred, the development activities would generate probable future
economic benefits.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 610 ---
Autonomous driving technology is an emerging technology and has potential to be applied in a wide range of
different use cases. The Group faces significant challenges and uncertainty as to whether it can successfully develop
and, more importantly, commercialize its autonomous driving technology platform and autonomous driving vehicles,
due to expectations for better-than-human driving performance, considerable capital requirements, long lead time in
development, specialized skills and expertise requirements of personnel, inconsistent and evolving regulatory
frameworks, a need to build public trust and brand image and real-world operation of an entirely new technology.
While certain autonomous driving use cases are already in the early stages of commercialization and the Group
started to generate revenue since 2020, as the Group’s development activities moved on to cater for more challenging
use cases involving more complex road conditions, the level of uncertainties from the above sources remain high. As
such, the Group cannot demonstrate these activities would generate probable future economic benefits.
(aa) Borrowing costs
Borrowing costs are expensed in which they are incurred.
(bb) Interest income
Interest income is recognized using the effective interest method and presented outside the operating results
in the consolidated statements of profit or loss.
(cc) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision makers, who are responsible for allocating resources and assessing performance of the operating
segments and making strategic decisions. The Group’s chief operating decision makers have been identified as the
executive directors of the Company, who review the consolidated results of operations when making decisions about
allocating resources and assessing performance of the Group as a whole.
For the purpose of internal reporting and management’s operation review, the chief operating decision-makers
and management personnel do not segregate the Group’s business by product or service lines. Hence, the Group has
only one operating segment. In addition, the Group does not distinguish between markets or segments for the purpose
of internal reporting. As the Group’s assets and liabilities are substantially located in the PRC, substantially all
revenues are earned and substantially all expenses incurred in the PRC, no geographical segments are presented.
(dd) Related parties
(a) A person, or a close member of that person’s family, is related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or the Group’s parent.
(b) An entity is related to the Group if any of the following conditions applies:
(i) The entity and the Group are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of
a member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 611 ---
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the Group’s parent.
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
3 ACCOUNTING ESTIMATES AND JUDGMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
addressed below.
(a) Fair value of warrant liabilities
The Group measures the warrant liabilities (Note 2(s)) at fair value. There are no quoted prices in an active
market, the fair value of warrant liabilities is established with the assistance of an independent valuer using generally
accepted valuation techniques. The assumptions adopted by the independent valuer in the valuation models make
maximum use of market inputs. However, it should be noted that some inputs, such as the fair value of the Company’s
ordinary shares and the estimated probability of the occurrence of triggering events, require management estimates.
Management’s estimates and assumptions are reviewed periodically and are adjusted if necessary. Should any of the
estimates and assumptions change, it may lead to a change in the fair value of warrant liabilities.
(b) Share-based compensation
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is estimated using a model which requires
the determination of the appropriate inputs. The Group has to estimate the forfeiture rate in order to determine the
amount of share-based compensation expenses charged to the statement of profit or loss. The Group had to estimate
the vesting periods of the share awards which were variable and subject to an estimate of when an IPO of the
Company would occur before it completed its IPO in October 2024. The assumptions and models used for estimating
the fair value of share-based compensation are disclosed in Note 30.
4 SEGMENT REPORTING
For the purpose of resources allocation and performance assessment, the chief operating decision maker
(“CODM”) reviews the overall results and financial position of the Group as a whole. Accordingly, the Group has
only one operating segment and no further discrete financial information nor analysis of this single segment is
presented.
Geographic information
The Company is an investment holding company incorporated in the Cayman Islands and the principal place
of the Group’s business operation is in the PRC. No geographical information is presented as the Group’s revenue
and non-current assets are predominately generated/located in the PRC.
5 REVENUE
The principal activities of the Group are (i) the sales of autonomous driving vehicles, primarily including
robobuses, robotaxis, robosweepers and related sensor suites; and (ii) the provision of autonomous driving related
operational and technical support services; and (iii) the provision of other technology services, including ADAS R&D
services and intelligent data services.
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 612 ---
(i) Disaggregation of revenue
The Group generally sells autonomous driving vehicles to customers with provision of accompanying
operational and technical support services. The following table sets forth the breakdown of disaggregation of revenue
from contracts with customers by categories of vehicles and related services:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Disaggregated by major
products or service lines:
Sales of robotaxis and related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,303 29,379 47,832 13,357 62,030
Sales of other vehicles and
related services
– Robobus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118320,240 94,914 79,688 43,026 25,152
– Robosweeper /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,801 7,642 55,320 11,536 33,850
– Robovan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,540 13,393 3,263 2,900
Other technology services /H1118/H1118/H1118/H1118/H1118157,199 262,369 164,901 79,116 75,683
527,543 401,844 361,134 150,298 199,615
Disaggregation of revenue from contracts with customers by products or service lines and timing of revenue
recognition are as follows:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Disaggregated by major
products or service lines:
Autonomous driving related
operational and technical
support services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,627 85,285 108,523 50,137 54,651
Other technology services /H1118/H1118/H1118/H1118/H1118157,199 262,369 164,901 79,116 75,683
Provision of services /H1118/H1118/H1118/H1118/H1118/H1118/H1118189,826 347,654 273,424 129,253 130,334------ ------ ------ ------ ------
Sales of autonomous driving
vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118337,717 54,190 87,710 21,045 69,281
527,543 401,844 361,134 150,298 199,615
Timing of revenue recognition
Point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118337,717 54,190 87,710 21,045 73,335
Over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,826 347,654 273,424 129,253 126,280
527,543 401,844 361,134 150,298 199,615
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 613 ---
The major customers, which individually contributed more than 10% of total revenue of the Group during the
Track Record Period are as follows. Details of concentrations of credit risk of the Group are set out in Note 31(a).
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830% 55% 24% 45% *
Customer B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 % ****
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 8 % ****
Customer D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 % ****
Customer E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118**** 1 7 %
Customer F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118**** 1 3 %
* Represents that the amount of aggregated revenue from such customer is individually less than 10% of
the total revenue for respective year and period.
(ii) Revenue expected to be recognized in the future arising from contracts with customers in existence as
of the reporting date.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, the aggregated amount of the transaction price
allocated to the remaining performance obligations under the Group’s existing contracts were RMB401.5 million,
RMB263.8 million, RMB88.3 million and RMB108.7 million, respectively. This amount represents revenue expected
to be recognized in the future from autonomous driving related operational and technical support services and other
technology services contracts entered into by the customers with the Group. The Group will recognize the expected
revenue over the next one to three years.
The Group has applied the practical expedient in paragraph 121(a) of IFRS 15 such that the above information
does not include any remaining performance obligations are part of a contract that has an original expected duration
of one year or less. The above information also does not include any amount of royalties under an arrangement with
a customer as described in Note 2 (x)(ii).
6 OTHER NET INCOME
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,658 14,399 14,132 6,904 450
Net (loss)/gain on disposal of
non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(950) (1,087) 1,013 – (109)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588 2,438 1,346 1,035 2,680
19,296 15,750 16,491 7,939 3,021
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 614 ---
7 EXPENSES BY NATURE
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Payroll and employee benefits
(Note 7(i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118802,355 1,497,459 1,953,723 614,013 693,153
Cost of goods sold (Note 16(b)) /H1118 192,523 34,138 71,716 17,157 35,461
Depreciation and amortization
(Note 7(ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,552 89,610 101,131 48,883 73,027
Professional services fee /H1118/H1118/H1118/H1118/H1118/H111853,099 36,572 80,742 13,563 73,656
Service fee from a related party
(Note 33) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,274 111,532 90,055 65,557 32,379
Outsourcing service fee /H1118/H1118/H1118/H1118/H1118/H1118/H111827,834 43,239 67,438 26,189 61,734
Utilities and property
management fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,210 31,978 35,698 14,042 24,823
Listing expense relating to the
public offering on Nasdaq /H1118/H1118/H111810,712 10,346 24,622 3,634 –
Listing expense relating to the
Hong Kong public offering /H1118/H1118/H1118 – – 1,814 – 29,068
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,814 88,705 107,205 40,758 66,612
Total cost of revenue, research
and development expenses,
administrative expenses and
selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,314,373 1,943,579 2,534,144 843,796 1,089,913
Notes:
(i) Payroll and employee
benefits:
Salaries, allowances, bonus
and benefits in kind /H1118/H1118/H1118/H1118/H1118460,221 544,968 728,373 307,892 445,452
Contributions to defined
contribution retirement
plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,705 20,707 37,483 14,221 28,179
Share-based compensation
expenses (Note 30) /H1118/H1118/H1118/H1118/H1118325,429 931,784 1,187,867 291,900 219,522
802,355 1,497,459 1,953,723 614,013 693,153
(ii) Depreciation and
amortization:
Property and equipment
(Note 11) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,519 49,090 58,312 28,912 45,372
Right-of-use assets
(Note 12) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,748 36,205 38,484 17,810 25,417
Intangible assets (Note 13) /H1118/H1118 4,285 4,315 4,335 2,161 2,238
86,552 89,610 101,131 48,883 73,027
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 615 ---
8 OTHER FINANCE COSTS
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Interest on bank loans
(Note 21(c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 525 – 1,307
Interest on lease liabilities
(Note 21(c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,574 2,853 2,276 1,034 1,660
Changes in the carrying amount
of put option liabilities
(Note 21(c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118628 637 650 322 325
4,202 3,490 3,451 1,356 3,292
9 INCOME TAX
(a) Taxation in the consolidated statements of profit or loss represent:
The Group had no current income tax expense for the year ended December 31, 2022, as the entities in the
Group had no taxable income in the year. The Group provided the current income tax expense of RMB2.9 million,
RMB5.9 million, RMB1.6 million and RMB1.9 million for the years ended December 31, 2023, 2024 and for six
months ended June 30, 2024 and 2025, respectively, which represented 1) the withholding tax levied at 10% on
interest income earned by the Company in the Cayman Islands and the Group’s subsidiary in Hong Kong which is
a non-PRC resident according to the relevant rules and regulations of the Chinese Mainland, and 2) the withholding
tax levied at 30% on interest income earned by the Company in the U.S. which is a non-U.S. resident according to
the relevant rules and regulations of the U.S.
Reconciliation between tax expense and accounting loss at applicable tax rates:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Loss before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,298,496) (1,946,235) (2,510,940) (880,109) (789,640)
Notional tax benefit on loss
before taxation, calculated at
the rates applicable to losses in
the jurisdictions concerned /H1118/H1118/H1118(102,152) (292,888) (438,268) (127,329) (159,098)
Tax effect of non-deductible
share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,106 205,417 230,195 64,316 36,778
Tax effect of additional deduction
on research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,066) (76,498) (111,813) (50,456) (108,794)
Tax effect of preferential income
tax rate applicable to
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,396 47,479 73,651 18,748 33,688
Tax effect of non-taxable interest
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,479) (14,467) (19,894) (11,524) (3,299)
Tax effect of withholding tax on
interest income (Note (iii)(iv)) /H1118 – 2,826 5,868 1,591 1,877
Tax effect of unused tax losses
and deductible temporary
differences not recognized /H1118/H1118/H111873,195 130,997 266,129 106,245 200,725
– 2,866 5,868 1,591 1,877
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 616 ---
Notes:
(i) The Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital
gain.
(ii) Hong Kong
Under the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiary in Hong Kong is
subject to Hong Kong Profits Tax at the rate of 16.5% of the estimated assessable profit generated from
the operations in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where the
first Hong Kong Dollar (“HKD”) 2.0 million of assessable profits earned by a company will be taxed
at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%.
No provision for Hong Kong Profits Tax has been made, as the subsidiary of the Group incorporated in
Hong Kong did not have assessable profits which are subject to Hong Kong Profits Tax for the Track
Record Period.
(iii) the U.S.
Under the United States Internal Revenue Code, the subsidiary of the Group established in the U.S. is
subject to a unified Federal CIT rate of 21% and state income and franchise tax of 8.84%.
Interest income derived by the Company in the Cayman Islands from the U.S. is subject to 30% U.S.
federal withholding tax.
(iv) the PRC
Under the PRC Corporate Income Tax (“CIT”) Law, the subsidiaries of the Group established in the PRC
and the former VIE are subject to a unified statutory CIT rate of 25%, unless otherwise specified.
Guangzhou Wenyuan and Wenyuan Jingxing had obtained approvals from the tax bureau to be taxed as
enterprises with advanced and new technologies for the period from the calendar years from 2022 to
2024 and from 2024 to 2026, respectively, and therefore enjoyed a preferential PRC CIT rate of 15%
during the Track Record Period. Guangzhou Wenyuan is re-applying for the certificate as an enterprise
with advanced and new technologies.
Interest income derived by the Company in the Cayman Islands and the Group’s subsidiary in Hong
Kong from the Chinese Mainland are subject to CIT on a withholding basis at rate of 10%.
No provision for income taxes has been made during the Track Record Period, as the Company and its
subsidiaries, and the former VIE and its subsidiaries have either sustained loss for tax purpose or their
unused tax losses were sufficient to cover their estimated assessable profits for the year/period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 617 ---
(b) Deferred tax assets and liabilities recognized
(i) Movements of each component of deferred tax assets and liabilities:
Assets Liabilities
Deferred tax arising from: Tax losses
Lease
liabilities Total
Intangible
assets
Right-of-use
assets Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As of January 1, 2022 /H1118/H1118/H1118/H11184,054 9,794 13,848 (7,479) (9,858) (17,337)
(Charged)/credited to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(903) (2,721) (3,624) 998 2,626 3,624
As of December 31, 2022 /H1118/H1118 3,151 7,073 10,224 (6,481) (7,232) (13,713)
(Charged)/credited to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(370) 658 288 998 (1,286) (288)
As of December 31, 2023 /H1118/H1118 2,781 7,731 10,512 (5,483) (8,518) (14,001)
(Charged)/credited to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(401) 299 (102) 997 (895) 102
As of December 31, 2024 /H1118/H1118 2,380 8,030 10,410 (4,486) (9,413) (13,899)
(Charged) /credited to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 (1,028) (1,013) 498 515 1,013
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H11182,395 7,002 9,397 (3,988) (8,898) (12,886)
(ii) Reconciliations to the consolidated statements of financial position:
As of December 31,
As of
June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets in the
consolidated statements of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,992 1,994 997 498
Net deferred tax liabilities in the
consolidated statements of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,481) (5,483) (4,486) (3,988)
(c) Deferred tax assets not recognized
The Group has not recognized deferred tax assets in respect of cumulative tax losses, including deductible
temporary differences, whose expiry dates are:
As of December 31,
As of
June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,072 11,174 32,408 52,044
More than 1 year but within 5 years /H1118/H1118/H1118317,335 626,232 1,147,924 1,088,030
More than 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,517,663 2,031,678 3,082,867 4,185,189
1,853,070 2,669,084 4,263,199 5,325,263
Management is of opinion that it is not probable that future taxable profits against which the losses above can
be utilised will be available in the relevant tax jurisdiction and entity.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 618 ---
10 LOSS PER CLASS A AND CLASS B ORDINARY SHARE
(a) Basic loss per Class A and Class B ordinary share
The calculation of basic loss per Class A and Class B ordinary share is based on the loss attributable to ordinary
equity shareholders of the Company divided by weighted-average number of Class A and Class B ordinary shares
outstanding.
In August 2024, the Company issued 12,806,568 ordinary shares to holders of Series D and Series D+ preferred
shares at par value of USD0.00001 each and the Company was entitled an option to repurchase these ordinary shares
if an IPO does not consummate on or before March 31, 2025. These ordinary shares were contingently returnable
upon issuance; as such they were not initially treated as “outstanding” for the calculation of basic loss per ordinary
share and were excluded from the calculation of loss per ordinary share amounts prior to the consummation of the
IPO. However, upon the consummation of the IPO in October 2024 and consequently those shares were no longer
subject to recall, the weighted average numbers of ordinary shares for the purpose of basic and diluted loss per share
for the years presented have been retrospectively adjusted for the bonus element in such issuance.
Upon and immediately prior to the completion of the IPO in October 2024, the Company adopted a dual-class
share structure and all of the Company’s issued ordinary shares before the completion of the IPO were re-designated
into 149,442,793 Class A ordinary shares and 54,414,873 Class B ordinary shares. For comparability in the basic and
diluted loss per share amounts for the years presented, the historical share capital structure has been re-presented to
reflect the re-designation retrospectively.
Holders of the Class A ordinary shares and Class B ordinary shares have the same rights except for voting and
conversion rights. In respect of matters requiring the votes of shareholders, the holder of Class B ordinary shares is
entitled to 40 votes per share, while the holders of Class A ordinary shares entitle to one vote per share. Each Class
B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A
ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(i) Weighted average number of Class A and Class B ordinary shares for the purpose of basic loss per Class
A and Class B ordinary share
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
Number of
shares (in’000)
Number of
shares (in’000)
Number of
shares (in’000)
Number of
shares (in’000)
Number of
shares (in’000)
Issued Class A and Class B
ordinary shares as of January 1 /H1118 103,850 103,850 105,614 105,614 826,214
Effect of bonus element in
issuance of Class A ordinary
shares to Series D and Series
D+ preferred shareholders /H1118/H1118/H1118/H111812,807 12,807 12,807 12,807 –
Effect of ordinary shares issued
(1) /H1118 897 894 34,990 – 30,191
Effect of Class A ordinary shares
issued upon IPO and exercise of
the over-allotment option /H1118/H1118/H1118/H1118/H1118– – 16,350 – –
Effect of Class A and Class B
ordinary shares converted from
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 100,188 – –
Effect of ordinary shares
repurchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(332) ––––
Effect of Class A ordinary shares
surrendered /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– *
Effect of ordinary shares deemed
to be in issue
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 24,701 1,036 50,451
Weighted average number of
Class A and Class B ordinary
shares for the year/period /H1118/H1118/H1118117,222 117,551 294,650 119,457 906,856
* Represents amounts less than RMB1,000.
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 619 ---
Note:
(1) As disclosed in Note 29(a)(xiii), during the six months ended June 30, 2025, the Company issued
60,000,000 Class A ordinary shares to its share depositary bank to be used to settle vested RSUs and
share options upon their exercise. These Class A ordinary shares are legally issued and outstanding but
are treated as shares held for the 2018 Share Plan for accounting purposes. As of June 30, 2025,
35,980,422 Class A ordinary shares had been used to settle the aforesaid vested RSUs and share options,
and the remaining 24,019,578 Class A ordinary shares have been excluded from the computation of loss
per Class A and Class B ordinary shares.
(2) The ordinary shares deemed to be in issue represent the vested RSUs granted to qualified directors and
employees.
(ii) Calculations of basic loss per Class A and Class B ordinary share
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Loss for the year/period (in
RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,298,496) (1,949,101) (2,516,808) (881,700) (791,517)
Deemed distribution to a
preferred shareholder (in
RMB’000) (Note 27(ii)) /H1118/H1118/H1118/H1118/H1118– (32,767) – – –
Loss attributable to ordinary
shareholders of the Company
(in RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,298,496) (1,981,868) (2,516,808) (881,700) (791,517)
Weighted average number of
Class A and Class B ordinary
shares in issue (in ’000) /H1118/H1118/H1118/H1118/H1118117,222 117,551 294,650 119,457 906,856
Basic loss per Class A and Class
B ordinary share (in RMB) /H1118/H1118/H1118(11.08) (16.86) (8.54) (7.38) (0.87)
(b) Diluted loss per Class A and Class B ordinary share
There was no difference between basic and diluted loss per Class A and Class B ordinary share during the Track
Record Period due to the anti-dilutive effects of: (1) preferred shares and other financial instruments subject to
redemption and other preferential rights issued by the Company (Note 23); (2) non-redeemable preferred shares (Note
29); and (3) the share options (Note 30) and (4) financial liabilities measured at FVTPL (Note 27).
11 PROPERTY AND EQUIPMENT
Leasehold
improvement
Office
equipment
and
electronic
equipment Machinery Motor vehicles
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost
As of January 1, 2022 /H1118/H1118/H1118/H111829,293 21,148 103,327 29,231 634 183,633
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,550 47,154 10,367 14,188 4,211 80,470
Transfer in/(out) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,365 1,434 (4,799) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (162) (3,067) (7,275) – (10,504)
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,654 455 3,275 671 2 6,057
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 620 ---
Leasehold
improvement
Office
equipment
and
electronic
equipment Machinery Motor vehicles
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As of December 31, 2022 /H1118/H111835,497 68,595 117,267 38,249 48 259,656
------ ------ ------ -- ---- ----- -------
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,633 19,563 11,185 1,884 142 36,407
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (291) (4,119) (5,519) – (9,929)
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118332 100 694 165 1 1,292
As of December 31, 2023 /H1118/H111839,462 87,967 125,027 34,779 191 287,426
------ ------ ------ -- ---- ----- -------
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,739 61,440 12,866 5,148 68 89,261
Transfer in/(out) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 78 132 (210) –
Transfers from inventories /H1118/H1118 – – – 50,286 – 50,286
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (120) (609) (8,062) (49) (8,840)
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118297 104 671 158 – 1,230
As of December 31, 2024 /H1118/H111849,498 149,391 138,033 82,441 – 419,363
------ ------ ------ -- ---- ----- -------
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,783 104,129 4,822 2,279 – 122,013
Transfers from inventories /H1118/H1118 – – – 28,597 – 28,597
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (6) – (1,897) – (1,903)
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(84) (32) (206) (52) – (374)
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H111860,197 253,482 142,649 111,368 – 567,696
------ ------ ------ -- ---- ----- -------
Accumulated depreciation:
As of January 1, 2022 /H1118/H1118/H1118/H1118(12,233) (12,099) (60,983) (13,267) – (98,582)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,231) (10,463) (25,213) (7,612) – (50,519)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 90 1,987 5,311 – 7,388
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(944) (411) (2,373) (337) – (4,065)
As of December 31, 2022 /H1118/H1118(20,408) (22,883) (86,582) (15,905) – (145,778)
------ ------ ------ -- ---- ----- -------
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,651) (20,964) (12,709) (6,766) – (49,090)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 106 2,786 4,047 – 6,939
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(251) (88) (502) (82) – (923)
As of December 31, 2023 /H1118/H1118(29,310) (43,829) (97,007) (18,706) – (188,852)
------ ------ ------ -- ---- ----- -------
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,202) (29,478) (12,435) (8,197) – (58,312)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 21 56 6,910 – 6,987
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(286) (88) (523) (110) – (1,007)
As of December 31, 2024 /H1118/H1118(37,798) (73,374) (109,909) (20,103) – (241,184)
------ ------ ------ -- ---- ----- -------
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,559) (25,786) (5,196) (9,831) – (45,372)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–3– 5 0 1– 504
Effect of movement in
exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884 27 176 37 – 324
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118(42,273) (99,130) (114,929) (29,396) – (285,728)
------ ------ ------ -- ---- ----- -------
Carrying amounts:
As of December 31, 2022 /H1118/H111815,089 45,712 30,685 22,344 48 113,878
As of December 31, 2023 /H1118/H111810,152 44,138 28,020 16,073 191 98,574
As of December 31, 2024 /H1118/H111811,700 76,017 28,124 62,338 – 178,179
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H111817,924 154,352 27,720 81,972 – 281,968
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 621 ---
12 RIGHT-OF-USE ASSETS
Properties Motor vehicles Total
RMB’000 RMB’000 RMB’000
Cost
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124,111 8,734 132,845
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,649 – 6,649
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,179) – (1,179)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H11182,665 – 2,665
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,246 8,734 140,980------ ----- -------
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,271 – 23,271
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,035) – (6,035)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118585 – 585
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,067 8,734 158,801------ ----- -------
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,159 4,488 63,647
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(60,738) (5,059) (65,797)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118300 – 300
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,788 8,163 156,951------ ----- -------
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,852 5,524 33,376
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,626) – (19,626)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H111818 – 18
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,032 13,687 170,719------ ----- -------
Accumulated depreciation:
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(42,572) (2,012) (44,584)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,035) (1,713) (31,748)
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,179 – 1,179
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,417) – (1,417)
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(72,845) (3,725) (76,570)------ ----- -------
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,630) (1,575) (36,205)
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,035 – 6,035
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118(403) – (403)
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(101,843) (5,300) (107,143)------ ----- -------
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(36,609) (1,875) (38,484)
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,531 4,848 62,379
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118(139) – (139)
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(81,060) (2,327) (83,387)------ ----- -------
Charge for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,601) (816) (25,417)
Derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,078 – 11,078
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118(42) – (42)
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,625) (3,143) (97,768)------ ----- -------
Carrying amounts:
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,401 5,009 64,410
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,224 3,434 51,658
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,728 5,836 73,564
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,407 10,544 72,951
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 622 ---
The analysis of expense items in relation to leases recognized in profit or loss is as follows:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Depreciation charge of right-of-use
assets by class of underlying
asset:
Properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,035 34,630 36,609 16,937 24,601
V ehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,713 1,575 1,875 873 816
31,748 36,205 38,484 17,810 25,417
Interest on lease liabilities
(Note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,574 2,853 2,275 1,034 1,660
Expense relating to short-term
leases and other leases with
remaining lease term ending on
or before December 31/
June 30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,366 933 1,686 347 1,513
36,688 39,991 42,445 19,191 28,590
Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in Note 21(d)
and Note 22, respectively.
Notes:
(i) Properties
The Group leases properties for its office premises, staff accommodations and garage. The leases of
offices and parking space typically run for a period of one to five years.
(ii) V ehicles
The Group leases vehicles with lease terms of five years.
13 INTANGIBLE ASSETS
Patent Software Total
RMB’000 RMB’000 RMB’000
Cost
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,900 2,267 34,167
Purchases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,881 1,881
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 103 103
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,900 4,251 36,151----- ----- ------
Purchases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 304 304
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (101) (101)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 0 20
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,900 4,474 36,374----- ----- ------
Purchases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,504 1,504
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (103) (103)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 9 19
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 623 ---
Patent Software Total
RMB’000 RMB’000 RMB’000
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,900 5,894 37,794----- ----- ------
Purchases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 1 7 117
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4) (4)
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,900 6,007 37,907----- ----- ------
Accumulated amortization:
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,994) (1,179) (3,173)
Amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,988) (297) (4,285)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (90) (90)
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,982) (1,566) (7,548)----- ----- ------
Amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,987) (328) (4,315)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 101 101
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (18) (18)
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,969) (1,811) (11,780)----- ----- ------
Amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,988) (347) (4,335)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 2
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (17) (17)
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,957) (2,173) (16,130)----- ----- ------
Amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,994) (244) (2,238)
Effect of movement in exchange rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 5
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,951) (2,412) (18,363)----- ----- ------
Carrying amounts:
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,918 2,685 28,603
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,931 2,663 24,594
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,943 3,721 21,664
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,949 3,595 19,544
14 GOODWILL
The Group’s goodwill arises from its business acquisition in 2021. As the acquisition gave an extra boost to
the Group’s research and development capabilities, the business of the acquired companies was integrated into the
Group’s businesses to provide autonomous driving technology related solutions after the business acquisition. The
Group has determined that the overall business constitutes one single CGU, namely the “Auto-driving CGU”. All
goodwill arising from the business acquisition in 2021 has been allocated to the Auto-driving CGU.
Impairment test of goodwill
The recoverable amounts of the Auto-driving CGU are determined based on the higher of value-in-use and the
fair value less costs of disposal. These calculations use cash flow projections based on financial budgets approved
by the management covering a period of five years. Cash flows beyond the budget period are extrapolated using a
terminal growth rate which is consistent with long-term average growth rates for the business in which the
Auto-driving CGU operates. The cash flows are discounted using a pre-tax discount rate which reflects specific risks
relating to the Auto-driving CGU.
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 624 ---
Key assumptions used for the impairment test of goodwill were as follows:
As of December 31, As of June 30,
2022 2023 2024 2025
Pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.2% 19.5% 18.6% 19.0%
Terminal growth rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0% 2.2% 2.0% 2.0%
As of December 31, 2022, 2023 and 2024 and June 30, 2025, the headroom calculated based on the recoverable
amount deducting the carrying amount of the Auto-driving CGU was RMB16,947 million, RMB19,759 million,
RMB11,320 million and RMB11,576 million, respectively.
The Group performed a sensitivity analysis based on reasonably possible changes in the key assumptions
disclosed above. As of December 31, 2022, 2023, and 2024 and June 30, 2025, it is estimated that a 5% increase in
pre-tax discount rate, with all other variables held constant, would have decreased the headroom by RMB7,114.2
million, RMB9,034.7 million, RMB6,962.5 million and RMB6,943.8 million, respectively; while a 1% decrease in
terminal growth rate, with all other variables held constant, would have decreased the headroom by RMB601.0
million, RMB730.0 million, RMB609.0 million and RMB610.5 million, respectively. None of these reasonably
possible changes in the key assumptions would cause the carrying amount, including goodwill, of the Auto-driving
CGU to exceed its recoverable amount as of December 31, 2022, 2023 and 2024 and June 30, 2025. Therefore,
management determined that goodwill was not impaired as of December 31, 2022, 2023 and 2024 and June 30, 2025.
15 RESTRICTED CASH
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-Current
Deposits for renting office (Note (i)) /H1118/H1118/H1118/H111811,004 1,575 6,635 6,607
Deposits for others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,034 5,535
11,004 1,575 9,669 12,142
Current
Deposits for renting office (Note (i)) /H1118/H1118/H1118/H1118 – 6,537 – –
Credit card and other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,393 3,657 4,814 3,273
1,393 10,194 4,814 3,273
Note:
(i) Deposits for renting office represents cash held in collateral bank accounts in the U.S. with designated
usage of deposits for renting office.
16 INVENTORIES
(a) Inventories comprise:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Production supplies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,024 58,151 76,961 73,047
Work in progress (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,981 160,069 127,744 216,882
156,005 218,220 204,705 289,929
Note:
(i) Work in progress represents vehicles in the process of landing deployment for sale.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 625 ---
(b) The analysis of the amount of inventories recognized as cost of revenue and included in profit or loss is
as follows:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Carrying amounts of inventories
sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118192,523 27,739 46,055 12,899 34,070
Write down of inventories /H1118/H1118/H1118/H1118/H1118– 6,399 25,661 4,258 1,391
192,523 34,138 71,716 17,157 35,461
17 CONTRACT ASSETS AND CONTRACT LIABILITIES
(a) Contract assets
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract assets
Arising from sales of autonomous driving
vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,870 14,751 19,933 23,689
Arising from provision of services /H1118/H1118/H1118/H1118/H11187,759 77,841 18,280 23,625
Less: loss allowance (Note 31(a)) /H1118/H1118/H1118/H1118/H1118(585) (9,516) (9,647) (11,978)
116,044 83,076 28,566 35,336
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,597 82,826 28,005 35,336
Non-current portion (Note 19) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,447 250 561 –
All of the amounts are expected to be recovered within one year from the end of each of the reporting period,
except for the amounts of RMB23.4 million, RMB250 thousand, RMB561 thousand as of December 31, 2022, 2023
and 2024, respectively, related to retentions included in other non-current assets, which are expected to be recovered
over one year. No such amounts were recognized as of June 30, 2025.
The Group typically agrees to a retention period between one to three years for the sales of autonomous driving
vehicles after the autonomous driving vehicles have been accepted by the customers upon the completion of the
landing deployment services by the Group. The related retentions are included in the contract assets until the end of
the retention period as the Group’s entitlement to the retentions is conditional on the Group’s work satisfactorily
passing retention period. Based on historical experience, the Group was able to collect the retentions.
In addition, the Group’s service contracts include payment schedules which require stage payments over the
service period once the milestones are reached.
(b) Contract liabilities
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract liabilities
– Billings in advance of performance /H1118/H1118/H1118 4,200 12,498 2,119 2,090
– Billings in advance of goods
transferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,357 28,484
4,200 12,498 4,476 30,574
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 626 ---
All of the contract liabilities are expected to be recognized as revenue within one year and the amount of
RMB4.2 million and RMB12.5 million included in contract liabilities as of December 31, 2022 and 2023 were
recognized as revenue in the years ended December 31, 2023 and 2024, respectively, and RMB2.0 million included
in contract liabilities as of December 31, 2024 was recognized as revenue in the six months ended June 30, 2025.
18 TRADE RECEIV ABLES, PREPAYMENTS AND OTHER RECEIV ABLES
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246,694 302,482 318,044 304,761
Less: loss allowance (Note 31(a)) /H1118/H1118/H1118/H1118/H1118(10,304) (35,549) (65,437) (63,389)
Trade receivables, net of loss
allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,390 266,933 252,607 241,372------ ------ ------ ------
Receivables from payments made on
behalf of customers, net of allowance /H1118 – 52,952 31,917 22,814
Receivables from loans to employees
(Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,859 18,501 –
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 63,811 50,418 22,814------ ------ ------ ------
Trade and other receivables at
amortized cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,390 330,744 303,025 264,186
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,335 49,955 67,542 46,151
Refundable value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,072 49,493 64,678 96,596
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,052 29,271 15,014 25,566
Prepayments and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,459 128,719 147,234 168,313------ ------ ------ ------
Prepayments and other receivables /H1118/H1118/H1118 74,459 192,530 197,652 191,127
Total trade receivables, prepayments
and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118310,849 459,463 450,259 432,499
Note:
(i) In June 2023, the Group provided a one-year loan with a principal amount of USD1.5 million
(equivalent to RMB10.9 million) to an employee at an interest rate of 4.43%. The principal of USD1.0
million was repaid in 2024, and the remaining principal of USD0.5 million and the cumulative interest
of USD80 thousand was repaid in May 2025.
In December 2024 and January 2025, the Group provided one-year loans with total principal amount of
USD2.0 million (equivalent to RMB14.6 million) and USD50 thousand (equivalent to RMB359
thousand) respectively, to another employee at an interest rate of 4.30%.
The principal of USD2.05 million and the cumulative interest of USD26 thousand was repaid in April
2025.
All of the trade and other receivables are expected to be recovered or recognized as expense within one year.
Trade receivables are normally due within 30 to 90 days from the invoice date. Further details on the Group’s credit
policy are set out in Note 31(a).
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 627 ---
Aging analysis
As at the end of each reporting period, the aging analysis of trade receivables based on the invoice date, is as
follows:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118242,168 182,978 179,986 175,043
More than 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,526 119,504 138,058 129,718
246,694 302,482 318,044 304,761
19 OTHER NON-CURRENT ASSETS
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Prepayment for leasing motor vehicles /H1118 20,257 19,327 18,239 11,942
Prepayment for property and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,569 1,505 1,225 8,742
Contract assets-non-current, net of
allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,447 250 561 –
46,273 21,082 20,025 20,684
20 FINANCIAL ASSETS AT FVTPL
The Group
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current
– Investment in a listed company
(Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 56,919 40,871
– Investment in a private investment
fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 17,280
– – 56,919 58,151
Current
– Non-equity investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,218,524 317,042 1,685,146 1,735,333
1,218,524 317,042 1,742,065 1,793,484
The Company
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current
– Investment in a listed company /H1118/H1118/H1118/H1118 – – 56,919 40,871
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 628 ---
The non-equity investments represent wealth management products issued by banks with variable
returns. The variable returns of these wealth management products are determined by the performance of
underlying assets including government bonds and money market funds. These financial assets are measured
at fair value with changes recorded through profit or loss.
Notes:
(i) In June 2024, the Company committed to subscribe 4,416,000 ordinary shares of a listed company
with a total consideration of USD20.0 million, or USD4.53 per share. The Group paid the
subscription consideration and received the shares in July 2024. The investment was initially
recorded at USD20.0 million (equivalent to RMB138.7 million) and subsequently measured at
fair value. The Company recognized a loss of USD11.9 million and USD2.2 million (equivalent
to RMB15.9 million) in fair value change for the year ended December 31, 2024 and for the six
months ended June 30, 2025, respectively.
Please see more information about the fair value valuation in Note 31(e).
21 CASH, CASH EQUIV ALENTS AND TIME DEPOSITS
(a) Cash, cash equivalents and time deposits comprise:
The Group
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,233,691 1,661,152 4,268,300 3,836,137
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,057,292 2,550,279 620,148 251,733
The Company
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,326,502 770,140 602,407 310,860
RMB is not a freely convertible currency and the remittance of funds out of the PRC is subject to the exchange
restrictions imposed by the PRC government. The Group’s time deposits are denominated in USD or RMB and are
deposited with banks and other financial institutions in Chinese Mainland and overseas.
(b) Reconciliation of loss before taxation to cash used in operations:
For the year ended December 31,
For the six months ended
June 30,
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Loss for the year/period /H1118/H1118/H1118 (1,298,496) (1,949,101) (2,516,808) (881,700) (791,517)
Adjustments for:
– Net loss/(gain) on
disposal of
non-current assets /H1118/H1118/H1118/H1118/H11186 950 1,087 (1,013) – 109
– Impairment loss on
receivables and contract
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,696 40,217 28,664 13,424 2,800
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 629 ---
For the year ended December 31,
For the six months ended
June 30,
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
– Write down of
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(b) – 6,399 25,661 4,258 1,391
– Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(i) 325,429 931,784 1,187,867 291,900 219,522
– Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187(ii) 86,552 89,610 101,131 48,883 73,027
– Other finance costs /H1118/H1118/H1118/H11188 4,202 3,490 3,451 1,356 3,292
– Changes in the carrying
amounts of preferred
shares and other financial
instruments subject to
redemption and other
preferential rights /H1118/H1118/H1118/H1118/H1118 479,210 554,048 465,254 278,226 –
– Fair value changes of
financial liabilities
measured at FVTPL /H1118/H1118/H1118/H1118 (25,308) 4,54 9–––
– Inducement charges of
warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125,213 ––––
– Fair value changes of
financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,731) (42,960) 61,834 (4,503) (23,154)
– Net foreign exchange
gain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,162) (5,932) (557) – 2,903
– Accrued interest income /H1118 – – 41,384 3,003 (3,438)
– Income tax expense /H1118/H1118/H1118/H1118 – 2,866 5,868 1,591 1,877
Changes in:
– Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(41,452) (68,548) (62,255) (60,100) (115,003)
– Contract assets – current /H1118 (93,062) 1,717 54,410 65,406 (10,412)
– Trade receivables /H1118/H1118/H1118/H1118/H1118 (215,850) (54,076) (11,166) (29,941) 12,715
– Prepayments and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,055 (108,442) 7,859 (6,087) (17,717)
– Prepayments to and
amounts due from related
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,952 (25,031) 312 (15,302) (23,994)
– Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118 1,828 821 (2,573) 613 (958)
– Other non-current assets /H1118 (21,532) 22,002 (3,180) 2,548 2,166
– Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,485) 6,291 3,734 (3,803) 32,095
– Other payables, deposits
received and accrued
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,578 51,517 98,563 7,322 (56,456)
– Contract liabilities /H1118/H1118/H1118/H1118 381 8,298 (8,022) (2,049) 26,098
– Amounts due to related
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,615) 52,995 (68,377) (39,383) 5,206
– Other non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,266 4,375 (1,845) (1,845) –
Cash used in operations /H1118/H1118 (670,381) (472,024) (589,804) (326,183) (659,448)
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 630 ---
(c) Reconciliation of movement of liabilities to cash flows arising from financing activities
The table below details changes in the Group’s liabilities from financing activities, including both cash and
non-cash changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash
flows will be, classified into the Group’s consolidated statements of cash flows as cash flows from financing
activities.
Lease liabilities
Financial
liabilities
measured at
FVTPL
Preferred shares
and financial
instruments issued
to investors subject
to redemption
and other
preferential rights
Put option
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 22) (Note 27) (Note 23) (Note 24)
As of January 1, 2022 /H1118/H1118/H1118/H111893,833 74,357 3,790,636 39,184 3,998,010------ ------ ------- ----- -------
Changes from financing
cash flows:
Proceeds from issuance of
other financial instruments
subject to redemption and
other preferential rights /H1118/H1118 – – 2,163,410 – 2,163,410
Proceeds from issuance of
financial liabilities /H1118/H1118/H1118/H1118/H1118– 143,829 – – 143,829
Proceeds from issuance of
ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– –– –
Payment of repurchase of
redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (39,467) – (39,467)
Capital element of lease
rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,448) – – – (34,448)
Interest element of lease
rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,574) – – – (3,574)
Total changes from
financing cash flows /H1118/H1118/H1118/H1118(38,022) 143,829 2,123,943 – 2,229,750------ ------ ------- ----- -------
Exchange adjustments /H1118/H1118/H1118/H11181,839 6,550 450,748 – 459,137
Other changes:
Increase in lease liabilities
from entering into new
leases during the year /H1118/H1118/H11186,649 – – – 6,649
Increase in interest expenses /H1118 3,574 – – – 3,574
Changes in the carrying
amount of put option
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 628 628
Changes in the carrying
amounts of preferred
shares and other financial
instruments subject to
redemption and other
preferential rights /H1118/H1118/H1118/H1118/H1118/H1118– – 479,210 – 479,210
Fair value changes of
financial liabilities
measured at FVTPL /H1118/H1118/H1118/H1118/H1118– (25,308) – – (25,308)
Inducement charges of
warrants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 125,213 – – 125,213
Exercise of warrants to
subscribe for convertible
redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (252,529) 173,017 – (79,512)
Total other changes /H1118/H1118/H1118/H1118/H1118/H111810,223 (152,624) 652,227 628 510,454------
------ ------- ----- -------
As of December 31, 2022 /H1118/H1118 67,873 72,112 7,017,554 39,812 7,197,351
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 631 ---
Lease liabilities
Financial
liabilities
measured at
FVTPL
Preferred shares
and financial
instruments issued
to investors subject
to redemption
and other
preferential rights
Put option
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 22) (Note 27) (Note 23) (Note 24)
As of January 1, 2023 /H1118/H1118/H1118/H111867,873 72,112 7,017,554 39,812 7,197,351------ ------ ------- ----- -------
Changes from financing
cash flows:
Proceeds from issuance of
other financial instruments
subject to redemption and
other preferential rights /H1118/H1118 – – 485,262 – 485,262
Capital element of lease
rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(38,163) – – – (38,163)
Interest element of lease
rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,853) – – – (2,853)
Total changes from
financing cash flows /H1118/H1118/H1118/H1118(41,016) – 485,262 – 444,246------ ------ ------- ----- -------
Exchange adjustments /H1118/H1118/H1118/H1118426 1,627 124,858 – 126,911
Other changes:
Increase in lease liabilities
from entering into new
leases during the year /H1118/H1118/H111823,271 – – – 23,271
Increase in interest expenses /H1118 2,853 – – – 2,853
Changes in the carrying
amount of put option
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 637 637
Changes in the carrying
amounts of preferred
shares and other financial
instruments subject to
redemption and other
preferential rights /H1118/H1118/H1118/H1118/H1118/H1118– – 554,048 – 554,048
Fair value changes of
financial liabilities
measured at FVTPL /H1118/H1118/H1118/H1118/H1118– 4,549 – – 4,549
Deemed distribution to a
preferred shareholder /H1118/H1118/H1118/H1118 – 32,767 – – 32,767
Exercise of warrants to
subscribe for convertible
redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (111,055) – – (111,055)
Total other changes /H1118/H1118/H1118/H1118/H1118/H111826,124 (73,739) 554,048 637 507,070------
------ ------- ----- -------
As of December 31, 2023 /H1118/H1118 53,407 – 8,181,722 40,449 8,275,578
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 632 ---
Lease liabilities Bank loans
Preferred shares
and financial
instruments issued
to investors subject
to redemption
and other
preferential rights
Put option
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 22) (Note 28) (Note 23) (Note 24)
As of January 1, 2024 /H1118/H1118/H1118/H111853,407 – 8,181,722 40,449 8,275,578------ ----- -------- ----- --------
Changes from financing
cash flows:
Proceeds from bank loans /H1118/H1118 – 80,000 – – 80,000
Payment of interest of bank
loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (466) – – (466)
Capital element of lease
rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(44,976) – – – (44,976)
Interest element of lease
rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,276) – – – (2,276)
Total changes from
financing cash flows /H1118/H1118/H1118/H1118(47,252) 79,534 – – 32,282------ ----- -------- ----- --------
Exchange adjustments /H1118/H1118/H1118/H1118401 – 29,771 – 30,172
Other changes:
Increase in lease liabilities
from entering into new
leases during the year /H1118/H1118/H111859,159 – – – 59,159
Increase in interest expenses /H1118 2,276 525 – – 2,801
Changes in the carrying
amount of put option
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 650 650
Early termination of lease /H1118/H1118 (3,207) – – – (3,207)
Gain from early termination
of lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,825) – – – (1,825)
Changes in the carrying
amounts of preferred
shares and other financial
instruments subject to
redemption and other
preferential rights /H1118/H1118/H1118/H1118/H1118/H1118– – 465,254 – 465,254
Cancellation of other
financial instruments
issued to an investor /H1118/H1118/H1118/H1118 – – (27,831) – (27,831)
Conversion from preferred
shares to ordinary shares /H1118/H1118 – – (8,648,916) – (8,648,916)
Total other changes /H1118/H1118/H1118/H1118/H1118/H111856,403 525 (8,211,493) 650 (8,153,915)------
----- -------- ----- --------
As of December 31, 2024 /H1118/H1118 62,959 80,059 – 41,099 184,117
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 633 ---
Lease liabilities
Preferred shares
and financial
instruments issued
to investors subject
to redemption
and other
preferential rights
Put option
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
(Note 22) (Note 23) (Note 24)
(unaudited)
As of January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,407 8,181,722 40,449 8,275,578------ ------- ----- -------
Changes from financing cash flows:
Capital element of lease rentals paid /H1118 (25,333) – – (25,333)
Interest element of lease rentals paid /H1118 (1,034) – – (1,034)
Total changes from financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,367) – – (26,367)------ ------- ----- -------
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118876 51,711 – 52,587
Other changes:
Increase in lease liabilities from
entering into new leases during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,451 – – 13,451
Increase in interest expenses /H1118/H1118/H1118/H1118/H1118/H11181,034 – – 1,034
Changes in the carrying amount of
put option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 322 322
Changes in the carrying amounts of
preferred shares and other financial
instruments subject to redemption
and other preferential rights /H1118/H1118/H1118/H1118/H1118– 278,226 – 278,226
Cancellation of other financial
instruments issued to an investor /H1118/H1118 – (27,831) – (27,831)
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,485 250,395 322 265,202------
------- ----- -------
As of June 30, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,401 8,483,828 40,771 8,567,000
Lease liabilities Bank loans
Put option
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
(Note 22) (Note 28) (Note 24)
As of January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,959 80,059 41,099 184,117------ ----- ----- -- ----
Changes from financing cash flows:
Proceeds from bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 72,223 – 72,223
Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,500) – (2,500)
Payment of interest of bank loans /H1118/H1118/H1118/H1118/H1118– (1,280) – (1,280)
Capital element of lease rentals paid /H1118/H1118/H1118(26,810) – – (26,810)
Interest element of lease rentals paid /H1118/H1118/H1118 (1,660) – – (1,660)
Total changes from financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(28,470) 68,443 – 39,973------ ----- ----- -- ----
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20) – – (20)
Other changes:
Increase in lease liabilities from entering
into new leases during the year /H1118/H1118/H1118/H1118/H111827,852 – – 27,852
Increase in interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,660 1,307 – 2,967
Changes in the carrying amount of put
option liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 325 325
Early termination of lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,548) – – (8,548)
Loss from early termination of lease /H1118/H1118/H1118 1 5 1–– 151
Total other changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,115 1,307 325 22,747------
----- ----- ------
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,584 149,809 41,424 246,817
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 634 ---
(d) Total cash outflow for leases
Amounts included in the consolidated statements of cash flows for leases comprise the following:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Within operating cash flows
(Note 12) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,366 933 1,686 347 1,513
Within financing cash flows
(Note 21(c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,022 41,016 47,252 26,367 28,470
39,388 41,949 48,938 26,714 29,983
These amounts relate to the following:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,388 41,949 48,938 26,714 29,983
(e) Non-cash transactions
Non-cash investing and financing transactions incurred for the years ended December 31, 2022, 2023 and 2024
and for the six months ended June 30, 2024 and 2025 mainly comprised the following:
(i) Purchase of right-of-use assets included in lease liabilities amounting to RMB6.6 million, RMB23.2
million, RMB59.2 million, RMB13.5 million and RMB27.9 million for the years ended December 31,
2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively.
(ii) The Group transferred inventory to property and equipment amounting to RMB50.3 million and
RMB28.6 million for the year ended December 31, 2024 and for the six months ended June 30, 2025,
respectively.
(iii) Purchase of property and equipment included in other payables and other non-current assets were
RMB5.2 million and RMB28.8 million for the year ended December 31, 2024 and for the six months
ended June 30, 2025, respectively.
(iv) Exercise of warrants to subscribe for convertible redeemable preferred shares amounting to RMB252.5
million and RMB111.1 million for the years ended December 31, 2022 and 2023, respectively.
(v) In May 2023, the Company amended a warrant issued in 2018 to a preferred shareholder with nominal
consideration, as a result, the Group recognized the fair value changes of the warrant due to the
amendment as a deemed distribution to this preferred shareholder amounting to RMB32.8 million for
the year ended December 31, 2023.
(vi) In May 2024, the Company entered into an amendment with a holder of a financial instrument, pursuant
to which both parties agreed to reduce the number of subscribed Series D Preferred Shares from
1,133,534 to 429,369 at purchase price of USD4.6580 per share through reducing the subscription
receivables from the holder amounting to USD3.3 million (equivalent to RMB23.3 million). The
cancellation of the other financial instrument was reflected in the increase of other reserve of RMB4.5
million and the decrease of the other financial instrument of RMB27.8 million for the year ended
December 31, 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 635 ---
(vii) In October 2024, the Company completed the IPO. The preferred shares subject to redemption and other
preferential rights amounting to RMB8,648.9 million as of the completion of the IPO were transferred
from liabilities to equity, and the non-redeemable preferred shares amounting to RMB15 thousand
transferred to ordinary shares, upon the completion of the IPO.
(viii) In November 2024, the Company cancelled all issued treasury shares amounting to RMB151.7 million
by adjusting the amount that corresponded to the sum of the par value and the share premium amounts
of the shares so cancelled.
(ix) In October 2024, the accrued commission relating to the IPO amounting to RMB16.2 million was offset
against share premium upon the completion of IPO.
(x) The Company received proceeds from issuance of Class A ordinary shares for the exercise of share
options in the amount of RMB21.1 million in advance from certain employees before 2025, and the
Company recorded the amounts of these proceeds in other payables before 2025. These share options
were exercised during the six months ended June 30, 2025, as a result, the Company recognized
RMB21.1 million in equity relating to Class A ordinary shares and share premium and de-recognized
RMB21.1 million in other payables.
(xi) Upon the exercise of share options held by certain employees, RMB3.0 million of exercise prices was
included in other receivables as of June 30, 2025.
22 LEASE LIABILITIES
The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of
the years/period presented:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,009 31,098 36,900 34,386----- ----- ----- -----
Non-current
After 1 year but within 2 years /H1118/H1118/H1118/H111820,626 15,658 20,883 13,237
After 2 years but within 5 years /H1118/H1118/H1118 15,238 6,651 5,176 7,961
35,864 22,309 26,059 21,198----- ----- ----- -----
67,873 53,407 62,959 55,584
23 PREFERRED SHARES AND OTHER FINANCIAL INSTRUMENTS SUBJECT TO REDEMPTION
AND OTHER PREFERENTIAL RIGHTS
The Group and the Company
As of December 31,
2022 2023
RMB’000 RMB’000
Other financial instruments (Note 23(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118621,449 138,938
Convertible redeemable preferred shares (Note 23(b)) /H1118/H1118/H1118/H1118/H1118/H11186,396,105 8,042,784
7,017,554 8,181,722
(a) Other financial instruments issued to investors
The Group committed to issue convertible redeemable preferred shares to certain investors and received the
consideration in full from the investors upfront.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 636 ---
The movement of other financial instruments issued to investors during the years presented is set out as below:
For the year ended December 31,
2022 2023 2024
RMB’000 RMB’000 RMB’000
As of January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118752,120 621,449 138,938
Issuance of financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118583,975 – –
Issuance of convertible redeemable preferred
shares according to the commitment
(Note 23(b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(818,244) (538,696) (115,753)
Changes in the carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,130 48,408 4,208
Cancellation of other financial instruments issued
to an investor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (27,831)
Foreign exchange effect /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,468 7,777 438
As of December 31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118621,449 138,938 –
In 2023, the Group repaid the original issue price of RMB39.1 million (equivalent to USD6.2 million) to
certain investors, who committed to subscribe for 1,331,387 Series D Preferred Shares at a per share purchase price
of US$4.658, after obtaining regulator’s approval and completing the foreign exchange registration procedures for
the overseas direct investments. As of December 31, 2023, the subscription price of USD6.2 million (equivalent to
RMB43.9 million) was not received by the Group, which was recorded as subscription receivables in the consolidated
statements of financial position.
In May 2024, the Company entered into an amendment with the investors, pursuant to which both parties
agreed to reduce the number of subscribed Series D Preferred Shares committed to subscribed for from 1,331,387 to
583,752 with an aggregate subscription price of USD2.7 million (equivalent to RMB19.3 million), which was
collected in 2024.
(b) Convertible redeemable preferred shares
The Series B-1 Preferred Shares, Series B-2 Preferred Shares and Series B-3 Preferred Shares are collectively
referred to as the “Series B convertible redeemable preferred shares”, Series C-1 Preferred Shares is referred to as
the “Series C-1 convertible redeemable preferred shares”, Series D Preferred Shares are referred to as the “Series D
convertible redeemable preferred shares”, and Series D+ Preferred Shares are referred to as the “Series D+
convertible redeemable preferred shares”. All series of convertible redeemable preferred shares have the same par
value of USD0.00001 per share. The redemption and other preferential rights of the convertible redeemable preferred
shares are set forth below.
Redemption Rights
The Company is obliged to redeem all or part of the outstanding issued convertible redeemable preferred
shares, at any time after the occurrence of specified contingent redemption events, including but not limited to that
the Company has not completed a qualified IPO as of June 30, 2026.
The redemption amount payable for each convertible redeemable preferred shares upon the occurrence of any
of the specified contingent events, will be an amount equal to 100% of the convertible redeemable preferred shares’
original issue price, plus all accrued but unpaid dividends thereon up to the date of redemption and simple interest
on the original issue price at the rate of 10% per annum for Series B convertible redeemable preferred shares or 8%
per annum for Series C-1 convertible redeemable preferred shares, Series D convertible redeemable preferred shares
and Series D+ convertible redeemable preferred shares.
Conversion Rights
Each convertible redeemable preferred share shall be convertible, at the option of the holder, at any time after
the date of issuance of such preferred shares, without the payment of any additional consideration, into fully-paid and
non-assessable ordinary shares according to a conversion ratio of 1:1 based on the original issuance price, subject
to adjustments for dilution, including but not limited to issuing new shares under the original subscription price per
share paid by the holders.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 637 ---
All the outstanding convertible redeemable preferred shares shall automatically be converted into ordinary
shares, at the applicable then-effective conversion price upon either of (a) the closing of a qualified IPO, or (b) the
date or the occurrence of an event, specified by vote or written consent or agreement of the majority of all the
preferred shares holders.
V oting Rights
The holders of convertible redeemable preferred shares shall be entitled to vote on all matters on which the
holders of ordinary shares shall be entitled to vote on an ‘as-converted’ basis.
Dividend Rights
The holders of redeemable preferred shares are entitled to receive dividends at a simple rate of 8% of the
original issue price per annum for each convertible redeemable preferred share held by such holder, payable out of
funds or assets when and as such funds or assets become legally available. The dividends shall be paid in the sequence
of (i) Series D+ convertible redeemable preferred shares; (ii) Series D convertible redeemable preferred shares; (iii)
Series C-1 convertible redeemable preferred shares; and (iv) Series B convertible redeemable preferred shares. After
the dividends have been paid in full or declared to the holders of the convertible redeemable preferred shares, the
holders of the convertible redeemable preferred shares and the ordinary shares shall be entitled to receive on a pro
rata, as-converted basis any additional dividends that the Board of Directors may declare, set aside or pay. The
dividends shall not be cumulative and shall be paid when, as and if declared by the Board of Directors. The Board
of Directors has right to decide whether to declare the dividends or not.
Presentation and classification
The Group recognized the financial liabilities arising from the redemption obligations for the preferred shares
at the present value of the redemption amounts, with the changes in the carrying amount recorded in the consolidated
statements of profit or loss. The movements of these financial liabilities during the years presented are set out as
below:
Series B-1
Preferred
Shares
Series B-2
Preferred
Shares
Series B-3
Preferred
Shares
Series C-1
Preferred
Shares
Series D
Preferred
Shares
Series D+
Preferred
Shares Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118704,338 182,130 322,283 1,829,765 – – 3,038,516
Issuance of new convertible
redeemable preferred shares /H1118/H1118 – – – – 1,579,435 – 1,579,435
Repurchase of convertible
redeemable preferred shares /H1118/H1118 – – (39,467) – – – (39,467)
Changes in the carrying amount
of convertible redeemable
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,216 17,379 36,424 146,249 128,812 – 438,080
Issuance of convertible
redeemable preferred shares
under the commitments in
other financial instruments
issued to investors
(Note 23(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118767,688 – 50,556 – – – 818,244
Exercise of warrants to
subscribe for convertible
redeemable preferred shares
(Note 27) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 63,980 – 109,037 – 173,017
Foreign exchange effect /H1118/H1118/H1118/H1118/H111896,840 17,453 33,811 174,309 65,867 – 388,280
As of December 31, 2022 /H1118/H1118/H1118/H11181,678,082 216,962 467,587 2,150,323 1,883,151 – 6,396,105
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 638 ---
Series B-1
Preferred
Shares
Series B-2
Preferred
Shares
Series B-3
Preferred
Shares
Series C-1
Preferred
Shares
Series D
Preferred
Shares
Series D+
Preferred
Shares Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Issuance of new convertible
redeemable preferred shares /H1118/H1118 – – – – 219,037 266,225 485,262
Changes in the carrying amount
of convertible redeemable
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,860 18,161 39,441 153,256 151,422 2,500 505,640
Issuance of convertible
redeemable preferred shares
under the commitments in
other financial instruments
issued to investors
(Note 23(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – 538,696 538,696
Foreign exchange effect /H1118/H1118/H1118/H1118/H111829,250 3,781 8,151 37,327 34,021 4,551 117,081
As of December 31, 2023 /H1118/H1118/H1118/H11181,848,192 238,904 515,179 2,340,906 2,287,631 811,972 8,042,784
Changes in the carrying amount
of convertible redeemable
preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,264 15,083 32,554 126,495 120,517 50,133 461,046
Issuance of convertible
redeemable preferred shares
under the commitments in
other financial instruments
issued to investors
(Note 23(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 115,753 – 115,753
Conversion into Class A
ordinary shares upon IPO of
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,971,168) (254,856) (549,605) (2,475,929) (2,532,302) (865,056) (8,648,916)
Foreign exchange effect /H1118/H1118/H1118/H1118/H11186,712 869 1,872 8,528 8,401 2,951 29,333
As of December 31, 2024 /H1118/H1118/H1118/H1118– – ––– ––
24 PUT OPTION LIABILITIES
In July 2019, WeRide Hong Kong Ltd. (“WeRide HK”) and Guangzhou Jingqi entered into an agreement with
two investors. Pursuant to the agreement, 1) WeRide HK, Guangzhou Jingqi and the investors together established
a new company, Wenyuan Y uexing (Guangdong) Chuxing Technology Co., Ltd. (“Wenyuan Y uexing”) in which the
Group has control; 2) the investors injected capital of RMB36.0 million and 28.8 million in exchange for 20% and
16% equity interest of Wenyuan Y uexing, respectively; and 3) the investors have the right to require the Group to
repurchase all or a part of their equity interests in Wenyuan Y uexing and to require the Group to pay any shortfall
if their investment return falls below 10% of the original injection amount, if Wenyuan Y uexing cannot complete an
initial public offering before August 2025. Based on negotiation among the Group and the shareholders of Wenyuan
Y uexing, the Group has redeemed 15% equity interest from one of the investors in 2021.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 639 ---
Since the Group is obligated to pay cash to the investors upon occurrence of certain events beyond the Group’s
control, the put option liabilities were initially recognized at present value of redemption amount by the Group with
reference to the present value of the estimated future cash outflows, and were accreted to redemption amount
subsequently. The movements of the put option liabilities during the years/period presented are set out as below:
For the year ended December 31,
For the six
months ended
June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
As of January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,184 39,812 40,449 41,099
Changes in carrying amount
(Note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118628 637 650 325
As of December 31/June 30 /H1118/H1118/H1118/H1118/H111839,812 40,449 41,099 41,424
25 OTHER NON-CURRENT LIABILITIES
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Government grants received with
conditions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,943 6,522 4,677 8,097
The Group was awarded grants from governments with conditions attached in the next few years. The
government grants with conditions expected to be satisfied in more than one year are presented as non-current
liabilities, which will be released to other income in the consolidated statements of profit or loss when the conditions
attached are satisfied.
26 TRADE AND OTHER PAYABLES, DEPOSITS RECEIVED AND ACCRUED EXPENSES
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,505 16,962 20,713 47,117
Government grants received with
conditions* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,110 176,426 184,542 187,242
Accrued payroll and social
insurance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,879 55,818 96,593 76,510
Payables for professional services /H1118/H1118 5,674 4,470 27,134 33,970
Taxes payable and others /H1118/H1118/H1118/H1118/H1118/H1118/H111815,532 34,592 89,486 33,126
Total other payables, deposits
received and accrued expenses /H1118/H1118 217,195 271,306 397,755 330,848------ ------ ------ ------
Trade and other payables, deposits
received and accrued expenses
measured at amortized cost /H1118/H1118/H1118/H1118228,700 288,268 418,468 377,965
* The current portion of government grants received with conditions mainly represent the grants received
with certain requirements of operation performance and tax contribution in a specified region.
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 640 ---
Aging analysis
The aging analysis of trade payables based on the invoice date, is as follows:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,505 16,962 20,713 47,117
As of December 31, 2022, 2023 and 2024 and of June 30, 2025, all of the balances of trade and other payables
are expected to be settled or recognized as income within one year or are repayable on demand. The credit period
granted by the suppliers is generally between 30 to 60 days.
Information about the Group’s exposure to currency and liquidity risks is included in Note 31.
27 FINANCIAL LIABILITIES MEASURED AT FVTPL
The Group granted warrants to certain investors in 2022 and before, under which the investors have the rights
to subscribe for the Company’s preferred shares at a predetermined or nominal price during a specific period. Such
warrants are classified as financial liabilities measured at FVTPL.
The Group and the Company
As of December 31,
2022
RMB’000
Warrant liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,112
The movement of warrant liabilities during the years presented is set out as below:
For the year ended December 31,
2022 2023
RMB’000 RMB’000
As of January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,357 72,112
Deemed distribution to a preferred shareholder (Note (ii)) /H1118/H1118/H1118 – 32,767
Issuance of warrant liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143,829 –
Inducement charges (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125,213 –
Fair value changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25,308) 4,549
Exercised by the investors to subscribe for preferred shares
– Convertible redeemable preferred shares (Note 23(b)) /H1118/H1118/H1118/H1118/H1118(173,017) –
– Other reserve (Note 29(b)(iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(79,512) (111,055)
Foreign exchange effect /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,550 1,627
As of December 31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,112 –
Notes:
(i) In 2022, certain warrants were granted to certain preferred shares’ investors without additional
consideration, when the Company issued convertible redeemable preferred shares to these investors.
Under the warrants, these investors have the right to subscribe for more preferred shares at a
predetermined price with certain discounts during a specific period. The initial fair value of these
warrants is treated as an inducement charge for the financing activities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 641 ---
(ii) In May 2023, the Company amended a warrant issued in 2018 to a preferred shareholder with nominal
consideration. The warrant became exercisable as amended to subscribe for 1,382,929 shares of Series
A Preferred Shares at a predetermined nominal price during a specific period. The fair value changes
of the warrant of RMB32.8 million due to the amendment was treated as a deemed distribution to this
preferred shareholder.
The Group has engaged an independent valuation firm to evaluate the fair value of the warrants utilizing the
binomial option-pricing model, which involves significant assumptions including the risk-free interest rate, the
expected volatility, expected dividend yield and expected term. The warrants were remeasured as of the end of each
year presented utilizing the binomial option-pricing model with the following assumptions:
For the year ended December 31,
2022 2023
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858.1% 53.8%
Risk-free interest rate (per annum) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.4% 4.3%
Expected dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% 0%
Expected term /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0-6.0 years 2.5 years
The risk-free interest rate was based on the U.S. Treasury rate for the expected remaining life of the convertible
notes and warrants. The expected volatility was estimated based on the historical volatility of comparable peer public
companies with a time horizon close to the expected term of the Company’s convertible notes and warrants. Expected
dividend yield is zero as the Company does not anticipate any dividend payments in the foreseeable future. Expected
term is the remaining life of the convertible notes and warrants.
28 BANK LOANS
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current
– Long-term bank loan (Note (i)) /H1118/H1118 – – 50,040 47,534
Current
– Short-term bank loans
(Note (ii)(iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 30,019 102,275
– – 80,059 149,809
Notes:
(i) In September 2024, a commercial bank in the PRC provided the Group with a two-year long-term bank
loan of RMB50.0 million bearing an interest rate of 2.9% per annum. In March 2025, the Group repaid
RMB2.5 million in accordance with the repayment schedule.
(ii) In November and December 2024, a commercial bank in the PRC provided the Group with certain
one-year short-term loans with total principal amount of RMB30.0 million bearing an interest rate of
2.5% per annum.
(iii) During the six months ended June 30, 2025, two commercial banks in PRC provided the Group with
certain one-year short-term loans with total principal amount of RMB40.0 million (bearing annual
interest rates of 2.25% and 2.30%) and RMB32.2 million (bearing annual interest rates of 2.15%),
respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 642 ---
29 CAPITAL AND RESERVES
(a) Share capital and share premium
Authorized:
Number of
ordinary shares
Number of non-
redeemable
preferred shares
Number of
convertible
redeemable
preferred shares
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,418,175,111 210,621,810 371,203,079
Re-designation upon issuance of preferred shares /H1118 (60,574,179) 1,084,600 59,489,579
As of December 31, 2022 and 2023 (Note (i)) /H1118/H11184,357,600,932 211,706,410 430,692,658
Re-designation before the completion of the IPO /H1118 (4,357,600,932) (211,706,410) (430,692,658)
As of December 31, 2024 (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
(i) As of December 31, 2022 and 2023, the authorized capital of the Company was USD50,000 or i)
4,357,600,932 ordinary shares, including 50 Golden Shares; ii) 211,706,410 non-redeemable preferred
shares, consisting of 65,403,460 Series Seed-1 Preferred Shares, 52,959,930 Series Seed-2 Preferred
Shares and 93,343,020 Series A Preferred Shares; and iii) 430,692,658 convertible redeemable preferred
shares.
Golden Share represents the share held by each member, who shall be entitled to 7,200,000 votes in
respect of each Golden Share held by such member (as adjusted for share splits, share dividends,
combinations, recapitalizations and similar events with respect to the ordinary shares or the Golden
Shares).
(ii) In July 2024, the Board of Directors approved, conditional upon and immediately prior to the
completion of the IPO, the reorganization of the authorized share capital of the Company, of which the
authorized share capital of the Company shall be USD50,000 divided into 5,000,000,000 shares of a par
value of USD0.00001 each, comprising (i) 3,500,000,000 Class A ordinary Shares of a par value of
US$0.00001 each, (ii) 500,000,000 Class B ordinary shares of a par value of USD0.00001 each, and
(iii) 1,000,000,000 shares of a par value of US$0.00001 each of such class or classes.
Issued:
Number of
ordinary shares
Share Capital of
ordinary shares
Number of non-
redeemable
preferred shares
Share capital of
non-redeemable
preferred shares
RMB’000 RMB’000
As of January 1, 2022 (Note (iii)) /H1118 106,850,470 7 205,671,810 15
Issuance of new shares (Note (iv)) /H1118/H1118 1,892,780 1 – –
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118108,743,250 8 205,671,810 15
Issuance of new shares (Note (v)) /H1118/H1118 1,763,689 – 4,400,229 –
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118110,506,939 8 210,072,039 15
Issuance of new shares
(Note (vi)(vii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,350,727 7 – –
Conversion of preferred shares into
Class A and Class B ordinary
shares (Note (x)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (210,072,039) (15)
Re-designation before the
completion of the IPO
(Note (viii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(203,857,666) (15) – –
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 643 ---
(iii) As of January 1, 2022, the Company issued 106,850,470 ordinary shares, including 50 Golden Shares
and 205,671,810 non-redeemable preferred shares, consisting of 65,403,460 Series Seed-1 Preferred
Shares, 52,959,930 Series Seed-2 Preferred Shares and 87,308,420 Series A Preferred Shares.
(iv) In 2022, the Company issued 1,892,780 ordinary shares with consideration of USD2.0 million
(equivalent to RMB13.4 million).
(v) In 2023, the Company issued 1,763,689 ordinary shares with consideration of USD6.0 million
(equivalent to RMB42.5 million) and 4,400,229 Series A Preferred Shares with consideration of USD4.4
thousand (equivalent to RMB31 thousand), upon the exercise of the warrant issued in 2018.
(vi) In July 2024, the Company issued 80,544,159 ordinary shares at par value of USD0.00001 to settle
vested restricted share units held by certain management personnel.
(vii) In July 2024, to achieve an equitable relative shareholding among different shareholder groups of the
Company, the Board of Directors and shareholders of the Company approved the issuance of a total of
12,806,568 ordinary shares to holders of Series D and Series D+ preferred shares at par value of
USD0.00001, for an aggregate consideration of USD128.1 (equivalent to RMB0.9 thousand). These
shares were issued in August 2024 and the Company was entitled an option to repurchase these ordinary
shares if an IPO does not consummate on or before March 31, 2025. The Company was involved in this
transaction to facilitate the agreement reached by the Company’s shareholders to adjust the ownership
structure, and has accounted for these issuances as a shareholder transaction with an increase in the
Company’s shareholder’s equity of USD128.1 (equivalent to RMB0.9 thousand).
(viii) In October 2024, the Company adopted a dual-class share structure and all of the Company’s issued
ordinary shares before the completion of the IPO were re-designated into 149,442,793 Class A ordinary
shares and 54,414,873 Class B ordinary shares immediately upon the completion of the IPO.
Holders of the Class A ordinary shares and Class B ordinary shares have the same rights except for
voting and conversion rights. In respect of matters requiring the votes of shareholders, the holder of
Class B ordinary shares is entitled to 40 votes per share, while the holders of Class A ordinary shares
entitle to one vote per share. Each Class B ordinary share is convertible into one Class A ordinary share
at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary
shares under any circumstances.
(ix) Upon completion of the IPO and exercised of the over-allotment option, the Company issued 85,263,652
and 2,736,570 Class A ordinary shares at par value of US$0.00001 each for cash consideration of
USD5.17 each, respectively. The net proceeds received were USD443.0 million (equivalent to
RMB3,149.3 million), net of commissions and listing expenses. The listing expenses paid and payable
mainly include legal fees, accounting fees and other related costs, which were incremental costs directly
attributable to the issuance of the new shares.
(x) Upon completion of the IPO, each of the issued 210,072,039 non-redeemable preferred share and
334,309,270 redeemable preferred share was converted into one Class A or Class B ordinary share on
a one for one basis. As a result, the financial liabilities for convertible redeemable preferred shares were
derecognized and recorded as Class A ordinary share and share premium.
(xi) During the six months ended June 30, 2025, the Company issued 61,186,793 Class A ordinary shares
at par value of US$0.0001 each to settle 62,437,467 vested RSUs held by certain employees (of which,
1,250,674 vested RSUs were withheld for withholding tax of RMB50.8 million). As a result, the
Company recognized RMB3 thousand in equity relating to Class A ordinary shares and de-recognized
RMB3 thousand in share premium.
(xii) During the six months ended June 30, 2025, the Company issued 11,164,145 Class A ordinary shares at
par value of US$0.0001 each to settle share options held by certain employees upon their exercise. As
a result, the Company recognized total exercise prices amounting RMB1 thousand in equity relating to
Class A ordinary shares and de-recognized RMB1 thousand in share premium. The Company received
proceeds from issuance of Class A ordinary shares for exercise of share options in the amount of
RMB25.5 million.
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 644 ---
(xiii) During the six months ended June 30, 2025, the Company issued 60,000,000 Class A ordinary shares
to its share depositary bank to be used to settle vested RSUs and share options upon their exercise. No
consideration was received by the Company for this issuance of ordinary shares. As a result, the
Company recognized RMB4 thousand in equity relating to Class A ordinary shares and de-recognized
RMB4 thousand in share premium. As of June 30, 2025, 31,956,201 and 4,024,221 Class A ordinary
shares had been used to settle the aforesaid vested RSUs and share options upon their exercise,
respectively.
As of June 30, 2025, analysis of the Company’s issued shares was as follows:
Number of
Class A ordinary
shares
Share capital of
Class A ordinary
shares
Number of
Class B ordinary
shares
Share capital of
Class B ordinary
shares
RMB’000 RMB’000
As of January 1, 2022, 2023 and
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Re-designation from ordinary shares
before the completion of the IPO
(Note (viii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149,442,793 11 54,414,873 4
Conversion of non-redeemable
preferred shares into Class A and
Class B ordinary shares
(Note (x)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118209,672,489 15 399,550 *
Conversion of redeemable preferred
shares into Class A ordinary
shares (Note (x)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118334,309,270 23 – –
Issuance of Class A ordinary shares
relating to initial public offering
and exercise of over-allotment
option (Note (ix)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,000,222 6 – –
Cancellation of treasury shares
(Note 29 (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,025,092) (1) – –
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118771,399,682 54 54,814,423 4--------- - - -------- - -
Issuance of Class A ordinary shares
to settle vested RSUs (Note (xi)) /H1118 29,230,592 3 – –
Class A ordinary shares issued to
depositary bank (Note (xiii)) /H1118/H1118/H1118/H111860,000,000 4 – –
Issuance of Class A ordinary shares
for exercise of share options
(Note (xii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,139,924 1 – –
Surrender of Class A ordinary
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52) * – –
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,770,146 62 54,814,423 4
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 645 ---
(b) Nature and purpose of reserves
The movement of reserves and accumulated losses of the Group and the Company are set out as below:
Share-based
compensation
reserve
Translation
reserve Other reserves
Accumulated
losses
RMB’000 RMB’000 RMB’000 RMB’000
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,265 16,251 823,753 (2,834,180)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,298,496)
Foreign currency translation
adjustment, net of nil income
taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (177,575) – –
Share-based compensation expenses /H1118 325,429 – – –
Exercise of warrants to subscribe for
convertible redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 79,512 –
As of December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118398,694 (161,324) 903,265 (4,132,676)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,949,101)
Foreign currency translation
adjustment, net of nil income
taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (73,323) – –
Share-based compensation expenses /H1118 931,784 – ––
Exercise of warrants to subscribe for
convertible redeemable preferred
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 111,055 –
Deemed distribution to a preferred
shareholder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (32,767)
As of December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H11181,330,478 (234,647) 1,014,320 (6,114,544)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (2,516,808)
Foreign currency translation
adjustment, net of nil income
taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 38,364 – –
Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,187,867 – – –
Withholding of vested RSUs to
satisfy income tax requirements
upon settlement of vested RSUs /H1118/H1118 (394,195) – – –
Cancellation of other financial
instruments issued to an investor /H1118 – – 4,528 –
As of December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H11182,124,150 (196,283) 1,018,848 (8,631,352)
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (791,517)
Foreign currency translation
adjustment, net of nil income
taxes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (29,075) – –
Share-based compensation expenses /H1118 219,522 – – –
Withholding of vested RSUs to
satisfy income tax requirements
upon settlement of vested RSUs /H1118/H1118 (50,846) – – –
As of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,292,826 (225,358) 1,018,848 (9,422,869)
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 646 ---
(i) Share-based compensation reserve
The share-based compensation reserve represents the portion of the grant date fair value of share options or
restricted share units granted to the key management officers, employees and non-employees that has been recognized
as share-based compensation expenses in accordance with the accounting policy adopted for share-based
compensation in Note 2(u)(iii).
(ii) Translation reserve
The exchange reserve comprises all foreign exchange differences arising from the translation of the financial
statements of foreign operations.
(iii) Other reserves
Other reserves represent the differences arising from the exercise of warrant liabilities measured at FVTPL to
convertible redeemable preferred shares (see Note 2(q)(i)) which are measured at present value of redemption
amounts or non-redeemable preferred shares which are classified as equity.
(c) Treasury shares
Number of shares Carrying amount
RMB’000
As of January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,870,578 91,841
Repurchase of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,892,780 44,442
Repurchase of redeemable preferred shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,547,980 20,358
Sales of non-redeemable preferred shares in treasury shares /H1118/H1118 (286,246) (4,973)
As of December 31, 2022 and 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,025,092 151,668
Cancellation of treasury shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,025,092) (151,668)
As of December 31, 2024 and June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
The Board of Directors of the Company authorized share repurchase of 1,892,780 ordinary shares with
consideration of USD6.6 million (equivalent to RMB44.4 million) and 2,547,980 Series B-3 redeemable preferred
shares with consideration of USD8.9 million (equivalent to RMB59.8 million) in October 2022. These shares were
recorded at their historical purchase prices and reserved as treasury shares.
In January 2022, the Company sold 286,246 treasury shares of Series Seed-1 Preferred Shares with
consideration of USD1.0 million (equivalent to RMB6.5 million).
In November 2024, the Board of Directors of the Company authorized the cancellation of all treasury shares
for nil consideration and such cancelled shares were returned to the pool of authorized but unissued shares.
(d) Capital risk management
The Group defines “capital” as including all components of equity, convertible redeemable preferred shares,
and other financial instruments subject to redemption and other preferential rights. The Group’s policy is to maintain
a strong capital base to maintain investors, creditors and market confidence and to sustain future development of the
business. There were no changes in the Group’s approach to capital management during the years/periods presented.
The Group is not subject to any externally imposed capital requirements.
(e) Dividends
No dividends have been declared or paid by the Company or the companies comprising the Group to its
shareholders during the Track Record Period. For the deemed distribution to a preferred shareholder in May 2023,
see Note 27.
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 647 ---
30 SHARE-BASED COMPENSATION ARRANGEMENTS
In June 2018, the Board of Directors of the Company approved and adopted the 2018 Share Plan, under which
the Company reserves 311,125,716 shares to grant share options or restricted share units for officers, directors,
employees and non-employees.
(a) Share options
Share options granted under the 2018 Share Plan are generally subject to a time-based requirement of up to
four-year service schedule.
Under the 2018 Share Plan, 57,443,348, 10,834,516, 16,276,585, and 81,966 share options were granted to
officers, employees and non-employees for the years ended December 31, 2022, 2023 and 2024 and for the six months
ended June 30, 2025, respectively. Share options were granted with exercise prices ranging from USD0.5 to USD3.9.
All the share options granted under the 2018 Share Plan have a contractual term of ten years.
Share options’ activities for the years presented were summarized as follows:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2025
Weighted
average
exercise
price
Number
of options
Weighted
average
exercise
price
Number
of options
Weighted
average
exercise
price
Number
of options
Weighted
average
exercise
price
Number
of options
USD USD USD USD
Outstanding as of
January 1 /H1118/H1118/H1118/H1118/H11180.6 53,564,010 0.9 103,897,771 0.9 109,142,239 1.2 121,852,549
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H11181.2 57,443,348 1.2 10,834,516 2.7 16,276,585 1.2 81,966
Expired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.5 (1,062,550) 0.6 (935,335) 0.8 (643,187) 0.9 (293,908)
Modified /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 1 . 2 ( 9 1 5 ,730)
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H11180.7 (6,047,037) 0.9 (4,654,713) 1.2 (2,923,088) 1.2 (1,244,625)
Exercised /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 0 . 6 ( 1 1,164,145)
Outstanding as of
December 31/
June 30 /H1118/H1118/H1118/H1118/H1118/H11180.9 103,897,771 0.9 109,142,239 1.2 121,852,549 1.2 108,316,107
Exercisable as of
December 31/
June 30 /H1118/H1118/H1118/H1118/H1118/H1118 – – 1.2 84,685,936 1.2 83,636,052
The weighted average grant date fair value of the share options granted for the years ended December 31, 2022,
2023 and 2024 and for the six months ended June 30, 2025 were USD2.4, USD2.6, USD3.4, and USD4.4,
respectively. The aggregated fair value of the share options at the grant date for the years ended December 31, 2022,
2023 and 2024 and for the six months ended June 30, 2025 were USD142.8 million (equivalent to RMB959.8
million), USD27.6 million (equivalent to RMB194.3 million), USD55.7 million (equivalent to RMB396.5 million),
and USD0.4 million (equivalent to RMB2.6 million), respectively.
In December 2024, the Board of Directors of the Company approved to modify the exercise price of 8,879,402
share options that were previously granted in July 2024 that had been vested in October 2024 as a result of the
completion of the IPO, from USD 1.22 per share to USD 3.89 per share.
In January and April 2025, the Company approved to replace 915,730 options granted in August 2024 with
693,524 RSUs, which effectively reduce the exercise price to nil and simultaneously reduce the number of share
awards granted. As the total fair value of the modified equity instruments is lower than that of the original equity
instruments (as estimated as at the date of the modification), such non-beneficial modification is accounted for in
accordance with the accounting policy Note 2(u)(iii).
The share options outstanding as of December 31, 2022, 2023 and 2024 and June 30, 2025 had weighted
average remaining contractual life of 9.1 years, 8.0 years, 7.0 years, and 6.9 years, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 648 ---
The fair value of share options granted was measured by reference to the fair value of the Company’s equity
interest. The Group had used the discounted cash flow method to determine the underlying equity fair value of the
Company. The estimation of the share options granted was measured based on a binominal options pricing model.
The key assumptions and inputs used in determining the fair value of share options were as follows:
For the year ended December 31,
For the six
months ended
June 30,
2022 2023 2024 2025
Fair value of the Company’s
ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
USD2.68-
USD3.42
per share
USD3.46
per share
USD3.47-
USD4.82 per
share
USD5.53 per
share
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851.2%-56.2% 52.0% 52.0%-52.3% 52.6%
Exercise multiple /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.2x 2.2x-2.8x 2.2x-2.8x 2.8x
Expected dividends /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% 0% 0% 0%
Risk-free interest rate (per annum) /H1118/H11182.8%-4.1% 4.05% 4.0%-4.51% 4.52%
Expected term /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 years 10 years 10 years 10 years
The expected volatility was estimated based on the historical volatility of comparable peer public companies
with a time horizon close to the expected term of the Company’s share options. The risk-free interest rate was
estimated based on the yield to maturity of U.S. treasury bonds denominated in USD for a term consistent with the
expected term of the Company’s share options in effect at the valuation date. The expected exercise multiple was
estimated as the average ratio of the share price to the exercise price of when employees, officers or non-employees
would decide to voluntarily exercise their vested share options. Expected dividend yield is zero as the Company has
never declared or paid any cash dividends on its shares, and the Company does not anticipate any dividend payments
in the foreseeable future. Expected term is the contract life of the share options.
(b) Restricted share units
Restricted share units granted under the 2018 Share Plan have a contractual term of seven years with varying
time-based requirement of service period up to four years and a requirement of the closing of an IPO of the Company.
No cash consideration is required of the recipient in connection with the grant of restricted share units.
The completion of the Company’s IPO was considered a non-market performance condition before the
Company completed its IPO on October 28, 2024. Service and non-market performance conditions are not taken into
account when determining the grant date fair value of restricted share units, but the likelihood of the conditions being
met is assessed as part of the Group’s best estimate of the number of restricted share units that will ultimately vest.
That is, before the Company completed its IPO, the actual length of vesting period of the restricted share units
is subject to an IPO condition. The Group considered that an IPO would be probable to occur after the required
service period and recognized the share compensation expenses over the estimated vesting period, which was based
on an estimate of when an IPO would occur.
The Company had determined that an IPO was not probable as of December 31, 2022, therefore, no
compensation expense relating to the restricted share units was recognized for the year ended December 31, 2022.
Upon completion of the filings with the China Securities Regulatory Commission (“CSRC”) for offering and
the CSRC concluded the filing procedure and published the filing results on the CSRC website in August 2023, which
was essential for the completion of an IPO, the Company had determined that the vesting of the restricted share units
has since become probable. Accordingly, the Group had recognized a cumulative catch-up of the share-based
compensation amounting RMB417.1 million for the year ended December 31, 2023.
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 649 ---
Restricted share units’ activities for the years presented were summarized as follows:
For the year ended December 31,
For the six
months ended
June 30,
2022 2023 2024 2025
Number
of restricted
share units
Number
of restricted
share units
Number
of restricted
share units
Number
of restricted
share units
Outstanding as of January 1 /H1118/H1118/H1118/H1118194,569,490 194,569,490 194,035,796 6,781,568
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 20,281,568 11,064,802
Modified /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 693,524
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (533,694) (470,649) (1,173,100)
V ested /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (207,065,147) (1,959,795)
Outstanding as of December 31/
June 30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118194,569,490 194,035,796 6,781,568 15,406,999
The restricted share units outstanding as of December 31, 2022, 2023 and 2024, and June 30, 2025 had
weighted average remaining contractual life of 1.4 years, 0.4 years, 6.9 years, and 6.2 years, respectively.
In June 2024, the Board of Directors of the Company approved to accelerate the vesting of 125,994,150
restricted share units granted to certain management personnel through waiving the requirement of the closing of an
IPO of the Company. As a result, the Company recognized a total share-based compensation expense in the amount
of RMB69.5 million for the year ended December 31, 2024.
Total compensation expense calculated based on the grant date fair value and the estimated forfeiture rate
recognized in the consolidated statements of profit or loss for aforementioned share options and restricted share units
granted were RMB325.4 million, RMB931.8 million, RMB1,187.9 million, and RMB219.5 million for the years
ended December 31, 2022, 2023 and 2024 and for the six months ended June 30, 2025, respectively.
31 FINANCIAL RISK MANAGEMENT AND FAIR V ALUE OF FINANCIAL INSTRUMENTS
Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s
business. The Group’s exposure to these risks and the financial risk management policies and practices used by the
Group to manage these risks are described below.
(a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a
financial loss to the Group. The Group’s credit risk is primarily attributable to trade receivables, amount due from
related parties, contract assets, receivables from payments made on behalf of customers, receivables from loans to
employees and other receivables. The Group’s exposure to credit risk arising from time deposits, financial assets at
FVTPL, cash, cash equivalents and restricted cash is limited because the counterparties are banks with
high-credit-quality, for which the Group considers to have low credit risk. The Group does not provide any guarantees
which would expose the Group to credit risk.
Trade receivables, amounts due from related parties, contract assets and receivables from payments made on
behalf of customers
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer
rather than the industry or country in which the customers operate and therefore significant concentrations of credit
risk primarily arise when the Group has significant exposure to individual customers. As of December 31, 2022, 2023,
2024 and June 30, 2025, 26%, 44%, 28% and 7% of the total trade receivables, amounts due from related parties,
contract assets and receivables from payments made on behalf of customers were due from the Group’s largest
customer, 91%, 47%, 37% and 19% of the total trade receivables, amounts due from related parties, contract assets
and receivables from payments made on behalf of customers were due from the Group’s five largest customers,
respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 650 ---
Individual credit evaluations are performed on all customers requiring credit over a certain amount. These
evaluations focus on the customer’s past history of making payments when due and current ability to pay, and take
into account information specific to the customer as well as pertaining to the economic environment in which the
customer operates. Trade receivables are normally due within 30 to 90 days from the invoice date. Normally, the
Group does not obtain collateral from customers.
The Group measures loss allowances for trade receivables, amounts due from related parties, contract assets
and receivables from payments made on behalf of customers at an amount equal to lifetime ECLs, which is calculated
using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss
patterns for different customer segments, the loss allowance based on past due status is not further distinguished
between the Group’s different customer bases.
Expected loss rates are calculated using a ‘roll rate’ method based on the probability of a receivable
progressing through successive stages of delinquency to write-off. These rates are adjusted to reflect the differences
between economic conditions during the period over which the historic data has been collected, current conditions
and the Group’s view of economic conditions over the expected lives of the receivables. As of December 31, 2022,
2023, 2024 and June 30, 2025, 94%, 72%, 60% and 53% of the Group’s trade receivables, amounts due from related
parties, contract assets and receivables from payments made on behalf of customers were due within one year,
respectively. Based on this assessment, additional loss allowance of RMB11.7 million, RMB40.2 million, RMB28.7
million and RMB2.8 million were recognized for the years ended December 31, 2022, 2023, 2024 and the six months
ended June 30, 2025, respectively.
Receivables from loans to employees and other receivables
In determining the ECL for receivables from loans to employees and other receivables, the management has
taken into account the historical default experience and forward-looking information, as appropriate. The
management has assessed that no debtors of these receivables had a significant increase in credit risk since initial
recognition and risk of default is insignificant, and therefore, no material ECL allowance was provided for
receivables from loans to employees and other receivables for the years/period presented.
The following table provides information about the Group’s exposure to credit risk and ECLs for trade
receivables, amounts due from related parties, contract assets and receivables from payments made on behalf of
customers:
As of December 31, 2022
Carrying
amount
Provision on
individual basis
Weighted
average loss
rates ECLs Loss allowance
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118363,174 (1,200) 2.3% (8,437) (9,637)
More than 1 year /H1118/H1118/H1118/H1118/H1118/H11184,526 – 55.4% (2,507) (2,507)
367,700 (1,200) (10,944) (12,144)
As of December 31, 2023
Carrying
amount
Provision on
individual basis
Weighted
average loss
rates ECLs Loss allowance
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,782 – 8.2% (28,045) (28,045)
More than 1 year /H1118/H1118/H1118/H1118/H1118/H1118138,463 (1,200) 16.7% (23,116) (24,316)
482,245 (1,200) (51,161) (52,361)
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 651 ---
As of December 31, 2024
Carrying
amount
Provision on
individual basis
Weighted
average loss
rates ECLs Loss allowance
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118242,657 – 8.9% (21,628) (21,628)
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,470 – 20.5% (12,195) (12,195)
More than 2 years /H1118/H1118/H1118/H1118/H1118/H1118105,124 (1,410) 43.6% (45,811) (47,221)
407,251 (1,410) (79,634) (81,044)
As of June 30, 2025
Carrying
amount
Provision on
individual basis
Weighted
average loss
rates ECLs Loss allowance
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118206,502 – 9.2% (19,043) (19,043)
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,889 – 21.1% (19,396) (19,396)
More than 2 years /H1118/H1118/H1118/H1118/H1118/H111893,716 (2,288) 45.8% (42,885) (45,173)
392,107 (2,288) (81,324) (83,612)
Movement in the loss allowance account in respect of trade receivables, amounts due from related parties,
contract assets and receivables from payments made on behalf of customers during the years/period presented is as
follows:
For the year ended December 31,
For the six
months ended
June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
As of January 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(448) (12,144) (52,361) (81,044)
Credit loss recognized during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,696) (40,217) (28,664) (2,800)
Effect of movement in exchange
rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (19) 232
As of December 31/June 30 /H1118/H1118/H1118/H1118/H1118(12,144) (52,361) (81,044) (83,612)
(b) Liquidity risk
Individual operating entities within the Group are responsible for their own cash management, including the
short-term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to the
approval by the Company’s Board of Directors when the loans and borrowings exceed certain predetermined levels
of authority. The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending
covenants, to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major
financial institutions to meet its liquidity requirements in the short and longer term.
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 652 ---
The following tables show the remaining contractual maturities at the end of the years/period presented of the
Group’s financial liabilities, based on undiscounted cash flows (including interest payments computed using
contractual rates or, if floating, based on current rates at the end of the years/period presented) and the earliest date
the Group can be required to pay.
As of December 31, 2022
Carrying
amount
Total
contractual
undiscounted
cash flow
Within 1 year
or on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
Put option liabilities /H1118/H1118/H1118/H111839,812 41,580 – – 41,580
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,505 11,505 11,505 – –
Other payables, deposits
received and accrued
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,195 217,195 217,195 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111867,873 84,642 37,557 26,226 20,859
Amounts due to related
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,832 24,832 24,832 – –
Total financial liabilities
that are settled by
delivering cash or
another financial asset
except for preferred
shares and other
financial instruments
subject to redemption
and other preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118361,217 379,754 291,089 26,226 62,439
As of December 31, 2023
Carrying
amount
Total
contractual
undiscounted
cash flow
Within 1 year
or on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
Put option liabilities /H1118/H1118/H1118/H111840,449 41,580 – 41,580 –
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,962 16,962 16,962 – –
Other payables, deposits
received and accrued
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118271,306 271,306 271,306 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111853,407 57,674 34,602 16,332 6,740
Amounts due to related
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877,827 77,827 77,827 – –
Total financial liabilities
that are settled by
delivering cash or
another financial asset
except for preferred
shares and other
financial instruments
subject to redemption
and other preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118459,951 465,349 400,697 57,912 6,740
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 653 ---
As of December 31, 2024
Carrying
amount
Total
contractual
undiscounted
cash flow
Within 1 year
or on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H111841,099 41,580 41,580 – –
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,713 20,713 20,713 – –
Long-term bank loan /H1118/H1118/H1118/H1118/H1118/H111850,040 52,984 – 52,984 –
Short-term bank loans /H1118/H1118/H1118/H1118/H111830,019 30,019 30,019 – –
Other payables, deposits
received and accrued
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118397,755 397,755 397,755 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,959 67,175 38,524 22,761 5,890
Amounts due to related
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,450 9,450 9,450 – –
Total financial liabilities
that are settled by
delivering cash or
another financial asset /H1118/H1118 612,035 619,676 538,041 75,745 5,890
As of June 30, 2025
Carrying
amount
Total
contractual
undiscounted
cash flow
Within 1 year
or on demand
More than
1 year but
within 2 years
More than
2 years but
within 5 years
Put option liabilities /H1118/H1118/H1118/H1118/H1118/H111841,424 41,580 41,580 – –
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,117 47,117 47,117 – –
Long-term bank loan /H1118/H1118/H1118/H1118/H1118/H111847,534 49,077 6,317 42,760 –
Short-term bank loans /H1118/H1118/H1118/H1118/H1118102,275 104,000 104,000 – –
Other payables, deposits
received and accrued
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118330,848 330,848 330,848 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,584 59,385 35,899 14,428 9,058
Amounts due to related
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,656 14,656 14,656 – –
Total financial liabilities
that are settled by
delivering cash or
another financial asset /H1118/H1118 639,438 646,663 580,417 57,188 9,058
The carrying amounts of preferred shares and other financial instruments subject to redemption and other
preferential rights were RMB7,017.6 million and RMB8,181.7 million as of December 31, 2022 and 2023,
respectively. These carrying amounts represented the maximum amounts that the Company could be required to pay
upon occurrence of specified contingent events. As some of these triggering events, such as change of control of the
Company could happen at any time, the Group may be required to pay the carrying amounts upon such events. These
contingent redemption obligations automatically expired when the preferred shares were converted into ordinary
shares upon the completion of the Company’s IPO on October 25, 2024. The carrying amount of warrant liabilities
measured at FVTPL was RMB72.1 million as of December 31, 2022, which was exercised by the investor to subscribe
for non-redeemable preferred shares in 2023.
APPENDIX I ACCOUNTANTS’ REPORT
– I-77 –


--- page 654 ---
(c) Interest rate risk
Interest-bearing financial instruments at variable rates and at fixed rates expose the Group to cash flow interest
rate risk and fair value interest risk, respectively. The Group determines the appropriate weightings of the fixed and
floating rate interest-bearing instruments based on the current market conditions and performs regular reviews and
monitoring to achieve an appropriate mix of fixed and floating rate exposure. The Group does not enter into financial
derivatives to hedge interest rate risk.
The following table details the interest rate profile of the Group’s financial assets and liabilities as of the end
of each year/period presented.
(i) Interest rate risk profile
As of December 31, As of June 30,
2022 2023 2024 2025
interest
rates % RMB’000
interest
rates % RMB’000
interest
rates % RMB’000
interest
rates % RMB’000
Fix rate instruments:
Cash and cash equivalents /H1118/H1118/H1118/H11180%-3.1% 2,233,691 0%~3.1% 1,661,152 0%~5.25% 4,268,300 0%~4.44% 3,836,137
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.47%-4.49% 1,057,292 4.69%-6.00% 2,550,279 1.55%~5.05% 620,148 1.65% 251,733
Restricted cash – current /H1118/H1118/H1118/H11180.01% 1,393 0.01% 10,194 0.01%~2% 4,814 0.01%~1.5% 3,273
Restricted cash – non-current /H1118/H1118 0.01% 11,004 0.01% 1,575 0.01%~1.61% 9,669 0.01%~1.95% 12,142
Long-term bank loan /H1118/H1118/H1118/H1118/H1118/H1118– – – – 2.9% (50,040) 2.9% (47,534)
Short-term bank loans /H1118/H1118/H1118/H1118/H1118/H1118– – – – 2.5% (30,019) 2.15%~2.5% (102,275)
Lease liabilities-current /H1118/H1118/H1118/H1118/H11184.4% (32,009) 4.4% (31,098) 4.4% (36,900) 4.4% (34,386)
Lease liabilities – non-current /H1118/H1118 4.4% (35,864) 4.4% (22,309) 4.4% (26,059) 4.4% (21,198)
3,235,507 4,169,793 4,759,913 3,897,892
Variable rate instruments:
Non-equity investments /H1118/H1118/H1118/H1118/H1118 1,218,524 317,042 1,685,146 1,735,333
(ii) Sensitivity analysis
As of December 31, 2022, 2023 and 2024 and June 30, 2025, it is estimated that a general increase/decrease
of 100 basis points in interest rates, with all other variables held constant, would have decreased/increased the
Group’s loss for the year/period and accumulated losses by RMB12.2 million, RMB3.2 million, RMB16.9 million and
RMB17.4 million, respectively.
The sensitivity analysis above indicates the instantaneous change in the Group’s loss for the year and
accumulated losses that would arise assuming that the change in interest rates had occurred at the end of the
years/period presented and had been applied to re-measure those financial instruments held by the Group which
expose the Group to fair value interest rate risk at the end of the years/period presented. In respect of the exposure
to cash flow interest rate risk arising from floating rate non-derivative instruments held by the Group at the end of
the years/period presented, the impact on the Group’s loss for the year and accumulated losses is estimated as an
annualised impact on interest expense or income of such a change in interest rates.
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 655 ---
(d) Foreign currency risk
The Group is exposed to currency risk primarily due to receivables, payables and cash balances that are
denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the
transactions relate. The currencies giving rise to this risk are primarily United States dollars (“USD”). The Group
manages this risk as follows:
(i) Exposure to currency risk
The following table details the Group’s exposure at the end of the years/period presented to currency risk
arising from recognized assets or liabilities denominated in a currency other than the functional currency of the entity
to which they relate. For presentation purposes, the amounts of the exposure are shown in RMB, translated using the
spot rate at the year-end date. Differences resulting from the translation of the financial statements of foreign
operations into the Group’s presentation currency are excluded.
As of December 31, As of June 30,
2022 2023 2024 2025
USD USD USD USD
RMB’000 RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H111811,379 306,677 1,941,370 2,123,795
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,694 34,533
Intercompany payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(139,623) (280,050) (1,493,516) (1,499,429)
Net exposure arising from
recognized assets and liabilities /H1118 (128,244) 26,627 457,548 658,899
(ii) Sensitivity analysis
The following table indicates the instantaneous change in the Group’s loss for the year and cumulative losses
that would arise if foreign exchange rates to which the Group has significant exposure at the end of each year/period
presented had changed at that date, assuming all other risk variables remained constant.
As of December 31, As of June 30,
2022 2023 2024 2025
Increase/
(decrease)
in foreign
exchange
rates
(Increase)/
decrease on
loss for the
year and
accumulated
losses
Increase/
(decrease)
in foreign
exchange
rates
(Increase)/
decrease on
loss for the
year and
accumulated
losses
Increase/
(decrease)
in foreign
exchange
rates
(Increase)/
decrease on
loss for the
year and
accumulated
losses
Increase/
(decrease)
in foreign
exchange
rates
(Increase)/
decrease on
loss for the
year and
accumulated
losses
RMB’000 RMB’000 RMB’000 RMB’000
USD /H1118/H1118/H1118/H111810% (12,824) 10% 2,663 10% 45,755 10% 65,890
USD /H1118/H1118/H1118/H1118(10%) 12,824 (10%) (2,663) (10%) (45,755) (10%) (65,890)
Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on
each of the Group entities’ loss for the year and cumulative losses measured in the respective functional currencies,
translated into RMB at the exchange rate ruling at the end of the years/period presented for presentation purposes.
The sensitivity analysis assumes that the change in foreign exchange rates had been applied to re-measure
those financial instruments held by the Group which expose the Group to foreign currency risk at the end of each
year/period presented, including inter-company payables and receivables within the Group which are denominated in
a currency other than the functional currencies of the lender or the borrower. The analysis excludes differences that
would result from the translation of the financial statements of foreign operations into the Group’s presentation
currency.
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 656 ---
(e) Fair value measurement
(i) Financial assets and liabilities measured at fair value
Fair value hierarchy
The following table presents the fair value of the Group’s financial instruments measured at the end of
the years/period presented on a recurring basis, categorized into the three-level fair value hierarchy as defined
in IFRS 13, Fair value measurement . The level into which a fair value measurement is classified is determined
with reference to the observability and significance of the inputs used in the valuation technique as follows:
 Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices
in active markets for identical assets or liabilities at the measurement date.
 Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail
to meet Level 1, and not using significant unobservable inputs.
Unobservable inputs are inputs for which market data are not available.
 Level 3 valuations: Fair value measured using significant unobservable inputs.
The following table presents the Group’s financial assets and liabilities that are measured at fair value
at the end of each year/period presented:
As of December 31, 2022
Recurring fair value measurement Fair value Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000
Assets
– Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,218,524 – 1,218,524 –
Liabilities
Financial liabilities measured
at FVTPL
– Warrant liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111872,112 – – 72,112
As of December 31, 2023
Recurring fair value measurement Fair value Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000
Assets
– Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118317,042 – 317,042 –
As of December 31, 2024
Recurring fair value measurement Fair value Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000
Assets
– Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742,065 56,919 1,685,146 –
As of June 30, 2025
Recurring fair value measurement Fair value Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000
Assets
– Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,793,484 40,871 1,735,333 17,280
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 657 ---
For the years/period presented, there were no transfers between Level 1 and Level 2, or transfers into
or out of Level 3. The Group’s policy is to recognize transfers between levels of fair value hierarchy as at the
end of the years/period presented in which they occur.
Financial instruments in level 2
Financial assets at FVTPL
The fair value of the financial assets in Level 2, is determined based on the unit price published on the
counterparty bank’s or financial institution’s websites. The published unit price is the unit price at which a
holder could redeem the fund units at the end of each year/period presented.
Financial assets at FVTPL consisted of the following:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Aggregated cost basis /H1118/H1118/H1118/H1118/H11181,165,256 258,587 1,662,401 1,696,312
Gross unrealized holding
gain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,268 58,455 22,745 39,021
Aggregate fair value /H1118/H1118/H1118/H1118/H1118/H11181,218,524 317,042 1,685,146 1,735,333
The tables below reflect the reconciliation from the opening balance to the closing balance for recurring
fair value measurements of the fair value hierarchy for the years presented:
For the year ended December 31, 2022
January 1,
2022 Purchase Sell
Included
in earnings
Foreign
exchange
effect
December 31,
2022
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Assets
Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,868 2,041,173 (929,785) 7,731 45,537 1,218,524
For the year ended December 31, 2023
January 1,
2023 Purchase Sell
Included
in earnings
Foreign
exchange
effect
December 31,
2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Assets
Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,218,524 1,965,328 (2,925,265) 42,960 15,495 317,042
For the year ended December 31, 2024
January 1,
2024 Purchase Sell
Included
in earnings
Foreign
exchange
effect
December 31,
2024
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Assets
Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118317,042 1,665,195 (324,791) 22,745 4,955 1,685,146
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 658 ---
For the six months ended June 30, 2025
January 1,
2025 Purchase Sell
Included
in earnings
Foreign
exchange
effect
June 30,
2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Assets
Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,685,146 20,001 (1,714) 39,021 (7,121) 1,735,333
Financial instruments in level 3
Financial liabilities measured at FVTPL
As disclosed in Note 27, the fair value of financial liabilities measured at FVTPL at the dates of issuance
and balance sheet dates were determined by management with the assistance of a valuer using valuation
techniques. The Group uses its judgments to select a variety of methods and make assumptions that are mainly
based on market conditions existing at the end of each year/period presented. The Group has used discounted
cash flow method to determine the business value of the Group, followed by binomial option-pricing models
to determine the fair value of convertible notes and warrant liabilities, which involved the use of significant
accounting estimates and judgments.
Quantitative sensitivity analysis on the fair value changes of the financial liabilities measured at FVTPL
is set out below. It is estimated that with all other variables held constant, an increase/decrease in the respective
parameter would have impacts on the Group’s consolidated profit or loss and other comprehensive income for
the year presented.
As of December 31,
2022
RMB’000
1% increase in risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(239)
1% decrease in risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248
10% increase in expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70)
10% decrease in expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144)
Major assumptions used in the valuation for the fair value of financial liabilities measured at FVTPL
and its movement are presented in Note 27.
(ii) Fair value of financial assets and liabilities carried at other than fair value
The carrying amounts of the Group’s financial instruments carried at cost or amortized cost are not materially
different from their fair values as of December 31, 2022, 2023 and 2024, except for the preferred shares and other
financial instruments subject to redemption and other preferential rights, for which their carrying amounts and fair
value and the level of fair value hierarchy were disclosed as below:
Fair value measurements as of
December 31, 2022 categorized into
Carrying
amounts Fair value Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares and other
financial instruments
subject to redemption
and other preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,017,554 8,719,083 – – 8,719,083
APPENDIX I ACCOUNTANTS’ REPORT
– I-82 –


--- page 659 ---
Fair value measurements as of
December 31, 2023 categorized into
Carrying
amounts Fair value Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Preferred shares and other
financial instruments
subject to redemption
and other preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,181,722 11,181,388 – – 11,181,388
The fair value of preferred shares and other financial instruments subject to redemption and other preferential
rights was determined using the binominal option-pricing model. Assumptions used in the binominal option-pricing
model were presented as below:
As of December 31,
2022 2023
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859.4% 53.8%
Risk-free interest rate (per annum) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.2% 4.3%
Expected dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% 0%
Expected term /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0-4.0 years 2.5 years
Financial assets at FVTPL
Financial instruments in level 3 assets at FVTPL represented equity investments in an unlisted
partnership enterprise, which is determined by using recent transaction approach. Under this approach, the
significant unobservable input is recent transaction prices.
The table below reflects the reconciliation from the opening balance to the closing balance for recurring
fair value measurements of the fair value hierarchy for the period presented:
For the six months ended June 30, 2025
January 1,
2025 Purchase Sell
Included in
earnings
Foreign
exchange
effect
June 30,
2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 17,28 0––– 17,280
APPENDIX I ACCOUNTANTS’ REPORT
– I-83 –


--- page 660 ---
(f) Cash concentration
Cash, cash equivalents, restricted cash, time deposits and financial assets at FVTPL, which are maintained at
banks, consist of the following:
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
RMB denominated:
Financial institutions in Chinese
Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118834,339 528,980 503,800 569,601
USD denominated:
Financial institutions in Chinese
Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118778,473 306,677 1,816,218 1,288,818
Financial institution in Hong Kong /H1118/H1118/H1118350,834 2,200,365 11,671 11,621
Financial institution in the U.S. /H1118/H1118/H1118/H1118/H11182,558,258 1,499,960 462,786 122,292
Financial institution in the Singapore /H1118/H1118 – 502 3,767,075 3,828,715
Financial institution in the Middle East /H1118 – – 10,561 8,261
Arab Emir. Dirham (“AED”)
denominated:
Financial institution in the Middle East /H1118 – 3,758 3,198 850
European Dollar (“EUR”)
denominated:
Financial institutions in Chinese
Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,129 317
Financial institution in the Middle East /H1118 – – 186 –
Financial institution in the Germany /H1118/H1118/H1118 ––– 8 9
Singapore Dollar (“SGD”)
denominated:
Financial institution in the Singapore /H1118/H1118 – – 11,453 8,054
The bank deposits in Chinese Mainland, Hong Kong, the U.S., Germany and Singapore are insured by the
government authority up to RMB500,000, HKD500,000, USD250,000, EUR100,000 and SGD100,000 with
individual bank, respectively. Total bank deposits amounted to RMB28.0 million, RMB37.0 million, RMB51.0
million and RMB33.2 million are insured as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
The Company has not experienced any losses in uninsured bank deposits.
32 COMMITMENTS
Commitments outstanding as of June 30, 2025 consist of the following:
As of June 30,
2025
RMB’000
Contracted for purchase of inventories (Note 31 (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,488
Contracted for purchase of services (Note 31 (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118216,807
269,295
Note: As of June 30, 2025, the Group had entered into the following commitment agreements;
APPENDIX I ACCOUNTANTS’ REPORT
– I-84 –


--- page 661 ---
(i) A vehicle purchase agreement with Zhengzhou Y utong Bus Co., Ltd. (“Y utong”), an affiliate of
a shareholder of the Company, pursuant to which the Group committed to purchase vehicles
manufactured by Y utong with an aggregated purchase amount of RMB100.3 million in 2024. As
of June 30, 2025, the Group has paid RMB62.0 million under this vehicle purchase agreement.
The Group is in the process of negotiating with Y utong to extend the term to purchase vehicles
under the agreement.
Another vehicle purchase agreement with a Chinese manufacturer, specializing in the
development, production and sale of buses, pursuant to which the Group committed to purchase
vehicles manufactured by this manufacturer with an aggregated purchase amount of RMB32.7
million in 2024 and 2025. As of June 30, 2025, the Group has paid RMB18.6 million under this
vehicle purchase agreement.
(ii) A research and development service agreement with another Chinese manufacturer, pursuant to
which the Group committed to purchase research and development services from the
manufacturer with an aggregated purchase consideration of RMB216.8 million in 2024 and 2025.
As of June 30, 2025, the research and development services has not started and no consideration
has been paid yet.
33 MATERIAL RELATED PARTY TRANSACTIONS
(a) Name and relationship with related parties
Name of related parties Relationship with the Group
Dr. Tony Xu Han /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founder, Chairman, Executive Director and CEO
Mr. Y an Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Co-founder, Executive Director and Chief
Technology Officer
Mr. Hua Zhong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Senior Vice President
Ms. Jennifer Xuan Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Chief Financial Officer and Head of International
Mr. Qingxiong Y ang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Vice President
Mr. Jean-François Salles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Non-Executive Director
Mr. Kazuriho Doi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Non-Executive Director
Mr. David Tong Zhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent Director
Ms. Huiping Y an /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent Director
Mr. Grégoire de Franqueville /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Former Non-Executive Director
Mr. Takao Asami /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Former Non-Executive Director
Mr. Yibing Xu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Former Non-Executive Director
Mr. Jingzhao Wan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Former Non-Executive Director
Mr. Ziping Kuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Former Non-Executive Director
Mohamed Albadrsharif Shaikh Abubaker Alshateri /H1118Former Non-Executive Director
Alliance Automotive R&D (Shanghai) Co., Ltd.,
Alliance V entures, B.V . and Nissan Mobility
Service Co., Ltd (collectively “Alliance
affiliates”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Affiliates of a shareholder
Zhengzhou Y utong Bus Co., Ltd., Zhengzhou
Y utong Heavy Industry Co., Ltd., Y utong Heavy
Equipment Co., Ltd., Zhengzhou Y utong Mining
Equipment Co., Ltd, and Ourland Environmental
Technical Ltd (collectively “Y utong affiliates”) /H1118/H1118
Affiliates of a shareholder
Guangzhou Y uji Technology Co., Ltd. and its
subsidiaries (collectively “Y uji affiliates”) /H1118/H1118/H1118/H1118/H1118
Entity controlled by a close family member of
Dr. Tony Xu Han
APPENDIX I ACCOUNTANTS’ REPORT
– I-85 –


--- page 662 ---
(b) Key management personnel compensation
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Short-term employment benefits
(excluding discretionary bonus) /H1118 22,461 18,191 15,575 8,037 8,972
Discretionary bonus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,083 7,396 15,425 5,470 4,376
Contributions to defined
contribution retirement plans /H1118/H1118/H1118 268 264 229 135 109
Share-based compensation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,410 621,172 973,975 165,528 40,047
120,222 647,023 1,005,204 179,170 53,504
(c) Other transactions with related parties
In addition to the transactions disclosed elsewhere in this report, the Group entered into the following
continuing material related party transactions during the years/periods presented:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Sales of goods to:
Y utong affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,697 5,708 – – 92
Alliance affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,276 4,510 2,840 2,620 –
44,973 10,218 2,840 2,620 92
Service rendered to:
Alliance affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,647 14,898 15,053 6,478 6,058
Y utong affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118833 23,390 13,816 6,660 2,107
Y uji affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118603 – 528 – –
9,083 38,288 29,397 13,138 8,165
Purchases of goods or services
from:
Y utong affiliates* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118168,862 18,377 71,042 53,638 13,366
Y uji affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,274 111,532 90,055 65,557 32,379
199,136 129,909 161,097 119,195 45,745
Payments made on behalf of
customers to:
Y uji affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 34,848 65,238 41,500 2,734
– 34,848 65,238 41,500 2,734
Disposal of property and
equipment to:
Y uji affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 1,431
–––– 1,431
APPENDIX I ACCOUNTANTS’ REPORT
– I-86 –


--- page 663 ---
* The Group sold and recognized goods purchased from Y utong affiliates for business operation in cost
of goods sold in the amount of RMB111.7 million, RMB10.8 million, RMB9.1 million and RMB7.3
million for the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025,
respectively.
In addition, the Group entered into a share subscription agreement with one of Alliance affiliates in July
2024, who committed to subscribe shares of the Company as a cornerstone investor with an aggregate
purchase price of USD97.0 million (equivalent to RMB689.6 million). The Company issued 18,774,194
Class A ordinary shares for cash consideration of USD5.17 each to the shareholder and collected the
subscription consideration upon completion of the IPO.
In July 2024, the Company issued 80,544,159 ordinary shares to settle vested restricted shares held by
certain management personnel and withheld 45,449,991 vested restricted share units to fund the
withholding tax payable arising from the settlement of these vested restricted share units amounting to
RMB394.2 million.
(d) Balances with related parties
The Group
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade related –
Trade receivables from:
Alliance affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,537 3,252 3,944 145
Y utong affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,200 26,218 11,880 11,222
Y uji affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Less: loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,255) (2,547) (2,707) (2,395)
Trade receivables, net of loss
allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,482 26,923 13,117 8,972----- ----- ----- -----
Prepayments to:
Y uji affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118640 – – 18,500
Y utong affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,501 23,445
Prepayments to and amounts due
from related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,122 26,923 26,618 50,917
Trade related:
Amounts due to related parties
Y utong affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,832 35,009 2,185 8,070
Y uji affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,000 42,393 7,265 6,586
Alliance affiliates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4 2 5––
24,832 77,827 9,450 14,656
APPENDIX I ACCOUNTANTS’ REPORT
– I-87 –


--- page 664 ---
As of December 31, 2022, 2023 and 2024 and June 30, 2025, amounts due from related parties are unsecured,
interest-free and repayable on demand.
The Company
As of December 31, As of June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-trade related:
Amounts due from subsidiaries,
including former VIE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,685,091 4,332,839 6,946,299 6,086,735
The Company records its investment in subsidiaries, including former VIE under the equity method of
accounting. Such investments are presented on the Company’s statement of financial position as “Amounts due from
subsidiaries, including former VIE”.
34 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED
BUT NOT YET EFFECTIVE FOR THE TRACK RECORD PERIOD
Up to the date of issue of the Historical Financial Information, the IASB has issued a number of amendments,
which are not yet effective for the Track Record Period and have not been adopted in the Historical Financial
Information. These developments include the following which may be relevant to the Group.
Effective for accounting
period beginning on or after
Amendments to IFRS 9 and IFRS 7, Contracts Referencing Nature-dependent
Electricity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
January 1, 2026
Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and
Measurement of Financial Instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
January 1, 2026
Annual improvements to IFRS Accounting Standards — V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118January 1, 2026
IFRS 18, Presentation and Disclosure in Financial Statements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118January 1, 2027
IFRS 19, Subsidiaries without Public Accountability: Disclosures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118January 1, 2027
Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an
investor and its associate or joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
To be determined at a
future date
The Group is in the process of making an assessment of what the impact of these developments is expected
to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a
significant impact on the consolidated financial statements except for the following:
IFRS 18, Presentation and disclosure in financial statements
IFRS 18 will replace IAS 1 Presentation of financial statements and aims to improve the transparency and
comparability of information about an entity’s financial statements. Even though IFRS 18 will not impact the
recognition or measurement of items in the consolidated financial statements, IFRS 18 introduces significant changes
to the presentation of financial statements, with a focus on information about financial performance present in the
statement of profit or loss, which will affect how the Group present and disclose financial performance in the
consolidated financial statements. IFRS 18 is effective for the year beginning on or after 1 January 2027 and is to
be applied retrospectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-88 –


--- page 665 ---
35 DIRECTORS’ EMOLUMENTS
Directors’ emoluments disclosed pursuant to the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, Section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part
2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, is as follows:
For the year ended December 31, 2022
Note
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions
Share-based
compensation
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Dr. Tony Xu Han /H1118/H1118/H1118i – 7,599 4,527 42 35,384 47,552
Mr. Y an Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118ii – 3,310 3,495 42 11,795 18,642
Non-Executive
Directors
Mr. Duane Ziping
Kuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118iii ––––– –
Mr. Jingzhao Wan /H1118/H1118/H1118iv ––––– –
Mr. Takao Asami /H1118/H1118/H1118v ––––– –
Mr. Yibing Xu /H1118/H1118/H1118/H1118/H1118vi ––––– –
– 10,909 8,022 84 47,179 66,194
For the year ended December 31, 2023
Note
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions
Share-based
compensation
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Dr. Tony Xu Han /H1118/H1118/H1118i – 4,240 4,369 43 294,868 303,520
Mr. Y an Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118ii – 3,582 4,226 43 162,967 170,818
Non-Executive
Directors
Mr. Duane Ziping
Kuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118iii ––––– –
Mr. Jingzhao Wan /H1118/H1118/H1118iv ––––– –
Mr. Takao Asami /H1118/H1118/H1118v ––––– –
Mr. Yibing Xu /H1118/H1118/H1118/H1118/H1118vi ––––– –
Mr. Mohamed
Albadrsharif Shaikh
Abubaker Alshateri /H1118 vii ––––– –
– 7,822 8,595 86 457,835 474,338
APPENDIX I ACCOUNTANTS’ REPORT
– I-89 –


--- page 666 ---
For the year ended December 31, 2024
Note
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions
Share-based
compensation
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Dr. Tony Xu Han /H1118/H1118/H1118i – 4,852 5,643 47 257,358 267,900
Mr. Y an Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118ii – 3,633 2,847 47 137,111 143,638
Non-Executive
Directors
Mr. Duane Ziping
Kuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118iii ––––– –
Mr. Jingzhao Wan /H1118/H1118/H1118iv ––––– –
Mr. Takao Asami /H1118/H1118/H1118v ––––– –
Mr. Yibing Xu /H1118/H1118/H1118/H1118/H1118vi ––––– –
Mr. Mohamed
Albadrsharif Shaikh
Abubaker Alshateri /H1118 vii ––––– –
Mr. Grégoire de
Franqueville /H1118/H1118/H1118/H1118/H1118x ––––– –
Independent
Directors
Mr. David Tong
Zhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118viii 1 3 0–––– 130
Ms. Huiping Y an /H1118/H1118/H1118viii 1 3 0–––– 130
260 8,485 8,490 94 394,469 411,798
For the six months ended June 30, 2024
(Unaudited) Note
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions
Share-based
compensation
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Dr. Tony Xu Han /H1118/H1118/H1118i – 2,653 2,842 23 82,849 88,367
Mr. Y an Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118ii – 1,815 1,421 23 45,187 48,446
Non-Executive
Directors
Mr. Duane Ziping
Kuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118iii ––––– –
Mr. Jingzhao Wan /H1118/H1118/H1118iv ––––– –
Mr. Takao Asami /H1118/H1118/H1118v ––––– –
Mr. Yibing Xu /H1118/H1118/H1118/H1118/H1118vi ––––– –
Mr. Mohamed
Albadrsharif Shaikh
Abubaker Alshateri /H1118 vii ––––– –
– 4,468 4,263 46 128,036 136,814
APPENDIX I ACCOUNTANTS’ REPORT
– I-90 –


--- page 667 ---
For the six months ended June 30, 2025
Note
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions
Share-based
compensation
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Dr. Tony Xu Han /H1118/H1118/H1118i – 2,441 1,437 27 21,028 24,933
Mr. Y an Li /H1118/H1118/H1118/H1118/H1118/H1118/H1118ii – 2,053 1,365 27 7,009 10,454
Non-Executive
Directors
Mr. Takao Asami /H1118/H1118/H1118v ––––– –
Mr. Grégoire de
Franqueville /H1118/H1118/H1118/H1118/H1118x ––––– –
Mr. Jean-François
Salles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ix ––––– –
Mr. Kazuriho Doi /H1118/H1118/H1118ix ––––– –
Independent
Directors
Mr. David Tong
Zhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118viii 359 – – – 2,062 2,421
Ms. Huiping Y an /H1118/H1118/H1118viii 359 – – – 2,424 2,783
718 4,494 2,802 54 32,523 40,591
Notes:
(i) Dr. Tony Xu Han has served as the executive director since February 8, 2018. He founded the Company
and serves as the Chief Executive Officer during the years presented, and his remuneration disclosed
above include those for services rendered by him as a key management personnel.
(ii) Dr. Y an Li has served as the executive director since December 14, 2018. He co-founded the Company
and serves as the Chief Technology Officer during the years presented, and his remuneration disclosed
above include those for services rendered by him as a key management personnel.
(iii) Mr. Duane Ziping Kuang has served as the non-executive director since September 25, 2017 and has
resigned on October 24, 2024.
(iv) Mr. Jingzhao Wan has served as the non-executive director since December 14, 2020 and has resigned
on October 24, 2024.
(v) Mr. Takao Asami has served as the non-executive director since April 1, 2022 and has resigned on March
24, 2025.
(vi) Mr. Yibing Xu has served as the non-executive director since October 29, 2022 and has resigned on
October 24, 2024.
(vii) Mr. Mohamed Albadrsharif Shaikh Abubaker Alshateri has served as the non-executive director since
February 27, 2023 and has resigned on October 24, 2024.
(viii) Ms. Huiping Y an and Mr. David Tong Zhang have been appointed as independent director of the
Company from October 24, 2024.
(ix) Mr. Jean-François Salles and Mr. Kazuhiro Doi has been appointed as non-executive director of the
Company from March 24, 2025 and April 18, 2025, respectively.
(x) Mr. Grégoire de Franqueville has been appointed as non-executive director of the Company from
October 24, 2024 and has resigned on March 5, 2025.
During the Track Record Period, there were no amounts paid or payable by the Group to the directors or any
of the highest paid individuals set out in Note 36 below as an inducement to join or upon joining the Group or as
compensation for loss of office. There was no arrangement under which a director waived or agreed to waive any
emoluments during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-91 –


--- page 668 ---
36 INDIVIDUALS WITH HIGHEST EMOLUMENTS
During the Track Record Period, of the five individuals with the highest emoluments, 2, 2, 2, 2 (unaudited)
and 2 individuals are directors whose emoluments are disclosed in Note 35.
The aggregate of the emoluments in respect of the other 3, 3, 3, 3 (unaudited), and 3 individuals are as follows:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries, allowances and benefits in
kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,052 7,781 7,875 3,952 2,720
Discretionary bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,445 3,912 7,348 1,678 2,058
Retirement scheme contributions /H1118/H1118/H1118 63 154 88 58 –
Share-based compensation expenses /H1118 50,799 160,956 589,792 44,573 87,904
58,359 172,803 605,103 50,261 92,682
The emoluments of the above individuals with the highest emoluments are within the following bands:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
Number of
individuals
Number of
individuals
Number of
individuals
Number of
individuals
Number of
individuals
(unaudited)
HK$6,000,001 – HK$6,500,000 /H1118/H1118/H1118/H1118 ––––1
HK$9,000,001 – HK$9,500,000 /H1118/H1118/H1118/H1118 ––––1
HK$10,500,001 – HK$11,000,000 /H1118/H1118 –––1–
HK$13,000,001 – HK$13,500,000 /H1118/H1118 1––––
HK$15,500,001 – HK$16,000,000 /H1118/H1118 –––1–
HK$16,500,001 – HK$17,000,000 /H1118/H1118 ––1––
HK$17,500,001 – HK$18,000,000 /H1118/H1118 1––––
HK$27,500,001 – HK$28,000,000 /H1118/H1118 –––1–
HK$33,500,001 – HK$34,000,000 /H1118/H1118 1––––
HK$39,000,001 – HK$39,500,000 /H1118/H1118 –1–––
HK$57,500,001 – HK$58,000,000 /H1118/H1118 –1–––
HK$67,500,001 – HK$68,000,000 /H1118/H1118 ––1––
HK$84,500,001 – HK$85,000,000 /H1118/H1118 ––––1
HK$104,000,001 – HK$104,500,000 /H1118 –1–––
HK$578,000,001 – HK$578,500,000 /H1118 ––1––
37 SUBSEQUENT EVENTS
In August 2025, Grab Inc. (“Grab”) committed to an equity investment of US$15 million in the Company. This
investment is expected to be called by WeRide and completed by the first half of 2026, subject to customary closing
conditions. Grab will invest at a price based on the volume-weighted average price of WeRide’s American Depositary
Shares prior to the closing.
SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company and its subsidiaries
comprising the Group in respect of any period subsequent to June 30, 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-92 –


--- page 669 ---
The following information does not form part of the Accountants’ Report from the
Company’ s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, as set out
in Appendix I to this prospectus, and is included herein for illustrative purposes only. The
unaudited pro forma financial information should be read in conjunction with the section
headed “Financial information” in this prospectus and the Accountants’ Report set out in
Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group is prepared in accordance with paragraph 4.29 of the Listing Rules, and is set out
below to illustrate the effect of the Global Offering on the consolidated net tangible assets
attributable to equity shareholders of the Company as at June 30, 2025 as if the Global Offering
had taken place on June 30, 2025.
The unaudited pro forma statement of adjusted net tangible assets has been prepared for
illustrative purposes only and because of its hypothetical nature, it may not give a true picture
of the financial position of the Group had the Global Offering been completed as at June 30,
2025 or at any future date.
Consolidated net
tangible assets
attributable to equity
shareholders of the
Company as at
June 30, 2025 (1)
Estimated
net proceeds
from the
Global
Offering (2)
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
equity shareholders
of the Company
Unaudited pro forma
adjusted net tangible
assets per Share (3)
RMB’000 RMB’000 RMB’000 RMB HK$ (4)
Based on the Maximum Public Offer
Price of HK$35.00 per Offer
Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,399,454 2,709,674 9,109,128 8.89 9.73
Notes:
(1) The consolidated net tangible assets attributable to equity shareholders of the Company as at June 30, 2025
is calculated based on the consolidated total equity attributable to equity shareholders of the Company of
RMB6,463,756,000 as at June 30, 2025, less intangible assets of RMB19,544,000 and goodwill of
RMB44,758,000 as at the date, as extracted from the historical financial information included in the
Accountants’ Report set out in Appendix I to the prospectus.
(2) The estimated net proceeds from the Global Offering are based on the Maximum Public Offer Price of
HK$35.00 per Offer Share and the expected issuance of 88,250,000 Shares, after deduction of the estimated
underwriting fees and other related expenses paid or payable by the Group related to Global Offering
(excluding listing expenses of RMB30,882,000 which have been charged to profit or loss on or before June
30, 2025), and does not take into account any Shares which may be issued upon the exercise of the
Over-allotment Option, vesting of restricted share units or exercise of share options pursuant to the 2018 Share
Plan or any Shares which may be issued or repurchased by the Company after June 30, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 670 ---
The estimated net proceeds of the Global Offering have been converted to RMB at the People’s Bank of China
(“PBOC ”) rate of HK$1.0000 to RMB0.9136 prevailing on October 20, 2025. No representation is made that
HK$ amounts have been, could have been or may be converted to RMB, or vice versa, at that rate or at any
other rate.
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the adjustments
referred to in the preceding paragraphs and on the basis that 1,024,878,512 Shares were in issue immediately
following the completion of the Global Offering, (take into account (i) 922,584,569 Shares issued and
outstanding as of June 30, 2025, (ii) 14,043,943 restricted share units vested but not yet issued as at June 30,
2025, (iii) 88,250,000 Offer Shares under the Global Offering, disregard (iv) 24,019,578 shares issued to its
depositary bank to be used to settle vested RSUs and share options as of June 30, 2025) and does not take into
account any Shares which may be issued upon the exercise of the Over-allotment Option, vesting of restricted
share units or exercise of share options pursuant to the 2018 Share Plan or any Shares which may be issued
or repurchased by the Company after June 30, 2025.
(4) The unaudited pro forma adjusted consolidated net tangible assets per Share are converted from or into HK$
with the PBOC rate of RMB0.9136 to HK$1.0000 prevailing on October 20, 2025. No representation is made
that RMB amounts have been, could have been or may be converted to HK$, or vice versa, at that rate or at
any other rate.
(5) No adjustment has been made to reflect any trading result or other transactions of the Group entered into
subsequent to June 30, 2025, including Uber’s equity investment commitment as set out in Note 37 of the
Accountants’ Report set out in Appendix I to the prospectus.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 671 ---
B. REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from the reporting accountants, KPMG,
Certified Public Accountants, Hong Kong, in respect of the Group’ s pro forma financial
information for the purpose in this prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
To the Directors of WeRide Inc.
We have completed our assurance engagement to report on the compilation of pro forma
financial information of WeRide Inc. (the “Company”) and its subsidiaries (collectively the
“Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. The
unaudited pro forma financial information consists of the unaudited pro forma statement of
adjusted net tangible assets as at June 30, 2025 and related notes as set out in Part A of
Appendix II to the prospectus dated October 28, 2025 (the “Prospectus”) issued by the
Company. The applicable criteria on the basis of which the Directors have compiled the pro
forma financial information are described in Part A of Appendix II to the Prospectus.
The pro forma financial information has been compiled by the Directors to illustrate the
impact of the proposed offering of the ordinary shares of the Company (the “Global Offering”)
on the Group’s financial position as at June 30, 2025 as if the Global Offering had taken place
at June 30, 2025. As part of this process, information about the Group’s financial position as
at June 30, 2025 has been extracted by the Directors from the Group’s historical financial
information included in the Accountants’ Report as set out in Appendix I to the Prospectus.
Directors’ Responsibilities for the Pro Forma Financial Information
The Directors are responsible for compiling the pro forma financial information in
accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting
Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment
Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants
(“HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behaviour.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 672 ---
Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management
for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or
Related Services Engagements”, which requires the firm to design, implement and operate a
system of quality management including policies or procedures regarding compliance with
ethical requirements, professional standards and applicable legal and regulatory requirements.
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the pro forma financial information and to report our opinion to you. We do
not accept any responsibility for any reports previously given by us on any financial
information used in the compilation of the pro forma financial information beyond that owed
to those to whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements (“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro
Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard
requires that the reporting accountants plan and perform procedures to obtain reasonable
assurance about whether the Directors have compiled the pro forma financial information in
accordance with paragraph 4.29 of the Listing Rules, and with reference to AG 7 issued by the
HKICPA.
For purpose of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the pro forma
financial information, nor have we, in the course of this engagement, performed an audit or
review of the financial information used in compiling the pro forma financial information.
The purpose of pro forma financial information included in an investment circular is
solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the Group as if the event had occurred or the transaction had been undertaken
at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of events or transactions as at June 30, 2025 would have been
as presented.
A reasonable assurance engagement to report on whether the pro forma financial
information has been properly compiled on the basis of the applicable criteria involves
performing procedures to assess whether the applicable criteria used by the Directors in the
compilation of the pro forma financial information provide a reasonable basis for presenting
the significant effects directly attributable to the event or transaction, and to obtain sufficient
appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the pro forma financial information reflects the proper application of those
adjustments to the unadjusted financial information.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 673 ---
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the event or transaction
in respect of which the pro forma financial information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the pro forma
financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Our procedures on the pro forma financial information have not been carried out in
accordance with attestation standards or other standards and practices generally accepted in the
United States of America, auditing standards of the Public Company Accounting Oversight
Board (United States) or any overseas standards and accordingly should not be relied upon as
if they had been carried out in accordance with those standards and practices.
We make no comments regarding the reasonableness of the amount of net proceeds from
the issuance of the Company’s shares, the application of those net proceeds, or whether such
use will actually take place as described in the section headed “Future Plans and Use of
Proceeds” in the Prospectus.
Opinion
In our opinion:
(a) the pro forma financial information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group, and
(c) the adjustments are appropriate for the purposes of the pro forma financial
information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
KPMG
Certified Public Accountants
Hong Kong
October 28, 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 674 ---
1. MEMORANDUM OF ASSOCIATION
The Memorandum of Association was conditionally adopted on July 26, 2024 and
effective on October 26, 2024 and states, inter alia, that the liability of the members of the
Company is limited, that the objects for which the Company is established are unrestricted and
the Company shall have full power and authority to carry out any object not prohibited by the
Cayman Companies Act or any other law of the Cayman Islands.
The Memorandum of Association is available on display on the websites specified in
“Appendix V — Documents Delivered to the Registrar of Companies and Available on
Display.”
2. ARTICLES OF ASSOCIATION
The Articles of Association were conditionally adopted on July 26, 2024 and effective on
October 28, 2024 and include provisions to the following effect.
Notwithstanding the current provisions of the Articles of Association, the Company
undertakes to comply with (i) the applicable articles requirements under Chapter 8A of, and
Appendix A1 to, the Listing Rules that are not currently met by the Articles of Association and
(ii) the requirement that where a general meeting is postponed by the Directors, the specific
date, time and place of the postponed meeting must be specified, upon the Listing and before
the Articles of Association are formally amended in an extraordinary general meeting to be
convened within six months from the Listing Date such that immediately upon the Listing, the
Company will be subject to, and will fully comply with, such articles requirements as if they
have already been incorporated into the existing Articles of Association upon the Listing (save
for certain specified exceptions). See “Waivers and Exemption — Requirements Relating to the
Articles of Association” for further details.
2.1 Shares
The Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares.
Holders of the Class A Ordinary Shares and Class B Ordinary Shares will have the same rights
except for voting and conversion rights. The Shares are issued in registered form and are issued
when registered in the register of members (shareholders). The Company may not issue shares
to bearer. The shareholders who are non-residents of the Cayman Islands may freely hold and
vote their Shares.
Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time
by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares
under any circumstances.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-1 –


--- page 675 ---
Upon (i) any direct or indirect sale, transfer, assignment or disposition of such number of
Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment
of the voting power attached to such number of Class B Ordinary Shares through voting proxy
or otherwise to any person that is neither an Affiliate (as defined in the Articles of Association)
of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such another
holder, (ii) any direct or indirect sale, transfer, assignment or disposition of a majority of the
issued and outstanding voting securities of, or the direct or indirect transfer or assignment of
the voting power attached to such voting securities through voting proxy or otherwise, or the
direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets
of, a holder of Class B Ordinary Shares that is an entity to any person that is neither an Affiliate
of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such another
holder, such Class B ordinary shares will be automatically and immediately converted into an
equal number of Class A Ordinary Shares.
2.2 Dividends
The holders of the Shares are entitled to such dividends as may be declared by the Board
or declared by the Shareholders by ordinary resolution (provided that no dividend may be
declared by the Shareholders which exceeds the amount recommended by the Directors). The
Memorandum of Association and Articles of Association provide that dividends may be
declared and paid out of the funds of the Company lawfully available therefor. Under the laws
of the Cayman Islands, the Company may pay a dividend out of either profit or share premium
account, provided that in no circumstances may a dividend be paid if this would result in the
Company being unable to pay its debts as they fall due in the ordinary course of business.
2.3 Voting Rights
Holders of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times, vote
together as one class on all matters submitted to a vote by the members at any general meeting
of the Company. Each Class A Ordinary Share shall be entitled to one vote on all matters
subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall
be entitled to 40 votes on all matters subject to the vote at general meetings of the Company.
V oting at any meeting of Shareholders is by poll.
An ordinary resolution to be passed at a meeting by the Shareholders requires the
affirmative vote of a simple majority of the votes attaching to the Shares cast at a meeting,
while a special resolution requires the affirmative vote of no less than two-thirds of the votes
attaching to the outstanding Shares cast at a meeting. Both ordinary resolutions and special
resolutions may also be passed by a unanimous written resolution signed by all members
entitled to vote. A special resolution will be required for important matters such as a change
of name or making changes to the Memorandum of Association and Articles of Association.
The Shareholders may, among other things, sub-divide or consolidate all or any of the
Company’s share capital by ordinary resolution.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-2 –


--- page 676 ---
2.4 Transfer of Shares
Subject to the restrictions set out in the Memorandum of Association and Articles of
Association as set out below, any of the Shareholders may transfer all or any of his or her
Shares by an instrument of transfer in the usual or common form or any other form approved
by the Board.
The Board may, in its absolute discretion, decline to register any transfer of any Share
which is not fully paid up or on which the Company has a lien. The Board may also decline
to register any transfer of any Share unless:
(a) the instrument of transfer is lodged with the Company, accompanied by the
certificate for the Shares to which it relates and such other evidence as the Board
may reasonably require to show the right of the transferor to make the transfer;
(b) the instrument of transfer is in respect of only one class of Shares;
(c) the instrument of transfer is properly stamped, if required;
(d) in the case of a transfer to joint holders, the transfer is not to more than four joint
holders; and
(e) a fee of such maximum sum as Nasdaq may determine to be payable or such lesser
sum as the Directors may from time to time require is paid to us in respect thereof.
If the Directors refuse to register a transfer they shall, within three months after the date
on which the instrument of transfer was lodged, send to each of the transferor and the transferee
notice of such refusal.
The registration of transfers may, after compliance with any notice required of Nasdaq,
be suspended and the register closed at such times and for such periods as the Board may from
time to time determine, provided, however, that the registration of transfers shall not be
suspended nor the register closed for more than 30 days in any year as the Board may
determine.
2.5 Liquidation
On the winding up of the Company, if the assets available for distribution amongst the
Shareholders shall be more than sufficient to repay the whole of the share capital at the
commencement of the winding up, the surplus shall be distributed amongst the Shareholders
in proportion to the par value of the Shares held by them at the commencement of the winding
up, subject to a deduction from those Shares in respect of which there are monies due, of all
monies payable to the Company for unpaid calls or otherwise. If the assets available for
distribution are insufficient to repay all of the share capital, the assets will be distributed so that
the losses are borne by the Shareholders in proportion to the par value of the Shares held by
them.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-3 –


--- page 677 ---
2.6 Redemption, Repurchase and Surrender of Shares
The Company may issue Shares on terms that such Shares are subject to redemption, at
the Company’s option or at the option of the holders of these Shares, on such terms and in such
manner as may be determined by the Board. The company may also repurchase any of the
Shares on such terms and in such manner as have been approved by the Board or by an ordinary
resolution of the Shareholders. Under the Cayman Companies Act, the redemption or
repurchase of any Share may be paid out of the Company’s profits or out of the proceeds of
a new issue of Shares made for the purpose of such redemption or repurchase, or out of capital
(including share premium account and capital redemption reserve) if the Company can,
immediately following such payment, pay its debts as they fall due in the ordinary course of
business. In addition, under the Cayman Companies Act, no such Share may be redeemed or
repurchased (i) unless it is fully paid up, (ii) if such redemption or repurchase would result in
there being no Shares outstanding or (iii) if the Company has commenced liquidation. In
addition, the Company may accept the surrender of any fully paid Share for no consideration.
2.7 Variation of Rights of Shares
The rights attaching to any class of Shares may, subject to any rights or restrictions for
the time being attached to any class, be materially adversely varied with the consent in writing
of the holders of a majority of the issued Shares of that class, or with the sanction of a special
resolution passed at a separate meeting of the holders of the Shares of that class.
2.8 General Meetings of Shareholders
Shareholders’ general meetings may be held in such place as the Board considers
appropriate.
As a Cayman Islands exempted company, the Company is not obliged by the Cayman
Companies Act to call Shareholders’ annual general meetings. The Memorandum of
Association and Articles of Association provide that the Company may (but are not obliged to)
in each year hold a general meeting as the annual general meeting in which case it shall specify
the meeting as such in the notices calling it, and the annual general meeting shall be held at
such time and place as may be determined by the Directors.
Shareholders’ general meetings may be convened by a majority of the Board or by the
chairman of the Board. Advance notice of at least seven days is required for the convening of
the annual general Shareholders’ meeting (if any) and any other general meeting of the
Shareholders. A quorum required for any general meeting of Shareholders consists of at least
one Shareholder present in person or by proxy, representing not less than one-third of all votes
attaching to the issued and outstanding Shares in the Company entitled to vote at general
meeting. The Company undertakes it will (i) provide 14 days’ notice for any general meetings
after the Listing and (ii) put forth a resolution at or before the next annual general meeting of
the Company after the Listing to amend the Articles of Association so that the minimum notice
period required to convene a general meeting will be 14 days.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-4 –


--- page 678 ---
The Cayman Companies Act does not provide shareholders with the right to requisition
a general meeting, and does not provide shareholders with any right to put any proposal before
a general meeting. However, these rights may be provided in a company’s articles of
association. The Memorandum of Association and Articles of Association provide that upon the
requisition of any one or more of the Shareholders who together hold Shares which carry in
aggregate a majority of all votes attaching to the issued and outstanding Shares of the Company
entitled to vote at general meetings, the Board will convene an extraordinary general meeting
and put the resolutions so requisitioned to a vote at such meeting. However, the Memorandum
of Association and Articles of Association do not provide the Shareholders with any right to
put any proposals before annual general meetings or extraordinary general meetings not called
by such Shareholders. The Company will put forth a resolution at or before its next annual
general meeting to amend the Articles of Association so that the minimum stake required to
convene an extraordinary general meeting and add resolutions to a meeting agenda will be 10%
of the voting rights, on a one vote per share basis, in the share capital of the Company. See
“Waivers and Exemption” for further details.
2.9 Appointment and Removal of Directors
The Articles of Association provide that unless otherwise determined by the Company in
general meeting, the number of Directors shall not be less than three Directors.
The Articles of Association provide that the Company may by ordinary resolution appoint
any person to be a Director or remove any Director (excluding the chairman of the Board which
requires a special resolution) that is not a Founder Entity Appointed Director (as defined in the
Articles of Association). Each Director shall hold office until the expiration of his term as
provided in the written agreement relating to the Director’s term, if any, and until his successor
shall have been elected or appointed, vacates his office in accordance with the provisions of
the Articles of Association, or is removed by the Shareholders. In addition, the Board by the
affirmative vote of a simple majority of the remaining Directors present and voting at a Board
meeting, may at any time and from time to time appoint any person as a Director to fill a casual
vacancy on the Board (other than a Founder Entity Appointed Director) or as an addition to the
existing Board.
The office of a Director shall be vacated if the Director (i) becomes prohibited by
applicable law from being a director; (ii) becomes bankrupt or makes any arrangement or
composition with his creditors; (iii) dies or is found to be or becomes of unsound mind; (iv)
resigns his office by notice in writing; (v) without special leave of absence from the Board, is
absent from meetings of the Board for three consecutive meetings and the Board resolves that
his office be vacated; or (vi) is removed from office pursuant to any other provision of the
Articles of Association.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-5 –


--- page 679 ---
2.10 Proceedings of the Board
The quorum necessary for the transaction of the business of the Directors may be fixed
by the Directors and unless so fixed shall be a majority of the then existing Directors. The
Company will put forth a resolution at or before its next annual general meeting to revise the
Articles of Association so that the quorum necessary for the transaction of the business of the
Directors shall be a majority of the members of the board of Directors.
The Directors may regulate their meetings and proceedings as they think fit. Questions
arising at any meeting shall be decided by a majority of votes.
2.11 Changes in Share Capital
The Company may by ordinary resolution:
(a) increase its share capital by new Shares of such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of a larger amount
than its existing Shares;
(c) subdivide its Shares, or any of them, into Shares of an amount smaller than that
fixed by the Memorandum of Association, provided that in the subdivision the
proportion between the amount paid and the amount, if any, unpaid on each reduced
Share shall be the same as it was in case of the Share from which the reduced Share
is derived; and
(d) cancel any Shares that, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the Shares so cancelled.
The Company may by special resolution reduce its share capital and any capital
redemption reserve in any manner authorized by the Cayman Companies Act.
2.12 Directors’ Power to Issue Shares
Subject to the provisions, if any, in the Memorandum of Association and Articles of
Association and to any direction that may be given by the Company in a general meeting, the
Directors may in their absolute discretion and without approval of the Shareholders, issue
Shares, grant rights over existing Shares or issue other securities in one or more series as they
deem necessary and appropriate and determine designations, powers, preferences, privileges
and other rights, including dividend rights, conversion rights, terms of redemption and
liquidation preferences, any or all of which may be greater than the powers and rights
associated with the Shares held by existing Shareholders, at such times and on such other terms
as they think proper.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-6 –


--- page 680 ---
2.13 Directors’ Borrowing Powers
The Directors may from time to time at their discretion exercise all the powers of the
Company to raise or borrow money and to mortgage or charge its undertaking, property and
assets (present and future) and uncalled capital or any part thereof, to issue debentures,
debenture stock, bonds and other securities, whether outright or as collateral security for any
debt, liability or obligation of the Company or of any third party.
2.14 Disclosure of Interest in Contracts with the Company or any of its Subsidiaries
A Director who is in any way, whether directly or indirectly, interested in a contract or
transaction or proposed contract or transaction with the Company shall declare the nature of
his interest at a meeting of the Directors. A general notice given to the Directors by any
Director to the effect that he is a member of any specified company or firm and is to be
regarded as interested in any contract or transaction which may thereafter be made with that
company or firm shall be deemed a sufficient declaration of interest in regard to any contract
so made or transaction so consummated. A Director may vote in respect of any contract or
transaction or proposed contract or transaction notwithstanding that he may be interested
therein and if he does so his vote shall be counted and he may be counted in the quorum at any
meeting of the Directors at which any such contract or transaction or proposed contract or
transaction shall come before the meeting for consideration.
2.15 Remuneration of Directors
The Directors may receive such remuneration as the Board may from time to time
determine or by ordinary resolution of the shareholders.
The Directors shall be entitled to be paid for their travelling, hotel and other expenses
properly incurred by them in going to, attending and returning from meetings of the Directors,
or any committee of the Directors, or general meetings of the Company, or otherwise in
connection with the business of the Company, or to receive such fixed allowance in respect
thereof as may be determined by the Directors from time to time, or a combination partly of
one such method and partly the other.
2.16 Restriction on Ownership of Securities
There are no provisions in the Articles of Association relating to restrictions on ownership
of the Company’s Shares or securities.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-7 –


--- page 681 ---
3. CAYMAN ISLANDS COMPANY LA W
The Cayman Companies Act is derived, to a large extent, from the older Companies Acts
of England and Wales, but does not follow recent United Kingdom statutory enactments, and
accordingly there are significant differences between the Cayman Companies Act and the
current Companies Act of England. Set out below is a summary of certain provisions of the
Cayman Companies Act, although this does not purport to contain all applicable qualifications
and exceptions or to be a complete review of all matters of corporate law and taxation which
may differ from equivalent provisions in jurisdictions with which interested parties may be
more familiar.
3.1 Incorporation
The Company was incorporated in the Cayman Islands as an exempted company with
limited liability on March 13, 2017 under the Cayman Companies Act. As such, its operations
must be conducted mainly outside the Cayman Islands. The Company is required to file an
annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee
which is based on the size of its authorized share capital.
3.2 Share Capital
The Cayman Companies Act permits a company to issue ordinary shares, preference
shares, redeemable shares or any combination thereof.
The Cayman Companies Act provides that where a company issues shares at a premium,
whether for cash or otherwise, a sum equal to the aggregate amount of the value of the share
premium on those shares shall be transferred to an account called the “share premium account”.
At the option of a company, these provisions may not apply to share premium on shares of that
company allotted pursuant to any arrangement in consideration of the acquisition or
cancellation of shares in any other company and issued at a premium. The Cayman Companies
Act provides that the share premium account may be applied by a company, subject to the
provisions, if any, of its memorandum and articles of association, in such manner as the
company may from time to time determine including, but without limitation:
(a) paying distributions or dividends to members;
(b) paying up unissued shares of the company to be issued to members as fully paid
bonus shares;
(c) in the redemption and repurchase of shares (subject to the provisions of section 37
of the Cayman Companies Act);
(d) writing-off the preliminary expenses of the company;
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-8 –


--- page 682 ---
(e) writing-off the expenses of, or the commission paid or discount allowed on, any
issue of shares or debentures of the company; and
(f) providing for the premium payable on redemption or purchase of any shares or
debentures of the company.
No distribution or dividend may be paid to members out of the share premium account
unless immediately following the date on which the distribution or dividend is proposed to be
paid the company will be able to pay its debts as they fall due in the ordinary course of
business. The Cayman Companies Act provides that, subject to confirmation by the Grand
Court of the Cayman Islands, a company limited by shares or a company limited by guarantee
and having a share capital may, if so authorised by its articles of association, by special
resolution reduce its share capital in any way.
Subject to the detailed provisions of the Cayman Companies Act, a company limited by
shares or a company limited by guarantee and having a share capital may, if so authorised by
its articles of association, issue shares which are to be redeemed or are liable to be redeemed
at the option of the company or a shareholder. In addition, such a company may, if authorised
to do so by its articles of association, purchase its own shares, including any redeemable
shares. The manner of such a purchase must be authorised either by the articles of association
or by an ordinary resolution of the company.
The articles of association may provide that the manner of purchase may be determined
by the directors of the company. At no time may a company redeem or purchase its shares
unless they are fully paid. A company may not redeem or purchase any of its shares if, as a
result of the redemption or purchase, there would no longer be any member of the company
holding shares. A payment out of capital by a company for the redemption or purchase of its
own shares is not lawful unless immediately following the date on which the payment is
proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary
course of business.
There is no statutory restriction in the Cayman Islands on the provision of financial
assistance by a company for the purchase of, or subscription for, its own or its holding
company’s shares. Accordingly, a company may provide financial assistance if the directors of
the company consider, in discharging their duties of care and to act in good faith, for a proper
purpose and in the interests of the company, that such assistance can properly be given. Such
assistance should be on an arm’s-length basis.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-9 –


--- page 683 ---
3.3 Dividends and Distributions
With the exception of section 34 of the Cayman Companies Act, there are no statutory
provisions relating to the payment of dividends. Based upon English case law which is likely
to be persuasive in the Cayman Islands in this area, dividends may be paid only out of profits.
In addition, section 34 of the Cayman Companies Act permits, subject to a solvency test and
the provisions, if any, of the company’s memorandum and articles of association, the payment
of dividends and distributions out of the share premium account (see the paragraph named
‘Share Capital’ above for details).
3.4 Protection of Minorities
The Cayman Islands courts can be expected to follow English case law precedents. The
rule in Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to
commence a class action against or derivative actions in the name of the company to challenge
(i) an act which is ultra vires the company or illegal, (ii) an act which constitutes a fraud
against the minority where the wrongdoers are themselves in control of the company, and (iii)
an action which requires a resolution with a qualified (or special) majority which has not been
obtained) has been applied and followed by the courts in the Cayman Islands.
In the case of a company (not being a bank) having a share capital divided into shares,
the Grand Court of the Cayman Islands may, on the application of members holding not less
than one-fifth of the shares of the company in issue, appoint an inspector to examine into the
affairs of the company and to report thereon in such manner as the Grand Court shall direct.
Any shareholder of a company may petition the Grand Court of the Cayman Islands which may
make a winding up order if the court is of the opinion that it is just and equitable that the
company should be wound up.
Claims against a company by its shareholders must, as a general rule, be based on the
general laws of contract or tort applicable in the Cayman Islands or their individual rights as
shareholders as established by the company’s memorandum and articles of association.
The English common law rule that the majority will not be permitted to commit a fraud
on the minority has been applied and followed by the Courts of the Cayman Islands.
3.5 Disposal of Assets
The Cayman Companies Act contains no specific restrictions on the powers of directors
to dispose of assets of a company. As a matter of general law, in the exercise of those powers,
the directors must discharge their duties of care and to act in good faith, for a proper purpose
and in the interests of the company.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-10 –


--- page 684 ---
3.6 Accounting and Auditing Requirements
The Cayman Companies Act requires that a company shall cause to be kept proper books
of account with respect to:
(a) all sums of money received and expended by the company and the matters in respect
of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the company; and
(c) the assets and liabilities of the company.
Proper books of account shall not be deemed to be kept if there are not kept such books
as are necessary to give a true and fair view of the state of the company’s affairs and to explain
its transactions.
3.7 Register of Members
An exempted company may, subject to the provisions of its articles of association,
maintain its principal register of members and any branch registers at such locations, whether
within or without the Cayman Islands, as its directors may from time to time think fit. There
is no requirement under the Cayman Companies Act for an exempted company to make any
returns of members to the Registrar of Companies of the Cayman Islands. The names and
addresses of the members are, accordingly, not a matter of public record and are not available
for public inspection.
3.8 Inspection of Books and Records
Members of a company will have no general right under the Cayman Companies Act to
inspect or obtain copies of the register of members or corporate records of the company. They
will, however, have such rights as may be set out in the company’s articles of association.
3.9 Special Resolutions
The Cayman Companies Act provides that a resolution is a special resolution when it has
been passed by a majority of at least two-thirds of such members as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy at a general meeting of which notice
specifying the intention to propose the resolution as a special resolution has been duly given,
except that a company may in its articles of association specify that the required majority shall
be a number greater than two-thirds, and may additionally so provide that such majority (being
not less than two-thirds) may differ as between matters required to be approved by a special
resolution. Written resolutions signed by all the members entitled to vote for the time being of
the company may take effect as special resolutions if this is authorized by the articles of
association of the company.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-11 –


--- page 685 ---
3.10 Subsidiary Owning Shares in Parent
The Cayman Companies Act does not prohibit a Cayman Islands company acquiring and
holding shares in its parent company provided its objects so permit. The directors of any
subsidiary making such acquisition must discharge their duties of care and to act in good faith,
for a proper purpose and in the interests of the subsidiary.
3.11 Mergers and Similar Arrangements
The Cayman Companies Act permits mergers and consolidations between Cayman Islands
companies and between Cayman Islands companies and non-Cayman Islands companies.
For these purposes, (1) “merger” means the merging of two or more constituent
companies and the vesting of their undertaking, property and liabilities in one of such
companies as the surviving company, and (2) a “consolidation” means the combination of two
or more constituent companies into a consolidated company and the vesting of the undertaking,
property and liabilities of such companies to the consolidated company. In order to effect such
a merger or consolidation, the directors of each constituent company must approve a written
plan of merger or consolidation, which must then be authorized by (1) a special resolution of
the shareholders of each constituent company, and (2) such other authorization, if any, as may
be specified in such constituent company’s articles of association. The plan must be filed with
the Registrar of Companies together with a declaration as to the solvency of the consolidated
or surviving company, a list of the assets and liabilities of each constituent company and an
undertaking that a copy of the certificate of merger or consolidation will be given to the
members and creditors of each constituent company and that notification of the merger or
consolidation will be published in the Cayman Islands Gazette. Court approval is not required
for a merger or consolidation effected in compliance with these statutory procedures.
In addition, there are statutory provisions that facilitate the reconstruction and
amalgamation of companies, provided that the arrangement is approved by a majority in
number of each class of shareholders and creditors with whom the arrangement is to be made,
and who must, in addition, represent three-fourths in value of each such class of shareholders
or creditors, as the case may be, that are present and voting either in person or by proxy at a
meeting, or meetings, convened for that purpose. The convening of the meetings and
subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands.
While a dissenting shareholder has the right to express to the court the view that the transaction
ought not to be approved, the court can be expected to approve the arrangement if it determines
that:
(a) the statutory provisions as to the required majority vote have been met;
(b) the shareholders have been fairly represented at the meeting in question and the
statutory majority are acting bona fide without coercion of the minority to promote
interests adverse to those of the class;
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-12 –


--- page 686 ---
(c) the arrangement is such that may be reasonably approved by an intelligent and
honest man of that class acting in respect of his interest; and
(d) the arrangement is not one that would more properly be sanctioned under some other
provision of the Cayman Companies Act.
When a takeover offer is made and accepted by holders of 90% of the shares affected
within four months the offeror may, within a two-month period commencing on the expiration
of such four-month period, require the holders of the remaining shares to transfer such shares
on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands
but this is unlikely to succeed in the case of an offer which has been so approved unless there
is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, or if a takeover offer is made and
accepted, a dissenting shareholder would have no rights comparable to appraisal rights.
3.12 Indemnification
The Cayman Companies Act does not limit the extent to which a company’s articles of
association may provide for indemnification of officers and directors, except to the extent any
such provision may be held by the Cayman Islands courts to be contrary to public policy (e.g.
for purporting to provide indemnification against the consequences of committing a crime).
3.13 Liquidation
A company may be placed in liquidation compulsorily by an order of the court, or
voluntarily (i) by a special resolution of its members if the company is solvent, or (ii) by an
ordinary resolution of its members if the company is insolvent. The liquidator’s duties are to
collect the assets of the company (including the amount (if any) due from the contributories
(shareholders)), settle the list of creditors and discharge the company’s liability to them,
rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of
contributories and divide the surplus assets (if any) amongst them in accordance with the rights
attaching to the shares.
3.14 Stamp Duty on Transfers
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands
companies except those which hold interests in land in the Cayman Islands.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-13 –


--- page 687 ---
3.15 Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon
profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax
or estate duty or withholding tax applicable to an exempted company or to any holder of shares.
There are no other taxes likely to be material to the Company levied by the Government of the
Cayman Islands except for stamp duties which may be applicable on instruments executed in,
or after execution brought within, the jurisdiction of the Cayman Islands.
No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers
of shares of, Cayman Islands companies (except those which hold interests in land in the
Cayman Islands). The Cayman Islands is not party to any double tax treaties that are applicable
to any payments made to or from a Cayman company. There are no exchange control
regulations or currency restrictions in the Cayman Islands. Payments of dividends and capital
in respect of shares will not be subject to taxation in the Cayman Islands and no withholding
will be required on the payment of a dividend or capital to any holder of shares, nor will gains
derived from the disposal of shares be subject to Cayman Islands income or corporation tax.
Pursuant to section 6 of the Tax Concessions Law (as amended) of the Cayman Islands,
the Company may apply for an undertaking from the Governor in Cabinet that for twenty years
from the date of such certificate no law which is enacted in the Cayman Islands imposing any
tax to be levied on profits, income, gains or appreciations shall apply to the Company or its
operations; and in addition, that no tax to be levied on profits, income, gains or appreciations
or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect
of the shares, debentures or other obligations of the Company; or (ii) by way of the withholding
in whole or in part of any relevant payment as defined in section 6(3) of the Tax Concessions
Law (as amended).
3.16 Exchange Control
There are no exchange control regulations or currency restrictions in the Cayman Islands.
4. GENERAL
Travers Thorp Alberga, the Company’s legal advisor on Cayman Islands law, have sent to
the Company a letter of advice summarizing aspects of Cayman Islands company law. This
letter, together with a copy of the Cayman Companies Act, is available on display as referred
to in “Appendix V — Documents Delivered to the Registrar of Companies and Available on
Display.” Any person wishing to have a detailed summary of Cayman Islands company law or
advice on the differences between it and the laws of any jurisdiction with which he/she is more
familiar is recommended to seek independent legal advice.
APPENDIX III SUMMARY OF THE CONSTITUTION
OF OUR COMPANY AND CAYMAN COMPANY LA WS
– III-14 –


--- page 688 ---
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation of Our Company
Our Company was incorporated in the Cayman Islands as an exempted company with
limited liability on March 13, 2017. Our registered office address is at P .O. Box 472, Harbour
Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman
Islands. Our operation is subject to the relevant laws and regulations of the Cayman Islands,
the Memorandum of Association, and the Articles of Association. A summary of the relevant
laws and regulations of the Cayman Islands and of the Memorandum of Association, and the
Articles of Association is set out in “Appendix III — Summary of the Constitution of Our
Company and Cayman Company Laws.”
Our Company was registered as a non-Hong Kong company in Hong Kong under Part 16
of the Companies Ordinance on March 31, 2025. Our principal place of business in Hong Kong
is at 40th Floor, Dah Sing Financial Centre, No. 248 Queen’s Road East, Wanchai, Hong Kong.
Ms. Anne Y u ( Яτ֋) has been appointed as our authorized representative for acceptance of
service of process and notices in Hong Kong. The address for service of process and notices
in Hong Kong is the same as our principal place of business in Hong Kong.
As of the date of this prospectus, our Company’s headquarters are located at 21st Floor,
Tower A, Guanzhou Life Science Innovation Center, No. 51, Luoxuan Road, Guangzhou
International Biotech Island, Guangzhou, Guangdong Province, PRC.
2. Changes in the Share Capital of Our Company
As of the date of incorporation of our Company, our authorized share capital was
US$50,000 divided into 500,000,000 shares with a nominal value of US$0.0001 each.
Save as disclosed below and in “History, Development and Corporate Structure,” there
has been no alteration in the share capital of our Company within the two years immediately
preceding the issue of this prospectus:
(a) on November 28, 2023, our Company allotted and issued 7,495,687 series D+
preferred shares to Sailing Innovation Inc, or Sailing;
(b) on December 26, 2023, our Company allotted and issued 14,934,910 series D+
preferred shares to CDBC Manufacturing Transformation and Upgrading Fund
(Limited Partnership) (ږ(Υྫ)), or CDBC;
(c) on June 27, 2024, our Company allotted and issued shares in the following manner:
(i) 301,764 series D preferred shares to Guangzhou Zhiruo Investment Partnership
(Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ)), or Guangzhou
Zhiruo;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-1 –


--- page 689 ---
(ii) 1,867,649 series D preferred shares to Guangzhou Y uexiu Jinchan III Equity
Investment Fund Partnership (Limited Partnership) (ᛆҳ
ΥྫΆุ(Υྫ)), or Y uexiu Jinchan III;
(iii) 429,369 series D preferred shares to Xiamen Homericapital Junteng
Investment Partnership (Limited Partnership) (̹ձ௴ᒺᙜҳ༟ΥྫΆุ
(Υྫ)), or Xiamen Homericapital Junteng;
(d) on July 26, 2024, our Company allotted and issued shares in the following manner:
(i) 24,850,000 ordinary shares to XHL;
(ii) 14,426,228 ordinary shares to Dr. Han;
(iii) 24,694,489 ordinary shares to Humber Partners;
(iv) 16,573,442 ordinary shares to Dr. Hua Zhong;
(e) on August 9, 2024, our Company allotted and issued shares in the following manner:
(i) 772,863 ordinary shares to Guangqizhixing Holdings Limited;
(ii) 1,610,133 ordinary shares to Allindrive Capital (Cayman) Limited;
(iii) 3,220,266 ordinary shares to China UAE Investment Cooperation Fund, L.P .;
(iv) 483,039 ordinary shares to Catalpa Investments;
(v) 483,039 ordinary shares to Hainan Kaiyi Investment Partnership (Limited
Partnership) (௱ఠҳ༟ΥྫΆุ(Υྫ));
(vi) 483,039 ordinary shares to CCB International Overseas Limited;
(vii) 280,147 ordinary shares to Y uexiu Jinchan III;
(viii) 228,638 ordinary shares to Hainan Huifuchangyuan Equity Investment Fund
Partnership (Limited Partnership) (ΥྫΆุ(ࠢ
Υྫ));
(ix) 161,013 ordinary shares to Momentum V enture Capital Pte. Ltd.;
(x) 45,264 ordinary shares to Guangzhou Zhiruo;
(xi) 1,610,133 ordinary shares to Robert Bosch GmbH;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-2 –


--- page 690 ---
(xii) 64,405 ordinary shares to Xiamen Homericapital Junteng;
(xiii) 2,240,236 ordinary shares to CDBC;
(xiv) 1,124,353 ordinary shares to Sailing;
(f) immediately before the completion of our initial public offering on Nasdaq on
October 28, 2024:
(i) 16,000,000 ordinary shares, 399,550 series seed-2 preferred shares, and 40
golden shares with a par value of US$0.00001 each held by THL were
converted into Class B Ordinary Shares on a one-to-one basis;
(ii) 24,850,000 ordinary shares with a par value of US$0.00001 each held by XHL
were converted into Class B Ordinary Shares on a one-to-one basis;
(iii) 16,000,000 ordinary shares and 10 golden shares with a par value of
US$0.00001 each held by Y anli were converted into Class A Ordinary Shares
and Class B Ordinary Shares on a one-to-one basis separately;
(iv) 11,129,666 ordinary shares with a par value of US$0.00001 each held by
Humber Partners were converted into Class A Ordinary Shares on a one-to-one
basis;
(v) 13,564,823 ordinary shares with a par value of US$0.00001 each held by
Humber Partners were converted into Class B Ordinary Shares on a one-to-one
basis;
(vi) the remaining 117,420,347 ordinary shares, 62,819,128 series seed-1 preferred
shares, 52,560,380 series seed-2 preferred shares, 91,708,649 series A
preferred shares, 132,494,900 series B-1 preferred shares, 13,964,530 series
B-2 preferred shares, 28,537,370 series B-3 preferred shares, 71,387,327 series
C-1 preferred shares, 62,946,566 series D preferred shares, and 22,430,597
series D+ preferred shares with a par value of US$0.00001 each of our
Company were converted into Class A Ordinary Shares on a one-to-one basis;
(g) on October 25, 2024, our Company completed the initial public offering and listing
of 23,227,200 Class A Ordinary Shares represented by ADSs on Nasdaq at a public
offering price of US$15.50 per ADS and concurrent private placement of 62,036,452
Class A Ordinary Shares at a price equal to the initial public offering price adjusted
to reflect the ADS-to-Class A Ordinary Share ratio;
(h) on November 22, 2024, the underwriters in the initial public offering exercised their
over-allotment option to purchase an additional 2,736,570 Class A Ordinary Shares
represented by ADSs at a price of US$15.50 per ADS;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-3 –


--- page 691 ---
(i) from February 20, 2025 to August 29, 2025, our Company allotted and issued
112,152,225 Class A Ordinary Shares upon the exercise of certain share options
and/or share awards granted under the 2018 Share Plan; and
(j) on October 21, 2025, conditional and effective upon the Listing, our Board resolved
to re-designate the 1,000,000,000 authorized, unissued and undesignated shares with
a par value of US$0.00001 each of our Company as Class A Ordinary Shares on a
one-to-one basis such that our authorized share capital upon the Listing will be
US$50,000 divided into 5,000,000,000 Shares each, comprising (i) 4,500,000,000
Class A Ordinary Shares and (ii) 500,000,000 Class B Ordinary Shares.
3. Changes in the Capital of Our Subsidiaries
A summary of the particulars of our subsidiaries can be found in Note 1(e) to the
Accountants’ Report.
Save as disclosed below, there has been no alteration in the capital of any of our
subsidiaries within the two years immediately preceding the issue of this prospectus:
(a) on November 17, 2023, Xi’an Wenyuan Zhixing Intelligent Technology Co., Ltd. ( Г
ʮ̡) was established in the PRC with a registered capital
of RMB50,000,000;
(b) on November 21, 2023, Changxing Wenyuan Zhixing Intelligent Technology Co.,
Ltd. (ʮ̡), or Wenyuan Changxing, was established in
the PRC with a registered capital of US$3,000,000;
(c) on January 11, 2024, the registered capital of Wenyuan Changxing was increased
from US$3,000,000 to US$30,000,000;
(d) on March 25, 2024, Hangzhou Wenyuan Zhixing Intelligent Technology Co., Ltd.
(ʮ̡) was established in the PRC with a registered
capital of US$30,000,000;
(e) on May 14, 2024, Guangzhou Jingshuo Data Technology Co., Ltd. (߅
ʮ̡) was established in the PRC with a registered capital of RMB5,000,000;
(f) on May 16, 2024, Chongqing Jingshuo Data Technology Co., Ltd. (߅
ʮ̡), or Chongqing Jingshuo, was established in the PRC with a registered
capital of RMB1,000,000;
(g) on May 21, 2024, Datong Jingshuo Data Technology Co., Ltd. (Ҧ
ʮ̡) was established in the PRC with a registered capital of RMB1,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-4 –


--- page 692 ---
(h) on May 23, 2024, Songyang Jingshuo Data Technology Co., Ltd. (߅
ʮ̡) was established in the PRC with a registered capital of RMB1,000,000;
(i) on July 10, 2024, the registered capital of Wenyuan Guangzhou was increased from
RMB2,000,000,000 to RMB2,500,000,000;
(j) on September 19, 2024, Taizhou Wenyuan Zhixing Intelligent Technology Co., Ltd.
(ʮ̡), or Wenyuan Taizhou, was established in the PRC
with a registered capital of US$60,000,000;
(k) on September 20, 2024, Zhejiang Jingshuo Data Technology Co., Ltd. ( एϪ౻ᖒᅰ
ʮ̡), or Zhejiang Jingshuo, was established in the PRC with a
registered capital of RMB10,000,000;
(l) on October 30, 2024, Beijing Wenyuan Zhixing Intelligent Technology Co., Ltd. ( ̏
ʮ̡) was established in the PRC with a registered capital
of RMB1,000,000,000;
(m) on November 14, 2024, the registered capital of Wenyuan Guangzhou was increased
from RMB2,500,000,000 to RMB3,000,000,000;
(n) on November 26, 2024, Zhuhai Hengqin Wenyuan Zhixing Technology Co., Ltd. ( म
ʮ̡) was established in the PRC with a registered capital
of RMB2,000,000;
(o) on December 5, 2024, Anqing Jingshuo Data Technology Co., Ltd. ( τᅅ౻ᖒᅰኽ
ʮ̡) was established in the PRC with a registered capital of
RMB1,000,000;
(p) on December 6, 2024, the registered capital of Chongqing Jingshuo was increased
from RMB1,000,000 to RMB2,000,000;
(q) on December 12, 2024, Wuxi Jingshuo Data Technology Co., Ltd. (߅
ʮ̡) was established in the PRC with a registered capital of RMB1,000,000;
(r) on January 22, 2025, Qionghai Wenyuan Zhixing Intelligent Technology Co., Ltd.
(ʮ̡) was established in the PRC with a registered
capital of RMB1,000,000;
(s) on January 23, 2025, Tianjin Jingshuo Data Technology Co., Ltd. (߅
ʮ̡) was established in the PRC with a registered capital of RMB1,000,000;
(t) on March 21, 2025, the registered capital of Wenyuan Taizhou was increased from
US$60,000,000 to US$80,000,000;
(u) on March 21, 2025, the registered capital of Zhejiang Jingshuo was increased from
RMB10,000,000 to RMB50,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-5 –


--- page 693 ---
(v) on April 9, 2025, Chengdu Jingshuo Data Technology Co., Ltd. (Ҧ
ʮ̡) was established in the PRC with a registered capital of RMB1,000,000;
(w) on April 21, 2025, Anqing Jingshuo Information Technology Co., Ltd. (ڦ
ʮ̡) was established in the PRC with a registered capital of
RMB1,000,000;
(x) on August 27, 2025, WERIDE MALAYSIA SDN. BHD. was established in Malaysia
with a registered capital of 1 Malaysian Ringgit;
(y) on September 4, 2025, WeRide Switzerland GmbH was established in Switzerland
with a registered capital of 20,000 Swiss Franc; and
(z) on September 28, 2025, Shanghai Jingshuo Intelligent Data Technology Co., Ltd.
(ʮ̡) was established in the PRC with a registered capital
of RMB1,000,000.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contract
We have entered into the following contract (not being contract entered into in our
ordinary course of business) within the two years immediately preceding the issue of this
prospectus that is or may be material:
(a) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights
(a) Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
considered to be material to our business.
No. Trademark Owner
1.
 Wenyuan Guangzhou
2.
 Wenyuan Guangzhou
3.
 Wenyuan Guangzhou
4.
 Wenyuan Guangzhou
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-6 –


--- page 694 ---
No. Trademark Owner
5.
 Wenyuan Guangzhou
6.
 Wenyuan Guangzhou
7.
 Wenyuan Guangzhou
8.
 Wenyuan Guangzhou
9.
 Wenyuan Guangzhou
10.
 Wenyuan Guangzhou
11.
 Wenyuan Guangzhou
12.
 Wenyuan Guangzhou
13.
 Wenyuan Guangzhou
14.
 Wenyuan Guangzhou
15.
 Wenyuan Guangzhou
16.
 Wenyuan Guangzhou
17.
 Wenyuan Guangzhou
18.
 Wenyuan Guangzhou
19.
 Wenyuan Guangzhou
20.
 Wenyuan Guangzhou
21.
 Wenyuan Guangzhou
22.
 Wenyuan Guangzhou
23.
 Wenyuan Guangzhou
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-7 –


--- page 695 ---
(b) Patents
As of the Latest Practicable Date, we had registered the following patents which we
considered to be material to our business.
No. Patent name Owner
Date of
authorization
Place of
registration
1. A method for calculating
takeover probability and
related device (ࠇ
ᗫༀໄ)
Wenyuan
Guangzhou
July 19, 2024 PRC
2. Decentralized file upload method,
device, storage medium, and
computer equipment ( ̘ʕːʷ
eༀໄeπᎷ
ၑዚண௪)
Wenyuan
Guangzhou
March 15,
2024
PRC
3. V ehicle automatic offline method,
device, equipment, and storage
medium (e
ༀໄeண௪ʿπᎷʧሯ)
Wenyuan
Guangzhou
December 29,
2023
PRC
4. Remote takeover method, device,
equipment, and storage
medium for autonomous
vehicles (Ⴣ೻
eༀໄeண௪ձπᎷ
ʧሯ)
Wenyuan
Guangzhou
July 5, 2022 PRC
5. Autonomous driving speed
planning method involving
driving blind spots and related
equipment (ਜ
޴
ᗫண௪)
Wenyuan
Guangzhou
November 3,
2023
PRC
6. Obstacle reverse trajectory
prediction method, device,
equipment, and readable
storage medium (ࠐ
eༀໄeண௪ʿ̙
ᛘπᎷʧሯ)
Wenyuan
Guangzhou
June 23, 2023 PRC
7. V ehicle motion planning method,
device, equipment, and
medium ( ɓ၇ԓሿ༶ਗ஝ྌ˙
eༀໄeண௪ձʧሯ)
Wenyuan
Guangzhou
March 22,
2024
PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-8 –


--- page 696 ---
No. Patent name Owner
Date of
authorization
Place of
registration
8. Narrow road meeting method,
device, equipment, and storage
medium (e
ༀໄeண௪ʿπᎷʧሯ)
Wenyuan
Guangzhou
July 14, 2023 PRC
9. Point cloud map construction
method, device, computer
equipment, and storage
medium (˙
ၑዚண௪ձπᎷ
ʧሯ)
Wenyuan
Guangzhou
March 28,
2023
PRC
10. Sensor-based pose optimization
method, device, equipment,
and storage medium (ෂช
eༀໄeண
௪ʿπᎷʧሯ)
Wenyuan
Guangzhou
January 30,
2024
PRC
11. Initialization positioning method,
device, vehicle, and storage
medium (eༀ
ໄeʹஷʈՈʿπᎷʧሯ)
Wenyuan
Guangzhou
April 23, 2024 PRC
12. Point cloud annotation method,
device, computer equipment,
and storage medium ( ᓃථᅺൗ
ၑዚண௪ձπ
Ꮇʧሯ)
Guangzhou
Jingqi
July 4, 2023 PRC
13. Automatic annotation method for
time-series data, device,
electronic equipment, medium,
and product (ҏᅰኽІਗᅺ
eༀໄeཥɿண௪eʧ
ۜ)
Wenyuan
Guangzhou
October 1,
2024
PRC
14. Index-based data retrieval
method, device, server, and
storage medium (ᅰ
ਕኜʿ
πᎷʧሯ)
Wenyuan
Guangzhou
May 3, 2024 PRC
15. Target object detection and
segmentation method, device,
equipment, and storage
medium (᜗Ꮸ಻ʱ௲˙
eༀໄeண௪ʿπᎷʧሯ)
Wenyuan
Guangzhou
June 18, 2024 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-9 –


--- page 697 ---
No. Patent name Owner
Date of
authorization
Place of
registration
16. Traffic signal recognition
method, device, and electronic
equipment (ᗆй
eༀໄʿཥɿண௪)
Wenyuan
Guangzhou
June 21, 2024 PRC
17. Time synchronization method,
device, terminal equipment,
and storage medium (ගΝӉ
eༀໄe୞၌ண௪ʿπᎷ
ʧሯ)
Wenyuan
Guangzhou
April 8, 2022 PRC
18. Remote sensor cleaning method,
system, and storage medium
(eӻ
୕ʿπᎷʧሯ)
Wenyuan
Guangzhou
April 25, 2023 PRC
(c) Copyrights
As of the Latest Practicable Date, we had registered the following copyrights which we
considered to be material to our business.
No. Copyright name Owner
Date of
Completion
Place of
registration
1. Autonomous Driving Passenger
Human-Machine Interface ( І
ࠦޢ)
Wenyuan
Guangzhou
March 1, 2020 PRC
2. Autonomous Driving Passenger
Human-Machine Interface ( І
ࠦޢ)
Wenyuan
Guangzhou
September 30,
2019
PRC
(d) Domain Names
As of the Latest Practicable Date, we had registered the following internet domain names
which we considered to be material to our business.
No. Domain name Owner Expiration date
1. weride.ai Wenyuan Guangzhou October 20, 2026
2. jing-chi.com Wenyuan Guangzhou March 16, 2031
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 698 ---
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Particulars of Directors’ Service Agreements
(a) Executive Directors
Each of our executive Directors has entered into a service agreement with our Company.
The term of appointment shall be for an initial term of three years or until the third annual
general meeting of our Company after the Listing Date (whichever is earlier). Our executive
Directors do not receive any director’s fees under the current arrangement.
(b) Non-executive Directors
Each of our non-executive Directors has entered into a service agreement with our
Company. The term of appointment shall be for an initial term of three years or until the third
annual general meeting of our Company after the Listing Date (whichever is earlier). Our
non-executive Directors do not receive any director’s fees under the current arrangement.
(c) Independent non-executive Directors
Each of our independent non-executive Directors has entered into a service agreement
with our Company. The term of appointment shall be for an initial term of three years or until
the third annual general meeting of our Company after the Listing Date (whichever is earlier).
Each of our independent non-executive Directors shall receive an annual director’s fee of
US$100,000.
2. Remuneration of Directors
Save as disclosed in “Directors and Senior Management” and “Appendix I —
Accountants’ Report — Notes to the Historical Financial Information — 35. Directors’
Emoluments,” none of our Directors received other remunerations or benefits in kind from us.
3. Disclosure of Interests
(a) Interests and Short Positions of our Directors and Chief Executive in the Shares and
Underlying Shares of our Company and our Associated Corporation
Save as disclosed below, so far as our Directors are aware, immediately following the
completion of the Global Offering (assuming that the Over-allotment Option is not exercised
and no further Class A Ordinary Shares are allotted and issued under the 2018 Share Plan),
none of our Directors or chief executive has any interests or short positions in the shares,
underlying shares and debentures of our Company or any associated corporation (within the
meaning of Part XV of the SFO) which (i) will have to be notified to our Company and the
Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and
short positions which he or she is taken or deemed to have under such provisions of the SFO),
(ii) will be required, pursuant to Section 352 of the SFO, to be entered in the register referred
to therein, or (iii) will be required, pursuant to the Model Code, to be notified to our Company
and the Stock Exchange.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-11 –


--- page 699 ---
(i) Interests in the Shares
Name Position Nature of interest
Number and
class of Shares (1)
Approximate
percentage of
interest in each
class of Shares
immediately
following the
completion of
the Global
Offering (2)
(%)
Dr. Han Chairman of our Board,
executive Director
and CEO
Beneficial interest
(3) 27,595,520 Class A
Ordinary Shares (L)
2.84
Interest in controlled
corporations (4)
41,249,590 Class B
Ordinary Shares (L)
75.25
Dr. Li Executive Director Beneficial interest (5) 10,513,974 Class A
Ordinary Shares (L)
1.08
Interest in controlled
corporation (6)
27,129,666 Class A
Ordinary Shares (L)
2.79
Interest in controlled
corporations (6)
13,564,833 Class B
Ordinary Shares (L)
24.75
Ms. Huiping
Ya n
Independent non-
executive Director
Beneficial interest (7) 93,189 Class A
Ordinary Shares (L)
0.01
Mr. David
Zhang ( ੵҕ)
Independent non-
executive Director
Beneficial interest (8) 81,966 Class A
Ordinary Shares (L)
0.01
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) Based on the assumptions that (i) the Over-allotment Option is not exercised, and (ii) no further Class
A Ordinary Shares are allotted and issued under the 2018 Share Plan.
(3) Dr. Han is entitled to receive 27,595,520 Class A Ordinary Shares pursuant to the share options granted
to him under the 2018 Share Plan, subject to the relevant conditions (including vesting conditions)
thereunder.
(4) XHL is wholly owned by Dr. Han. THL is owned as to 51% by XHL and as to 49% by Trident Trust
Company (South Dakota) Inc., or Trident. Trident is the trustee of the Han Family Trust where Dr. Han
is the protector and his descendants are the beneficiaries. As such, Dr. Han is deemed to be interested
in the 24,850,000 Class B Ordinary Shares held by XHL and the 16,399,590 Class B Ordinary Shares
held by THL under the SFO.
(5) Dr. Li is entitled to receive 10,513,974 Class A Ordinary Shares pursuant to the share options granted
to him under the 2018 Share Plan, subject to the relevant conditions (including vesting conditions)
thereunder.
(6) Humber Partners is wholly owned by Dr. Li. Y anli is owned as to 51% by Humber Partners and as to
49% by Trident. Trident is the trustee of the Li Family Trust where Dr. Li is the protector and his
descendants are the beneficiaries. As such, Dr. Li is deemed to be interested in the 11,129,666 Class A
Ordinary Shares and the 13,564,823 Class B Ordinary Shares held by Humber Partners and the
16,000,000 Class A Ordinary Shares and the 10 Class B Ordinary Shares held by Y anli under the SFO.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 700 ---
(7) Ms. Huiping Y an is entitled to receive 93,189 Class A Ordinary Shares pursuant to the share awards
granted to her under the 2018 Share plan, subject to the relevant conditions (including vesting
conditions) thereunder.
(8) Mr. David Zhang ( ੵҕ) is entitled to receive 81,966 Class A Ordinary Shares pursuant to the share
options granted to him under the 2018 Share plan, subject to the relevant conditions (including vesting
conditions) thereunder.
(b) Interests and Short Positions of our Substantial Shareholders in the Shares and
Underlying Shares of our Company
For the information on the persons who will, immediately following the completion of the
Global Offering (assuming that the Over-allotment Option is not exercised and no further Class
A Ordinary Shares are allotted and issued under the 2018 Share Plan), have interests or short
positions in the Shares or underlying Shares of our Company which would fall to be disclosed
to us and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of
the SFO, see “Substantial Shareholders.”
(c) Interests of Substantial Shareholders of any Other Member of our Group
Save as disclosed below, so far as our Directors are aware, no other persons will be,
directly or indirectly, interested in 10% or more of the issued voting shares of any other
member of our Group.
Member of our Group Person with 10% or more interest
Approximate percentage
of interest in the issued
voting shares of
member of our Group
(%)
Wenyuan Y uexing Guangzhou Baiyun Taxi Group
Co., Ltd. ( ᄿψ̹ͣථ̈ॡӛԓ
ʮ̡)
16.00
4. Disclaimers
Save as disclosed above and in “History, Development and Corporate Structure” and
“Business”:
(a) none of our Directors or experts named in “— E. Other Information —
5. Qualification of Experts” in this section is:
(i) interested in our promotion, or in any assets which have been, within the two
years immediately preceding the issue of this prospectus, acquired or disposed
of by or leased to any member of our Group, or are proposed to be acquired or
disposed of by or leased to any member of our Group;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 701 ---
(ii) materially interested in any contract or arrangement subsisting at the date of
this prospectus which is significant in relation to the business of our Group;
(b) none of our Directors or their respective close associates or our Shareholders which
to the knowledge of our Directors own more than 5% of the number of our issued
Shares (excluding treasury shares) has any interest in our five largest customers or
suppliers in each year/period during the Track Record Period; and
(c) none of our Directors is a director or employee of a company which has an interest
or short position in the Shares or underlying Shares of our Company which would
fall to be disclosed to our Company pursuant to Divisions 2 and 3 of Part XV of the
SFO.
D. 2018 SHARE PLAN
In June 2018, our Shareholders and Board approved the 2018 Share Plan, which was
amended and restated in July 2024 and may be amended and restated from time to time. The
maximum aggregate number of Shares that may be issued under the 2018 Share Plan is
311,125,716 Shares initially, which will be increased by a number equal to 1.0% of the total
number of issued and outstanding Shares on an as-converted and fully-diluted basis on the last
day of the immediately preceding fiscal year before the Listing. Our Company does not intend
to grant further share options or share awards under the 2018 Share Plan after the Listing.
1. Summary of the Principal Terms of the 2018 Share Plan
The purpose of the 2018 Share Plan is to attract, incentivize and retain employees, outside
directors and consultants of our Company and to promote the success of our business.
The following paragraphs summarize the principal terms of the 2018 Share Plan.
Type of Awards. The 2018 Share Plan provides for the direct award or sale of Shares, the
grant of share options to purchase Shares and the grant of restricted share units to acquire
Shares. Share options granted under the plan may be incentive stock options, or ISOs, intended
to qualify under Section 422 of the Internal Revenue Code of 1986 or non-qualified stock
options, or NSOs, which are not intended to so qualify.
Plan Administration. Our Board or one or more committees appointed by our Board will
administer the 2018 Share Plan. The committee or our Board, as applicable, shall have full
authority and discretion to take any actions it deems necessary or advisable for the
administration of the 2018 Share Plan.
Award Agreement. Each award of Shares, each sale of Shares, each grant of a share option
and each grant of restricted share units under the 2018 Share Plan shall be evidenced by a share
grant agreement, a share purchase agreement, a share option agreement and restricted share
unit agreement, respectively. Such award, sale and share option shall be subject to all
applicable terms and conditions of the 2018 Share Plan and which our Board deems appropriate
for inclusion in a share grant agreement or share purchase agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 702 ---
Eligibility. Our employees, outside directors and consultants are eligible for the grant of
awards under the 2018 Share Plan, while only employees shall be eligible for the grant of ISOs.
V esting Schedule. In general, the plan administrator determines the vesting schedule,
which is specified in the relevant share option agreement.
Exercise of Awards. The plan administrator determines the exercise or purchase price, as
applicable, for Shares to be offered or options or restricted share units to be granted, which is
specified in the relevant award agreement.
Transfer Restrictions. Awards may not be transferred in any manner by the participant
other than in accordance with the exceptions provided in the 2018 Share Plan or the relevant
award agreement or otherwise determined by the plan administrator, such as transfers by a
beneficiary designation, by will or the laws of descent and distribution.
Termination and Amendment. Unless terminated earlier, the 2018 Share Plan has a term
of ten years after the later of (i) the date when our Board adopted the 2018 Share Plan or (ii)
the date when our Board and Shareholders approved the most recent increase in the number of
Shares reserved. Our Board has the authority to amend, suspend, or terminate the 2018 Share
Plan at any time and for any reason. Any amendment to the 2018 Share Plan, however, is
subject to the Shareholder approval only to the extent required to comply with applicable laws,
regulations and rules.
2. Outstanding Share Options and Share Awards Granted under the 2018 Share Plan
As of the Latest Practicable Date, our Company had granted outstanding share options
under the 2018 Share Plan to 564 grantees, or the Grantees, to subscribe for an aggregate of
98,830,980 Class A Ordinary Shares, among which share options representing 58,405,004
Class A Ordinary Shares were granted to our Directors, senior management, connected persons,
and consultant, and share options representing 40,425,976 Class A Ordinary Shares were
granted to 557 other employees of our Group. As of the Latest Practicable Date, 79,819,068
share options granted under the 2018 Share Plan had been vested.
As of the Latest Practicable Date, our Company had granted outstanding share awards
under the 2018 Share Plan to 388 awardees, or the Awardees, for an aggregate of 31,501,254
Class A Ordinary Shares, among which share awards representing 14,493,189 Class A Ordinary
Shares were granted to our Directors, senior management, and connected persons, and share
awards representing 17,008,065 Class A Ordinary Shares were granted to 385 other employees
of our Group. As of the Latest Practicable Date, 13,647,756 share awards granted under the
2018 Share Plan had been vested.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 703 ---
The Class A Ordinary Shares underlying the outstanding share options and share awards
represent approximately 9.63% and 3.07%, respectively, of the total issued share capital of our
Company immediately following the completion of the Global Offering (assuming that the
Over-allotment Option is not exercised and no further Class A Ordinary Shares are allotted and
issued under the 2018 Share Plan). Assuming full vesting and exercise of all outstanding share
options and share awards granted under the 2018 Share Plan, the dilution effect on the
shareholding of our Shareholders immediately following the completion of the Global Offering
(assuming that the Over-allotment Option is not exercised and no further Shares are allotted
and issued under the 2018 Share Plan) and on our earnings per Share would be approximately
11.27%.
The table below sets out the details of the outstanding share options granted under the
2018 Share Plan as of the Latest Practicable Date.
Name Position Address Date of grant
Number of
Class A
Ordinary
Shares subject
to share
options
granted Exercise price Vesting period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Directors, senior management, connected persons, and consultant
Dr. Han Chairman of
our Board,
executive
Director, and
CEO
Building C1,
Guangzhou
BioIsland
International
Apartment, No. 96
Xingdaohuan South
Road, Guangzhou
International
Biotech Island,
Guangzhou,
Guangdong
Province, PRC
October 29,
2022 to
July 26,
2024
27,595,520 1.24 to 3.89 V ested upon
the Nasdaq
listing or
four years
from date of
grant
(2)
2.69
Dr. Li Executive
Director and
CTO
Room 310, Building
A4, Guangzhou
BioIsland
International
Apartment, No. 96
Xingdaohuan South
Road, Guangzhou
International
Biotech Island,
Guangzhou,
Guangdong
Province, PRC
October 29,
2022 to
July 26,
2024
10,513,974 1.24 to 3.89 V ested upon
the Nasdaq
listing or
four years
from date of
grant
(2)
1.02
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 704 ---
Name Position Address Date of grant
Number of
Class A
Ordinary
Shares subject
to share
options
granted Exercise price Vesting period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Dr. Hua Zhong Senior vice
president
Room 205, Building
A7, Guangzhou
BioIsland
International
Apartment, No. 96
Xingdaohuan South
Road, Guangzhou
International
Biotech Island,
Guangzhou,
Guangdong
Province, PRC
October 29,
2022 to
July 26,
2024
4,763,687 1.24 to 3.89 V ested upon
the Nasdaq
listing or
four years
from date of
grant
0.46
Ms. Jennifer
Xuan Li
(3)
CFO and
Head of
International
Flat A, 42/F, Tower 5,
The Belcher’s, 89
Pok Fu Lam Road,
Kennedy Town,
Hong Kong
February 5,
2021 to
July 26,
2024
12,149,857 0.46 to 1.24 V ested upon
the Nasdaq
listing or
four years
from date of
grant
1.18
Dr. Qingxiong
Y ang
(3)
Vice president Room 305, Building
A2, Guangzhou
BioIsland
International
Apartment, No. 96
Xingdaohuan South
Road, Guangzhou
International
Biotech Island,
Guangzhou,
Guangdong
Province, PRC
October 25,
2021
1,800,000 0.55 Four years
from date of
grant
0.18
Mr. David Zhang
(ੵҕ)
Independent
non-
executive
Director
Apt 1293, Tower 17,
Hong Kong
Parkview, 88 Tai
Tam Reservoir
Road, Hong Kong
March 12,
2025
81,966 1.22 One year from
date of grant
0.01
Mr. Ming Zeng Advisor 366 Galvez Street,
3rd Floor, CA
94305, United
States
October 29,
2022
1,500,000 1.24 Four years
from date of
grant
0.15
Subtotal 58,405,004 5.69
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 705 ---
Name Position Address Date of grant
Number of
Class A
Ordinary
Shares subject
to share
options
granted Exercise price Vesting period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering (1)
(US$) (%)
Grantees who have been granted share options for 1,500,000 Class A Ordinary Shares or above
Mr. Huazhong Ning Vice president
of
engineering
10480 Orange Ave,
Cupertino, CA
95014, United
States
February 11,
2020 to
December 6,
2023
3,085,686 0.46 to 1.24 Four years
from date of
grant
0.30
Mr. Zhen Li Director of
engineering
645 Litton Ct,
Sunnyvale, CA
94087, United
States
October 29,
2022
1,800,000 1.03 Four years
from date of
grant
0.18
Subtotal 4,885,686 0.48
Other employees of our Group in aggregate
555 other Grantees — — May 30, 2019
to June 28,
2024
35,540,290 0.46 to 1.24 V ested upon
grant or four
years from
date of grant
3.46
Subtotal 35,540,290 3.46
Total 98,830,980 9.63
Notes:
(1) Based on the assumptions that (i) the Over-allotment Option is not exercised, and (ii) no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan.
(2) The share options granted to Dr. Han and Dr. Li are subject to accelerated vesting such that all their share
options granted under the 2018 Share Plan will vest immediately before the completion of the Global Offering.
(3) Ms. Jennifer Xuan Li and Dr. Qingxiong Y ang have also been granted share awards under the 2018 Share Plan.
See the table setting out the details of the outstanding share awards granted under the 2018 Share Plan as of
the Latest Practicable Date below for details.
(4) The exercise period of the share options granted under the 2018 Share Plan is ten years from the date of grant.
(5) No consideration is payable upon grant of share options under the 2018 Share Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 706 ---
The table below sets out the details of the outstanding share options granted to other
employees of our Group under the 2018 Share Plan, categorized into lots based on the number
of Class A Ordinary Shares subject to share options granted to each individual Grantee, as of
the Latest Practicable Date.
Number of Class A
Ordinary Shares subject
to share options granted
Number of
Grantees Date of grant Exercise price Vesting period
Total number
of Class A
Ordinary
Shares subject
to share
options
granted
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of
the Global
Offering
(1)
(US$) (%)
1 to 15,000 210 February 11, 2020 to
June 28, 2024
0.46 to 1.24 V ested upon grant or four
years from date of grant
1,397,727 0.14
15,001 to 30,000 153 May 30, 2019 to June
28, 2024
0.46 to 1.24 Four years from date of
grant
3,552,336 0.35
30,001 to 1,499,999 192 May 30, 2019 to June
28, 2024
0.46 to 1.24 V ested upon grant or four
years from date of grant
30,590,227 2.98
Total 555 35,540,290 3.46
Note:
(1) Based on the assumptions that (i) the Over-allotment Option is not exercised, and (ii) no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 707 ---
The table below sets out the details of the outstanding share awards granted under the
2018 Share Plan as of the Latest Practicable Date.
Name Position Address Date of grant
Number of Class
A Ordinary
Shares subject to
share awards
granted Vesting period
Approximate
percentage of
shareholding in
our Company
immediately
following the
completion of the
Global Offering (1)
(%)
Directors, senior management, and connected persons
Ms. Huiping Y an Independent non-
executive Director
5th Floor, Building
One, No. 1685
Huazhi Road,
Qingpu District,
Shanghai, PRC
March 12, 2025 93,189 One year from date of
grant
0.01
Ms. Jennifer
Xuan Li
(2)
CFO and Head of
International
Flat A, 42/F, Tower 5,
The Belcher’s, 89,
Pok Fu Lam Road,
Kennedy Town,
Hong Kong
July 26, 2024 13,500,000 V ested upon the
Nasdaq listing
1.31
Dr. Qingxiong
Y ang
(2)
Vice President Room 305, Building
A2, Guangzhou
BioIsland
International
Apartment, No. 96
Xingdaohuan South
Road, Guangzhou
International
Biotech Island,
Guangzhou,
Guangdong
Province, PRC
August 5, 2025 900,000 Five years from date
of grant
0.09
Subtotal 14,493,189 1.41
Awardee who has been granted share awards for 1,500,000 Class A Ordinary Shares or above
Mr. Ren Chen Head of strategy 17 Field Road, Cos
Cob, CT 06807,
United States
November 14, 2024 5,425,254 Five years from date
of grant
0.53
Subtotal 5,425,254 0.53
Other employees of our Group in aggregate
384 other
Awardees
— June 12, 2018 to
August 5, 2025
11,582,811 Four years or five
years from date of
grant
1.13
Subtotal 11,582,811 1.13
Total 31,501,254 3.07
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 708 ---
Notes:
(1) Based on the assumptions that (i) the Over-allotment Option is not exercised, and (ii) no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan.
(2) Ms. Jennifer Xuan Li and Dr. Qingxiong Y ang have also been granted share options under the 2018 Share Plan.
See the table setting out the details of the outstanding share options granted under the 2018 Share Plan as of
the Latest Practicable Date above for details.
(3) The exercise period of the share awards granted under the 2018 Share Plan is seven years from the date of
grant.
(4) The exercise price is not applicable to the vesting of share awards granted under the 2018 Share Plan.
(5) No consideration is payable upon grant of share awards under the 2018 Share Plan.
The table below sets out the details of the outstanding share awards granted to other
employees of our Group under the 2018 Share Plan, categorized into lots based on the number
of Class A Ordinary Shares subject to share awards granted to each individual Awardee, as of
the Latest Practicable Date.
Number of Class A Ordinary
Shares subject to share
awards granted
Number of
Awardees Date of grant Vesting period
Total number of
Class A Ordinary
Shares subject to
share awards granted
Approximate percentage
of shareholding in our
Company immediately
following the completion
of the Global Offering
(1)
(%)
1 to 15,000 261 January 18, 2025 to
August 5, 2025
Four years from date of
grant
1,647,930 0.16
15,001 to 30,000 56 January 18, 2025 to
August 5, 2025
Four years from date of
grant
1,205,601 0.12
30,001 to 1,499,999 67 November 14, 2024 to
August 5, 2025
Four years or five years
from date of grant
8,729,280 0.85
Total 384 11,582,811 1.13
Note:
(1) Based on the assumptions that (i) the Over-allotment Option is not exercised, and (ii) no further Class A
Ordinary Shares are allotted and issued under the 2018 Share Plan.
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall
upon any member of our Group.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 709 ---
2. Litigation
As of the Latest Practicable Date, no member of our Group was involved in any litigation,
arbitration, administrative proceedings or claims of material importance, and so far as we are
aware, no litigation, arbitration, administrative proceedings or claims of material importance
are pending or threatened against any member of our Group.
3. Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Stock Exchange for the
listing of, and permission to deal in, (i) the Class A Ordinary Shares in issue and to be issued
pursuant to the Global Offering (including the additional Class A Ordinary Shares which may
be issued pursuant to the exercise of the Over-allotment Option), (ii) the Class A Ordinary
Shares which may be issued under the 2018 Share Plan, and (iii) the Class A Ordinary Shares
which may be issued upon conversion of the Class B Ordinary Shares.
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsor set out
in Rule 3A.07 of the Listing Rules. Each of the Joint Sponsors will receive a fee of US$500,000
for acting as a joint sponsor for the Listing.
4. Preliminary Expenses
Our Company did not incur any material preliminary expenses.
5. Qualification of Experts
The qualifications of the experts who have given opinions or advice in this prospectus are
as follows:
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited*
A corporation licensed to conduct Type 1 (dealing in
securities), Type 2 (dealing in futures contracts), Type 4
(advising on securities), Type 5 (advising on futures
contracts), and Type 6 (advising on corporate finance)
of the regulated activities as defined under the SFO
Morgan Stanley Asia
Limited*
A corporation licensed to conduct Type 1 (dealing in
securities), Type 4 (advising on securities), Type 5
(advising on futures contracts), Type 6 (advising on
corporate finance), and Type 9 (asset management) of
the regulated activities as defined under the SFO
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 710 ---
Name Qualification
KPMG Certified Public Accountants
Public Interest Entity Auditor registered in accordance
with the Accounting and Financial Reporting Council
Ordinance
Commerce & Finance Law
Offices
Legal advisor to our Company as to PRC laws
Travers Thorp Alberga Legal advisor to our Company as to Cayman Islands
laws
China Insights Consultancy
Limited
Industry consultant
Akin Gump Strauss Hauer &
Feld LLP
Legal advisor to our Company as to the U.S. outbound
investment rule
(* in alphabetical order)
6. Consent of Experts
Each of the experts named above has given and has not withdrawn its written consent to
the issue of this prospectus with the inclusion of its reports, letters or opinions (as the case may
be) and the references to its name included herein in the form and context in which it is
included.
As of the Latest Practicable Date, none of the experts named above had any shareholding
in any member of our Group or right (whether legally enforceable or not) to subscribe for or
to nominate persons to subscribe for securities in any member of our Group.
7. Binding Effect
This prospectus shall have the effect, if any application is made pursuant hereto, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
8. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being
published separately in reliance upon the exemption provided by Section 4 of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 711 ---
9. Miscellaneous
(a) Save as disclosed in “Financial Information,” “History, Development and Corporate
Structure,” and “Underwriting,” within the two years immediately preceding the
issue of this prospectus:
(i) no share or debenture of any member of our Group has been issued or agreed
to be issued or is proposed to be issued for cash or as fully or partly paid up
otherwise than in cash;
(ii) no share or debenture of any member of our Group is under option or agreed
conditionally or unconditionally to be put under option;
(iii) no commissions, discounts, brokerages or other special terms have been
granted in connection with the issue or sale of any capital of any member of
our Group; and
(iv) no commission has been paid or is payable for subscribing, agreeing to
subscribe, procuring or agreeing to procure subscriptions for any shares in or
debentures of our Company.
(b) There are no founder or management or deferred shares in our Company.
(c) We do not have any promoter. No cash, securities or other benefit has been paid,
allotted or given nor is any proposed to be paid, allotted or given to any promoter
within the two years immediately preceding the issue of this prospectus.
(d) There is no restriction affecting the remittance of profits or repatriation of capital of
our Company into Hong Kong from outside Hong Kong.
(e) There is no arrangement under which future dividends are waived or agreed to be
waived.
(f) There are no contracts for the hire or hire purchase of plant to or by our Group for
a period of over one year which are substantial in relation to our Group’s business.
(g) There have been no interruptions in our business which may have or have had a
significant effect on our financial position in the last 12 months.
(h) No part of the equity or debt securities of our Company is listed or dealt in on any
stock exchange, and no such listing or permission to deal on any stock exchange
other than the Stock Exchange is being or is proposed to be sought.
(i) Our Company has no outstanding convertible debt securities or debentures.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-24 –


--- page 712 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) the written consents referred to in “Appendix IV — Statutory and General
Information — E. Other Information — 6. Consent of Experts”; and
(b) a copy of the material contract referred to in “Appendix IV — Statutory and General
Information — B. Further Information about Our Business — 1. Summary of
Material Contract.”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Stock Exchange at www.hkexnews.hk and our website at www.weride.ai during a period of
14 days from the date of this prospectus:
(a) the Memorandum of Association and the Articles of Association;
(b) the Cayman Companies Act;
(c) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to
this prospectus;
(d) the report on the unaudited pro forma financial information of our Group from
KPMG, the text of which is set out in Appendix II to this prospectus;
(e) the audited consolidated financial statements of our Group for the three years ended
December 31, 2024;
(f) the PRC legal opinions issued by Commerce & Finance Law Offices, our PRC Legal
Advisor, in respect of certain general corporate matters and property interests of our
Group in the PRC;
(g) the letter of advice prepared by Travers Thorp Alberga, our legal advisor as to
Cayman Islands laws, summarizing certain aspects of the Cayman Islands company
law referred to in Appendix III to this prospectus;
(h) the industry report prepared by China Insights Consultancy Limited, a summary of
which is set out in “Industry Overview”;
(i) the legal memorandum prepared by Akin Gump Strauss Hauer & Feld LLP , our legal
advisor as to the U.S. outbound investment rule;
APPENDIX V DOCUMENTS DELIVERED TO THE
REGISTRAR OF COMPANIES AND A V AILABLE ON DISPLAY
– V-1 –


--- page 713 ---
(j) the material contract referred to in “Appendix IV — Statutory and General
Information — B. Further Information about Our business — 1. Summary of
Material Contract”;
(k) the written consents referred to in “Appendix IV — Statutory and General
Information — E. Other Information — 6. Consent of Experts”;
(l) the service contracts with our Directors referred to in “Appendix IV — Statutory and
General Information — C. Further Information about Our Directors and Substantial
Shareholders — 1. Particulars of Directors’ Service Agreements”; and
(m) the terms of the 2018 Share Plan.
DOCUMENT A V AILABLE FOR INSPECTION
A copy of a list of grantees and awardees under the 2018 Share Plan containing all the
particulars required under the Listing Rules and the Companies (Winding Up and
Miscellaneous Provisions) Ordinance are available for inspection at the office of Cooley HK
at 35/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong during normal
business hours up to and including the date which is 14 days from the date of this prospectus.
APPENDIX V DOCUMENTS DELIVERED TO THE
REGISTRAR OF COMPANIES AND A V AILABLE ON DISPLAY
– V-2 –


--- page 714 ---
