8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
819 lines
32 KiB
Plaintext
819 lines
32 KiB
Plaintext
--- page 1 ---
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1
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange ”)
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and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents of this
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announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
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whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those
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defined in the prospectus dated October 28, 2025 (the “Prospectus ”) of WeRide Inc. (the “Company ”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer
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by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a
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prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described
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below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer
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Shares should be taken solely in reliance on the information provided in the Prospectus.
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This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia). This
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announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
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in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent
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registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering
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of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us
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and that will contain detailed information about us and our management, as well as financial statements. The public
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offering of securities described herein in the United States is being made only by means of a prospectus supplement
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and the accompanying prospectus. The accompanying prospectus is included in an automatic shelf registration
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statement on Form F-3 filed with the U.S. Securities and Exchange Commission on November 3, 2025 (New York
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time), which automatically became effective upon filing.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as
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the stabilizing manager (the “Stabilizing Manager ”) (or any person acting for it), on behalf of the Underwriters, may
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over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Class A Ordinary
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Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However,
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there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
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Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any
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person acting for it) and in what the Stabilizing Manager (or any person acting for it) reasonably regards as the best
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interest of our Company, (b) may be discontinued at any time, and (c) is required to be brought to an end within 30
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days after the last day for lodging applications under the Hong Kong Public Offering (which is Wednesday, December
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3, 2025). Such action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
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compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
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Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures
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Ordinance (Chapter 571 of the Laws of Hong Kong).
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Potential investors should be aware that no stabilizing action can be taken to support the price of the Class A
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Ordinary Shares for longer than the stabilization period which begins on the Listing Date, and is expected to expire on
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Wednesday, December 3, 2025, the 30th day after the last day for the lodging of applications under the Hong Kong
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Public Offering. After this date, when no further stabilizing action may be taken, demand for the Class A Ordinary
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Shares, and therefore the price of the Class A Ordinary Shares, could fall.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for
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themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the
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Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the
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section headed “Underwriting { Underwriting Arrangements { The Hong Kong Public Offering { Hong Kong
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Underwriting Agreement { Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong
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time) on the Listing Date (which is currently expected to be on Thursday, November 6, 2025).
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The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential
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risks of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests
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may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant
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influence over the outcome of Shareholders ’ resolution. For further information about the risks associated with the
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Company ’s WVR structure, please refer to the section headed “Risk Factors { Risks Related to Our WVR Structure ”
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in the Prospectus Prospective investors should make the decision to invest in the Company only after due and careful
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consideration.
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--- page 2 ---
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2
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WeRide Inc.
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Б *
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(A company controlled through weighted voting rights and incorporated in
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the Cayman Islands with limited liability)
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Global Offering
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Number of Offer Shares under the
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Global Offering
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: 88,250,000 Offer Shares (subject to the
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Over-allotment Option)
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Number of Hong Kong Offer Shares : 17,650,000 Offer Shares (as adjusted after
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the reallocation)
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Number of International Offer Shares : 70,600,000 Offer Shares (as adjusted after
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the reallocation and subject to the Over-
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allotment Option)
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Final Public Offer Price : HK$27.10 per Offer Share, plus brokerage
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of 1.0%, AFRC transaction levy of
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0.00015%, SFC transaction levy of
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0.0027%, and Stock Exchange trading fee
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of 0.00565%
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Nominal Value : US$0.0001 per Offer Share
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Stock Code : 0800
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Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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(in alphabetical order)
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Overall Coordinator, Joint Global Coordinator, Joint Bookrunner, and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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* For identification purpose only
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--- page 3 ---
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3
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WeRide Inc./Б *
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of Shareholders,
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Shareholders and prospective investors should be aware that the price of the Class A
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Ordinary Shares could move substantially even with a small number of the Class A Ordinary
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Shares traded and should exercise extreme caution when dealing in the Class A Ordinary
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Shares.
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SUMMARY
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Company information
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Stock code 0800
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Stock short name WERIDE-W
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Dealings commencement date November 6, 2025 #
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# see note at the end of the announcement
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Price Information
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Final Public Offer Price and International Offer Price (the
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“Offer Price ”)
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HK$27.1
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Maximum Public Offer Price HK$35.0
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Offer Shares and Share Capital
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Number of Offer Shares (assuming the Over-allotment
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Option is not exercised)
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88,250,000
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Number of Offer Shares in Hong Kong Public Offering
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(after reallocation)
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17,650,000
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Number of Offer Shares in International Offering (after
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reallocation and assuming the Over-allotment Option is not
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exercised)
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70,600,000
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Number of issued shares upon Listing (assuming the Over-
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allotment Option is not exercised)
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1,026,616,330
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* For identification purpose only
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--- page 4 ---
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4
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Over-allocation
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No. of Offer Shares over-allocated 13,237,500
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Such over-allocation may be covered by exercising the Over-allotment Option or by making
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purchases in the secondary market at prices that do not exceed the Offer Price or through the
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stock borrowing arrangement or a combination of these means. In the event the Over-allotment
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Option is exercised, an announcement will be made on the Stock Exchange ’s website.
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Proceeds
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Gross proceeds (Note) HK$2,391.58 million
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Less: Estimated listing expenses payable based on Final
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Offer Price
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HK$(127.24) million
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Net proceeds HK$2,264.34 million
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Note: Gross proceeds refers to the amount to which the issuer is entitled to receive. For details of the use of
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proceeds, please refer to the section headed “Future Plans and Use of Proceeds ” of the Prospectus. The Company
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will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the
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purposes as set out in the section headed “Future Plans and Use of Proceeds ” of the Prospectus on a pro rata basis.
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ALLOTMENT RESULTS DETAILS
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HONG KONG PUBLIC OFFERING
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No. of valid applications 64,949
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No. of successful applications 19,609
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Subscription level 73.44 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Hong Kong
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Public Offering
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4,412,500
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No. of Offer Shares reallocated from the International
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Offering (claw-back)
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13,237,500
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Final no. of Offer Shares under the Hong Kong Public
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Offering (after reallocation)
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17,650,000
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% of Offer Shares under the Hong Kong Public Offering to
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the Global Offering
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20%
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Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment
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for the full list of allottees.
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--- page 5 ---
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5
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INTERNATIONAL OFFERING
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No. of placees 154
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Subscription Level 9.85 times
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No. of Offer Shares initially available under the
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International Offering
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83,837,500
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No. of Offer Shares reallocated to Hong Kong Public
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Offering (claw-back)
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13,237,500
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Final no. of Offer Shares under the International Offering
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(after reallocation)
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70,600,000
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% of Offer Shares under the International Offering to the
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Global Offering
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80%
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The Directors confirm that, to the best of their knowledge, information and belief, save for a waiver from
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strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of Appendix
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F1 to the Listing Rules (the “Placing Guidelines ”) granted by the Stock Exchange to permit Offer
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Shares in the International Offering to be placed to existing Shareholders and/or their close associates,
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(i) none of the Offer Shares subscribed by the placees and the public have been financed directly or
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indirectly by the Company, any of the Directors, chief executive of the Company, single largest group of
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Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or
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their respective close associates; and (ii) none of the placees and the public who have purchased the Offer
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Shares are accustomed to taking instructions from the Company, any of the Directors, chief executive of
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the Company, single largest group of Shareholders, substantial Shareholders, existing Shareholders of
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the Company or any of its subsidiaries or their respective close associates in relation to the acquisition,
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disposal, voting or other disposition of the Class A Ordinary Shares registered in his/her/its name or
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otherwise held by him/her/it.
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--- page 6 ---
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6
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The placees in the International Offering include the following:
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Allotee with Consent Obtained
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Investor
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No. of
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Offer
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Shares
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allocated
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% of Offer
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Shares
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(assuming
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the Over-
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allotment
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Option
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is not
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exercised)
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% of total
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issued
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Class A
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Ordinary
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Shares
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(assuming
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the Over-
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allotment
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Option
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is not
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exercised)
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% of total
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issued
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share
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capital
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after the
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Global
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Offering
|
||
(assuming
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the Over-
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allotment
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Option
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is not
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exercised) Relationship
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Allotee with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of
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the Guide for New Listing Applicants in relation to allocation to a connected client Note 1
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Morgan Stanley
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Investment
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Management Inc.
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( “MSIM Inc. ”)
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on behalf of
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its underlying
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discretionary
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clients and funds.
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8,599,000 9.7% 0.9% 0.8% Connected client
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Notes:
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1. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide
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for New Listing Applicants in relation to allocation to a connected client, please refer to the section headed
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“Allotee with consent obtained – allotee with consent under paragraph 1C(1) of the Placing Guidelines and
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Chapter 4.15 of the Guide for New Listing Applicants in relation to allocation to a connected client of this
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announcement.
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--- page 7 ---
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7
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LOCK-UP UNDERTAKINGS
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Key Persons (as defined under Rule 18C.14 of the Listing Rules)
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Name Capacity
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Number of
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Shares held in the
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Company subject to
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lock-up undertakings
|
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upon Listing
|
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% of total
|
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issued
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Shares after
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the Global
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||
Offering
|
||
upon Listing
|
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(assuming
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the Over-
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allotment
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Option is not
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exercised)
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Last day
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subject to the
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lock-up undertakings
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Tony Xu Han ( ᒵϛ) Founder, chairman of
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our Board, executive
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Director and CEO
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41,249,590 Class B
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Ordinary Shares Note 1
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4.0% October 27, 2028 Note 6
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Yan Li (֧Co-founder, executive
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Director, CTO
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27,129,666 Class A
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Ordinary Shares Note 2
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2.6% November 5, 2026 Note 4
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Yan Li (֧Co-founder, executive
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Director, CTO
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13,564,833 Class B
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Ordinary Shares Note 3
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1.3% November 5, 2026 Note 4
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Hua Zhong ( ᒤശ) Senior vice president 16,573,442 Class A
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Ordinary Shares
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1.6% November 5, 2026 Note 4
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Notes:
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1. Represents the 24,850,000 Class B Ordinary Shares held by Xu Han Limited ( “XHL”) and the 16,399,590 Class B Ordinary Shares held
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by Tonyhan Limited ( “THL”). XHL is wholly owned by Tony Xu Han ( ᒵϛ) ( “Dr. Han ”). THL is owned as to 51% by XHL and as
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to 49% by Trident Trust Company (South Dakota) Inc. ( “Trident ”). Trident is the trustee of the Han Family Trust where Dr. Han is the
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protector and his descendants are the beneficiaries.
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2. Represents the 11,129,666 Class A Ordinary Shares held by Humber Partners Limited ( “Humber Partners ”) and the 16,000,000 Class
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A Ordinary Shares held by Yanli Holdings Limited ( “Yanli ”). Humber Partners is wholly owned by Yan Li (֧“( ) Dr. Li ”). Yanli
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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
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protector and his descendants are the beneficiaries.
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3. Represents the 13,564,823 Class B Ordinary Shares held by Humber Partners and the 10 Class B Ordinary Shares held by Yanli.
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4. The lock-up period commencing on the date by reference to which disclosure of its shareholding is made in the Prospectus and ending on
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the date which is 12 months from the Listing Date, i.e. November 5, 2026.
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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,
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pursuant to the share options granted to them under the 2018 Share Plan, subject to the relevant conditions (including vesting conditions)
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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
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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
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to lock-up during such period.
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6. Dr. Han has voluntarily committed to a three-year lock-up, effective as of October 28, 2025, covering all Shares of the share capital of
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the Company or securities convertible into, exchangeable, or exercisable for any Share of the share capital of the Company, directly or
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indirectly owned or controlled by him. During this lock-up period, Dr. Han will not sell, transfer, pledge, or otherwise dispose of any of
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such securities, subject to customary exceptions.
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--- page 8 ---
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8
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Single Largest Group of Shareholders
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Name
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Number of Shares
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held in the Company
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subject to lock-up
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undertakings upon
|
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Listing
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% of total issued
|
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Shares after the
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Global Offering
|
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upon Listing
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(assuming the
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Over-allotment
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Option is not
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exercised)
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Last day subject to the
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lock-up undertakings
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Tony Xu Han
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( ᒵϛ), through
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Xu Han Limited
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and Tonyhan
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Limited
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41,249,590 Class B
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Ordinary Shares Note 1
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4.0% October 27, 2028 Note 2
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Notes:
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1. Represents the 24,850,000 Class B Ordinary Shares held by Xu Han Limited and the 16,399,590 Class B
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Ordinary Shares held by Tonyhan Limited. Xu Han Limited is wholly owned by Dr. Han. Tonyhan Limited is
|
||
owned as to 51% by XHL and as to 49% by Trident. Trident is the trustee of the Han Family Trust where Dr.
|
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Han is the protector and his descendants are the beneficiaries.
|
||
2. Dr. Han has voluntarily committed to a three-year lock-up, effective as of October 28, 2025, covering all
|
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Shares of the share capital of the Company or securities convertible into, exchangeable, or exercisable for
|
||
any Share of the share capital of the Company, directly or indirectly owned or controlled by him. During this
|
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lock-up period, Dr. Han will not sell, transfer, pledge, or otherwise dispose of any of such securities, subject
|
||
to customary exceptions.
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||
|
||
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--- page 9 ---
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9
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PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
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Number
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||
of Class A
|
||
Ordinary
|
||
Shares
|
||
allotted
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment
|
||
as % of the
|
||
International
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new Class
|
||
A Ordinary
|
||
Shares are
|
||
issued)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Allotment as
|
||
% of total
|
||
Offer Shares
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new Class
|
||
A Ordinary
|
||
Shares are
|
||
issued)
|
||
Number
|
||
of Class A
|
||
Ordinary
|
||
Shares
|
||
held upon
|
||
Listing**
|
||
% of total
|
||
issued Class
|
||
A Ordinary
|
||
Shares upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued Class
|
||
A Ordinary
|
||
Shares upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new Class
|
||
A Ordinary
|
||
Shares are
|
||
issued)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option
|
||
is fully
|
||
exercised and
|
||
new Class
|
||
A Ordinary
|
||
Shares are
|
||
issued)
|
||
Top 1 21,499,000 30.45% 25.64% 24.36% 21.18% 21,499,000 2.21% 2.18% 2.09% 2.07%
|
||
Top 5 52,884,000 74.91% 63.08% 59.93% 52.11% 65,228,352 6.71% 6.62% 6.35% 6.27%
|
||
Top 10 64,241,500 90.99% 76.63% 72.79% 63.30% 76,585,852 7.88% 7.77% 7.46% 7.37%
|
||
Top 25 75,906,000 107.52% 90.54% 86.01% 74.79% 88,250,352 9.08% 8.96% 8.60% 8.49%
|
||
* Ranking of placees is based on the number of Offer Shares allotted to the placees.** Representing the number of Class A Ordinary Shares held by the relevant placees upon Listing to the best knowledge of the Company after due enquiry.
|
||
|
||
|
||
--- page 10 ---
|
||
10
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 64,949 valid
|
||
applications made by the public will be conditionally allocated on the basis set out below:
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL A
|
||
100 32,160 2,135 out of 32,160 to receive 100 Shares 6.64%
|
||
200 8,553 1,135 out of 8,553 to receive 100 Shares 6.64%
|
||
300 3,230 643 out of 3,230 to receive 100 Shares 6.64%
|
||
400 1,247 331 out of 1,247 to receive 100 Shares 6.64%
|
||
500 1,904 632 out of 1,904 to receive 100 Shares 6.64%
|
||
600 806 321 out of 806 to receive 100 Shares 6.64%
|
||
700 527 245 out of 527 to receive 100 Shares 6.64%
|
||
800 552 293 out of 552 to receive 100 Shares 6.63%
|
||
900 382 228 out of 382 to receive 100 Shares 6.63%
|
||
1,000 5,739 3,803 out of 5,739 to receive 100 Shares 6.63%
|
||
1,500 1,117 1,111 out of 1,117 to receive 100 Shares 6.63%
|
||
2,000 1,147 100 Shares plus 374 out of 1,147 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
2,500 568 100 Shares plus 374 out of 568 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
3,000 1,253 100 Shares plus 1,238 out of 1,253 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
3,500 337 200 Shares plus 108 out of 337 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
4,000 304 200 Shares plus 198 out of 304 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
4,500 182 200 Shares plus 179 out of 182 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
5,000 654 300 Shares plus 206 out of 654 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
6,000 349 300 Shares plus 342 out of 349 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
|
||
|
||
--- page 11 ---
|
||
11
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
7,000 221 400 Shares plus 142 out of 221 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
8,000 241 500 Shares plus 73 out of 241 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
9,000 137 500 Shares plus 133 out of 137 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
10,000 1,124 600 Shares plus 708 out of 1,124 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
20,000 552 1,300 Shares plus 145 out of 552 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
30,000 388 1,900 Shares plus 346 out of 388 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
40,000 154 2,600 Shares plus 81 out of 154 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
50,000 176 3,300 Shares plus 27 out of 176 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
60,000 98 3,900 Shares plus 77 out of 98 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
70,000 51 4,600 Shares plus 21 out of 51 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
80,000 68 5,300 Shares plus 3 out of 68 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
90,000 34 5,900 Shares plus 23 out of 34 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
100,000 291 6,600 Shares plus 90 out of 291 to receive
|
||
additional 100 Shares
|
||
6.63%
|
||
64,546 Total number of Pool A successful
|
||
applicants: 19,206
|
||
|
||
|
||
--- page 12 ---
|
||
12
|
||
NO. OF
|
||
SHARES
|
||
APPLIED FOR
|
||
NO. OF
|
||
VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT/BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
POOL B
|
||
200,000 211 9,200 Shares plus 92 out of 211 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
300,000 54 13,800 Shares plus 35 out of 54 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
400,000 29 18,400 Shares plus 25 out of 29 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
500,000 50 23,100 Shares plus 4 out of 50 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
1,000,000 22 46,200 Shares plus 4 out of 22 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
1,500,000 10 69,300 Shares plus 2 out of 10 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
2,000,000 3 92,400 Shares plus 1 out of 3 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
2,206,200 24 101,900 Shares plus 15 out of 24 to receive
|
||
additional 100 Shares
|
||
4.62%
|
||
403 Total number of Pool B successful
|
||
applicants: 403
|
||
As of the date of this announcement, the relevant subscription monies previously deposited in the
|
||
designated nominee accounts have been remitted back to the accounts of all HKSCC participants.
|
||
Investors should contact their relevant brokers for any inquiries.
|
||
|
||
|
||
--- page 13 ---
|
||
13
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of
|
||
which consent has been obtained, the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Class A Ordinary Shares.
|
||
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees
|
||
or the public (as the case may be) directly or indirectly for each Offer Share subscribed for
|
||
or purchased by them is the same as the final Offer Price in addition to any brokerage, AFRC
|
||
transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
|
||
The Directors and the Overall Coordinators confirm that at least 50% of the total number of
|
||
the Offer Shares have been allocated to and taken up by independent price setting investors in
|
||
compliance with Rule 18C.08 of the Listing Rules.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Placing to a connected client with a prior consent under paragraph 1C(1) of the Placing
|
||
Guidelines
|
||
Under the International Offering, certain Offer Shares were placed to a connected client of its
|
||
connected distributor pursuant to the Placing Guidelines.
|
||
|
||
|
||
--- page 14 ---
|
||
14
|
||
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing
|
||
Guidelines to permit the Company to allocate such Offer Shares in the International Offering to the connected client. The allocation of Offer
|
||
Shares to such connected client is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of the
|
||
placement to connected client are set out below:
|
||
No.
|
||
Connected
|
||
Distributor Connected Client Relationship
|
||
Whether the
|
||
connected
|
||
client will hold
|
||
the beneficial
|
||
interests of the
|
||
Offer Shares
|
||
on a non-
|
||
discretionary
|
||
basis or
|
||
discretionary
|
||
basis for
|
||
independent
|
||
third parties
|
||
Number
|
||
of Offer
|
||
Shares to
|
||
be allocated
|
||
to the
|
||
Connected
|
||
Client
|
||
Approximate
|
||
percentage of
|
||
total number
|
||
of Offer
|
||
Shares under
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
no exercise
|
||
of the Over-
|
||
allotment
|
||
Option)
|
||
Approximate
|
||
percentage of
|
||
total issued
|
||
share capital
|
||
immediately
|
||
following
|
||
the Global
|
||
Offering
|
||
(assuming
|
||
the Over-
|
||
allotment
|
||
Option is not
|
||
exercised)
|
||
1. Morgan Stanley
|
||
Asia Limited
|
||
(“MSAL”)
|
||
Morgan Stanley
|
||
Investment
|
||
Management Inc.
|
||
(“MSIM Inc. ”)
|
||
on behalf of
|
||
its underlying
|
||
discretionary
|
||
clients and
|
||
funds
|
||
(Note)
|
||
MSIM Inc. and
|
||
MSAL are
|
||
entities within the
|
||
Morgan Stanley
|
||
group.
|
||
Discretionary
|
||
basis
|
||
8,599,000 9.7% 0.8%
|
||
Note:
|
||
MSIM Inc. will hold the Offer Shares in its capacity as the fund manager acting as agent on behalf of its underlying discretionary clients and funds. Each of the
|
||
underlying discretionary clients and funds of MSIM Inc. is an independent third party of MSIM Inc. and MSAL and the other companies that are members of the same
|
||
group as MSAL.
|
||
|
||
|
||
--- page 15 ---
|
||
15
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and
|
||
Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this
|
||
announcement, make no representation as to its accuracy or completeness and expressly disclaim
|
||
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or
|
||
any part of the contents of this announcement.
|
||
This announcement is not for release, publication, distribution, directly or indirectly, in or
|
||
into the United States (including its territories and possessions, any state of the United States
|
||
and the District of Columbia). This announcement does not constitute or form a part of any
|
||
offer or solicitation to purchase or subscribe for securities in the United States or in any other
|
||
jurisdiction. Securities may not be offered or sold in the United States absent registration or an
|
||
exemption from registration under the U.S. Securities Act. Any public offering of our securities
|
||
to be made in the United States will be made by means of a prospectus that may be obtained
|
||
from us and that will contain detailed information about us and our management, as well as
|
||
financial statements. The public offering of securities described herein in the United States is
|
||
being made only by means of a prospectus supplement and the accompanying prospectus. The
|
||
accompanying prospectus is included in an automatic shelf registration statement on Form F-3
|
||
filed with the U.S. Securities and Exchange Commission on November 3, 2025 (New York
|
||
time), which automatically became effective upon filing.
|
||
This announcement is for information purposes only and does not constitute an invitation or
|
||
offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus.
|
||
Potential investors should read the Prospectus dated October 28, 2025 issued by WeRide Inc. for
|
||
detailed information about the Global Offering described below before deciding whether or not
|
||
to invest in the Offer Shares thereby being offered.
|
||
#Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall
|
||
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled
|
||
to terminate their obligations under the Hong Kong Underwriting Agreement with immediate
|
||
effect upon the occurrence of any of the events set out in the section headed “Underwriting
|
||
{ Underwriting Arrangements { Hong Kong Public Offering { Hong Kong Underwriting
|
||
Agreement { Grounds for Termination ” in the Prospectus at any time prior to 8:00 a.m. (Hong
|
||
Kong time) on the Listing Date (which is currently expected to be on November 6, 2025).
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering (before any exercise of the
|
||
Over-allotment Option), the total number of the Class A Ordinary Shares held by the public
|
||
represents approximately 97.2% of the total issued Class A Ordinary Shares of the Company,
|
||
which is higher than the prescribed percentage of Class A Ordinary Shares required to be held in
|
||
public hands of 15% under Rule 8.08(1) of the Listing Rules calculated based on the final Offer
|
||
Price of HK$27.10 per Offer Share, thereby satisfying the public float requirement under Rule
|
||
8.08(1) of the Listing Rules.
|
||
|
||
|
||
--- page 16 ---
|
||
16
|
||
Each of the Key Persons and the members of the Single Largest Group of Shareholders has agreed
|
||
to a lock-up of twelve months following the Listing Date. As such, Class A Ordinary Shares
|
||
held by these shareholders upon Listing shall not be counted towards the free float of the Class
|
||
A Ordinary Shares. Based on the final Offer Price of HK$27.10 per Offer Share, the Company
|
||
satisfies the free float requirement under Rule 8.08A of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering (before
|
||
any exercise of the Over-allotment Option), (i) no placee will, individually, be placed more than
|
||
10% of the enlarged total issued Class A Ordinary Shares of the Company immediately after
|
||
the Global Offering; (ii) there will not be any new substantial Shareholder immediately after the
|
||
Global Offering; (iii) the three largest public Class A Ordinary Shareholders of the Company do
|
||
not hold more than 50% of the Class A Ordinary Shares in public hands at the time of the Listing
|
||
in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will be at least 300
|
||
Class A Ordinary Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the
|
||
Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The 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 { Underwriting Arrangements
|
||
{ Hong Kong Public Offering { Hong Kong Underwriting Agreement { Grounds for
|
||
Termination ” in the Prospectus has not been exercised. Investors who trade the Class A Ordinary
|
||
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.
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday,
|
||
November 6, 2025 (Hong Kong time), 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 (Hong Kong
|
||
time). 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.
|
||
By order of the Board
|
||
WeRide Inc.
|
||
Dr. Tony Xu Han
|
||
Chairman of the Board, Executive Director and Chief Executive Officer
|
||
Hong Kong, November 5, 2025
|
||
As at the date of this announcement, Directors and proposed Director of the Company are: (i) Dr.
|
||
Tony Xu Han and Dr. Yan Li as executive Directors; (ii) Mr. Kazuhiro Doi and Mr. Jean-François
|
||
Salles as non-executive Directors; and (iii) Ms. Huiping Yan, Mr. David Zhang and Dr. Tony Fan-
|
||
cheong Chan as independent non-executive Directors.
|