SCHEDULE: WeRide Amends Governance for Hong Kong IPO

WeRide Inc. and its major investors, including Alliance Ventures, Renault, and Nissan, have amended their investment and voting agreements in preparation for a proposed dual primary listing on the Hong Kong Stock Exchange.

Summary

• WeRide Inc. is preparing for a dual primary listing of its Class A ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited (HK IPO).
• In connection with the HK IPO, the existing Nominating and Support Agreement (dated July 26, 2024) will be terminated.
• A new Voting Agreement (dated October 27, 2025) has been entered into between Alliance Ventures B.V. and WeRide's founders (Tony Xu Han and Yan Li).
• Under the new Voting Agreement, WeRide's founders commit to ensuring the appointment and election of two directors designated by Alliance Ventures, provided Alliance Ventures maintains certain equity thresholds.
• Alliance Ventures will lose the right to nominate one director if its shareholding in WeRide falls between 1% and 2% of the then current fully diluted share capital, and will lose the right to nominate any directors if its shareholding falls to 2% or more.
• An Amendment Agreement to the Investment Agreement (dated July 22, 2025) clarifies that if Alliance Ventures can designate two directors, Renault and Nissan each have the exclusive right to propose one. If only one director can be designated, the right goes to the shareholder (Renault or Nissan) with the highest beneficial ownership.
• Alliance Ventures B.V. beneficially owns 63,680,080 Class A Ordinary Shares, representing 7.2% of the class as of October 20, 2025.
• Renault s.a.s. and Renault S.A. beneficially own 10,616,604 Class A Ordinary Shares (1.2%).
• Nissan Motor Co., Ltd. beneficially owns 18,490,206 Class A Ordinary Shares (2.1%).
• The total outstanding Class A Ordinary Shares of WeRide Inc. were 883,551,907 as of October 20, 2025.

Sentiment

Score: 7

Explanation: The filing indicates proactive steps by WeRide and its major investors to prepare for a significant strategic event (HK IPO), which is generally positive for growth and capital access. The governance adjustments are a necessary part of this process, maintaining investor influence while adapting to new listing requirements. The clear definition of director nomination rights and thresholds provides transparency.

Positives

• Streamlines corporate governance structure in anticipation of a significant capital market event (HK IPO).
• Maintains Alliance Ventures' influence on WeRide's board through director nomination rights, albeit with clear thresholds tied to equity ownership.
• Clarifies the internal allocation of director nomination rights between Renault and Nissan within Alliance Ventures.

Negatives

• The removal of direct director appointment rights from WeRide's Post-US IPO M&AA could be seen as a slight reduction in direct control for Alliance Ventures, replaced by a voting agreement.
• Loss of director nomination rights is tied to Alliance Ventures' equity dilution, potentially reducing influence if shares are sold.

Risks

• Failure of the HK IPO to materialize could impact the effectiveness of the new agreements.
• Potential for disputes regarding the interpretation or enforcement of the Voting Agreement or the Investment Agreement Amendment.
• Alliance Ventures' influence on WeRide's board is contingent on maintaining specific equity thresholds, which could be impacted by future share sales.
• The potential for a 'group' formation with WeRide's founders, though disclaimed by reporting persons, could lead to regulatory scrutiny or perceived control issues.

Future Outlook

WeRide Inc. is actively pursuing a dual primary listing on the Hong Kong Stock Exchange, which will necessitate changes to its corporate governance structure and existing shareholder agreements. The new Voting Agreement and Investment Agreement Amendment are designed to facilitate this HK IPO and ensure continued board representation for Alliance Ventures, subject to maintaining specific equity thresholds.

Management Comments

• The Reporting Persons intend to communicate with the Issuer's management and Board of Directors about a variety of topics relating to the Issuer's performance, business, operations, and strategic opportunities and governance, including Board composition.
• Reporting Persons expressly disclaim the existence of a group with WeRide's founders, despite potential allegations of group formation due to the Nominating and Voting Agreements.

Industry Context

This filing reflects a growing trend among technology companies, particularly those with significant operations or investor interest in Asia, to pursue dual listings, often in Hong Kong, to access broader capital pools and enhance liquidity. For autonomous driving companies like WeRide, securing stable governance and investor backing is crucial for long-term development and commercialization in a highly competitive and capital-intensive industry. The involvement of major automotive players like Renault and Nissan through Alliance Ventures underscores the strategic importance of autonomous driving technology to the traditional automotive sector.

Comparison to Industry Standards

• The move towards a dual primary listing in Hong Kong is a common strategy for companies with a strong presence or growth potential in the Greater China region, similar to other tech firms seeking to tap into Asian capital markets.
• The establishment of clear equity thresholds for board representation is a standard governance practice in venture investments, ensuring investor influence aligns with their ownership stake, comparable to terms seen in other high-growth tech company funding rounds.
• The transition from direct director appointment rights in the M&AA to a voting agreement with founders is a common adaptation to meet listing requirements of exchanges like the HKSE, which often prefer a more standardized governance framework.

Corporate Governance

Related Party Transactions

• Amendment Agreement to the Investment Agreement Re WeRide Investment between Renault S.A.S., Mitsubishi Motors Corporation, Nissan Motor Co., Ltd., and Alliance Ventures B.V. (dated July 22, 2025).
• Side Letter to Nominating and Support Agreement between WeRide Inc., Tony Xu Han, Yan Li, and Alliance Ventures B.V. (dated October 27, 2025).
• Voting Agreement between Tony Xu Han, Yan Li, and Alliance Ventures B.V. (dated October 27, 2025).

Stakeholder Impact

• Shareholders: The proposed HK IPO could increase liquidity and access to capital, potentially benefiting all shareholders. Changes in governance structure clarify investor rights and influence.
• Management: Management will need to adapt to the new governance framework and reporting requirements associated with a dual listing.
• Investors (Renault, Nissan, Mitsubishi, Alliance Ventures): Their board representation rights are formalized and tied to equity thresholds, providing clarity on their influence.

Next Steps

• WeRide Inc. to proceed with its proposed dual primary listing on the Main Board of The Stock Exchange of Hong Kong Limited (HK IPO).
• The Nominating and Support Agreement will be terminated upon the HKSE Listing.
• The Voting Agreement will become effective upon the HKSE Listing.
• The Investment Agreement Amendment will become effective upon the earliest of the HKSE Listing or the termination of the Nominating Agreement.
• WeRide's Post-US IPO M&AA will be amended to remove director appointment rights to fulfill HKSE requirements.

Key Dates

Recommendation

The filing primarily details governance adjustments and strategic preparations for a proposed Hong Kong IPO, rather than immediate operational or financial performance. While the HK IPO is a positive strategic move for capital access and liquidity, the impact on the company's valuation and future performance is yet to be fully realized. The changes in director nomination rights, while structured, represent a shift from direct appointment to a voting agreement, which requires careful monitoring. Investors should hold to observe the successful execution of the HK IPO and its subsequent impact on WeRide's growth trajectory and market position.

Keywords

WeRide Inc., HK IPO, Alliance Ventures, Renault, Nissan, Mitsubishi Motors, SEC Filing, Schedule 13D, Corporate Governance, Investment Agreement, Voting Agreement, Director Nomination, Dual Listing, Autonomous Driving