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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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WeRide Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.00001 per share* *The CUSIP applies to the ADSs of WeRide Inc.; the ordinary shares do not have a CUSIP. (Title of Class of Securities) |
950915108 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 950915108 |
| 1 | Names of Reporting Persons
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
43,899,193.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 950915108 |
| 1 | Names of Reporting Persons
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,173,777.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 950915108 |
| 1 | Names of Reporting Persons
Zhengzhou Xuxin Industrial Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
79,072,970.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.11 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 950915108 |
| 1 | Names of Reporting Persons
Zhengzhou Yutong Group Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
79,072,970.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.11 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
WeRide Inc. | |
| (b) | Address of issuer's principal executive offices:
21st Floor, Tower A, No. 51, Luoxuan Road, Guangzhou, China, 510005 | |
| Item 2. | ||
| (a) | Name of person filing:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP)
Zhengzhou Xuxin Industrial Co., Ltd.
Zhengzhou Yutong Group Co., Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership
Room 2099, No. 101, Building 1,
Compound 36, South Hongjunying Road,
Chaoyang District, Beijing, China
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP)
5021, Floor 5, North of Financial Plaza,
intersection of Huaxia Avenue and Yungang Road,
Hangkonggang District, Zhengzhou City, Henan Province, China
Zhengzhou Xuxin Industrial Co., Ltd.
5021, Floor 5, North of Financial Plaza,
intersection of Huaxia Avenue and Yungang Road,
Hangkonggang District, Zhengzhou City, Henan Province, China
Zhengzhou Yutong Group Co., Ltd.
No. 8, Changchun Road,
High-Tech Industrial Development Zone,
Zhengzhou City, China | |
| (c) | Citizenship:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership -- People's Republic of China
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) -- People's Republic of China
Zhengzhou Xuxin Industrial Co., Ltd. -- People's Republic of China
Zhengzhou Yutong Group Co., Ltd. -- People's Republic of China | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.00001 per share* *The CUSIP applies to the ADSs of WeRide Inc.; the ordinary shares do not have a CUSIP. | |
| (e) | CUSIP No.:
950915108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership -- 43,899,193*
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) -- 35,173,777**
Zhengzhou Xuxin Industrial Co., Ltd. -- 79,072,970***
Zhengzhou Yutong Group Co., Ltd. -- 79,072,970****
*Represents 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership, or Beijing Xufeng, a limited partnership in People's Republic of China. Each American Depositary Share represents three Class A ordinary shares.
** Represents 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP), or Zhengzhou Xufeng, a limited partnership in People's Republic of China. Each American Depositary Share represents three Class A ordinary shares.
*** Represents (i) 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng, and (ii) 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng. Each American Depositary Share represents three Class A ordinary shares. The general partner of both entities is Zhengzhou Xuxin Industrial Co., Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Zhengzhou Xuxin Industrial Co., Ltd. may be deemed to beneficially own all of the shares of the issuer owned by each of Beijing Xufeng and Zhengzhou Xufeng.
**** Represents (i) 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng, and (ii) 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng. Each American Depositary Share represents three Class A ordinary shares. The general partner of both entities is Zhengzhou Xuxin Industrial Co., Ltd., which is wholly owned by Zhengzhou Yutong Group Co., Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Zhengzhou Yutong Group Co., Ltd. may be deemed to beneficially own all of the shares of the issuer owned by each of Beijing Xufeng and Zhengzhou Xufeng. | |
| (b) | Percent of class:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership -- 5.06%, representing 1.43% of the total outstanding voting power
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) -- 4.05%, representing 1.15% of the total outstanding voting power
Zhengzhou Xuxin Industrial Co., Ltd. -- 9.11%, representing 2.58% of the total outstanding voting power
Zhengzhou Yutong Group Co., Ltd. -- 9.11%, representing 2.58% of the total outstanding voting power
The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the issuer's issued and outstanding Class A ordinary shares as of June 30, 2025, as provided by the issuer.
The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the issuer's issued and outstanding Class A ordinary shares as of June 30, 2025, as provided by the issuer. According to the issuer, 867,770,146 Class A ordinary shares and 54,814,423 Class B ordinary shares are issued and outstanding as of June 30, 2025.
The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power beneficially owned by all of the issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of June 30, 2025. Each holder of the Class A ordinary share is entitled to one vote per share and each holder of the Class B ordinary share is entitled to 40 votes per share. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership -- 43,899,193*
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) -- 35,173,777** Zhengzhou Xuxin Industrial Co., Ltd. -- 79,072,970***
Zhengzhou Yutong Group Co., Ltd. -- 79,072,970****
*Represents 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership, or Beijing Xufeng, a limited partnership in People's Republic of China. Each American Depositary Share represents three Class A ordinary shares.
** Represents 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP), or Zhengzhou Xufeng, a limited partnership in People's Republic of China. Each American Depositary Share represents three Class A ordinary shares.
*** Represents (i) 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng, and (ii) 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng. Each American Depositary Share represents three Class A ordinary shares. The general partner of both entities is Zhengzhou Xuxin Industrial Co., Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Zhengzhou Xuxin Industrial Co., Ltd. may be deemed to beneficially own all of the shares of the issuer owned by each of Beijing Xufeng and Zhengzhou Xufeng.
**** Represents (i) 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng, and (ii) 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng. Each American Depositary Share represents three Class A ordinary shares. The general partner of both entities is Zhengzhou Xuxin Industrial Co., Ltd., which is wholly owned by Zhengzhou Yutong Group Co., Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Zhengzhou Yutong Group Co., Ltd. may be deemed to beneficially own all of the shares of the issuer owned by each of Beijing Xufeng and Zhengzhou Xufeng. | ||
| (ii) Shared power to vote or to direct the vote:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership -- 0
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) -- 0
Zhengzhou Xuxin Industrial Co., Ltd. -- 0
Zhengzhou Yutong Group Co., Ltd. -- 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership -- 43,899,193*
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) -- 35,173,777** Zhengzhou Xuxin Industrial Co., Ltd. -- 79,072,970***
Zhengzhou Yutong Group Co., Ltd. -- 79,072,970****
*Represents 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership, or Beijing Xufeng, a limited partnership in People's Republic of China. Each American Depositary Share represents three Class A ordinary shares.
** Represents 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP), or Zhengzhou Xufeng, a limited partnership in People's Republic of China. Each American Depositary Share represents three Class A ordinary shares.
*** Represents (i) 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng, and (ii) 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng. Each American Depositary Share represents three Class A ordinary shares. The general partner of both entities is Zhengzhou Xuxin Industrial Co., Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Zhengzhou Xuxin Industrial Co., Ltd. may be deemed to beneficially own all of the shares of the issuer owned by each of Beijing Xufeng and Zhengzhou Xufeng.
**** Represents (i) 43,899,193 Class A ordinary shares represented by 14,633,064 American Depositary Shares and 1 Class A ordinary share held by Beijing Xufeng, and (ii) 35,173,777 Class A ordinary shares represented by 11,724,592 American Depositary Shares and 1 Class A ordinary share held by Zhengzhou Xufeng. Each American Depositary Share represents three Class A ordinary shares. The general partner of both entities is Zhengzhou Xuxin Industrial Co., Ltd., which is wholly owned by Zhengzhou Yutong Group Co., Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Zhengzhou Yutong Group Co., Ltd. may be deemed to beneficially own all of the shares of the issuer owned by each of Beijing Xufeng and Zhengzhou Xufeng. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Beijing Xufeng Zhiyuan Intelligent Technology Limited Partnership -- 0
Zhengzhou Xufeng Jiayuan Intelligent Connected Enterprise Management Centre (LP) -- 0
Zhengzhou Xuxin Industrial Co., Ltd. -- 0
Zhengzhou Yutong Group Co., Ltd. -- 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 -- Joint Filing Agreement |