The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and the related notes included in this annual report. This annual report contains forward-looking statements. See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A.OPERATING RESULTS WeRide provides autonomous driving products and services from L2 to L4, addressing transportation needs across a range of use cases on open road, including in mobility, logistics, and sanitation industries. We generate revenue from (i) the sales of autonomous driving vehicles, primarily including robobuses, robotaxis and 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 R&D services, and intelligent data services. Key Factors Affecting Our Performance 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 2023, 2024 and 2025, we offered services and products to 36, 91 and 164 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. Continued investment in technology Technology is at the core of our business. 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. Since our inception, our team has made technological investments in key aspects of autonomous driving software, hardware and infrastructure. We invested heavily in the development of WeRide One. Currently, WeRide One is at running stage as the foundation model and technological backbone of our operating fleet. We have achieved technical feasibility, and have been using WeRide One as our fundamental infrastructure to support our autonomous driving technology and operation. However, we do not plan to sell WeRide One directly. We will continue to make ongoing investments into this platform, including optimizing its algorithm, upgrading its computing power and storage or processing capacity. We expect to start to generate meaningful profit relating to WeRide One, through the sales of our autonomous driving vehicles and provision of our operational support services in the foreseeable future. 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 development activities incurred in 2023, 2024 and 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 spent considerable amount of resources, both financially and from human capital perspective, on continually upgrading this platform and its underlying universal system, end-to-end models, offboard model training, among others. We expect these development activities would start to generate meaningful future economic benefit in the foreseeable future. 97 Table of Contents 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. 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 commercial operations, potentially affecting our market launch and growth trajectory. Recognition of Share-based Compensation Expenses We have granted options and other types of awards under our 2018 Share Plan. As of the date of this annual report, there were 36,166,524 outstanding restricted share units (including vested but not settled restricted share units) and outstanding options to purchase a total of 95,253,810 ordinary shares granted under the 2018 Share Plan. For the years ended December 31, 2023, 2024 and 2025, we recorded RMB931.8 million, RMB1,187.9 million and RMB 450.0 (US$64.3 million) of share-based compensation expense in the consolidated statements of profit or loss. We may record substantial share-based compensation expenses in the future. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We have granted options and other types of awards under our 2018 Share Plan, which will result in a substantial amount of share-based compensation expenses and may have a significant impact on our results of operations.” 98 Table of Contents Key Components of Results of Operations Revenue The following table sets forth the breakdown of our revenue by nature in absolute amount and as a percentage of our total revenue for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Revenue: ​ ​ ​ ​ ​ ​ ​ Product revenue(1) 54,190 13.5 87,710 24.3 359,843 51,457 52.6 Service revenue(2) 347,654 86.5 273,424 75.7 324,744 46,438 47.4 Total revenue 401,844 100.0 361,134 100.0 684,587 97,895 100.0 Notes: (1) Represents the sales of our autonomous driving vehicles, mainly including our robobuses, robotaxis, robosweepers and robovans and related sensor suites. (2) Represents the provision of services, including autonomous driving related operational and technical support services, ADAS R&D services and intelligent data services. We generate revenue from (i) the sales of autonomous driving vehicles, primarily including robobuses, robotaxis, robosweepers and rovovans, 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 R&D 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. 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, entered commercial production and public services in 2024 and has actively scaled deployments since 2025. We expect that our revenue from the robotaxi business will increase accordingly after the achievement of these commercialization milestones. Cost of revenue Our cost of revenue primarily consists 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. The following table sets 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 periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Cost of revenue: ​ ​ ​ ​ ​ ​ ​ Cost of goods sold 34,138 15.6 71,716 28.6 253,530 36,254 53.1 Cost of services 184,230 84.4 178,703 71.4 224,235 32,065 46.9 Total 218,368 100.0 250,419 100.0 477,765 68,319 100.0 ​ 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. 99 Table of Contents Gross profit and gross margin The following table presents our gross profit and gross margin for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ Profit ​ margin ​ Profit ​ margin ​ Profit ​ Profit ​ margin ​ ​ RMB ​ % ​ RMB ​ % ​ RMB ​ US$ ​ % ​ ​ (in thousands, except for percentages) Products 20,052 37.0 15,994 18.2 106,313 15,203 29.5 Services 163,424 47.0 94,721 34.6 100,509 14,373 31.0 Total 183,476 45.7 110,715 30.7 206,822 29,576 30.2 ​ Due to the success of our product and service offerings, we are in a favorable market position to secure a healthy profit margin. For the years ended December 31, 2023, 2024 and 2025, our gross profit was RMB183.5 million, RMB110.7 million and RMB206.8 million (US$29.6 million), respectively, and our gross margin, which represents the proportion of revenues that exceeds cost of revenues, was 45.7%, 30.7% and 30.2%, respectively. Operating expenses Our operating expenses primarily consist of research and development expenses, administrative expenses and selling expenses. The following table presents our operating expenses and as a percentage of our revenue for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Operating Expenses: ​ ​ ​ ​ ​ ​ ​ Research and development expenses (1,058,395) (263.4) (1,091,357) (302.2) (1,372,191) (196,221) (200.4) Administrative expenses (625,369) (155.6) (1,138,802) (315.3) (596,060) (85,235) (87.1) Selling expenses (41,447) (10.3) (53,566) (14.8) (73,628) (10,529) (10.8) Total (1,725,211) (429.3) (2,283,725) (632.4) (2,041,879) (291,985) (298.3) ​ Research and development expenses 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. Our research and development expenses were RMB1,058.4 million, RMB1,091.4 million and RMB1,372.2 million (US$196.2 million) in 2023, 2024 and 2025, respectively. 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. Administrative expenses Our administrative expenses primarily consisted of payroll and employee benefits, professional service fees and other general corporate expenses. 100 Table of Contents For the years ended December 31, 2023, 2024 and 2025, our administrative expenses were RMB625.4 million, RMB1,138.8 million and RMB596.1 million (US$85.2 million), respectively. We expect that our administrative expenses will increase in absolute amounts in the foreseeable future, as we have become a public company, we will 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. Selling expenses Our selling expenses primarily consisted of personnel-related expenses associated with our sales and marketing personnel. For the years ended December 31, 2023, 2024 and 2025, our selling expenses were RMB41.4 million, RMB53.6 million and RMB73.6 million (US$10.5 million), respectively. 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 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, 2023, 2024 and 2025, our other net income was RMB15.8 million and RMB16.5 million and RMB4.9 million (US$0.7 million), respectively. Impairment loss on receivables and contract assets Impairment loss on receivables and contract assets is recognized from loss allowance measured at an amount equal to lifetime expected credit losses, or ECL(s), based on historical settlement records and forward-looking information. Expected loss rates are based on actual loss experience over the past 3 years. 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 and contract assets. For the years ended December 31, 2023, 2024 and 2025, our impairment loss on receivables and contract assets, was RMB40.2 million, RMB28.7 million and RMB16.6 million (US$2.4 million), respectively. Net foreign exchange gain/(loss) This represents gain or loss 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 a net foreign exchange gain of RMB7.1 million, RMB27.9 million and a loss of RMB9.0 million (US$1.3 million) for the years ended December 31, 2023, 2024 and 2025, respectively. Interest income Interest income represents earnings generated from bank deposits. For the years ended December 31, 2023, 2024 and 2025, our interest income was RMB132.0 million, RMB176.9 million and RMB172.3 million (US$24.6 million), respectively. Other finance costs Our other finance costs consisted of (i) interests on lease liabilities, (ii) changes in the carrying amount of put option liabilities and (iii) interests on bank loans. 101 Table of Contents For the years ended December 31, 2023, 2024 and 2025, our other finance costs were RMB3.5 million, RMB3.5 million and RMB9.1 million (US$1.3 million), respectively. Fair value changes of financial liabilities measured at FVTPL Our financial liabilities measured at FVTPL represent warrants liabilities. For the year ended December 31, 2023, our fair value changes of financial liabilities measured at FVTPL was a loss of RMB4.5 million. 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, 2023 and 2024, our changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights was RMB554.0 million and RMB465.3 million, respectively. Such preferred shares and other financial instruments were converted to equity after our U.S. IPO was completed in October 2024. Taxation For the years ended December 31, 2023, 2024 and 2025, our income tax expense was RMB2.9 million, RMB5.9 million and RMB4.1 million (US$0.6 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 HKD2,000,000 and 8.25% for assessable profits below HKD2,000,000. Additionally, payments of dividends by our subsidiary in Hong Kong to our company are not subject to any Hong Kong withholding tax. 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%. United Arab Emirates Under the Federal Decree-Law No. 47 of 2022 of the United Arab Emirates, our subsidiary established in the UAE is subject to a standard CIT rate of 9%. 102 Table of Contents Singapore Under the Income Tax Act 1947 of Singapore, our subsidiary established in Singapore is subject to a flat CIT rate of 17%. 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 a “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 has successfully completed its re-certification as a “high and new technology enterprise” and will continue to enjoy the preferential tax policies from 2025 to 2027. All of our other mainland China subsidiaries were subject to enterprise income tax at a rate of 25%. We are subject to value added tax, at rates from 3% to 13% on the services we provide, less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT 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 “Item 3. Key Information—D. 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.” 103 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our revenue for the periods presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ Product revenue 54,190 13.5 87,710 24.3 359,843 51,457 52.6 Service revenue 347,654 86.5 273,424 75.7 324,744 46,438 47.4 Total revenues 401,844 100.0 361,134 100.0 684,587 97,895 100.0 Cost of revenue(2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold (34,138) (8.5) (71,716) (19.9) (253,530) (36,254) (37.0) Cost of services (184,230) (45.8) (178,703) (49.5) (224,235) (32,065) (32.8) Total cost of revenue (218,368) (54.3) (250,419) (69.3) (477,765) (68,319) (69.8) Gross profit 183,476 45.7 110,715 30.7 206,822 29,576 30.2 Other net income 15,750 3.9 16,491 4.6 4,912 702 0.7 Research and development expenses(2) (1,058,395) (263.4) (1,091,357) (302.2) (1,372,191) (196,221) (200.4) Administrative expenses(2) (625,369) (155.6) (1,138,802) (315.3) (596,060) (85,235) (87.1) Selling expenses(2) (41,447) (10.3) (53,566) (14.8) (73,628) (10,529) (10.8) Impairment loss on receivables and contract asset (40,217) (10.0) (28,664) (7.9) (16,625) (2,377) (2.4) Operating loss (1,566,202) (389.8) (2,185,183) (605.1) (1,846,770) (264,084) (269.8) Net foreign exchange gain/(loss) 7,052 1.8 27,880 7.7 (9,031) (1,291) (1.3) Interest income 132,042 32.9 176,902 49.0 172,307 24,640 25.2 Fair value changes of financial assets at fair value through profit or loss (“FVTPL”) 42,960 10.7 (61,834) (17.1) 41,822 5,980 6.1 Other finance costs (3,490) (0.9) (3,451) (1.0) (9,128) (1,305) (1.3) Fair value changes of financial liabilities measured at FVTPL (4,549) (1.1) — — — — — Changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights (554,048) (137.9) (465,254) (128.8) — — — Loss before taxation (1,946,235) (484.3) (2,510,940) (695.3) (1,650,800) (236,060) (241.1) Income tax (2,866) (0.7) (5,868) (1.6) (4,100) (586) (0.6) Loss for the year (1,949,101) (485.0) (2,516,808) (696.9) (1,654,900) (236,646) (241.7) Non-IFRS adjusted net loss(1) (501,680) (124.8) (801,853) (222.0) (1,246,739) (178,279) (182.1) Notes: (1) For discussions of our adjusted net loss and reconciliation of adjusted net loss to loss for the year, see “—Non-IFRS Financial Measures” for details. 104 Table of Contents (2) Share-based compensation expenses were allocated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Cost of revenues 10,284 7,161 — — Research and development expenses 440,138 234,350 (160,534) (22,956) Administrative expenses 465,678 937,660 (284,312) (40,656) Selling expenses 15,684 8,696 (5,137) (735) Total 931,784 1,187,867 (449,983) (64,347) ​ Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenue Our revenue increased by 89.6% from RMB361.1 million in 2024 to RMB684.6 million (US$97.9 million) in 2025. Our product revenue increased by 310.3% from RMB87.7 million in 2024 to RMB359.8 million (US$51.5 million) in 2025, primarily due to an increase in the sales of robotaxis, robobuses, robosweepers as well as robovans in 2025. The following table illustrates our product sales in the years presented: ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (unit) Sales of robotaxis 18 123 Sales of robosweepers 49 91 Sales of robovans 10 28 Sales of robobuses 14 156 ​ Our service revenue increased by 18.8% from RMB273.4 million in 2024 to RMB324.7 million (US$46.4 million) in 2025, primarily due to an increase of RMB103.8 million in revenue from intelligent data services and an increase of RMB17.7 million from autonomous driving related operational and technical support services, partially offset by the decrease of RMB70.1 million from ADAS research and development services, as certain customized research and development services for certain clients had been completed in the third quarter of 2024. Cost of revenue Our cost of revenue increased by 90.8% from RMB250.4 million in 2024 to RMB477.8 million (US$68.3 million) in 2025. The increase in cost of revenue was mainly due to (i) an increase in cost of goods sold, aligned with the increase in product sales; and (ii) an increase in costs of services, affected by an increase in costs of intelligent data services, partially offset by a decrease in costs of ADAS research and development services. Our cost of goods sold increased from RMB71.7 million in 2024 to RMB253.5 million (US$36.3 million) in 2025, reflecting higher sales volumes during the year. Our cost of services increased from RMB178.7 million in 2024 to RMB224.2 million (US$32.1 million) in 2025, mainly due to an increase in costs of intelligent data services, partially offset by a decrease in costs of ADAS research and development services. Gross profit and gross margin Our gross profit increased from RMB110.7 million in 2024 to RMB206.8 million (US$29.6 million) in 2025. Our gross margin decreased from 30.7% in 2024 to 30.2% in 2025, which remained relatively stable. 105 Table of Contents Research and development expenses Our research and development expenses increased by 25.7% from RMB1,091.4 million in 2024 to RMB1,372.2 million (US$196.2 million) in 2025, mainly due to (i) an increase of RMB150.3 million (US$21.5 million) in payroll and employee benefits, mainly for strengthening and enhancing the technological leadership and position in the industry, (ii) an increase of RMB111.2 million (US$15.9 million) in professional service fee and outsourcing service fee for research and development projects, and (iii) an increase of RMB54.0 million (US$7.7 million) in depreciation and amortization, partially offset by a decrease in share-based compensation of RMB73.8 million (US$10.6 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 2025. Administrative expenses Our administrative expenses decreased by 47.7% from RMB1,138.8 million in 2024 to RMB596.1 million (US$85.2 million) in 2025, mainly due to a decrease in share-based compensation of RMB653.3 million (US$93.4 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 2025, partially offset by an increase of RMB76.6 million (US$11.0 million) in professional services fees and listing expenses mainly related to legal compliance service and Global Offering. Selling expenses Our selling expenses increased by 37.3% from RMB53.6 million in 2024 to RMB73.6 million (US$10.5 million) in 2025, mainly due to an increase in personnel-related expenses and labor costs 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. The increase of selling expenses was well below the pace of sales growth. Other net income Our other net income decreased from RMB16.5 million in 2024 to RMB4.9 million (US$0.7 million) in 2025, primarily related to a loss on disposal of non-current assets of RMB3.4 million and disposals of certain long-aging vehicles of RMB7.4 million. Impairment loss on receivables and contract assets Our impairment loss on receivables and contract assets decreased from RMB28.7 million in 2024 to RMB16.6 million (US$2.4 million) in 2025, primarily due to that we have proactively made collection efforts with our customers to achieve timely settlement of our trade receivables. Net foreign exchange gain/(loss) Our net foreign exchange gain/(loss) shifted from an exchange gain of RMB27.9 million in 2024 to an exchange loss of RMB9.0 million (US$1.3 million) in 2025, primarily as a result of the fluctuations in the exchange rate between Renminbi and U.S. dollars. Interest income Our interest income decreased slightly from RMB176.9 million in 2024 to RMB172.3 million (US$24.6 million) in 2025, mainly attributable to the decline in bank deposit interest rates, partially offset by an increase in our balance of cash and cash equivalents and time deposits. Fair value changes of financial assets at FVTPL Fair value changes of financial assets at FVTPL changed from negative RMB61.8 million in 2024 to RMB41.8 million (US$6.0 million) in 2025, primarily due to the share price fluctuation of equity investments and the increase of average balance of wealth management products in 2025. 106 Table of Contents Other finance costs Our other finance costs increased from RMB3.5 million in 2024 to RMB9.1 million (US$1.3 million) in 2025, mainly due to an increase in interest expenses for bank loans. 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 changed from RMB465.3 million in 2024 to nil in 2025 because our convertible preferred shares liabilities were converted to equity after our initial public offering completed in October 2024. Income Tax Expense We had income tax expenses remain stable at RMB5.9 million and RMB4.1 million (US$0.6 million) in 2024 and 2025, respectively. Loss for the year As a result of the foregoing, our loss for the year decreased by 34.2% from RMB2,516.8 million in 2024 to RMB1,654.9 million (US$236.6 million) in 2025. Non-IFRS adjusted net loss Our non-IFRS adjusted net loss increased by 55.5% from RMB801.9 million in 2024 to RMB1,246.7 million (US$178.3 million) in 2025. For discussions of our adjusted net loss and reconciliation of adjusted net loss to loss for the year, see “—Non-IFRS Financial Measures” for details. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 A comparison of fiscal years 2024 and 2023 can be found in “Item 5.A—Operating Results” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on March 25, 2025. Non-IFRS Financial Measures In evaluating our business, we consider and use the non-IFRS financial measure of adjusted net loss as a supplemental measure to review and assess our operating performance. We believe that adjusted net loss provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as it helps our management. We define adjusted net loss as loss for the year excluding share-based compensation expenses, fair value changes of financial liabilities measured at FVTPL, fair value changes of financial assets at FVTPL and changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights, all of which are net of nil tax. We present the non-IFRS financial measure because it is used by our management to evaluate our operating performance and formulate business plans. Adjusted net loss enables our management to assess our operating results without considering the impacts of the aforementioned non-cash adjustment items that we do not consider to be indicative of our core operations. Accordingly, we believe that the use of this non-IFRS financial measure provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. This non-IFRS financial measure is not defined under IFRS and is not presented in accordance with IFRS. The non-IFRS financial measure has limitations as an analytical tool. One of the key limitations of using adjusted net loss is that it does not reflect all items of expenses that affect our operations. Further, this non-IFRS measure may differ from the non-IFRS information used by other companies, including peer companies, and therefore its comparability may be limited. 107 Table of Contents The non-IFRS financial measure should not be considered in isolation or construed as an alternative to loss for the year or any other measure of performance information prepared and presented in accordance with IFRS or as an indicator of our operating performance. Investors are encouraged to review our historical non-IFRS financial measure in light of the most directly comparable IFRS measure, as shown below. The non-IFRS financial measure presented here may not be comparable to similarly titled measure presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing our data comparatively. We encourage you to review our financial information in its entirety and not rely on a single financial measure. The following table reconciles our adjusted net loss for the years indicated to the most directly comparable financial measure calculated and presented in accordance with IFRS, which is loss for the year: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Reconciliation of loss for the year to adjusted net loss: ​ ​ ​ ​ Loss for the year (1,949,101) (2,516,808) (1,654,900) (236,646) Add: ​ ​ ​ ​ ​ ​ ​ ​ Share-based compensation expenses 931,784 1,187,867 449,983 64,347 Fair value changes of financial assets at FVTPL (42,960) 61,834 (41,822) (5,980) Fair value changes of financial liabilities measured at FVTPL 4,549 — — — Changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights 554,048 465,254 — — Non-IFRS adjusted net loss (501,680) (801,853) (1,246,739) (178,279) ​ B.LIQUIDITY AND CAPITAL RESOURCES Sources of Liquidity, Cash Flow and Working Capital As of December 31, 2025, we have financed our operating and investing activities mainly through historical equity financing activities. In October 2024, we completed our U.S. IPO and our ADSs commenced trading on the Nasdaq Stock Market. We raised an aggregate of US$125.5 million in net proceeds from this offering and the underwriters’ partial exercise of their option to purchase additional ADSs, after deducting underwriting commissions and the offering expenses payable by us. In November 2025, we completed the Hong Kong Listing and our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange. We raised from this Global Offering in connection with the Hong Kong Listing approximately HK$2,314.6 million in net proceeds, after deducting underwriting commissions, fees and the offering expenses. As of December 31, 2024 and 2025, our cash and cash equivalents were RMB4,268.3 and RMB6,666.3 million (US$953.3 million), respectively. As of December 31, 2024 and 2025, our time deposits were RMB620.1 million and RMB301.4 million (US$43.1 million), respectively. As of December 31, 2024 and 2025, our financial assets at FVTPL were RMB1,742.1 million and RMB332.3 million (US$47.5 million), respectively. Our financial assets at FVTPL primarily represents our investments in wealth management products, certain private investment funds and in 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. 108 Table of Contents As of December 31, 2025, 21.5% and 78.5% of our cash, cash equivalents, restricted cash, time deposits and current financial assets at FVTPL were held in mainland China and outside mainland China, respectively, and 8.6% and 89.3% were denominated in Renminbi and U.S. dollars, respectively. Our cash, cash equivalents, restricted cash, time deposits and current financial assets at FVTPL as of December 31, 2025 outside mainland China was held primarily in Singapore, Hong Kong and the U.S. For cash concentration disclosures, see Note 31(f) to our audited consolidated financial statements included elsewhere in this annual report. 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 raised in our offshore offerings 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 our offshore offerings to make loans or capital contributions to our mainland China subsidiaries. See “Item 3. Key Information—D. 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 affect our ability to use 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.” 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 “Item 3. Key Information—D. 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.” For other restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.” A majority of our revenue has been denominated in RMB for the years ended December 31, 2023, 2024 and 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 “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—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 ordinary 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 government 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. 109 Table of Contents The following table sets forth the movements of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Net cash used in operating activities (474,890) (593,595) (1,321,734) (189,005) Net cash (used in)/generated from investing activities (546,944) 325,505 1,505,881 215,338 Net cash generated from financing activities 446,954 2,823,875 2,296,444 328,387 Net (decrease)/increase in cash and cash equivalents (574,880) 2,555,785 2,480,591 354,720 Cash and cash equivalents as of January 1 2,233,691 1,661,152 4,268,300 610,359 Effect of foreign exchange rate changes 2,341 51,363 (82,587) (11,810) Cash and cash equivalents as of December 31 1,661,152 4,268,300 6,666,304 953,269 ​ Operating activities Net cash used in operating activities in 2025 was RMB1,321.7 million (US$189.0 million). The difference between the loss for the year of RMB1,654.9 million (US$236.6 million) and operating cash outflow was primarily the result of (i) the adjustment of non-cash or non-operating items of RMB613.1 million (US$87.7 million), mainly consisted of share-based compensation expenses of RMB450.0 million (US$64.3 million) and depreciation and amortization of RMB166.7 million (US$23.8 million), and (ii) a net increase in working capital, which represents total current assets less total current liabilities, by RMB275.8 million (US$39.4 million). The net increase in working capital was primarily attributable to (i) an increase in trade receivables of RMB213.8 million (US$30.6 million) primarily due to the strong sales performance at the year-end, (ii) an increase in inventories of RMB207.6 million (US$29.7 million) mainly driven by stocking for foreseeable purchase orders, partially offset by an increase in trade payables of RMB 142.3 million (US$20.3 million) mainly due to a substantial volume of inventory purchased towards the end of the year for which payment has not yet fallen due. Net cash used in operating activities in 2024 was RMB593.6 million. The difference between the loss for the year of RMB2,516.8 million and operating cash outflow was primarily the result of (i) the adjustment of non-cash items of RMB1,919.5 million, mainly consisted of share-based compensation expenses of RMB1,187.9 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, and (ii) a net decrease in working capital, which represents total current assets less total current liabilities, by RMB7.5 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, a decrease in trade receivables and contract assets of RMB43.2 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 for settlement of purchase orders to Yutong affiliates and Yuji affiliates, and (ii) an increase in inventories of RMB62.3 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. Investing activities Cash generated from investing activities in 2025 was RMB1,505.9 million (US$215.3 million), consisting primarily of proceeds from sales of financial assets at FVTPL of RMB1,777.2 million (US$254.1 million) and proceeds from maturity of time deposits of RMB1,411.6 million (US$201.9 million), partially offset by purchase of time deposits of RMB1,089.5 million (US$155.8 million) and purchase of financial assets at FVTPL of RMB365.0 million (US$52.2 million). 110 Table of Contents Cash generated from investing activities in 2024 was RMB325.5 million, consisting primarily of proceeds from maturity of time deposits of RMB5,156.8 million and proceeds from sales of financial assets measured at FVTPL of RMB324.8 million, partially offset by payments for purchase of financial assets at FVTPL of RMB1,807.5 million and purchase of time deposits of RMB3,257.0 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. Financing activities Cash generated from financing activities in 2025 was RMB2,296.4 million (US$328.4 million), consisting primarily of proceeds from issuance of ordinary shares relating to Global Offering, net of commissions and other listing expenses of RMB2,111.6 million (US$302.0 million) and proceeds from bank loans of RMB332.4 million (US$47.5 million), partially offset by repayment of bank loans of RMB88.3 million (US$12.6 million). Cash generated from financing activities in 2024 was RMB2,823.9 million, consisting primarily of proceeds from issuance of ordinary shares relating to our initial public offering and exercise of the over-allotment option, net of commissions of RMB3,170.8 million, which was partially offset by payment of withholding tax arising from the settlement of vested RSUs of RMB394.2 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. Material Cash Requirements Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our capital expenditures and contractual obligations. Capital Expenditures Our capital expenditures were RMB37.0 million and RMB85.5 million and RMB248.4 million (US$35.5 million) in 2023, 2024 and 2025, respectively. Capital expenditures primarily represent expenditures on payments for purchase of intangible assets, property and equipment. The following table sets forth our capital expenditure for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Purchase of property and equipment (36,650) (84,004) (247,598) (35,406) Purchase of intangible assets (304) (1,504) (848) (121) Total (36,954) (85,508) (248,446) (35,527) ​ 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 offshore offerings. 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. 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. 111 Table of Contents 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 RMB37.1 million, RMB40.2 million and RMB59.1 million (US$8.5 million) for the years ended December 31, 2023, 2024 and 2025, respectively. The following table sets forth our operating lease obligations as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ Total ​ ​ ​ Less Than 1 Year ​ ​ ​ 1‑2 Years ​ ​ ​ 2‑5 Years ​ ​ (RMB in thousands) Operating lease commitment 59,079 33,324 15,715 10,040 ​ In addition, WeRide HK, Guangzhou Jingqi and two investors jointly established Wenyuan Yuexing 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 Yuexing, respectively. Pursuant to the shareholders agreement, we are obligated to repurchase all or a part of the equity interest of one investor under certain circumstances, and to make cash payments to cover any shortfall if the other investor’s investment return falls below 10% of the original injection amount, if certain agreed performance condition is not satisfied. Based on negotiation with the shareholders of Wenyuan Yuexing, we agreed to redeem 15% equity interest of Wenyuan Yuexing from one of the investors in advance in 2021. Our total liabilities under the aforesaid obligations were RMB43.3 million (US$6.2 million) as of December 31, 2025. In April 2026, we redeemed the remaining 5% equity interest from the investor for an aggregate payment of RMB11.6 million to the investor. 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 in 2024. As of December 31, 2025, we have paid RMB69.0 million (US$9.9 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 in 2024 and 2025. As of December 31, 2025, we have paid RMB24.3 million (US$3.5 million) under this vehicle purchase agreement. 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 in 2024 and 2025. As of December 31, 2025, no research and development services have been provided and we have not paid any consideration yet. In 2025, we entered into an investment agreement with an independent third party to invest in a private investment fund with amount of RMB28.8 million. As of December 31, 2025, RMB17.3 million has been paid. Furthermore, we entered into an investment agreement with another independent third party to invest an associate with investment amount of RMB9.0 million, which has not yet been paid as of December 31, 2025. 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 December 31, 2025 and any subsequent interim period. Off-Balance Sheet Commitments and Arrangements We have 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 consolidated financial statements. 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. 112 Table of Contents 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 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. Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 1(d) of our consolidated financial statements included elsewhere in this annual report. C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC See “Item 4. Information On the Company—B. Business Overview—Research and Development” and “Item 4. Information On the Company—B. Business Overview—Intellectual Property.” D.TREND INFORMATION Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. E.CRITICAL ACCOUNTING ESTIMATES We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. Preparing these consolidated financial statements in conformity with IFRS as issued by the IASB requires us to exercise estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenue and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our consolidated financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our consolidated financial statements. For a detailed discussion of our significant accounting estimates and judgments, see Note 3 to our consolidated financial statements included elsewhere in this annual report. The critical accounting estimates that we believe to have the most significant impact on our consolidated financial statements are described below. 113 Table of Contents 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 had to estimate the vesting periods of the share awards which were variable and subject to an estimate of when an initial public offering of our Company would occur before we completed our initial public offering in October 2024. The assumptions and models used for estimating the fair value of share-based compensation are disclosed in Note 30 to our consolidated financial statements included elsewhere in this annual report. Fair Value of Our Shares Prior to completion of our initial public offering, 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ ​ ​ ​ ​ ​ ​ ​ of Share ​ ​ Fair Value ​ Discount ​ ​ ​ Options Per Date of Valuation ​ Per Share ​ Rate ​ DLOM ​ Share ​ ​ (US$) ​ ​ ​ ​ ​ (US$) June 30, 2022 2.88 20 % 15 % 0.55‑1.24 December 31, 2022 3.42 20 % 13 % 0.46‑1.24 June 30, 2023 3.44 20 % 11 % N/A December 31, 2023 3.46 20 % 7 % 0.55‑1.24 June 30, 2024 3.47 20 % 4 % 1.22 July 26, 2024 4.82 20 % 4 % 0.00‑1.22 August 1, 2024 4.82 20 % 4 % 1.22‑1.24 ​ 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 out 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. 114 Table of Contents 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. 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 initial public offering 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.