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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 (Title of Class of Securities) |
950915108 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 950915108 |
| 1 | Names of Reporting Persons
Yan Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
48,060,900.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row (2)(b): The reporting person has entered into a nominating and support agreement with the issuer, Dr. Tony Xu Han, and Alliance Ventures, B.V., which provides for Alliance Ventures, B.V. to appoint, remove, and replace two directors of the issuer subject to certain conditions. The reporting person expressly disclaims the existence of a group with Dr. Tony Xu Han or Alliance Ventures, B.V.
Note to Row (5), (7) and (9): Represents (i) 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited, (ii) 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited, and (iii) 7,366,401 Class B ordinary shares Dr. Yan Li has the right to acquire upon exercise of options within 60 days after December 31, 2024. Dr. Yan Li holds 51% equity interests in Yanli Holdings Limited through Humber Partners Limited, which is in turn 100% owned by Dr. Yan Li. Dr. Li is also the sole director of Yanli Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dr. Yan Li may be deemed to beneficially own all of the shares of the issuer owned by each of Yanli Holdings Limited and Humber Partners Limited. Each Class B ordinary share is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The registered address of each of Yanli Holdings Limited and Humber Partners Limited is Harkom Corporate Services Limited of Jayla Place, P.O. Box 216, Road Town, Tortola, VG1110, British Virgin Islands.
Note to Row (11): 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 and the reporting persons' Class B ordinary shares, which can be converted into Class A ordinary shares, as of December 31, 2024.
The shares beneficially owned by the reporting person represents 26.5% of the total outstanding voting power. 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 December 31, 2024 (taking into account the number of shares that the reporting person had the right to acquire upon exercise of options within 60 days after December 31, 2024). 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.
SCHEDULE 13G
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| CUSIP No. | 950915108 |
| 1 | Names of Reporting Persons
Yanli Holdings Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,000,010.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Row (2)(b): Dr. Yan Li, who controls the reporting person, has entered into a nominating and support agreement with the issuer, Dr. Tony Xu Han, and Alliance Ventures, B.V., which provides for Alliance Ventures, B.V. to appoint, remove, and replace two directors of the issuer subject to certain conditions. The reporting person expressly disclaims the existence of a group with Dr. Tony Xu Han or Alliance Ventures, B.V.
Note to Row (5), (7) and (9): Represents 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited. The registered address of Yanli Holdings Limited is Harkom Corporate Services Limited of Jayla Place, P.O. Box 216, Road Town, Tortola, VG1110, British Virgin Islands.
Note to Row (11): 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 and the reporting person's Class B ordinary shares, which can be converted into Class A ordinary shares, as of December 31, 2024.
The shares beneficially owned by the reporting person represents 0.5% of the total outstanding voting power. 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 December 31, 2024 (taking into account the number of shares that the reporting person had the right to acquire upon exercise of options within 60 days after December 31, 2024). 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.
SCHEDULE 13G
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| CUSIP No. | 950915108 |
| 1 | Names of Reporting Persons
Humber Partners Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,694,489.00 | ||||||||
| 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)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Row (2)(b): Dr. Yan Li, who controls the reporting person, has entered into a nominating and support agreement with the issuer, Dr. Tony Xu Han, and Alliance Ventures, B.V., which provides for Alliance Ventures, B.V. to appoint, remove, and replace two directors of the issuer subject to certain conditions. The reporting person expressly disclaims the existence of a group with Dr. Tony Xu Han or Alliance Ventures, B.V.
Note to Row (5), (7) and (9): Represents 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited. The registered address of Humber Partners Limited is Harkom Corporate Services Limited of Jayla Place, P.O. Box 216, Road Town, Tortola, VG1110, British Virgin Islands.
Note to Row (11): 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 and the reporting person's Class B ordinary shares, which can be converted into Class A ordinary shares, as of December 31, 2024.
The shares beneficially owned by the reporting person represents 18.7% of the total outstanding voting power. 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 December 31, 2024 (taking into account the number of shares that the reporting person had the right to acquire upon exercise of options within 60 days after December 31, 2024). 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.
SCHEDULE 13G
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| 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:
Yan Li
Yanli Holdings Limited
Humber Partners Limited | |
| (b) | Address or principal business office or, if none, residence:
Yan Li
21st Floor, Tower A, Guanzhou Life Science Innovation Center,
No. 51, Luoxuan Road, Guangzhou International Biotech Island,
Guangzhou, People's Republic of China
Yanli Holdings Limited
Jayla Place, P.O. Box 216,
Road Town, Tortola, VG1110,
British Virgin Islands
Humber Partners Limited
Jayla Place, P.O. Box 216,
Road Town, Tortola, VG1110,
British Virgin Islands | |
| (c) | Citizenship:
Yan Li - People's Republic of China
Yanli Holdings Limited - British Virgin Islands
Humber Partners Limited - British Virgin Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.00001 per share | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Yan Li - 48,060,900*
Yanli Holdings Limited - 16,000,010**
Humber Partners Limited - 24,694,489***
*Represents (i) 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited, a British Virgin Islands company, (ii) 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited, a British Virgin Islands company, and (iii) 7,366,401 Class B ordinary shares Dr. Yan Li has the right to acquire upon exercise of options within 60 days after December 31, 2024. Dr. Yan Li holds 51% equity interests in Yanli Holdings Limited through Humber Partners Limited, which is in turn 100% owned by Dr. Yan Li. Dr. Li is also the sole director of Yanli Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dr. Yan Li may be deemed to beneficially own all of the shares of the issuer owned by each of Yanli Holdings Limited and Humber Partners Limited.
** Represents 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited, a British Virgin Islands company.
*** Represents 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited, a British Virgin Islands company. | |
| (b) | Percent of class:
Yan Li - 6.1%, representing 26.5% of the total outstanding voting power
Yanli Holdings Limited - 2.1%, representing 0.5% of the total outstanding voting power
Humber Partners Limited - 3.1%, representing 18.7% of the total outstanding voting power
The percentage of class of securities beneficially owned by the reporting persons is based on a total of 771,399,682 issued and outstanding Class A ordinary shares and also takes into account Class A ordinary shares that the reporting persons have the right to acquire upon conversion of Class B ordinary shares and upon exercise of options within 60 day after December 31, 2024.
The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting persons by the voting power of all of the issuer's Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2024 (taking into account the number of shares that the reporting person had the right to acquire upon exercise of options within 60 days after December 31, 2024). 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:
Yan Li - 48,060,900*
Yanli Holdings Limited - 16,000,010**
Humber Partners Limited - 24,694,489***
*Represents (i) 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited, a British Virgin Islands company, (ii) 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited, a British Virgin Islands company, and (iii) 7,366,401 Class B ordinary shares Dr. Yan Li has the right to acquire upon exercise of options within 60 days after December 31, 2024. Dr. Yan Li holds 51% equity interests in Yanli Holdings Limited through Humber Partners Limited, which is in turn 100% owned by Dr. Yan Li. Dr. Li is also the sole director of Yanli Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dr. Yan Li may be deemed to beneficially own all of the shares of the issuer owned by each of Yanli Holdings Limited and Humber Partners Limited.
** Represents 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited, a British Virgin Islands company.
*** Represents 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited, a British Virgin Islands company. | ||
| (ii) Shared power to vote or to direct the vote:
Yan Li - 0
Yanli Holdings Limited - 0
Humber Partners Limited - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Yan Li - 48,060,900*
Yanli Holdings Limited - 16,000,010**
Humber Partners Limited - 24,694,489***
*Represents (i) 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited, a British Virgin Islands company, (ii) 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited, a British Virgin Islands company, and (iii) 7,366,401 Class B ordinary shares Dr. Yan Li has the right to acquire upon exercise of options within 60 days after December 31, 2024. Dr. Yan Li holds 51% equity interests in Yanli Holdings Limited through Humber Partners Limited, which is in turn 100% owned by Dr. Yan Li. Dr. Li is also the sole director of Yanli Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dr. Yan Li may be deemed to beneficially own all of the shares of the issuer owned by each of Yanli Holdings Limited and Humber Partners Limited.
** Represents 16,000,000 Class A ordinary shares and 10 Class B ordinary shares held by Yanli Holdings Limited, a British Virgin Islands company.
*** Represents 11,129,666 Class A ordinary shares and 13,564,823 Class B ordinary shares held by Humber Partners Limited, a British Virgin Islands company. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Yan Li - 0
Yanli Holdings Limited - 0
Humber Partners Limited - 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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Comments accompanying signature: N/A
Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |