WeRide Inc. (stock code: 00800, ticker: WERIDE-W) has adopted its Ninth Amended and Restated Memorandum and Articles of Association, effective 13 March 2026, following shareholder approval by special resolution on the same date.
Key corporate provisions
1. Share capital • Authorised capital remains US$50,000, divided into 5 billion shares with a par value of US$0.00001 each. • Share classes: 4.50 billion Class A ordinary shares and 0.50 billion Class B ordinary shares.
2. Weighted voting rights (WVR) • Class A carries one vote per share; Class B carries ten votes per share. • All shares vote together as a single class, except on specified matters—including amendments to the articles, appointment/removal of independent non-executive directors, auditor changes and voluntary liquidation—where both classes vote on a one-vote-per-share basis. • Class B shares are restricted to co-founders Dr. Tony Xu Han and Dr. Yan Li or their wholly controlled vehicles. • Automatic one-for-one conversion of any Class B share into a Class A share occurs upon: – death, incapacity or board departure of the relevant holder; – transfer of economic or voting control to a non-qualifying party; or – any sale, transfer or disposal that breaches HKSE Listing Rule 8A.18(2). • No additional Class B shares may be issued except in strictly limited pro-rata circumstances that do not increase their overall proportion.
3. Governance and board committees • Minimum three directors; board chairman elected by simple majority of directors. • Mandatory committees include Nomination Committee, Corporate Governance Committee (comprised solely of independent non-executive directors) and a permanent Compliance Adviser. • Independent non-executive directors must retire by rotation at least once every three years. • The Corporate Governance Committee must confirm annually that Class B holders have complied with all WVR safeguards.
4. Forum selection and dispute resolution • The courts of the Cayman Islands and Hong Kong have exclusive jurisdiction over corporate disputes, with Cayman courts retaining exclusive jurisdiction for winding-up petitions. • U.S. federal courts have exclusive jurisdiction over any Securities Act or Exchange Act claims if a U.S. court assumes jurisdiction.
5. Other notable provisions • Treasury shares permitted; board may repurchase, redeem or hold shares as treasury. • Dividend policy remains at the board’s discretion, subject to available reserves. • Financial year-end fixed at 31 December. • The company will continue to display the warning “A company controlled through weighted voting rights” on all HKSE-mandated documents.
These amended constitutional documents consolidate WeRide-W’s capital structure, codify HKSE-compliant WVR safeguards, and formalise expanded corporate governance obligations ahead of the company’s next phase of growth.
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