UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Pinduoduo Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.000005 per share
(Title of Class of Securities)
722304102**
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the Issuer’s American depositary shares, each representing four Class A Ordinary Shares. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 722304102 | SCHEDULE 13G | Page 2 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SCC GROWTH IV HOLDCO A, LTD. (“SCCG HOLDCO IV-A”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
181,830,600 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
181,830,600 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,830,600 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 3 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA GROWTH FUND V, L.P. (“SCCGF V”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,590,524 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,590,524 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,590,5241 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 2,397,631 American Depositary Shares. |
| 2 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 4 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA GROWTH PARTNERS FUND V, L.P. (“SCCGGPF V”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
525,264 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
525,264 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,2641 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 131,316 American Depositary Shares. |
| 2 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 5 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA GROWTH V PRINCIPALS FUND, L.P. (“SCCGG V PF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
410,524 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
410,524 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,5241 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 102,631 American Depositary Shares. |
| 2 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 6 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA GROWTH FUND IV, L.P. (“SCCGF IV”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
181,830,600 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
181,830,600 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,830,600 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 7 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SC CHINA GROWTH V MANAGEMENT, L.P. (“SCCG V MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,526,312 shares, of which 9,590,524 shares are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,526,312 shares, of which 9,590,524 shares are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,526,312 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 8 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SC CHINA GROWTH IV MANAGEMENT, L.P. (“SCCG IV MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
181,830,600 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of SCCGF IV is SCCG IV MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
181,830,600 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of SCCGF IV is SCCG IV MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,830,600 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 9 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (“SCC HOLD”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
192,356,912 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A, 9,590,524 are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
192,356,912 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A, 9,590,524 are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,356,912 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 10 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (“SNP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
192,356,912 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A, 9,590,524 are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. SNP wholly owns SCC HOLD. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
192,356,912 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A, 9,590,524 are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. SNP wholly owns SCC HOLD. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,356,912 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 11 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
NEIL NANPENG SHEN (“NS”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG SAR | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
192,356,912 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A, 9,590,524 are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. SNP wholly owns SCC HOLD. NS wholly owns SNP. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
192,356,912 shares, of which 181,830,600 shares are directly owned by SCCG HOLDCO IV-A, 9,590,524 are directly owned by SCCGF V, 525,264 shares are directly owned by SCCGGPF V and 410,524 shares are directly owned by SCCGG V PF. SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. SNP wholly owns SCC HOLD. NS wholly owns SNP. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,356,912 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 12 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SC GGFII HOLDCO, LTD. (“SC GGFII HOLD”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
120,782,040 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
120,782,040 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,782,040 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 13 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P. (“SC GGF III”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
20,616,840 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
20,616,840 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,616,8401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 5,154,210 American Depositary Shares. |
| 2 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 14 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS PRINCIPALS FUND, L.P. (“SC GGPF III”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
435,788 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
435,788 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,7881 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 108,947 American Depositary Shares. |
| 2 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 15 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P. (“SC GGF II”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
120,782,040 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
120,782,040 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,782,040 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 16 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P. (“SC GGPF II”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
120,782,040 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
120,782,040 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,782,040 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 17 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS MANAGEMENT, L.P. (“SC GGF III MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
21,052,628 shares, of which 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
21,052,628 shares, of which 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,628 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 18 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SC GLOBAL GROWTH II MANAGEMENT, L.P. (“SC GG II MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
120,782,040 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
120,782,040 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,782,040 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 19 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US TTGP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
141,834,668 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD, 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
141,834,668 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD, 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,834,668 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 20 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
MICHAEL ABRAMSON (“MA”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
141,834,668 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD, 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. MA and DL. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
141,834,668 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD, 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. MA and DL. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,834,668 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 21 of 27 Pages |
| 1 | NAME OF REPORTING PERSON
DOUGLAS LEONE (“DL”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
141,834,668 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD, 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. MA and DL. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
141,834,668 shares, of which 120,782,040 shares are directly owned by SC GGFII HOLD, 20,616,840 shares are directly owned by SC GGF III and 435,788 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. MA and DL. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,834,668 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 2,356,697,680 Class A ordinary shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 26, 2018. |
| CUSIP No. 722304102 | SCHEDULE 13G | Page 22 of 27 Pages |
ITEM 1.
| (a) | Name of Issuer: |
Pinduoduo Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
28/F, No. 533 Loushanguan Road
Changning District, Shanghai 200051
People’s Republic of China
ITEM 2.
| (a) | Name of Persons Filing: |
SCC Growth IV Holdco A, Ltd.
Sequoia Capital China Growth Fund V, L.P.
Sequoia Capital China Growth Partners Fund V, L.P.
Sequoia Capital China Growth V Principals Fund, L.P.
Sequoia Capital China Growth Fund IV, L.P.
SC China Growth V Management, L.P.
SC China Growth IV Management, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Neil Nanpeng Shen
SC GGFII Holdco, Ltd.
Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.
Sequoia Capital Global Growth Fund III - Endurance Partners Principals Fund, L.P.
Sequoia Capital Global Growth Fund II, L.P.
Sequoia Capital Global Growth II Principals Fund, L.P.
Sequoia Capital Global Growth Fund III - Endurance Partners Management, L.P.
SC Global Growth II Management, L.P.
SC US (TTGP), Ltd.
Michael Abramson
Douglas Leone
SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGGPF V and SCCGG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. SNP wholly owns SCC HOLD. NS wholly owns SNP.
SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. MA and DL.
| (b) | Address of Principal Business Office or, if none, Residence: |
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
| (c) | Citizenship: |
SCCG HOLDCO IV-A, SCCGF V, SCCGGPF V, SCCGG V PF, SCCGF IV, SCCG V MGMT, SCCG IV MGMT, SCC HOLD, SC GGFII HOLD, SC GGF III, SC GGPF III, SC GGF II, SC GGPF II, SC GGF III MGMT, SC GG II MGMT and SC US TTGP: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
MA, DL: USA
| CUSIP No. 722304102 | SCHEDULE 13G | Page 23 of 27 Pages |
| (d) | CUSIP Number: |
722304102
| 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: |
NOT APPLICABLE
| ITEM 4. | OWNERSHIP |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP No. 722304102 | SCHEDULE 13G | Page 24 of 27 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
| SCC Growth IV Holdco A, Ltd. | ||
| By: | Sequoia Capital China Growth Fund IV, L.P. | |
| its Member | ||
| By: | SC China Growth IV Management, L.P. | |
| its General Partner | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Sequoia Capital China Growth Fund V, L.P. | ||
| Sequoia Capital China Growth Partners Fund V, L.P. | ||
| Sequoia Capital China Growth V Principals Fund, L.P. | ||
| By: | SC China Growth V Management, L.P. | |
| General Partner of each | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized | ||
| Signatory | ||
| Sequoia Capital China Growth Fund IV, L.P. | ||
| By: | SC China Growth IV Management, L.P. | |
| its General Partner | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| CUSIP No. 722304102 | SCHEDULE 13G | Page 25 of 27 Pages |
| SC China Growth V Management, L.P. | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized | ||
| Signatory | ||
| SC China Growth IV Management, L.P. | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized | ||
| Signatory | ||
| SC China Holding Limited | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized | ||
| Signatory | ||
| SNP China Enterprises Limited | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized | ||
| Signatory | ||
| Neil Nanpeng Shen | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC GGFII Holdco, Ltd. | ||
| By: | Sequoia Capital Growth Fund II, L.P. | |
| Sequoia Capital Global Growth II | ||
| Principals Fund, L.P. | ||
| its Members | ||
| By: | Sequoia Capital Global Growth II | |
| Management, L.P. | ||
| its General Partner | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| CUSIP No. 722304102 | SCHEDULE 13G | Page 26 of 27 Pages |
| Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. | ||
| By: | Sequoia Capital Global Growth Fund III - Endurance Partners Management, L.P. | |
| its General Partner | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Sequoia Capital Global Growth Fund III - Endurance Partners Principals Fund, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Sequoia Capital Growth Fund II, L.P. | ||
| Sequoia Capital Global Growth II Principals Fund, L.P. | ||
| By: | Sequoia Capital Global Growth II Management, L.P. | |
| Its General Partner | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Sequoia Capital Global Growth Fund III - Endurance Partners Management, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Sequoia Capital Global Growth II Management, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| CUSIP No. 722304102 | SCHEDULE 13G | Page 27 of 27 Pages |
| SC US (TTGP), Ltd. | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Douglas Leone | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Michael Abramson | ||
| By: | /s/ Michael Abramson | |
| Michael Abramson, Managing Director | ||