Pinduoduo Inc.
|
(Name of Issuer)
|
Class A Ordinary Shares, par value $0.000005 per share
|
(Title of Class of Securities)
|
722304102
|
(CUSIP Number)
|
Tencent Holdings Limited
29/F., Three Pacific Place,
No. 1 Queen’s Road East, Wanchai, Hong Kong
Telephone: +852 3148 5100
with a copy to:
Tong Yu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Fukoku Seimei Building, 2nd Floor
2-2-2, Uchisaiwaicho, Chiyoda-ku
Tokyo, Japan Telephone: +813-3597-8101
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
February 12, 2019
|
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 722304102
|
SCHEDULE 13D |
Page 2 of 7
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tencent Holdings Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC, OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
786,466,688 Shares1
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
786,466,688 Shares
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,466,688 Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9% of Class A Ordinary Shares2
|
|
14
|
TYPE OF REPORTING PERSON
CO
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CUSIP No. 722304102
|
SCHEDULE 13D |
Page 3 of 7
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tencent Mobility Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
746,604,168 Shares3
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
746,604,168 Shares
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
746,604,168 Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4% of Class A Ordinary Shares4
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 722304102
|
SCHEDULE 13D |
Page 4 of 7
|
(i) |
Tencent Holdings Limited, a Cayman Islands company (“Tencent Holdings”); and
|
(ii) |
Tencent Mobility Limited, a company limited by shares incorporated in Hong Kong and a direct wholly-owned subsidiary of Tencent Holdings (“Tencent Mobility”) (the entities listed in items (i) and (ii) are collectively referred to herein as the “Reporting Persons”).
|
CUSIP No. 722304102
|
SCHEDULE 13D |
Page 5 of 7
|
Directors
|
|
Name
|
Citizenship
|
Ma Huateng
|
People’s Republic of China
|
Lau Chi Ping Martin
|
People’s Republic of China (Hong Kong SAR)
|
Jacobus Petrus (Koos) Bekker
|
Republic of South Africa
|
Charles St Leger Searle
|
Republic of South Africa
|
Li Dong Sheng
|
People’s Republic of China
|
Iain Ferguson Bruce
|
People’s Republic of China (Hong Kong SAR)
|
Ian Charles Stone
|
People’s Republic of China (Hong Kong SAR)
|
Yang Siu Shun
|
People’s Republic of China (Hong Kong SAR)
|
Executive Officers
|
|
Name
|
Citizenship
|
Ma Huateng
|
People’s Republic of China
|
Lau Chi Ping Martin
|
People’s Republic of China (Hong Kong SAR)
|
Xu Chenye
|
People’s Republic of China
|
Ren Yuxin
|
People’s Republic of China
|
David A M Wallerstein
|
United States of America
|
James Gordon Mitchell
|
United Kingdom of Great Britain and Northern Ireland
|
John Shek Hon Lo
|
People’s Republic of China (Hong Kong SAR)
|
(c) |
Tencent Holdings is a holding company. Tencent Holdings and its subsidiaries are principally engaged in provision of value-added services and online advertising services to users in the People’s Republic of China. Tencent Holdings has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Tencent Mobility is a direct wholly-owned subsidiary of Tencent and is principally engaged in the activities of development and operation of entertainment applications, provision of promotion activities for WeChat and investment holding.
|
The following is the present principal employment of the directors and executive officers of Tencent Holdings and the directors of Tencent Mobility named in this Item 2.
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CUSIP No. 722304102
|
SCHEDULE 13D |
Page 6 of 7
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Directors
|
|
Name
|
Title
|
Ma Huateng
|
Chairman of the Board and Executive Director of Tencent Holdings
|
Lau Chi Ping Martin
|
Executive Director of Tencent Holdings
|
Jacobus Petrus (Koos) Bekker
|
Non-Executive Director of Tencent Holdings
|
Charles St Leger Searle
|
Non-Executive Director of Tencent Holdings
|
Li Dong Sheng
|
Independent Non-Executive Director of Tencent Holdings
|
Iain Ferguson Bruce
|
Independent Non-Executive Director of Tencent Holdings
|
Ian Charles Stone
|
Independent Non-Executive Director of Tencent Holdings
|
Yang Siu Shun
|
Independent Non-Executive Director of Tencent Holdings
|
Executive Officers
|
|
Name
|
Title
|
Ma Huateng
|
Chief Executive Officer of Tencent Holdings
|
Lau Chi Ping Martin
|
President of Tencent Holdings
|
Xu Chenye
|
Chief Information Officer of Tencent Holdings
|
Ren Yuxin
|
Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group of Tencent Holdings
|
David A M Wallerstein
|
Chief eXploration Officer and Senior Executive Vice President of Tencent Holdings
|
James Gordon Mitchell
|
Chief Strategy Officer and Senior Executive Vice President of Tencent Holdings
|
John Shek Hon Lo
|
Chief Financial Officer and Senior Vice President of Tencent Holdings
|
CUSIP No. 722304102
|
SCHEDULE 13D |
Page 7 of 7
|
TENCENT HOLDINGS LIMITED | |||
|
By:
|
/s/ Ma Huateng | |
Name: | Ma Huateng | ||
Title: | Authorized Representative | ||
TENCENT MOBILITY LIMITED | |||
|
By:
|
/s/ Ma Huateng | |
Name: | Ma Huateng | ||
Title: | Authorized Representative | ||