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United States securities and exchange commission logo
September 13, 2023
Lei Chen
Co-Chief Executive Officer
PDD Holdings Inc.
First Floor, 25 St Stephen s Green
Dublin 2, D02 XF99
Ireland
Re: PDD Holdings Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 26,
2023
File No. 001-38591
Dear Lei Chen:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 89
1. In your letters dated
August 19, 2022, October 12, 2022 and December 8, 2022 in
response to our prior
comments on your 20-F for the fiscal year ended December 31, 2021
(comments 13, 3 and 2,
respectively), you noted the number of active buyers and annual
spending per active
buyer was disclosed to help investors understand the magnitude of the
period-to-period
changes in your results of operations, particularly revenue. You also
undertook to disclose
more clearly the relationship between providing more value-added
services to merchants
and the increase in average transaction services as a percentage of
GMV. We note your
current filing does not disclose GMV, the number of active buyers
or annual spending per
active buyer. Accordingly, please expand your disclosure
regarding the results
of your operations, and particularly revenue, consistent with your
Lei Chen
FirstName LastNameLei Chen
PDD Holdings Inc.
Comapany 13,
September NamePDD
2023 Holdings Inc.
September
Page 2 13, 2023 Page 2
FirstName LastName
prior response letters or in another fashion so as to provide further
analysis of the changes
in your results of operations between periods consistent with Item 5
of Form 20-F. To the
extent you cite multiple factors impacting the changes between
periods, please quantify
and disclose those factors. If those factors are not quantifiable,
please tell us how you
determined they are drivers of the changes between periods and your
basis for citing them.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 127
2. We note your statement that you reviewed your register of members and
the public
EDGAR filings made by your shareholders in connection with your
required submission
under paragraph (a). Please supplementally describe any additional
materials that were
reviewed and tell us whether you relied upon any legal opinions or
third party
certifications such as affidavits as the basis for your submission. In
your response, please
provide a similarly detailed discussion of the materials reviewed and
legal opinions or
third party certifications relied upon in connection with the required
disclosures under
paragraphs (b)(2) and (3).
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
for PDD Holdings Inc. or the VIE. We also note that your list of
principal subsidiaries
and consolidated variable interest entity in Exhibit 8.1 indicates
that you have subsidiaries
in the PRC, Hong Kong and countries outside China that are not
included in your VIE.
Please note that Item 16I(b) requires that you provide disclosures for
yourself and your
consolidated foreign operating entities, including variable interest
entities or similar
structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which
you have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
4. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Lei Chen
PDD Holdings Inc.
September 13, 2023
Page 3
You may contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at
(202) 551-3737
if you have any questions about comments related to your status as a
Commission-Identified
Issuer during your most recently completed fiscal year. Please contact James
Giugliano at (202)
551-3319 or Adam Phippen at (202) 551-3336 if you have questions regarding
comments on
financial statement related matters or any other questions.
FirstName LastNameLei Chen Sincerely,
Comapany NamePDD Holdings Inc.
Division of
Corporation Finance
September 13, 2023 Page 3 Office of Trade &
Services
FirstName LastName