PDD 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2022

Commission File Number: 001-38591

Pinduoduo Inc.

28/F, No. 533 Loushanguan Road, Changning District

Shanghai, 200051

People's Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F     x           Form 40-F     ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     ¨

Exhibit Index

Exhibit 99.1	—Press Release (Earnings Release)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PINDUODUO INC.
By	:	/s/ Lei Chen
Name	:	Lei Chen
Title	:	Chairman of the Board of Directors and Chief Executive<br> Officer

Date: August 30, 2022

Exhibit 99.1

Pinduoduo Announces Second Quarter 2022 UnauditedFinancial Results

---

SHANGHAI, CHINA, August 29, 2022 (GLOBE NEWSWIRE) – Pinduoduo Inc. (“Pinduoduo” or the “Company”) (NASDAQ: PDD), China’s largest agriculture platform, today announced its unaudited financial results for the second quarter ended June 30, 2022.

Second Quarter 2022 Highlights

---

l	Total revenues in the quarter were RMB31,439.6 million (US$^1^4,693.8 million), an increase<br>of 36% from RMB23,046.2 million in the same quarter of 2021.
l	Operating profit in the quarter was RMB8,697.2 million (US$1,298.5 million), an increase of 335%<br>from RMB1,997.5 million in the same quarter of 2021. Non-GAAP^2^ operating profit in the quarter was RMB10,541.5 million<br>(US$1,573.8 million), an increase of 231% from RMB3,185.2 million in the same quarter of 2021.
---	---
l	Net income attributable to ordinary shareholders in the quarter was RMB8,896.3 million (US$1,328.2<br>million), an increase of 268% from RMB2,414.6 million in the same quarter of 2021. Non-GAAP net income attributable to ordinary shareholdersin the quarter was RMB10,776.3 million (US$1,608.9 million), an increase of 161% from RMB4,125.3 million in the same quarter of 2021.
---	---

“We saw a recovery in consumer sentiment in the second quarter especially during the 618 shopping festival, a reflection of the resilience of overall consumption,” said Mr. Lei Chen, Chairman and Chief Executive Officer of Pinduoduo. “We remain committed to building a platform that serves as a force for good.”

“The postponement of certain projects and lower business-related expenses during the first half of the quarter affected overall expenses in short term,” said Ms. Jun Liu, VP of Finance of Pinduoduo. “Looking ahead, we stay dedicated to investing in areas such as agriculture and R&D to better serve our consumers.”

^1^ This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB6.6981 to US$1.00, the noon buying rate in effect on June 30, 2022 as set forth in the H.10 Statistical Release of the Federal Reserve Board.

^2^ The Company’s non-GAAP financial measures exclude share-based compensation expenses, fair value change of long-term investments, and interest expenses related to the convertible bonds’ amortization to face value and gain or loss on extinguishment. See “Reconciliation of Non-GAAP Measures to The Most Directly Comparable GAAP Measures” set forth at the end of this press release.

1

---

Second Quarter 2022 Unaudited Financial Results

---

Total revenues were RMB31,439.6 million (US$4,693.8 million), an increase of 36% from RMB23,046.2 million in the same quarter of 2021. The increase was primarily due to an increase in revenues from online marketing services and transaction services, offset by the decrease of revenues from merchandise sales.

l	Revenues from online marketing services and others were RMB25,172.7 million (US$3,758.2 million),<br>an increase of 39% from RMB18,080.4 million in the same quarter of 2021.
l	Revenues from transaction services were RMB6,216.2 million (US$928.1 million), an increase of 107%<br>from RMB3,007.6 million in the same quarter of 2021.
---	---
l	Revenues from merchandise sales were RMB50.7 million (US$7.6 million), a decrease of 97% from RMB1,958.2<br>million in the same quarter of 2021.
---	---

Total costs of revenues were RMB7,961.9 million (US$1,188.7 million), a slight increase of 1% from RMB7,897.9 million in the same quarter of 2021.

2

Total operating expenses were RMB14,780.5 million (US$2,206.7 million), compared with RMB13,150.9 million in the same quarter of 2021.

l	Sales and marketing expenses were RMB11,343.4 million (US$1,693.5 million), an increase of 9% from<br>RMB10,387.9 million in the same quarter of 2021, mainly due to increased spending in promotion and advertising activities.
l	General and administrative expenses were RMB825.7 million (US$123.3 million), an increase of 90%<br>from RMB434.2 million in the same quarter of 2021, primarily due to an increase in staff related costs.
---	---
l	Research and development expenses were RMB2,611.4 million (US$389.9 million), an increase of 12%<br>from RMB2,328.8 million in the same quarter of 2021. The increase was primarily due to an increase in headcount and the recruitment of<br>more experienced R&D personnel.
---	---

Operating profit in the quarter was RMB8,697.2 million (US$1,298.5 million), an increase of 335% from RMB1,997.5 million in the same quarter of 2021. Non-GAAP operating profit in the quarter was RMB10,541.5 million (US$1,573.8 million), an increase of 231% from RMB3,185.2 million in the same quarter of 2021.

Net income attributable to ordinary shareholders in the quarter was RMB8,896.3 million (US$1,328.2 million), an increase of 268% from RMB2,414.6 million in the same quarter of 2021. Non-GAAPnet income attributable to ordinary shareholders in the quarter was RMB10,776.3 million (US$1,608.9 million), an increase of 161% from RMB4,125.3 million in the same quarter of 2021.

Basic earnings per ADS was RMB7.06 (US$1.05) and diluted earnings per ADS was RMB6.22 (US$0.93), compared with basic earnings per ADS of RMB1.93 and diluted earnings per ADS of RMB1.69 in the same quarter of 2021. Non-GAAP diluted earnings per ADS was RMB7.54 (US$1.13), compared with RMB2.85 in the same quarter of 2021.

Net cash flow generated from operating activities was RMB19,373.9 million (US$2,892.4 million), compared with RMB7,371.2 million in the same quarter of 2021, mainly due to the increase in net income and the changes in working capitals.

Cash, cash equivalents and short-term investmentswere RMB119.4 billion (US$17.8 billion) as of June 30, 2022, compared with RMB92.9 billion as of December 31, 2021.

3

---

Conference Call

---

The Company will host a conference call to discuss the earnings at 7:30 AM U.S. Eastern Time on Monday, August 29, 2022 (7:30 PM Beijing/Hong Kong Time on Monday, August 29, 2022).

The conference call will be webcast live at https://investor.pinduoduo.com/investor-events. The webcast will be available for replay at the same website following the conclusion of the call.

Use of Non-GAAP Financial Measures

---

In evaluating the business, the Company considers and uses non-GAAP measures, such as non-GAAP operating profit and non-GAAP net income attributable to ordinary shareholders, as supplemental measures to review and assess operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s non-GAAP financial measures exclude share-based compensation expenses, fair value change of long-term investments, and interest expenses related to the convertible bonds’ amortization to face value and gain or loss on extinguishment.

The Company presents these non-GAAP financial measures because they are used by management to evaluate operating performance and formulate business plans. The Company believes that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact of share-based compensation expenses, fair value change of long-term investments, and interest expenses related to the convertible bonds’ amortization to face value and gain or loss on extinguishment, which are non-cash charges. The Company also believes that the non-GAAP financial measures could provide further information about the Company’s results of operations, and enhance the overall understanding of the Company’s past performance and future prospects.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. The Company’s non-GAAP financial measures do not reflect all items of income and expenses that affect the Company’s operations and do not represent the residual cash flow available for discretionary expenditures. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. The Company encourages you to review the Company’s financial information in its entirety and not rely on a single financial measure.

For more information on the non-GAAP financial measures, please see the table captioned “Reconciliation of Non-GAAP Measures to The Most Directly Comparable GAAP Measures” set forth at the end of this press release.

4

Safe Harbor Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the business outlook and quotations from management in this announcement, as well as Pinduoduo’s strategic and operational plans, contain forward-looking statements. Pinduoduo may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Pinduoduo’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Pinduoduo’s growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmental policies and regulations relating to Pinduoduo’s industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Pinduoduo’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Pinduoduo undertakes no obligation to update any forward-looking statement, except as required under applicable law.

5

About Pinduoduo Inc.

Pinduoduo connects millions of agricultural producers with consumers across China. Pinduoduo aims to bring more businesses and people into the digital economy so that local communities can benefit from the increased productivity and convenience through new market opportunities.

For more information on Pinduoduo news and industry trends, please visit the content hub at https://stories.pinduoduo-global.com/.

---

For investor and media inquiries, please contact:

---

Pinduoduo Inc.

[email protected]

[email protected]

---

6

PINDUODUO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As of
	December<br> <br>31, 2021		June 30, 2022
	RMB		RMB		US
			(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		6,426,715		13,057,463
Restricted cash		59,617,256		49,806,558
Receivables from online payment platforms		673,737		617,724
Short-term investments		86,516,618		106,322,578
Amounts due from related parties		4,250,155		4,110,162
Prepayments and other current assets		3,424,687		1,531,816
Total current assets		160,909,168		175,446,301
Non-current assets
Property, equipment and software, net		2,203,323		1,450,866
Intangible assets		701,220		435,841
Right-of-use assets		938,537		882,300
Deferred tax assets		31,504		24,148
Other non-current assets		16,425,966		13,759,949
Total non-current assets		20,300,550		16,553,104
Total Assets		181,209,718		191,999,405

All values are in US Dollars.

7

PINDUODUO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As of
	December<br> <br>31, 2021			June 30, 2022
	RMB			RMB			US
				(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Amounts due to related parties		1,963,007			2,494,855
Customer advances and deferred revenues		1,166,764			1,242,716
Payable to merchants		62,509,714			52,897,387
Accrued expenses and other liabilities		14,085,513			13,828,902
Merchant deposits		13,577,552			14,772,915
Lease liabilities		427,164			477,639
Total current liabilities		93,729,714			85,714,414
Non-current liabilities
Convertible bonds^3^		11,788,907			14,874,632
Lease liabilities		544,263			462,401
Deferred tax liabilities		31,291			38,669
Other non-current liabilities		996			80
Total non-current liabilities		12,365,457			15,375,782
Total Liabilities		106,095,171			101,090,196
Shareholders’ equity
Ordinary shares		161			162
Additional paid-in capital^3^		95,340,819			94,889,255
Accumulated other comprehensive (loss)/ income^3^		(2,519,900	)		864,028
Accumulated deficits^3^		(17,706,533	)		(4,844,236	)		)
Total Shareholders’ Equity		75,114,547			90,909,209
Total Liabilities and Shareholders’ Equity		181,209,718			191,999,405

All values are in US Dollars.

^3^ The Group adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) on January 1, 2022, using the modified retrospective method with a cumulative-effect adjustment to the opening balance of convertible bonds, additional paid-in capital, accumulated other comprehensive income/ (loss) and accumulated deficits.

8

PINDUODUO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME/ (LOSS)

(Amounts in thousands of RMB and US$)

	For<br> the three months ended June 30,								For<br> the six months ended June 30,
	2021			2022					2021			2022
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Revenues		23,046,220			31,439,568					45,213,319			55,233,257
Costs of revenues		(7,897,886	)		(7,961,866	)		)		(18,643,936	)		(15,121,461	)		)
Gross profit		15,148,334			23,477,702					26,569,383			40,111,796
Sales and marketing expenses		(10,387,873	)		(11,343,447	)		)		(23,385,280	)		(22,562,515	)		)
General and administrative expenses		(434,151	)		(825,722	)		)		(786,006	)		(1,417,835	)		)
Research and development expenses		(2,328,831	)		(2,611,366	)		)		(4,547,574	)		(5,279,873	)		)
Total operating expenses		(13,150,855	)		(14,780,535	)		)		(28,718,860	)		(29,260,223	)		)
Operating profit/ (loss)		1,997,479			8,697,167					(2,149,477	)		10,851,573
Interest and investment income, net		544,629			756,991					1,515,106			1,553,252
Interest expenses		(293,999	)		(13,148	)		)		(629,455	)		(25,788	)		)
Foreign exchange gain/ (loss)		44,452			(199,349	)		)		34,078			(179,265	)		)
Other income, net		123,391			1,266,235					593,775			1,506,005
Profit/ (loss) before income tax and share of results of equity investees	****	2,415,952	****	****	10,507,896	****		****	****	(635,973	)	****	13,705,777	****		****
Share of results of equity investees		(1,372	)		(53,493	)		)		145,137			(87,109	)		)
Income tax expenses		-			(1,558,063	)		)		-			(2,122,877	)		)
Net income/<br> (loss)		2,414,580			8,896,340					(490,836	)		11,495,791

All values are in US Dollars.

9

PINDUODUO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME/ (LOSS)

(Amounts in thousands of RMB and US$, except for per share data)

	For the three months ended June 30,					For the six months ended June 30,
	2021		2022			2021			2022
	RMB		RMB		US	RMB			RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)			(Unaudited)		(Unaudited)
Net income/ (loss)		2,414,580		8,896,340			(490,836	)		11,495,791
Net income/ (loss) attributable to ordinary shareholders		2,414,580		8,896,340			(490,836	)		11,495,791
Earnings/ (loss) per ordinary share:
-Basic		0.48		1.76			(0.10	)		2.28
-Diluted		0.42		1.56			(0.10	)		2.02
Earnings/ (loss) per ADS (4 ordinary shares equals 1 ADS):
-Basic		1.93		7.06			(0.39	)		9.12
-Diluted		1.69		6.22			(0.39	)		8.07
Weighted average number of outstanding ordinary shares (in thousands):
-Basic		5,013,747		5,042,417			4,998,722			5,039,591
-Diluted		5,719,402		5,716,947			4,998,722			5,708,590

All values are in US Dollars.

10

PINDUODUO INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For<br> the three months ended June 30,					For<br> the six months ended June 30,
	2021		2022			2021		2022
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Revenues
- Online marketing<br> services and others		18,080,419		25,172,651			32,191,905		43,331,076
- Transaction services		3,007,638		6,216,207			5,939,113		11,807,614
- Merchandise sales		1,958,163		50,710			7,082,301		94,567
Total		23,046,220		31,439,568			45,213,319		55,233,257

All values are in US Dollars.

11

PINDUODUO INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For<br> the three months ended June 30,					For<br> the six months ended June 30,
	2021		2022			2021		2022
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Share-based compensation costs included<br> in:
Costs of revenues		7,442		6,989			11,806		16,170
Sales and marketing expenses		383,540		513,559			683,023		1,014,664
General and administrative expenses		220,365		661,019			411,535		1,044,315
Research and development expenses		576,416		662,781			1,054,208		1,291,949
Total		1,187,763		1,844,348			2,160,572		3,367,098

All values are in US Dollars.

12

PINDUODUO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of RMB and US$)

	For<br> the three months ended June 30,								For<br> the six months ended June 30,
	2021			2022					2021			2022
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Net cash generated from operating activities		7,371,215			19,373,871					3,646,668			10,305,775
Net cash used in investing activities		(3,484,056	)		(8,593,271	)		)		(9,105,103	)		(13,445,360	)		)
Net cash<br> (used in)/ generated from financing activities		(636,619	)		268					(1,875,493	)		311
Effect of exchange rate changes on cash, cash equivalents<br> and restricted cash		(192,413	)		(50,839	)		)		(140,863	)		(40,676	)		)
Increase/ (decrease) in cash, cash equivalents and restricted<br> cash		3,058,127			10,730,029					(7,474,791	)		(3,179,950	)		)
Cash, cash equivalents and restricted cash at beginning of period	****	64,310,718	****	****	52,133,992	****		****	****	74,843,636	****	****	66,043,971	****		****
Cash, cash equivalents and restricted cash at end of period	****	67,368,845	****	****	62,864,021	****		****	****	67,368,845	****	****	62,864,021	****		****

All values are in US Dollars.

13

PINDUODUO INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST DIRECTLY COMPARABLE GAAP MEASURES

(Amounts in thousands of RMB and US$, except for per share data)

	For<br> the three months ended June 30,					For<br> the six months ended June 30,
	2021		2022			2021			2022
	RMB		RMB		US	RMB			RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)			(Unaudited)		(Unaudited)
Operating profit/ (loss)		1,997,479		8,697,167			(2,149,477	)		10,851,573
Add: Share-based compensation		1,187,763		1,844,348			2,160,572			3,367,098
Non-GAAP operating profit		3,185,242		10,541,515			11,095			14,218,671
Net income/ (loss) attributable to ordinary shareholders		2,414,580		8,896,340			(490,836	)		11,495,791
Add: Share-based compensation		1,187,763		1,844,348			2,160,572			3,367,098
Add: Interest expense related to convertible bonds’<br> amortization to face value and gain or loss on extinguishment, net		298,863		13,148			617,474			25,788
Add: Loss/ (gain) from fair value change of long-term investments		224,100		22,459			(52,236	)		88,059
Non-GAAP net income attributable to ordinary shareholders		4,125,306		10,776,295			2,234,974			14,976,736
Non-GAAP diluted weighted-average number of ordinary shares<br> outstanding (in thousands)		5,784,208		5,716,947			5,795,517			5,708,590
Diluted earnings/ (loss) per ordinary share		0.42		1.56			(0.10	)		2.02
Add: Non-GAAP adjustments to earnings/ (loss) per ordinary<br> share		0.29		0.32			0.49			0.60
Non-GAAP diluted earnings per ordinary share		0.71		1.88			0.39			2.62
Non-GAAP diluted earnings per ADS		2.85		7.54			1.54			10.49

All values are in US Dollars.

14