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6-K

PDD Holdings Inc. (PDD)

6-K 2024-03-21 For: 2024-03-21
View Original
Added on April 07, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM 6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

Commission File Number: 001-38591

PDDHoldings Inc.

First Floor, 25 St Stephen’s Green,

Dublin 2, D02 XF99

Ireland

(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 ¨

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.

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

Date: March 21, 2024

Exhibit 99.1

PDD Holdings Announces Fourth Quarter 2023 andFiscal Year 2023 Unaudited Financial Results

DUBLIN and SHANGHAI, March 20, 2024 (GLOBE NEWSWIRE) – PDD Holdings Inc. (“PDD Holdings” or the “Company”) (NASDAQ: PDD), today announced its unaudited financial results for the fourth quarter ended and the fiscal year ended December 31, 2023.

Fourth Quarter 2023 Highlights

· Total revenues in the quarter were RMB88,881.0 million (US$^1^12,518.6<br>million), an increase of 123% from RMB39,820.0 million in the same quarter of 2022.
· Operating profit in the quarter was RMB22,395.0 million (US$3,154.3 million), an increase of 146%<br>from RMB9,113.7 million in the same quarter of 2022. Non-GAAP^2^operating profit in the quarter was RMB24,579.9 million (US$3,462.0 million), an increase of 112% from RMB11,600.1 million in the<br>same quarter of 2022.
--- ---
· Net income attributable to ordinary shareholders in the quarter was RMB23,280.3 million (US$3,279.0<br>million), an increase of 146% from RMB9,453.7 million in the same quarter of 2022. Non-GAAP net income attributable to ordinary shareholders<br>in the quarter was RMB25,476.5 million (US$3,588.3 million), an increase of 110% from RMB12,105.8 million in the same quarter of 2022.
--- ---

“2023 represents a pivotal chapter in our corporate history as we transition towards high-quality development,” said Mr. Lei Chen, Chairman and Co-Chief Executive Officer of PDD Holdings. “In 2024, we remain dedicated to further improving consumer experiences, enhancing technology innovations, and generating positive impacts in our communities.”

“In the fourth quarter, we saw growing demand driven by encouraging consumer sentiment,” said Mr. Jiazhen Zhao, Executive Director and Co-Chief Executive Officer of PDD Holdings. “We will continue our high-quality development strategy, stay dedicated to offer great value and exceptional service, and keep building thriving communities that can benefit all.”

“In 2023, our R&D investment exceeded RMB10 billion for the second consecutive year, underscoring our dedication to technology and agricultural advancements,” said Ms. Jun Liu, VP of Finance of PDD Holdings. “Our focus remains on creating lasting value through strategic initiatives with sustainable and positive impacts.”

^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 RMB7.0999 to US$1.00, the noon buying rate in effect on December 29, 2023 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 certain investments, and interest expenses related to the convertible bonds’ amortization to face value. See “Reconciliation of Non-GAAP Measures to The Most Directly Comparable GAAP Measures” set forth at the end of this press release.

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Fourth Quarter 2023 Unaudited Financial Results

Total revenues were RMB88,881.0 million (US$12,518.6 million), an increase of 123% from RMB39,820.0 million in the same quarter of 2022. The increase was primarily due to an increase in revenues from online marketing services and transaction services.

· Revenues from online marketing services and others were RMB48,675.6 million (US$6,855.8 million),<br>an increase of 57% from RMB31,023.4 million in the same quarter of 2022.
· Revenues from transaction services were RMB40,205.4 million (US$5,662.8 million), an increase of<br>357% from RMB8,796.6 million in the same quarter of 2022.
--- ---

Total costs of revenues were RMB35,078.3 million (US$4,940.7 million), an increase of 293% from RMB8,926.7 million in the same quarter of 2022. The increase mainly came from the increased fulfilment fees, payment processing fees, maintenance costs and call center expenses.

Total operating expenses were RMB31,407.8 million (US$4,423.7 million), an increase of 44% from RMB21,779.6 million in the same quarter of 2022. The increase was primarily due to an increase in sales and marketing expenses.

· Sales and marketing expenses were RMB26,638.5 million (US$3,752.0 million), an increase of 50%<br>from RMB17,732.4 million in the same quarter of 2022, mainly due to the increased spending in promotion and advertising activities.
· General and administrative expenses were RMB1,904.8 million (US$268.3 million), compared with RMB1,640.5<br>million in the same quarter of 2022.
--- ---
· Research and development expenses were RMB2,864.4 million (US$403.4 million), compared with RMB2,406.7<br>million in the same quarter of 2022.
--- ---
2

Operating profit in the quarter was RMB22,395.0 million (US$3,154.3 million), an increase of 146% from RMB9,113.7 million in the same quarter of 2022. Non-GAAP operating profit in the quarter was RMB24,579.9 million (US$3,462.0 million), an increase of 112% from RMB11,600.1 million in the same quarter of 2022.

Net income attributable to ordinary shareholders in the quarter was RMB23,280.3 million (US$3,279.0 million), an increase of 146% from RMB9,453.7 million in the same quarter of 2022. Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB25,476.5 million (US$3,588.3 million), an increase of 110% from RMB12,105.8 million in the same quarter of 2022.

Basic earnings per ADS was RMB17.00 (US$2.39) and diluted earnings per ADS was RMB15.83 (US$2.23), compared with basic earnings per ADS of RMB7.42 and diluted earnings per ADS of RMB6.52 in the same quarter of 2022. Non-GAAP diluted earnings per ADS was RMB17.32 (US$2.40), compared with RMB8.34 in the same quarter of 2022.

Net cash generated from operating activities was RMB36,890.7 million (US$5,195.9 million), compared with RMB26,550.3 million in the same quarter of 2022, mainly due to the increase in net income.

Cash, cash equivalents and short-term investmentswere RMB217.2 billion (US$30.6 billion) as of December 31, 2023, compared with RMB149.4 billion as of December 31, 2022.

Fiscal Year 2023 Unaudited Financial Results

Total revenues were RMB247,639.2 million (US$34,879.3 million), representing an increase of 90% from RMB130,557.6 million in 2022. The increase was primarily due to an increase in revenues from online marketing services and transaction services.

· Revenues from online marketing services and others were RMB153,540.6 million (US$21,625.7 million),<br>representing an increase of 49% from RMB102,931.1 million in 2022.
· Revenues from transaction services were RMB94,098.7 million (US$13,253.5 million), representing<br>an increase of 241% from RMB27,626.5 million in 2022.
--- ---

Total costs of revenues were RMB91,723.6 million (US$12,919.0 million), an increase of 192% from RMB31,462.3 million in 2022. The increase mainly came from the increased fulfilment fees, payment processing fees, maintenance costs and call center expenses.

Total operating expenses were RMB97,216.9 million (US$13,692.7 million), an increase of 42% from RMB68,693.4 million in 2022.

· Sales and marketing expenses were RMB82,188.9 million (US$11,576.1 million), an increase of 51%<br>from RMB54,343.7 million in 2022, mainly due to the increased spending in promotion and advertising activities.
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· General and administrative expenses were RMB4,075.6 million (US$574.0 million), compared with RMB3,964.9<br>million in 2022.
· Research and development expenses were RMB10,952.4 million (US$1,542.6 million), compared with<br>RMB10,384.7 million in 2022.
--- ---

Operating profit was RMB58,698.8 million (US$8,267.5 million), an increase of 93% from RMB30,401.9 million in 2022. Non-GAAP operating profit was RMB65,777.6 million (US$9,264.6 million), an increase of 73% from RMB38,120.3 million in 2022.

Net income attributable to ordinary shareholders was RMB60,026.5 million (US$8,454.6 million), an increase of 90% from RMB31,538.1 million in 2022. Non-GAAP net income attributableto ordinary shareholders was RMB67,899.3 million (US$9,563.4 million), an increase of 72% from RMB39,529.7 million in 2022.

Basic earnings per ADS was RMB44.33 (US$6.24) and diluted earnings per ADS was RMB41.15 (US$5.80), compared with basic earnings per ADS of RMB24.94 and diluted earnings per ADS of RMB21.93 in 2022. Non-GAAP diluted earnings per ADS was RMB46.51 (US$6.56), compared with RMB27.45 in 2022.

Net cash generated from operating activities was RMB94,162.5 million (US$13,262.5 million), compared with RMB48,507.9 million in 2022, mainly due to the increase in net income and the changes in working capitals.

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Conference Call

The Company’s management will hold an earnings conference call at 7:30 AM ET on March 20, 2024 (11:30 AM GMT and 7:30 PM HKT on the same day).

The conference call will be webcast live at https://investor.pddholdings.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, non-GAAP net income attributable to ordinary shareholders, non-GAAP diluted earnings per ordinary share and non-GAAP diluted earnings per ADS, 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 the impact of share-based compensation expenses, fair value change of certain investments, and interest expenses related to the convertible bonds’ amortization to face value.

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 certain investments, and interest expenses related to the convertible bonds’ amortization to face value, which are non-cash charges. The Company also believes that the non-GAAP financial measures may 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 Company’s 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. These 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.

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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 the Company’s strategic and operational plans, contain forward-looking statements. The Company 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 the Company’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: the Company’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 the e-commerce markets globally and in the countries or regions where the Company has operations; changes in its revenues and certain cost or expense items; the expected growth of e-commerce markets globally and in the countries or regions where the Company has operations; developments in the relevant governmental policies and regulations relating to the Company’s industry; and general economic and business conditions globally and in the countries or regions where the Company has operations; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’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 the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

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About PDD Holdings

PDD Holdings is a multinational commerce group that owns and operates a portfolio of businesses. PDD Holdings aims to bring more businesses and people into the digital economy so that local communities and small businesses can benefit from the increased productivity and new opportunities.

For investor and media inquiries, please contact:

[email protected]

[email protected]

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

As of
December 31, 2022 December 31, 2023
RMB RMB US
(Unaudited) (Unaudited)
ASSETS
Current assets
Cash and cash equivalents 34,326,192 59,794,469
Restricted cash 57,974,225 61,985,436
Receivables from online payment platforms 587,696 3,914,117
Short-term investments 115,112,554 157,415,365
Amounts due from related parties 6,318,830 7,428,070
Prepayments and other current assets 2,298,379 4,213,015
Total current assets 216,617,876 294,750,472
Non-current assets
Property, equipment and software, net 1,044,847 979,597
Intangible assets 134,002 21,148
Right-of-use assets 1,416,081 4,104,889
Deferred tax assets 1,045,030 270,738
Other non-current assets 16,862,117 47,951,276
Total non-current assets 20,502,077 53,327,648
Total Assets 237,119,953 348,078,120

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

As of
December 31, 2022 December 31, 2023
RMB RMB US
(Unaudited) (Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Amounts due to related parties 1,676,391 1,238,776
Customer advances and deferred revenues 1,389,655 2,144,610
Payable to merchants 63,316,695 74,997,252
Accrued expenses and other liabilities 20,960,723 55,351,399
Merchant deposits 15,058,229 16,878,746
Convertible bonds, current portion 13,885,751 648,570
Lease liabilities 602,036 1,641,548
Total current liabilities 116,889,480 152,900,901
Non-current liabilities
Convertible bonds 1,575,755 5,231,523
Lease liabilities 870,782 2,644,260
Deferred tax liabilities 13,025 59,829
Total non-current liabilities 2,459,562 7,935,612
Total Liabilities 119,349,042 160,836,513
Shareholders’ equity
Ordinary shares 170 177
Additional paid-in capital 99,250,468 107,293,091
Statutory reserves 5,000 105,982
Accumulated other comprehensive income 3,322,238 4,723,760
Retained earnings 15,193,035 75,118,597
Total Shareholders’ Equity 117,770,911 187,241,607
Total Liabilities and Shareholders’ Equity 237,119,953 348,078,120

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands of RMB and US$)

For the three months ended December 31, For the year ended December 31,
2022 2023 2022 2023
RMB RMB US RMB RMB US
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues 39,820,028 88,881,036 130,557,589 247,639,205
Costs of revenues (8,926,705 ) (35,078,272 ) ) (31,462,298 ) (91,723,577 ) )
Sales and marketing expenses (17,732,384 ) (26,638,524 ) ) (54,343,719 ) (82,188,870 ) )
General and administrative expenses (1,640,527 ) (1,904,842 ) ) (3,964,935 ) (4,075,622 ) )
Research and development expenses (2,406,677 ) (2,864,430 ) ) (10,384,716 ) (10,952,374 ) )
Total operating expenses (21,779,588 ) (31,407,796 ) ) (68,693,370 ) (97,216,866 ) )
Operating profit 9,113,735 22,394,968 30,401,921 58,698,762
Interest and investment income, net 1,351,698 4,359,384 3,997,100 10,238,080
Interest expenses (12,221 ) (8,155 ) ) (51,655 ) (43,987 ) )
Foreign exchange (loss)/ gain (23,819 ) (198,819 ) ) (149,710 ) 35,721
Other income, net 168,825 328,204 2,221,358 2,952,579
Profit before income tax and share of results of equity investees 10,598,218 26,875,582 36,419,014 71,881,155
Share of results of equity investees (78,908 ) (15,066 ) ) (155,285 ) (4,707 ) )
Income tax expenses (1,065,613 ) (3,580,207 ) ) (4,725,667 ) (11,849,904 ) )
Net income 9,453,697 23,280,309 31,538,062 60,026,544

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

For the three months ended December 31, For the year ended December 31,
2022 2023 2022 2023
RMB RMB US RMB RMB US
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net income 9,453,697 23,280,309 31,538,062 60,026,544
Net income attributable to ordinary shareholders 9,453,697 23,280,309 31,538,062 60,026,544
Earnings per ordinary share:
-Basic 1.85 4.25 6.24 11.08
-Diluted 1.63 3.96 5.48 10.29
Earnings per ADS (4 ordinary shares equals 1 ADS ):
-Basic 7.42 17.00 24.94 44.33
-Diluted 6.52 15.83 21.93 41.15
Weighted average number of outstanding ordinary shares (in thousands):
-Basic 5,099,138 5,478,111 5,057,540 5,416,106
-Diluted 5,809,212 5,882,980 5,761,291 5,839,630

All values are in US Dollars.

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PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

For the three months ended December 31, For the year ended December 31,
2022 2023 2022 2023
RMB RMB US RMB RMB US
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues
- Online marketing services and others 31,023,400 48,675,618 102,931,095 153,540,553
- Transaction services 8,796,628 40,205,418 27,626,494 94,098,652
Total 39,820,028 88,881,036 130,557,589 247,639,205

All values are in US Dollars.

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PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

For the three months ended December 31, For the year ended December 31,
2022 2023 2022 2023
RMB RMB US RMB RMB US
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Share-based compensation expenses included in:
Costs of revenues 11,777 46,404 33,788 132,470
Sales and marketing expenses 535,550 411,048 2,158,676 2,354,097
General and administrative expenses 1,279,760 1,230,358 3,004,327 2,289,272
Research and development expenses 659,298 497,134 2,521,574 2,302,955
Total 2,486,385 2,184,944 7,718,365 7,078,794

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of RMB and US$)

For the three months ended December 31, For the year ended December 31,
2022 2023 2022 2023
RMB RMB US RMB RMB US
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net cash generated from operating activities 26,550,262 36,890,671 48,507,860 94,162,531
Net cash used in investing activities (8,559,916 ) (16,470,671 ) ) (22,361,670 ) (55,431,278 ) )
Net cash generated from/ (used in) financing activities 9,510 (8,968,297 ) ) 10,079 (8,960,626 ) )
Effect of exchange rate changes on cash, cash equivalents and restricted cash (109,374 ) (1,025,057 ) ) 100,177 (291,139 ) )
Increase in cash, cash equivalents and restricted cash 17,890,482 10,426,646 26,256,446 29,479,488
Cash, cash equivalents and restricted cash at beginning of period/ year 74,409,935 111,353,259 66,043,971 92,300,417
Cash, cash equivalents and restricted cash at end of period/ year 92,300,417 121,779,905 92,300,417 121,779,905

All values are in US Dollars.

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PDD HOLDINGS 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 the three months ended December 31, For the year ended December 31,
2022 2023 2022 2023
RMB RMB US RMB RMB US
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Operating profit 9,113,735 22,394,968 30,401,921 58,698,762
Add: Share-based compensation expenses 2,486,385 2,184,944 7,718,365 7,078,794
Non-GAAP operating profit 11,600,120 24,579,912 38,120,286 65,777,556
Net income attributable to ordinary shareholders 9,453,697 23,280,309 31,538,062 60,026,544
Add: Share-based compensation expenses 2,486,385 2,184,944 7,718,365 7,078,794
Add: Interest expenses related to convertible bonds’ amortization to face value 12,221 8,155 51,655 43,987
Add: Loss from fair value change of certain investments 153,467 3,052 221,640 749,967
Non-GAAP net income attributable to ordinary shareholders 12,105,770 25,476,460 39,529,722 67,899,292
Non-GAAP diluted weighted-average number of ordinary shares outstanding (in thousands) 5,809,212 5,882,980 5,761,291 5,839,630
Diluted earnings per ordinary share 1.63 3.96 5.48 10.29
Add: Non-GAAP adjustments to earnings per ordinary share 0.45 0.37 1.38 1.34
Non-GAAP diluted earnings per ordinary share 2.08 4.33 6.86 11.63
Non-GAAP diluted earnings per ADS 8.34 17.32 27.45 46.51

All values are in US Dollars.

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