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1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number:001-38591 PDD Holdings Inc.First Floor,25 St Stephens Green,D
2、ublin 2,D02 XF99Ireland(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 Form 40-F Exhibit Index Exhibit 99.1Press Release(Earnings Release)SIGNATURES Pursuant to the requirements of
3、 the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned,thereunto duly authorized.PDD HOLDINGS INC.By:/s/Lei Chen Name:Lei Chen Title:Chairman of the Board of Directors and Co-Chief ExecutiveOfficer Date:November 28,2023 Exhibit 99
4、.1 PDD Holdings Announces Third Quarter 2023 Unaudited Financial Results DUBLIN and SHANGHAI,November 28,2023(GLOBE NEWSWIRE)PDD Holdings Inc.(“PDD Holdings”or the“Company”)(NASDAQ:PDD),today announced its unaudited financial results for the third quarter ended September 30,2023.Third Quarter 2023 H
5、ighlights Total revenues in the quarter were RMB68,840.4 million(US$19,435.4 million),an increase of 94%from RMB35,504.3 million in the same quarterof 2022.Operating profit in the quarter was RMB16,656.0 million(US$2,282.9 million),an increase of 60%from RMB10,436.6 million in the same quarterof 202
6、2.Non-GAAP2 operating profit in the quarter was RMB18,125.8 million(US$2,484.4 million),an increase of 47%from RMB12,301.5million in the same quarter of 2022.Net income attributable to ordinary shareholders in the quarter was RMB15,537.1 million(US$2,129.5 million),an increase of 47%fromRMB10,588.6
7、million in the same quarter of 2022.Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB17,027.1million(US$2,333.8 million),an increase of 37%from RMB12,447.2 million in the same quarter of 2022.“We are dedicated to generating value through innovations,which forms the fou
8、ndation of our high-quality development,”said Mr.Lei Chen,Chairmanand Co-Chief Executive Officer of PDD Holdings.“We continued to invest decisively in areas such as agritech,supply chain technology,and core R&Dcapabilities.Through these efforts,we aim to create our unique value.”“Last month,we celeb
9、rated our eighth anniversary.We sincerely thank all stakeholders for the support we received,”said Mr.Jiazhen Zhao,ExecutiveDirector and Co-Chief Executive Officer of PDD Holdings.“Throughout the past third quarter,consumption vitality kept improving.We continued toprovide consumers with more saving
10、s and better service through increased investments.”“Under our high-quality development strategy,we increased our investment in technology and further deepened user mindshare in the third quarter.Ourfinancial performance reflects the early results we have achieved,”said Ms.Jun Liu,VP of Finance at P
11、DD Holdings.“Going forward,we will continue toinvest decisively to support our high-quality development.”1 This announcement contains translations of certain Renminbi(“RMB”)amounts into U.S.dollars(“US$”)at a specified rate solely for the convenience ofthe reader.Unless otherwise noted,the translati
12、on of RMB into US$has been made at RMB7.2960 to US$1.00,the noon buying rate in effect onSeptember 29,2023 as set forth in the H.10 Statistical Release of the Federal Reserve Board.2 The Companys non-GAAP financial measures exclude share-based compensation expenses,fair value change of certain inves
13、tments,and interestexpenses related to the convertible bonds amortization to face value.See“Reconciliation of Non-GAAP Measures to The Most Directly ComparableGAAP Measures”set forth at the end of this press release.1 Third Quarter 2023 Unaudited Financial Results Total revenues were RMB68,840.4 mil
14、lion(US$9,435.4 million),an increase of 94%from RMB35,504.3 million in the same quarter of 2022.Theincrease was primarily due to an increase in revenues from online marketing services and transaction services.Revenues from online marketing services and others were RMB39,687.7 million(US$5,439.7 mill
15、ion),an increase of 39%from RMB28,482.0million in the same quarter of 2022.Revenues from transaction services were RMB29,152.7 million(US$3,995.7 million),an increase of 315%from RMB7,022.3 million in the samequarter of 2022.Total costs of revenues were RMB26,830.2 million(US$3,677.4 million),an inc
16、rease of 262%from RMB7,414.1 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 RMB25,354.1 million(US$3,475.1 million),an increase of 44%from RMB17,653.6 mil
17、lion in the same quarter of 2022.The increase was primarily due to an increase in sales and marketing expenses.Sales and marketing expenses were RMB21,748.5 million(US$2,980.9 million),an increase of 55%from RMB14,048.8 million in the same quarterof 2022,mainly due to the increased spending in promo
18、tion and advertising activities.General and administrative expenses were RMB758.3 million(US$103.9 million),compared with RMB906.6 million in the same quarter of 2022.Research and development expenses were RMB2,847.3 million(US$390.3 million),compared with RMB2,698.2 million in the same quarter of20
19、22.2 Operating profit in the quarter was RMB16,656.0 million(US$2,282.9 million),an increase of 60%from RMB10,436.6 million in the same quarter of2022.Non-GAAP operating profit in the quarter was RMB18,125.8 million(US$2,484.4 million),an increase of 47%from RMB12,301.5 million in thesame quarter of
20、 2022.Net income attributable to ordinary shareholders in the quarter was RMB15,537.1 million(US$2,129.5 million),an increase of 47%fromRMB10,588.6 million in the same quarter of 2022.Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB17,027.1million(US$2,333.8 million),
21、an increase of 37%from RMB12,447.2 million in the same quarter of 2022.Basic earnings per ADS was RMB11.38(US$1.56)and the diluted earnings per ADS was RMB10.60(US$1.45),compared with basic earnings perADS of RMB8.38 and diluted earnings per ADS of RMB7.34 in the same quarter of 2022.Non-GAAP dilute
22、d earnings per ADS was RMB11.61(US$1.55),compared with RMB8.62 in the same quarter of 2022.Net cash generated from operating activities was RMB32,537.9 million(US$4,459.7 million),compared with RMB11,651.8 million in the same quarterof 2022,mainly due to the increase in net income and the changes in
23、 working capitals.Cash,cash equivalents and short-term investments were RMB202.8 billion(US$27.8 billion)as of September 30,2023,compared with RMB149.4billion as of December 31,2022.3 Conference Call The Companys management will hold an earnings conference call at 7:30 AM ET on November 28,2023(12:3
24、0 PM GMT and 8:30 PM HKT on the sameday).The conference call will be webcast live at https:/ webcast will be available for replay at the same websitefollowing the conclusion of the call.Use of Non-GAAP Financial Measures In evaluating the business,the Company considers and uses non-GAAP measures,suc
25、h as non-GAAP operating profit,non-GAAP net income attributableto ordinary shareholders,non-GAAP diluted earnings per ordinary share and non-GAAP diluted earnings per ADS,as supplemental measures to reviewand assess operating performance.The presentation of these non-GAAP financial measures is not i
26、ntended to be considered in isolation or as a substitutefor the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America(“U.S.GAAP”).The Companys non-GAAP financial measures exclude the impact of share-based compensation
27、 expenses,fair value change of certaininvestments,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 formulatebusiness plans.The Company bel
28、ieves that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact ofshare-based compensation expenses,fair value change of certain investments,and interest expenses related to the convertible bonds amortization to facevalue,which are non-cash charges.
29、The Company also believes that the non-GAAP financial measures may provide further information about theCompanys results of operations,and enhance the overall understanding of the Companys past performance and future prospects.The Companys non-GAAP financial measures are not defined under U.S.GAAP a
30、nd are not presented in accordance with U.S.GAAP.The non-GAAPfinancial measures have limitations as analytical tools.These non-GAAP financial measures do not reflect all items of income and expenses that affect theCompanys operations and do not represent the residual cash flow available for discreti
31、onary expenditures.Further,these non-GAAP measures may differfrom the non-GAAP information used by other companies,including peer companies,and therefore their comparability may be limited.The Companycompensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S.
32、GAAP performance measure,all of which should beconsidered when evaluating performance.The Company encourages you to review the Companys financial information in its entirety and not rely on asingle financial measure.For more information on the non-GAAP financial measures,please see the table caption
33、ed“Reconciliation of Non-GAAP Measures to The Most DirectlyComparable 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 SecuritiesLitiga
34、tion 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 businessoutlook and quotation
35、s from management in this announcement,as well as the Companys strategic and operational plans,contain forward-lookingstatements.The Company may also make written or oral forward-looking statements in its periodic reports to the U.S.Securities and ExchangeCommission(the“SEC”),in its annual report to
36、 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 Companys beliefs andexpectations,are forward-looking statements.F
37、orward-looking statements involve inherent risks and uncertainties.A number of factors could cause actualresults to differ materially from those contained in any forward-looking statement,including but not limited to the following:the Companys growthstrategies;its future business development,results
38、 of operations and financial condition;its ability to understand buyer needs and provide products andservices 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 p
39、rovide delivery services to buyers;its ability to maintain and improve quality control policies and measures;its abilityto establish and maintain relationships with merchants;trends and competition in the e-commerce markets globally and in the countries or regions wherethe Company has operations;cha
40、nges in its revenues and certain cost or expense items;the expected growth of e-commerce markets globally and in thecountries or regions where the Company has operations;developments in the relevant governmental policies and regulations relating to the Companysindustry;and general economic and busin
41、ess conditions globally and in the countries or regions where the Company has operations;and assumptionsunderlying or related to any of the foregoing.Further information regarding these and other risks is included in the Companys filings with the SEC.Allinformation provided in this press release and
42、 in the attachments is as of the date of this press release,and the Company undertakes no obligation to updateany forward-looking statement,except as required under applicable law.5 About PDD Holdings PDD Holdings is a multinational commerce group that owns and operates a portfolio of businesses.PDD
43、 Holdings aims to bring more businesses andpeople 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: 6 PDD HOLDINGS INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Amount
44、s in thousands of Renminbi(“RMB”)and U.S.dollars(“US$”)As of December31,2022 September 30,2023 RMB RMB US$(Unaudited)ASSETS Current assets Cash and cash equivalents 34,326,192 54,939,761 7,530,121 Restricted cash 57,974,225 56,413,498 7,732,113 Receivables from online payment platforms 587,696 2,547
45、,134 349,114 Short-term investments 115,112,554 147,906,904 20,272,328 Amounts due from related parties 6,318,830 6,138,625 841,369 Prepayments and other current assets 2,298,379 3,629,894 497,518 Total current assets 216,617,876 271,575,816 37,222,563 Non-current assets Property,equipment and softw
46、are,net 1,044,847 1,065,180 145,995 Intangible assets 134,002 21,900 3,002 Right-of-use assets 1,416,081 3,662,756 502,022 Deferred tax assets 1,045,030 1,631,825 223,660 Other non-current assets 16,862,117 36,293,655 4,974,459 Total non-current assets 20,502,077 42,675,316 5,849,138 Total Assets 23
47、7,119,953 314,251,132 43,071,701 7 PDD HOLDINGS INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Amounts in thousands of Renminbi(“RMB”)and U.S.dollars(“US$”)As of December31,2022 September 30,2023 RMB RMB US$(Unaudited)LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities Amounts due to related parties
48、1,676,391 2,028,787 278,068 Customer advances and deferred revenues 1,389,655 2,043,857 280,134 Payable to merchants 63,316,695 68,099,716 9,333,843 Accrued expenses and other liabilities 20,960,723 43,936,446 6,021,992 Merchant deposits 15,058,229 16,282,948 2,231,764 Convertible bonds,current port
49、ion 13,885,751 14,351,445 1,967,029 Lease liabilities 602,036 1,381,067 189,291 Total current liabilities 116,889,480 148,124,266 20,302,121 Non-current liabilities Convertible bonds 1,575,755 1,623,726 222,550 Lease liabilities 870,782 2,397,222 328,567 Deferred tax liabilities 13,025 55,903 7,662
50、Total non-current liabilities 2,459,562 4,076,851 558,779 Total Liabilities 119,349,042 152,201,117 20,860,900 Shareholders equity Ordinary shares 170 177 24 Additional paid-in capital 99,250,468 104,152,729 14,275,319 Statutory reserves 5,000 5,000 685 Accumulated other comprehensive income 3,322,2
51、38 5,952,839 815,904 Retained earnings 15,193,035 51,939,270 7,118,869 Total Shareholders Equity 117,770,911 162,050,015 22,210,801 Total Liabilities and Shareholders Equity 237,119,953 314,251,132 43,071,701 8 PDD HOLDINGS INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Amounts in thousands of RMB
52、and US$)For the three months ended September 30,For the nine months ended September 30,2022 2023 2022 2023 RMB RMB US$RMB RMB US$(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)Revenues 35,504,304 68,840,371 9,435,358 90,737,561 158,758,169 21,759,617 Costs of revenues (7,414,132)(
53、26,830,233)(3,677,390)(22,535,593)(56,645,305)(7,763,885)Sales and marketing expenses (14,048,820)(21,748,449)(2,980,873)(36,611,335)(55,550,346)(7,613,808)General and administrative expenses (906,573)(758,345)(103,940)(2,324,408)(2,170,780)(297,530)Research and development expenses (2,698,166)(2,84
54、7,323)(390,258)(7,978,039)(8,087,944)(1,108,545)Total operating expenses (17,653,559)(25,354,117)(3,475,071)(46,913,782)(65,809,070)(9,019,883)Operating profit 10,436,613 16,656,021 2,282,897 21,288,186 36,303,794 4,975,849 Interest and investment income,net 1,092,150 2,127,356 291,578 2,645,402 5,8
55、78,696 805,742 Interest expenses (13,646)(12,208)(1,673)(39,434)(35,832)(4,911)Foreign exchange gain/(loss)53,374 94,860 13,002 (125,891)234,540 32,146 Other income,net 546,528 290,384 39,800 2,052,533 2,624,375 359,701 Profit before income tax and share of results ofequity investees 12,115,019 19,1
56、56,413 2,625,604 25,820,796 45,005,573 6,168,527 Share of results of equity investees 10,732 (105,811)(14,503)(76,377)10,359 1,420 Income tax expenses (1,537,177)(3,513,480)(481,563)(3,660,054)(8,269,697)(1,133,456)Net income 10,588,574 15,537,122 2,129,538 22,084,365 36,746,235 5,036,491 9 PDD HOLD
57、INGS INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Amounts in thousands of RMB and US$,except for per share data)For the three months ended September 30,For the nine months ended September 30,2022 2023 2022 2023 RMB RMB US$RMB RMB US$(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudite
58、d)Net income 10,588,574 15,537,122 2,129,538 22,084,365 36,746,235 5,036,491 Net income attributable to ordinary shareholders 10,588,574 15,537,122 2,129,538 22,084,365 36,746,235 5,036,491 Earnings per ordinary share:-Basic 2.10 2.84 0.39 4.38 6.81 0.93-Diluted 1.84 2.65 0.36 3.86 6.28 0.86 Earning
59、s per ADS(4 ordinary shares equals 1ADS):-Basic 8.38 11.38 1.56 17.52 27.24 3.73-Diluted 7.34 10.60 1.45 15.43 25.13 3.44 Weighted average number of outstandingordinary shares(in thousands):-Basic 5,051,256 5,462,542 5,462,542 5,043,522 5,395,211 5,395,211-Diluted 5,776,165 5,865,102 5,865,102 5,733
60、,453 5,853,748 5,853,748 10 PDD HOLDINGS INC.NOTES TO FINANCIAL INFORMATION(Amounts in thousands of RMB and US$)For the three months ended September 30,For the nine months ended September 30,2022 2023 2022 2023 RMB RMB US$RMB RMB US$(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)R
61、evenues -Online marketing services and others 28,482,052 39,687,678 5,439,649 71,907,695 104,864,935 14,372,935-Transaction services 7,022,252 29,152,693 3,995,709 18,829,866 53,893,234 7,386,682 Total 35,504,304 68,840,371 9,435,358 90,737,561 158,758,169 21,759,617 11 PDD HOLDINGS INC.NOTES TO FIN
62、ANCIAL INFORMATION(Amounts in thousands of RMB and US$)For the three months ended September 30,For the nine months ended September 30,2022 2023 2022 2023 RMB RMB US$RMB RMB US$(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)Share-based compensation expenses included in:Costs of rev
63、enues 5,841 20,422 2,799 22,011 86,066 11,796 Sales and marketing expenses 608,462 464,950 63,726 1,623,126 1,943,049 266,318 General and administrative expenses 680,252 355,053 48,664 1,724,567 1,058,914 145,136 Research and development expenses 570,327 629,394 86,266 1,862,276 1,805,821 247,508 To
64、tal 1,864,882 1,469,819 201,455 5,231,980 4,893,850 670,758 12 PDD HOLDINGS INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in thousands of RMB and US$)For the three months ended September 30,For the nine months ended September 30,2022 2023 2022 2023 RMB RMB US$RMB RMB US$(Unaudited)(Una
65、udited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)Net cash generated from operating activities 11,651,823 32,537,857 4,459,684 21,957,598 57,271,860 7,849,762 Net cash used in investing activities (356,394)(4,820,500)(660,704)(13,801,754)(38,960,607)(5,339,995)Net cash generated from financing acti
66、vities 258 385 53 569 7,671 1,051 Effect of exchange rate changes on cash,cashequivalents and restricted cash 250,227 201,058 27,557 209,551 733,918 100,591 Increase in cash,cash equivalents and restricted cash 11,545,914 27,918,800 3,826,590 8,365,964 19,052,842 2,611,409 Cash,cash equivalents and
67、restricted cash atbeginning of period 62,864,021 83,434,459 11,435,644 66,043,971 92,300,417 12,650,825 Cash,cash equivalents and restricted cash at endof period 74,409,935 111,353,259 15,262,234 74,409,935 111,353,259 15,262,234 13 PDD HOLDINGS INC.RECONCILIATION OF NON-GAAP MEASURES TO THE MOST DI
68、RECTLY COMPARABLE GAAP MEASURES(Amounts in thousands of RMB and US$,except for per share data)For the three months ended September 30,For the nine months ended September 30,2022 2023 2022 2023 RMB RMB US$RMB RMB US$(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)Operating profit 10
69、,436,613 16,656,021 2,282,897 21,288,186 36,303,794 4,975,849 Add:Share-based compensation expenses 1,864,882 1,469,819 201,455 5,231,980 4,893,850 670,758 Non-GAAP operating profit 12,301,495 18,125,840 2,484,352 26,520,166 41,197,644 5,646,607 Net income attributable to ordinary shareholders 10,58
70、8,574 15,537,122 2,129,538 22,084,365 36,746,235 5,036,491 Add:Share-based compensation expenses 1,864,882 1,469,819 201,455 5,231,980 4,893,850 670,758 Add:Interest expenses related to convertible bondsamortization to face value 13,646 12,208 1,673 39,434 35,832 4,911 Add:(Gain)/loss from fair valu
71、e change of certaininvestments (19,886)7,935 1,088 68,173 746,915 102,373 Non-GAAP net income attributable to ordinaryshareholders 12,447,216 17,027,084 2,333,754 27,423,952 42,422,832 5,814,533 Non-GAAP diluted weighted-average number ofordinary shares outstanding(in thousands)5,776,165 5,865,102 5
72、,865,102 5,733,453 5,853,748 5,853,748 Diluted earnings per ordinary share 1.84 2.65 0.36 3.86 6.28 0.86 Add:Non-GAAP adjustments to earnings perordinary share 0.31 0.25 0.03 0.92 0.97 0.13 Non-GAAP diluted earnings per ordinary share 2.15 2.90 0.39 4.78 7.25 0.99 Non-GAAP diluted earnings per ADS 8.62 11.61 1.55 19.13 28.99 3.96 14