拼多多 2025年年度报告和过渡报告

PDD HoldingsInc. Table of Contents Securities registered or to be registered pursuant to Section12(g)of the Act. Securities for which there is a reporting obligation pursuant to Section15(d)of the Act. (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered bythe annual report:5,568,585,848ClassA ordinary shares, par value US$0.000005 per share, andnoClassB ordinary shares were outstandingas of December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. ☒Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or15(d)of the Securities Exchange Act of 1934. ☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the ExchangeAct. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section13(a)of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION2Part I3Item 1.Identity of Directors, Senior Management and Advisers3Item 2.Offer Statistics and Expected Timetable3Item 3.Key Information3Item 4.Information on the Company66Item 4A.Unresolved Staff Comments92Item 5.Operating and Financial Review and Prospects92Item 6.Directors, Senior Management and Employees104Item 7.Major Shareholders and Related Party Transactions115Item 8.Financial Information116Item 9.The Offer and Listing118Item 10.Additional Information119Item 11.Quantitative and Qualitative Disclosures about Market Risk129Item 12.Description of Securities Other than Equity Securities129Part II131Item 13.Defaults, Dividend Arrearages and Delinquencies131Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds131Item 15.Controls and Procedures131Item 16A.Audit Committee Financial Expert132Item 16B.Code of Ethics132Item 16C.Principal Accountant