Organization | 1. Organization Pinduoduo Inc. (the “Company”) was incorporated in the Cayman Islands on April 20, 2015 under the Cayman Islands Companies Law as an exempted company with limited liability. The Company through its consolidated subsidiaries, variable interest entity (the “VIE”) and the subsidiaries of the VIE (collectively, the “Group”) are principally engaged in the merchandise sales and the provision of online marketplace to help merchants leverage the power of the internet to engage with their customers in the People’s Republic of China (the “PRC” or “China”). Due to the PRC legal restrictions on foreign ownership and investment in such business, the Company conducts its primary business operations through its VIE and subsidiaries of the VIE. As of December 31, 2021, the details of the Company’s major subsidiaries, consolidated VIE and the subsidiaries of the VIE are as follows: Percentage of Date of Place of ownership by the Principal Entity incorporation incorporation Company activities Direct Indirect Subsidiaries: HongKong Walnut Street Limited (“Walnut HK”) April 28, 2015 Hong Kong 100 % — Holding company Hangzhou Weimi Network Technology Co., Ltd. (“Hangzhou Weimi” or the “WFOE”) May 28, 2015 PRC 100 % — Technology research and development Walnut Street (Shanghai) Information Technology Co., Ltd. (“Walnut Shanghai”) January 25,2018 PRC 100 % — Technology research and development Shenzhen Qianhai Xinzhijiang Information Technology Co., Ltd. (“Xinzhijiang”) April 25, 2018 PRC 100 % — E-commerce platform Shanghai Yucan Information Technology Co., Ltd. September 14, 2020 PRC 100 % — E-commerce platform VIE: Hangzhou Aimi Network Technology Co., Ltd. (“Hangzhou Aimi” or the “VIE”) April 14, 2015 PRC — 100 % E-commerce platform VIE’s subsidiary: Shanghai Xunmeng Information Technology Co., Ltd. (“Shanghai Xunmeng”) January 9, 2014 PRC — 100 % E-commerce platform 1. Organization (Continued) The VIE agreements The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in internet content and other restricted businesses. To comply with PRC laws and regulations, the Group conducts the majority of its business in China through the VIE and subsidiaries of the VIE. Despite the lack of technical majority ownership, the Company has effective control of the VIE through a series of contractual arrangements (the “Contractual Agreements”) and a parent-subsidiary relationship exists between the Company and the VIE. The equity interests of the VIE are legally held by PRC individuals (the “Nominee Shareholders”). Through the Contractual Agreements, the Nominee Shareholders of the VIE effectively assigned all of their voting rights underlying their equity interests in the VIE to the Company, via the WFOE, and therefore, the Company has the power to direct the activities of the VIE that most significantly impact its economic performance. The Company also has the right to receive economic benefits and obligations to absorb losses from the VIE, via the WFOE, that potentially could be significant to the VIE. Based on the above, the Company consolidates the VIE in accordance with SEC Regulation SX-3A-02 and ASC810-10, Consolidation: Overall The following is a summary of the Contractual Agreements: Exclusive Option Agreements Equity Pledge Agreement 1. Organization (Continued) The VIE agreements (Continued) Shareholders’ Voting Rights Proxy Agreement Exclusive Consulting and Services Agreement Financial support undertaking letter In the opinion of the Company’s management and PRC counsel, (i) the ownership structure of the Group, including its subsidiaries, the VIE and the subsidiaries of the VIE, is not in violation with any applicable PRC laws and (ii) each of the VIE agreements is legal, valid, binding and enforceable to each party of such agreements in accordance with its terms and applicable PRC Laws. However, uncertainties in the PRC legal system could cause the relevant regulatory authorities to find the current Contractual Agreements and businesses to be in violation of any existing or future PRC laws or regulations. If the Company, the WFOE or any of its current or future VIE are found in violation of any existing or future laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, which may include, but not limited to, revocation of business and operating licenses, being required to discontinue or restrict its business operations, restriction of the Group’s right to collect revenues, being required to restructure its operations, imposition of additional conditions or requirements with which the Group may not be able to comply, or other regulatory or enforcement actions against the Group that could be harmful to its business. The imposition of any of these or other penalties may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIE or the right to receive their economic benefits, the Company would no longer be able to consolidate the VIE. 1. Organization (Continued) The VIE agreements (Continued) In addition, if the VIE or the Nominee Shareholders fail to perform their obligations under the Contractual Agreements, the Group may have to incur substantial costs and expend resources to enforce the primary beneficiary’ rights under the contracts. The Group may have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. All of the Contractual Agreements are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. Uncertainties in the PRC legal system could limit the Group’s ability to enforce these contractual arrangements. Under PRC laws, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur additional expenses and delay. In the event the Group is unable to enforce the Contractual Agreements, the primary beneficiary may not be able to exert effective control over its VIE, and the Group’s ability to conduct its business may be negatively affected. The VIE and its subsidiaries contributed to 58.5%, 65.1% and 59.3% of the Group’s consolidated revenues for the years ended December 31, 2019, 2020 and 2021, respectively. As of December 31, 2020 and 2021, the VIE and its subsidiaries accounted for an aggregate of 48.2% and 48.7%, respectively of the consolidated total assets, and 80.5% and 83.2%, respectively of the consolidated total liabilities. Other revenue-producing assets held by the VIE and its subsidiaries mainly include licenses, such as the internet content provision license and internally-developed intangible assets including trademarks, patents, copyrights and domain names. 1. Organization (Continued) The VIE agreements (Continued) The following tables represent the financial information for the VIE as of December 31, 2020 and 2021 and for the years ended December 31, 2019, 2020 and 2021 before eliminating the inter-company balances and transactions between the VIE, the subsidiaries of the VIE and other entities within the Group: As of December 31, 2020 2021 RMB RMB US$ ASSETS Current assets Cash and cash equivalents 3,593,192 2,430,440 381,389 Restricted cash 52,148,852 59,402,079 9,321,482 Receivables from online payment platforms 726,063 668,953 104,973 Short-term investments 7,026,442 12,306,340 1,931,133 Amounts due from related parties (i) 3,999,612 4,198,391 658,819 Amounts due from Group companies 9,932,418 40,425,872 6,343,701 Prepayments and other current assets 4,062,849 1,330,772 208,827 Total current assets 81,489,428 120,762,847 18,950,324 Non-current assets Property, equipment and software, net 186,403 2,116,566 332,135 Intangible asset — 27,163 4,262 Right-of-use assets 468,387 417,455 65,508 Deferred tax assets — 19,908 3,124 Other non-current assets 4,380,476 5,300,938 831,833 Total non-current assets 5,035,266 7,882,030 1,236,862 Total assets 86,524,694 128,644,877 20,187,186 As of December 31, 2020 2021 RMB RMB US$ LIABILITIES Current liabilities Amounts due to related parties (i) 3,385,863 1,962,029 307,885 Amounts due to Group companies 9,759,506 27,978,153 4,390,383 Customer advances and deferred revenues 2,422,907 1,158,738 181,831 Payable to merchants 53,417,259 61,947,517 9,720,917 Accrued expenses and other liabilities 6,999,827 9,360,166 1,468,814 Merchant deposits 10,926,319 13,360,409 2,096,540 Short-term borrowings 1,866,316 — — Lease liabilities 134,131 138,667 21,760 Total current liabilities 88,912,128 115,905,679 18,188,130 Lease liabilities 366,834 305,068 47,872 Deferred tax liabilities — 19,217 3,016 Total non-current liabilities 366,834 324,285 50,888 Total liabilities 89,278,962 116,229,964 18,239,018 1. Organization (Continued) The VIE agreements (Continued) For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net revenues from Group companies 2,244,429 12,602,673 22,136,726 3,473,735 External 17,630,903 38,749,188 55,740,613 8,746,919 Net revenues 19,875,332 51,351,861 77,877,339 12,220,654 Net (loss)/income (3,611,656) 2,552,665 15,169,180 2,380,375 (i) Information with respect to related parties is discussed in Note 18. For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net cash generated from operating activities 11,139,572 29,379,799 34,365,025 5,392,622 Net cash used in investing activities (5,249,046) (11,802,074) (26,828,581) (4,209,990) Net cash generated from/(used in) financing activities 4,546,481 7,818,632 (1,445,969) (226,904) Net increase in cash, cash equivalents and restricted cash 10,437,007 25,396,357 6,090,475 955,728 There are no consolidated VIE’s assets that are pledged or collateralized for the VIE’s obligations and which can only be used to settle the VIE’s obligations, except for registered capital and the PRC statutory reserves. Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of their statutory reserves and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 20 for disclosure of the restricted net assets. As the VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE. There were no other pledges or collateralization of the VIE’s assets. |