SecProbe.io

February 24, 2025
Jun Liu
Vice President of Finance
PDD Holdings Inc.
First Floor, 25 St. Stephen’s Green
Dublin 2, D02 XF99
Ireland
Re:PDD Holdings Inc.
Form 20-F for Fiscal Year Ended December 31, 2023
File No. 001-38591
Dear Jun Liu:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Investor Relations

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom llp

 One Manhattan West

New York,
NY 10001

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

   FIRM/AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

January 28, 2025

VIA EDGAR

Mr. Scott Stringer

Mr. Joel Parker

Ms. Taylor Beech

Ms. Mara Ransom

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PDD Holdings Inc.

    Form 20-F for the Fiscal Year Ended December 31, 2023

    Response dated September 30, 2024

    File No. 001-38591

Dear Mr. Stringer, Mr. Parker, Ms. Beech and Ms.
Ransom,

On behalf of our client, PDD
Holdings Inc. (the “Company”), we set forth below the Company’s responses to the comments contained in the letter
dated January 2, 2025 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April
25, 2024 (the “2023 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s
responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2023
Form 20-F.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 2

Form 20-F for Fiscal
Year Ended December 31, 2023

Our Company, page 3

 1. We note your response to comment 1. Please further revise your disclosure to clarify, as you do in your response, that despite their
differentiated geographical coverage, Pinduoduo and Temu have the same value propositions and operational model, and both platforms serve
merchants in China.

In response to the Staff’s comment,
the Company respectfully undertakes to include the following disclosure under “Item 3. Key Information—Our Company”
in its future Form 20-F filings, as shown in the blackline below (with deletions shown in strikethrough and additions in underline), subject
to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

“Our Company

[…]

Temu was founded in
September 2022 in Boston, Massachusetts, the United States. Following its initial launch in North America in September 2022, Temu expanded
to Oceania and Europe in April 2023 and then to other countries and regions worldwide. As of the end of 2023, Temu was serving consumers
in various countries and regions, including the United States, Germany, Japan, the United Kingdom, France, Italy and Canada. As a
new initiative at an early stage of development, Temu aspires to become a global online platform dedicated to providing quality products
to consumers at attractive prices. In partnership with a global network of logistics vendors and fulfillment partners, Temu empowers merchants
with value-added services that enables a broader market reach.

Both Pinduoduo
and Temu enable merchants to provide product listings for buyers to conveniently browse and order on the platforms. We help merchants
streamline their manufacturing and operations, leading to more competitive prices and reduced waste, and use fun, interactive shopping
experiences and competitive pricing to attract, engage and retain buyers and merchants. Despite their differentiated geographical coverage,
Pinduoduo and Temu have the same value propositions and operational model. Currently, both platforms primarily serve merchants in China,
assisting them in reaching consumers and growing their sales.

Our revenues primarily
consist of (i) transaction services and (ii) online marketing services and others provided to third-party merchants who sell their products
on our platforms. For the fiscal year ended December 31, 2023, substantially all of our revenues were derived from third-party merchants
in China.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 3

 2. You list your headquarters as Dublin, Ireland, yet it appears all of your operations and customers are located in China. In addition,
your Irish subsidiary appears to be a holding company in your Temu line of business. Please clarify.

The Company respectfully submits that
the designation of its address at Dublin, Ireland (“Dublin Office”) as its principal executive offices in its 2023
Form 20-F was based on where the Company’s key decision-making activities took place. The Company began its global e-commerce platform
in late 2022, and its leadership has since spent more time across the world to oversee business developments, make strategic decisions
from a global perspective, and deepen their understanding of regulatory environments in different markets.

The Dublin Office is particularly well-suited
for coordinating global operations due to its strategic time zone, which facilitates communication across Asia, Europe, and the Americas,
as well as its English speaking environment. Additionally, Dublin is the home to many well-known tech companies’ headquarters for
global operations. It offers access to a unique talent pool with experience in global technology companies and expertise in managing operations
that require significant cross-time-zone coordination. Consequently, the Company’s leadership often made key management decisions
at the Dublin Office. For instance, in 2023, the chairman of the Company’s board of directors, who also serves as the Company’s
co-chief executive officer, held all board meetings at the Dublin Office, where critical management decisions were deliberated and made.
The other members of the leadership also attended important meetings and made management decisions at the Dublin Office during the year.

Given the Dublin Office’s role
as a convenient and central location for coordinating the Company’s rapidly evolving global operations during this new phase of
development, the Company designated this address as its principal executive offices in its 2023 Form 20-F.

Risks Related to Our
Multi-jurisdictional Operations, page 9

 3. We note your revised disclosure in response to comment 9 and reissue our comment in part. Pages 9 and 43 still include references
to “multiple jurisdictions” with respect to disclosure that was previously focused on risks related to the PRC government.
Remove the mitigating language and discuss plainly and directly the risks relating to doing business in China, separate from the risks
you may face in other jurisdictions.

In response to the Staff’s comment,
the Company respectfully proposes to revise “Item 3. Key Information—D. Risk Factors” by separating the current section
entitled “Risks Related to our Multi-jurisdictional Operations” into two sections, respectively entitled “Risks Related
to our Multi-jurisdictional Operations” and “Risks Related to Doing Business in China,” and disclosing all China-specific
risks under “Risks Related to Doing Business in China.” Set out below are the headings of the China-specific risk factors
that the Company intends to disclose under the new subsection entitled “Risks Related to Doing Business in China,” subject
to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed:

 · Changes in China’s economic, political or social conditions or government policies could have a
material adverse effect on our business and operations.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 4

 · The regulatory environment in China is complex and evolving, which could adversely affect us.

 · We may be adversely affected by the complexity and changes in the PRC’s regulation of internet-related
businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse
effect on our business and results of operations.

 · The PRC government’s significant oversight and discretion over our business operations could result
in a material change in our operations and the value of our ADSs.

 · Discontinuation of any preferential tax treatments or imposition of any additional taxes could adversely
affect our financial condition and results of operations.

 · You may experience difficulties in effecting service of legal process, enforcing judgments or bringing
actions in China against us or our management named in the annual report based on non-PRC laws.

 · We may rely on distributions and advances paid by our mainland China subsidiaries to fund any cash and
financing requirements we may have, and any limitation on the ability of our mainland China subsidiaries to make payments to us could
have a material and adverse effect on our ability to conduct our business.

 · PRC regulations on loans to and direct investment in mainland China entities may delay or prevent us from
using the proceeds of any financing conducted outside of mainland China to make loans or additional capital contributions to our mainland
China subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 · Governmental control of currency conversion may limit our ability to utilize our revenues effectively
and affect the value of your investment.

 · Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 5

 · PRC regulations relating to overseas investment activities by mainland China residents may limit our subsidiaries’
ability to change their registered capital or distribute profits to us or otherwise expose us or our mainland China resident beneficial
owners to liability and penalties under PRC laws.

 · Any failure to comply with PRC regulations regarding the registration requirements for employee stock
incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

 · Our use of some leased properties could be challenged by third parties or government authorities, which
may cause interruptions to our business operations.

 · If we are classified as a mainland China resident enterprise for PRC income tax purposes, such classification
could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.

 · We face uncertainty with respect to indirect transfers of equity interests in mainland China resident
enterprises by their non-resident holding companies.

 · Under PRC laws, the approval of or filing with the CSRC or other PRC government authorities may be required
in connection with our previous or future offerings, and, if required, we cannot predict whether or for how long we will be able to obtain
such approval or complete such filing.

 · The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed
for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors
of the benefits of such inspections.

 · Our ADSs may be prohibited from trading in the United States under the HFCA Act in the future if the PCAOB
is unable to inspect or investigate completely auditors located in mainland China or Hong Kong. The delisting of the ADSs, or the threat
of their being delisted, may materially and adversely affect the value of your investment.

 · It may be difficult for non-PRC regulators to conduct investigations or collect evidence within China.

In addition, the Company respectfully
proposes to revise the following risk factors, which will remain under “Item 3. Key Information—Risk Factors—Risks Related
to Our Multi-jurisdictional Operations,” in its future Form 20-F filings, as shown in the blackline below (with deletions shown
in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material developments
of the subject matter being disclosed.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 6

“Risks Related to Our Multi-jurisdictional
Operations

Our global operations expose us
to a number of risks.

We began our business
operations in multiple jurisdictions through the launch of the Temu platform in September 2022. As we continue to expand our global operations,
we face risks associated with expanding into markets where we have limited or no experience and where we may be less well-known or have
fewer local resources. We are also subject to a variety of risks inherent in doing business on the global scale, including:

 · […]

As we expand further
into new and existing countries, regions and markets, these risks could intensify, and efforts we make to expand our business and operations
globally may not be successful. Failure to successfully expand globally and manage the complexity of our global operations could materially
and adversely affect our business, financial condition and results of operations. These risks may differ from those associated with
doing business in the PRC. For a detailed discussion of the risks related to operations in the PRC, both generally and specifically, please
refer to the risk factors set out under “—Risks Related to Doing Business in China.”

[…]

Changes in U.S. and international
trade policies, escalations of tensions in international relations, and increased scrutiny from customs and other authorities,—particularly
with regard to China—may adversely impact our business and operating results. In addition, any factors that reduce cross-border
e-commerce or make such trade activities more difficult could harm our business.

There have been heightened
tensions in international relations in recent years, particularly with regard to China, which has resulted in and may continue
to cause changes in international trade policies and additional barriers to trade. Countries impose, modify, and remove tariffs and other
trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make
it difficult to predict future developments regarding tariffs and other trade restrictions. For example In particular,
the tensions between the United States and China in recent years have led to additional or higher tariffs imposed by the United States
on certain products imported from China and restrictions on the sale of certain products into the United States. Such trade tensions
may escalate further. Any unfavorable future actions or escalations by either the United States or China, such as capital controls or
tariffs, may affect the demand for our products and services, impact the competitive position of our services, or prevent merchants on
our Temu platform from being able to sell products in the United States. In addition, Wewe operate in a number
of countries and regions around the world. Tariffs and other restrictions imposed by any country or region we serve could affect our business
and financial condition. Trade restrictions, including tariffs, quotas, embargoes, safeguards, and customs restrictions, could restrict
our and our merchants’ ability to source and sell products to the global markets, could increase our costs or reduce the competitiveness
of the prices of products offered on our platforms and could affect our and our merchants’ ability to timely ship and deliver products
to our buyers, any of which could harm our business, financial condition, and results of operations.

Division of Corporation Finance

Office of Trade & Services

Securit

CORRESP
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Skadden,
Arps, Slate, Meagher & Flom llp

    One Manhattan West
    FIRM/AFFILIATE OFFICES

    New York,
    NY 10001

    -----------

    ________

    BOSTON

    TEL: (212) 735-3000

    CHICAGO

    FAX: (212) 735-2000

    HOUSTON

    www.skadden.com

    LOS ANGELES

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    January 3, 2025
    FRANKFURT

    HONG KONG

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

VIA EDGAR

Mr. Scott Stringer

Mr. Joel
Parker

Ms. Taylor Beech

Ms. Mara Ransom

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PDD Holdings Inc.

Form 20-F for the Fiscal Year Ended December 31, 2023

Response dated September 30, 2024

File No.  001-38591

Dear Mr. Stringer, Mr. Parker, Ms. Beech and Ms. Ransom,

We write on behalf of our
client, PDD Holdings Inc. (the “Company”). The Company has received the letter dated January 2, 2025 (the “Letter”)
from the staff of the Securities and Exchange Commission regarding the Company’s annual report on Form 20-F for the fiscal
year ended December 31, 2023 (the “2023 Form 20-F”). The Company respectfully requests an extension to the
deadline for responding to the Letter due to the additional time required to gather sufficient information and prepare a thorough response.
The Company will provide its response to the Letter via EDGAR as soon as possible, and in any event no later than January 31, 2025.

If you have any additional questions or comments
regarding the 2023 Form 20-F, please contact the undersigned at +86 21 6193 8225 or yuting.wu@skadden.com.

January 3, 2025

Page 2

    Very truly yours,

    /s/ Yuting Wu

    Yuting Wu

 cc: Lei Chen, Chairman of the Board of Directors and Co-Chief
Executive Officer, PDD Holdings Inc.

Jiazhen Zhao, Executive Director and Co-Chief Executive Officer, PDD Holdings Inc.

Harry Han, Partner, Ernst & Young Hua Ming LLP

January 2, 2025
Jun Liu
Vice President of Finance
PDD Holdings Inc.
First Floor, 25 St. Stephen’s Green
Dublin 2, D02 XF99
Ireland
Re:PDD Holdings Inc.
Form 20-F for Fiscal Year Ended December 31, 2023
Response dated September 30, 2024
File No. 001-38591
Dear Jun Liu:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2023
Our Company, page 3
1.We note your response to comment 1. Please further revise your disclosure to clarify,
as you do in your response, that despite their differentiated geographical coverage,
Pinduoduo and Temu have the same value propositions and operational model, and
both platforms serve merchants in China.
2.You list your headquarters as Dublin, Ireland, yet it appears all of your operations and
customers are located in China. In addition, your Irish subsidiary appears to be a
holding company in your Temu line of business. Please clarify.
Risks Related to Our Multi-jurisdictional Operations, page 9
We note your revised disclosure in response to comment 9 and reissue our comment
in part. Pages 9 and 43 still include references to “multiple jurisdictions” with respect
to disclosure that was previously focused on risks related to the PRC government.
 3.

January 2, 2025
Page 2
Remove the mitigating language and discuss plainly and directly the risks relating to
doing business in China, separate from the risks you may face in other jurisdictions.
Directors and Senior Management, page 99
4.We note your response to comment 14. Please revise to include the information
provided in your response in your disclosure, including that the appointment of
Mr. Lei Chen as an executive director is unrelated to the PDD Partnership’s rights and
functions, and clarify how many limited partners are currently in the PDD Partnership.
Note 2. Summary of Significant Accounting Policies
(x) Segment Reporting, page F-23
5.We note your response to prior comment 16 and that your CODM regularly
reviews trends in operating metrics, revisits, assesses, and adjusts significant strategic
and operational matters, and makes resource adjustments as needed. You also indicate
certain financial information can be disaggregated. Please tell us:
•What financial information is provided to the CODM on a disaggregated basis
(e.g., Pinduoduo, Temu, Duo Duo Grocery), the frequency it is provided, and how
it is used by the CODM. Clarify if the disaggregated revenue noted in your
response is provided to the CODM. Provide quantification of any disaggregated
expense information.
•What operating metrics are provided to the CODM, whether they are provided on
a consolidated or disaggregated basis, the frequency they are provided, and how
they are used by the CODM. Provide examples of how such operating metrics are
used to allocate resources and assess performance. For example, how are they
used to allocate resources for advertising expenses and incentive programs.
•What disaggregated financial information and operating metrics are provided to
the Board of Directors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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    Skadden,
    Arps, Slate, Meagher & Flom llp

    One
                                            Manhattan West

                                            New York, NY 10001

    TEL: (212) 735-3000

    FAX: (212) 735-2000

    www.skadden.com

    FIRM/AFFILIATE

        OFFICES

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

September 30,
2024

VIA EDGAR

Mr. Scott Stringer

Mr. Joel
Parker

Ms. Taylor Beech

Ms. Mara Ransom

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PDD Holdings Inc.

    Form 20-F for the Fiscal Year Ended December 31, 2023

    File No. 001-38591

Dear Mr. Stringer, Mr. Parker, Ms. Beech
and Ms. Ransom,

On behalf of our client,
PDD Holdings Inc. (the “Company”), we set forth below the Company’s responses to the comments contained in the
letter dated August 27, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission
on April 25, 2024 (the “2023 Form 20-F”). The Staff’s comments are repeated below in bold and are
followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed
to such terms in the 2023 Form 20-F.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2023

Our Company, page 3

 1. Please
                                            revise to discuss in more detail the founding of Temu, including where the majority of its
                                            current operations and customers are located and how its business and operations are differentiated
                                            from those of Pinduoduo. In this regard, your description of the platforms is nearly identical,
                                            making it unclear how you choose to manage them and how they contribute to your overall financial
                                            performance. In addition, identify through which entities you operate your Temu and Pinduoduo
                                            businesses in your organizational chart on page 4.

In
response to the Staff’s comment regarding the location of Temu’s operations, the Company respectfully proposes to revise
the referenced disclosure under “Item 3. Key Information—Our Company” in its future Form 20-F filings, as shown
in the blackline below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to
be made in connection with any material developments of the subject matter being disclosed. As more fully elaborated in the Company’s
response to Comments 16 and 17 below, despite its differentiated geographical coverage, Pinduoduo and Temu have the same value
propositions and operational model. Both platforms serve merchants in China, assisting them in reaching consumers and growing their sales.
Many of these Chinese merchants operate on both platforms and offer their products to consumers all over the world. Therefore, Temu is
considered an integral part of the Company’s e-commerce business rather than a distinct business segment that is separately monitored
and reported. This integration has led to the Company’s holistic approach in evaluating the operational and financial results of
both platforms, making separate disclosures about each platform’s financial performance unnecessary.

“Our Company

[…]

Temu
was founded in September 2022 in Boston, Massachusetts, the United States. Following its initial launch in North America in September 2022,
Temu expanded to Oceania and Europe in April 2023 and then to other countries and regions worldwide. As of the end of 2023, Temu
was serving consumers in various countries and regions, including the United States, Germany, Japan, the United Kingdom,
France, Italy and Canada. As a new initiative at an early stage of development, Temu aspires to become a global online platform
dedicated to providing quality products to consumers at attractive prices. In partnership with a global network of logistics vendors
and fulfillment partners, Temu empowers merchants with value-added services that enables a broader market reach.

Both Pinduoduo
and Temu enable merchants to provide product listings for buyers to conveniently browse and order on the platforms. We help merchants
streamline their manufacturing and operations, leading to more competitive prices and reduced waste, and use fun, interactive shopping
experiences and competitive pricing to attract, engage and retain buyers and merchants.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 3

Our
revenues primarily consist of (i) transaction services and (ii) online marketing services and others provided to third-party
merchants who sell their products on our platforms. For the fiscal year ended December 31, 2023, substantially all of our revenues
were derived from third-party merchants in China.”

In response to the Staff’s comment
regarding the operating entities of Temu and Pinduoduo, the Company respectfully proposes to include the following underlined disclosure
under “Item 3. Key Information—Our Holding Company Structure and Contractual Arrangements with the VIE” and “Item
4. Information on the Company—C. Organizational Structure” in its future Form 20-F filings, subject to such updates
and adjustments to be made in connection with any material developments of the subject matter being disclosed:

“[…]

We conduct our businesses
through a number of operating entities incorporated in jurisdictions across the globe. The following diagram illustrates our corporate
structure, including our principal subsidiaries and the VIE and its principal subsidiary, as of the date of this annual report:

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 4

[…]

 (3) These entities provide services
                                            to users of Pinduoduo.

 (4) These
                                            entities provide services to users of Temu.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 5

Our Holding Company Structure and Contractual
Arrangements with the VIE, page 4

 2. Describe the contractual arrangements
                                            with the VIE, including the shareholders’ voting rights proxy agreement, equity pledge
                                            agreement, spousal consent letter, exclusive consulting and services agreement and exclusive
                                            option agreement that you reference on page 5.

In response to the Staff’s comment,
the Company undertakes to include the following disclosure under “Item 3. Key Information—Our Holding Company Structure and
Contractual Arrangements with the VIE” in its future Form 20-F filings, as shown in the blackline below (with deletions shown
in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material developments
of the subject matter being disclosed:

“Our Holding Company Structure
and Contractual Arrangements with the VIE

[…]

The VIE structure
consists of a series of contractual arrangements, including a shareholders’ voting rights proxy agreement, equity pledge agreement,
spousal consent letter, exclusive consulting and services agreement and exclusive option agreement, that have been entered into by and
among Hangzhou Weimi, the VIE, the VIE’s shareholders and, as applicable, their spouses. As a result of the contractual arrangements,
we are able to direct the activities of and derive economic benefits from the VIE. We are considered the primary beneficiary of the VIE
and its subsidiaries for accounting purposes, and we have consolidated their financial results in our consolidated financial statements.
Revenues contributed by the VIE and its subsidiaries accounted for 59.3%, 56.2% and 45.7% of our total revenues for 2021, 2022 and 2023,
respectively. […] For more details of these contractual arrangements, see “Item 4. Information on the Company—C.
Organizational Structure—Contractual Arrangements with the VIE and Its Shareholders.”

The following
is a summary of the currently effective contractual arrangements by and among our wholly owned subsidiary, Hangzhou Weimi, the VIE and
its shareholders.

Arrangements that enable us
to direct the activities of the VIE and its subsidiaries

Shareholders’
Voting Rights Proxy Agreement. Pursuant to the amended and restated shareholders’ voting rights proxy agreement
dated July 15, 2020, by and among Hangzhou Weimi, Hangzhou Aimi and the shareholders of Hangzhou Aimi, each shareholder of Hangzhou
Aimi irrevocably authorized Hangzhou Weimi or any person(s) designated by Hangzhou Weimi to exercise such shareholder’s rights
in Hangzhou Aimi, including without limitation, the power to participate in and vote at shareholder’s meetings, the power to nominate
and appoint the directors, senior management, the power to sell or transfer such shareholder’s equity interest in Hangzhou Aimi,
the power to propose to convene an extraordinary shareholders meeting, and other shareholders’ voting rights permitted by the Articles
of Association of Hangzhou Aimi. The shareholders’ voting rights proxy agreement remains irrevocable and continuously valid from
the date of execution so long as each shareholder remains as a shareholder of Hangzhou Aimi.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 6

Equity
Pledge Agreement. Pursuant to the amended and restated equity pledge agreement dated July 15, 2020, by and among
Hangzhou Weimi, Hangzhou Aimi and the shareholders of Hangzhou Aimi, the shareholders of Hangzhou Aimi pledged all of their equity interests
in Hangzhou Aimi to Hangzhou Weimi to guarantee their and Hangzhou Aimi’s obligations under the contractual arrangements including
the exclusive consulting and services agreement, the exclusive option agreement and the shareholders’ voting rights proxy agreement
and this equity pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses incurred by
Hangzhou Weimi in enforcing such obligations of Hangzhou Aimi or its shareholders. In the event of default defined therein, upon written
notice to the shareholders of Hangzhou Aimi, Hangzhou Weimi, as pledgee, will have the right to dispose of the pledged equity interests
in Hangzhou Aimi and priority in receiving the proceeds from such disposition. The shareholders of Hangzhou Aimi agree that, without
Hangzhou Weimi’s prior written approval, during the term of the equity pledge agreement, they will not dispose of the pledged equity
interests or create or allow any other encumbrance on the pledged equity interests. We have completed the registration of the equity
pledges with the relevant office of the SAIC in accordance with the PRC Property Rights Law.

Spousal
Consent Letter. Pursuant to each spousal consent letter, the spouse of the signing shareholder of the VIE unconditionally
and irrevocably agreed that the equity interest in Hangzhou Aimi held by such shareholder and registered in his name will be disposed
of pursuant to the equity interest pledge agreement, the exclusive option agreement and the shareholders’ voting rights proxy agreement.
The spouse of the signing shareholder of the VIE agreed not to assert any rights over the equity interest in Hangzhou Aimi held by the
signing shareholder. In addition, in the event that the spouse of the signing shareholder of the VIE obtains any equity interest in Hangzhou
Aimi held by the signing shareholder for any reason, the spouse agreed to be bound by the contractual arrangements.

Agreements that allow us to
receive economic benefits from the VIE

Exclusive
Consulting and Services Agreement. Under the exclusive consulting and services agreement between Hangzhou Weimi and
Hangzhou Aimi, dated June 5, 2015, Hangzhou Weimi has the exclusive right to provide to Hangzhou Aimi consulting and services related
to, among other things, design and development, operation maintenance, product consulting, and management and marketing consulting. Hangzhou
Weimi has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Hangzhou
Aimi agrees to pay Hangzhou Weimi service fees at an amount as determined by Hangzhou Weimi. This agreement will remain effective for
a ten-year term and then be automatically renewed, unless Hangzhou Weimi gives Hangzhou Aimi a termination notice 90 days before the
term ends.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 7

Agreements that provide us with
the option to purchase the equity interests in the VIE

Exclusive
Option Agreement. Pursuant to the amended and restated exclusive option agreement dated July 15, 2020, by and
among Hangzhou Weimi, Hangzhou Aimi and each of the shareholders of Hangzhou Aimi, each of the shareholders of Hangzhou Aimi irrevocably
granted Hangzhou Weimi an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all
or part of their equity interests in Hangzhou Aimi, and the purchase price shall be the lowest price permitted by applicable PRC law.
In addition, Hangzhou Aimi has granted Hangzhou Weimi an exclusive call option to purchase, or have its designated person(s) to
purchase, at its discretion, to the extent permitted under PRC law, all or part of Hangzhou Aimi’s assets at the book value of
such assets, or at the lowest price permitted by applicable PRC law, whichever is higher. Each of the shareholders of Hangzhou Aimi undertakes
that, without the prior written consent of Hangzhou Weimi or us, they may not increase or decrease the registered capital, dispose of
its assets, incur any debts or guarantee liabilities, enter into any material purchase agreements, enter into any merger, acquisition
or investments, amend its articles of association or provide any loans to third parties. Unless terminated by Hangzhou Weimi at its sole
discretion, the exclusive option agreement will remain effective until all equity interests in Hangzhou Aimi held by the shareholders
of Hangzhou Aimi and all assets of Hangzhou Aimi are transferred or assigned to Hangzhou Weimi or its designated representatives.

However, the use
of these contractual arrangements involves unique risks to investors. The contractual arrangements do not, and may never, provide holders
of our ADSs with direct or indirect equity ownership in the VIE and its subsidiaries. Although the contractual arrangements enable us
to direct the activities of and derive economic benefits from the VIE, any control that we have over our ability
to direct the activities of, as well as any economic benefits that we may derive from, the VIE depend on the enforceability of the
contractual arrangements that we have entered into with the VIE and its shareholders. Although King & Wood Mallesons, our PRC
legal counsel, has advised us that these contractual arrangements are legal, valid, binding and enforceable in accordance with their
terms and applicable PRC laws and regulations, they have also advis

CORRESP
1
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Skadden,
                               Arps, Slate, Meagher & Flom llp

One
Manhattan West

New
York, NY 10001

TEL:
                                            (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

August 29,
2024

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OFFICES

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VIA EDGAR

Mr. Scott Stringer

Mr. Joel
Parker

Ms. Taylor Beech

Ms. Mara Ransom

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PDD
                                            Holdings Inc.

Form 20-F for the Fiscal
Year Ended December 31, 2023

File No.  001-38591

Dear Mr. Stringer, Mr. Parker,
Ms. Beech and Ms. Ransom,

We
write on behalf of our client, PDD Holdings Inc. (the “Company”). The Company has received the letter dated August 27,
2024 (the “Letter”) from the staff of the Securities and Exchange Commission regarding the Company’s annual
report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”). The Company
respectfully requests an extension to the deadline for responding to the Letter due to the additional time required to gather sufficient
information and prepare a thorough response. The Company will provide its response to the Letter via EDGAR as soon as possible, and in
any event no later than September 30, 2024.

If you have any
additional questions or comments regarding the 2023 Form 20-F, please contact the undersigned at +86 21 6193 8225 or yuting.wu@skadden.com.

August 29, 2024

Page 2

    Very truly yours,

    /s/ Yuting Wu

    Yuting Wu

 cc: Lei
                                            Chen, Chairman of the Board of Directors and Co-Chief Executive Officer, PDD Holdings Inc.

                                            Jiazhen Zhao, Executive Director and Co-Chief Executive Officer, PDD Holdings Inc.

                                            Harry Han, Partner, Ernst & Young Hua Ming
                                            LLP

August 27, 2024
Jun Liu
Vice President of Finance
PDD Holdings Inc.
First Floor, 25 St. Stephen’s Green
Dublin 2, D02 XF99
Ireland
Re:PDD Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-38591
Dear Jun Liu:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Our Company, page 3
1.Please revise to discuss in more detail the founding of Temu, including where the
majority of its current operations and customers are located and how its business and
operations are differentiated from those of Pinduoduo. In this regard, your description of
the platforms is nearly identical, making it unclear how you choose to manage them and
how they contribute to your overall financial performance. In addition, identify through
which entities you operate your Temu and Pinduoduo businesses in your organizational
chart on page 4.
Our Holding Company Structure and Contractual Arrangements with the VIE, page 4
2.Describe the contractual arrangements with the VIE, including the shareholders’ voting
rights proxy agreement, equity pledge agreement, spousal consent letter, exclusive
consulting and services agreement and exclusive option agreement that you reference on
page 5.

August 27, 2024
Page 2
3.We note your disclosure in footnote (1) to the organizational chart that Mr. Lei Chen and
Mr. Jianchong Zhu "have entered into a series of contractual arrangements with Hangzhou
Weimi, pursuant to which the Company has control over and is the primary beneficiary of
Hangzhou Aimi." Please revise any references to control or benefits that accrue to you
because of the VIE so they are limited to a clear description of the conditions you have
satisfied for consolidation of the VIE under U.S. GAAP, and your disclosure should
clarify that you are the primary beneficiary of the VIE for accounting purposes .
4.We note your disclosure on page 5 that "revenues contributed by the VIE and its
subsidiaries accounted for 59.3%, 56.2% and 45.7% of our total revenues for 2021, 2022
and 2023, respectively." Please revise to include a follow up statement that to the extent
cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may
not be available to fund operations or for other use outside of the PRC/Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the consolidated VIEs by the PRC government to transfer cash. On page
10 where you state that "PDD Holdings Inc.’s ability to pay dividends to the shareholders
and to service any debt it may incur may depend partially upon dividends paid by our
mainland China subsidiaries and license and service fees paid by the VIE," revise to note,
as you do on page 5, that revenues contributed by the VIE and its subsidiaries accounted
for 59.3%, 56.2% and 45.7% of our total revenues for 2021, 2022 and 2023, respectively.
Our Operations in China Are Subject to PRC Laws and Regulations, page 5
5.We note your disclosure that "based on the advice of King & Wood Mallesons, our PRC
legal counsel, we are of the view that none of us, our mainland China subsidiaries, the
VIE or its subsidiaries is required under the M&A Rules to obtain any permission from
the CSRC for our previous securities offerings." Revise to clarify whether you,
your mainland China subsidiaries, and the VIE or its subsidiaries are covered by any
permissions requirements by the CSRC for future offerings. In this regard, your current
disclosure states only that you "may" be subject to CSRC approval, but does not take a
position on its applicability to you. If you did not consult counsel on this issue,
then explain why, as well as the basis for your conclusions regarding whether approval is
required.
6.We note your disclosure that you have not "received any request from the Cyberspace
Administration of China, or the CAC, to undergo a cybersecurity review pursuant to the
Cybersecurity Laws." Please revise to explicitly state whether you believe that you,
your mainland China subsidiaries, and the VIE or its subsidiaries are covered by
permissions requirements from the CAC. If you did not consult counsel, then explain
why, as well as the basis for your conclusions regarding whether approval is required.
Summary of Risk Factors, page 7
In your summary of risk factors, revise your acknowledgement that "[c]hanges in China's
economic, political or social conditions or government policies could have a material
advese effect on [y]our business and operations" to specifically discuss risks arising from
the legal system in China, including risks and uncertainties regarding the enforcement of
laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at
any time, or may exert more control over offerings conducted overseas and/or foreign 7.

August 27, 2024
Page 3
investment in China-based issuers, which could result in a material change in your
operations and/or the value of the securities you may register for sale. Acknowledge any
risks that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless. Cross-reference to more detail on this risk in your Risk Factors discussion.
The Holding Foreign Companies Accountable Act, page 7
8.Revise to explicitly disclose the location of your auditor’s headquarters.
Risks Related to Our Multi-jurisdictional Operations, page 9
9.Here and on page 43, we note the inclusion of references to "multiple jurisdictions" with
respect to disclosure that was previously focused on risks related to the PRC government
in your 20-F for the fiscal year ended December 31, 2022. It is unclear to us that there
have been changes in the regulatory environment in the PRC since your prior annual
report on Form 20-F was filed warranting revised disclosure to mitigate the challenges
you face in the PRC and related disclosures. Please remove the mitigating language and
discuss plainly and directly the risks relating to doing business in China, separate from the
risks you may face in other jurisdictions. Additionally, please revise any other China-
Based Companies risk factors with mitigating language in a similar fashion, such as the
deletion of language on pages 9 and 46-47.
10.Your disclosure about cash transfers from your mainland China subsidiaries to entities
outside of mainland China acknowledges limitations upon transfers, "to the extent cash in
[y]our business is in mainland China." However, your disclosure elsewhere acknowledges
the paid-in capital and the statutory reserve funds of your subsidiaries and the net assets of
the VIE that are held in China. Revise to remove language "to the extent" of cash held in
mainland China to specifically acknowledge such funds and assets.
Cash and Asset Flows Through Our Organization, page 10
11.Revise to disclose your intentions to settle amounts owed under the VIE agreements. Also
disclose whether any dividends or distributions have been made to date by your
subsidiaries and the VIE. In this regard, your disclosure only states that PDD Holdings
Inc. has not declared or paid any cash dividends.
Risk Factors
The PRC government's significant oversight and discretion..., page 47
12.Describe the risk that the Chinese government may intervene or influence your operations
at any time, which could result in a material change in your operations and/or the value of
your securities. Also, given recent statements by the Chinese government indicating an
intent to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers, acknowledge the risk that any such
action could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly decline
or be worthless.

August 27, 2024
Page 4
Information on the Company, page 62
13.Revise to provide a description of the principal markets in which the company competes,
including a breakdown of total revenues by category of activity and geographic market for
each of the last three financial years. Refer to Item 4.B. of Form 20-F.
Directors and Senior Management, page 99
14.Disclose the number of limited partners of your PDD Partnership and whether there is any
particular requirement to maintain a certain number of limited partners of the
Partnership. Elaborate upon how the PDD Partnership helps you "better manage [y]our
business and to carry our [y]our vision, mission and value continuously." Also, clarify
whether the PDD Partnership currently has the ability to appoint executive directors. Your
disclosure on page 100, and elsewhere in the annual report, says that such right has yet to
come into effect and yet you identify Mr. Lei Chen as an executive director and your
disclosure seems to indicate that the current size of the Board would allow for 3 executive
directors to be nominated by the Partnership.
Note 2. Summary of Significant Accounting Policies
(n) Advertising expenditures, page F-20
15.Please revise to disclose advertising expenditures and incentive programs, separately for
each period presented. Refer to ASC 720-35-50-1.
(x) Segment Reporting, page F-23
16.Please provide us with a detailed analysis of how you determined you have one reportable
segment and revise your disclosure as applicable. In doing so, clarify why the Pinduoduo
and Temu platforms do not qualify as separate reportable segments. Refer to ASC 280-10-
50-1 through 50-9. If you are aggregating operating segments tell us how you evaluated
all the criteria in ASC 280-10-50-11 and 12, including how they have similar economic
characteristics.
14. Revenues, page F-35
17.We note you offer a wide range of products on your platforms. Revenues are currently
disaggregated by online marketing service and other and transaction services. Please tell
us your consideration of further disaggregating revenue, including by geographical region,
market or type of customer and sales channel. Refer to ASC 606-10-50-5 and ASC 606-
10-55-89 through 91.
16. Income Taxes, page F-37
18.We note you plan to indefinitely reinvest a majority of the Groups undistributed earnings.
Please disclose the amount of unremitted foreign earnings. Refer to ASC 740-30-50-2b.

August 27, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 7, 2023
Lei Chen
Co-Chief Executive Officer
PDD Holdings Inc.
First Floor, 25 St Stephen’s Green
Dublin 2, D02 XF99
Ireland
Re:PDD Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38591
Dear Lei Chen:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom llp

A Delaware
Limited Liability Partnership

    DIRECT DIAL

    +86-21-61938225

    EMAIL ADDRESS

    YUTING.WU@SKADDEN.COM
    世達國際律師事務所

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November 7, 2023

VIA EDGAR

Ms. Laura McKenzie

Mr. David Plattner

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PDD Holdings Inc.

    Schedule TO-I filed October 26, 2023

    File No. 005-90585

Dear Ms. McKenzie and Mr. Plattner,

On behalf of our client, PDD Holdings Inc. (the
 “Company”), we set forth below the Company’s responses to the comments contained in the letter dated November 3,
2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Schedule TO-I filed by the Company on October 26, 2023 (the “Schedule TO”).

Concurrently with the submission of this letter,
the Company is filing Amendment No. 1 to the Schedule TO (the “Amendment No. 1”) with the Commission.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses thereto. Capitalized terms used but not defined in this letter shall have the
meanings ascribed to such terms in the Amendment No. 1.

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

November 7, 2023

Page 2

Schedule TO-I filed October 26; Put Right Notice

Summary Term Sheet, page 1

 1. We note that the response to “When does the Put Right expire?”
                                            on page 2 states you “will not extend the period Holders have to exercise
                                            the Put Option,” but Section 2.2 on page 5 states you “do not expect
                                            to extend the period Holders have to exercise the Put Option.” Please clarify whether
                                            you may extend the exercise period, and if so, how it could be extended. Refer to Item 4
                                            of Schedule TO and Item 1004(a)(1)(v) of Regulation M-A.

The Company respectfully advises the Staff that the Schedule
TO, including the Put Right Notice filed as an exhibit thereto, was filed in compliance with the offer period requirements of Rule 13e-4
and the Indenture governing the Put Right under the Notes. As a contractual matter, the Company does not have the right to delay the
Repurchase Date under the terms of the Indenture, and the same has been disclosed in Section 2.2 of the Schedule TO. As such, the
Company has no intention to extend the offer period unless required to by law.

In response to the Staff’s comment, the Company has
revised the disclosure in the Amendment No. 1 to state that the Company may extend the period Holders have to exercise the Put Right,
but it does not currently expect to do so unless required to by law, and that if the Company extends the offer period, it will publicly
disclose the new expiration date by filing an amendment to the Schedule TO and/or by issuing a press release.

Source of Funds, page 6

 2. Please disclose the existence of any alternative financing plans
                                            or arrangements in the event the Company does not have the necessary funds to pay the offer
                                            consideration and related fees and expenses. If there are none, so state. See General Instruction
                                            E to Schedule TO, Item 7 of Schedule TO, and Item 1007(b) of Regulation M-A.

In response to the Staff’s comment, the Company has
revised the disclosure in the Amendment No. 1 to state that the Company does not currently have alternative financing plans or arrangements
as it has sufficient cash on hand to pay the total amount of consideration required to repurchase all of the Notes.

General

 3. Please provide a brief statement of the accounting treatment
                                            of the offer, or advise if it is not material. See General Instruction E to Schedule TO, Item
                                            4 of Schedule TO, and Item 1004(a)(1)(xi) of Regulation M-A.

The Company respectfully advises the Staff that the Notes
were issued at par, and that the Put Right has been an integral term of the Notes from the time that the Notes were issued. Pursuant
to the Put Right, each Holder of the Notes has the right to sell, and the Company has the obligation to repurchase, all of such Holder’s
Notes or any portion of the principal thereof that is equal to US$1,000 or an integral multiple thereof at a purchase price equal to
100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid Special Interest, subject to the terms of the
Indenture, the Notes and the Put Right Notice. The Put Right is clearly and closely related to the Notes, and the Put Right is not bifurcated from the Notes when accounting for the
Notes.

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

November 7, 2023

Page 3

The Notes were accounted for as a current liability on the
Company’s consolidated balance sheet as of December 31, 2022 due to the Notes being repurchasable on December 1, 2023
pursuant to the Holders’ exercise of their Put Right. To the extent the Holders validly exercise their Put Right, there will be
a reduction to the Company’s current liabilities in an amount equal to the aggregate purchase price of the repurchased Notes, and
a corresponding reduction of the Company’s cash and cash equivalents. The remaining balance of the Notes will be reclassified as
a non-current liability on the Company’s consolidated balance sheet after the Repurchase Date because the remaining Holders will
no longer be able to exercise the Put Right.

Based on the above, the Company respectfully advises the
Staff that it believes the accounting treatment of the offer is not material, and therefore does not warrant disclosure pursuant to General
Instruction E to Schedule TO, Item 4 of Schedule TO, and Item 1004(a)(1)(xi) of Regulation M-A.

*          *          *

If you have any additional questions or comments
regarding the Schedule TO or the Amendment No. 1, please contact the undersigned at +86 21 6193 8225 or yuting.wu@skadden.com.

    Very truly yours,

    /s/ Yuting Wu

    Yuting Wu

 cc: Jun Liu, Vice President of Finance, PDD Holdings Inc.

                                            Harry Han, Partner, Ernst & Young Hua Ming LLP

United States securities and exchange commission logo
November 3, 2023
Jun Liu
Vice President of Finance
PDD Holdings Inc.
First Floor, 25 St Stephen's Green
Dublin 2, D02 XF99
Ireland
Re:PDD Holdings Inc.
Schedule TO-I filed October 26
File No. 005-90585
Dear Jun Liu:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed October 26; Put Right Notice
Summary Term Sheet, page 1
1.We note that the response to "When does the Put Right expire?" on page 2 states you "will
not extend the period Holders have to exercise the Put Option," but Section 2.2 on page 5
states you "do not expect to extend the period Holders have to exercise the Put Option."
Please clarify whether you may extend the exercise period, and if so, how it could be
extended. Refer to Item 4 of Schedule TO and Item 1004(a)(1)(v) of Regulation M-A.
Source of Funds, page 6
2.Please disclose the existence of any alternative financing plans or arrangements in the
event the Company does not have the necessary funds to pay the offer consideration and
related fees and expenses. If there are none, so state. See General Instruction E to
Schedule TO, Item 7 of Schedule TO, and Item 1007(b) of Regulation M-A.

 FirstName LastNameJun Liu
 Comapany NamePDD Holdings Inc.
 November 3, 2023 Page 2
 FirstName LastName
Jun Liu
PDD Holdings Inc.
November 3, 2023
Page 2
General
3.Please provide a brief statement of the accounting treatment of the offer, or advise if it is
not material. See General Instruction E to Schedule TO, Item 4 of Schedule TO, and Item
1004(a)(1)(xi) of Regulation M-A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

Skadden, Arps, Slate, Meagher & Flom

    DIRECT DIAL

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QUEEN’S ROAD CENTRAL, HONG KONG

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September 27, 2023

VIA EDGAR

Mr. Kyle Wiley

Ms. Jennifer Thompson

Mr. James Giugliano

Mr. Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PDD Holdings Inc.

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Filed April 26, 2023

    File No. 001-38591

Dear Mr. Wiley, Ms. Thompson, Mr. Giugliano and Mr. Phippen,

On behalf of our client, PDD Holdings Inc. (the
 “Company”), we set forth below the Company’s responses to the comments contained in the letter dated September 13,
2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission
on April 26, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and are
followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed
to such terms in the 2022 Form 20-F.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2022

Item 5. Operating and Financial Review and
Prospects

Results of Operations, page 89

 1. In your letters dated August 19, 2022, October 12,
                                            2022 and December 8, 2022 in response to our prior comments on your 20-F for the fiscal
                                            year ended December 31, 2021 (comments 13, 3 and 2, respectively), you noted the number
                                            of active buyers and annual spending per active buyer was disclosed to help investors understand
                                            the magnitude of the period-to-period changes in your results of operations, particularly
                                            revenue. You also undertook to disclose more clearly the relationship between providing more
                                            value-added services to merchants and the increase in average transaction services as a percentage
                                            of GMV. We note your current filing does not disclose GMV, the number of active buyers or
                                            annual spending per active buyer. Accordingly, please expand your disclosure regarding the
                                            results of your operations, and particularly revenue, consistent with your prior response
                                            letters or in another fashion so as to provide further analysis of the changes in your results
                                            of operations between periods consistent with Item 5 of Form 20-F. To the extent you
                                            cite multiple factors impacting the changes between periods, please quantify and disclose
                                            those factors. If those factors are not quantifiable, please tell us how you determined they
                                            are drivers of the changes between periods and your basis for citing them.

In response to the Staff’s comment, the Company recognizes
the need to include disclosures in its 20-F filings that allow investors to analyze changes in revenue. To that end, the Company respectfully
advises the Staff that it generates revenues from transaction services by charging merchants fees for transaction-related services that
the Company provides to the merchants on its platforms. To help investors understand the period-to-period change in revenues from transaction
services, the Company disclosed in the 2022 Form 20-F the number of active merchants on the Company’s platforms and the average
transaction services revenues per active merchant. The change in number of active merchants between periods represents the trend of paying
or potential paying merchant-customers doing business on the Company’s platforms, while the change in average transaction services
revenues per active merchant demonstrates the trend in merchant demand for the value-added services offered by the Company.

The Company is of the view that these two quantifiable factors
are the most direct and relevant drivers of the period-to-period changes in transaction services revenues, as such revenues are directly
collected from active merchant-customers purchasing transaction services on its platforms, and not collected from its users or active
buyers, who are not the direct purchasers of transaction services. By contrast, GMV is the product of the number of annual active buyers
and annual spending per active buyer, and therefore does not directly reflect the underlying business processes that generate transaction
services revenue. As such, the number of active merchants on the Company’s platforms and the average transaction services revenues
per active merchant are the key non-financial metrics that drive changes in transaction services revenue from period to period, and have
more explanatory power with respect to transaction services revenue than GMV.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 3

As was disclosed in the 2022 Form 20-F, the number
of active merchants on the Company’s platforms increased by 13% from 11.5 million in 2021 to 13.0 million in 2022, which demonstrates
the increasing value proposition of the Company to its merchants. Average transaction services revenues per active merchant increased
by 73% from RMB1,230 in 2021 to RMB2,125 in 2022, driven by the increase in merchant demand for more value-added services as a result
of the increased diversity of transactions executed on the Company’s platforms, in terms of consumption scenarios and product categories,
and the growth of the merchants’ businesses.

The Company respectfully submits that these two quantifiable
factors sufficiently explain the period-to-period changes in its revenues from transaction services. The Company respectfully advises
the Staff that it will include additional narrative disclosures to clarify how these two factors impact transaction services revenues
in its subsequent 20-F filings.

More generally, the Company respectfully submits that, in
light of its substantial growth since its IPO and the significant scale that it has achieved, it believes that it has disclosed the financial
and non-financial operating metrics that are the most relevant and material for evaluating the performance of the Company today. In particular,
the Company believes the operating metrics disclosed in its 20-F filings should focus on those that are most relevant to providing context
for its financial results. The Company believes that this disclosure approach would provide investors with the best basis for forming
a value judgment about the Company. In line with this belief, the Company is of the view that operating metrics such as GMV, the number
of annual active buyers and annual spending per active buyer were primarily useful to investors for valuing the Company before it became
profitable in fiscal year 2021, and are no longer the most direct and reliable basis for valuing the Company.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 127

 2. We note your statement that you reviewed your register of members
                                            and the public EDGAR filings made by your shareholders in connection with your required submission
                                            under paragraph (a). Please supplementally describe any additional materials that were reviewed
                                            and tell us whether you relied upon any legal opinions or third party certifications such
                                            as affidavits as the basis for your submission. In your response, please provide a similarly
                                            detailed discussion of the materials reviewed and legal opinions or third party certifications
                                            relied upon in connection with the required disclosures under paragraphs (b)(2) and
                                            (3).

Paragraphs (a) and (b)(3) of Item 16I

In connection with the required submission under paragraph
(a) and the required disclosure under paragraph (b)(3) of Item 16I, the Company respectfully submits that it relied on the
Company’s register of members and the beneficial ownership reports on Schedule 13D and Schedule 13G (as applicable), as amended,
filed by the Company’s major shareholders (collectively, the “Beneficial Ownership Reports”). The Company believes
relying on the foregoing sources of information, and particularly the Beneficial Ownership Reports, is reasonable and sufficient because
its major shareholders are legally obligated to report their beneficial ownership on Schedule 13D and Schedule 13G with the Commission.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 4

Based on the examination of the Company’s register of members
and the Beneficial Ownership Reports, other than the (i) entities affiliated with Mr. Zheng Huang, (ii) entities affiliated with Tencent
Holdings Limited, and (iii) entities affiliated with the PDD Partnership, no shareholder beneficially owned 5% or more of the Company’s
total issued and outstanding ordinary shares as of February 28, 2023. In addition, based on its examination, the Company determined the
following:

 · Entities affiliated with Mr. Zheng Huang, the co-founder of the Company,
beneficially owned 1,409,744,080 Class A ordinary shares of the Company (the “Class A Ordinary Shares”), representing
26.5% of the Company’s total issued and outstanding shares, as of February 28, 2023. The entities affiliated with Mr. Zheng
Huang are owned and controlled by him in his personal capacity.

 · Entities affiliated with Tencent Holdings Limited beneficially owned
783,468,116 Class A Ordinary Shares, representing 14.7% of the Company’s total issued and outstanding shares as of February 28,
2023. Tencent Holdings Limited is a limited liability company incorporated in the Cayman Islands whose shares are listed and publicly
traded on the Hong Kong Stock Exchange. Based on Tencent Holdings Limited’s filings with the Hong Kong Stock Exchange, as well as
other publicly available materials, Tencent Holdings Limited is not reported to be owned or controlled by a governmental entity in mainland
China.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 5

 · Entities affiliated with the PDD Partnership beneficially owned 370,772,220
Class A Ordinary Shares, representing 7.0% of the Company’s total issued and outstanding shares, as of February 28, 2023. The PDD
Partnership is an executive partnership established by the management of the Company to help better manage the Company’s business
and carry out the Company’s vision, mission and value. The entities affiliated with the PDD Partnership are not owned or controlled
by, and the PDD Partnership itself is not controlled by, a governmental entity in mainland China.

Collectively, the entities affiliated with Mr. Zheng Huang, the entities
affiliated with Tencent Holdings Limited, and the entities affiliated with the PDD Partnership collectively held 48.2% of the Company’s
total issued and outstanding ordinary shares as of February 28, 2023. Since no other shareholder, considered with its affiliates, owns
more than 5% of the Company, the Company believes that it is not owned or controlled by a governmental entity in mainland China and that
governmental entities in mainland China do not have a controlling financial interest in the Company.

In addition, as disclosed in the 2022 Form 20-F, the
Company has consolidated foreign operating entities (including subsidiaries, a consolidated variable interest entity (the “VIE”)
and the subsidiaries of the VIE) in its financial statements. Each of the Company’s subsidiaries are 100% wholly owned by the Company.
As to the VIE and the subsidiaries of the VIE, the Company (through its wholly-owned subsidiaries) is the ultimate primary beneficiary
of the VIE. 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 a wholly-owned subsidiary
of the Company, that potentially could be significant to the VIE. The ultimate beneficial owners of the VIE are natural persons, and
all of the subsidiaries of the VIE are 100% wholly owned by the VIE. Therefore, the Company’s consolidated foreign operating entities
are not owned or controlled by a governmental entity in mainland China, and governmental entities in mainland China do not have a controlling
financial interest in any of the Company’s consolidated foreign operating entities.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 6

Paragraph(b)(2) of Item 16I

In connection with the required disclosure under paragraph (b)(2) of
Item 16I, the Company respectfully advises the Staff that, based on its register of members as of February 28, 2023, its shareholders
included: (i) Deutsche Bank Trust Company Americas, (ii) the entities affiliated with Mr. Zheng Huang, (iii) the entities affiliated with
Tencent Holdings Limited, (iv) the entities affiliated with the PDD Partnership, and (v) certain other institutional and individual investors
(the “Other Shareholders”).

Deutsche Bank Trust Company Americas is the depositary of
the Company’s ADS program and acts as the attorney-in-fact for the ADS holders. It would present an undue hardship for the Company
to verify the background of each ADS holder due to the large number of such holders. The Company is only able to rely on the Beneficial
Ownership Reports filed by the beneficial owners of 5% or more of the Company’s securities. Based on these public filings, none
of the holders who own 5% or more of the Company’s shares is owned or controlled by a governmental entity in any of the Relevant
Jurisdictions (as defined below). In addition, based on the Company’s examination of publicly available information about the Other
Shareholders, such as their websites, annual reports and public beneficial ownership filings, none of them is known to the Company to
be, or owned or controlled by, a governmental entity in the Cayman Islands. Therefore, to the best of the Company’s knowledge,
no governmental entities in the Cayman Islands own any share of the Company.

The
Company further submits that the jurisdictions in which its consolidated

United States securities and exchange commission logo
September 13, 2023
Lei Chen
Co-Chief Executive Officer
PDD Holdings Inc.
First Floor, 25 St Stephen’s Green
Dublin 2, D02 XF99
Ireland
Re:PDD Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 26, 2023
File No. 001-38591
Dear Lei Chen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 89
1.In your letters dated August 19, 2022, October 12, 2022 and December 8, 2022 in
response to our prior comments on your 20-F for the fiscal year ended December 31, 2021
(comments 13, 3 and 2, respectively), you noted the number of active buyers and annual
spending per active buyer was disclosed to help investors understand the magnitude of the
period-to-period changes in your results of operations, particularly revenue. You also
undertook to disclose more clearly the relationship between providing more value-added
services to merchants and the increase in average transaction services as a percentage of
GMV.  We note your current filing does not disclose GMV, the number of active buyers
or annual spending per active buyer. Accordingly, please expand your disclosure
regarding the results of your operations, and particularly revenue, consistent with your

 FirstName LastNameLei Chen
 Comapany NamePDD Holdings Inc.
 September 13, 2023 Page 2
 FirstName LastNameLei Chen
PDD Holdings Inc.
September 13, 2023
Page 2
prior response letters or in another fashion so as to provide further analysis of the changes
in your results of operations between periods consistent with Item 5 of Form 20-F. To the
extent you cite multiple factors impacting the changes between periods, please quantify
and disclose those factors. If those factors are not quantifiable, please tell us how you
determined they are drivers of the changes between periods and your basis for citing them.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 127
2.We note your statement that you reviewed your register of members and the public
EDGAR filings made by your shareholders in connection with your required submission
under paragraph (a). Please supplementally describe any additional materials that were
reviewed and tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your submission. In your response, please
provide a similarly detailed discussion of the materials reviewed and legal opinions or
third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).
3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for “PDD Holdings Inc. or the VIE.” We also note that your list of principal subsidiaries
and consolidated variable interest entity in Exhibit 8.1 indicates that you have subsidiaries
in the PRC, Hong Kong and countries outside China that are not included in your VIE.
Please note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameLei Chen
 Comapany NamePDD Holdings Inc.
 September 13, 2023 Page 3
 FirstName LastName
Lei Chen
PDD Holdings Inc.
September 13, 2023
Page 3
            You may contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737
if you have any questions about comments related to your status as a Commission-Identified
Issuer during your most recently completed fiscal year.  Please contact James Giugliano at (202)
551-3319 or Adam Phippen at (202) 551-3336 if you have questions regarding comments on
financial statement related matters or any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 5, 2023
Lei Chen
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
File No. 001-38591
Dear Lei Chen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yuting Wu

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom

  DIRECT
                                            DIAL

+86-21-61938200

EMAIL
ADDRESS

YUTING.WU@SKADDEN.COM

Partners

Geoffrey
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Shu
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Andrew
L. Foster *

Chi
T. Steve Kwok *

Edward
H.P. Lam ♦*

Haiping
Li *

Rory
McAlpine ♦

Jonathan
B. Stone *

Kai
Sun

Paloma
P. Wang

♦
(Also Admitted in England & Wales)

*
(Also Admitted in New York)

  世達國際律師事務所42/F,
                                            EDINBURGH TOWER, THE LANDMARK

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QUEEN’S ROAD CENTRAL, HONG KONG

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TEL:
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TOKYO

TORONTO

            December 8,
2022

VIA EDGAR

Ms. Alyssa Wall

Mr. Dietrich King

Ms. Nasreen Mohammed

Mr. Joel Parker

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Pinduoduo
                                            Inc.

    Form 20-F
                                            for the Fiscal Year Ended December 31, 2021

    Filed
                                            on April 25, 2022 (File No. 001-38591)

Dear Ms. Wall, Mr. King, Ms. Mohammed
and Mr. Parker,

On behalf of our
client, Pinduoduo Inc. (the “Company”), we set forth below the Company’s responses to the comments contained
in the letter dated November 23, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31,
2021 filed with the Commission on April 25, 2022 (the “2021 Form 20-F”). The Staff’s comments are
repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this
letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

December 8, 2022

Page 2

Form 20-F
for the Year Ended December 31, 2021

Financial
Information Related to Our VIE, page 9

 1. We
                                            acknowledge your response to comment 2 and note from your prior response that you did not
                                            present the WFOE column separately because you determined that Pinduoduo Inc. is the primary
                                            beneficiary, not the WFOE. While we do not conclude on your identification of the primary
                                            beneficiary, we believe that, in light of the fact that the WFOE receives the returns from
                                            the VIE, separate presentation of the WFOE in the consolidating schedule would provide investors
                                            with meaningful information about the economic relationship between the VIE and the WFOE,
                                            and the WFOE and its Cayman Islands parent, Pinduoduo Inc. Please revise to present the WFOE
                                            in a separate column, and present intercompany transactions in separate line items.

In response to the Staff’s
comment, the Company respectfully proposes to revise the VIE financial schedules in its future Form 20-F filings per the blacklining
shown below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in
connection with any material developments of the subject matter being disclosed:

“Financial
Information Related to Our the VIE

The
following table presents the condensed consolidating schedule of financial position for (i) Pinduoduo Inc., (ii) Hangzhou
Weimi, a PRC subsidiary of the Company that has entered into contractual arrangements with the VIE, the VIE’s shareholders and,
as applicable, their spouses, (iii) our the VIE and its subsidiaries, and (iv) the Company’s
subsidiaries other than Hangzhou Weimi and other entities as of the dates or for the periods presented.

Selected
Condensed Consolidated Statements of Income Information

    For the
    Year Ended December 31, 2021

    Pinduoduo

    Inc. (Primary

    beneficiary of

    the VIE)
    Subsidiaries

                                            Hangzhou

                                            Weimi*

    VIE and Its

    Subsidiaries
    Other

    Subsidiaries of

    Pinduoduo

    Inc.**
    Eliminations
    Consolidated

    Total

    (RMB in millions)

    Revenues
      —
      2,288,608
      77,877,339
      50,467,506
      (36,683,514 )
      93,949,939

    Total
    costs and operating expenses
      (649,171 )
      (2,273,922 )
      (62,977,072 )
      (57,836,526 )
      36,683,514
      (87,053,177 )

    Share
    of profit from subsidiaries, the VIE and subsidiaries of the VIE
      9,579,738
      —
      —
      —
      (9,579,738 )
      —

    Net
    income / (loss)
      7,768,670
      43,461
      15,169,180
      (5,632,903 )
      (9,579,738 )
      7,768,670

Division
                                            of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

December 8, 2022

Page 3

    For the
    Year Ended December 31, 2020

    Pinduoduo

                                             Inc. (Primary

                                            beneficiary of

                                            the VIE)

    Subsidiaries

                                            Hangzhou

                                            Weimi*

    VIE and Its

    Subsidiaries
    Other

    Subsidiaries of

    Pinduoduo

    Inc.**
    Eliminations
    Consolidated

    Total

    (RMB in millions)

    Revenues
      —
      1,101,213
      51,351,861
      21,614,790
      (14,575,999 )
      59,491,865

    Total
    costs and operating expenses
      (667,210 )
      (1,332,403 )
      (50,118,546 )
      (31,330,030 )
      14,575,999
      (68,872,190 )

    Share
    of profit from subsidiaries, the VIE and subsidiaries of the VIE
      (5,996,484 )
      —
      —
      —
      5,996,484
      —

    Net
    (loss) / income
      (7,179,742 )
      (229,006 )
      2,552,665
      (8,320,143 )
      5,996,484
      (7,179,742 )

    For the
    Year Ended December 31, 2019

    Pinduoduo

                                             Inc. (Primary

                                            beneficiary of

                                            the VIE)

    Subsidiaries

                                            Hangzhou

                                            Weimi*

    VIE and Its

    Subsidiaries
    Other

    Subsidiaries of

    Pinduoduo

    Inc.**
    Eliminations
    Consolidated

    Total

    (RMB in millions)

    Revenues
      —
      1,149,250
      19,875,332
      12,636,410
      (3,519,106 )
      30,141,886

    Total
    costs and operating expenses
      (670,724 )
      (1,059,794 )
      (24,309,403 )
      (16,158,996 )
      3,518,820
      (38,680,097 )

    Share
    of profit from subsidiaries, the VIE and subsidiaries of the VIE
      (6,470,882 )
      —
      —
      —
      6,470,882
      —

    Net
    (loss) / income
      (6,967,603 )
      93,183
      (3,611,656 )
      (2,946,035 )
      6,464,508
      (6,967,603 )

Selected
Condensed Consolidated Balance Sheets Information

    As of
    December 31, 2021

    Pinduoduo

                                             Inc. (Primary

                                            beneficiary of

                                            the VIE)

    Subsidiaries

                                            Hangzhou

                                            Weimi*

    VIE and Its

    Subsidiaries
    Other

    Subsidiaries of

    Pinduoduo

    Inc.**
    Eliminations
    Consolidated

    Total

    (RMB in thousands)

    Current assets:

    Cash
    and cash equivalents
      2,269
      1,033
      2,430,440
      3,992,973
      —
      6,426,715

    Restricted
    cash
      —
      —
      59,402,079
      215,177
      —
      59,617,256

    Short-term
    investments
      —
      —
      12,306,340
      74,210,278
      —
      86,516,618

    Amounts
    due from Group companies(1)
      —
      1,239,992
      40,425,872
      29,829,301
      (71,495,165 )
      —

    Others
      390
      9,393
      6,198,116
      2,140,680
      —
      8,348,579

    Total
    current assets
      2,659
      1,250,418
      120,762,847
      110,388,409
      (71,495,165 )
      160,909,168

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

December 8, 2022

Page 4

    As of December 31, 2021

    Pinduoduo
  Inc. (Primary

 beneficiary of

 the VIE)

    Subsidiaries Hangzhou Weimi*

    VIE and Its
 Subsidiaries
    Other

    Subsidiaries of

    Pinduoduo

     Inc.**
    Eliminations
    Consolidated
 Total

    (RMB in thousands)

    Non-current assets:

    Other non-current assets
      —
      —
      5,300,938
      11,125,028
      —
      16,425,966

    Investments in subsidiaries, our the VIE and its subsidiaries(2)
      86,252,341
      2,000
      —
      1,579,309
      (87,833,650 )
      —

    Others
      674,057
      9,690
      2,581,092
      609,745
      —
      3,874,584

    Total non-current assets
      86,926,398
      11,690
      7,882,030
      13,314,082
      (87,833,650 )
      20,300,550

    Total assets
      86,929,057
      1,262,108
      128,644,877
      123,702,491
      (159,328,815 )
      181,209,718

    Current liabilities:

    Payable to merchants
      —
      —
      61,947,517
      562,197
      —
      62,509,714

    Merchant deposits
      —
      —
      13,360,409
      217,143
      —
      13,577,552

    Amounts due to Group companies(1)
      —
      1,315,756
      27,978,153
      123,501,613
      (152,795,522 )
      —

    Others
      24,607
      191,953
      12,619,600
      4,806,288
      —
      17,642,448

    Total current liabilities
      24,607
      1,507,709
      115,905,679
      129,087,241
      (152,795,522 )
      93,729,714

    Non-current liabilities

    Convertible bonds
      11,788,907
      —
      —
      —
      —
      11,788,907

    Others
      996
      75
      324,285
      251,194
      —
      576,550

    Total non-current liabilities
      11,789,903
      75
      324,285
      251,194
      —
      12,365,457

    Total liabilities
      11,814,510
      1,507,784
      116,229,964
      129,338,435
      (152,795,522 )
      106,095,171

    As of December 31, 2020

    Pinduoduo
  Inc. (Primary

 beneficiary of

 the VIE)

    Subsidiaries Hangzhou Weimi*

    VIE and Its
 Subsidiaries
    Other

    Subsidiaries of

    Pinduoduo

     Inc.**
    Eliminations
    Consolidated
 Total

    (RMB in thousands)

    Current assets:

    Cash and cash equivalents
      6,566
      9,168
      3,593,192
      18,812,263
      —
      22,421,189

    Restricted cash
      —
      45,000
      52,148,852
      228,595
      —
      52,422,447

    Short-term investments
      5,840,247
      —
      7,026,442
      51,684,405
      —
      64,551,094

    Amounts due from Group companies(1)
      —
      999,964
      9,932,418
      14,699,309
      (25,631,691 )
      —

    Others
      359
      38,340
      8,788,524
      1,301,925
      —
      10,129,148

    Total current assets
      5,847,172
      1,092,472
      81,489,428
      86,726,497
      (25,631,691 )
      149,523,878

    Non-current assets:

    Other non-current assets
      —
      5,005
      4,380,476
      2,889,824
      —
      7,275,305

    Investments in subsidiaries, our the and its subsidiaries(2)
      67,814,679
      2,000
      —
      1,616,265
      (69,432,944 )
      —

    Others
      1,276,751
      23,967
      654,790
      153,923
      —
      2,109,431

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

December 8, 2022

Page 5

    As of December 31, 2020

    Pinduoduo
  Inc. (Primary

 beneficiary of

 the VIE)

    Subsidiaries Hangzhou Weimi*

    VIE and Its
 Subsidiaries
    Other

    Subsidiaries of

    Pinduoduo

     Inc.**
    Eliminations
    Consolidated
 Total

    (RMB in thousands)

    Total non-current assets
      69,091,430
      30,972
      5,035,266
      4,660,012
      (69,432,944 )
      9,384,736

    Total assets
      74,938,602
      1,123,444
      86,524,694
      91,386,509
      (95,064,635 )
      158,908,614

    Current liabilities:

    Payable to merchants
      —
      —
      53,417,259
      416,722
      —
      53,833,981

    Merchant deposits
      —
      —
      10,926,319
      —
      —
      10,926,319

    Amounts
    due to Group companies(1)
      —
      1,068,463
      9,759,506
      92,224,226
      (103,052,195 )
      —

    Others
      327,004
      334,083
      14,809,044
      3,651,646
      —
      19,121,777

    Total current liabilities
      327,004
      1,402,546
      88,912,128
      96,292,594
      (103,052,195 )
      83,882,077

    Non-current liabilities

    Convertible bonds
      14,432,792
      —
      —
      —
      —
      14,432,792

    Others
      2,918
      10,034
      366,834
      38,071
      —
      417,857

    Total non-current liabilities
      14,435,710
      10,034
      366,834
      38,071
      —
      14,850,649

    Total liabilities
      14,762,714
      1,412,580
      89,278,962
      96,330,665
      (103,052,195 )
      98,732,726

    As of December 31, 2019

    Pinduoduo
  Inc. (Primary

 beneficiary of

 the VIE)

    Subsidiaries Hangzhou Weimi*

    VIE and Its
 Subsidiaries
    Other

Subsidiaries of

Pinduoduo

 Inc.**
    Eliminations
    Consolidated
 Total

    (RMB in thousands)

    Current assets:

    Cash and cash equivalents
      661,714
      7,360
      2,816,894
      2,282,218
      —
      5,768,186

    Restricted cash
      —
      45,000
      27,528,793
      3,878
      —
      27,577,671

    Short-term investments
      6,157,221
      —
      6,560,665
      22,570,941
      —
      35,288,827

    Amounts due from Group companies(1)
      —
      58,554
      3,337,273
      5,410,374
      (8,806,201 )
      —

    Others
      17,906
      185,001
      3,706,618
      457,254
      —
      4,366,779

    Total current assets
      6,836,841
      295,915
      43,950,243
      30,724,665
      (8,806,201 )
      73,001,463

    Non-current assets:

    Other non-current assets
      —
      5,001
      60,306
      437,813
      —
      503,120

    Investments in subsidiaries, our the VIE and its subsidiaries(2)
      21,053,370
      2,000
      —
      1,728,056
      (22,783,426 )
      —

    Others
      1,994,292
      40,872
      480,602
      36,987
      —
      2,552,753

    Total non-current assets
      23,047,662
      47,873
      540,908
      2,202,856
      (22,783,426 )
      3,055,873

    Total assets
      29,884,503
      343,788
      44,491,151
      32,927,521
      (31,589,627 )
      76,057,336

    Current liabilities:

    Payable to merchants
      —
      —
      29,657,227
      269,261
      —
      29,926,488

    Merchant deposits
      —
      —
      7,840,912
      —
      —
      7,840,912

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

December 8, 2022

Page 6

    As of December 31, 2019

    Pinduoduo
  Inc. (Primary

 beneficiary of

 the VIE)

    Subsidiaries Hangzhou Weimi*

    VIE and Its
 Subsidiaries
    Other

Subsidiaries of

United States securities and exchange commission logo
November 23, 2022
Lei Chen
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Response dated October 12, 2022
File No. 001-38591
Dear Lei Chen:
            We have reviewed your October 12, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 15, 2022 letter.
Form 20-F for the Year Ended December 31, 2021
Financial Information Related to Our VIE, page 9
1.We acknowledge your response to comment 2 and note from your prior response that you
did not present the WFOE column separately because you determined that  Pinduoduo
Inc. is the primary beneficiary, not the WFOE.  While we do not conclude on your
identification of the primary beneficiary, we believe that, in light of the fact that the
WFOE receives the returns from the VIE, separate presentation of the WFOE in the
consolidating schedule would provide investors with meaningful information about the
economic relationship between the VIE and the WFOE, and the WFOE and its Cayman
Islands parent, Pinduoduo Inc.  Please revise to present the WFOE in a separate column,
and present intercompany transactions in separate line items.

 FirstName LastNameLei  Chen
 Comapany NamePinduoduo Inc.
 November 23, 2022 Page 2
 FirstName LastName
Lei  Chen
Pinduoduo Inc.
November 23, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 50
2.We note your response to comment 3 and reissue comment in part.  Please discuss the
impact of pricing changes on your revenues.  For example, you present average
transaction services revenue as a percentage of GMV increased from 0.35% in 2020 to
0.58% in 2021.  Please clarify if the changes in prices attributed to such an increase.
Item 4. Information on the Company
Business Overview
Regulation, page 62
3.We note your response to comment 1.  Please also discuss the regulations applicable to
you in Hong Kong.  Currently, your disclosure discusses the regulations that affect your
business and operations in China, excluding Hong Kong.  Please refer to Item 4(B)(8) of
Form 20-F.
General
4.We note your response to comment 8. Please confirm that in future filings you will
disclose that you do not have cash management policies that dictate how funds are
transferred among the referenced constituents of the company.
            You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yuting Wu

CORRESP
1
filename1.htm

Skadden, Arps,
Slate, Meagher & Flom

    DIRECT DIAL

    +86-21-61938200

    EMAIL ADDRESS

    YUTING.WU@SKADDEN.COM

    Partners

    Geoffrey
    Chan *

    Shu
    Du *

    Andrew
    L. Foster *

    Chi
    T. Steve Kwok *

    Edward
H.P. Lam ¨*

    世達國際律師事務所

    42/F, EDINBURGH
    TOWER, THE LANDMARK

    15
QUEEN’S ROAD CENTRAL, HONG KONG

    TEL: (852) 3740-4700

    FAX: (852) 3740-4727

    www.skadden.com

    AFFILIATE OFFICES

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    Haiping
Li *

Rory
McAlpine ¨

Jonathan
B. Stone *

Kai Sun

Paloma P. Wang

¨
(Also Admitted in England & Wales)

    BEIJING

BRUSSELS

FRANKFURT

LONDON

MUNICH

PARIS

    *
(Also Admitted in New York)

    October 12, 2022

    SÃO
PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

VIA EDGAR

Ms. Alyssa Wall

Mr. Dietrich King

Ms. Nasreen Mohammed

Mr. Joel Parker

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Pinduoduo Inc.

    Form 20-F for the Fiscal Year Ended December 31, 2021

    Filed on April 25, 2022 (File
    No. 001-38591)

Dear Ms. Wall, Mr. King, Ms. Mohammed and Mr. Parker,

On behalf of our client, Pinduoduo Inc. (the “Company”),
we set forth below the Company’s responses to the comments contained in the letter dated September 15, 2022 from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 25, 2022 (the “2021
Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto.
All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 12, 2022

Page
2

Form 20-F for the Fiscal Year Ended December
31, 2021

Introduction, page 1

 1. We note your response to comment 1 and proposed revised future disclosure. In your annual report, please disclose that legal and operational
risks associated with operating in China also apply to your operations in Hong Kong, as PRC regulations that may not be currently applicable
to Hong Kong companies may become applicable given the PRC's oversight of that region. Please also discuss the regulations applicable
to you in the regions in which you operate, such as Hong Kong.

In response to the Staff’s comment, the Company respectfully
proposes to include the following underlined disclosure in the lead-in paragraph of the summary risk factors appearing in “Item
3. Key Information” in its future Form 20-F filings:

“Summary of Risk
Factors

Investing in our
ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment
in our ADSs. Below please find a summary of the principal risks we face, organized under relevant headings. In the event that PRC regulations
become applicable to companies in Hong Kong, the legal and operational risks associated with operating in China, as discussed in “Item
3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry”, may also apply to our operations in
Hong Kong. These risks are discussed more fully in the section titled “Item 3. Key Information—D. Risk Factors.””

The Company also respectfully proposes to include the following
underlined disclosure at the beginning of “Item 3. Key Information—D. Risk Factors” in its future Form 20-F filings:

“D.           Risk
Factors

Investing
in our ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment
in our ADSs. Below please find the principal risks we face, organized under relevant headings. In the event that PRC regulations become
applicable to companies in Hong Kong, the legal and operational risks associated with operating in China, as discussed in “Item
3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry”, may also apply to our operations in
Hong Kong. These risks are discussed more fully in the section titled “Item 3. Key Information—D. Risk Factors.””

The Company’s operations in Hong Kong primarily include ordinary
commercial services to which Hong Kong law and the common law principles thereunder apply. On the basis of the foregoing, the Company
respectfully submits that the regulations discussed under “Item 4. Information on the Company—B. Business Overview—Regulation”
cover the key regulations of the regions in which the Company operates.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 12, 2022

Page
3

Financial Information Related to Our VIE,
page 9

 2. We note your response to comment 9 and reissue the comment in part. It appears from your
disclosures on page 4 and page F-12 that Hangzhou Weimi Network Technology Co., Ltd. is the WFOE that is the primary beneficiary of the
VIE. Please revise your schedules to disaggregate this entity.

The Staff’s comment is duly noted. The Company respectfully
advises the Staff that based on ASC810-10-25-38 and the VIE agreements as described on pages F-13 and F-14 of the 2021 Form 20-F, the
financial statements for the fiscal year ended December 31, 2021 were prepared on the basis that Pinduoduo Inc. is the primary beneficiary
of the VIE under U.S. GAAP.

The consolidation analysis of the VIE is based on the Accounting
Standards Codification (ASC) Topic 810 – Consolidation (“ASC 810”) guidance effective for public entities at
December 31, 2016. As defined in ASC810-10-25-38A, the primary beneficiary of a VIE must have “a. The power to direct the activities
of a VIE that most significantly impact the VIE’s economic performance and b. The obligation to absorb losses of the VIE that could
potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.”
When applying the guidance to the primary beneficiary analysis, the following aspects were taken into consideration:

 1. Pinduoduo Inc. has power over the VIE because Hangzhou Weimi, one of the Company’s wholly-owned subsidiaries (the “WFOE”),
assigned to Pinduoduo Inc. its power over the VIE under the shareholders' voting rights proxy agreement entered into by the WFOE, the
VIE and the shareholders of the VIE.

 2. Pinduoduo Inc. has the right to receive benefits from the VIE pursuant to the exclusive consulting and services agreement entered
into by the WFOE and the VIE. This agreement grants the WFOE—and therefore Pinduoduo Inc. in its capacity as the WFOE’s ultimate
shareholder—the right to receive substantially all of the profits from the VIE.

As a result, the Company respectfully submits that Pinduoduo
Inc. is the primary beneficiary from an accounting perspective under U.S. GAAP, whereas the WFOE is not.

The Company further respectfully advises the Staff that the
disclosure on pages 4 and page F-12 of the 2021 Form 20-F sets forth the organizational structure of the Company, and was not intended
to introduce the concept of the primary beneficiary of the VIE, which entails detailed analysis under the accounting principles presented
above and in the Company’s response to comment #9 of the Staff’s letter dated July 15, 2022. To eliminate any potential confusion,
the Company proposes to, in its future Form 20-F filings, revise the disclosure on the referenced pages per the blacklining shown below
(with deletions shown in strikethrough and additions in underline):

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 12, 2022

Page
4

Page 4 of the 2021 Form 20-F

“(1) Messrs. Lei Chen and
Jianchong Zhu hold 86.6% and 13.4% equity interests in Hangzhou Aimi, respectively. They are employees of our company and have entered
into a series of contractual arrangements with Hangzhou Weimi Network Technology Co., Ltd., or Hangzhou Weimi, pursuant to which we
have the Company has control over and are is the primary beneficiary of Hangzhou Aimi under U.S.
GAAP.”

Page F-13 of the 2021 Form 20-F

“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, as the primary beneficiary, consolidates the VIE in accordance
with SEC Regulation SX-3A-02 and ASC810-10, Consolidation: Overall.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 12, 2022

Page
5

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Results of Operations, page 88

 3. We note your response to comment 13 and reissue the comment in part. To enhance a reader's understanding of the material fluctuations
in your revenues, please further explain the extent to which material changes in revenues is due to changes in volume (active buyers,
merchants) and separately due to changes in prices. Please also provide a discussion of any known trends or uncertainties that you reasonably
expect will have a material impact on future operating results. This could include trends related to active buyers, merchants, product
offerings growth or uncertainties. Please refer to Item 303(a) and (b) of Regulation S-K.

The
Company respectfully submits that its transaction service fee rates are not fixed but vary based on a number of factors, including
the category of the goods sold, the sellers’ transaction performance, and the attribution of the consumption scenarios, among others.
The Company’s GMV in 2019, 2020 and 2021 was RMB1,006.6 billion, RMB1,667.6 billion and RMB2,441.0 billion, respectively. The Company’s
average transaction service fee rates, calculated based on transaction services revenue as a percentage of GMV, were 0.33%, 0.35% and
0.58%, respectively, in 2019, 2020 and 2021.

The
Company respectfully advises the Staff that its online marketing service revenues result from spontaneous decisions made by the millions
of merchants on the Company’s platform based on different marketing opportunities. Whether merchants decide to acquire online
marketing services is primarily attributable to the correlated factors set out in the 2021 Form 20-F and the Company’s response
to comment 13 of the Staff’s letter dated July 15, 2022, and it is impracticable to attribute the growth in online marketing services
revenue to changes in volume and prices, respectively. To help investors understand the magnitude of the period-to-period changes in each
of the factors, the Company has disclosed the number of its active merchants (see pages 19, 58, 59 and 83 of the 2021 Form 20-F), the
number of its active buyers (see pages 13 and 58 of the 2021 Form 20-F), and the annual spending per active buyer (see page 83 of the
2021 Form 20-F).

When the Company prepared its 2021 Form 20-F, it was not
aware of any material known trends that would have a material impact on its future operations (except for uncertainties associated with
global macroeconomic environment and the impact of COVID, among other things, that were disclosed in the risk factors and elsewhere in
the 2021 Form 20-F). In future filings, the Company undertakes to provide more discussions on material trends and uncertainties on these
factors to the extent known and foreseeable.

Consolidated Financial Statement

2. Summary of Significant Accounting Policies

(q) Research and development expenses, page F-23, page F-23

 4. We note your response to comment 15. Please explain to us how you determined that depreciation related to product improvements qualifies
as research and development. Refer to ASC 730-10-55-2(d).

The Company respectfully advises the Staff that the procured
servers and computing equipment are used in research and development (“R&D”) activities, which involve
discovery of new knowledge, application of new findings, and design of new analytical tools and features in its mobile app. The Company
respectfully submits that its R&D activities are of the type contemplated by ASC 730-10-55-1(a)&(b)&(c)&(d) &(e). In
particular, the Company’s R&D activities include but are not limited to the following:

 · Researching new knowledge in areas such as machine learning and natural language processing to develop new analytical tools;

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 12, 2022

Page
6

 · Designing and applying a more advanced database system to support the increasing volume and complexity
of transactions on the Company’s platform;

 · Developing new algorithms to perform analysis and provide personalization experience for users; and

 · Launching of various innovative features to provide interactive and fun shopping experience.

For example, the Company leveraged its latest research findings
about machine learning and natural language processing to develop a new recommendation and search engine that is tailored for e-commerce
uses. Compared with the previous version, which had certain limits on its data processing capabilities, this new engine can process a
massive volume of information in real time, perform multi-dimensional analysis, develop a robust understanding of personalized
user demand, and deliver shopping recommendations that accurately match specific user interests. As a result, we believe the user experience
on the Company’s platform has been significantly improved through the applications of the Company’s research findings. In
addition, through its R&D capabilities, the Company continues to expand the interactive features of its mobile
app, such as by adding engaging in-app gamification features and short video features, among others. These features significantly
improve the engagement and retention of the Company’s users. On the basis of the foregoing, the Company respectfully
submits that its R&D activities are of the same nature as those described in ASC 730-10-55-1 rather than “routine,
ongoing efforts to refine, enrich or otherwise improve upon the qualities of an existing product” as described in ASC 730-10-55-2(d).

General

 5. Please revise to name your PRC counsel where you state that your position is based on the advice of your PRC counsel.

The Staff’s comment is duly noted. The Company undertakes
to revise the disclosure in its future Form 20-F filings to name its PRC counsel wherever it states that its position is based on the
advice of its PRC counsel.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 12, 2022

Page 7

 6. When discussing the Holding Foreign Compani

CORRESP
1
filename1.htm

Skadden, Arps, Slate, Meagher & Flom

    DIRECT DIAL

    +86-21-61938200

    EMAIL ADDRESS

    YUTING.WU@SKADDEN.COM

    Partners

    Geoffrey
    Chan *

    Shu Du
    *

    Andrew
    L. Foster *

    Chi T.
    Steve Kwok *

    Edward
    H.P. Lam ¨*

    Haiping
    Li *

    Rory McAlpine
    ¨

    Jonathan
    B. Stone *

    Kai Sun

    Paloma
    P. Wang

    ¨
    (Also Admitted in England & Wales)

    *
    (Also Admitted in New York)

    世達國際律師事務所

    42/F,
    EDINBURGH TOWER, THE LANDMARK

    15
QUEEN’S ROAD CENTRAL, HONG KONG

    ________

    TEL: (852) 3740-4700

    FAX: (852) 3740-4727

    www.skadden.com

    AFFILIATE OFFICES

________

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON,
    D.C.

    WILMINGTON

    ________

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

September 20, 2022

VIA EDGAR

Ms. Alyssa Wall

Mr. Dietrich King

Ms. Nasreen Mohammed

Mr. Joel Parker

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Pinduoduo Inc.

Form 20-F for the Fiscal Year Ended December
31, 2021

  Filed on April 25, 2022 (File No. 001-38591)

Dear Ms. Wall, Mr. King, Ms. Mohammed and Mr. Parker,

We write on behalf of our
client, Pinduoduo Inc. (the “Company”). The Company has received the letter dated September 15, 2022 (the “Letter”)
from the staff of the Securities and Exchange Commission regarding the Company’s annual report on Form 20-F for the fiscal year
ended December 31, 2021 (the “2021 Form 20-F”). The Company respectfully requests an extension to the deadline for
responding to the Letter due to the additional time required to gather sufficient information and prepare a thorough response. The Company
will provide its response to the Letter via EDGAR as soon as possible, and in any event no later than October 14, 2022.

If you have any additional
questions or comments regarding the 2021 Form 20-F, please contact the undersigned at +86 21 6193 8225 or yuting.wu@skadden.com.

    Very truly yours,

    /s/ Yuting Wu

    Yuting Wu

 cc: Lei Chen, Chairman of the Board of Directors and Chief Executive Officer

Jianchong Zhu, General Counsel, Pinduoduo Inc.

Franky Liu, Partner, Ernst & Young Hua Ming LLP

    2

United States securities and exchange commission logo
September 15, 2022
Lei Chen
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Response dated August 22, 2022
File No. 001-38591
Dear Mr. Chen:
            We have reviewed your August 22, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 15, 2022 letter.
Form 20-F for the Year Ended December 31, 2021
Introduction, page 1
1.We note your response to comment 1 and proposed revised future disclosure.  In your
annual report, please disclose that legal and operational risks associated with operating in
China also apply to your operations in Hong Kong, as PRC regulations that may not be
currently applicable to Hong Kong companies may become applicable given the PRC's
oversight of that region.  Please also discuss the regulations applicable to you in the
regions in which you operate, such as Hong Kong.
Financial Information Related to Our VIE, page 9
2.We note your response to comment 9 and reissue the comment in part.  It appears from

 FirstName LastNameLei  Chen
 Comapany NamePinduoduo Inc.
 September 15, 2022 Page 2
 FirstName LastNameLei  Chen
Pinduoduo Inc.
September 15, 2022
Page 2
your disclosures on page 4 and page F-12 that Hangzhou Weimi Network Technology
Co., Ltd. is the WFOE that is the primary beneficiary of the VIE.  Please revise your
schedules to disaggregate this entity.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 88
3.We note your response to comment 13 and reissue the comment in part.  To enhance a
reader's understanding of the material fluctuations in your revenues, please further explain
the extent to which material changes in revenues is due to changes in volume (active
buyers, merchants) and separately due to changes in prices.  Please also provide a
discussion of any known trends or uncertainties that you reasonably expect will have a
material impact on future operating results. This could include trends related to active
buyers, merchants, product offerings growth or uncertainties. Please refer to Item 303(a)
and (b) of Regulation S-K.
Consolidated Financial Statement
2. Summary of Significant Accounting Policies
(q) Research and development expenses, page F-23, page F-23
4.We note your response to comment 15.  Please explain to us how you determined that
depreciation related to product improvements qualifies as research and development.
Refer to ASC 730-10-55-2(d).
General
5.Please revise to name your PRC counsel where you state that your position is based on the
advice of your PRC counsel.
6.When discussing the Holding Foreign Companies Accountable Act, please update your
factual disclosure throughout your filing to discuss the fact that on August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China, taking the first step toward opening access for the PCAOB to
inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.
7.We note your response to comment 7 and proposed revised future disclosure.  Please
expand your discussion in Item 3, the summary risk factors, and risk factors sections to
include the risk that, to the extent cash in the business is in the PRC or a PRC entity, the
funds may not be available to fund operations or for other use outside of the PRC due to
interventions in or the imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the consolidated VIE by the PRC government to transfer cash beyond
PRC government controls on currency conversion.
8.To the extent you have cash management policies that dictate how funds are transferred

 FirstName LastNameLei  Chen
 Comapany NamePinduoduo Inc.
 September 15, 2022 Page 3
 FirstName LastName
Lei  Chen
Pinduoduo Inc.
September 15, 2022
Page 3
between you, your subsidiaries, the consolidated VIE or investors, summarize the policies
and disclose the source of such policies (e.g. whether they are contractual in nature,
pursuant to regulations, etc.); alternatively, state that you have no such cash management
policies that dictate how funds are transferred.
            You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yuting Wu

CORRESP
1
filename1.htm

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Partners

Geoffrey
Chan *

Shu
Du *

Andrew
L. Foster *

Chi
T. Steve Kwok *

Edward
H.P. Lam ♦*

Haiping
Li *

Rory
McAlpine ♦

Jonathan
B. Stone *

Kai Sun

Paloma P. Wang

♦ (Also Admitted in England &
Wales)

* (Also Admitted in New York)

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SÃO PAULO

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TOKYO

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August 19, 2022

VIA EDGAR

Ms. Alyssa Wall

Mr. Dietrich King

Ms. Nasreen Mohammed

Mr. Joel Parker

Division of Corporation Finance

Office of Trade and Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Pinduoduo Inc.

    Form 20-F for the Fiscal Year Ended December 31,
2021

    Filed on April 25, 2022 (File No. 001-38591)

Dear Ms. Wall, Mr. King, Ms. Mohammed and Mr. Parker,

On behalf of our client, Pinduoduo Inc. (the “Company”),
we set forth below the Company’s responses to the comments contained in the letter dated July 15, 2022 from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 25, 2022 (the
 “2021 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s
responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2021
Form 20-F.

    Page 1

Form 20-F for the Fiscal Year Ended
December 31, 2021

Introduction, page 1

 1. Please clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout
the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting
the business operations. Please do not use terms such as “we” or “our” when describing activities or functions
of a VIE (i.e. “our VIE”). For example, disclose, if true, that your subsidiaries and/or the VIE conduct operations in China,
that the VIE is consolidated for accounting purposes but is not an entity in which you own equity, and that the holding company does not
conduct operations. Please disclose clearly the entity (including the domicile) in which public investors hold equity interests. Finally,
in the defined terms on page 1, please revise your definition of “China” and the “PRC” to include Hong Kong
and Macau.

In response to the Staff’s comment, the Company respectfully
proposes to revise the defined terms used in its future Form 20-F filings per the blacklining shown below (with deletions shown in
strikethrough and additions in underline). The Company also undertakes to refrain from using terms such as “we” or “our”
when describing activities or functions of a VIE, and will revise its disclosures accordingly in its future Form 20-F filings.

“INTRODUCTION

Unless otherwise indicated
or the context otherwise requires, references in this annual report to:

[…]

•               “Pinduoduo,”
 “we,” “us,” “our company,” “the Company,” and “our” are to Pinduoduo Inc.,
our Cayman Islands holding company, its direct and indirect subsidiaries, and, in the context of describing our operations and
consolidated financial information, the VIE (as defined below) our consolidated affiliated entities in China, including
Hangzhou Aimi Network Technology Co., Ltd., or Hangzhou Aimi, which we refer to as our variable interest entity or VIE in this annual
report, and its subsidiaries, including but not limited to Shanghai Xunmeng Information Technology Co., Ltd., or Shanghai Xunmeng;

[…]

•               “VIE”
is to Hangzhou Aimi Network Technology Co., Ltd., or Hangzhou Aimi, a PRC entity in which we do not have equity interests but whose
financial results are consolidated into our consolidated financial statements in accordance with U.S. GAAP;”

Additionally, in response to the Staff’s comment, the
Company respectfully proposes to revise the relevant disclosure in Item 3 of its future Form 20-F filings per the blacklining shown
below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection
with any material developments of the subject matter being disclosed:

    Page 2

“Our Holding Company Structure
and Contractual Arrangements with Our the VIE

[…]

Holders of our
ADSs hold equity interests in Pinduoduo Inc.,  is  a Cayman Islands holding company. It that
does not operate conduct operations directly in China,. nor does it have any equity
ownership in our VIE or our VIE’s subsidiaries. We Instead, we conduct our operations in China through (i) our
PRC subsidiaries, (ii) our the VIE with which we have maintained contractual arrangements,
and (iii) the subsidiaries of our the VIE. We do not have any equity ownership in the VIE or its subsidiaries.
We only maintain contractual arrangements with the VIE which allows us to consolidate the financial results of the VIE and its subsidiaries
into our consolidated financial statements in accordance with U.S. GAAP. Holders of our ADSs therefore do not have direct or indirect
equity interests in the VIE and its subsidiaries.”

Finally, the Staff’s comment to revise the definition
of “China” and the “PRC” to include Hong Kong and Macau is duly noted. The Company respectfully advises the Staff
that the terms “China” and “PRC” are intentionally defined, solely for purposes of the Company’s annual
reports on Form 20-F and its other disclosure documents, to exclude Hong Kong and Macau, as the Company’s operating metrics
and disclosure about China-specific laws and regulations are not intended to include Hong Kong and Macau. Such definitions are based on
established disclosure conventions that have been adopted by most China-based foreign private issuers. While both Hong Kong and Macau
are parts of China, the legal systems, tax regulations and foreign exchange policies of these special administrative regions are significantly
different from those of mainland China under the principle of “one country, two systems.” Mingling the disclosures of these
two special administrative regions with those of mainland China would prove to be unduly burdensome. Thus, the Company respectfully submits
that it is prudent to keep the referenced definition as-is in order to ensure the accuracy, consistency and concision of its disclosures.

Part I

Item 3. Key Information, page 3

 2. We note your disclosure that the Cayman Islands holding company controls and receives the economic benefits of the VIE’s
business operations through contractual agreements between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those agreements
are designed to provide your WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess
as the principal equity holder of the VIE. We also note your disclosure that the Cayman Islands holding company is the primary beneficiary
of the VIE. However, neither the investors in the holding company nor the holding company itself have an equity ownership in, direct foreign
investment in, or control of, through such ownership or investment, the VIE. Accordingly, please refrain from implying that the contractual
agreements are equivalent to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because
of the VIE should be limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP.
Additionally, your disclosure should clarify that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose,
if true, that the VIE agreements have not been tested in a court of law.

    Page 3

The Staff’s comment is duly noted. The Company undertakes
to thoroughly review and revise the disclosure in its future Form 20-F filings to refrain from implying that the contractual agreements
are equivalent to equity ownership in the business of the VIE, limit references to control or benefits that accrue to the Company because
of the VIE to a clear description of the conditions have been satisfied for consolidation of the VIE under U.S. GAAP, and clarify that
the Company is the primary beneficiary of the VIE for accounting purposes. Additionally, the Company respectfully advises the Staff to
refer to the Company’s responses to comments #3 and #10 below, wherein the Company has proposed revised disclosure stating that
the legality and enforceability of its contractual arrangements, as a whole, have not been tested in any PRC court.

 3. We note your disclosure that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted
by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China. Please disclose that this
structure involves unique risks to investors. If true, disclose that these contracts have not been tested in court. Explain whether the
VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct
foreign investment in the operating companies, and disclose that investors may never hold equity interests in the Chinese operating company.
Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or a material change in the value of your securities, including that it could cause the value of such securities
to significantly decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.

In response to the Staff’s comment, the Company respectfully
proposes to revise the relevant disclosure in Item 3 of its future Form 20-F filings per the blacklining shown below (with deletions
shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material
developments of the subject matter being disclosed:

“Our Holding Company Structure
and Contractual Arrangements with Our the VIE

[…]

Holders of our
ADSs hold equity interests in Pinduoduo Inc.,  is  a Cayman Islands holding company. It that
does not operate conduct operations directly in China,. nor does it have any equity
ownership in our VIE or our VIE’s subsidiaries. We Instead, we conduct our operations in China through (i) our
PRC subsidiaries, (ii) our the VIE with which we have maintained contractual arrangements,
and (iii) the subsidiaries of our the VIE. We do not have any equity ownership in the VIE or its subsidiaries.
We only maintain contractual arrangements with the VIE which allows us to consolidate the financial results of the VIE and its subsidiaries
into our consolidated financial statements in accordance with U.S. GAAP. Holders of our ADSs therefore do not have direct or indirect
equity interests in the VIE and its subsidiaries.

    Page 4

The VIE structure
allows foreign investors to have exposure to China-based operating companies that are subject to restrictions on direct foreign investment
under Chinese law. In particular, PRC laws and regulations restrict and impose conditions on foreign investment in value-added telecommunications
services business, such as internet content-related services and online data processing and transaction processing services. Accordingly,
we operate these businesses in China through our the VIE and its subsidiaries, and rely on contractual arrangements
among Hangzhou Weimi (one of our PRC subsidiaries), our the VIE and its shareholders to control direct
the business operations of our the VIE and its subsidiaries. Revenues contributed by our VIE and its subsidiaries
accounted for 58.5%, 65.1% and 59.3% of our total revenues for 2019, 2020 and 2021, respectively. Our The VIE was established
in April 2015 and holds the value-added telecommunication business operation license, or the VATS License, covering online data processing
and transaction processing business (operating e-commerce) and internet content-related services. Shanghai Xunmeng was established in
January 2014 and holds the VATS License covering (i) online data processing and transaction processing business (operating e-commerce),
(ii) internet content-related services, (iii) domestic call center business, and (iv) information services.

Holders of
our ADSs hold equity interest in Pinduoduo Inc., our Cayman Islands holding company, and do not have direct or indirect equity interest
in our VIE and its subsidiaries. A The VIE structure consists of a series of contractual arrangements, including a shareholders’
voting rights proxy agreement, equity pledge agreement, spousal consent letter, exclusive consulting and services agreement and exclusive
option agreement, that have been entered into by and among Hangzhou Weimi, our the VIE, our the
VIE’s shareholders and, as applicable, their spouses. As a result of the contractual arrangements, we have effective control
over are able to direct the activities of and derive economic benefits from the VIE. We and are considered
the primary beneficiary of our the VIE and its subsidiaries for accounting purposes, and we have consolidated
their financial results in our consolidated financial statements. Revenues contributed by the VIE and its subsidiaries accounted for
58.5%, 65.1% and 59.3% of our total revenues for 2019, 2020 and 2021, respectively. For more details of these contractual arrangements,
see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Our the
VIE and Its Shareholders.”

    Page 5

However, the use
of these contractual arrangements involves unique risks to investors. The contractual arrangements may not be as effective
as do not, and may never, provide holders of our ADSs with direct or indirect equity ownership in providing
us with control over our the VIE and its subsidiaries. Although the contractual arrangements enable us to direct the
activities of and derive economic benefits from the VIE, any control that we have over, as well as any economic benefits that we may derive
from, the VIE depends on the enforceability of the contractual arrangements that we have entered into with the VIE and its shareholders.
Although our PRC legal counsel has advised us that these contractual arrangements are legal, valid, binding and enforceable in accordance
with their terms and applicable PRC laws and regulations, they have also advised us that there are uncertainties under PRC laws and regulations
regarding the enforceability of the whole or any part of our contractual arrangements with the VIE. As of the date of this annual report,
the legality and enforceability of these contractual arrangements, as a whole, have not been tested in any PRC court. There is no guarantee
that these contractual arrangements, as a whole, would be enforceable if they were tested in a PRC court, and we may incur substantial
costs to enforce the terms of the arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
Structure—We rely on contractual arrangements with our the VIE and its shareholders for a large portion
of our business operations, which may not be as effective as direct ownership in providing operational control” and “Item
3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—The shareholders of our the
VIE may have potential conflicts

CORRESP
1
filename1.htm

Skadden, Arps, Slate, Meagher
 & Flom

  Partners

Geoffrey
Chan *

Shu
Du *

Andrew
L. Foster *

Chi
T. Steve Kwok *

Edward
H.P. Lam ¨*

Haiping
Li *

Rory
McAlpine ¨

Jonathan
B. Stone *

Kai Sun

Paloma P. Wang

¨
(Also Admitted in England & Wales)

*
(Also Admitted in New York)

                         42/F, EDINBURGH
TOWER, THE LANDMARK

15
QUEEN’S ROAD CENTRAL, HONG KONG

________

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

  AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

July 19, 2022

VIA EDGAR

Ms. Alyssa Wall

Mr. Dietrich King

Ms. Nasreen Mohammed

Mr. Joel Parker

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Pinduoduo Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2021

    Filed on April 25, 2022 (File No. 001-38591)

Dear Ms. Wall, Mr. King, Ms. Mohammed and Mr. Parker,

We write on behalf of
our client, the Company. The Company has received the letter dated July 15, 2022 (the “Letter”) from the staff of
the Securities and Exchange Commission regarding the Company’s annual report on Form 20-F for the fiscal year ended December
31, 2021 (the “2021 Form 20-F”). The Company respectfully requests an extension to the deadline for responding to
the Letter due to the additional time required to gather sufficient information and prepare a thorough response. The Company will
provide its response to the Letter via EDGAR as soon as possible, and in any event no later than August 19, 2022.

If you have any
additional questions or comments regarding the 2021 Form 20-F, please contact the undersigned at +86 21 6193 8255 or
yuting.wu@skadden.com.

    Very truly yours,

    /s/ Yuting Wu

    Yuting Wu

cc:
Lei Chen, Chairman of the Board of Directors and Chief Executive Officer

Jianchong Zhu, General Counsel, Pinduoduo Inc.

Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Franky Liu, Partner, Ernst & Young Hua Ming LLP

United States securities and exchange commission logo
July 15, 2022
Lei Chen
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
File No. 001-38591
Dear Mr. Chen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2021
Introduction, page 1
1.Please clearly disclose how you will refer to the holding company, subsidiaries, and VIEs
when providing the disclosure throughout the document so that it is clear to investors
which entity the disclosure is referencing and which subsidiaries or entities are conducting
the business operations.  Please do not use terms such as “we” or “our” when describing
activities or functions of a VIE (i.e. "our VIE").  For example, disclose, if true, that your
subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations.  Please disclose clearly the entity (including the
domicile) in which public investors hold equity interests. Finally, in the defined terms on
page 1, please revise your definition of “China” and the “PRC” to include Hong Kong and
Macau.

 FirstName LastNameLei  Chen
 Comapany NamePinduoduo Inc.
 July 15, 2022 Page 2
 FirstName LastName
Lei  Chen
Pinduoduo Inc.
July 15, 2022
Page 2
Part I
Item 3. Key Information, page 3
2.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE.  We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIE.  However, neither the investors in the holding company
nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIE.  Accordingly, please refrain
from implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE.  Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP.  Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes.  Please also
disclose, if true, that the VIE agreements have not been tested in a court of law.
3.We note your disclosure that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your subsidiaries and through
contractual arrangements with a variable interest entity (VIE) based in China.  Please
disclose that this structure involves unique risks to investors.  If true, disclose that these
contracts have not been tested in court.  Explain whether the VIE structure is used to
provide investors with exposure to foreign investment in China-based companies where
Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never hold equity interests in the Chinese operating company.  Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless.  Provide a cross-reference to
your detailed discussion of risks facing the company and the offering as a result of this
structure.
4.We note your disclosure about the legal and operational risks associated with being based
in or having the majority of the company’s operations in China. Please revise your
disclosure to make clear whether these risks could result in a material change the value of
the securities or could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities and data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange. Finally, please disclose that your auditor is subject to the

 FirstName LastNameLei  Chen
 Comapany NamePinduoduo Inc.
 July 15, 2022 Page 3
 FirstName LastNameLei  Chen
Pinduoduo Inc.
July 15, 2022
Page 3
determinations announced by the PCAOB on December 16, 2021 and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company.
5.We note your disclosure that under PRC laws and regulations effective as of the date of
the annual report, none of you, your PRC subsidiaries, the VIE or its subsidiaries, is
required to go through a review by the CAC or obtain other permissions from other
governmental agencies. Please discuss how you came to that conclusion, why that is the
case, and the basis on which you made that determination.
6.We note your disclosure regarding the Holding Foreign Companies Accountable Act
("HFCAA"). Please revise to also discuss the Accelerating HFCAA.
7.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC or a PRC entity, the
funds may not be available to fund operations or for other use outside of the PRC due to
interventions in or the imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the consolidated VIEs by the PRC government to transfer cash. Please
provide cross-references to these other discussions.
8.We note your summary risk factors and disclosure of risks related to doing business in
China. Please revise to include cross-references to the relevant individual detailed risk
factors in that section.
Financial Information Related to Our VIE, page 9
9.Please revise your schedules to disaggregate the WFOEs that are the primary beneficiary
of the VIEs.  In addition, please revise your income information to present major line
items, such as costs of revenues and share of results from subsidiaries, the VIE and
subsidiaries of the VIE, and subtotals.
D. Risk Factors, page 13
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, the
securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
11.We note your disclosure regarding the Chinese government's significant oversight and
discretion over the conduct of your business. Given recent statements by the Chinese
government indicating an intent to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers, acknowledge the
risk that any such action could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

 FirstName LastNameLei  Chen
 Comapany NamePinduoduo Inc.
 July 15, 2022 Page 4
 FirstName LastName
Lei  Chen
Pinduoduo Inc.
July 15, 2022
Page 4
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 88
13.Your discussion of online marketing services revenues identifies multiple factors for
material changes in your revenues without quantifying the impact of each.  For each
period discussed, please quantify the change for each of the factors that you cite. In
addition, you attribute the increase in transaction services revenue in 2021 to increases in
GMV. The increase in transaction services revenue was 144% while the increase in GMV
was 46% for the period. Please further explain the increase in transaction services revenue
and quantify each factor cited. Refer to Item 303(b) of Regulation S-K.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
1. Organization, page F-12
14.On page F-17, you state that 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.  Please revise to
quantify the registered capital and the PRC statutory reserves.
2. Summary of Significant Accounting Policies
(q) Research and development expenses, page F-23
15.Please explain to us why 85% of your depreciation expense and 49% of your share-based
compensation have been allocated to research and development expense and detail how
such costs qualify as research and development activities.  Refer to ASC 730.

 FirstName LastNameLei  Chen
 Comapany NamePinduoduo Inc.
 July 15, 2022 Page 5
 FirstName LastName
Lei  Chen
Pinduoduo Inc.
July 15, 2022
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
December 15, 2020
Lei Chen
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed April 24, 2020
File No. 001-38591
Dear Mr. Chen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

SHU DU *

ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

JONATHAN B. STONE *

PALOMA P. WANG

¨ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO   (CALIFORNIA)

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

December 14, 2020

VIA EDGAR

Adam Phippen

Scott Stringer

Division of Corporation Finance

Office of Consumer Products

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Pinduoduo   Inc.
    Form 20-F for Fiscal Year Ended December 31,   2019
    Filed on April 24, 2020
    File No. 001-38591

Dear Mr. Phippen and Ms. Stringer:

On behalf of our client, Pinduoduo Inc. (the “Company”), we set forth the below responses to the comments contained in the letter dated December 10, 2020 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2019 (the “2019 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2019 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2019

Item 15. Controls and Procedures, page 136

1.                                      Item 307 of Regulation S-K requires you to disclose the conclusions of the your principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of your disclosure controls and procedures. Please confirm that Mr. Huang served as both principal executive officer and principal financial officer when evaluating and concluding effectiveness. If not, please advise how you have met the requirements of Item 307 of Regulation S-K.

In response to the Staff’s comment, the Company confirms that Mr. Huang served as the principal executive officer and performed the functions of the principal financial officer when evaluating and concluding the effectiveness of the Company’s disclosure controls and procedures with respect to Item 15 of 2019 Form 20-F in accordance with Item 307 of Regulation S-K.

Item 19. Exhibits

Exhibits 12.1 and 12.2, page 139

2.                                      Mr. Huang’s title in both Exhibits 12.1 and 12.2 is Chief Executive Officer. Please confirm that Mr. Huang served as both principal executive officer and principal financial officer at the time the certifications were signed. If not, please amend to file a certification for the principal financial officer.

In response to the Staff’s comment, the Company confirms that Mr. Huang served as the principal executive officer and performed the functions of the principal financial officer at the time the referenced certifications were signed.

*          *          *

2

If you have any additional questions or comments regarding the 2019 20-F, please do not hesitate to contact the undersigned by phone at +852 3740 4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

cc:                                Lei Chen, Chief Executive Officer, Pinduoduo Inc.

Henry Song, Partner, Ernst & Young Hua Ming LLP

United States securities and exchange commission logo
December 10, 2020
Lei Chen
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed April 24, 2020
File No. 001-38591
Dear Mr. Chen:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2019
Item 15. Controls and Procedures, page 136
1.Item 307 of Regulation S-K requires you to disclose the conclusions of the your principal
executive and principal financial officers, or persons performing similar functions,
regarding the effectiveness of your disclosure controls and procedures.  Please confirm
that Mr. Huang served as both principal executive officer and principal financial officer
when evaluating and concluding effectiveness.  If not, please advise how you have met the
requirements of Item 307 of Regulation S-K.
Item 19. Exhibits
Exhibits 12.1 and 12.2, page 139
2.Mr. Huang's title in both Exhibits 12.1 and 12.2 is Chief Executive Officer.  Please
confirm that Mr. Huang served as both principal executive officer and principal financial

 FirstName LastNameLei Chen
 Comapany NamePinduoduo Inc.
 December 10, 2020 Page 2
 FirstName LastName
Lei Chen
Pinduoduo Inc.
December 10, 2020
Page 2
officer at the time the certifications were signed.  If not, please amend to file
a certification for the principal financial officer.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 5, 2019
Zheng Huang
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for Fiscal Year Ended December 31, 2018
Filed April 24, 2019
File No. 001-38591
Dear Mr. Huang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Pinduoduo Inc.

28/F, No. 533 Loushanguan Road

Changning District, Shanghai, 200051

People’s Republic of China

November 27, 2019

VIA EDGAR

Bill Thompson, Branch Chief

Robyn Manuel, Staff Accountant

Division of Corporation Finance

Office of Consumer Products

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Pinduoduo Inc. (the   “Company”)

Form 20-F for Fiscal   Year Ended December 31, 2018

Filed on April 24,   2019

File No. 001-38591

Dear Mr. Thompson and Ms. Manuel:

This letter sets forth the Company’s responses to the comments contained in the letter dated September 23, 2019 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2018 (the “2018 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2018 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2018

Introduction, page 8

1.                                      With a view toward improving your disclosure in future filings, please help us understand your definition that GMV represents the total value of all orders for products and services on your platform, “regardless of whether the products and services are actually sold…” If GMV is generated when products are placed in the shopping cart even if they’re never sold, we believe disclosure to this effect is important to an understanding of the metric. We also believe a discussion is warranted regarding whether you believe group or team purchasing might cause more orders to fail, or never be consummated after items are placed in the shopping cart, relative to other e-commerce platforms reporting GMV. Finally, each place you disclose GMV, we believe you should disclose the limitations of using this measure as a key performance indicator, including the potential lack of comparability to GMV as calculated by other companies.

The Staff’s comment is duly noted. The Company respectfully advises the Staff that it included in the GMV definition “regardless of whether the products and services are actually sold, delivered or returned” to clarify that the Company’s GMV definition and calculation does not exclude cancelled orders or returned products.  This GMV definition is consistent with industry practices adopted by e-commerce platforms in China.

With respect to whether a “shopping cart” feature may have an impact on the GMV calculation, the Company respectfully advises the Staff that the Company’s platform does not have a “shopping cart”. Therefore, different from other e-commerce platforms, there is no pre-selection process that holds products in a virtual “shopping cart” for users to further consider in order to generate purchase orders.

With respect to whether the Company believes team purchasing may cause more orders to fail relative to other e-commerce platforms reporting GMV, the Company respectfully advises the Staff that it does not believe so. On the Company’s platform, a “team” can be formed easily among the 536.3 million active buyers1 because (i) a user must pay for the product to initiate a team, (ii) only one more buyer is required to complete the team in almost all cases, and (iii) once a team is initiated, the user cannot withdraw from the team.

In response to the Staff’s comment on the disclosure of GMV, the Company will include a risk factor in relation to the limitation of using operating metrics to evaluate the performance of the Company’s business and, where appropriate, add cross-references to this risk factor in future filings of annual report on Form 20-F.

Item 5.A. Operating Results

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Cost of Revenues, page 80

2.                                      Where you describe the various factors that caused an increase in cost of revenues in 2018 please quantify the increase in staff costs as well as the increase in call center and merchant support service costs. Refer to Item 303(a)(3)(i) of Regulation S-K.

In response to the Staff’s comment, the Company undertakes to make quantitative disclosures in future filings of annual report on Form 20-F about the increase in staff costs and call center and merchant support service cost (as applicable) or other material factors contributing to the increase in cost of revenues pursuant to Item 303(a)(3)(i) of Regulation S-K.

Operating Expenses, page 81

3.                                      Given the substantial increase in sales and marketing expense as an absolute amount and as a percentage of revenue, please tell us your consideration of discussing in more detail the nature of these expenses and the extent to which these expenses relate to coupons, credits and discounts offered to consumers versus other online and offline advertising campaigns. Tell us your consideration of also discussing whether the cost of the coupons, credits and discounts offered to customers can or does typically exceed the merchant revenue associated with a particular transaction.

1  Active buyers in the twelve-month period ended September 30, 2019.

2

The Staff’s comment is duly noted. With respect to the discussion of the nature of sales and marketing expenses, the Company respectfully advises the Staff that the Company considers and uses a comprehensive set of sales and marketing means, including coupons, credits and discounts, brand promotions, and other online and offline advertising campaigns, to drive user growth and user engagement at the same time. This is driven by the Company’s unique team purchase model which encourages users to share product information with their friends and family and invite them to purchase together. These interactions help driving user engagement and user growth at the same time. As a result, these sales and marketing means often have the same objective, which is to improve the shopping experience and brand awareness among users so that they will introduce more users onto the platform. The Company therefore does not allocate a fixed budget for each sales and marketing means and channel. Instead, it deploys resources flexibly according to its assessment on the comparative return on investment in all opportunities available at any given time. As such, the expenses on each means could fluctuate significantly from period to period. The Company respectfully advises the Staff that separating the sales and marketing expenses into sub-categories and making period-to-period comparison on that basis, rather than presenting the total expenses as a whole and discussing known and significant trends based on the totality, is neither consistent with nor indicative of the sales and marketing strategy and effect of the Company.

With respect to the discussion of the cost of coupons, credits and discounts in relation to the merchant revenue, the Company respectfully advises the Staff that the Company generates revenues primarily from its online marketing services. For the fiscal year ended December 31, 2018, online marketing services contributed to 87.8% of the Company’s total revenues. The Company’s online marketing services, which allow merchants to bid for advertising placements and keywords, are mostly charged on a cost-per-click basis. As such, revenues generated from merchants are not attributed to particular transactions. Also, as mentioned, the coupons, credits and discounts offered to consumers share the same objective with other sales and marketing means, which is to improve the shopping experience and brand awareness among users. Therefore, the Company respectfully advises the Staff that the Company does not believe it would be meaningful to compare the cost of coupons, credits and discounts offered to consumers with revenues generated from merchants.

*                                         *                                         *

3

If you have any additional questions or comments regarding the 2018 20-F, please contact the undersigned at +86-21-52661300 or the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740-4863.

Very truly yours,

/s/ Zheng Huang

Zheng Huang

Chairman of the Board   of Directors and Chief Executive Officer

cc:                                Z. Julie Gao, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Henry Song, Partner, Ernst & Young Hua Ming LLP

4

October 16, 2019
Zheng Huang
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for Fiscal Year Ended December 31, 2018
Filed April 24, 2019
File No. 001-38591
Dear Mr. Huang:
            We issued comments to you on the above captioned filing on September 23, 2019.  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by October 30, 2019.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Robyn Manuel at 202-551-3823 or Bill Thompson at 202-551-3344 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 23, 2019
Zheng Huang
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Form 20-F for Fiscal Year Ended December 31, 2018
Filed April 24, 2019
File No. 001-38591
Dear Mr. Huang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2018
Introduction, page 8
1.With a view toward improving your disclosure in future filings, please help us understand
your definition that GMV represents the total value of all orders for products and services
on your platform, “regardless of whether the products and services are actually sold…”
If GMV is generated when products are placed in the shopping cart even if they’re never
sold, we believe disclosure to this effect is important to an understanding of the metric.
We also believe a discussion is warranted regarding whether you believe group or team
purchasing might cause more orders to fail, or never be consummated after items are
placed in the shopping cart, relative to other e-commerce platforms reporting GMV.
Finally, each place you disclose GMV, we believe you should disclose the limitations of
using this measure as a key performance indicator, including the potential lack of
comparability to GMV as calculated by other companies.

 FirstName LastNameZheng Huang
 Comapany NamePinduoduo Inc.
 September 23, 2019 Page 2
 FirstName LastName
Zheng Huang
Pinduoduo Inc.
September 23, 2019
Page 2
Item 5.A. Operating Results
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Cost of Revenues, page 80
2.Where you describe the various factors that caused an increase in cost of revenues in 2018
please quantify the increase in staff costs as well as the increase in call center and
merchant support service costs.  Refer to Item 303(a)(3)(i) of Regulation S-K.
Operating Expenses, page 81
3.Given the substantial increase in sales and marketing expense as an absolute amount and
as a percentage of revenue, please tell us your consideration of discussing in more detail
the nature of these expenses and the extent to which these expenses relate to coupons,
credits and discounts offered to consumers versus other online and offline advertising
campaigns.  Tell us your consideration of also discussing whether the cost of the coupons,
credits and discounts offered to customers can or does typically exceed the merchant
revenue associated with a particular transaction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Robyn Manuel, Staff Accountant, at 202-551-3823 or Bill Thompson,
Branch Chief, at 202-551-3344 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

February 7, 2019
Zheng Huang
Chairman of the Board of Directors and Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed February 7, 2019
File No. 333-229523
Dear Mr. Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 6, 2019 letter.
Amendment No. 1 to Form F-1 filed February 7, 2019
Risk Factors
Risks Related to Our ADSs and This Offering
"ADSs holders may not be entitled to a jury trial. . .", page 62
1.Consistent with our prior comment, please revise your registration statement to provide
additional disclosure about the enforceability of the jury trial waiver provision, including
an explanation as to why you believe the provision is enforceable.  In this regard, we note
your disclosure that if "[you] or the depositary opposed a jury trial demand based on the
waiver, the court would determine whether the waiver was enforceable," yet you have not

 FirstName LastNameZheng  Huang
 Comapany NamePinduoduo Inc.
 February 7, 2019 Page 2
 FirstName LastName
Zheng  Huang
Pinduoduo Inc.
February 7, 2019
Page 2
taken a position as to whether and why you believe the provision is enforceable.  Please
also remove the reference to “substantive” provisions of the U.S. federal securities laws in
the last sentence of this risk factor disclosure.
            Please contact Katherine Bagley, Staff Attorney, at (202) 551-2545 or Mara Ransom,
Assistant Director, at (202) 551-3720 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Z. Julie Gao

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

ANDREW L. FOSTER *

BRADLEY A. KLEIN ˜

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

JONATHAN B. STONE *

^ (ALSO ADMITTED IN   CALIFORNIA)

¨ (ALSO ADMITTED IN ENGLAND & WALES)

˜ (ALSO ADMITTED IN   ILLINOIS)

* (ALSO ADMITTED IN NEW YORK)

REGISTERED FOREIGN   LAWYER

Z. JULIE GAO   (CALIFORNIA)

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

February 7, 2019

TORONTO

VIA EDGAR

Ms. Mara L. Ransom

Ms. Katherine Bagley

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 Pinduoduo Inc.
  Registration Statement on Form F-1

Filed February 5, 2019

File No. 333-229523

Dear Ms. Ransom, Ms. Bagley:

On behalf of our client, Pinduoduo Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).

Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated February 6, 2019. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company has requested, via joint acceleration requests filed with the Commission on February 5, 2019, that the Staff declare the effectiveness of the Registration Statement at 4:30 pm Eastern Time of February 7, 2019. The Company would greatly appreciate the Staff’s assistance and support in meeting its timetable.

Registration Statement on Form F-1 filed February 5, 2019

Limitations on Obligations and Liability, page 181

1.              We note that your disclosure in this section appears to conflict. Specifically, on page 182 you state that the jury trial waiver provision in the deposit agreement “does not apply to claims against us made under the federal securities laws.” Yet the disclosure under “Jury Trial Waiver” on the same page states that “[t]he deposit agreement provides that each party to the deposit agreement (including each holder, beneficial owner and holder of interests in the ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any lawsuit or proceeding against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws” (emphasis added). Please revise your disclosure to clearly state whether the jury trial waiver provision applies to claims under the U.S. federal securities laws. If the jury trial waiver provision does apply to claims under the U.S. federal securities laws, disclose, if true, that by agreeing to the provision, investors will not be deemed to have waived your or the depositary’s compliance with the federal securities laws and the rules and regulations promulgated thereunder. Finally, provide risk factor disclosure related to the arbitration and jury trial waiver provisions, including but not limited to the enforceability of the provisions, increased costs to bring a claim, limited access to information and other imbalances of resources between the company and shareholders, and that these provisions can discourage claims or limit shareholders’ ability to bring a claim in a judicial forum that they find favorable.

The Company respectfully advises the Staff that it believes the jury trial waiver provision applies to claims under the U.S. federal securities laws. In response to the Staff’s comment, the Company has made the referenced disclosure on pages 62, 63 and 183 of the Registration Statement.

*                                         *                                         *

2

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com, or Henry Song, partner at Ernst &Young Hua Ming LLP, by telephone at +86-21-2228-2054 or via email at henry.song@cn.ey.com. Ernst &Young Hua Ming LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Zheng Huang, Chairman of the Board of Directors and Chief Executive Officer, Pinduoduo Inc.

Henry Song, Partner, Ernst &Young Hua Ming LLP

David T. Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

3

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

ANDREW L. FOSTER*

BRADLEY A. KLEIN -

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

世達國際律師事務所

42/F, EDINBURGH TOWER,   THE LANDMARK

15 QUEEN’S ROAD   CENTRAL, HONG KONG

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

RORY MCALPINE ¨

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

^ (ALSO ADMITTED IN CALIFORNIA)

¨(ALSO   ADMITTED IN ENGLAND & WALES)

- (ALSO ADMITTED IN ILLINOIS)

*(ALSO   ADMITTED IN NEW YORK)

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

REGISTERED FOREIGN LAWYERS

Z. JULIE GAO (CALIFORNIA)

February 7, 2019

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

VIA EDGAR

Ms. Mara L. Ransom

Ms. Katherine Bagley

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:

Pinduoduo   Inc.

Registration   Statement on Form F-1

Filed   February 5, 2019

File   No. 333-229523

Dear Ms. Ransom, Ms. Bagley:

On behalf of our client, Pinduoduo Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).

Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated February 7, 2019. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company has requested on February 5, 2019, that the Staff declare the effectiveness of the Registration Statement at 4:30 pm Eastern Time of February 7, 2019. The Company would greatly appreciate the Staff’s assistance and support in meeting its timetable.

Amendment No. 1 to Form F-1 filed February 7, 2019

Risk Factors

Risks Related to Our ADSs and This Offering

“ADSs holders may not be entitled to a jury trial. . .”, page 62

1.              Consistent with our prior comment, please revise your registration statement to provide additional disclosure about the enforceability of the jury trial waiver provision, including an explanation as to why you believe the provision is enforceable. In this regard, we note your disclosure that if “[you] or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable,” yet you have nottaken a position as to whether and why you believe the provision is enforceable. Please also remove the reference to “substantive” provisions of the U.S. federal securities laws in the last sentence of this risk factor disclosure.

The Company has been advised that the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, the Company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the federal laws and laws of the State of New York. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The Company believes this is the case with respect to the deposit agreement and the ADSs as such provision with respect to waiver of jury trial has been described in the Registration Statement.

In response to the Staff’s comment, the Company has revised disclosure on page 63 of the Registration Statement.

*              *              *

2

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com, or Henry Song, partner at Ernst &Young Hua Ming LLP, by telephone at +86-21-2228-2054 or via email at henry.song@cn.ey.com. Ernst &Young Hua Ming LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:

Zheng Huang, Chairman of the Board of Directors and Chief Executive   Officer, Pinduoduo Inc.

Henry Song, Partner, Ernst &Young Hua   Ming LLP

David T. Zhang, Esq., Partner,   Kirkland & Ellis International LLP

Steve Lin, Esq., Partner,   Kirkland & Ellis International LLP

3

CORRESP
1
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Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center, 2 Queens Road

Central, Hong Kong

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

China International Capital Corporation Hong Kong Securities Limited

29th Floor, One International Finance Centre, 1 Harbour View Street

Central, Hong Kong

February 5, 2019

VIA EDGAR

Ms. Katherine Bagley

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re: Pinduoduo Inc. (CIK No. 0001737806)

Registration Statement on Form F-1 (File No. 333-229523)

Ladies and Gentlemen:

We hereby join Pinduoduo Inc. (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:30 p.m., Eastern Time, on February 7, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that, through the date hereof, 2,792 copies of the Company’s preliminary prospectus dated February 5, 2019 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature pages follow]

Very truly yours,

As representative of   the several underwriters

GOLDMAN SACHS (ASIA)   L.L.C.

By:

/s/ Raghav Maliah

Name:

Raghav Maliah

Title:

Managing Director

[Signature Page to the Acceleration Request]

Very truly yours,

As representative of   the several underwriters

MORGAN   STANLEY & CO. LLC

By:

/s/ Celestina Milner

Name:

Celestina Milner

Title:

Executive Director

[Signature Page to the Acceleration Request]

Very truly yours,

As representative of   the several underwriters

MERRILL LYNCH, PIERCE,   FENNER & SMITH INCORPORATED

By:

/s/ Mandar Donde

Name:

Mandar Donde

Title:

Managing Director

[Signature Page to the Acceleration Request]

Very truly yours,

As representative of   the several underwriters

CHINA INTERNATIONAL   CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

/s/ Zhong Jin

Name:

Zhong Jin

Title:

Managing Director

[Signature Page to the Acceleration Request]

CORRESP
1
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PINDUODUO INC.

February 5, 2019

VIA EDGAR

Ms. Katherine Bagley

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Pinduoduo Inc. (CIK No. 0001737806)

Registration Statement on Form F-1 (File No. 333-229523)

Dear Ms. Bagley:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Pinduoduo Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4:30 p.m., Eastern Time on February 7, 2019, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that Goldman Sachs (Asia) L.L.C., Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and China International Capital Corporation Hong Kong Securities Limited, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Pinduoduo Inc.

By:

/s/ Zheng Huang

Name:

Zheng Huang

Title:

Chairman of the   Board of Directors and Chief Executive Officer

January 30, 2019
Zheng Huang
Chairman of the Board of Directors and Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re:Pinduoduo Inc.
Draft Registration Statement on Form F-1
Submitted January 3, 2019
CIK No. 0001737806
Dear Mr. Huang:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
1
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Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629

Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center, 2 Queens Road

Central, Hong Kong

China International Capital Corporation Hong Kong Securities Limited

29th Floor, One International Finance Centre, 1 Harbour View Street

Central, Hong Kong

July 23, 2018

VIA EDGAR

Ms. Mara L. Ransom

Mr. Parhaum J. Hamidi

Ms. Yolanda Guobadia

Mr. Robyn Manuel

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:

Pinduoduo Inc. (formerly known   as Walnut Street Group Holding Limited) (CIK No. 0001737806)

Registration Statement on   Form F-1 (File No. 333-226014)

Ladies and Gentlemen:

We hereby join Pinduoduo Inc. (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m., Eastern Time, on July 25, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that, through the date hereof, 4,129 copies of the Company’s preliminary prospectus dated July 16, 2018 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature pages follow]

Very truly yours,

As representative of   the several underwriters

CREDIT SUISSE   SECURITIES (USA) LLC

By:

/s/ Marc Berstein

Name:

Marc Berstein

Title:

Director

[Signature Page to the Acceleration Request]

Very truly yours,

As representative of   the several underwriters

GOLDMAN SACHS (ASIA)   L.L.C.

By:

/s/ Scott Chen

Name:

Scott Chen

Title:

Managing Director

[Signature Page to the Acceleration Request]

Very truly yours,

As representative of   the several underwriters

CHINA INTERNATIONAL   CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

/s/ Shi Qi

Name:

SHI QI

Title:

Managing Director

[Signature Page to the Acceleration Request]

CORRESP
1
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PINDUODUO INC.

July 23, 2018

VIA EDGAR

Ms. Mara L. Ransom

Mr. Parhaum J. Hamidi

Ms. Yolanda Guobadia

Mr. Robyn Manuel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Pinduoduo Inc. (CIK No. 0001737806)

Registration Statement on Form F-1 (Registration No. 333-226014)

Registration Statement on Form 8-A (Registration No. 001-38591)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Pinduoduo Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time on July 25, 2018, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) L.L.C. and China International Capital Corporation Hong Kong Securities Limited, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Pinduoduo Inc.

By:

/s/ Zheng Huang

Name:

Zheng Huang

Title:

Chairman of the   Board of Directors and Chief Executive Officer

[Signature Page to Issuer Acceleration Request]

CORRESP
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PARTNERS

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

世達國際律師事務所

WILL H. CAI ^

42/F, EDINBURGH TOWER, THE LANDMARK

BOSTON

GEOFFREY CHAN *

15 QUEEN’S ROAD CENTRAL, HONG KONG

CHICAGO

ANDREW L. FOSTER *

HOUSTON

CHI T. STEVE KWOK *

LOS ANGELES

EDWARD H.P. LAM ¨*

TEL: (852) 3740-4700

NEW YORK

HAIPING LI *

FAX: (852) 3740-4727

PALO ALTO

RORY MCALPINE ¨

www.skadden.com

WASHINGTON, D.C.

CLIVE W. ROUGH ¨

WILMINGTON

JONATHAN B. STONE *

^ (ALSO ADMITTED IN   CALIFORNIA)

BEIJING

¨ (ALSO ADMITTED IN ENGLAND & WALES)

BRUSSELS

* (ALSO ADMITTED IN NEW YORK)

FRANKFURT

LONDON

REGISTERED FOREIGN LAWYERS

MOSCOW

Z. JULIE GAO (CALIFORNIA)

MUNICH

BRADLEY A. KLEIN (ILLINOIS)

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

July 23, 2018

TORONTO

VIA EDGAR

Ms. Mara L. Ransom

Mr. Parhaum J. Hamidi

Ms. Yolanda Guobadia

Mr. Robyn Manuel

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 Pinduoduo Inc. (formerly known as Walnut Street Group Holding Limited) (CIK No. 0001737806)
  Registration Statement on Form F-1 (File No. 333-226014)

Responses to the Staff’s Comment Letter Dated July 19, 2018

Dear Ms. Ransom, Mr. Hamidi, Ms. Guobadia and Mr. Manuel:

On behalf of our client, Pinduoduo Inc. (formerly known as Walnut Street Group Holding Limited), a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we are separately delivering to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on July 16, 2018.

Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated July 19, 2018. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about July 25, 2018, and will file the joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

Dilution, page 69

1.                                      Please revise the narrative discussion of dilution to clarify that the amount of the immediate increase in pro forma net tangible book value to the existing shareholders and the immediate dilution in net tangible book value to investors purchasing ADSs in this offering is based on a comparison to pro forma net tangible book value after giving effect to the conversion of your preferred shares, and not based on a comparison to historical net tangible book value as of March 31, 2018. We find the current narrative disclosures to be confusing on this point.

In response to the Staff’s comment, the Company has revised page 69 of the Registration Statement to include the referenced disclosure.

Management’s Discussion and Analysis

Key Factors Affecting Our Results of Operations, page 81

2.                                      We note you have revised your registration statement in numerous locations to update your active buyers, annual spending per active buyer, GMV, and average monthly active users as of June 30, 2018. Please revise to provide corresponding updates to your active merchants and total orders in this section and elsewhere as appropriate, or advise us as to why you do not believe these metrics are material to an understanding of your operations.

In response to the Staff’s comment, the Company has revised pages 4, 17, 22, 81, 82, 109, 110, 113 and 116 of the Registration Statement to include the referenced disclosure.

2

Management’s Discussion and Analysis

Measurement of Share-Based Compensation, page 101

3.                                      We note the disclosures you added regarding your estimates of the fair value of your shares leading up to the IPO. In view of the 50.8 million share options issued to employees in March 2018 and the 254.5 million ordinary shares issued to your Founder in April 2018, please tell us your consideration of also disclosing the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which it is expected to be recognized. We believe readers would benefit from understanding the expected impact on operating results.

In response to the Staff’s comment, the Company has revised pages 103 and 104 of the Registration Statement to include the referenced disclosure.

Exhibits

4.                                      Please revise your exhibit index to indicate that portions of Exhibits 4.4 and 10.4 through 10.13 have been omitted pursuant to a request for confidential treatment and that the confidential material has been filed separately. Please refer to Section II.D.5 of the Division’s Staff Legal Bulletin No. 1A (July 11, 2011).

In response to the Staff’s comment, the Company has revised the exhibit index of the Registration Statement to include the referenced indication.

*                                         *                                         *

3

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com, or Henry Song, partner at Ernst &Young Hua Ming LLP, by telephone at +86-21-2228-2054 or via email at henry.song@cn.ey.com. Ernst &Young Hua Ming LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Zheng Huang, Chairman of the Board of Directors and Chief Executive Officer, Pinduoduo Inc.

Henry Song, Partner, Ernst &Young Hua Ming LLP

David T. Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

4

Mail Stop 3561
July 19, 2018

Zheng Huang
Chairman of the Board of Directors and Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People’s Republic of China

Re: Pinduoduo Inc.
Amendment No. 1 to Registration Statement on Form F -1
Filed July 16 , 2018
  File No. 333-226014

Dear Mr. Huang :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing
the requested informati on.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information
you provid e in response to these  comments, we may have  additional comments.   Unless we
note otherwise, our references to prior comments are to comments in our July 12 , 2018 letter .

Dilution, page 69

1. Please revise the narrative discussion of dilution to clarify that the amount of the
immediate increase in pro forma net tangible book value to the existing shareholders
and the immediate dilution in net tangible book value to investors purchasing ADSs
in this offering is based on a comparison to pro forma net tangib le book value after
giving effect to the conversion of your preferred shares, and not based on a
comparison to historical net tangible book value as of March 31, 2018.   We find the
current narrative disclosures to be confusing on this point.

Zheng Huang
Pinduoduo Inc.
July 19, 2018
Page 2

 Management’s Discussion and Analysis

Key Factors Affecting Our Results of Operations, page 81

2. We note you have revised your registration statement in numerous locations to update
your active buyers, annual spending per active buyer, GMV, and average monthly
active us ers as of June 30, 2018.  Please revise to provide corresponding updates to
your active merchants and total orders in this section  and elsewhere as appropriate, or
advise us as to why you do not believe these metrics are material to an understanding
of you r operations .

Critical Accounting Policies

Measurement of Share -Based Compensation, page 101

3. We note the disclosures you added regarding your estimates of the fair value of your
shares leading up to the IPO.   In view of the 50.8 million share options issued to
employees in March 2018 and the 254.5 million ordinary shares issued to your
Founder in April 2018, please tell us your consideration of also disclosing the total
compensation cost related to nonvested a wards not yet recognized and the weighted -
average period over which it  is expected to be recognized.  We believe readers would
benefit from understanding the expecte d impact on operating results.

Exhibits

4. Please revise your exhibit index to indicate that  portions of Exhibits 4.4 and 10.4
through 10.13 have been omitted pursuant to a request for confidential treatment and
that the confidential material has been filed separately.  Please refer to Section II.D.5
of the Division’s Staff Legal Bulletin No. 1A  (July 11, 2011) .

You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562 or Robyn
Manuel , Staff Accountant, at (202) 551 -3823 if you have questions regarding comments on
the financial statements and related matters.  Please contact Parhaum J. Hamidi, Special
Counsel, at (202) 551 -3421 or me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH TOWER, THE LANDMARK

WILL H. CAI ^

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

GEOFFREY CHAN *

CHICAGO

ANDREW L. FOSTER *

HOUSTON

CHI T. STEVE KWOK *

TEL: (852) 3740-4700

LOS ANGELES

EDWARD H.P. LAM ¨*

FAX: (852) 3740-4727

NEW YORK

HAIPING LI *

www.skadden.com

PALO ALTO

RORY MCALPINE ¨

WASHINGTON, D.C.

CLIVE W. ROUGH ¨

WILMINGTON

JONATHAN B. STONE *

BEIJING

^ (ALSO ADMITTED   IN CALIFORNIA)

BRUSSELS

¨(ALSO ADMITTED IN   ENGLAND & WALES)

FRANKFURT

*(ALSO ADMITTED IN   NEW YORK)

LONDON

MOSCOW

REGISTERED   FOREIGN LAWYERS

MUNICH

Z. JULIE GAO (CALIFORNIA)

PARIS

BRADLEY A. KLEIN   (ILLINOIS)

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

July 16, 2018

TORONTO

VIA EDGAR

Ms. Mara L. Ransom

Mr. Parhaum J. Hamidi

Ms. Yolanda Guobadia

Mr. Robyn Manuel

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 Pinduoduo Inc. (formerly known as Walnut Street Group Holding Limited) (CIK No. 0001737806)
  Registration Statement on Form F-1 (File No. 333-226014)

Responses to the Staff’s Comment Letter Dated July 12, 2018

Dear Ms. Ransom, Mr. Hamidi, Ms. Guobadia and Mr. Manuel:

On behalf of our client, Pinduoduo Inc. (formerly known as Walnut Street Group Holding Limited), a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we are separately delivering to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on June 29, 2018.

Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated July 12, 2018. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about July 25, 2018, and will file the joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

Summary Consolidated Financial Data and Operating Data, page 13

1.                                      We reviewed your response to comment 1. We continue to believe you should provide a reconciliation from the number of shares used in computing historical loss per share to the number of shares used in computing pro forma loss per share, as the amounts are not easily re-computed. We also believe further clarification of the disclosure is warranted as it appears pro forma per share data reflects the effect of the conversion of preferred shares as of the beginning of the period or the original date of issuance, if later. Finally, please tell us why you believe this pro forma presentation is more meaningful than reflecting the effect of the conversion of all outstanding preferred shares as of the beginning of the period. Refer, for example, to the objective of pro forma financial information as discussed in Rule 11-02(a) of Regulation S-X.

The Staff’s comment is duly noted. As discussed over phone with the Staff on July 16, 2018, the Company has revised pages 15 and 79 of the Registration Statement to present the reconciliation from the number of shares used in computing historical loss per share to the number of shares used in computing pro forma loss per share, reflecting the conversion of preferred shares issued and outstanding as of March 31, 2018 to ordinary shares of the Company on a 1:1 basis upon the closing of the initial public offering as if it had occurred as of the beginning of the period, or the date of original issuance of the preferred shares, if later.

The Company believes this pro forma presentation is more meaningful than reflecting the effect of the conversion of all outstanding preferred shares as of the beginning of the period based on the following considerations:

(1) in the Company’ opinion, this pro forma presentation better meets the objective of pro forma financial information as discussed in S-X Rule 11-02(a) as the particular transaction to be reflected is the IPO, rather than the transactions of issuances of the preferred shares;

(2) the Company considered S-X Rule 11-02(b)(6) and believes that assuming the preferred shares had been outstanding and converted as of the beginning of the period is not factually supportable when they were legally issued during the period;

(3) the Company believes the current pro forma presentation is also consistent with ASC 260-10, which requires that shares issued during the period be weighted for the portion of the period that they were outstanding in computing basic and diluted EPS; and

(4) the current pro forma presentation, compared to reflecting the effect of the conversion of all outstanding preferred shares as of the beginning of the period, results in a higher loss per share number and is a more prudent approach of treatment.

Management

Pinduoduo Partnership, page 134

2.                                      We note your response to comment 7, however, your disclosure does not appear to address those circumstances where the Board does not approve an Executive Director nominee made by the Partnership. Also, your disclosure suggests that the Partnership has Executive Director appointment rights, when the Partnership Agreement appears to contemplate Executive Director nomination rights that are subject to approval by the Board. In addition, generally speaking, your disclosure does not address how vacancies on the Board of Directors are filled upon resignation of a member of the Board under Cayman Islands law or pursuant to your charter and/or Shareholders Agreement. Please revise to clearly explain how vacancies upon resignation are filled and how the Partnership Agreement impacts this process.

2

In response to the Staff’s comment, the Company has revised page 139 of the Registration Statement to include the referenced disclosure.

Exhibits

3.                                      We note your response to comment 12, in which you state, “The Company has redacted such information from the exhibits due to the privacy concern of these individuals.” Please submit a request for confidential treatment in accordance with Rule 406 of the Securities Act for the information you have redacted from Exhibits 4.4 and 10.4 through 10.13.

In response to the Staff’s comment, we have submitted today for the Staff’s review, a request for confidential treatment with respect to portions of the referenced exhibits in accordance with Rule 406 of the Securities Act.

*              *              *

3

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com, or Henry Song, partner at Ernst &Young Hua Ming LLP, by telephone at +86-21-2228-2054 or via email at henry.song@cn.ey.com. Ernst &Young Hua Ming LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Zheng Huang, Chairman of the Board of Directors and Chief Executive Officer, Pinduoduo Inc.

Henry Song, Partner, Ernst &Young Hua Ming LLP

David T. Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

4

Mail Stop 3561
July 12, 2018

Zheng Huang
Chairman of the Board of Directors and Chief Executive Officer
Walnut Street Group Holding  Limited
28/F, No. 533 Loushanguan Road, Changning  District
Shanghai, 200051
People’s Republic of China

Re: Walnut Street Group Holding Limited
Registration Statement on Form F -1
Filed June 29, 2018
  File No. 333-226014

Dear Mr. Huang :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing
the requested informati on.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information
you provid e in response to these  comments, we may have  additional comments.   Unless we
note otherwise, our references to prior comments are to comments in our June 27 , 2018 letter .

Summary Consolidated Financial Data and Operating Data, page 13

1. We reviewed your response to comment 1.   We continue to believe you should
provide a reconciliation from the number of shares used in computing historical loss
per share to the number of shares used in computing pro forma loss per share, as the
amounts are not easily re -computed.   We also believe further clarification of the
disclosure is warranted as it appears pro forma per share data reflects the effect of the
conversion of preferred shares as of the beginning of the period or the original date of
issuance, if later.   Finally, please tell us why you believe this pro forma presentation
is more meaningful than reflecting the effect of the conversion of all outstanding
preferred shares as of the beginning of the period.   Refer, for example, to the

Zheng Huang
Walnut Street Group Holding Limited
July 12, 2018
Page 2

 objective of pro forma fina ncial information as discussed in Rule 11 -02(a) of
Regulation S -X.

Management

Pinduoduo Partnership, page 134

2. We note your response to comment 7, however, your disclosure does not appear to
address those circumstances where the Board does not approve an  Executive Director
nominee made by the Partnership.  Also, your disclosure suggests that the Partnership
has Executive Director appointment rights, when the Partnership Agreement appears
to contemplate Executive Director nomination rights that are subject  to approval by
the Board.  In addition, generally speaking, your disclosure does not address how
vacancies on the Board of Directors are filled upon resignation of a member of the
Board under Cayman Islands law or pursuant to your charter and/or Sharehold ers
Agreement.  Please revise to clearly explain how vacancies upon resignation are filled
and how the Partnership Agreement impacts this process.

Exhibits

3. We note your response to comment 12, in which you state, “ The Company has
redacted such information from the exhibits due to the privacy concern of these
individuals .”  Please submit a request for confidential treatment in accordance  with
Rule 406 of the Securities  Act for the information you have redacted from Exhibi ts
4.4 and 10.4 through 1 0.13.

We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Zheng Huang
Walnut Street Group Holding Limited
July 12, 2018
Page 3

 You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562 or Robyn
Manuel , Staff Accountant, at (202) 551 -3823 if you have questions regarding comments on
the financial statements and related matters.  Please contact Parhaum J. Hamidi, Special
Counsel, at (202) 551 -3421 or me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

 Mara L. Rans om
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH TOWER, THE LANDMARK

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BOSTON

GEOFFREY CHAN *

CHICAGO

CHI T. STEVE KWOK *

TEL: (852) 3740-4700

HOUSTON

EDWARD H.P. LAM ¨*

FAX: (852) 3740-4727

LOS ANGELES

HAIPING LI *

www.skadden.com

NEW YORK

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PALO ALTO

CLIVE W. ROUGH ¨

WASHINGTON, D.C.

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^ (ALSO ADMITTED   IN CALIFORNIA)

BEIJING

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BRUSSELS

*(ALSO ADMITTED IN   NEW YORK)

FRANKFURT

LONDON

REGISTERED   FOREIGN LAWYERS

MOSCOW

ANDREW L. FOSTER   (NEW YORK)

MUNICH

Z. JULIE GAO   (CALIFORNIA)

PARIS

BRADLEY A. KLEIN (ILLINOIS)

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

June 29, 2018

VIA EDGAR

Ms. Mara L. Ransom

Mr. Parhaum J. Hamidi

Ms. Yolanda Guobadia

Mr. Robyn Manuel

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:

Walnut   Street Group Holding Limited (CIK No. 0001737806)

Registration   Statement on Form F-1

Dear Ms. Ransom, Mr. Hamidi, Ms. Guobadia and Mr. Manuel:

On behalf of our client, Walnut Street Group Holding Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we are separately delivering to you today five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement confidentially submitted on June 11, 2018.

Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated June 27, 2018. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We  have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

In accordance with the Jumpstart Our Business Startups Act and the Fixing America’s Surface Transportation Act, the Company is, concurrently with the Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the Staff’s non-public review, and plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show no earlier than 15 days after the date hereof. The Company would appreciate the Staff’s prompt feedback to this filing.

Summary Consolidated Financial Data and Operating Data, page 13

1.              Please disclose a reconciliation from the number of shares used in computing historical loss per share to the number of shares used in computing pro forma loss per share.

In response to the Staff’s comment, the Company has revised pages 14 and 76 of the Registration Statement to disclose a reconciliation from the number of shares used in computing historical loss per share to the number of shares used in computing pro forma loss per share.

Capitalization, page 62

2.              Please disclose the number of Class A Ordinary shares outstanding on a pro forma and pro forma as adjusted basis and show how the number of shares was computed in each case.

In response to the Staff’s comment, the Company has revised pages 64 and 65 of the Registration Statement to (i) present the number of Class A ordinary shares outstanding on a pro forma and pro forma as adjusted basis, and (ii) show the computation of the number of shares in each of the aforementioned cases.

2

Business

Our Buyers, page 108

3.              In response to comment 19, you state that an individual who receives a user recommendation through a social network “may elect to purchase the product directly through an individual purchase or a team purchase or may access the Company’s platform through the Pinduoduo mobile app or other access points to make a purchase,” and you are therefore “unable to definitively track and quantify buyer traffic or purchases from social networks generally or from Weixin and QQ specifically.” Please expand the disclosure in your Business section (and in the risk factor related to social networks on page 18) to quantify the proportion of team purchases in the periods presented which included at least one purchaser who placed the order directly through a social network generally and directly through Weixin and QQ specifically. If you cannot provide this information please explain why and provide qualitative disclosure explaining the impact on your business of social networks generally and of Weixin and QQ specifically. Also, please quantify buyer traffic generated through your platform.

The Company respectfully advises the Staff that due to the nature of the Company’s business model, which resembles a dynamic and interactive shopping experience, it is impracticable for the Company to accurately bifurcate and quantify the buyer traffic generated directly through its platform and through social networks. A buyer’s path to purchase may involve both in-app behaviour and tools and services enabled through social networks and access points. Initial user engagement on the Company’s platform, the decision making process of placing an order, and the final action of order placement may be completed through different access points to the Company’s platform. For example, a buyer may become initially interested in a product on the Company’s platform when visiting the Pinduoduo mobile app. He or she may later form a decision to purchase that product when browsing in the Company’s mini-program. Finally, he or she may return to the Pinduoduo mobile app to actually place the order, or in another scenario, if a social contact happens to invite him or her for a team purchase of that product through a Weixin link, he or she may make the final purchase via the Company’s access point in Weixin. These varied circumstances, while not exhaustive, demonstrate the complexity and difficulty of accurately measuring and quantifying the buyer traffic. In addition, due to the aforementioned reasons, the Company believes that the final purchase destination also cannot be used to reflect the significance of social networks and the Pinduoduo mobile app to the Company’s business operations.  During the Company’s daily operations, the management focuses on the GMV on the Company’s platform as a whole and the seamless user experience across different access points. In response to the Staff’s comment, the Company has made referenced disclosure on pages 18 and 112 of the Registration Statement, respectively.

Management

Pindoudou Partnership, Page 129

4.              Please expand your disclosure to identify the current and any known future members of the Pinduoduo Partnership and the Partnership Committee.

In response to the Staff’s comment, the Company has revised pages 134 and 135 of the Registration Statement to include the referenced disclosure.

3

5.              We note your added disclosure beginning on page 131 regarding the Pinduoduo Partnership. We may have additional comments on this disclosure once we receive a supplemental copy of the Partnership Agreement, as requested in prior comment 20.

Concurrently with the filing of the Registration Statement, the Company is supplementally submitting a copy of the execution version of the Partnership Agreement for the Staff’s review on a confidential basis.

6.              You state here that a partner candidate must have had continued service with you “for a meaningful period of time,” and that a partner must hold “a meaningful level of equity interests” in your company during his or her tenure as a partner. If the Partnership Agreement will designate specific service and equity interest requirements, please revise to disclose these requirements. Regardless, clarify your reference to “continued service” to elaborate to disclose how such service is established and whether this is equivalent to employment with you.

In response to the Staff’s comment, the Company has revised page 134 of the Registration Statement to (i) disclose the service and equity interest requirements for partner candidate, and (ii) clarify the reference to “continued service.”

7.              You state in the final paragraph of page 129 that the Pinduoduo Partnership “will be entitled to appoint Executive Directors,” and you state in the first paragraph of page 130 that the Executive Director candidate will be “nominated by the Pinduoduo Partnership” and will be appointed “upon approval by the board of directors.” Please revise to disclose the procedures to be followed if the board does not approve an Executive Director candidate. Also, address how shareholder approval impacts the election of the Executive Director.

In response to the Staff’s comment, the Company has revised page 135 of the Registration Statement to include the referenced disclosure.

8.              Please include disclosure in your prospectus summary and risk factor section describing the significant risks arising from the Pinduoduo Partnership’s nomination and appointment rights, its cash bonus determination and allocation rights, and any other source of potential conflict between the interests of the Partnership and those of your investors. If you do not believe such disclosure is required, please provide us with your analysis as to why.

In response to the Staff’s comment, the Company has made the referenced disclosure on pages 8, 36 and 37 of the Registration Statement.

4

Directors and Executive Officers, page 131

9.              Identify your Executive Director(s) or Executive Director nominee(s), if known.

In response to the Staff’s comment, the Company has revised page 135 of the Registration Statement to include the referenced disclosure.

Related Party Transactions

Agreement and Business Cooperation with Tencent, page 141

10.       We note that, in response to comment 21, you have revised your disclosure here to describe Tencent’s provision of access points on the interface of Weixin Wallet pursuant to the Strategic Cooperation Framework Agreement filed as Exhibit 10.13. Please further expand your disclosure in this section to describe all other material terms of the Strategic Cooperation Agreement, including those listed in the Appendix thereto which relate to payment solutions, user engagement, and any other material aspects of your business. In that regard, we note your related risk factor on page 24 in which you identify multiple cooperation areas and state, “If services provided by Tencent to us become limited . . ., our business may be materially and adversely affected.”

In response to the Staff’s comment, the Company has revised page 147 of the Registration Statement to expand on the disclosure of the other material terms of the Strategic Cooperation Framework Agreement with Tencent.

Description of Share Capital

Shareholders Agreement, page 153

11.       You state here that the “special rights” afforded to certain investors pursuant to the shareholders agreement “will automatically terminate upon the completion of a qualified initial public offering.” Please confirm to us, if true, that Tencent’s special rights under the agreement (including its right to appoint a director to your board) will terminate upon the completion of a qualified initial public offering. We note in that regard Articles 1.6 and 8.1 of the shareholders agreement filed as Exhibit 4.4 and the definition of “Qualified Initial Public Offering.”

In response to the Staff’s comment, the Company has revised page 159 of the Registration Statement to clarify that the special rights afforded to certain investors pursuant to the shareholders agreement will automatically terminate upon the completion of a qualified initial public offering, with the exception of Tencent’s right to appoint one director to our board, which will survive after the completion of a qualified initial public offering. The Company expects Tencent to waive this right upon the completion of the qualified initial public offering.

5

Exhibits

12.       We note that you have redacted certain information from your exhibits, such as Exhibit 10.4. If you intend to seek confidential treatment for this information, please ensure you follow the requirements set forth in Rule 406 of the Securities Act or tell us why you do not believe you need to do so. For further guidance, please refer to the Division’s Staff Legal Bulletin No. 1A (July 11, 2011).

The Company respectfully advises the Staff that the information that has been redacted from the exhibits relates to individual’s personal information such as personal identification number, address, bank account, telephone number and email address. The Company has redacted such information from the exhibits due to the privacy concern of these individuals. Additionally, the Company does not believe the disclosure of such information would provide meaningful information to the public investors.

*                                         *                                         *

6

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com, or Henry Song, partner at Ernst &Young Hua Ming LLP, by telephone at +86-21-2228-2054 or via email at henry.song@cn.ey.com. Ernst &Young Hua Ming LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Zheng Huang, Chairman of the Board of Directors and Chief Executive Officer,
 Walnut Street Group Holding Limited

Henry Song, Partner, Ernst &Young Hua Ming LLP

David T. Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

7

Mail Stop 3561

June 27, 2018

Zheng Huang
Chairman of the Board of Directors and Chief Executive Officer
Walnut Street Group Holding  Limited
28/F, No. 533 Loushanguan Road, Changning  District
Shanghai, 200051
People’s Republic of China

Re: Walnut Street Group Holding Limited
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted June 11 , 2018
  CIK No. 00017 37806

Dear Mr. Huang :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.   Unless we note otherwise, our references to prior
comments are to comments in our June 5, 2018 letter .

Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR.  If you do not believe our comments app ly to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed regis tration statement,  we may have  additional
comments.

Summary Consolidated Financial Data and Operating Data, page 13

1. Please disclose a reconciliation from the number of shares used in computing
historical loss per share to the number of shares used in co mputing pro forma loss per
share.

Zheng Huang
Walnut Street Group Holding Limited
June 27, 2018
Page 2

 Capitalization, page 62

2. Please disclose the number of Class A Ordinary shares outstanding on a pro forma
and pro forma as adjusted basis and show how the number of shares was computed in
each case.

Business

Our Buyers, page 108

3. In response to comment 19, you state that a n individual who receives  a user
recommendation through a social network “may elect to purchase the product directly
through an individual purchase or a team purchase or may access the Company’s
platform through the Pinduoduo mobile app or other access points to make a
purchase,” and you are therefore “unable to definitively track and quantify buyer
traffic or purchases from social networks generally or from Weixin and QQ
specifically.”  Please ex pand the disclosure in your Business section (and in the risk
factor related to social networks on page 18) to quantify the proportion of team
purchases in the periods presented which included at least one purchaser who placed
the order directly through a social network  generally and directly through Weixin and
QQ specifically .  If you cannot provide this information  please explain why and
provide  qualitative disclosure explain ing the impact on your business of social
networks generally and of Weixin and QQ  specifically .  Also, please quantify buyer
traffic generated through your platform.

Management

Pinduoduo Partnership, page 129

4. Please expand your disclosure to identify the current and any known future members
of the Pinduoduo Partnership and the Partn ership Committee .

5. We note your added disclosure beginning on page 131 regarding the Pinduoduo
Partnership.  We may have additional comments on this disclosure once we receive a
supplemental copy of the Partnership Agreement, as requested in prior comment  20.

6. You state here that a partner candidate must have had continued service with you “for
a meaningful period of time,” and that a partner must hold “a meaningful level of
equity interests” in your company during his or her tenure as a partner.  If the
Partnership Agreement will designate specific service and equity interest
requirements, please revise to disclose these requirements .   Regardless, clarify your
reference to “continued service” to elaborate to disclose how such service is
established and whether this is equivalent to employment with you.

Zheng Huang
Walnut Street Group Holding Limited
June 27, 2018
Page 3

7. You state in the final paragraph of page 129 that the Pinduoduo Partnership “will b e
entitled to appoint Executive Directors,” and you state in the first paragraph of page
130 that the Executive Director candidate will be “nominated by the Pinduoduo
Partnership” and will be appointed “upon approval by the board of directors.”  Please
revise to disclose the procedures to be followed if the board does not approve an
Executive Director candidate.  Also, address how shareholder approval impacts the
election of the Executive Director.

8. Please include disclosure in your prospectus summary and r isk factor section
describing the significant risks arising from the Pinduoduo Partnership’s nomination
and appointment rights, its cash bonus determination and allocation rights, and any
other source of potential conflict between the interests of the Partnership and those of
your investors.  If you do not believe such disclosure is required, please provide us
with your analysis as to why.

Directors and Executive Officers, page 131

9. Identify your Executive Director (s) or Executive Director nominee(s), if k nown .

Related Party Transactions

Agreement and Business Cooperation with Tencent, page 141

10. We note that, in response to comment 21, you have revised your disclosure here to
describe Tencent’s provision of access points on the interface of Weixin  Wallet
pursuant to the Strategic Cooperation Framework Agreement  filed as Exhibit 10.13 .
Please further expand your disclosure in this section to describe all other material
terms of the Strategic Cooperation Agreement, including those listed in the Appe ndix
thereto which relate to payment solutions , user engagement , and any other material
aspects of your business .  In that regard, we note your related risk factor on page 24
in which you identify multiple  cooperation areas and state, “If services provided  by
Tencent to us become limited . . . , our business may be materially and adversely
affected.”

Zheng Huang
Walnut Street Group Holding Limited
June 27, 2018
Page 4

 Description of Share Capital

Shareholders Agreement, page 153

11. You state here that the “special rights” afforded to certain investors pursuant to the
shareholders agreement “will automatically terminate upon the completion of a
qualified initial public offering.”   Please confirm to us , if true, that Tencent’s spe cial
rights under the agreement  (including its right to appoint a director to your board)  will
terminate upon the completion of a qualified  initial public offering.   We note in that
regard Articles  1.6 and 8 .1 of the shareholders agreement filed as Exhibit 4.4  and the
definition of “Qualified Initial Public Offering .”

Exhibits

12. We note that yo u have redacted certain information from your exhibits , such as
Exhibit 10.4 .  If you intend to seek confidential treatment for this information, please
ensure you follow the requirements  set forth in Rule 406  of the Securities Act  or tell
us why you do not believe you need to do so .  For further guidance, please refer to the
Division’s Staff Legal Bulletin No. 1A (July 11, 2011).

You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562 or Robyn
Manuel , Staff Accountan t, at (202) 551 -3823 if you have questions regarding comments on
the financial statements and related matters.  Please contact Parhaum J. Hamidi, Special
Counsel, at (202) 551 -3421 or me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ransom
Assistant Director
Office of Consumer Product s

Mail Stop 3561
June 5, 2018

Zheng Huang
Chairman of the Board of Directors and Chief Executive Officer
Walnut Street Group Holding  Limited
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People’s Republic of China

Re: Walnut Street Group Holding Limited
Draft Registration Statement on Form F-1
Submitted May 7 , 2018
  CIK No. 00017 37806

Dear Mr. Huang :

We have reviewed your draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either
submitting an amended dra ft registration statement or publicly filing your registration
statement on EDGAR.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After review ing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you , or anyone authorized to do so
on your behalf , present to potential investors in reliance on Section 5(d) of the
Securitie s Act, whether or not they retain copies of the communications.

Zheng Huang
Walnut Street Group Holding Limited
June 5, 2018
Page 2

 Prospectus Summary

Our Business, page 1

2. We note your disclosure here that you “have experienced substantial growth since
[your] inception in 2015.”  Please revise to clarify here that, before completing the
transition into your current business model in the first quarter of 2017, you generated
the substantial majority of your revenue from an online direct sales business which no
longer generates revenue , with a view to putting your statements with respect to your
substantial growth into context wit h respect to the current busine ss model .  Please
provide similar clarification in the Business section on page 93 where you assert that
your “new e -commerce business model has created a snowball effec t that led to
[y]our exponential growth.”

Corporate History and Structure, page 3

3. Since investors will be investing in a holding company that does not directly own its
operations in China, please make this fact clear in your prospectus summary.   It must
be clear  that the business you are describing is not the registrant’s business but is the
business of your  variable interest entities.   Please also disclose in this section the fact
that the shareholders of your VIE may have interests that conflic t with you, as you
state on page 32.

4. Please briefly disclose the significant restrictions on payment of dividends imposed
under PRC law and disclose the circumstances under which the funds of your
subsidiaries  and VIE are distributable as cash dividends t o you.  We note the related
disclosure on pages 37 to 38 and 115 to 116 .

Conventions that Apply to this Prospectus, page 5

5. Please revise your disclosure to clarify whether GMV includes shipping charges paid
by buyers to sellers.

6. We note your disclosur e on page 99 that buyers may access your platform and make
purchases within Weixin directly.  Please revise your disclosure to clarify whether
“active buyers” and “monthly active users” include those that access your program
through Weixin directly.

Zheng Huang
Walnut Street Group Holding Limited
June 5, 2018
Page 3

 Risk Factors

Risks Related to Our Business and Industry

Any change, disruption, discontinuity in the features and functions of major social networks
could severely limit . . . , page 14

7. Please expand this risk factor to specify whether users can currently access your
platform , make team purchases, and share product information  without using a social
network generally and without using Weixin or QQ specifically.  In this regard, we
note your disclosure on page 19 that Weixin “serves as one of [your] access p oints to
[your] platform.”  Please provide similar clarifying disclosure where you reference
social networks on page 1 of the prospectus summary .

Tencent provides services to us in connection with various aspects of our operations . . . ,
page 19

8. Please revise to disclose in this risk factor  that Tenc ent owns both Weixin and QQ.

Our online marketing services constitute internet advertisement . . . ., page 25

9. Please revise to disclose here the proportion of your revenue that is derive d from
“online marketing services and other related services” and is therefore subject to
potential confiscation  in the event of a violation of PRC advertising laws, rules and
regulations.

Capitalization, page 58

10. Please tell us your consideration of revising th e pro forma as adjusted capitalization
table to reflect the April 2018 issuance of 254,473,500 Class A Ordinary Shares to a
company controlled by your Founder.  Please also tell us your consideration of
revising pro forma loss per share in Summary Consolid ated Financial Data and
Selected Consolidated Financial Data to reflect the income statement and balance
sheet effects of this share issuance.  Refer to Article 11 of Regulation S -X.

Management’s Discussion and Analysis , page 72

11. Where you identify two or  more factors that contributed to material changes in
financial statement line items, please consider revising your disclosures to quantify
the individual impact of each factor; in this regard, we note you have identified
multiple factors contributing to t he year over year changes in costs of revenues and
gross (loss)/profit.

Zheng Huang
Walnut Street Group Holding Limited
June 5, 2018
Page 4

Key Factors Affecting Our Results of Operations, page 72

12. In your disclosure on page 73, y ou identify “attracting, engaging and retaining
buyers” as a factor that directly affec ts your results of operations.  You also state on
page 73 that your “buyers and merchants have been increasing in parallel as a result
of the powerful network effects of [y]our platform.”  Finally, you include metrics
such as “active buyers ,” “active merchant s,” and “monthly active users” in various
locations throughout your prospectus .  Please expand your MD&A disclosure to
present these metrics and discuss  any material trends in these and any other important
metrics you use to track user, buyer , and merchant  acquisition, engagement, and
retention .  Refer to Item 4.a of Form F -1 and Item 5.D of Form 20 -F.  For guidance,
refer to Section III.B of SEC Release 33 -8350 .

Our ability to manage our costs and expenses by leveraging our scale of business, page 73

13. Please revise to elaborate upon your belief that your marketplace model “has
significant operating leverage and enables [you] to realize structural cost savings.”
Your revised disclosure should explain what you mean by “significant operating
leverage” and de scribe how your marketplace model has such leverage and how it
enables you to realize structur al cost savings.

Key Components of Results of Operations, page 73

14. It appears that r evenues from  online marketplace services in clude revenues from
online marketing services and transaction services .  Please revise the disclosure in
this section to quantify  the amount of revenue you generated from online marketing
services such as bidding for keywords and advertising placements versus the amount
you generated from transaction services such as commission f ees.  Refer to Item 4.a
of Form F -1 and Item 5.A of Form 20 -F.  Please also tell us what types of revenue
constitutes transaction services revenue, other than commission fees.

15. Please provide additional disclosure regarding the commission fees that you earn
when transactions are completed on your platform, including the range of commission
percentages that you may charge and the factors you consider when establishing such
fees.  Pl ease refer to Item 4.a of Form F -1 and Item 5.A of Form 20 -F.

16. Please quantify the cost  of online marketplace service s incurred from payment
processing versus those incurred from platform operation .

Zheng Huang
Walnut Street Group Holding Limited
June 5, 2018
Page 5

 Business

Our “New E -Commerce ” Platform, page 96

17. On pages 96 and 97, you state, “Nearly all of the transactions in 2017 were team
purchases.”   Please revise to specify the proportion of your orders in 2017 and in the
first quarter of 2018 that were team purchases, or tell us why you believe this
information  is not im portant .

18. Please provide additional disclosure about the third -party online payment service
providers with which you cooperate, including whether you are dependent upon any
particular provider or providers for such services.  Refer to Item 4.B.6 o f Form 20 -F.
To the extent material, provide additional disclosure about the terms of any
cooperation agreements with these providers.

Our Buyers, page 99

19. You state here that you “source a substantial portion of your buyer traffic from major
social ne tworks in China, such as Weixin and QQ.”  Please revise to quantify here the
proportion of your buyer traffic that you source from social networks generally and
from Weixin and QQ specifically.  Please provide similar disclosure in the risk factor
discussi ng your use of social networks on page 14.   Please also explain in greater
detail the “mini -program” within Weixin to which you refer  and tell us whether the
manner in which a buyer accesses your platform affects the way in which you derive
revenues .

Mana gement

Pinduoduo Partnership, page 119

20. We note that you plan to establish the Pinduoduo Partnership prior to completion of
this offering and that it appears that the partnership will have rights with respect to
the “nomination, appointment and evaluation  of directors and key management
(including the chief executive officer).”  In light of the significance of these rights
and in order for us to better understand the relationship between you and the
Pinduoduo Partnership, please provide us with a copy of t he Pinduoduo Partnership
Agreement once available, translated into English as necessary.  We may have
comments on disclosure related to the partnership, once the terms and conditions
enumerated in the second paragraph of this section are established.

Zheng Huang
Walnut Street Group Holding Limited
June 5, 2018
Page 6

 Related Party Transactions

Agreement and B usiness Cooperation with Tencent, page 129

21. Please expand the disclosure here to specify the material terms of your strategic
cooperation framework agreement with Tencent.  Refer to Item 4.a of Form F -1 and
Item 7.B. of Form 20 -F.  Please also revise your disclosure throughout the prospectus,
including the prospectus summary section to more clearly disclose your relationship
with Tencent and the extent to which you are dependent upon Tencent platforms to
conduct your b usiness, or tell us why you do not believe such disclosure is required.
In this regard, we note that you derive a significant amount of your traffic from
Weixin and QQ, and also utilize Tencent’s payment platform to settle transactions on
your website.

Description of Share Capital, page 131

22. We note your disclosure on page 131 regarding “the automatic conversion of all of
[y]our outstanding preferred shares” upon completion of the offering.   Please tell us
whether your outstanding Class B ordinary sha res will convert into Class A ordinary
shares upon completion of the offering, and, if so, please revise to so state and to
disclose the conversion ratio.  If the Class B ordinary shares will not convert and you
will maintain the same dual -class share stru cture after the offering, please revise to
add disclosure here, in the prospectus summary, and in the risk factor section
discussing the disparate voting rights associated with your separate classes of shares
and Mr. Huang’s resulting influence over your c ompany.

History of Securities Issuances

Preferred Shares , page 140

23. You state here that “part of” the $1.4 billion aggregate consideration for your March
2018 issuance of Series D preferred shares “consisted of certain business and strategic
cooperation pursuant to and as specified in the Strategic Cooperation Framework
Agreement between [you] and Tencent Mobility Limited.”  Your disclosure in the
table on page II -2 indicates that this “part” of the consideration amounted to $988.8
million.  Please revise  the disclosure in this section to clarify whether Tencent paid
you any cash consideration for the Series D preferred shares, or instead whether you
issued the shares to Tencent solely in consideration for the business and strategic
cooperation contemplate d in the agreement.

Zheng Huang
Walnut Street Group Holding Limited
June 5, 2018
Page 7

 Description of American Depositary Shares

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on
Liability to Holders of ADSs, page 151

24. We note your disclosure on page 152 that “the deposit agreement provides that each
party to the deposit agreement (including each holder, beneficial owner and holder of
interests in the ADRs) irrevocably waives, to the fullest extent permitted by
applicable law, any ri ght it may have to a trial by jury in any lawsuit or proceeding
against the depositary or our company related to our shares, the ADSs or the deposit
agreement.”  Please revise to clarify whether the waiver of the right to a jury trial
applies to claims mad e under the federal securities laws.

Notes to the Consolidated Financial Statements

General

25. Please disclose the amount of revenues from online marketing services versus
commission fees from third party sales transactions, pursuant to the disclosure
requirement in ASC 280 -10-50-40.

2. Summary of Significant Accounting Policies

(m) Revenue reco gnition

Marketplace services, page F -19

26. We note your disclosure that revenues related to commissions on third party sales
transactions are recognized at the time when the underlying transactions are
completed.  Please expand your disclosure to clarify wh en the third party transaction
is considered to be completed.

27. Please tell us the basis in GAAP for the timing of recognition and income statement
classification of coupons issued to consumers.  Explain whether the issuance of the
coupons results in a l oss on the future commission transaction and how this impacts
your accounting.  Also tell us your consideration of disclosing the amount of expense
for each period presented.

28. As it relates to revenue recognition for online marketing services, please eit her
confirm that all of your marketing service arrangements with customers provide for

Zheng Huang
Walnut Street Group Holding Limited
June 5, 2018
Page 8

 revenue on a cost -per-click basis, or if there are other types of marketing service
arrangements, where, for example, you earn fees by virtue of displaying an
advertisem ent over an agreed upon period of time, then please expand your
disclosures to explain the timing of revenue recognition for each type of online
marketing arrangement.

9. Share -Based Compensation, page F -28

29. Please disclose the methods used to estimate the expected term, expected volatility,
expected dividends, and risk -free interest rates.  Refer to ASC 718 -10-50-2(f).

You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562 or Robyn
Manuel , Staff Accountant, at (202) 551 -3823 if you have questions regarding comments on
the financial statements and related matters.  Please contact Parhaum J. Hamidi, Special
Counsel, at (202) 551 -3421 , Lisa M. Kohl, Legal Branch Chief, at (202) 551 -3252  or me at
(202) 551 -3720 with any other questions.

Sincerely,

 /s/ Lisa M. Kohl for

 Mara L. Ransom
Assistant Director
Offic