UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2025

 

 

 

Commission File Number: 001-38591

 

 

 

PDD Holdings Inc.

 

First Floor, 25 St Stephen’s Green,

Dublin 2, D02 XF99

Ireland
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

 

Form 20-F   x             Form 40-F   ¨

 

 

 

 

 

 

Exhibit Index

 

Exhibit 99.1 – Notice of Annual General Meeting

 

Exhibit 99.2 – Proxy Statement for Annual General Meeting

 

Exhibit 99.3 – Form of Proxy for Annual General Meeting

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

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

 

Date: November 19, 2025

 

 

 

 

Exhibit 99.1

 

PDD Holdings Inc.

(Incorporated in the Cayman Islands with limitedliability)

(NASDAQ Ticker: PDD)

 

 

 

NOTICE OF ANNUAL GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that an annual generalmeeting (the “2025 Annual Meeting”) of PDD Holdings Inc. (the “Company”) will be held at 7:00 a.m., IrishStandard Time, on December 19, 2025.

 

To provide a consistent experience to all shareholdersregardless of location, the 2025 Annual Meeting will be held in virtual format through live webcast and teleconference. Holders of theCompany’s ordinary shares as of the close of business on November 19, 2025, Irish Standard Time, the record date, arecordially invited to attend the 2025 Annual Meeting. We are sending a Notice of Access to the 2025 Annual Meeting to our shareholders.Please follow the procedure set out in the notice for admission to the 2025 Annual Meeting.

 

Under the deposit agreement, holders of the Company’sAmerican depository shares (“ADSs”) may not attend or vote at the 2025 Annual Meeting. Instead, holders of ADSs asof November 19, 2025 will need to instruct Deutsche Bank Trust Company Americas, the depository, as to how to vote the Company’sordinary shares represented by the ADSs.

 

Your vote is very important. Whether or notyou plan to participate in the 2025 Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible.For specific instructions on how to vote your shares, please refer to the accompanying proxy statement.

 

Items of business

 

The 2025 Annual Meeting will be held for the purposesof considering and, if thought fit, passing the following resolutions as ordinary resolutions:

 

ORDINARY RESOLUTIONS

 

1.      Re-electionof Mr. Lei Chen as a director of the Company;

2.      Re-electionof Mr. Jiazhen Zhao as a director of the Company;

3.      Re-electionof Mr. Anthony Kam Ping Leung as a director of the Company;

4.      Re-electionof Mr. Haifeng Lin as a director of the Company;

5.      Re-electionof Dr. Ivonne M.C.M. Rietjens as a director of the Company;

6.      Re-electionof Mr. George Yong-Boon Yeo as a director of the Company.

The 2025 Annual Meeting will also transact anyother business properly brought before the meeting. Further details of the proposed resolutions are set out in the accompanying proxystatement which is incorporated into this notice by reference.

Result of the 2025 annualmeeting

We expect to announce the result of the 2025 AnnualMeeting in a current report on Form 6-K to be filed with the SEC within two business days after the 2025 Annual Meeting.

Annual Report and proxymaterials are available on the internet

We are furnishing proxy materials to our shareholdersprimarily via the Internet instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reducethe environmental impact of our 2025 Annual Meeting. The proxy materials and the Company’s annual report on Form 20-F forthe year ended December 31, 2024 are available free of charge on the investor relations section of our website at https://investor.pddholdings.com/.

By Order of the Board of Directors,
PDD Holdings Inc.
/s/ Lei Chen
Lei Chen
Chairman of the Board of Directors

Dublin

November 19, 2025

 

Exhibit 99.2

 

PDD Holdings Inc.

(Incorporated in the Cayman Islands with limitedliability)

(NASDAQ Ticker: PDD)

 

 

 

Proxy Statement for Annual General Meeting (orany adjournment or postponement thereof)
held via live webcast and teleconference at 7:00 a.m., Irish Standard Time, on December 19, 2025.

 

Introduction

 

Thisproxy statement is furnished in connection with the solicitation by the board of directors (the “Board”) of PDD HoldingsInc. (the “Company”) of proxies for the annual general meeting of the Company (the “2025 Annual Meeting”)to be held via live webcast and teleconference at 7:00 a.m., Irish Standard Time, on December 19, 2025, and at any adjournment(s) orpostponement(s) thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting.

 

TheBoard of Directors has fixed November 19, 2025 as the record date (the “Record Date”) for determining shareholdersentitled to receive notice of, and to vote at, the 2025 Annual Meeting. Only holders of record of the ordinary shares of the Company (the “Ordinary Shares”) at the close of business on the Record Date are entitled to receive notice of and to vote in respectof the matters requiring shareholders’ vote at the 2025 Annual Meeting. Holders of American Depository Shares (the “ADSs”)issued by Deutsche Bank Trust Company Americas, as depository (the “Depository”), and representing our Class Aordinary shares are not entitled to attend or vote at the 2025 Annual Meeting. Instead, holders of ADSs as of the Record Date will needto instruct the Depository as to how to vote the Company’s Class A ordinary shares represented by the ADSs.

 

Thisproxy statement and the accompanying Notice of Annual General Meeting are first being sent to holders of Ordinary Shares on or aboutNovember 19, 2025. Holders of Ordinary Shares will receive an instruction on access to the 2025 Annual Meeting together with thisproxy statement. You can review and download this proxy statement and other proxy materials on the investor relations section of ourwebsite at https://investor.pddholdings.com/.

 

Quorum

 

Thequorum of the 2025 Annual Meeting is one or more holders of Ordinary Shares which carry in aggregate (or representing by proxy) not lessthan a majority of all votes attaching to all Ordinary Shares in issue and entitled to voteat the meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative.

 

Voting by Holders of Ordinary Shares

 

Holdersof record of the Ordinary Shares shall vote by proxy forms. When proxy forms are properly dated, executed and returned by holders of OrdinaryShares to the e-mail address set forth in the proxy form no later than 48 hours before the time appointed for the holding of the 2025Annual Meeting, the Ordinary Shares they represent will be voted by the proxy holder at the meeting, or at any adjournment or postponementthereof, in accordance with the instructions of the shareholder. If no specific instructions are given in such proxy forms, the proxyholder will vote in favor of the items set forth in the proxy form. The proxy holder will also vote in the discretion of such proxy holderon any other matters that may properly come before the meeting, or at any adjournment or postponement thereof. Where any holder of OrdinaryShares affirmatively abstains from voting on any particular resolution, the votes attachingto such Ordinary Shares will not be included or counted in the determination of the number of Ordinary Shares present and voting for thepurposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum,as described above).

 

Voting by Holders of ADSs

 

Asthe holder of record for all the Ordinary Shares represented by the ADSs, only the Depository may vote those Ordinary Shares at the 2025Annual Meeting.

 

Wehave requested the Depository to distribute to holders and beneficial owners of ADSs at the close of business on the Record Date an ADSVoting Card. Upon the timely receipt from any holders of record of ADSs of voting instructions in the manner specified, the Depositorywill endeavor, to the extent practicable and legally permissible, to vote or cause to bevoted the number of Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the depositagreement for the ADSs (the “Deposit Agreement”), the Depository will not vote or attempt to exercise the right tovote other than in accordance with such voting instructions or such deemed instructions as further described in the paragraphs below.

 

 

 

 

Thereis no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to returnvoting instructions to the Depository in a timely manner, in which case the Ordinary Shares underlying the holder’s ADSs may notbe voted in accordance with such holder’s wishes.

 

If(i) the Depositary timely receives voting instructions from a holder of ADSs but such instructions fail to specify the manner inwhich the Depositary is to vote the Ordinary Shares represented by such holder’s ADSs, or (ii) no timely instructions are receivedby the Depository from a holder of ADSs by 10:00 a.m. December 15, 2025 (U.S. Eastern Time), the Depository will deem such holderof ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares representedby such holder’s ADSs, unless the Company has informed the Depository that (a) the Company does not wish such proxy to be given,(b) substantial opposition exists, or (c) the rights of holders of Ordinary Shares may be materially adversely affected, ineach case in accordance with the terms of the Deposit Agreement.

 

Revocability of Proxies and ADS VotingCards

 

Anyproxy given by a holder of Ordinary Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of anADS Voting Card, may be revoked: (a) for holders of ADSs, by submitting a written notice of revocation or a fresh ADS Voting Card,as the case may be, bearing a later date, which must be received by the Depositary, no later than 10:00 a.m. December 15, 2025(U.S. Eastern Time) or (b) for holders of Ordinary Shares, by submitting a written notice of revocation or a fresh proxy form, asthe case may be, bearing a later date, which must be received by the Company no later than 48 hours before the time appointed for theholding of the 2025 Annual Meeting or at any adjournment or postponement thereof.

 

 

 

 

ProposalS

 

ELECTION OF DIRECTORS

 

TheBoard has nominated directors Lei Chen, Jiazhen Zhao, Anthony Kam Ping Leung, Haifeng Lin, Ivonne M.C.M. Rietjens and George Yong-BoonYeo to be elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.

 

Biographicinformation of the directors standing for election is set forth below:

 

LeiChen is a founding member of our company and has served as our chairman of the board of directors since March 2021 and co-chiefexecutive officer since April 2023. Mr. Chen has also served as our director since July 2020. Mr. Chen served as ourchief executive officer from July 2020 to April 2023, as our chief technology officer from 2016 to 2020 and as our directorfrom February 2017 to July 2018. Prior to joining our company, Mr. Chen served as chief technology officer of XinyoudiStudio since 2011. Mr. Chen’s prior working experience includes internships with Google (Nasdaq: GOOG), Yahoo Inc. and IBM(NYSE: IBM) in the United States. Mr. Chen was trained as a data scientist and is a prolific publisher on the subject of data mining,and has presented his works in large international conferences, such as the ACM SIGMOD Conference, Very Large Data Bases (VLDB) Conferencesand International Conference on Machine Learning. Mr. Chen received his bachelor’s degree in computer science from TsinghuaUniversity and his doctoral degree in computer science from University of Wisconsin-Madison.

 

JiazhenZhao is a founding member of our company and has served as our director and co-chief executive officer since April 2023.Mr. Jiazhen Zhao served as a senior vice president from 2018 to 2023. Mr. Zhao has held several leadership roles across ourcompany. He started our Duo Duo Grocery business and led the operations of a few key product categories in the Pinduoduo platform, includingagriculture. He also led our supply chain efforts. Mr. Zhao received his bachelor’s degree in e-commerce management from SouthChina University of Technology.

 

AnthonyKam Ping Leung has served as our independent director and chairman of the audit committee since August 2019. Mr. Kamis also chairman of our compensation committee. Mr. Kam has more than 30 years of experience in the financial services industry inAsia. He is a Chartered Financial Analyst and a chartered accountant in Singapore. Mr. Kam also serves as an independent directorof OCBC Bank Ltd. in China since September 2021. Mr. Kam served as the deputy chief executive officer and the executive directorof HSBC Bank (China) Company Limited (“HSBC China”) from February 2016 to April 2018 and served as the chief financialofficer of HSBC China from May 2013 to February 2016. Prior to that, Mr. Kam served as the chief financial officer of HSBCBank (Singapore) Limited (“HSBC Singapore”) from September 2005 to May 2013. In addition to financial accountingand control, management accounting and tax responsibilities, Mr. Kam had direct oversight on specific risk management functions suchas treasury product control and asset & liabilities management. Mr. Kam was also a member of the asset and liabilities managementmeeting and a member of the risk management meeting under the executive committee of HSBC Singapore and HSBC China. Mr. Kam receivedbachelor of science from University of Hong Kong and his master degree in applied finance from Macquarie University.

 

HaifengLin has served as our director since June 2017. Mr. Lin is currently the head of Tencent Financial Technology and acorporate vice president of Tencent Holdings Limited (HKEx: 00700). Prior to that, he served as general manager of the merger and acquisitionsdepartment of Tencent Technology (Shenzhen) Company Limited, an affiliate of Tencent Holdings Limited. From July 2003 to November 2010,Mr. Lin served in different roles in finance, strategy and business operation at Microsoft. Prior to that, Mr. Lin worked atNokia China from 1999 to 2001. Mr. Lin also serves as a non-executive director of Linklogis Inc. (HKEx: 09959) since October 2019.Mr. Lin received his bachelor’s degree in engineering from Zhejiang University in June 1997 and his master’s degreein business administration from the Wharton School of the University of Pennsylvania in May 2003.

 

IvonneM.C.M. Rietjens has served as our independent director since August 2023. Dr. Rietjens is also a member of our auditcommittee and nominating and corporate governance committee. Dr. Rietjens has more than 25 years of experience in food safety. Shehas been a full professor at Wageningen University since 2001 and is currently head of the division of toxicology. She is an elected memberof the Royal Netherlands Academy of Arts and Sciences (KNAW) and the chairperson of the KNAW Scientific Council for Natural Sciences andEngineering. She currently serves as the chairperson of the Expert Panel of the Flavor and Extract Manufacturers Association (FEMA) ofthe United States advising on GRAS (Generally Recognized As Safe) notifications for new food flavors and is an elected member of the FrenchAcademy of Agriculture. She is also a board member of Skal Biocontrole, an independent organization that supervises and certifies theorganic food chain in the Netherlands, and a member of the Fonterra Global Food Safety Science Advisory Panel. Previously, she servedas the chairperson of the Dutch Society for Toxicology from 1999 to 2005, a member of the Academic Board at Wageningen University from2012 to 2017, and a member of the Supervisory Board of Royal Wessanen BV. She was also an active member of several committees on foodand occupational safety, including panels and working groups of the European Food Safety Authority and the Dutch Health Council. From2013 to 2021, she was a member of the Scientific Advisory Board of the National Institute of Public Health & Hygiene (RIVM).Dr. Rietjens received her bachelor’s and master’s degrees in molecular life sciences from Wageningen University and herPh.D. degree in toxicology from Wageningen University.

 

 

 

 

GeorgeYong-Boon Yeo has served as our independent director and chairman of our nominating and corporate governance committee sinceJuly 2018. Mr. Yeo is also a member of our audit committee and compensation committee. He currently serves as a Visiting Scholarat the Lee Kuan Yew School of Public Policy of the National University of Singapore, and an independent non-executive director of AIAGroup Limited (HKEx: 01299). Prior to that, Mr. Yeo served 23 years in the government of Singapore, and was Minister for Informationand the Arts, Health, Trade & Industry, and Foreign Affairs of Singapore. Mr. Yeo is also a member of the Board of Trusteesof Berggruen Institute on Governance and International Advisory Panel of Peking University, among others. Mr. Yeo studied Engineeringat Cambridge University on a President’s Scholarship, graduating with a Double First in 1976, and became a Signals Officer in theSingapore Armed Forces. After graduating from the Singapore Command and Staff College in 1979, he was posted to the Republic of SingaporeAir Force. Mr. Yeo graduated with an MBA (Baker Scholar) from the Harvard Business School in 1985. He was appointed Chief-of-Staffof the Air Staff from 1985 to 1986 and Director of Joint Operations and Planning in the Defence Ministry from 1985 to 1988, attainingthe rank of Brigadier-General.

 

TheBoard recommends that shareholders vote “FOR” the election to the Board of each of the nominees named above.

 

 

 

 

Exhibit 99.3

 

PDD Holdings Inc.

(Incorporated in the Cayman Islands with limitedliability)

(NASDAQ Ticker: PDD)

 

 

 

Form of Proxy for Annual General Meeting(or any adjournment or postponement thereof)
held via live webcast and teleconference at 7:00 a.m., Irish Standard Time, on December 19, 2025. (Note 1)

 

  I/We,  
Please Print Name(s)

 

of  

Please Print Address(es)

 

the undersigned, being the registeredholder(s) of _____________________ Class A ordinary shares(Note 2), par value US$0.000005 per share, of PDDHoldings Inc. (the “Company”) hereby appoint the Chairman of the Annual General Meeting(Note 3) or___________________ of _______________________________________________ as my/our proxy to attend and act for me/us at the AnnualGeneral Meeting and at any adjournment(s) or postponement(s) thereof, and in the event of a poll voting, to vote for me/usas indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

 

PROPOSALS

 

FOR
(Note 4)
AGAINST
(Note 4)
ABSTAIN
(Note 4)
1.

As an ordinary resolution:

 

THAT Mr. Lei Chen be re-elected as a director of the Company.

 

¨ ¨ ¨
2.

As an ordinary resolution:

 

THAT Mr. Jiazhen Zhao be re-elected as a director of the Company.

 

¨ ¨ ¨
3.

As an ordinary resolution:

 

THAT Mr. Anthony Kam Ping Leung be re-elected as a director of the Company.

 

¨ ¨ ¨
4.

As an ordinary resolution:

 

THAT Mr. Haifeng Lin be re-elected as a director of the Company.

 

¨ ¨ ¨
5.

As an ordinary resolution:

 

THAT Dr. Ivonne M.C.M. Rietjens be re-elected as a director of the Company.

 

¨ ¨ ¨
6.

As an ordinary resolution:

 

THAT Mr. George Yong-Boon Yeo be re-elected as a director of the Company.

 

¨ ¨ ¨

 

Dated     , 2025 Signature(s) (Note5)  

 

 

Notes:

1Please send the completed and signed proxy form to us (i) by mail to First Floor, 25 St Stephen’s Green, Dublin 2, D02 XF99 Ireland (Attention to Investor Relations), or (ii) by email to investor@pddholdings.com.
2Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy cardwill be deemed to relate to all the shares in the Company registered in your name(s).
3If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THEANNUAL GENERAL MEETING OR” and insert the name and address of the proxy desired in the space provided. A member may appointone or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS PROXY CARD MUST BE INITIALED BY THE PERSON(S)WHO SIGN(S) IT.
4IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.”IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” Ifyou wish to abstain from voting on a particular resolution, tick the appropriate box marked “ABSTAIN.” Failureto complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion.
5This proxy card must be signed by you or your attorney duly authorized in writing or, in the case of acorporation, must be executed under the hand of an officer or attorney duly authorized to sign the same.

 

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