Pinduoduo : Notice of Annual General Meeting

Pinduoduo Inc.

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: PDD)

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "2023 Annual

Meeting") of Pinduoduo Inc. (the "Company") will be held on February 8, 2023 at 9:00 a.m., China Standard Time, or on February 7, 2023 at 8:00 p.m., U.S. Eastern Time.

To provide a consistent experience to all shareholders regardless of location, the 2023 Annual Meeting will be held virtually through live webcast and teleconference. Holders of the Company's ordinary shares as of the close of business on January 13, 2023, China Standard Time, the record date, are cordially invited to attend the 2023 Annual Meeting. We are sending a Notice of Access to the 2023 Annual Meeting to our shareholders. Please follow the procedures set out in the Notice of Access for admission to the 2023 Annual Meeting.

Holders of the Company's American Depositary Shares ("ADSs") issued by Deutsche Bank Trust Company Americas, as depository (the "Depository"), may not attend or vote at the 2023 Annual Meeting. Instead, holders of ADSs as of January 13, 2023 will need to instruct the Depository as to how to vote the Company's Class A ordinary shares represented by the ADSs.

Your vote is very important. Whether or not you plan to participate in the 2023 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 2023 Annual Meeting will be held for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions and special resolutions, as the case may be:

ORDINARY RESOLUTIONS

1. Re-electionof Mr. Lei Chen as a director of the Company;
2. Re-electionof Mr. Anthony Kam Ping Leung as a director of the Company;
3. Re-electionof Mr. Haifeng Lin as a director of the Company;
4. Re-electionof Dr. Qi Lu as a director of the Company;
5. Re-electionof Mr. George Yong-Boon Yeo as a director of the Company;

SPECIAL RESOLUTIONS

1. Change of the Company's corporate name from "Pinduoduo Inc." to "PDD Holdings Inc."; and
2. Subject to passing of the special resolution no. 6 and the new name of the Company being entered in the Register of Companies by the Registrar of Companies in the Cayman Islands, amendment and restatement of the Company's Ninth Amended and Restated Memorandum and Articles of Association by the deletion in their entirety and by the substitution in their place of the Tenth Amended and Restated Memorandum and Articles of Association, in the form attached hereto as Exhibit A.

The 2023 Annual Meeting will also transact any other business properly brought before the meeting. Further details of the proposed resolutions are set out in the accompanying proxy statement which is incorporated into this notice by reference.

RESULT OF THE 2023 ANNUAL MEETING

We expect to announce the results of the 2023 Annual Meeting in a current report on Form 6- K to be filed with the SEC within two business days after the 2023 Annual Meeting.

ANNUAL REPORT AND PROXY MATERIALS ARE AVAILABLE ON THE INTERNET

We are furnishing proxy materials to our shareholders primarily via the Internet instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our 2023 Annual Meeting. The proxy materials and the Company's annual reports 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,

Pinduoduo Inc.

______________________________

Andre Jianchong Zhu General Counsel January 13, 2023

Exhibit A

Please see attached.

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

PDD HOLDINGS INC.

(adopted by a Special Resolution passed on [ ], 2023)

1. The name of the Company is PDD Holdings Inc.
2. The Registered Office of the Company will be situated at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.
3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands.
4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act.
5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
6. The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.
7. The authorised share capital of the Company is US$400,000 divided into 80,000,000,000 shares comprising of (i) 77,300,000,000 Class A Ordinary Shares of a par value of US$0.000005 each, (ii) 2,200,000,000 Class B Ordinary Shares of a par value of US$0.000005 each and (iii) 500,000,000 shares of a par value of US$0.000005 each of such class or classes (however designated) as the board of directors may determine in accordance with Article 9 of the Articles. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
8. The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.
9. Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

PDD HOLDINGS INC.

(adopted by a Special Resolution passed on [ ], 2023)

TABLE A

The regulations contained or incorporated in Table 'A' in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

"ADS"	means an American Depositary Share representing Class A Ordinary Shares;
"Affiliate"	means in respect of a Person, any other Person that, directly or indirectly, through
	one or more intermediaries, controls, is controlled by, or is under common control
	with, such Person, and (i) in the case of a natural person, shall include, without
	limitation, such person's spouse, parents, children, siblings, mother-in-law, father-
	in-law,brothers-in-law and sisters-in-law, a trust for the benefit of any of the
	foregoing, and a corporation, partnership or any other entity wholly or jointly
	owned by any of the foregoing, and (ii) in the case of an entity, shall include a
	partnership, a corporation or any other entity or any natural person which directly,
	or indirectly through one or more intermediaries, controls, is controlled by, or is
	under common control with, such entity. The term "control" shall mean the
	ownership, directly or indirectly, of shares possessing more than fifty per cent
	(50%) of the voting power of the corporation, partnership or other entity (other
	than, in the case of a corporation, securities having such power only by reason of
	the happening of a contingency), or having the power to control the management
	or elect a majority of members to the board of directors or equivalent decision-
	making body of such corporation, partnership or other entity;
"Articles"	means these articles of association of the Company, as amended or substituted
	from time to time;
"Board" and "Board of	means the directors of the Company for the time being, or as the case may be, the
Directors" and "Directors"	directors assembled as a board or as a committee thereof;
"Chairman"	means the chairman of the Board of Directors;
"Class" or "Classes"	means any class or classes of Shares as may from time to time be issued by the
	Company;
"Class A Ordinary Share"	means an Ordinary Share of a par value of US$0.000005 in the capital of the
	Company, designated as a Class A Ordinary Share and having the rights provided
	for in these Articles;
"Class B Ordinary Share"	means an Ordinary Share of a par value of US$0.000005 in the capital of the
	Company, designated as a Class B Ordinary Share and having the rights provided
	2