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Name | Symbol | Market | Type |
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iQiyi Inc | NASDAQ:IQ | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.79 | 3.78 | 3.79 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
iQIYI, Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.00001 per share
Class B ordinary shares, par value $0.00001 per share
(Title of Class of Securities)
46267X 108
(CUSIP Number)
Baidu, Inc.
Baidu Holdings Limited
Baidu (Hong Kong) Limited
c/o Rong Luo, Chief Financial Officer
Telephone: +(86 10) 5992-8888
Email: ir@baidu.com
Facsimile: +(86 10) 5992-0000
Baidu Campus
No. 10 Shangdi 10th Street,
Haidian District, Beijing 100085
The Peoples Republic of China
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 10, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | This statement on Schedule 13D (the Schedule 13D) constitutes Amendment No. 1 to the Schedule 13D initially filed with the U.S. Securities and Exchange Commission (the Commission) on behalf of each of Baidu, Inc. and Baidu Holdings Limited on April 20, 2018 (the Original Filing), with respect to the Class A ordinary shares, par value $0.00001 per share (Class A Ordinary Shares) of iQIYI, Inc., a Cayman Islands company (the Issuer). |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 46267X 108 NAME OF REPORTING PERSONS Baidu (Hong Kong) Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (See
Instructions) OO CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Hong Kong,
China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 164,705,882
(1) SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 164,705,882
(1) SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,705,882 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 2.73% of the total ordinary shares of
the Issuer (2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) CO Consists of 164,705,882 Class B ordinary shares of the Issuer directly held by Baidu (Hong Kong) Limited.
Baidu (Hong Kong) Limited is wholly owned by Baidu Holdings Limited, which is in turn wholly owned by Baidu, Inc. The beneficial ownership percentage of the total ordinary shares is calculated based on 2,987,828,077
Class A ordinary shares and 3,041,097,278 Class B ordinary shares of the Issuer outstanding as of March 10, 2022. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are
entitled to ten votes per share. Accordingly, and based on the foregoing, the Class B ordinary shares beneficially owned by Baidu (Hong Kong) Limited represent approximately 4.93% of the aggregate voting power of the total issued and
outstanding ordinary shares of the Issuer.
NAME OF REPORTING PERSONS Baidu Holdings Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (See
Instructions) OO CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 3,049,030,609 (1)
SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 3,049,030,609 (1) SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,049,030,609 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 50.57% of the total ordinary shares
of the Issuer (2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) CO Consists of (i) 164,705,882 Class B ordinary shares of the Issuer directly held by Baidu (Hong Kong)
Limited and (ii) 7,933,331 Class A ordinary shares in the form of ADS and 2,876,391,396 Class B ordinary shares of the Issuer directly held by Baidu Holdings Limited. Baidu (Hong Kong) Limited is wholly owned by Baidu Holdings Limited,
which is in turn wholly owned by Baidu, Inc. The beneficial ownership percentage of the total ordinary shares is calculated based on 2,987,828,077
Class A ordinary shares and 3,041,097,278 Class B ordinary shares outstanding of the Issuer as of March 10, 2022. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are
entitled to ten votes per share. Accordingly, and based on the foregoing, the Class B ordinary shares beneficially owned by Baidu Holdings Limited represent approximately 91.05% of the aggregate voting power of the total issued and outstanding
ordinary shares of the Issuer.
NAME OF REPORTING PERSONS Baidu, Inc. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (See
Instructions) OO CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 3,049,030,609
(1) SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 3,049,030,609 (1) SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,049,030,609 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 50.57% of the total ordinary shares
of the Issuer (2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) CO Consists of (i) 164,705,882 Class B ordinary shares of the Issuer directly held by Baidu (Hong Kong)
Limited and (ii) 7,933,331 Class A ordinary shares in the form of ADS and 2,876,391,396 Class B ordinary shares of the Issuer directly held by Baidu Holdings Limited. Baidu (Hong Kong) Limited is wholly owned by Baidu Holdings Limited,
which is in turn wholly owned by Baidu, Inc. The beneficial ownership percentage of the total ordinary shares is calculated based on 2,987,828,077
Class A ordinary shares and 3,041,097,278 Class B ordinary shares outstanding of the Issuer as of March 10, 2022. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are
entitled to ten votes per share. Accordingly, and based on the foregoing, the Class B ordinary shares beneficially owned by Baidu, Inc. represent approximately 91.05% of the aggregate voting power of the total issued and outstanding ordinary
shares of the Issuer.
Explanatory Note This statement on Schedule 13D (the Schedule 13D) constitutes Amendment No. 1 to the Schedule 13D initially filed with the U.S.
Securities and Exchange Commission (the Commission) on behalf of each of Baidu, Inc. and Baidu Holdings Limited on April 20, 2018 (the Original Filing), with respect to the ordinary shares, par value
$0.00001 per share (Ordinary Shares) of iQIYI, Inc., a Cayman Islands company (the Issuer). Except as provided
herein, this statement does not modify any of the information previously reported on the Original Filing. Identity and Background Item 2 is amended by replacing the Schedule A and Schedule B to the Original Filing with
the Schedule A, Schedule B and Schedule C hereto. During the last five years, none of the Reporting
Persons and, to the best of their knowledge, any of the persons listed on Schedule A, Schedule B and Schedule C hereto has been: (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Source and Amount of Funds or Other Considerations Item 3 of the Original Filing is hereby supplemented by adding the following paragraph: On March 4, 2022, the Issuer entered into a subscription agreement with Baidu (Hong Kong) Limited, pursuant to which the Issuer agreed to issue to Baidu
(Hong Kong) Limited an aggregate of 164,705,882 Class B ordinary shares for a consideration of US$100 million in cash. The transaction was completed on March 10, 2022. The foregoing description of the subscription agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
subscription agreement, which is filed hereto as Exhibit 99.4. Interest in Securities of the Issuer Paragraph (a) of Item 5 of the Original Filing is hereby amended and restated as follows: As of the date hereof, (i) Baidu (Hong Kong) limited
beneficially owns 164,705,882 Class B Ordinary Shares, or 2.73% of the issued and outstanding Ordinary Shares, (ii) Baidu Holdings Limited
beneficially owns 3,049,030,609 Ordinary Shares (including 7,933,331 Class A Ordinary Shares in the form of ADS and 3,041,097,278 Class B Ordinary Shares, of which Baidu Holdings Limited, because of its position as the sole shareholder of
Baidu (Hong Kong) Limited, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 164,705,882 Class B Ordinary Shares), or 50.57% of the issued and outstanding Ordinary Shares,
and (ii) Baidu, Inc., because of its position as the sole shareholder of Baidu Holdings Limited, which is the sole shareholder of Baidu (Hong Kong)
Limited, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 3,049,030,609 Ordinary Shares (including 7,933,331 Class A Ordinary Shares in the form of ADS and 3,041,097,278
Class B Ordinary Shares) or 50.57% of the issued and outstanding Ordinary Shares. Material to be Filed as Exhibits. Item 7 of the Original Filing is hereby amended and restated as follows:
Exhibit No. Joint Filing Agreement, dated as of March 14, 2022, by and among Baidu (Hong Kong) Limited, Baidu Holdings Limited and Baidu,
Inc. Previously filed.
SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct. Date: March 14, 2022 /s/ Herman Yu /s/ Robin Yanhong Li /s/ Robin Yanhong Li
SCHEDULE A Directors and Executive Officers of Baidu, Inc. The business address of each of the following directors and executive officers is No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The
Peoples Republic of China. Directors: Name Citizenship Robin Yanhong Li PRC Jixun Foo Singapore Brent Callinicos USA James Ding Hong Kong Yuanqing Yang PRC Executive Officers: Title Citizenship Robin Yanhong Li Chairman and Chief Executive Officer PRC Rong Luo Chief Financial Officer PRC Herman Yu Chief Strategy Officer USA Haifeng Wang Chief Technology Officer PRC Dou Shen Executive Vice President PRC Shanshan Cui Senior Vice President PRC Victor Zhixiang Liang Senior Vice President PRC
SCHEDULE B Directors and Executive Officers of Baidu Holdings Limited The business address of each of the following directors is No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of
China. Directors: Name Citizenship Robin Yanhong Li PRC Herman Yu USA Executive Officers: N/A
SCHEDULE C Directors and Executive Officers of Baidu (Hong Kong) Limited The business address of each of the following directors is No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of
China. Directors: Name Citizenship Herman Yu USA Dong Jia Hong Kong Executive Officers: N/A
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Item 2.
Item 3.
Item 5.
Item 7.
Description
99.1
99.2*
Share Purchase Agreement dated February 12, 2018 by and between iQIYI, Inc. and Baidu Holdings Limited (incorporated by reference to Exhibit 10.64 of the Issuers Registration Statement on Form F-1 (File No. 333-223263) filed with the Securities and Exchange Commission on February 27, 2018)
99.3*
English translation of Ticket Business Cooperation Agreement dated February 12, 2018 by and between Baidu Holdings Limited and iQIYI, Inc. (incorporated by reference to Exhibit 10.65 of the Issuers Registration Statement
on Form F-1 (File No. 333-223263) filed with the Securities and Exchange Commission on February 27, 2018)
99.4
Subscription Agreement dated March 4, 2022 by and between iQIYI, Inc. and Baidu (Hong Kong) Limited
*
Baidu (Hong Kong) Limited
By:
Name:
Herman Yu
Title:
Director
Baidu Holdings Limited
By:
Name:
Robin Yanhong Li
Title:
Director
Baidu, Inc.
By:
Name:
Robin Yanhong Li
Title:
Chairman and Chief Executive Officer
Name
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