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. ☐
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).
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1
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NAME OF
REPORTING PERSONS
Baidu Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,934,724,727
(1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
2,934,724,727
(1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,934,724,727
(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
58.8% of the total ordinary shares*
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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(1)
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Consists of 58,333,331 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.
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(2)
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The beneficial ownership percentage of the total ordinary shares is calculated based on 2,114,341,283 Class A ordinary shares outstanding as reported in the Issuers Prospectus filed under Rule 424(b)(4) filed with
the Securities and Exchange Commission on March 29, 2018 and 2,876,391,396 Class B ordinary shares outstanding as of April 12, 2018. 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 93.3% of the aggregate voting power of the total issued and outstanding
ordinary shares of the Issuer.
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1
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NAME OF
REPORTING PERSONS
Baidu, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,934,724,727
(1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
2,934,724,727
(1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,934,724,727
(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
58.8% of the total ordinary shares*
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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(1)
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Consists of 58,333,331 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.
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(2)
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The beneficial ownership percentage of the total ordinary shares is calculated based on 2,114,341,283 Class A ordinary shares outstanding as reported in the Issuers Prospectus filed under Rule 424(b)(4) filed with
the Securities and Exchange Commission on March 29, 2018 and 2,876,391,396 Class B ordinary shares outstanding as of April 12, 2018. 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 93.3% of the aggregate voting power of the total issued and outstanding
ordinary shares of the Issuer.
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Item 1.
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Security and Issuer.
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This statement on Schedule 13D (this
Schedule
13D
) relates to Class A ordinary shares, par value $0.00001 per share (the
Class
A Ordinary Shares
) of iQIYI, Inc., a Cayman Islands exempted company (the
Issuer
). The address
of the principal executive offices of the Issuer is 9/F, iQIYI Innovation Building, No. 2 Haidian North First Street, Haidian District, Beijing 100080 Peoples Republic of China.
The Issuers American depositary shares (the
ADSs
), each representing 7 Class A Ordinary Shares, are listed on
the NASDAQ Global Select Market under the ticker symbol IQ. As used in this Schedule 13D, the term
Ordinary Shares
includes Class A Ordinary Shares and Class B ordinary shares, par value $0.00001 per share of
the Issuer (the
Class
B Ordinary Shares
).
Item 2.
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Identity and Background.
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This Schedule 13D is being filed pursuant to Regulation
13D-G
of the General Rules and Regulations under the Act by Baidu, Inc., a Cayman Islands exempted company, and Baidu Holdings Limited, a British Virgin Islands company and a direct subsidiary of Baidu, Inc.
(
Baidu Holdings
, and together with Baidu, Inc., the
Reporting Persons
).
The principal business of
the Reporting Persons is to provide Internet search and other services to users and operate platforms that allow businesses to reach potential customers. The address of the principal office of Baidu, Inc. is No. 10 Shangdi 10th Street, Haidian
District, Beijing 100085, The Peoples Republic of China. The address of the principal office of Baidu Holdings is c/o Baidu, Inc., No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China.
The information required by General Instruction C to Schedule 13D with respect to (i) the directors and executive officers of Baidu, Inc.
is listed on
Schedule A
hereto and (ii) the directors and executive officers of Baidu Holdings is listed on
Schedule B
hereto and, in each case, is incorporated herein by reference.
During the last five years, none of the Reporting Persons and the persons listed on
Schedule A
and
Schedule B
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.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 hereto.
Item 3.
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Source and Amount of Funds or Other Considerations
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On February 12, 2018, the
Issuer entered into a share purchase agreement with Baidu Holdings, pursuant to which the Issuer agreed to issue to Baidu Holdings an aggregate of 36,860,691 Class B ordinary shares. The transaction was completed on April 12, 2018. As
consideration for the issuance of such shares and subject to the conditions set forth in the share purchase agreement, Baidu Holdings agreed to (i) undertake certain
non-compete
obligations towards the
Issuer with respect to the online movie ticket and show ticket booking business of Baidu Holdings and its affiliates, (ii) direct user traffic related to such ticket business to the Issuer, (iii) provide the Issuer with technological
support with respect to its ticket booking business, (iv) license certain domain names and certain intellectual property rights to the Issuer and (v) enter into a ticket business cooperation agreement with the Issuer, which was signed
concurrently on February 12, 2018.
The foregoing description of the share purchase agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the share purchase agreement, which is filed as 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, and which is incorporated herein by reference, and the ticket business cooperation agreement dated as of
February 12, 2018 by and between the Issuer and Baidu Holdings, which is filed as 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.
Item 4.
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Purpose of Transaction
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The information set forth in or incorporated by reference in
Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4.
The Reporting Persons consummated the transactions
described herein in order to acquire an interest in the Issuer for investment purposes. The Reporting Persons expect to evaluate on an ongoing basis the Issuers financial condition and prospects and their respective interests in, and
intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, which review may be based on various factors, including the Issuers business and financial condition, results of operations and prospects,
general economic and industry conditions, the securities markets in general and those for the Issuers securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves the
right to change its intentions, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase its holdings in the Issuer or
dispose of all or a portion of the securities of the Issuer that the Reporting Persons now own or may hereafter acquire.
Except as set
forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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(a) As of the date hereof,
(i) Baidu Holdings beneficially owns 2,934,724,727 Ordinary Shares (including 58,333,331 Class A Ordinary Shares, in the form of ADS and 2,876,391,396 Class B Ordinary Shares) or 58.8% of the issued and outstanding Ordinary Shares and
(ii) Baidu, Inc., because of its position as the sole shareholder of Baidu Holdings, may, pursuant to Rule
13d-3
of the Act, be deemed to beneficially own 2,934,724,727 Ordinary Shares (including
58,333,331 Class A Ordinary Shares, in the form of ADS and 2,876,391,396 Class B Ordinary Shares) or 58.8% of the issued and outstanding Ordinary Shares.
(b) As of the date hereof, each of Baidu Holdings and Baidu, Inc. has sole power to vote or to direct the voting and to
dispose or to direct the disposition of the shares beneficially owned by it as specified in Item 5(a) above.
(c) The information set forth in Item 3 above is incorporated by reference into this Item 5(c).
(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any securities owned by either of the Reporting Persons.
(e) Not
applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
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The information set forth in or incorporated by reference in Items 3 and 5 of this Schedule 13D is incorporated by reference into this Item 6.
Item 7.
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Material to be Filed as Exhibits.
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Exhibit
No.
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Description
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99.1*
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Joint Filing Agreement, dated as of April 20, 2018, by and between Baidu Holdings Limited and Baidu, Inc.
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99.2
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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)
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99.3
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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)
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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.
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Date: April 20, 2018
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Baidu Holdings Limited
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By:
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/s/ Robin Yanhong Li
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Name:
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Robin Yanhong Li
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Title:
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Director
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Baidu, Inc.
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By:
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/s/ Robin Yanhong Li
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Name:
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Robin Yanhong Li
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Title:
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Director
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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:
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Name
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Citizenship
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Robin Yanhong Li
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PRC
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Qi Lu
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USA
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James Ding
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Hong Kong
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Yuanqing Yang
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PRC
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Brent Callinicos
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USA
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Executive Officers:
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Name
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Title
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Citizenship
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Robin Yanhong Li
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Chairman and Chief Executive Officer
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PRC
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Qi Lu
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Vice Chairman, Group President and Chief Operating Officer
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USA
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Herman Yu
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Chief Financial Officer
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USA
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Lee Liu
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Senior Vice President
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PRC
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Hailong Xiang
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Senior Vice President
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PRC
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Ya-Qin
Zhang
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President, New Business
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USA
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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:
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Name
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Citizenship
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Robin Yanhong Li
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PRC
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Herman Yu
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USA
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Executive Officers:
N/A