爱奇艺美股招股说明书(2023-01-18版)

424B5 1 d367585d424b5.htm 424(B)(5) Table of ContentsFiled Pursuant to Rule 424(b)(5)Registration No. 333-251359 Prospectus Supplement (to Prospectus dated December 15, 2020) 76,500,000 American Depositary Shares Representing 535,500,000 Class A Ordinary Shares iQIYI, Inc. This prospectus supplement relates to an offering by us of an aggregate of 76,500,000 American depositary shares, or ADSs, each representing seven Class A ordinary shares, par value US$0.00001 per share, of iQIYI, Inc. Our ADSs are listed on The Nasdaq Global Select Market under the symbol “IQ.” The last reported sale price of our ADSs on The Nasdaq Global Select Market on January 13, 2023 was US$6.69 per ADS. Investing in the ADSs involves risk. See “Risk Factors” beginning on page S-13 of this prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in the ADSs. iQIYI, Inc. is not a Chinese operating company, but rather a Cayman Islands holding company with no equity ownership in the variable interest entities, or the VIEs. Our Cayman Islands holding company does not conduct business operations directly. We conduct our operations in China through (i) our PRC subsidiaries and (ii) the VIEs with which we have maintained contractual arrangements and their subsidiaries in China. PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in certain value-added telecommunication services, internet audio-video program services and certain other businesses. Accordingly, we operate these businesses in China through the VIEs and their subsidiaries, and rely on contractual arrangements among our PRC subsidiaries, the VIEs and their nominee shareholders to control the business operations of the VIEs. The VIEs are consolidated for accounting purposes, but are not entities in which our Cayman Islands holding company, or our investors, own equity. Revenues contributed by the VIEs accounted for 93%, 92%, 94% of our total revenues for the years ended December 31, 2019, 2020 and 2021, respectively. As used in this prospectus supplement, “we,” “us,” “our company,” “our,” or “iQIYI” refers to iQIYI, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs in China, including Beijing iQIYI Science and Technology Co., Ltd. (“Beijing iQIYI”), Shanghai iQIYI Culture Media Co., Ltd. (“Shanghai iQIYI”) and Shanghai Zhong Yuan Network Co., Ltd. (“Shanghai Zhong Yuan”), iQIYI Pictures (Beijing) Co., Ltd. (“iQIYI Pictures”) and Beijing iQIYI Intelligent Entertainment Technology Co., Ltd., (“Intelligent Entertainment”). Investors in the ADSs are not purchasing equity interest in the VIEs in China, but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands. However, the contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs and we may incur substantial costs to enforce the terms of the arrangements. Uncertainties in the PRC legal system may limit our ability, as a Cayman Islands holding company, to enforce these contractual arrangements. Meanwhile, there are very few precedents as to whether contractual arrangements would be judged to form effective control over the relevant VIEs through the contractual arrangements, or how contractual arrangements in the context of a the VIEs should be interpreted or enforced by the PRC courts. Should legal actions become necessary, we cannot guarantee that the court will rule in favor of the enforceability of the VIEs contractual arrangements. In the event we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over the VIEs, and our ability to conduct our business may be materially adversely affected. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information — D. Risk Factors — Risks Relating to Our Corporate Structure” in our annual report on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 Form 20-F”), which is incorporated by reference in the accompanying prospectus, and “Risk Factors — Risks Relating to This Offering” in this prospectus supplement. There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and their nominee shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. As of the date of this prospectus supplement, to our best knowledge, our directors and managemen