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IQIYI, INC. filed this Form 424B4 on 03/29/2018
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Filed Pursuant to Rule 424(b)(4)

Registration No. 333-223263


125,000,000 American Depositary Shares



iQIYI, Inc.

Representing 875,000,000 Class A Ordinary Shares



This is an initial public offering of American depositary shares, or ADSs, of iQIYI, Inc.

We are offering 125,000,000 ADSs. Each ADS represents 7 of our Class A ordinary shares, par value US$0.00001 per share.

Prior to this offering, there has been no public market for our ADSs or shares. Our ADSs have been approved for listing on the Nasdaq Global Market under the symbol “IQ.”

Immediately following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Baidu, Inc., our controlling shareholder, will beneficially own all of our issued Class B ordinary shares and will be able to exercise 93.3% of the total voting power of our issued and outstanding share capital immediately following the completing of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Baidu, our parent company, and Hillhouse Capital, a long-term asset manager affiliated with our shareholder HH RSV-V Holdings Limited, have subscribed for, and have been allocated by the underwriters, 8,333,333 ADSs and 9,500,000 ADSs, respectively, in this offering at the initial public offering price. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these parties as they will on any other ADSs sold to the public in this offering. For additional information, see “Underwriting.”

See “Risk Factors” beginning on page 15 for factors you should consider before buying the ADSs.






Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


     Price to Public    Underwriting
Discounts and
   Proceeds to us(1)


   US$18.00    US$0.54    US$17.46


   US$2,250,000,000.00    US$67,500,000.00    US$2,182,500,000.00


(1) See “Underwriting” for additional disclosure regarding reimbursement arrangement between us and the underwriters.

We have granted the underwriters the right to purchase up to an additional 18,750,000 ADSs to cover over-allotments at the initial public offering price less the underwriting discount.



The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on April 3, 2018.


Goldman Sachs (Asia) L.L.C.    Credit Suisse    BofA Merrill Lynch




China Renaissance    Citigroup    UBS Investment Bank

Prospectus dated March 28, 2018