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424B4
IQIYI, INC. filed this Form 424B4 on 03/29/2018
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Determining the fair value of the share options required us to make complex and subjective judgments, assumptions and estimates, which involved inherent uncertainty. Had we used different assumptions and estimates, the resulting fair value of the share options and the resulting share-based compensation expenses could have been different.

The following table sets forth the fair value of options and ordinary shares estimated at the dates of option and restricted share unit, or RSU, grants indicated below with the assistance from an independent valuation firm:

 

Date of Options/RSUs

Grant

  Options/RSUs
Granted
    Exercise
Price
    Fair Value
of Option/
RSU
    Fair Value
of Ordinary
Shares
    Discount for
Lack of
Marketability
    Discount
Rate
    Type of
Valuations
 

August 6, 2016

    60,103,247     US$ 0.51     US$ 0.49     US$ 0.82       12     17.5     Retrospective  

February 14, 2017

    127,163,896     US$ 0.51     US$ 0.53     US$ 0.89       9     17.5     Retrospective  

December 15, 2017

    720,000       —       US$ 1.92     US$ 1.92       4     16.5     Retrospective  

February 28, 2018

    100,748,427     US$ 0.51     US$ 2.12     US$ 2.57       0     14.8     Retrospective  

For valuation dates before February 28, 2018, valuations of our ordinary shares were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately–Held Company Equity Securities Issued as Compensation, and with the assistance of an independent appraisal firm from time to time. The assumptions we use in the valuation model are based on future expectations combined with management judgment, with inputs of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors:

 

    our operating and financial performance;

 

    current business conditions and projections;

 

    our stage of development;

 

    the prices, rights, preferences and privileges of our convertible preferred shares relative to our ordinary shares;

 

    the likelihood of achieving a liquidity event for the ordinary shares underlying these share-based awards, such as an initial public offering;

 

    any adjustment necessary to recognize a lack of marketability for our ordinary shares; and

 

    the market performance of industry peers.

In order to determine the fair value of our ordinary shares underlying each share-based award grant, we first determined our business enterprise value, or BEV, and then allocated the BEV to each element of our capital structure (convertible preferred shares and ordinary shares) using a hybrid method comprising the probability-weighted expected return method and the option pricing method. In our case, three scenarios were assumed, namely: (i) the liquidation scenario, in which the option pricing method was adopted to allocate the value between convertible preferred shares and ordinary shares, and (ii) the redemption scenario, in which the option pricing method was adopted to allocate the value between convertible preferred shares and ordinary shares, and (iii) the mandatory conversion scenario, in which equity value was allocated to convertible preferred shares and ordinary shares on an as-if converted basis. Increasing probability was assigned to the mandatory conversion scenario during fiscal year 2015 and the subsequent periods in light of preparations for our initial public offering.

As of February 28, 2018, the fair value of our ordinary shares were determined in accordance with the mid-point of the estimated range of the initial public offering price, or $2.57 per common share.

In determining the fair value of our ordinary shares, we applied the income approach / discounted cash flow, or DCF, analysis based on our projected cash flow using management’s best estimate as of the valuation date. The determination of the fair value of our ordinary shares requires complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

Fair value of our ordinary shares increased from US$0.82 in June 2016 to US$0.89 in February 2017 was primarily due to the decrease of the marketability discount.

 

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