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424B4
IQIYI, INC. filed this Form 424B4 on 03/29/2018
Entire Document
 


Table of Contents

Option to Purchase Additional ADSs

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of 18,750,000 ADSs from us at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be severally and not jointly obligated, subject to specified conditions, to purchase a number of additional ADSs proportionate to that underwriter’s initial purchase commitment as indicated in the table above. This option may be exercised only if the underwriters sell more ADSs than the total number set forth on the cover page of this prospectus.

Commission and Expenses

The underwriters have advised us that they propose to offer the ADSs to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers, which may include the underwriters, at that price less a concession not in excess of US$0.324 per ADS. After the offering, the initial public offering price, concession and reallowance to dealers may be varied by the underwriters. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

Baidu, our parent company, and Hillhouse Capital, a long-term asset manager affiliated with our shareholder HH RSV-V Holdings Limited, have subscribed 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.

The following table shows the public offering price, the underwriting discounts and commissions that we are to pay the underwriters and the proceeds, before expenses, to us in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional ADSs.

 

     Per ADS      Total  
     Without
Option to
Purchase
Additional
ADSs
     With Option
to Purchase
Additional
ADSs
     Without
Option to
Purchase
Additional
ADSs
     With Option
to Purchase
Additional

ADSs
 

Public offering price

   US$ 18.00      US$ 18.00      US$ 2,250,000,000      US$ 2,587,500,000  

Underwriting discounts and commissions paid by us

   US$ 17.46      US$ 17.46      US$ 67,500,000      US$ 77,625,000  

Proceeds to us, before expenses

   US$ 17.46      US$ 17.46      US$ 2,182,500,000      US$ 2,509,875,000  

The underwriters will reimburse us for our expenses incurred in connection with this offering in an amount up to $8.5 million. The underwriters further agree to reimburse us for an amount up to approximately $10.1 million in connection with the sale of any additional ADSs to the underwriters upon exercise of the underwriters’ option to purchase such additional ADSs.

Determination of Offering Price

Prior to this offering, there has not been a public market for our ADSs. Consequently, the initial public offering price for our ADSs will be determined by negotiations between us and the representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information,

 

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