Statement of Ownership (sc 13g)
01 Febbraio 2019 - 1:50PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
iQIYI, Inc.
(Name of Issuer)
Class A ordinary shares, US$0.00001 par value per share
(Title of Class of Securities)
86740P108**
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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**
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CUSIP number 86740P108 has been assigned to the American depositary shares (ADSs) of the issuer,
which are quoted on The Nasdaq Stock Market under the symbol IQ. Each ADS represents seven class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
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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 Person
Xiaomi Ventures Limited
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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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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5
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Sole Voting Power
341,874,885
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
341,874,885
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
341,874,885
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount
in Row 9
6.9%
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12
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Type of Reporting Person
CO
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2
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1
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Name of
Reporting Person
Xiaomi Corporation
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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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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5
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Sole Voting Power
341,874,885
(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
341,874,885
(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
341,874,885
(1)
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount
in Row 9
6.9%
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12
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Type of Reporting Person
CO
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(1)
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Represents 341,874,885 Class A ordinary shares directly held by Xiaomi Ventures Limited, a company
incorporated under the laws of British Virgin Islands. Xiaomi Ventures Limited is beneficially owned and controlled by Xiaomi Corporation.
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3
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Item 1(a).
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Name of Issuer:
iQIYI, Inc.(the Issuer)
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Item 1(b).
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Address of Issuers Principal Executive Offices:
9/F, iQIYI Innovation Building, No. 2
Haidian North First Street, Haidian District, Beijing 100080, Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
(i) Xiaomi Ventures Limited; and
(ii) Xiaomi Corporation (collectively, the Reporting Persons)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
For Xiaomi Ventures Limited
c/o P.O. Box 2221
Road
Town, Tortola
British Virgin Islands
For Xiaomi
Corporation
Rainbow City Office Building
68 Qinghe Middle Street
Haidian District, Beijing
Peoples Republic of China
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Item 2(c)
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Citizenship:
Xiaomi Ventures Limited British Virgin Islands
Xiaomi Corporation
Cayman Islands
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Item 2(d).
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Title of Class
of Securities:
Class A ordinary shares, $0.00001 par value per share, of the
Issuer
The Issuers ordinary shares consist of
Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share. Class B ordinary
shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstances.
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Item 2(e).
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CUSIP Number:
86740P108
This CUSIP number applies to the American depositary shares of the Issuer, each representing seven Class A ordinary
shares of the Issuer, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares.
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b),
or
240.13d-2(b)
or (c), check whether the persons filing is a:
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Not applicable
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4
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Percent
of
aggregate
voting
power:
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Sole power to
vote or direct
the vote:
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Shared
power to
vote or to
direct the
vote:
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Sole power to
dispose or to direct
the disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Xiaomi Ventures Limited
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341,874,885
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6.9
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%
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1.1
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%
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341,874,885
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0
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341,874,885
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0
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Xiaomi Corporation
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341,874,885
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6.9
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%
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1.1
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%
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341,874,885
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0
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341,874,885
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0
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As of December 31, 2018, 341,874,885 Class A ordinary shares were directly held by Xiaomi Ventures Limited, a
company incorporated under the laws of British Virgin Islands. Xiaomi Ventures Limited is beneficially owned and controlled by Xiaomi Corporation.
The
percentage of class of securities beneficially owned by each Reporting Person is based on a total of 4,990,732,679 ordinary shares (being the sum of 2,114,341,283 Class A ordinary shares and 2,876,391,396 Class B ordinary shares) of the
Issuer reported to be outstanding in the Issuers Rule 424(b)(4) Prospectus filed on March 29, 2018 after the consummation of the transactions reported therein, reflecting the 36,860,691 Class B ordinary shares then expected to be
issued to Baidu Holdings in 2018 (as reported by the Issuer in its Rule 424(b)(4) Prospectus) and assuming no exercise of the underwriters option to purchase additional ADSs representing Class A ordinary shares.
Class B
ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are not
convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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5
LIST OF EXHIBITS
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Exhibit
No.
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Description
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A
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Joint Filing Agreement
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6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 1, 2019
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XIAOMI VENTURES LIMITED
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By:
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/s/ LEI Jun
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Name:
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LEI Jun
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Title:
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Director
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XIAOMI CORPORATION
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By:
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/s/ LEI Jun
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Name:
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LEI Jun
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Title:
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Director
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