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)
* | 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. |
** | 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. |
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).
1 | Name of Reporting Person
Xiaomi Ventures Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
341,874,885 | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
341,874,885 | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
341,874,885 | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11 | Percent of Class Represented by Amount in Row 9
6.9% | |||||
12 | Type of Reporting Person
CO |
2
1 | Name of Reporting Person
Xiaomi Corporation | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
341,874,885 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
341,874,885 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
341,874,885 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11 | Percent of Class Represented by Amount in Row 9
6.9% | |||||
12 | Type of Reporting Person
CO |
(1) | 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. |
3
Item 1(a). |
Name of Issuer: iQIYI, Inc.(the Issuer) | |
Item 1(b). |
Address of Issuers Principal Executive Offices: | |
Item 2(a). |
Name of Person Filing: (ii) Xiaomi Corporation (collectively, the Reporting Persons) | |
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
For Xiaomi
Corporation | |
Item 2(c) |
Citizenship: | |
Item 2(d). |
Title of Class of Securities:
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. | |
Item 2(e). |
CUSIP Number:
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. | |
Item 3. |
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: | |
Not applicable |
4
Item 4. |
Ownership: |
Reporting Person |
Amount beneficially owned: |
Percent of class: |
Percent of aggregate voting power: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
|||||||||||||||||||||
Xiaomi Ventures Limited |
341,874,885 | 6.9 | % | 1.1 | % | 341,874,885 | 0 | 341,874,885 | 0 | |||||||||||||||||||
Xiaomi Corporation |
341,874,885 | 6.9 | % | 1.1 | % | 341,874,885 | 0 | 341,874,885 | 0 |
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.
Item 5. | Ownership of Five Percent or Less of a Class: | |
Not applicable | ||
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: | |
Not applicable | ||
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: | |
Not applicable | ||
Item 8. |
Identification and Classification of Members of the Group: | |
Not applicable | ||
Item 9. |
Notice of Dissolution of Group: | |
Not applicable | ||
Item 10. |
Certifications: | |
Not applicable |
5
LIST OF EXHIBITS
Exhibit |
Description | |
A | Joint Filing Agreement |
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
XIAOMI VENTURES LIMITED | ||
By: | /s/ LEI Jun | |
Name: | LEI Jun | |
Title: | Director | |
XIAOMI CORPORATION | ||
By: | /s/ LEI Jun | |
Name: | LEI Jun | |
Title: | Director |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A ordinary shares, par value of $0.00001 per share, of iQIYI, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 1, 2019.
XIAOMI VENTURES LIMITED | ||
By: | /s/ LEI Jun | |
Name: | LEI Jun | |
Title: | Director | |
XIAOMI CORPORATION | ||
By: | /s/ LEI Jun | |
Name: | LEI Jun | |
Title: | Director |