What changed in iQIYI, Inc.'s 20-F — 2024 vs 2025
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Paragraph-level year-over-year comparison of iQIYI, Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+1045 added−1138 removedSource: 20-F (2026-03-16) vs 20-F (2025-03-27)
Top changes in iQIYI, Inc.'s 2025 20-F
1045 paragraphs added · 1138 removed · 859 edited across 5 sections
- Item 3. Legal Proceedings+520 / −563 · 473 edited
- Item 4. Mine Safety Disclosures+270 / −275 · 185 edited
- Item 5. Market for Registrant's Common Equity+122 / −184 · 102 edited
- Item 6. [Reserved]+102 / −91 · 74 edited
- Item 7. Management's Discussion & Analysis+31 / −25 · 25 edited
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
473 edited+47 added−90 removed457 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
473 edited+47 added−90 removed457 unchanged
2024 filing
2025 filing
Biggest changeVariable interest entities and their subsidiaries WFOEs Subsidiaries (other than the WFOEs) Eliminating adjustments Consolidated totals RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB ASSETS Current assets: Cash and cash equivalents 401,002 2,832,913 606,915 593,695 — 4,434,525 887,386 803,720 1,239,956 598,617 — 3,529,679 Short-term investments — 333,191 608,547 — — 941,738 — 738,561 203,049 — — 941,610 Accounts receivable, net — 2,061,497 798 106,747 — 2,169,042 — 2,117,491 3,189 70,498 — 2,191,178 Licensed copyrights, net — 361,225 108,181 113,115 — 582,521 — 193,365 112,455 82,898 — 388,718 Prepayments and other assets 4,725 2,603,639 55,701 1,843,338 — 4,507,403 2,543 2,138,706 34,917 299,885 — 2,476,051 Total current assets 405,727 8,192,465 1,380,142 2,656,895 — 12,635,229 889,929 5,991,843 1,593,566 1,051,898 — 9,527,236 Non-current assets: Fixed assets, net — 600,586 228,678 34,549 — 863,813 — 607,502 150,191 120,289 — 877,982 Long-term investments — 1,712,915 — 547,870 — 2,260,785 — 1,577,992 — 530,485 — 2,108,477 Investment in subsidiaries and contractual interests in VIEs — — — 35,486 (35,486 ) — — — — 36,497 (36,497 ) — Licensed copyrights, net — 1,951,329 2,758,685 2,256,494 — 6,966,508 — 1,656,880 3,141,940 2,131,233 — 6,930,053 Produced content, net — 12,349,284 487,767 539,934 — 13,376,985 — 13,418,428 810,581 478,860 — 14,707,869 Operating lease assets — 545,894 1,400 136,603 — 683,897 — 486,719 795 122,318 — 609,832 Goodwill — 2,345,466 1,475,357 — — 3,820,823 — 2,345,466 1,475,357 — — 3,820,823 Others — 745,107 334,591 2,906,636 — 3,986,334 — 1,156,455 992,676 5,029,122 — 7,178,253 Total non-current assets — 20,250,581 5,286,478 6,457,572 (35,486 ) 31,959,145 — 21,249,442 6,571,540 8,448,804 (36,497 ) 36,233,289 Amounts due from the entities within our company (1) 22,653,118 — 1,118,471 — (23,771,589 ) — 21,082,424 — 2,938,540 — (24,020,964 ) — Total assets 23,058,845 28,443,046 7,785,091 9,114,467 (23,807,075 ) 44,594,374 21,972,353 27,241,285 11,103,646 9,500,702 (24,057,461 ) 45,760,525 LIABILITIES Third-party liabilities Current liabilities: Accounts and notes payable — 3,197,634 1,110,027 1,363,413 — 5,671,074 — 3,422,348 2,059,613 1,000,248 — 6,482,209 Customer advances and deferred revenue — 4,234,384 2,848 135,976 — 4,373,208 — 4,212,168 681 190,837 — 4,403,686 Short-term loans — 2,292,845 460,267 818,525 — 3,571,637 — 1,433,031 1,671,149 682,721 — 3,786,901 Convertible senior notes, current portion 2,802,442 — — — — 2,802,442 242,460 — — — — 242,460 Long-term loans, current portion — — — — — — — 63,997 97,990 6,000 — 167,987 Operating lease liabilities, current portion — 83,575 666 16,642 — 100,883 — 78,079 557 18,039 — 96,675 Accrued expenses and other liabilities 25,891 2,641,951 2,296,146 858,302 — 5,822,290 13,897 3,226,119 2,379,155 678,244 — 6,297,415 Total current liabilities 2,828,333 12,450,389 3,869,954 3,192,858 — 22,341,534 256,357 12,435,742 6,209,145 2,576,089 — 21,477,333 Non-current liabilities: — Long-term loans — — 97,990 — — 97,990 — 935,455 — 101,380 — 1,036,835 Convertible senior notes 8,143,994 — — — — 8,143,994 8,350,570 — — — — 8,350,570 Operating lease liabilities — 485,139 533 38,075 — 523,747 — 433,549 — 28,425 — 461,974 Other non-current liabilities — 1,037,634 251,357 13,203 — 1,302,194 — 980,001 64,883 15,165 — 1,060,049 Total non-current liabilities 8,143,994 1,522,773 349,880 51,278 — 10,067,925 8,350,570 2,349,005 64,883 144,970 — 10,909,428 Amounts due to the entities within our company (1) — 21,712,172 — 14,197,364 (35,909,536 ) — — 19,093,453 — 15,329,046 (34,422,499 ) — Total liabilities 10,972,327 35,685,334 4,219,834 17,441,500 (35,909,536 ) 32,409,459 8,606,927 33,878,200 6,274,028 18,050,105 (34,422,499 ) 32,386,761 Shareholders’ equity/(deficit): Noncontrolling interests — 63,497 — 34,900 — 98,397 — (21,519 ) — 29,857 — 8,338 Total iQIYI shareholders’ equity/(deficit) (2) 12,086,518 (7,305,785 ) 3,565,257 (8,361,933 ) 12,102,461 12,086,518 13,365,426 (6,615,396 ) 4,829,618 (8,579,260 ) 10,365,038 13,365,426 Total equity/(deficit) 12,086,518 (7,242,288 ) 3,565,257 (8,327,033 ) 12,102,461 12,184,915 13,365,426 (6,636,915 ) 4,829,618 (8,549,403 ) 10,365,038 13,373,764 Total liabilities and equity/(deficit) 23,058,845 28,443,046 7,785,091 9,114,467 (23,807,075 ) 44,594,374 21,972,353 27,241,285 11,103,646 9,500,702 (24,057,461 ) 45,760,525 15 Selected Condensed Consolidating Cash Flows Information For the year ended December 31, 2022 2023 2024 iQIYI, Inc.
Biggest changeVariable interest entities and their subsidiaries WFOEs Subsidiaries (other than the WFOEs) Eliminating adjustments Consolidated totals RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB ASSETS Current assets: Cash and cash equivalents 887,386 803,720 1,239,956 598,617 — 3,529,679 1,615,986 1,438,131 455,935 844,223 — 4,354,275 Short-term investments — 738,561 203,049 — — 941,610 — 281,692 33,127 — — 314,819 Accounts receivable, net — 2,117,491 3,189 70,498 — 2,191,178 — 2,406,133 3,157 113,378 — 2,522,668 Licensed copyrights, net — 193,365 112,455 82,898 — 388,718 — 270,434 88,828 88,245 — 447,507 Prepayments and other assets 2,543 2,138,706 34,917 299,885 — 2,476,051 19,043 1,880,948 51,968 699,067 — 2,651,026 Total current assets 889,929 5,991,843 1,593,566 1,051,898 — 9,527,236 1,635,029 6,277,338 633,015 1,744,913 — 10,290,295 Non-current assets: Fixed assets, net — 607,502 150,191 120,289 — 877,982 — 562,349 87,412 253,666 — 903,427 Long-term investments — 1,577,992 — 530,485 — 2,108,477 — 1,394,923 — 378,386 — 1,773,309 Investment in subsidiaries and contractual interests in VIEs — — — 36,497 (36,497 ) — — — — 48,908 (48,908 ) — Licensed copyrights, net — 1,656,880 3,141,940 2,131,233 — 6,930,053 — 1,407,960 2,923,020 1,631,974 — 5,962,954 Produced content, net — 13,418,428 810,581 478,860 — 14,707,869 — 13,942,621 400,950 234,466 — 14,578,037 Operating lease assets — 486,719 795 122,318 — 609,832 — 377,643 163 111,914 — 489,720 Goodwill — 2,345,466 1,475,357 — — 3,820,823 — 2,345,466 1,475,357 — — 3,820,823 Others — 1,156,455 992,676 5,029,122 — 7,178,253 — 1,975,616 1,165,153 5,722,401 — 8,863,170 Total non-current assets — 21,249,442 6,571,540 8,448,804 (36,497 ) 36,233,289 — 22,006,578 6,052,055 8,381,715 (48,908 ) 36,391,440 Amounts due from the entities within our company (1) 21,082,424 — 2,938,540 — (24,020,964 ) — 19,898,404 — 4,257,527 — (24,155,931 ) — Total assets 21,972,353 27,241,285 11,103,646 9,500,702 (24,057,461 ) 45,760,525 21,533,433 28,283,916 10,942,597 10,126,628 (24,204,839 ) 46,681,735 LIABILITIES Third-party liabilities Current liabilities: Accounts and notes payable — 3,422,348 2,059,613 1,000,248 — 6,482,209 — 3,879,760 1,787,145 985,527 — 6,652,432 Customer advances and deferred revenue — 4,212,168 681 190,837 — 4,403,686 — 3,947,934 — 212,525 — 4,160,459 Short-term loans — 1,433,031 1,671,149 682,721 — 3,786,901 — 996,608 825,217 671,275 — 2,493,100 Convertible senior notes, current portion 242,460 — — — — 242,460 1,459,151 — — — — 1,459,151 Long-term loans, current portion — 63,997 97,990 6,000 — 167,987 — 662,656 9,200 66,535 — 738,391 Operating lease liabilities, current portion — 78,079 557 18,039 — 96,675 — 66,347 — 17,827 — 84,174 Accrued expenses and other liabilities 13,897 3,226,119 2,379,155 678,244 — 6,297,415 45,808 2,890,603 2,632,684 910,505 — 6,479,600 Total current liabilities 256,357 12,435,742 6,209,145 2,576,089 — 21,477,333 1,504,959 12,443,908 5,254,246 2,864,194 — 22,067,307 Non-current liabilities: — Long-term loans — 935,455 — 101,380 — 1,036,835 — 3,070,772 130,629 167,475 — 3,368,876 Convertible senior notes 8,350,570 — — — — 8,350,570 6,711,948 — — — — 6,711,948 Operating lease liabilities — 433,549 — 28,425 — 461,974 — 319,955 — 20,301 — 340,256 Other non-current liabilities — 980,001 64,883 15,165 — 1,060,049 — 865,836 — 18,586 — 884,422 Total non-current liabilities 8,350,570 2,349,005 64,883 144,970 — 10,909,428 6,711,948 4,256,563 130,629 206,362 — 11,305,502 Amounts due to the entities within our company (1) — 19,093,453 — 15,329,046 (34,422,499 ) — — 19,244,158 — 14,809,890 (34,054,048 ) — Total liabilities 8,606,927 33,878,200 6,274,028 18,050,105 (34,422,499 ) 32,386,761 8,216,907 35,944,629 5,384,875 17,880,446 (34,054,048 ) 33,372,809 Shareholders’ equity/(deficit): Noncontrolling interests — (21,519 ) — 29,857 — 8,338 — (31,883 ) — 24,283 — (7,600 ) Total iQIYI shareholders’ equity/(deficit) (2) 13,365,426 (6,615,396 ) 4,829,618 (8,579,260 ) 10,365,038 13,365,426 13,316,526 (7,628,830 ) 5,557,722 (7,778,101 ) 9,849,209 13,316,526 Total equity/(deficit) 13,365,426 (6,636,915 ) 4,829,618 (8,549,403 ) 10,365,038 13,373,764 13,316,526 (7,660,713 ) 5,557,722 (7,753,818 ) 9,849,209 13,308,926 Total liabilities and equity/(deficit) 21,972,353 27,241,285 11,103,646 9,500,702 (24,057,461 ) 45,760,525 21,533,433 28,283,916 10,942,597 10,126,628 (24,204,839 ) 46,681,735 15 Selected Condensed Consolidating Cash Flows Information For the year ended December 31, 2023 2024 2025 iQIYI, Inc.
Variable interest entities and their subsidiaries WFOEs Subsidiaries (other than the WFOEs) Eliminating adjustments Consolidated totals iQIYI, Inc.
Variable interest entities and their subsidiaries WFOEs Subsidiaries (other than the WFOEs) Eliminating adjustments Consolidated totals iQIYI, Inc.
In smart TV video streaming market, only a small number of qualified license holders can provide internet audio and visual program service to the TV terminal users via smart TVs, set-top boxes and other electronic products. Most of those license holders are radio or TV stations.
In the smart TV video streaming market, only a small number of qualified license holders can provide internet audio and visual program service to the TV terminal users via smart TVs, set-top boxes and other electronic products. Most of those license holders are radio or TV stations.
In addition, where a special government review is required for specific types of advertisements prior to posting, such as advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals, we are obligated to confirm that such review has been performed and approval has been obtained from competent governmental authority.
In addition, where a special government review is required for specific types of advertisements prior to posting, such as advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals, we are obligated to confirm that such review has been performed and approval has been obtained from a competent governmental authority.
If our users are unable to access our online application in a timely fashion, or at all, our user experience may be compromised and the users may seek other platforms to meet their needs, and may not return to iQIYI or use iQIYI as often in the future, or at all.
If our users are unable to access our online application in a timely fashion, or at all, our user experience may be compromised and our users may seek other platforms to meet their needs, and may not return to iQIYI or use iQIYI as often in the future, or at all.
We have invested in and acquired, and may continue to invest in and acquire, assets, technologies and businesses that are complementary to our business in the future. For example, in July 2018, we acquired 100% equity stake in a developer and publisher of games known as Skymoons. Acquired businesses or assets may not yield the results we expect.
We have invested in and acquired, and may continue to invest in and acquire, assets, technologies and businesses that are complementary to our business in the future. For example, in July 2018, we acquired a 100% equity stake in a developer and publisher of games known as Skymoons. Acquired businesses or assets may not yield the results we expect.
Any adverse changes in economic conditions in mainland China, in the policies of the Chinese government or in the laws and regulations in mainland China could have a material adverse effect on the overall economic growth of China.
Any adverse changes in economic conditions in Chinese mainland, in the policies of the Chinese government or in the laws and regulations in Chinese mainland could have a material adverse effect on the overall economic growth of China.
As of the date of this annual report, there is no equivalent or similar restriction or limitation in Hong Kong on cash or assets transfers in, or out of, our Hong Kong entities.
As of the date of this annual report, there is no equivalent or similar restriction or limitation in Hong Kong on cash or assets transfers in, or out of, our Hong Kong entities.
According to PBOC Notice No. 9, after a transition period of one year since the promulgation of PBOC Notice No. 9, the People’s Bank of China and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9.
According to PBOC Notice No. 9, after a transition period of one year since the promulgation of the People’s Bank of China Notice No. 9, the PBOC and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9.
Furthermore, in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes and cybersecurity related threats as follows: • our technology, system, networks and our users’ devices have been subject to, and may continue to be the target of, cyber-attacks, computer viruses, malicious code, phishing attacks or information security breaches that could result in an unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees or sensitive information provided by our users, or otherwise disrupt our, our users’ or other third parties’ business operations; • we periodically encounter attempts to create false accounts or use our platform to send targeted and untargeted spam messages to our users, or take other actions on our platform for purposes such as spamming or spreading misinformation, and we may not be able to repel spamming attacks; • the use of encryption and other security measures intended to protect our systems and confidential data may not provide absolute security, and losses or unauthorized access to or releases of confidential information may still occur; • our security measures may be breached due to employee error, malfeasance or unauthorized access to sensitive information by our employees, who may be induced by outside third parties, and we may not be able to anticipate any breach of our security or to implement adequate preventative measures; and we may be subject to IT system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, or other events or disruptions.
Furthermore, in the future we may experience 34 service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes and cybersecurity related threats as follows: • our technology, system, networks and our users’ devices have been subject to, and may continue to be the target of, cyber-attacks, computer viruses, malicious code, phishing attacks or information security breaches that could result in an unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees or sensitive information provided by our users, or otherwise disrupt our, our users’ or other third parties’ business operations; • we periodically encounter attempts to create false accounts or use our platform to send targeted and untargeted spam messages to our users, or take other actions on our platform for purposes such as spamming or spreading misinformation, and we may not be able to repel spamming attacks; • the use of encryption and other security measures intended to protect our systems and confidential data may not provide absolute security, and losses or unauthorized access to or releases of confidential information may still occur; • our security measures may be breached due to employee error, malfeasance or unauthorized access to sensitive information by our employees, who may be induced by outside third parties, and we may not be able to anticipate any breach of our security or to implement adequate preventative measures; and we may be subject to IT system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, or other events or disruptions.
The PRC Anti-monopoly Law and the implementing rules (i) require that where concentration of undertakings reaches the filing threshold stipulated by the State Council, a filing must be made with the anti-monopoly authority before the parties implement the concentration, (ii) prohibit a business operator with a dominant market position from abusing such position, such as by selling commodities at unfairly high prices or buying commodities at unfairly low prices, selling products at prices below cost without any justifiable cause, or refusing to trade with a trading party without any justifiable 56 cause, and (iii) prohibit business operators from entering into monopoly agreements, which refer to agreements that eliminate or restrict competition with competing business operators or transaction counterparties, such as by boycotting transactions, fixing or changing the price of commodities, limiting the output of commodities or fixing the price of commodities for resale to third parties, unless the agreements satisfy certain exemptions under the PRC Anti-monopoly Law.
The PRC Anti-monopoly Law and the implementing rules (i) require that where concentration of undertakings reaches the filing threshold stipulated by the State Council, a filing must be made with the anti-monopoly authority before the parties implement the concentration, (ii) prohibit a business operator with a dominant market position from abusing such position, such as by selling commodities at unfairly high prices or buying commodities at unfairly low prices, selling products at prices below cost without any justifiable cause, or refusing to trade with a trading party without any justifiable cause, and (iii) prohibit business operators from entering into monopoly agreements, which refer to agreements that eliminate or restrict competition with competing business operators or transaction counterparties, such as by boycotting transactions, fixing or changing the price of commodities, limiting the output of commodities or fixing the price of commodities for resale to third parties, unless the agreements satisfy certain exemptions under the PRC Anti-monopoly Law.
Risk Factors—Risks Related to Doing Business in Mainland China—The approval of or the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore listings and capital raising activities under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or filing” and “—Risks Related to Our Business and Industry—Our business is subject to complex and evolving Chinese and international laws and regulations regarding cybersecurity, information security, privacy and data protection.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—The approval of or the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore listings and capital raising activities under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or filing” and “—Risks Related to Our Business and Industry—Our business is subject to complex and evolving Chinese and international laws and regulations regarding cybersecurity, information security, privacy and data protection.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore listings and capital raising activities if such approval is required, or a rescission of such CSRC approval we obtained, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in mainland China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore listings and capital raising activities if such approval is required, or a rescission of such CSRC approval we obtained, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in Chinese mainland, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
Risk Factors— Risks Related to Doing Business in Mainland China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Risk Factors— Risks Related to Doing Business in Chinese Mainland—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Risk Factors—Risks Related to Doing Business in Mainland China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Under the Enterprise Income Tax Law and related regulations, dividends, interests, rent or royalties payable by a foreign-invested enterprise, such as our mainland China subsidiaries, to any of its foreign non-resident enterprise investors, and proceeds from any such foreign enterprise investor’s disposition of assets (after deducting the net value of such assets) are subject to a 10% withholding tax, unless the foreign enterprise investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax.
Under the Enterprise Income Tax Law and related regulations, dividends, interests, rent or royalties payable by a foreign-invested enterprise, such as our Chinese mainland subsidiaries, to any of its foreign non-resident enterprise investors, and proceeds from any such foreign enterprise investor’s disposition of assets (after deducting the net value of such assets) are subject to a 10% withholding tax, unless the foreign enterprise investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax.
In addition, as advised by our PRC legal counsel, Jingtian & Gongcheng, as of the date of this annual report, under current PRC laws, regulations and rules, we, our mainland China subsidiaries, the variable interest entities and their subsidiaries are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, or go through cybersecurity review by the Cyberspace Administration of China, or the CAC, with respect to the operation of our business.
In addition, as advised by our PRC legal counsel, Jingtian & Gongcheng, as of the date of this annual report, under current PRC laws, regulations and rules, we, our Chinese mainland subsidiaries, the variable interest entities and their subsidiaries are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, or go through cybersecurity review by the Cyberspace Administration of China, or the CAC, with respect to the operation of our business.
For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including: • an exemption from the rule that a majority of our board of directors must be independent directors; • an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and will rely, on certain exemptions from the Nasdaq corporate governance rules, including: • an exemption from the rule that a majority of our board of directors must be independent directors; • an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
Undistributed profits earned by foreign-invested enterprises prior to January 1, 2008 are exempted from any withholding tax. The Cayman Islands, where iQIYI, Inc., the direct parent company of our mainland China subsidiaries Beijing QIYI Century and Chongqing QIYI Tianxia Science & Technology Co., Ltd., is incorporated, does not have such a tax treaty with China.
Undistributed profits earned by foreign-invested enterprises prior to January 1, 2008 are exempted from any withholding tax. The Cayman Islands, where iQIYI, Inc., the direct parent company of our Chinese mainland subsidiaries Beijing QIYI Century and Chongqing QIYI Tianxia Science & Technology Co., Ltd., is incorporated, does not have such a tax treaty with China.
Furthermore, according to Article 177 of the PRC Securities Law, which took effect in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of mainland China and without the consent by the Chinese securities regulatory authorities and the other competent governmental agencies, no entity or individual may provide documents or materials related to securities business overseas.
Furthermore, according to Article 177 of the PRC Securities Law, which took effect in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of Chinese mainland and without the consent by the Chinese securities regulatory authorities and the other competent governmental agencies, no entity or individual may provide documents or materials related to securities business overseas.
Risk Factors.” Risks Related to Our Business and Industry • We had historically incurred net losses, and may incur losses again in the future. • If we fail to anticipate user preferences and provide high-quality content, especially popular original content, in a cost-effective manner, we may not be able to attract and retain users to remain competitive. • If we fail to procure content from content providers upon terms acceptable to us, our business may be materially and adversely affected. • If our efforts to retain members and attract new members are not successful, our business and results of operations will be materially and adversely affected. • If we fail to retain existing or attract new advertising customers to advertise on our platform, or fail to maintain and increase their wallet share of advertising budget or if we are unable to collect accounts receivable in a timely manner, our financial condition and results of operations may be materially and adversely affected. • Our business is subject to complex and evolving Chinese and international laws and regulations regarding cybersecurity, information security, privacy and data protection.
Risk Factors.” Risks Related to Our Business and Industry • We had historically incurred net losses, and may incur losses again in the future. • If we fail to anticipate user preferences and provide high-quality content, especially popular original content, we may not be able to attract and retain users to remain competitive. • If we fail to procure content from content providers upon terms acceptable to us, our business may be materially and adversely affected. • If our efforts to retain members and attract new members are not successful, our business and results of operations will be materially and adversely affected. • If we fail to retain existing or attract new advertising customers to advertise on our platform, or fail to maintain and increase our wallet share of their advertising budget or if we are unable to collect accounts receivable in a timely manner, our financial condition and results of operations may be materially and adversely affected. • Our business is subject to complex and evolving Chinese and international laws and regulations regarding cybersecurity, information security, privacy and data protection.
Any such tax may reduce the returns on your investment in the ADSs. Any failure or perceived failure to comply with the anti-monopoly, anti-unfair competition, and consumer rights protection laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.
Any such tax may reduce the returns on your investment in the ADSs. 53 Any failure or perceived failure to comply with the anti-monopoly, anti-unfair competition, and consumer rights protection laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.
If any of our competitors achieves greater market acceptance than we do or is able to offer more attractive internet video content, our user traffic and our market share may decrease, which may result in a loss of advertising customers and members, as well as have a material and adverse effect on our business, financial condition and results of operations.
If any of our 26 competitors achieves greater market acceptance than we do or is able to offer more attractive internet video content, our user traffic and our market share may decrease, which may result in a loss of advertising customers and members, as well as have a material and adverse effect on our business, financial condition and results of operations.
In 2021, the Organization for Economic Cooperation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including, Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative guidance have been issued.
In 2021, the Organization for Economic Cooperation and Development announced an Inclusive 38 Framework on Base Erosion and Profit Shifting including, Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative guidance have been issued.
Information on the Company—C. Organizational Structure—Contractual Arrangements with the Variable Interest Entities and Their Respective Shareholders.” Equity interest. Notes: (1) Dr. Yu Gong, our founder, chief executive officer and director, and Mr. Xiaohua Geng, our senior vice president, each holds 50% and 50% of the equity interests in Shanghai iQIYI. (2) Mr.
Information on the Company—C. Organizational Structure—Contractual Arrangements with the Variable Interest Entities and Their Respective Shareholders.” Equity interest. Notes: 5 (1) Dr. Yu Gong, our founder, chief executive officer and director, and Mr. Xiaohua Geng, our senior vice president, each holds 50% and 50% of the equity interests in Shanghai iQIYI. (2) Mr.
Significant capital, managerial and human resources are required to comply with legal requirements, enhance information security and address any issues caused by security failures. In addition, numerous regulations, guidelines and other measures have been and are expected to be adopted under the PRC Cybersecurity Law. See “Item 4. Information on the Company—B.
Significant capital, managerial and human resources are required to comply with legal requirements, enhance information security and address any issues caused by security failures. In addition, numerous regulations, guidelines and 21 other measures have been and are expected to be adopted under the PRC Cybersecurity Law. See “Item 4. Information on the Company—B.
In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose 54 vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.
In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.
If we fail to obtain required approval or complete other review or filing procedures, under the Overseas Listing Measures or otherwise, for any future securities offerings and listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going private transactions, we may face sanctions by the CSRC or other PRC regulatory authorities, which may include fines and penalties on our operations in mainland China, limitations on our operating privileges in mainland China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in mainland China, restrictions on or delays to our future financing transactions offshore, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
If we fail to obtain required approval or complete other review or filing procedures, under the Overseas Listing Measures or otherwise, for any future securities offerings and listings outside of Chinese mainland, including but not limited to follow-on offerings, secondary listings and going private transactions, we may face sanctions by the CSRC or other PRC regulatory authorities, which may include fines and penalties on our operations in Chinese mainland, limitations on our operating privileges in Chinese mainland, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in Chinese mainland, restrictions on or delays to our future financing transactions offshore, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Despite the lack of equity ownership, our Cayman Island holding company is considered as the primary beneficiary of the variable interest entities and consolidates the financial results of the variable interest entities and their subsidiaries as required by ASC topic 810, Consolidation.
Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Despite the lack of equity 10 ownership, our Cayman Island holding company is considered as the primary beneficiary of the variable interest entities and consolidates the financial results of the variable interest entities and their subsidiaries as required by ASC topic 810, Consolidation.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a mainland China enterprise or a mainland China enterprise group will be regarded as a mainland China tax resident by virtue of having its “de facto management body” in mainland China and will be subject to mainland China enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in mainland China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in mainland China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in mainland China; and (iv) at least 50% of voting board members or senior executives habitually reside in mainland China.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a Chinese mainland enterprise or a Chinese mainland enterprise group will be regarded as a Chinese mainland tax resident by virtue of having its “de facto management body” in Chinese mainland and will be subject to Chinese mainland enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in Chinese mainland; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in Chinese mainland; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in Chinese mainland; and (iv) at least 50% of voting board members or senior executives habitually reside in Chinese mainland.
As of the date of this annual report, we have not been subject to any cybersecurity review made by the CAC. 9 On February 17, 2023, the CSRC published the Interim Administrative Measures on Overseas Securities Offering and Listing by the Domestic Enterprises, or the Overseas Listing Measures , which took effect on March 31, 2023.
As of the date of this annual report, we have not been subject to any cybersecurity review made by the CAC. On February 17, 2023, the CSRC published the Interim Administrative Measures on Overseas Securities Offering and Listing by the Domestic Enterprises, or the Overseas Listing Measures , which took effect on March 31, 2023.
However, as advised by our PRC counsel, as such laws, regulations and rules were still relatively new, their interpretation and implementation shall be determined in accordance with the laws and regulations in force at the time. 22 The PRC government authorities also further enhanced the supervision and regulation of cross-border data transmission.
However, as advised by our PRC counsel, as such laws, regulations and rules were still relatively new, their interpretation and implementation shall be determined in accordance with the laws and regulations in force at the time. The PRC government authorities also further enhanced the supervision and regulation of cross-border data transmission.
We shall strictly supervise content we generate ourselves and the reprogramed videos uploaded by our users and shall not facilitate the dissemination of defective audio-video programs. 30 New laws and regulations may be adopted from time to time to prohibit or restrict internet platforms from distribution of certain types of videos and information.
We shall strictly supervise content we generate ourselves and the reprogramed videos uploaded by our users and shall not facilitate the dissemination of defective audio-video programs. New laws and regulations may be adopted from time to time to prohibit or restrict internet platforms from distribution of certain types of videos and information.
If the PRC government finds that our contractual arrangements do not comply with its restrictions on foreign investment in online video and other foreign-restricted services, or if the PRC government otherwise finds that we, the variable interest entities, or any of their subsidiaries are in violation of PRC laws or regulations or lack the necessary permits or licenses to operate our business, the PRC regulatory authorities, including the MIIT, the National Radio and Television Administration, the State Film Bureau, the National Press and Publication Administration, the Ministry of Culture and the Ministry of Commerce, would have discretion in dealing with such violations or failures, including, without limitation: • revoking the business licenses and operating licenses of such entities; 44 • discontinuing or placing restrictions or onerous conditions on our operation through any transactions between our mainland China subsidiaries and the variable interest entities; • imposing fines, confiscating the income from our mainland China subsidiaries or the variable interest entities, or imposing other requirements with which we or the variable interest entities may not be able to comply; • requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the variable interest entities and deregistering the equity pledges of the variable interest entities, which in turn would affect our ability to consolidate, derive economic interests from, or direct activities that most significantly affect the economic performance of the variable interest entities; or restricting or prohibiting our use of the proceeds of any of our offshore financings to finance our business and operations in mainland China.
If the PRC government finds that our contractual arrangements do not comply with its restrictions on foreign investment in online video and other foreign-restricted services, or if the PRC government otherwise finds that we, the variable interest entities, or any of their subsidiaries are in violation of PRC laws or regulations or lack the necessary permits or licenses to operate our business, the PRC regulatory authorities, including the MIIT, the National Radio and Television Administration, the State Film Bureau, the National Press and Publication Administration, the Ministry of Culture and the Ministry of Commerce, would have discretion in dealing with such violations or failures, including, without limitation: • revoking the business licenses and operating licenses of such entities; • discontinuing or placing restrictions or onerous conditions on our operation through any transactions between our Chinese mainland subsidiaries and the variable interest entities; • imposing fines, confiscating the income from our Chinese mainland subsidiaries or the variable interest entities, or imposing other requirements with which we or the variable interest entities may not be able to comply; • requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the variable interest entities and deregistering the equity pledges of the variable interest entities, which in turn would affect our ability to consolidate, derive economic interests from, or direct activities that most significantly affect the economic performance of the variable interest entities; or restricting or prohibiting our use of the proceeds of any of our offshore financings to finance our business and operations in Chinese mainland.
However, if certain restrictions or limitations were to become applicable to cash or assets transfers in and out of Hong Kong entities in the future, the funds or assets in our Hong Kong entities may not be available to fund operations or for other use outside of Hong Kong. See “Item 3. Key Information—D.
However, if certain restrictions or limitations were to become applicable to cash or assets transfers in and out of Hong Kong entities in the future, the funds or assets in our Hong Kong entities may not be available to fund operations or 18 for other use outside of Hong Kong. See “Item 3. Key Information—D.
We cannot assure you that we will be successful in minimizing the frequency or duration of service interruptions. 36 As the number of our users increases and our users generate more content on our platform, we may be required to expand and adapt our technology and infrastructure to continue to reliably store and analyze this content.
We cannot assure you that we will be successful in minimizing the frequency or duration of service interruptions. As the number of our users increases and our users generate more content on our platform, we may be required to expand and adapt our technology and infrastructure to continue to reliably store and analyze this content.
There are uncertainties regarding the rules and implementations, and there is no guarantee that these changes will not affect our financial results. 40 We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
There are uncertainties regarding the rules and implementations, and there is no guarantee that these changes will not affect our financial results. We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
The Overseas Listing Measures state that, any overseas offering of securities, including issuance of shares, convertible notes and other similar securities, by a PRC domestic company, and listing by a PRC domestic company in an overseas market, shall be subject to filing requirements within three business days after the completion of such offering or listing.
The Overseas Listing Measures state that, any overseas offering of securities, including issuance of shares, convertible notes and other similar securities, by a PRC domestic company, and listing by a PRC domestic company in an 46 overseas market, shall be subject to filing requirements within three business days after the completion of such offering or listing.
If any of these assumptions does not materialize, or if the performance of our business is not consistent with such assumptions, the carrying amount of the assets may 38 exceed our recoverable amount, and our assets may be impaired. As a result, we may be required to significantly write-off our assets and record a significant impairment loss.
If any of these assumptions does not materialize, or if the performance of our business is not consistent with such assumptions, the carrying amount of the assets may exceed our recoverable amount, and our assets may be impaired. As a result, we may be required to significantly write-off our assets and record a significant impairment loss.
These shareholders may breach, or cause the variable interest entities to breach, or refuse to renew, the existing contractual arrangements we have with them and the variable interest entities, which would have a material and adverse effect on our ability to effectively direct the business operations of the variable interest entities and receive economic benefits from it.
These shareholders may breach, or cause the variable interest entities to breach, or refuse to renew, the existing contractual arrangements we have with them and the variable interest entities, which would have a material and adverse effect on our ability to effectively direct the business operations of the variable interest entities and receive economic benefits from them.
In order to comply with existing laws and 57 regulations and new laws and regulations that may be enacted in the future, we may need to devote significant resources and efforts, including restructuring affected businesses, adjusting investment activities and adjusting our business strategy, which may adversely affect our business operation, growth prospects and reputation.
In order to comply with existing laws and regulations and new laws and regulations that may be enacted in the future, we may need to devote significant resources and efforts, including restructuring affected businesses, adjusting investment activities and adjusting our business strategy, which may adversely affect our business operation, growth prospects and reputation.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
The terms of the contractual arrangements by and among (i) Shanghai iQIYI and Shanghai Zhong Yuan, respectively, and their respective shareholders, with Beijing QIYI Century and iQIYI, Inc.; (ii) iQIYI Pictures and Intelligent Entertainment, respectively, and their respective shareholders, with iQIYI New Media and iQIYI, Inc.; and (iii) iQIYI Yinhua and its shareholders, with Optical Era and iQIYI, Inc. are substantially the same as the contractual arrangements discussed above.
The terms of the contractual arrangements by and among (i) Shanghai iQIYI and Shanghai Zhong Yuan, respectively, and their respective shareholders, with Beijing QIYI Century and iQIYI, Inc.; (ii) Intelligent Entertainment and its shareholders, with iQIYI New Media and iQIYI, Inc.; and (iii) iQIYI Yinhua and its shareholders, with iQIYI Optical Era and iQIYI, Inc. are substantially the same as the contractual arrangements discussed above.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating certain of our operations in mainland China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “—The interpretation and implementation of the newly enacted PRC Foreign Investment Law shall be determined in accordance with the laws and regulations in force at the time and any noncompliance thereof may impact the viability of our current corporate structure, corporate governance and business operations.” We face various risks and uncertainties related to doing business in mainland China.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating certain of our operations in Chinese mainland do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “—The interpretation and implementation of the newly enacted PRC Foreign Investment Law shall be determined in accordance with the laws and regulations in force at the time and any noncompliance thereof may impact the viability of our current corporate structure, corporate governance and business operations.” We face various risks and uncertainties related to doing business in Chinese mainland.
If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures and our reputation and relationships with users could be harmed, we may lose users and customers and we may be exposed to significant legal and financial 34 risks, including legal claims and regulatory fines and penalties.
If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures and our reputation and relationships with users could be harmed, we may lose users and customers and we may be exposed to significant legal and financial risks, including legal claims and regulatory fines and penalties.
Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered 53 into twice consecutively, the resulting contract, with certain exceptions, must have an unlimited term, subject to certain exceptions. With certain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires.
Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract, with certain exceptions, must have an unlimited term, subject to certain exceptions. With certain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires.
In the event of such a breach, current and potential users may become unwilling to provide to us the information that is necessary for them to use our services or become our members. Additionally, we could face legal claims or regulatory fines or penalties for such a breach.
In the event of such a breach, current and potential users may become unwilling to provide to us the information that is necessary for them to use our 35 services or become our members. Additionally, we could face legal claims or regulatory fines or penalties for such a breach.
Therefore, we are unable to mandatorily purchase, or have Yangshipin Integrated Media Development Co., Ltd. pledge, the 1% equity interests in Beijing iQIYI in the same manner as agreed under existing contractual arrangements, nor 45 are we granted the authorization of the voting rights of the 1% equity interests.
Therefore, we are unable to mandatorily purchase, or have Yangshipin Integrated Media Development Co., Ltd. pledge, the 1% equity interests in Beijing iQIYI in the same manner as agreed under existing contractual arrangements, nor are we granted the authorization of the voting rights of the 1% equity interests.
As a result, it may be difficult for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise.
As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws, or otherwise.
Our holding company in the Cayman Islands, the variable interest entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the variable interest entities and, consequently, significantly affect the financial performance of the variable interest entities and our company as a group.
Our holding company in the Cayman Islands, the variable interest entities, and investors of our company face uncertainty about potential future actions 17 by the PRC government that could affect the enforceability of the contractual arrangements with the variable interest entities and, consequently, significantly affect the financial performance of the variable interest entities and our company as a group.
The inability of the PCAOB to conduct inspections of auditors in mainland China in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.
The inability of the PCAOB to conduct inspections of auditors in Chinese mainland in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.
If our shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares 48 will develop outside of the United States.
If our shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States.
Such a sale could be in conflict with the interests of our employees or our other shareholders. 42 • Developing business relationships with Baidu’s competitors. So long as Baidu remains our controlling shareholder, we may be limited in our ability to do business with its competitors.
Such a sale could be in conflict with the interests of our employees or our other shareholders. • Developing business relationships with Baidu’s competitors. So long as Baidu remains our controlling shareholder, we may be limited in our ability to do business with its competitors.
For example, the variable interest entities and their shareholders could breach their contractual arrangements with us by, among other things, failing to conduct its operations in an acceptable manner or taking other actions that are detrimental to our interests.
For example, the variable interest entities and their shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests.
Xiaohua Geng holds 99% of the equity interests in Beijing iQIYI and Yangshipin Integrated Media Development Co., Ltd., a third-party minority shareholder, holds 1% of the equity interests in Beijing iQIYI. 5 (3) Dr. Yu Gong holds 100% of the equity interests in Shanghai Zhong Yuan. (4) Dr. Yu Gong and Mr.
Xiaohua Geng holds 99% of the equity interests in Beijing iQIYI and Yangshipin Integrated Media Development Co., Ltd., a third-party minority shareholder, holds 1% of the equity interests in Beijing iQIYI. (3) Dr. Yu Gong holds 100% of the equity interests in Shanghai Zhong Yuan. (4) Dr. Yu Gong and Mr.
To date, we have financed our operations primarily with net cash generated from financing activities such as placements of shares, convertible senior notes, bank loans, and the proceeds from our initial public offering and follow-on offering of 23 our securities.
To date, we have financed our operations primarily with net cash generated from financing activities such as placements of shares, convertible senior notes, bank loans, and the proceeds from our initial public offering and follow-on offering of our securities.
Any failure in managing expenditures and evaluating user demands for new products and offerings could materially and adversely affect our business, financial condition and results of operations. 29 In addition, as our business evolves, the metrics reflecting our performance and priorities may change.
Any failure in managing expenditures and evaluating user demands for new products and offerings could materially and adversely affect our business, financial condition and results of operations. In addition, as our business evolves, the metrics reflecting our performance and priorities may change.
The M&A rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in mainland China.
The M&A rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in Chinese mainland.
Upon the 63 occurrence of a fundamental change, holders of these convertible senior notes will have the right, at their option, to require us to repurchase their notes. In the event of a fundamental change, we may also be required to issue additional ADSs upon conversion of our convertible senior notes.
Upon the occurrence of a fundamental change, holders of these convertible senior notes will have the right, at their option, to require us to repurchase their notes. In the event of a fundamental change, we may also be required to issue additional ADSs upon conversion of our convertible senior notes.
While we have been improving bandwidth and operation efficiency through technology innovations, we cannot assure you that our technology innovations will always be developed fast enough to offset potential negative impacts on our operation efficiency associated with such adaptions.
While we have been improving bandwidth and operation efficiency through technology innovations, we cannot assure you that our technology innovations will always be developed fast enough to offset potential negative impacts on our operational efficiency associated with such adaptions.
The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent also governed by our memorandum and articles of association, the Companies Act and the common law of the Cayman Islands.
The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent also governed by our memorandum and articles of association, the Companies Act and 58 the common law of the Cayman Islands.
As advised by our PRC legal counsel, Jingtian & Gongcheng, as of the date of this annual report, our mainland China subsidiaries, the variable interest entities and their subsidiaries have obtained all the requisite permissions and approvals from the PRC government authorities for the business operations of our holding company, our subsidiaries, and the variable interest entities in mainland China, namely, the Value-added Telecommunications Business Operation License, or the VATS License, the Permit for Internet Audio-video Program Service, the Network Culture Business Permit, the Permit to Produce and Operate Radio and Television Programs, the Commercial Performance License, the Internet Publishing License, the Publication Trade License and the Food Trade License.
As advised by our PRC legal counsel, Jingtian & Gongcheng, as of the date of this annual report, our Chinese mainland subsidiaries, the variable interest entities and their subsidiaries have obtained all the requisite permissions and approvals from the PRC government authorities for the business operations of our holding company, our subsidiaries, and the variable interest entities and their subsidiaries in Chinese mainland, namely, the Value-added Telecommunications Business Operation License, or the VATS License, the Permit for Internet Audio-video Program Service, the Network Culture Business Permit, the Permit to Produce and Operate Radio and Television Programs, the Commercial Performance License, the Internet Publishing License, the Publication Trade License and the Food Trade License.
If authorities in the PRC or another foreign jurisdiction were to take a position at any time in the future that would prevent the PCAOB from continuing to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, and if such lack of inspection were to extend for the requisite period of time under the HFCAA, our securities will be prohibited from being traded on U.S. markets and this could result in a determination by Nasdaq to delist our securities.
If authorities in the PRC or another foreign jurisdiction were to take a position at any time in the future that would prevent the PCAOB from continuing to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, and if such lack of inspection were to extend for the requisite period of time under the HFCAA, our securities will be prohibited from being traded on U.S. markets and this could result in a determination by Nasdaq to delist our securities.
Though it does not explicitly classify contractual arrangements as a form of foreign investment, there is no 47 assurance that foreign investment via contractual arrangement would not be interpreted as a type of indirect foreign investment activities under the definition in the future.
Though it does not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment via contractual arrangement would not be interpreted as a type of indirect foreign investment activities under the definition in the future.
In addition, the circumstances in which a shareholder of a Cayman Islands company may sue the company derivatively, and the procedures and 61 defenses that may be available to the company, may result in the rights of shareholders of a Cayman Islands company being more limited than those of shareholders of a company organized in the United States.
In addition, the circumstances in which a shareholder of a Cayman Islands company may sue the company derivatively, and the procedures and defenses that may be available to the company, may result in the rights of shareholders of a Cayman Islands company being more limited than those of shareholders of a company organized in the United States.
In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in mainland China for a continuous period of not less than one year, subject to limited exceptions, and who have been granted share-based awards by our company, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, promulgated by SAFE in 2012.
In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in Chinese mainland for a continuous period of not less than one year, subject to limited exceptions, and who have been granted share-based awards by our company, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, promulgated by SAFE in 2012.
Risk Factors—Risks Related to Doing Business in Mainland China—We may rely on dividends and other distributions on equity paid by our mainland China subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our mainland China subsidiaries to make payments to us and any tax we are required to pay could have a material and adverse effect on our ability to conduct our business.” For mainland China and United States federal income tax considerations in connection with an investment in our ADSs, see “Item 10.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—We may rely on dividends and other distributions on equity paid by our Chinese mainland subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our Chinese mainland subsidiaries to make payments to us and any tax we are required to pay could have a material and adverse effect on our ability to conduct our business.” For Chinese mainland and United States federal income tax considerations in connection with an investment in our ADSs, see “Item 10.
If we, our mainland China subsidiaries, variable interest entities and their subsidiaries (i) do not receive or maintain any necessary permissions or approvals from PRC authorities to operate business or offer securities, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we cannot assure you that we will be able to obtain the necessary permissions or approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained.
If we, our Chinese mainland subsidiaries, variable interest entities and their subsidiaries (i) do not receive or maintain any necessary permissions or approvals from PRC authorities to operate business or offer securities, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we cannot assure you that we will be able to obtain the necessary permissions or approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in Chinese mainland and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
Key Information—Risk Factors—Risks Related to Doing Business in Mainland China.” In addition, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA , in the future, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years.
Key Information—Risk Factors—Risks Related to Doing Business in Chinese Mainland.” In addition, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA , in the future, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years.
Nonetheless, we cannot assure you that we will always be able to accurately predict or capture the trends in technology developments that could result in users’ behavior changes and guide our operations accordingly.
We cannot assure you that we will always be able to accurately predict or capture the trends in technology developments that could result in users’ behavior changes and guide our operations accordingly.
In addition, we may not have obtained 32 licenses for all content we offer and the scope, type and term of the licenses we obtained for certain content may not be broad enough to cover all fashions we currently employ or may employ in the future.
In addition, we may not have obtained licenses for all content we offer and the scope, type and term of the licenses we obtained for certain content may not be broad enough to cover all fashions we currently employ or may employ in the future.
While detailed interpretation of or implementation rules under these laws have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within mainland China, and restrictions on the provision of documents, materials, data and personal information by PRC entities and individuals to an overseas securities regulator, foreign judicial body or foreign law enforcement body may further increase difficulties faced by you in protecting your interests.
While detailed interpretation of or implementation rules under these laws have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within Chinese mainland, and restrictions on the provision of documents, materials, data and personal information by PRC entities and individuals to an overseas securities regulator, foreign judicial body or foreign law enforcement body may further increase difficulties faced by you in protecting your interests.
Our failure to repurchase notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the notes as required by the indenture would constitute a default under the indenture.
Our failure to repurchase notes at the time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the notes as required by the indenture would constitute a default under such indenture.
In addition, certain internet video streaming platforms may continue to derive their revenues from providing content that infringes third-party copyright and may not monitor their platforms for any such infringing 28 content.
In addition, certain internet video streaming platforms may continue to derive their revenues from providing content that infringes third-party copyright and may not monitor their platforms for any such infringing content.
Baidu may decide to sell all or a portion of our shares that it holds to a third party, including to one of our competitors, thereby giving that third-party substantial influence over our business and our affairs.
Baidu may decide to sell all or a portion of our shares that it holds to a third party, including to any one of our competitors, thereby giving that third-party substantial influence over our business and our affairs.
If our contractual arrangements were deemed to be “indirect means” or “disguised form” under Circular 13, the contractual arrangements may be challenged by the National Press and Publication Administration or other governmental authorities.
If our contractual arrangements were deemed to be “indirect means” or “disguised form” under Circular 13, the contractual arrangements may be challenged by the National Press and Publication Administration or other governmental 42 authorities.
Furthermore, if mainland China tax authorities determine that we are a mainland China resident enterprise for enterprise income tax purposes, interest or dividends paid to our non-mainland China individual shareholders (including our ADS holders) and any gain realized on the transfer of the ADSs or ordinary shares by such holders may be subject to mainland China tax at a rate of 20% (which, in the case of interest or dividends, may be subject to withholding at source), if such gain is deemed to be from mainland China sources.
Furthermore, if Chinese mainland tax authorities determine that we are a Chinese mainland resident enterprise for enterprise income tax purposes, interest or dividends paid to our non-Chinese mainland individual shareholders (including our ADS holders) and any gain realized on the transfer of the ADSs or ordinary shares by such holders may be subject to Chinese mainland tax at a rate of 20% (which, in the case of interest or dividends, may be subject to withholding at source), if such gain is deemed to be from Chinese mainland sources.
We may also face sanctions by the CSRC or other PRC regulatory agencies, which may include fines and penalties on our operations in mainland China, limitations on our operating privileges in mainland China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in mainland China, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price and listing status of our ADSs.
We may also face sanctions by the CSRC or other PRC regulatory agencies, which may include fines and penalties on our operations in Chinese mainland, limitations on our operating privileges in Chinese mainland, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in Chinese mainland, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price and listing status of our ADSs.
In addition, the Chinese government also plays a significant role in regulating industry development and has extensive influence over China’s economic growth through allocating resources and setting monetary and fiscal policy.
The Chinese government also plays a significant role in regulating industry development and has extensive influence over China’s economic growth through allocating resources and setting monetary and fiscal policy.
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Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
185 edited+85 added−90 removed203 unchanged
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
185 edited+85 added−90 removed203 unchanged
2024 filing
2025 filing
Biggest changeUnder these regulations, an owner of the network dissemination rights with respect to written works, performances, or audio or video recordings who believes that information storage, search, or link services provided by an internet service provider infringe his or her rights may require that the internet service provider delete or disconnect the links to such works or recordings.
Biggest changeUnder these regulations, an owner of the network dissemination rights with respect to written works, performances, or audio or video recordings who believes that information storage, search, or link services provided by an internet service provider infringe his or her rights may require that the internet service provider delete or disconnect the links to such works or recordings. 81 Patent According to the Patent Law of the People’s Republic of China (the “Patent Law”), which was promulgated by the SCNPC on March 12, 1984 and revised on September 4, 1992, August 25, 2000, December 27, 2008 and October 17, 2020 respectively, and became effective on June 1, 2021, and the Rules for Implementation of the Patent Law of the People’s Republic of China, which was promulgated by the State Council on June 15, 2001 and revised on December 28, 2002, January 9, 2010, December 11, 2023, and became effective on January 20, 2024, the patent administration department under the State Council shall be responsible for the patent-related work in China.
Risk Factors—Risks Related to Our Business and Industry—We operate in a highly competitive market and we may not be able to compete effectively.” Seasonality Seasonal fluctuations have affected, and are likely to affect our business in the future.
Risk Factors—Risks Related to Our Business and Industry—We operate in a highly competitive market and we may not be able to compete effectively.” Seasonality Seasonal fluctuations have affected our business, and are likely to affect our business in the future.
ORGANIZATIONAL STRUCTURE The following diagram illustrates our current corporate structure, which identifies our major subsidiaries, including our significant subsidiaries, and the variable interest entities, as of the date of this annual report: For details of contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with the Variable Interest Entities and Their Respective Shareholders.” Equity interest.
C. ORGANIZATIONAL STRUCTURE The following diagram illustrates our current corporate structure, which identifies our major subsidiaries, including our significant subsidiaries, and the variable interest entities, as of the date of this annual report: For details of contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with the Variable Interest Entities and Their Respective Shareholders.” Equity interest.
The contractual arrangements by and among iQIYI, Inc., Optical Era, iQIYI Yinhua, and the shareholders of iQIYI Yinhua, including loan agreements, share pledge agreements, exclusive share purchase agreement, exclusive management consulting and business cooperation agreement, commitment letter, power of attorney and spousal consent letters, are substantially the same as the corresponding contractual arrangements discussed above.
The contractual arrangements by and among iQIYI, Inc., iQIYI Optical Era, iQIYI Yinhua, and the shareholders of iQIYI Yinhua, including loan agreements, share pledge agreements, exclusive share purchase agreement, exclusive management consulting and business cooperation agreement, commitment letter, power of attorney and spousal consent letters, are substantially the same as the corresponding contractual arrangements discussed above.
When determining whether there is a “reasonable commercial purpose” for the transaction arrangement, features to be taken into consideration include, inter alia, whether the main value of the equity interest of the offshore enterprise derives directly or indirectly from mainland China taxable assets; whether the assets of the offshore enterprise mainly consist of direct or indirect investments in mainland China, or whether its income is mainly derived from China; and whether the offshore enterprise and its subsidiaries that directly or indirectly hold mainland China taxable assets have a real commercial nature that is evidenced by their actual function and risk exposure.
When determining whether there is a “reasonable commercial purpose” for the transaction arrangement, features to be taken into consideration include, inter alia, whether the main value of the equity interest of the offshore enterprise derives directly or indirectly from Chinese mainland taxable assets; whether the assets of the offshore enterprise mainly consist of direct or indirect investments in Chinese mainland, or whether its income is mainly derived from China; and whether the offshore enterprise and its subsidiaries that directly or indirectly hold Chinese mainland taxable assets have a real commercial nature that is evidenced by their actual function and risk exposure.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating certain of our operations in mainland China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” Pursuant to the Notice on Issuing the Provisions on the Main Functions, Internal Bodies and Staffing of the General Administration of Press and Publication (National Copyright Administration) promulgated by the General Office of the State Council on July 11, 2008, the Notice of the State Commission Office for Public Sector Reform on Interpretation of the State Commission Office for Public Sector Reform on Several Provisions relating to Animation, Online Game and Comprehensive Law Enforcement in Culture Market in the Three Provisions jointly promulgated by the Ministry of Culture, the State Administration of Radio, Film and Television and the General Administration of Press and Publication on September 7, 2009, the Notice on Issuing the Provisions on the Main Functions, Internal Bodies and Staffing of the State Administration of Press, Publication, Radio, Film and Television promulgated by the General Office of the State Council on July 11, 2013, and the Rules for the Administration for Internet Publishing Services, the General Administration of Press and Publication was responsible for the examination and approval process of online games prior to online publication, the State Administration of Press Publication, Radio, Film and Television was responsible for the approval of game registration and issuance of game publication numbers, and after the online games uploaded on the internet, online games would be administered by the Ministry of Culture.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating certain of our operations in Chinese mainland do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” Pursuant to the Notice on Issuing the Provisions on the Main Functions, Internal Bodies and Staffing of the General Administration of Press and Publication (National Copyright Administration) promulgated by the General Office of the State Council on July 11, 2008, the Notice of the State Commission Office for Public Sector Reform on Interpretation of the State Commission Office for Public Sector Reform on Several Provisions relating to Animation, Online Game and Comprehensive Law Enforcement in Culture Market in the Three Provisions jointly promulgated by the Ministry of Culture, the State Administration of Radio, Film and Television and the General Administration of Press and Publication on September 7, 2009, the Notice on Issuing the Provisions on the Main Functions, Internal Bodies and Staffing of the State Administration of Press, Publication, Radio, Film and Television promulgated by the General Office of the State Council on July 11, 2013, and the Rules for the Administration for Internet Publishing Services, the General Administration of Press and Publication was responsible for the examination and approval process of online games prior to online publication, the State Administration of Press Publication, Radio, Film and Television was responsible for the approval of game registration and issuance of game publication numbers, and after the online games uploaded on the internet, online games would be administered by the Ministry of Culture.
Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under such arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a mainland China resident enterprise may be reduced to 5%.
Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under such arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a Chinese mainland resident enterprise may be reduced to 5%.
On August 30, 2021, the National Press and Publication Administration promulgated the Notice on Further Strengthening Regulation to Effectively Prevent Online Gaming Addictions among Minors, according to which all online game companies can only provide one hour of online game services to minors between 8 p.m. and 9 p.m. on Fridays, Saturdays, Sundays and legal holidays, and are not allowed to provide online game services in any form to minors in any other time.
On August 30, 76 2021, the National Press and Publication Administration promulgated the Notice on Further Strengthening Regulation to Effectively Prevent Online Gaming Addictions among Minors, according to which all online game companies can only provide one hour of online game services to minors between 8 p.m. and 9 p.m. on Fridays, Saturdays, Sundays and legal holidays, and are not allowed to provide online game services in any form to minors in any other time.
On September 2, 2016, the State Administration of Press Publication, Radio, Film and Television issued the Circular on Issues concerning Strengthening the Administration of Online Live Streaming of Audio-video Programs, according to which, the Internet Audio-video Program Transmission License is a prerequisite for online audio-video live streaming of general cultural events, such as 75 social communities, sports events, as well as important political, military, economic, social and cultural events.
On September 2, 2016, the State Administration of Press Publication, Radio, Film and Television issued the Circular on Issues concerning Strengthening the Administration of Online Live Streaming of Audio-video Programs, according to which, the Internet Audio-video Program Transmission License is a prerequisite for online audio-video live streaming of general cultural events, such as social communities, sports events, as well as important political, military, economic, social and cultural events.
By offering this flexible and results-oriented advertising model, we cater to the evolving needs of modern advertisers, providing them with more control and better alignment with their marketing objectives. Content Distribution We monetize and enrich our content through content distribution. We sub-license content within its authorized scope to TV stations and other internet video streaming services.
By offering this flexible and results-oriented advertising model, we cater to the evolving needs of advertisers, providing them with more control and better alignment with their marketing objectives. Content Distribution We monetize and enrich our content through content distribution. We sub-license content within its authorized scope to TV stations and other internet video streaming services.
Risk Factors—Risks Related to Doing Business in Mainland China—The enforcement of the labor-related regulations in mainland China and Hong Kong may adversely affect our business and results of operations.” Employee Stock Incentive Plan Pursuant to the Notice on Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Listed Companies, which was issued by SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of a publicly listed overseas company and who are mainland China citizens or non-mainland China citizens residing in mainland China for a continuous period of no less than one year, subject to a few exceptions, are required to register with SAFE through a qualified domestic agent, which may be a mainland China subsidiary of such an overseas listed company, and complete certain other procedures.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—The enforcement of the labor-related regulations in Chinese mainland and Hong Kong may adversely affect our business and results of operations.” Employee Stock Incentive Plan Pursuant to the Notice on Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Listed Companies, which was issued by SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of a publicly listed overseas company and who are Chinese mainland citizens or non-Chinese mainland citizens residing in Chinese mainland for a continuous period of no less than one year, subject to a few exceptions, are required to register with SAFE through a qualified domestic agent, which may be a Chinese mainland subsidiary of such an overseas listed company, and complete certain other procedures.
The notice further provides that as to main network audiovisual programs, the total remuneration of all guests in each program shall not exceed 40% of the total cost of the program, the total remuneration of main guests in each program shall not exceed 40% of the total remuneration of all guests, and information such as the names, salaries and cost proportion of the guests shall be reported to the State Administration of Radio and Television before going online.
The notice further provides that as to main network audiovisual programs, the total remuneration of all guests in each program shall not exceed 40% of the total cost of the program, the total remuneration of main guests in each program shall not exceed 70% of the total remuneration of all guests, and information such as the names, salaries and cost proportion of the guests shall be reported to the State Administration of Radio and Television before going online.
If our contractual arrangements were 77 considered an “indirect means” under Circular 13 for foreign investors to control or participate in the operation of a domestic online game business, such arrangements could be challenged by the National Press and Publication Administration.
If our contractual arrangements were considered an “indirect means” under Circular 13 for foreign investors to control or participate in the operation of a domestic online game business, such arrangements could be challenged by the National Press and Publication Administration.
These regulations distinguish between basic telecommunications services and value-added telecommunications services. The regulations define value-added telecommunications services as telecommunications and information 72 services provided through public network infrastructures. Pursuant to the regulations, commercial operators of value-added telecommunications services must first obtain an operating license from the MIIT or its provincial counterparts.
These regulations distinguish between basic telecommunications services and value-added telecommunications services. The regulations define value-added telecommunications services as telecommunications and information services provided through public network infrastructures. Pursuant to the regulations, commercial operators of value-added telecommunications services must first obtain an operating license from the MIIT or its provincial counterparts.
Xiaohua Geng, Mr. Geng irrevocably grants iQIYI, Inc. or its designee an exclusive option to purchase at its discretion, to the extent permitted under PRC law, all or part of his equity interests in Beijing iQIYI. In addition, the purchase price should equal the amount that Mr.
Geng irrevocably grants iQIYI, Inc. or its designee an exclusive option to purchase at its discretion, to the extent permitted under PRC law, all or part of his equity interests in Beijing iQIYI. In addition, the purchase price should equal the amount that Mr.
The loan agreement, exclusive purchase option agreement, business operation agreement and exclusive technology consulting and services agreement were extended by Beijing QIYI Century and iQIYI, Inc. before their respective expiration dates to January 14, 2034, and can be further renewed at the discretion of Beijing QIYI Century and iQIYI, Inc.
The loan agreement, exclusive purchase option agreement, business operation agreement and exclusive technology consulting and services 92 agreement were extended by Beijing QIYI Century and iQIYI, Inc. before their respective expiration dates to January 14, 2034, and can be further renewed at the discretion of Beijing QIYI Century and iQIYI, Inc.
The 85 maturity risk conversion factor shall be 1 for medium- and long-term cross-border financing with a term of more than one year and 1.5 for short-term cross-border financing with a term of less than one year. The type risk conversion factor shall be 1 for on-balance-sheet financing and 1 for off-balance-sheet financing (contingent liabilities) for the time being.
The maturity risk conversion factor shall be 1 for medium- and long-term cross-border financing with a term of more than one year and 1.5 for short-term cross-border financing with a term of less than one year. The type risk conversion factor shall be 1 for on-balance-sheet financing and 1 for off-balance-sheet financing (contingent liabilities) for the time being.
Geng, his successor or his assignee. During the term of the amended and restated share pledge agreement, Beijing QIYI Century has the right to receive all of the dividends and profits distributed on the pledged equity. The amended and restated share pledge agreement will terminate on the date when Beijing iQIYI and Mr.
Geng, his successor or 90 his assignee. During the term of the amended and restated share pledge agreement, Beijing QIYI Century has the right to receive all of the dividends and profits distributed on the pledged equity. The amended and restated share pledge agreement will terminate on the date when Beijing iQIYI and Mr.
Offshore Investment Under the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or SAFE Circular 37, issued by SAFE and effective on July 4, 2014, mainland China residents are required to register with the local SAFE branch prior to the establishment or control of an offshore special purpose vehicle, which is defined as offshore enterprises directly established or indirectly controlled by mainland China residents for offshore equity financing of the enterprise assets or interests they hold in mainland China.
Offshore Investment Under the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or SAFE Circular 37, issued by SAFE and effective on July 4, 2014, Chinese mainland residents are required to register with the local SAFE branch prior to the establishment or control of an offshore special purpose vehicle, which is defined as offshore enterprises directly established or indirectly controlled by Chinese mainland residents for offshore equity financing of the enterprise assets or interests they hold in Chinese mainland.
Such contractual arrangements enable us to direct activities that most significantly affect the economic performance of the variable interest entities, receive economic benefits of and absorb losses that potentially could be significant to the variable interest entities, and have an exclusive option to purchase all or part of the equity interest and assets in the variable interest entities when and to the extent permitted by PRC law, and as a result, iQIYI, Inc. is considered as the primary beneficiary of the variable interest entities in mainland China and consolidate the financial results of the variable interest entities as required by ASC topic 810, Consolidation .
Such contractual arrangements enable us to direct activities that most significantly affect the economic performance of the variable interest entities, receive economic benefits of and absorb losses that potentially could be significant to the variable interest entities, and have an exclusive option to purchase all or part of the equity interest and assets in the variable interest entities when and to the extent permitted by PRC law, and as a result, iQIYI, Inc. is considered as the primary beneficiary of the variable interest entities in Chinese mainland and consolidate the financial results of the variable interest entities as required by ASC topic 810, Consolidation .
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating certain of our operations in mainland China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “—Risks Related to Doing Business in Mainland China—Uncertainties with respect to the legal systems in the jurisdictions where we operate could adversely affect us.” D.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating certain of our operations in Chinese mainland do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “—Risks Related to Doing Business in Chinese Mainland—Uncertainties with respect to the legal systems in the jurisdictions where we operate could adversely affect us.” D.
Foreign investors or relevant parties in mainland China must declare security reviews to this office before (i) investing in military industries, military-supporting fields or areas related to national defense security, as well as areas surrounding military or military industry facilities, and (ii) investing in critical sectors, including important agricultural products, energy and resources, equipment manufacturing, infrastructure, transportation services, cultural products and services, information technology and internet products, financial services, and key technologies, if such investments result in obtaining control of the target enterprise.
Foreign investors or relevant parties in Chinese mainland must declare security reviews to this office before (i) investing in military industries, military-supporting fields or areas related to national defense security, as well as areas surrounding military or military industry facilities, and (ii) investing in critical sectors, including important agricultural products, energy and resources, equipment manufacturing, infrastructure, transportation services, cultural products and services, information technology and internet products, financial services, and key technologies, if such investments result in obtaining control of the target enterprise.
The provisions define “internet audio-video program services” as producing, editing and integrating of audio-video programs, supplying audio-video programs to the public via the internet, and providing audio-video programs uploading and transmission services to third parties. Entities providing internet audio-video program services must obtain an Internet Audio-video 73 Program Transmission License.
The provisions define “internet audio-video program services” as producing, editing and integrating of audio-video programs, supplying audio-video programs to the public via the internet, and providing audio-video programs uploading and transmission services to third parties. Entities providing internet audio-video program services must obtain an Internet Audio-video Program Transmission License.
Regulations on Mobile Applications Information Services In addition to the PRC Telecommunications Regulations and other regulations mentioned above, mobile applications are further regulated by the Administrative Provisions on Mobile Internet Applications Information Services, which were promulgated by the CAC and took effect on August 1, 2022.
Regulations on Mobile Applications Information Services In addition to the Telecommunications Regulations and other regulations mentioned above, mobile applications are further regulated by the Administrative Provisions on Mobile Internet Applications Information Services, which were promulgated by the CAC and took effect on August 1, 2022.
It is uncertain which mechanism will be adopted by the People’s Bank of China and SAFE in the future and what statutory limits will be imposed on us when providing loans to our mainland China subsidiaries.
It is uncertain which mechanism will be adopted by the People’s Bank of China and SAFE in the future and what statutory limits will be imposed on us when providing loans to our Chinese mainland subsidiaries.
An e-commerce operator shall obtain a license for value-added telecommunications services with the specification of online data processing and transaction processing business from appropriate telecommunications authorities, pursuant to the PRC Telecommunications Regulations and the Catalog of Telecommunications Business.
An e-commerce operator shall obtain a license for value-added telecommunications services with the specification of online data processing and transaction processing business from appropriate telecommunications authorities, pursuant to the Telecommunications Regulations and the Catalog of Telecommunications Business.
With respect to the transfer of equity interests of a limited liability company, the amended PRC Company Law stipulates that the shareholders of a limited liability company may transfer the equity interests without the consent of other shareholders, provided that 71 such shareholder shall notify other shareholders in writing with respect to the transfer of such equity interests.
With respect to the transfer of equity interests of a limited liability company, the amended PRC Company Law stipulates that the shareholders of a limited liability company may transfer the equity interests without the consent of other shareholders, provided that such shareholder shall notify other shareholders in writing with respect to the transfer of such equity interests.
In February 2021, the Anti-monopoly Committee of the State Council published the Antimonopoly Guidelines for the Platform Economy Sector, aiming at enhancing anti-monopoly administration of businesses that operate under the platform model and the overall platform economy.
In addition, in February 2021, the Anti-monopoly Committee of the State Council published the Antimonopoly Guidelines for the Platform Economy Sector, aiming at enhancing anti-monopoly administration of businesses that operate under the platform model and the overall platform economy.
Under the Overseas Listing Measures, a filing-based regulatory system will be applied to “indirect overseas offerings and listings” of PRC domestic companies, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or other similar rights of a domestic company that operates its main business domestically in mainland China.
Under the Overseas Listing Measures, a filing-based regulatory system will be applied to “indirect overseas offerings and listings” of PRC domestic companies, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or other similar rights of a domestic company that operates its main business domestically in Chinese mainland.
Xiaohui Wang, our chief content officer, each holds 50% and 50% of the equity interests in iQIYI Yinhua. 90 Contractual Arrangements with the Variable Interest Entities and Their Respective Shareholders Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in certain value -added telecommunication services, internet audio-video program services and certain other businesses.
Xiaohui Wang, our chief content officer, each holds 50% and 50% of the equity interests in iQIYI Yinhua. 89 Contractual Arrangements with the Variable Interest Entities and Their Respective Shareholders Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in certain value-added telecommunication services, internet audio-video program services and certain other businesses.
Dividend Withholding Tax The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-mainland China resident enterprise investors who do not have an establishment or place of business in mainland China, or whose establishment or place of business is not effectively connected with the relevant income, to the extent such dividends are derived from sources within mainland China.
Dividend Withholding Tax The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-Chinese mainland resident enterprise investors who do not have an establishment or place of business in Chinese mainland, or whose establishment or place of business is not effectively connected with the relevant income, to the extent such dividends are derived from sources within Chinese mainland.
On October 23, 2019, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or SAFE Notice 28, which permits non-investment foreign-invested enterprises to use their capital funds to make equity investments in mainland China, with genuine investment projects, in compliance with effective foreign investment restrictions, and other applicable laws.
On October 23, 2019, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or SAFE Notice 28, which permits non-investment foreign-invested enterprises to use their capital funds to make equity investments in Chinese mainland, with genuine investment projects, in compliance with effective foreign investment restrictions, and other applicable laws.
The Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which was promulgated by SAFE and took effect on June 9, 2016, provides that enterprises registered in mainland China may also convert their foreign debts from foreign currency into Renminbi on a self-discretionary basis.
The Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which was promulgated by SAFE and took effect on June 9, 2016, provides that enterprises registered in Chinese mainland may also convert their foreign debts from foreign currency into Renminbi on a self-discretionary basis.
The conversion of Renminbi into other currencies and the remittance of the converted foreign currency outside mainland China for capital account items, such as direct equity investments, loans, and repatriation of investment, require prior approval from SAFE or its local office. Payments for transactions that take place within mainland China must be made in Renminbi.
The conversion of Renminbi into other currencies and the remittance of the converted foreign currency outside Chinese mainland for capital account items, such as direct equity investments, loans, and repatriation of investment, require prior approval from SAFE or its local office. Payments for transactions that take place within Chinese mainland must be made in Renminbi.
Under these rules and regulations, a shareholder loan made to a mainland China entity in the form of foreign debt does not require prior approval from SAFE. However, such foreign debt must be registered with and recorded by SAFE or its local branches within 15 business days after entering into the foreign debt contract.
Under these rules and regulations, a shareholder loan made to a Chinese mainland entity in the form of foreign debt does not require prior approval from SAFE. However, such foreign debt must be registered with and recorded by SAFE or its local branches within 15 business days after entering into the foreign debt contract.
Pursuant to this circular, an “indirect transfer” of assets, including equity interests in a mainland China resident enterprise, by a non-mainland China resident enterprise, may be recharacterized and treated as a direct transfer of mainland China taxable assets if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of mainland China enterprise income tax.
Pursuant to this circular, an “indirect transfer” of assets, including equity interests in a Chinese mainland resident enterprise, by a non-Chinese mainland resident enterprise, may be recharacterized and treated as a direct transfer of Chinese mainland taxable assets if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of Chinese mainland enterprise income tax.
We have an experienced sales team consisting of salespeople with prior experience at Chinese internet companies, members of 4As and domestic advertising agencies. We divide our sales team by regions across the country to ensure the delivery of targeted advertising solutions. We provide regular training to our sales team to help them provide advertisers with comprehensive information about our services.
We have an experienced sales team consisting of salespeople with prior experience at Chinese internet companies, members of 4As and domestic advertising agencies. We divide our sales team by regions across China to ensure the delivery of targeted advertising solutions. We provide regular training to our sales team to help them provide advertisers with comprehensive information about our services.
Failure to comply with the registration procedures set forth in SAFE Circular 37 may result in restrictions on the foreign exchange activities of the onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject mainland China residents to penalties under PRC foreign exchange administration regulations.
Failure to comply with the registration procedures set forth in SAFE Circular 37 may result in restrictions on the foreign exchange activities of the onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject Chinese mainland residents to penalties under PRC foreign exchange administration regulations.
According to the Notice on Lifting the Restriction to Foreign Shareholding Percentage in Online Data Processing and Transaction Processing Business (Operational E-commerce) promulgated by the MIIT on June 19, 2015, as well as the Negative List, foreign investors are allowed to hold up to 100% of all equity interest in the online data processing and transaction processing business (operational e-commerce) in mainland China.
According to the Notice on Lifting the Restriction to Foreign Shareholding Percentage in Online Data Processing and Transaction Processing Business (Operational E-commerce) promulgated by the MIIT on June 19, 2015, as well as the Negative List, foreign investors are allowed to hold up to 100% of all equity interest in the online data processing and transaction processing business (operational e-commerce) in Chinese mainland.
Unless otherwise approved, mainland China companies may not repatriate foreign currency payments received from abroad or retain the same abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks under the current account items, subject to a cap set by SAFE or its local office.
Unless otherwise approved, Chinese mainland companies may not repatriate foreign currency payments received from abroad or retain the same abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks under the current account items, subject to a cap set by SAFE or its local office.
ITEM 4. INFOR MATION ON THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY We launched qiyi.com under the QIYI brand in April 2010 as an internet video streaming service in mainland China. Our holding company, Ding Xin, Inc., was incorporated in November 2009 in the Cayman Islands.
ITEM 4. INFOR MATION ON THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY We launched qiyi.com under the QIYI brand in April 2010 as an internet video streaming service in Chinese mainland. Our holding company, Ding Xin, Inc., was incorporated in November 2009 in the Cayman Islands.
Social Insurance and Housing Fund According to the PRC Social Insurance Law, most recently amended on December 29, 2018, and the Regulations on the Administration of Housing Funds, most recently amended in 2019, employers in mainland China must provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance, and housing funds.
Social Insurance and Housing Fund According to the PRC Social Insurance Law, most recently amended on December 29, 2018, and the Regulations on the Administration of Housing Funds, most recently amended in 2019, employers in Chinese mainland must provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance, and housing funds.
The regulations, among other things, require that if an overseas company established or controlled by mainland China companies or individuals, or mainland China citizens, intends to acquire equity interests or assets of any other mainland China domestic company affiliated with the mainland China citizens, such acquisition must be submitted to the Ministry of Commerce for approval.
The regulations, among other things, require that if an overseas company established or controlled by Chinese mainland companies or individuals, or Chinese mainland citizens, intends to acquire equity interests or assets of any other Chinese mainland domestic company affiliated with the Chinese mainland citizens, such acquisition must be submitted to the Ministry of Commerce for approval.
SAFE Circular 16 also provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis, which applies to all enterprises registered in mainland China.
SAFE Circular 16 also provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis, which applies to all enterprises registered in Chinese mainland.
A mainland China company is required to set aside at least 10% of its after-tax profit as statutory reserve funds until the cumulative amount of such reserve funds reaches 50% of its registered capital, unless otherwise provided by laws regarding foreign investment.
A Chinese mainland company is required to set aside at least 10% of its after-tax profit as statutory reserve funds until the cumulative amount of such reserve funds reaches 50% of its registered capital, unless otherwise provided by laws regarding foreign investment.
The regulations also require that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the mainland China citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
The regulations also require that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the Chinese mainland citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
In addition to traditional pre-video and pop-up advertisements, we have also launched various innovative advertising products and solutions: for example, soft product placement incorporates the advertised product into the production of our premium original content to facilitate a more natural advertisement viewing experience; content-integrated advertisement that integrate brands with the content itself, such as theme songs with lyrics embedding brand names of advertisers, creatively designed and presented naturally with the original content; interactive advertisement facilitates enhanced interaction between brands and users; and tailor-made microfilms, mini variety shows or documentaries for brand advertisers.
In addition to traditional pre-roll and pop-up advertisements, we have also launched various innovative advertising products and solutions: for example, soft product placement incorporates the advertised product into the production of our premium original content to facilitate a more natural advertisement viewing experience; content-integrated advertisement that integrate brands with the content itself, such as theme songs with lyrics embedding brand names of advertisers, creatively designed and presented naturally with the original content; interactive advertisement facilitates enhanced interaction between brands and users; and tailor-made microfilms, micro variety shows or documentaries for brand advertisers.
However, if non-resident enterprises have not formed permanent establishments or premises in mainland China, or if their permanent establishment or premises in mainland China have no actual relationship to the income derived in mainland China, enterprise income tax is set at the rate of 10% with respect to their income sourced from inside mainland China.
However, if non-resident enterprises have not formed permanent establishments or premises in Chinese mainland, or if their permanent establishment or premises in Chinese mainland have no actual relationship to the income derived in Chinese mainland, enterprise income tax is set at the rate of 10% with respect to their income sourced from inside Chinese mainland.
Geng remains the shareholder of Beijing iQIYI unless Beijing QIYI Century unilaterally terminates the agreement by written notice. 92 Exclusive Technology Consulting and Services Agreement Pursuant to the exclusive technology consulting and services agreement, which took effect on November 23, 2011 by and between Beijing QIYI Century and Beijing iQIYI, Beijing QIYI Century has the sole and exclusive right to provide specified technology consulting and services to Beijing iQIYI.
Geng remains the shareholder of Beijing iQIYI unless Beijing QIYI Century unilaterally terminates the agreement by written notice. 91 Exclusive Technology Consulting and Services Agreement Pursuant to the exclusive technology consulting and services agreement, which took effect on November 23, 2011 by and between Beijing QIYI Century and Beijing iQIYI, Beijing QIYI Century has the sole and exclusive right to provide specified technology consulting and services to Beijing iQIYI.
As of the date of this annual report, we have not been involved in any investigations or been subject to a cybersecurity review initiated by the CAC, and we have not received any inquiry, notice, warning, sanctions, or regulatory objections to our listing status from the CAC.
As of the date of this annual report, we have not been involved in any investigation or been subject to a cybersecurity review initiated by the CAC, and we have not received any inquiry, notice, warning, sanctions, or regulatory objections to our listing status from the CAC.
In addition, the State Administration of Taxation has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in mainland China who exercise stock options or are granted restricted shares will be subject to individual income tax in mainland China.
In addition, the State Administration of Taxation has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in Chinese mainland who exercise stock options or are granted restricted shares will be subject to individual income tax in Chinese mainland.
Risk Factor—Risks Related to Our Business and Industry—Our quarterly operating results may fluctuate, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fall short of expectations.” 70 Insurance As required by laws and regulations in mainland China, we participate in various employee social benefits plans that are organized by municipal and provincial governments, including medical insurance, job-related injury insurance, maternity insurance and unemployment insurance.
Risk Factor—Risks Related to Our Business and Industry—Our quarterly operating results may fluctuate, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fall short of expectations.” Insurance As required by laws and regulations in Chinese mainland, we participate in various employee social benefits plans that are organized by municipal and provincial governments, including medical insurance, job-related injury insurance, maternity insurance and unemployment insurance.
Ding Xin, Inc. was subsequently renamed Qiyi.com, Inc. in August 2010 and later iQIYI, Inc. in November 2017. QIYI was rebranded as iQIYI in November 2011. In March 2010, we established a wholly-owned mainland China subsidiary, Beijing QIYI Century Science and Technology Co., Ltd., or Beijing QIYI Century.
Ding Xin, Inc. was subsequently renamed Qiyi.com, Inc. in August 2010 and later iQIYI, Inc. in November 2017. QIYI was rebranded as iQIYI in November 2011. In March 2010, we established a wholly-owned Chinese mainland subsidiary, Beijing QIYI Century Science and Technology Co., Ltd., or Beijing QIYI Century.
Our app is globally accessible and can be downloaded from major app stores, making it convenient for users across different countries and regions to enjoy our content offerings. Our goal for overseas business is to make our platform the home to beloved Asian content.
Our app and website are globally accessible and our app can be downloaded from major app stores, making it convenient for users across different countries and regions to enjoy our content offerings. Our goal for overseas business is to make our platform the home to beloved Asian content.
Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside mainland China, but who have established institutions or premises in mainland China or income generated from inside mainland China.
Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside Chinese mainland, but who have established institutions or premises in Chinese mainland or income generated from inside Chinese mainland.
Artistically crafted and imbued with industry expertise distilled from over a decade of operational experience, many iQIYI original titles have secured their places among the most successful IP franchises in the history of Chinese popular entertainment.
Artistically crafted and imbued with industry expertise distilled from over a decade of operational experience, many iQIYI original titles have secured their places among the most successful IP franchises in the history of Chinese popular culture.
We maintain, and require our subcontractors to maintain, standard film production insurance. However, aside from this, we do not have business liability or disruption insurance coverage for our operations in mainland China. See “Item 3. Key Information—D.
We maintain, and require our subcontractors to maintain, standard film production insurance. However, aside from this, we do not have business liability or disruption insurance coverage for our operations in Chinese mainland. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Business and Industry—We have limited business insurance coverage.” Government Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in mainland China.
Risk Factors—Risks Related to Our Business and Industry—We have limited business insurance coverage.” Government Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in Chinese mainland.
Regulations on Foreign Investment in Mainland China The Foreign Investment Law, effective January 1, 2020, replaced the trio of laws previously regulating foreign investment in mainland China: the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law, and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations.
Regulations on Foreign Investment in Chinese Mainland The Foreign Investment Law, effective January 1, 2020, replaced the trio of laws previously regulating foreign investment in Chinese mainland: the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law, and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations.
According to these laws and decisions, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of mainland China are the taxpayers of VAT.
According to these laws and decisions, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of Chinese mainland are the taxpayers of VAT.
Overseas Business We expand our business overseas through our multilingual iQIYI app and website, featuring popular Chinese content, commonly known as C-pop, along with a wide range of local video content and others. To cater to a diverse global audience, we currently support interfaces in approximately ten languages, ensuring a user-friendly experience for viewers worldwide.
Overseas Business We expand our business overseas through our multilingual iQIYI International app and international website, featuring popular Chinese content, commonly known as C-pop, along with a wide range of local video content and others, to cater to a diverse global audience. We currently support interfaces in over ten languages, ensuring a user-friendly experience for viewers worldwide.
Leveraging our expertise in content selection, we have successfully debuted well-received titles such as the drama series We Are Criminal Police ( 我是刑警 ) , A Journey to Love ( 一念关山 ) , A Lifelong Journey ( 人世间 ) , and the variety show Keep Running ( 奔跑吧 ) .
Leveraging our expertise in content selection, we have successfully debuted well-received titles such as the drama series A Dream Within A Dream ( 书卷一梦 ), We Are Criminal Police ( 我是刑警 ) , A Journey to Love ( 一念关山 ) , A Lifelong Journey ( 人世间 ) , and the variety show Keep Running ( 奔跑吧 ) .
Risk Factors—Risks Related to Our Business and Industry—Videos and other content displayed on our platform may be found objectionable by PRC regulatory authorities and may subject us to penalties and other administrative actions.” Regulations on Internet Audio-video Program Services On December 20, 2007, the Ministry of Information Industry and the State Administration of Radio, Film and Television jointly issued the Administrative Provisions for the Internet Audio-video Program Services, which took effect on January 31, 2008 and was amended on August 28, 2015.
Risk Factors—Risks Related to Our Business and Industry—Videos and other content displayed on our platform may be found objectionable by PRC regulatory authorities and may subject us to penalties and other administrative actions.” Regulations on Online Transmission of Audio-Visual Programs On December 20, 2007, the Ministry of Information Industry and the State Administration of Radio, Film and Television jointly issued the Administrative Provisions for the Internet Audio-video Program Services, which took effect on January 31, 2008 and was amended on August 28, 2015.
Under the current regulatory regime in mainland China, foreign-invested enterprises may pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.
Under the current regulatory regime in Chinese mainland, foreign-invested enterprises may pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.
In January 2024, we established a mainland China subsidiary, Beijing iQIYI Optical Era Technology Co., Ltd., which is wholly-owned by iQIYI Film Group HK Limited. Subsequently, Beijing iQIYI Yinhua Media Co., Ltd., or iQIYI Yinhua, was established in January 2024.
In January 2024, we established a Chinese mainland subsidiary, Beijing iQIYI Optical Era Technology Co., Ltd., or iQIYI Optical Era, which is wholly-owned by iQIYI Film Group HK Limited. Subsequently, Beijing iQIYI Yinhua Media Co., Ltd., or iQIYI Yinhua, was established in January 2024.
Software Usage License Agreement Pursuant to the software usage license agreement, which took effect on November 23, 2011 by and between Beijing QIYI Century and Beijing iQIYI, Beijing QIYI Century grants Beijing iQIYI non-exclusive rights to use specified software in mainland China.
Software Usage License Agreement Pursuant to the software usage license agreement, which took effect on November 23, 2011 by and between Beijing QIYI Century and Beijing iQIYI, Beijing QIYI Century grants Beijing iQIYI non-exclusive rights to use specified software in Chinese mainland.
A mainland China company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.
A Chinese mainland company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.
However, foreign investors are allowed to hold up to 100% of equity interests in an online data processing and transaction processing business (including e-commerce business operation) in mainland China.
However, foreign investors are allowed to hold up to 100% of equity interests in an online data processing and transaction processing business (including e-commerce business operation) in Chinese mainland.
BUSINESS OVERVIEW iQIYI is a leading provider of online entertainment video services in mainland China. Since the beginning, we have always put content and users at the center, orienting each of our business strategies around delivering superior-quality content and user-friendly entertainment experience.
BUSINESS OVERVIEW iQIYI is a leading provider of online entertainment video services in China. Since our inception, we have always put content and users at the center, orienting each of our business strategies around delivering superior-quality content and a user-friendly entertainment experience.
Resident enterprises are defined as enterprises that are established in mainland China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within mainland China.
Resident enterprises are defined as enterprises that are established in Chinese mainland in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within Chinese mainland.
The mainland China subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with the tax authorities and withhold individual income taxes from 88 employees who exercise their stock options or purchase restricted shares.
The Chinese mainland subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with the tax authorities and withhold individual income taxes from employees who exercise their stock options or purchase restricted shares.
Loans Made by Foreign Companies to Their Mainland China Subsidiaries A loan made by foreign investors as shareholders in a foreign-invested enterprise is considered foreign debt in mainland China and is regulated by various laws and regulations, including the PRC Foreign Currency Exchange Administration Rules, the Interim Provisions on the Management of Foreign Debts, the Statistical Monitoring of Foreign Debts Tentative Provisions, the Detailed Rules for the Implementation of Statistical Monitoring of Foreign Debt, and the Administrative Measures for Registration of Foreign Debts.
Loans Made by Foreign Companies to Their Chinese Mainland Subsidiaries A loan made by foreign investors as shareholders in a foreign-invested enterprise is considered foreign debt in Chinese mainland and is regulated by various laws and regulations, including the PRC Foreign Currency Exchange Administration Rules, the Interim Provisions on the Management of Foreign Debts, the Statistical Monitoring of Foreign Debts Tentative Provisions, and the Administrative Measures for Registration of Foreign Debts.
On March 29, 2018, our ADS commenced trading on the Nasdaq Global Select Market under the symbol “IQ.” On July 17, 2018, we completed the acquisition of 100% equity stake in Skymoons Inc. and Chengdu Skymoons Digital Entertainment Co., Ltd., the two entities that owned and operated Skymoons.
GAAP for accounting purposes. On March 29, 2018, our ADS commenced trading on the Nasdaq Global Select Market under the symbol “IQ.” On July 17, 2018, we completed the acquisition of 100% equity stake in Skymoons Inc. and Chengdu Skymoons Digital Entertainment Co., Ltd., the two entities that owned and operated Skymoons.
To comply with mainland China’s regulatory requirements, we operate a substantial portion of our business through the variable interest entities and their subsidiaries. We rely on contractual arrangements among our mainland China subsidiaries, the variable interest entities, and their nominee shareholders to control the business operations of the variable interest entities. For associated risks, see “Item 3. Key Information—D.
To comply with Chinese mainland’s regulatory requirements, we operate a substantial portion of our business through the variable interest entities and their subsidiaries. We rely on contractual arrangements among our Chinese mainland subsidiaries, the variable interest entities, and their nominee shareholders to control the business operations of the variable interest entities. For associated risks, see “Item 3. Key Information—D.
On December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax, which took effect on January 1, 2008 and was most recently amended on December 13, 2024. Under the Enterprise Income Tax Law and its implementing regulations, both resident enterprises and non-resident enterprises are subject to tax in mainland China.
On December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax, which took effect on January 1, 2008 and was most recently amended 85 on December 6, 2024. Under the Enterprise Income Tax Law and its implementing regulations, both resident enterprises and non-resident enterprises are subject to tax in Chinese mainland.
Regulations on Dividend Distribution The principal laws and regulations governing the dividend distribution by foreign-invested enterprises in mainland China include the Company Law of the PRC (as amended in 2004, 2005, 2013, and 2018), the Foreign Investment Law, and the Regulation on the Implementation of the Foreign Investment Law.
Regulations on Dividend Distribution The principal laws and regulations governing the dividend distribution by foreign-invested enterprises in Chinese mainland include the Company Law of the PRC (as amended in 2004, 2005, 2013, 2018, and 2023), the Foreign Investment Law, and the Regulation on the Implementation of the Foreign Investment Law.
If the employees fail to pay or the mainland China subsidiaries fail to withhold income tax in accordance with the laws and regulations, the mainland China subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.
If the employees fail to pay or the 87 Chinese mainland subsidiaries fail to withhold income tax in accordance with the laws and regulations, the Chinese mainland subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.
Without the prior written consent of iQIYI, Inc., Beijing iQIYI may not amend its articles of associate, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans to any third parties, enter into any material contract with a value of more than RMB300,000 (except those contracts entered into in the ordinary course of business), merge with or acquire any other persons or make any investments, or distribute dividends to the shareholders.
Without the prior written consent of iQIYI, Inc., Beijing iQIYI may not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans to any third parties, enter into any material contract with a value of more than RMB0.3 million (except those contracts entered into in the ordinary course of business), merge with or acquire any other persons or make any investments, or distribute dividends to the shareholders.
We also compete with other internet media and entertainment services, such as mini-drama platforms, internet and social platforms and short- or mini-form video platforms, as well as major TV stations. For a discussion of risks related to competition, see “Item 3. Key Information—D.
We also compete with other internet media and entertainment services, such as micro drama platforms, internet social platforms and short video platforms, as well as major TV stations. For a discussion of risks related to competition, see “Item 3. Key Information—D.
Our monetization model fosters an environment for high-quality content production and effective content distribution on our platform, which in turn attracts a large subscriber base of high user engagement, creating a virtuous cycle. Our membership services contribute a significant portion of our revenues.
Our membership services contribute a significant portion of our revenues. Our monetization model fosters an environment for high-quality content production and effective content distribution on our platform, which in turn attracts a large and highly-engaged user base, creating a virtuous cycle.
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Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
102 edited+20 added−82 removed50 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
102 edited+20 added−82 removed50 unchanged
2024 filing
2025 filing
Biggest changeFor the year ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Revenues: Membership services 17,710,830 61.1 20,314,216 63.7 17,762,814 2,433,496 60.8 Online advertising services 5,331,697 18.4 6,223,903 19.5 5,714,243 782,848 19.6 Content distribution 2,562,412 8.8 2,458,610 7.7 2,846,854 390,017 9.7 Others 3,392,609 11.7 2,875,922 9.1 2,901,327 397,480 9.9 Total revenues 28,997,548 100.0 31,872,651 100.0 29,225,238 4,003,841 100.0 Operating costs and expenses: Cost of revenues (1) (22,319,315 ) (77.0 ) (23,102,492) (72.5 ) (21,953,582) (3,007,628) (75.1) Selling, general and administrative (1) (3,466,579 ) (12.0 ) (4,014,070 ) (12.6 ) (3,682,050) (504,439) (12.6) Research and development (1) (1,899,233 ) (6.5 ) (1,766,610 ) (5.5 ) (1,778,403) (243,640) (6.1) Total operating costs and expenses (27,685,127 ) (95.5 ) (28,883,172 ) (90.6 ) (27,414,035) (3,755,707) (93.8) Operating income 1,312,421 4.5 2,989,479 9.4 1,811,203 248,134 6.2 Total other expenses, net (1,346,197 ) (4.6 ) (956,878 ) (3.0 ) (959,524) (131,455) (3.3) (Loss)/income before income taxes (33,776 ) (0.1 ) 2,032,601 6.4 851,679 116,679 2.9 Income tax expenses (84,000 ) (0.3 ) (80,047 ) (0.3 ) (61,090) (8,369) (0.2) Net (loss)/income (117,776 ) (0.4 ) 1,952,554 6.1 790,589 108,310 2.7 Note: 97 (1) Share-based compensation expense was allocated as follows: For the year ended December 31, 2022 2023 2024 RMB RMB RMB US$ Cost of revenues 147,045 133,160 121,048 16,584 Selling, general and administrative 425,209 314,788 273,330 37,446 Research and development 239,187 188,784 150,017 20,552 Total 811,441 636,732 544,395 74,582 Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Our revenues decreased by 8.3% from RMB31,872.7 million in 2023 to RMB29,225.2 million (US$4,003.8 million) in 2024.
Biggest changeFor the year ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except for percentages) Revenues: Membership services 20,314,216 63.7 17,762,814 60.8 16,807,289 2,403,410 61.6 Online advertising services 6,223,903 19.5 5,714,243 19.6 5,193,406 742,647 19.0 Content distribution 2,458,610 7.7 2,846,854 9.7 2,497,464 357,133 9.2 Others 2,875,922 9.1 2,901,327 9.9 2,793,141 399,414 10.2 Total revenues 31,872,651 100.0 29,225,238 100.0 27,291,300 3,902,604 100.0 Operating costs and expenses: Cost of revenues (1) (23,102,492 ) (72.5 ) (21,953,582 ) (75.1 ) (21,542,347 ) (3,080,515 ) (78.9 ) Selling, general and administrative (1) (4,014,070 ) (12.6 ) (3,682,050 ) (12.6 ) (3,856,554 ) (551,480 ) (14.1 ) Research and development (1) (1,766,610 ) (5.5 ) (1,778,403 ) (6.1 ) (1,663,084 ) (237,817 ) (6.1 ) Total operating costs and expenses (28,883,172 ) (90.6 ) (27,414,035 ) (93.8 ) (27,061,985 ) (3,869,812 ) (99.1 ) Operating income 2,989,479 9.4 1,811,203 6.2 229,315 32,792 0.9 Total other expenses, net (956,878 ) (3.0 ) (959,524 ) (3.3 ) (288,816 ) (41,301 ) (1.1 ) Income/(Loss) before income taxes 2,032,601 6.4 851,679 2.9 (59,501 ) (8,509 ) (0.2 ) Income tax expenses (80,047 ) (0.3 ) (61,090 ) (0.2 ) (144,542 ) (20,669 ) (0.5 ) Net income /(loss) 1,952,554 6.1 790,589 2.7 (204,043 ) (29,178 ) (0.7 ) Note: 96 (1) Share-based compensation expense was allocated as follows: For the year ended December 31, 2023 2024 2025 RMB RMB RMB US$ Cost of revenues 133,160 121,048 112,822 16,133 Selling, general and administrative 314,788 273,330 163,585 23,393 Research and development 188,784 150,017 127,018 18,163 Total 636,732 544,395 403,425 57,689 Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 Our revenues decreased by 6.6% from RMB29,225.2 million in 2024 to RMB27,291.3 million (US$3,902.6 million) in 2025.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A. OPERATING RESULTS Overview iQIYI is a leading provider of online entertainment video services in mainland China.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A. OPERATING RESULTS Overview iQIYI is a leading provider of online entertainment video services in China.
It is uncertain which mechanism will be adopted by the People’s Bank of China and SAFE in the future and what statutory limits will be imposed on us when providing loans to our mainland China subsidiaries. We have in place a centralized cash management policy and established stringent controls and procedures for cash flows within our organization.
It is uncertain which mechanism will be adopted by the People’s Bank of China and SAFE in the future and what statutory limits will be imposed on us when providing loans to our Chinese mainland subsidiaries. We have in place a centralized cash management policy and established stringent controls and procedures for cash flows within our organization.
We received net proceeds of US$500.0 million from the follow-on offering, including the exercise of the underwriters’ option to purchase additional ADSs, after deducting the underwriters’ discounts and commissions. • In March 2023, we completed an offering of US$600 million in aggregate principal amount of 6.50% convertible senior notes due March 2028.
We received net proceeds of US$500.0 million from the follow-on offering, including the exercise of the underwriters’ option to purchase additional ADSs, after deducting the underwriters’ discounts and commissions. • In March 2023, we completed an offering of US$600 million in aggregate principal amount of 6.50% convertible senior notes due March 2028, or the 2028 Notes.
Upon the occurrence of an event of default, the trustee or the holders of at least 25% in aggregate principal amount of our convertible senior notes may declare the whole principal of, and accrued and unpaid interest on, all the notes to be due and payable immediately, subject 99 to certain exceptions and conditions under the respective indenture.
Upon the occurrence of an event of default, the trustee or the holders of at least 25% in aggregate principal amount of our convertible senior notes may declare the whole principal of, and accrued and unpaid interest on, all the notes to be due and payable immediately, subject to certain exceptions and conditions under the respective indenture.
We generate a small portion of our membership services revenue from on-demand content purchase by our users and the sale of the right to membership services through the cooperation with other parties, where we recognize revenue on a net basis when we do not control the specified services before they are transferred to 95 the customer.
We generate a small portion of our membership services revenue from on-demand content purchase by our users and the sale of the right to membership services through the cooperation with other parties, where we recognize revenue on a net basis when we do not control the specified services before they are transferred to the customer.
With respect to loans to the mainland China subsidiaries by our company, (i) if the mainland China subsidiaries determine to adopt the traditional foreign exchange administration mechanism, or the Current Foreign Debt Mechanism, the outstanding amount of the loans shall not exceed the difference between the total investment and the registered capital of the mainland China subsidiaries and there is, in effect, no statutory limit on the amount of loans that we can make to our mainland China subsidiaries under this circumstance since we can increase the registered capital of our mainland China subsidiaries by making capital contributions to them, subject to the completion of registration, and the difference between the total investment and the registered capital will increase accordingly; and (ii) if the mainland China subsidiaries determine to adopt the foreign exchange administration mechanism as provided in PBOC Notice No. 9, or the Notice No. 9 Foreign Debt Mechanism, the risk-weighted outstanding amount of the loans, which shall be calculated based on the formula provided in PBOC Notice No. 9, shall not exceed 200% of the net asset of the mainland China subsidiary.
With respect to loans to the Chinese mainland subsidiaries by our company, (i) if the Chinese mainland subsidiaries determine to adopt the traditional foreign exchange administration mechanism, or the Current Foreign Debt Mechanism, the outstanding amount of the loans shall not exceed the difference between the total investment and the registered capital of the Chinese mainland subsidiaries and there is, in effect, no statutory limit on the amount of loans that we can make to our Chinese mainland subsidiaries under this circumstance since we can increase the registered capital of our Chinese mainland subsidiaries by making capital contributions to them, subject to the completion of registration, and the difference between the total investment and the registered capital will increase accordingly; and (ii) if the Chinese mainland subsidiaries determine to adopt the foreign exchange administration mechanism as provided in PBOC Notice No. 9, or the Notice No. 9 Foreign Debt Mechanism, the risk-weighted outstanding amount of the loans, which shall be calculated based on the formula provided in PBOC Notice No. 9, shall not exceed 200% of the net asset of the Chinese mainland subsidiary.
According to PBOC Notice No. 9, after a transition period of one year since the promulgation of PBOC Notice No. 9, the People’s Bank of China and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9.
According to PBOC Notice No. 9, after a transition period of one year since the promulgation of PBOC Notice No. 9, the 100 People’s Bank of China and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9.
Risk Factors—Risks Related to Doing Business in Mainland China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” Results of Operations Despite the lack of equity ownership, our Cayman Island holding company is considered as the primary beneficiary of the variable interest entities and consolidates the financial results of the variable interest entities and their subsidiaries as required by ASC topic 810, Consolidation.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—If we are classified as a Chinese mainland resident enterprise for Chinese mainland income tax purposes, such classification could result in unfavorable tax consequences to us and our non-Chinese mainland shareholders or ADS holders.” Results of Operations Despite the lack of equity ownership, our Cayman Island holding company is considered as the primary beneficiary of the variable interest entities and consolidates the financial results of the variable interest entities and their subsidiaries as required by ASC topic 810, Consolidation.
For example: • capital contributions to our mainland China subsidiaries must be registered with the SAMR or its local counterparts, and reported to the competent commerce authorities through the enterprise registration system and the National Enterprise Credit Information Publicity System; and • loans by our company to our mainland China subsidiaries to finance their activities cannot exceed the difference between its registered capital and its total investment amount as recorded in the foreign investment comprehensive management information system or, as an alternative, only procure loans subject to the Risk-Weighted Approach and the Net Asset Limits and must be registered with SAFE or its local branches or filed with SAFE in its information system.
For example: • capital contributions to our Chinese mainland subsidiaries must be registered with the SAMR or its local counterparts, and reported to the competent commerce authorities through the enterprise registration system and the National Enterprise Credit Information Publicity System; and • loans by our company to our Chinese mainland subsidiaries to finance their activities cannot exceed the difference between its registered capital and its total investment amount as recorded in the foreign investment comprehensive management information system or, as an alternative, only procure loans subject to the Risk-Weighted Approach and the Net Asset Limits and must be registered with SAFE or its local branches or filed with SAFE in its information system.
TREND INFORMATION Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
TREND INFORMATION Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
As of the date hereof, neither the People’s Bank of China nor SAFE has promulgated 101 and made public any further rules, regulations, notices or circulars in this regard.
As of the date hereof, neither the People’s Bank of China nor SAFE has promulgated and made public any further rules, regulations, notices or circulars in this regard.
We remain focused on high-quality content and user experience. We provide our users with a variety of products and services encompassing online videos, online games, online literature, comics, and others.
We remain focused on high-quality content and user experience. We provide our users with a variety of products and services encompassing online videos, experience services, online games, comics, and others.
Each of our mainland China subsidiaries is required to set aside at least 10% of its after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves are not distributable as cash dividends.
Each of our Chinese mainland subsidiaries is required to set aside at least 10% of its after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves are not distributable as cash dividends.
Risk Factors—Risks Related to Doing Business in Mainland China—Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Foreign Exchange Risk.” Impact of Governmental Policies See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in Chinese Mainland—Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Foreign Exchange Risk.” Impact of Governmental Policies See “Item 3. Key Information—D.
Our mainland China subsidiaries may convert Renminbi amounts that they generate in their own business activities, including technical consulting and related service fees pursuant to their contracts with the variable interest entities, as well as dividends they receive from their own subsidiaries, into foreign exchange and pay them to their non-mainland China parent companies in the form of dividends.
Our Chinese mainland subsidiaries may convert Renminbi amounts that they generate in their own business activities, including technical consulting and related service fees pursuant to their contracts with the variable interest entities, as well as dividends they receive from their own subsidiaries, into foreign exchange and pay them to their non-Chinese mainland parent companies in the form of dividends.
If our holding company in the Cayman Islands or our subsidiary outside of mainland China were deemed to be a “resident enterprise” under the Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information—D.
If our holding company in the Cayman Islands or our subsidiary outside of Chinese mainland were deemed to be a “resident enterprise” under the Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information—D.
Under PRC law, each of our subsidiaries and the variable interest entities in mainland China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital.
Under PRC law, each of our subsidiaries and the variable interest entities in Chinese mainland is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital.
Any loan to be provided by our company to our mainland China subsidiaries, variable interest entities and their subsidiaries with a term of more than one year must be recorded and registered by the NDRC or its local branches. See “Item 4. Information on the Company—B.
Any loan to be provided by our company to our Chinese mainland subsidiaries, variable interest entities and their subsidiaries with a term of more than one year must be recorded and registered by the NDRC or its local branches. See “Item 4. Information on the Company—B.
This is because there is no statutory limit on the amount of registered capital for our mainland China subsidiaries, and we are allowed to make capital contributions to our mainland China subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the mainland China subsidiaries complete the filing and registration procedures.
This is because there is no statutory limit on the amount of registered capital for our Chinese mainland subsidiaries, and we are allowed to make capital contributions to our Chinese mainland subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the Chinese mainland subsidiaries complete the filing and registration procedures.
Our research and development expenses consist primarily of personnel-related costs (including share-based compensation expenses). D.
Our research and development expenditures consist primarily of personnel-related costs (including share-based compensation expenses). D.
In addition, our wholly foreign-owned subsidiaries in mainland China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.
In addition, our wholly foreign-owned subsidiaries in Chinese mainland are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.
Liquidity and Capital Resources — Holding company structure.” We may make additional capital contributions to our mainland China subsidiaries, establish new mainland China subsidiaries and make capital contributions to these new mainland China subsidiaries, make loans to our mainland China subsidiaries, or acquire offshore entities with business operations in mainland China in offshore transactions.
Liquidity and Capital Resources — Holding company structure.” We may make additional capital contributions to our Chinese mainland subsidiaries, establish new Chinese mainland subsidiaries and make capital contributions to these new Chinese mainland subsidiaries, make loans to our Chinese mainland subsidiaries, or acquire offshore entities with business operations in Chinese mainland in offshore transactions.
Business Overview—Government Regulations—Regulations on Foreign Exchange.” There is, in effect, no statutory limit on the amount of capital contribution that we can make to our mainland China subsidiaries.
Business Overview—Government Regulations—Regulations on Foreign Exchange.” There is, in effect, no statutory limit on the amount of capital contribution that we can make to our Chinese mainland subsidiaries.
However, current PRC regulations permit our mainland China subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
However, current PRC regulations permit our Chinese mainland subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022 For a detailed description of the comparison of our operating results for the year ended December 31, 2023 to the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects—A.
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 For a detailed description of the comparison of our operating results for the year ended December 31, 2024 to the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects—A.
Material Cash Requirements Our material cash requirements as of December 31, 2024 and any subsequent period primarily include our capital expenditures, long-term debt obligations, operating lease obligations, and purchase obligations. Our capital expenditures are incurred primarily in connection with leasehold improvements, computers and servers, and construction in process.
Material Cash Requirements Our material cash requirements as of December 31, 2025 and any subsequent period primarily include our capital expenditures, long-term debt obligations, operating lease obligations, and purchase obligations. 102 Our capital expenditures are incurred primarily in connection with leasehold improvements, computers and servers, and construction in process.
The table below sets forth the respective revenue contribution and assets of iQIYI, Inc. and our wholly-owned subsidiaries and the VIEs and VIEs’ subsidiaries as of the dates and for the periods indicated: Total revenues (1) For the year ended December 31, 2022 2023 2024 iQIYI, Inc. and its wholly-owned subsidiaries 7.6% 7.7% 6.9% Variable interest entities and their subsidiaries 92.4% 92.3% 93.1% Total 100.0% 100.0% 100.0% Notes: (1) The percentages exclude the inter-company transactions and balances between iQIYI, Inc. and our wholly-owned subsidiaries and the variable interest entities.
The table below sets forth the respective revenue contribution and assets of iQIYI, Inc. and our wholly-owned subsidiaries and the VIEs and VIEs’ subsidiaries as of the dates and for the periods indicated: Total revenues (1) For the year ended December 31, 2023 2024 2025 iQIYI, Inc. and its wholly-owned subsidiaries 7.7 % 6.9 % 11.9 % Variable interest entities and their subsidiaries 92.3 % 93.1 % 88.1 % Total 100.0 % 100.0 % 100.0 % Notes: (1) The percentages exclude the inter-company transactions and balances between iQIYI, Inc. and our wholly-owned subsidiaries and the variable interest entities.
We will continue to make cash commitments, including capital expenditures, to support the growth of our business. 103 The following table sets forth our contractual obligations by specified categories as of December 31, 2024.
We will continue to make cash commitments, including capital expenditures, to support the growth of our business. The following table sets forth our contractual obligations by specified categories as of December 31, 2025.
The enterprise income tax is calculated based on the entity’s global income as determined under mainland China tax laws and accounting standards. An enterprise may benefit from a preferential tax rate of 15% under the Enterprise Income Tax Law if it qualifies as a High and New Technology Enterprise.
The enterprise income tax is calculated based on the entity’s global income as determined under Chinese mainland tax laws and accounting standards. An enterprise may benefit from a preferential tax rate of 15% under the Enterprise Income Tax Law if it qualifies as a High and New Technology Enterprise, or HNTE.
We expect our selling and marketing expenses as a percentage of total revenues to remain largely stable in the foreseeable future. Our general and administrative expenses primarily consist of salaries and benefits for our general and administrative personnel and fees and expenses for legal, accounting and other professional services.
Our general and administrative expenses primarily consist of salaries and benefits for our general and administrative personnel and fees and expenses for legal, accounting and other professional services. We expect our general and administrative expenses as a percentage of total revenues to remain largely stable in the foreseeable future. Research and development expenses.
The holders may require us to repurchase all or a portion of the 2028 Notes for cash on March 16, 2026, or upon a fundamental change, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest.
The holders may require us to repurchase all or a portion of the 2030 Notes for cash on March 15, 2028, or upon a fundamental change, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest.
We also distribute selected content to regions outside of mainland China and/or to TV stations in mainland China, as well as from the release of feature films for exhibition in theaters. Others. We generate revenues from various other channels, such as online games, and talent agency business.
We also distribute selected content to regions outside of Chinese mainland and/or to TV stations in Chinese mainland, as well as from the release of feature films for exhibition in cinemas. Others. We generate revenues from various other channels, such as online games, talent agency, experience business and others.
We 100 have taken a series of measures to mitigate such risks, including stepping up efforts in accounts receivable collection as well as actively controlling spending through careful budget formulation, stringent budge implementation and payment arrangements with longer payment period.
We have taken a series of measures to mitigate such risks, including stepping up efforts in accounts receivable collection as well as disciplined spending through careful budget formulation, stringent budget implementation and payment arrangements with longer payment period.
Operating Results—Results of Operation—Year Ended December 31, 2023 Compared with Year Ended December 31, 2022” of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 14, 2024. Impact of Foreign Currency Fluctuation See “Item 3. Key Information—D.
Operating Results—Results of Operation—Year Ended December 31, 2024 Compared with Year Ended December 31, 2023” of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2025. Impact of Foreign Currency Fluctuation See “Item 3. Key Information—D.
In 2023 and 2024, we entered into separate individually and privately negotiated agreements with certain holders of the 2028 Notes, pursuant to which we repurchased US$34.4 million principal amount of the 2028 Notes for cash.
In 2023, 2024 and 2025, we entered into separate individually and privately negotiated agreements with certain holders of the 2028 Notes, pursuant to which we repurchased US$391.9 million principal amount of the 2028 Notes for cash.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Since our financial reporting process inherently relies on the use of estimates and assumptions, our actual results could differ from what we expect. 105 We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Holders of the PAG Notes may also have the right to require us to repurchase their notes in the event of certain fundamental changes or events of default.
Holders of the PAG Notes also have the right to require us to repurchase all or part of their notes in the event of certain fundamental changes and events of default.
We are one of a few streaming entertainment service providers in mainland China providing concurrent 4K/8K high-definition video quality, HDR (High Dynamic Range) video, Dolby Atmos® audio effect and ultimate cinematic like immersive experience via eXave Max.
In terms of audio-visual quality, we are one of a few online entertainment video service providers in Chinese mainland providing concurrent 4K/8K high-definition video quality, HDR (High Dynamic Range) video, Dolby Atmos® audio effect and an ultimate cinematic like immersive experience via eXave MAX ( 幀綺映畫 MAX).
We review and evaluate the scope and the price of our membership services periodically, and may adjust based on evolving market needs from time to time. Online advertising services. Our advertising revenues are recognized net of advertising agency rebates in 2022, 2023 and 2024. Our online advertising services are in the form of brand advertising and performance-based advertising. Content distribution.
We review and evaluate the scope and the price of our membership services periodically, and may adjust based on evolving market needs from time to time. Online advertising services. Our advertising revenues are recognized net of advertising agency rebates in 2023, 2024 and 2025.
The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.
Net Cash Provided by/(Used for) Investing Activities Net cash used for investing activities was RMB2,444.9 million (US$334.9 million) in 2024, primarily due to (i) cash outflow from loans provided to related parties of RMB2,316.2 million (US$317.3 million), (ii) cash outflow from purchasing of debt securities of RMB948.0 million (US$129.9 million), and (iii) cash inflow from maturities of debt securities of RMB953.0 million (US$130.6 million).
Net cash used for investing activities was RMB2,444.9 million in 2024, primarily due to (i) cash outflow from loans provided to related parties of RMB2,316.2 million, (ii) cash outflow from purchasing of debt securities of RMB948.0 million, and (iii) cash inflow from maturities of debt securities of RMB953.0 million.
Net Cash Provided by/(Used for) Financing Activities Net cash used for financing activities was RMB1,370.1 million (US$187.7 million) in 2024, primarily due to (i) cash outflow used for repayments or redemption of convertible senior notes of RMB2,914.2 million (US$399.2 million), and (ii) proceeds from long-term loans of RMB1,120.3 million (US$153.5 million).
Net cash used for financing activities was RMB1,370.1 million in 2024, primarily due to (i) cash outflow used for repayments or redemption of convertible senior notes of RMB2,914.2 million, and (ii) proceeds from long-term loans of RMB1,120.3 million.
In the years ended December 31, 2022, 2023 and 2024, our research and development expenditures, including share-based compensation expenses for research and development staff, were RMB1,899.2 million, RMB1,766.6 million and RMB1,778.4 million (US$243.6 million), respectively, representing 6.5%, 5.5% and 6.1% of our total revenues for the years ended December 31, 2022, 2023 and 2024, respectively.
In the years ended December 31, 2023, 2024 and 2025, our research and development expenditures, including share-based compensation expenses for research and development staff, were RMB1,766.6 million, RMB1,778.4 million and RMB1,663.1 million (US$237.8 million), respectively, representing 5.5%, 6.1% and 6.1% of our total revenues for the years ended December 31, 2023, 2024 and 2025, respectively.
Content costs mainly consist of costs for original content, which includes amortization and impairment of capitalized produced content and expenses recorded when production costs exceed the total revenues to be earned; licensed content, which includes amortization and impairment of licensed copyrights; and revenue sharing cost for content uploaded by partners.
Content costs mainly consist of costs for iQIYI original content, which includes amortization and impairment of capitalized produced content and expenses recorded when production costs exceed the total revenues to be earned, licensed content, which includes amortization and impairment of licensed copyrights; revenue sharing cost for content uploaded by partners, and personnel compensation expenses directly associated with the acquisition, licensing and production of content.
Our mainland China subsidiaries, the variable interest entities and their subsidiaries are generally subject to VAT at a rate of 3%, 6%, 9% or 13% and related surcharges.
Our Chinese mainland subsidiaries, the VIEs and their subsidiaries are generally subject to VAT at a rate of 3%, 6%, 9% or 13% and related surcharges.
Singapore Generally, entities in Singapore are subject to a unified 17% tax rate. Singapore does not impose a withholding tax on dividends. Mainland China Generally, our mainland China subsidiaries, the variable interest entities and their subsidiaries are subject to enterprise income tax on their taxable income in mainland China at a rate of 25%.
Singapore does not impose a withholding tax on dividends. Chinese Mainland Generally, our Chinese mainland subsidiaries, the VIEs and their subsidiaries are subject to enterprise income tax on their taxable income in Chinese mainland at a rate of 25%.
We were legally obligated to pay the banks or other financial institutions in the amount totaling RMB1,497.4 million, RMB1,771.1 million and RMB1,119.2 million (US$153.3 million) for the year ended December 31, 2022, 2023 and 2024, respectively. As of December 31, 2024, the outstanding borrowings from the factoring arrangements was RMB717.9 million (US$98.4 million), which is repayable within one year.
We were legally obligated to pay the banks or other financial institutions in the amount totaling RMB1,771.1 million, RMB1,119.2 million and RMB812.1 million (US$116.1 million) for the year ended December 31, 2023, 2024 and 2025, respectively. As of December 31, 2025, the outstanding borrowings from the factoring arrangements was RMB693.0 million (US$99.1 million), which is repayable within one year.
In addition, the Cayman Islands does not impose withholding tax on dividend payments. 96 Hong Kong Our subsidiaries in Hong Kong are subject to the uniform tax rate of 16.5%. Under the Hong Kong tax laws, we are generally exempted from the Hong Kong income tax on our foreign-derived income. Hong Kong does not impose a withholding tax on dividends.
Hong Kong Our subsidiaries in Hong Kong are subject to the uniform tax rate of 16.5%. Under the Hong Kong tax laws, we are generally exempted from the Hong Kong income tax on our foreign-derived income. Hong Kong does not impose a withholding tax on dividends. 95 Singapore Generally, entities in Singapore are subject to a unified 17% tax rate.
Total assets As of December 31, 2022 2023 2024 iQIYI, Inc. and its wholly-owned subsidiaries 38.4% 36.2% 40.5% Variable interest entities 61.6% 63.8% 59.5% Total 100.0% 100.0% 100.0% C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. Technology Technology is the bedrock of our products and services. More than 40% of our employees are engineers dedicated to technological innovation and breakthrough.
Total assets As of December 31, 2023 2024 2025 iQIYI, Inc. and its wholly-owned subsidiaries 36.2 % 40.5 % 39.4 % Variable interest entities 63.8 % 59.5 % 60.6 % Total 100.0 % 100.0 % 100.0 % C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. Technology Technology is the bedrock of our products and services.
We distribute video content by sub-licensing such content to other third-party internet video streaming platforms, and as consideration, receive either cash or the right to broadcast certain licensed content from such platforms on our platform.
Our online advertising services are in the form of brand advertising and performance-based advertising. 94 Content distribution. We distribute video content by sub-licensing such content to other third-party internet video streaming platforms, and as consideration, receive either cash or the right to broadcast certain licensed content from such platforms on our platform.
We expect our general and administrative expenses as a percentage of total revenues to remain largely stable in the foreseeable future. Research and development expenses. Research and development expenses primarily consist of salaries and benefits for our research and development personnel.
We expect our cost of revenues to remain largely stable in the foreseeable future. Selling, general and administrative expenses. Our selling expenses primarily consist of promotional and marketing expenses and compensation for our sales and marketing personnel. We expect our selling and marketing expenses as a percentage of total revenues to remain largely stable in the foreseeable future.
Holders of the 2028 Notes may require us to repurchase all or a portion of their notes for cash on March 16, 2026 or in the event of certain fundamental changes at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest.
Holders of the 2028 Notes may require us to repurchase all or a portion of their notes for cash on March 16, 2026 or in the event of certain fundamental changes at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest. • In February 2025, we completed an offering of US$350 million in aggregate principal amount of 4.625% convertible senior notes due March 2030, or the 2030 Notes.
The following summarizes major factors affecting our applicable tax rates in the Cayman Islands, Hong Kong, Singapore and mainland China. Cayman Islands We are an exempted company incorporated in the Cayman Islands.
We are subject to various rates of income tax under different jurisdictions. The following summarizes major factors affecting our applicable tax rates in the Cayman Islands, Hong Kong, Singapore and Chinese mainland. Cayman Islands We are an exempted company incorporated in the Cayman Islands.
We have been generating positive cash flows since the second quarter of 2022. In 2024, we had a net cash inflow from operating activities of RMB2,110.1 million (US$289.1 million). Selected Income Statement Items Total Revenues We derive our revenues from (i) membership services, (ii) online advertising services, (iii) content distribution and (iv) others.
We have been generating positive operating cash flows on an annual basis since 2023. In 2025, we had a net cash inflow from operating activities of RMB105.8 million (US$15.1 million). Selected Income Statement Items Total Revenues We derive our revenues from (i) membership services, (ii) online advertising services, (iii) content distribution and (iv) others.
The decrease of cash outflow from changes in operating assets and liabilities compared with 2023 was primarily due to a decrease in accounts payable and prepayments and other assets, which was offset by an increase in other non-current liabilities. 102 Net cash provided by operating activities was RMB3,351.6 million in 2023, primarily attributable to net income of RMB1,952.6 million, adjusted by non-cash items of RMB14,757.5 million and cash outflow from changes in operating assets and liabilities of RMB13,358.5 million.
Net cash provided by operating activities was RMB3,351.6 million in 2023, primarily attributable to net income of RMB1,952.6 million, adjusted by non-cash items of RMB14,757.5 million and cash outflow from changes in operating assets and liabilities of RMB13,358.5 million.
The 2025 Notes are senior, unsecured obligations of us, and interest is payable semi-annually in cash at a rate of 2.00% per annum on October 1 and April 1 of each year, beginning on October 1, 2019. The 2025 Notes will mature on April 1, 2025, unless redeemed, repurchased or converted prior to such date.
The 2030 Notes are senior, unsecured obligations of us, and interest is payable quarterly in cash at a rate of 4.625% per annum on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2025. The 2030 Notes will mature on March 15, 2030, unless redeemed, repurchased or converted prior to such date.
Our current cash and cash equivalents, restricted cash, short-term investments and proceeds and lines of credit/financing available to us and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months. We prudently manage our working capital to support our business and operations.
In the event of a fundamental change, we may also be required to issue additional ADSs upon conversion of the notes. 98 Our current cash and cash equivalents, restricted cash, short-term investments and proceeds and lines of credit/financing available to us and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months.
Our short-term investments consisted of available-for-sale debt securities with maturities of less than one year purchased from commercial banks and other financial institutions.
As of December 31, 2025, we had RMB314.8 million (US$45.0 million) in short-term investments. Our short-term investments consisted of available-for-sale debt securities with maturities of less than one year purchased from commercial banks and other financial institutions.
As of December 31, 2024, 69.4% of our cash and cash equivalents and short-term investments were held in mainland China, while 34.5% of our cash and cash equivalents and short-term investments were held by the variable interest entities and their subsidiaries.
As of December 31, 2025, 57.6% of our cash and cash equivalents and short-term investments were held in Chinese mainland, while 36.7% of our cash and cash equivalents and short-term investments were held by the variable interest entities and their subsidiaries.
Risk Factors—Risks Related to Doing Business in Mainland China” and “Item 4. Information on the Company—B. Business Overview—Government Regulations.” B. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2024, we had RMB3,529.7 million (US$483.6 million) in cash and cash equivalents.
Risk Factors—Risks Related to Doing Business in Chinese Mainland” and “Item 4. Information on the Company—B. Business Overview—Government Regulations.” B. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2025, we had RMB4,354.3 million (US$622.7 million) and RMB23.1 million (US$3.3 million) in cash and cash equivalents and restricted cash, respectively.
In addition, each of our wholly foreign-owned subsidiaries in mainland China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and the variable interest entities may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus 104 fund at its discretion.
In addition, each of our subsidiaries and the variable interest entities in Chinese mainland may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
Leveraging our big data analytics, features such as AI Radar and Watch Me Only support real-time recognition and search of information from video images, or allow users to view only the segments featuring particular artists.
Leveraging our big data analytics, features such as AI Radar and Watch Me Only support real-time recognition and search of information from video images, or allow users to view only the segments featuring particular artists. Our extensive P2P and CDN-based HCDN (hybrid content delivery network) seamlessly distribute and transmit massive internet video with high quality and low bandwidth cost.
If our existing mainland China subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
As a result, iQIYI, Inc.’s ability to pay dividends to the shareholders and investors of the ADSs depends upon dividends paid by our Chinese mainland subsidiaries. If our existing Chinese mainland subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
We generate revenues from online games both by distributing third-party online games and sharing revenues with them, and offering online games we develop ourselves.
We generate revenues from online games both by distributing third-party online games and sharing revenues with them, and offering online games we develop ourselves. We generate revenues from talent agency services, primarily from celebrity endorsement contracts for the artists we represent.
We expect our research and development expenses as a percentage of total revenues to remain largely stable in the foreseeable future. Taxation We had income tax expense of RMB84.0 million, RMB80.0 million and RMB61.1 million (US$8.4 million) in 2022, 2023 and 2024, respectively. We are subject to various rates of income tax under different jurisdictions.
Research and development expenses primarily consist of salaries and benefits for our research and development personnel. We expect our research and development expenses as a percentage of total revenues to remain largely stable in the foreseeable future. Taxation We had income tax expense of RMB80.0 million, RMB61.1 million and RMB144.5 million (US$20.7 million) in 2023, 2024 and 2025, respectively.
In comparison, in 2023, we recognized RMB80.0 million of income tax expense, which resulted from RMB81.0 million current year income tax and RMB1.0 million deferred income tax expense. Net income As a result of the foregoing, we recorded a net income of RMB790.6 million (US$108.3 million) in 2024, compared to a net income of RMB1,952.6 million in 2023.
In comparison, in 2024, we recognized RMB61.1 million of income tax expense, which resulted from RMB85.5 million current year income tax and RMB24.4 million deferred income tax benefit. Net loss As a result of the foregoing, we recorded a net loss of RMB204.0 million (US$29.2 million) in 2025, compared to a net income of RMB790.6 million in 2024.
Our capital expenditures were RMB174.3 million, RMB37.0 million and RMB79.3 million (US$10.9 million) in the years ended December 31, 2022, 2023 and 2024, respectively. Our capital expenditures decreased significantly in 2023 because we enhanced our overall cost control initiative. Our capital expenditures may increase in the future as our business continues to grow.
Our capital expenditures were RMB37.0 million, RMB79.3 million and RMB95.8 million (US$13.7 million) in the years ended December 31, 2023, 2024 and 2025, respectively. Our capital expenditures may increase in the future as our business continues to grow.
A High and New Technology Enterprise certificate is normally effective for a period of three years. Certain of our mainland China subsidiaries and variable interest entities, including Beijing QIYI Century, Shanghai Zhong Yuan and Beijing iQIYI, are qualified as High and New Technology Enterprises. The related tax benefits for our entities will expire in 2025 or 2027.
A HNTE certificate is normally effective for a period of three years and can be reapplied or renewed. Certain of our Chinese mainland subsidiaries and VIEs, including Beijing QIYI Century, Shanghai Zhong Yuan and Beijing iQIYI, are qualified as HNTEs. The related tax benefits for our entities will expire between 2026 and 2028.
In terms of business and operational initiatives, we will continue to (i) pursue diversified monetization models, including membership services, online advertising services, content distribution, online games, IP licensing, talent agency, and online literature, (ii) work closely with our advertising customers and suppliers to optimize our payment terms, and (iii) strengthen our content production capabilities and improve production efficiency to enhance content quality, increase return on investment, and manage our cost and operating expenses, in particular content costs.
In terms of business and operational initiatives, we will continue to (i) pursue diversified monetization models, including membership services, online advertising services, content distribution, online games, talent agency, and experience business, among others, (ii) work closely with our customers and suppliers to optimize our credit terms and payment terms, and (iii) strengthen our content production capabilities and improve production efficiency to enhance content quality, increase return on investment, and manage our cost and operating expenses, in particular content costs. 99 As we will continue to invest in both original and licensed content and technology to support our growth, we may not be able to improve our working capital or liquidity position or to generate or maintain positive net cash flows beyond the next 12 months.
Our mainland China subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
Remittance of dividends by a wholly foreign-owned company out of Chinese mainland is subject to examination by the banks designated by SAFE. Our Chinese mainland subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
On December 21, 2020, we issued US$800 million convertible senior notes and offered an additional US$100 million principal amount simultaneously, issuable pursuant to the underwriters’ exercise of option to purchase additional notes. On January 8, 2021, the additional US$100 million principal amount was issued pursuant to the underwriters’ exercise of their option.
On January 8, 2021, the additional US$100 million principal amount was issued pursuant to the underwriters’ exercise of their option.
As of December 31, 2024, we had unused credit lines of RMB3.3 billion (US$0.4 billion) and a working capital deficit of RMB12.0 billion (US$1.6 billion). We generated a net income of RMB790.6 million (US$108.3 million) in 2024 and had a net cash generated from operating activities of RMB2,110.1 million (US$289.1 million) in 2024.
As of December 31, 2025, we had unused credit lines of RMB3.4 billion (US$0.5 billion) and a working capital deficit of RMB11.8 billion (US$1.7 billion). We generated a net loss of RMB204.0 million (US$29.2 million) in 2025 and had a net cash generated from operating activities of RMB105.8 million (US$15.1 million) in 2025.
The decrease in non-cash items compared with 2021 was primarily due to decreases of amortization and impairment of licensed copyrights and produced content. The decrease of cash outflow from changes in operating assets and liabilities compared with 2021 was primarily due to decreased licensed copyrights and produced content, which was offset by increased accounts payable.
The decrease of cash outflow from changes in operating assets and liabilities compared with 2023 was primarily due to a decrease in accounts payable and prepayments and other assets, which was offset by an increase in other non-current liabilities.
As of December 31, 2024, our comprehensive and diversified video content library boasted over 40,000 professionally produced long-form content titles, including drama series, variety shows, films, cartoons, animations, and others, along with approximately 10,000 mini-dramas. We have developed diversified monetization models. We generate revenues through membership services, online advertising services and a suite of other monetization methods.
As of December 31, 2025, our comprehensive and diversified video content library boasted over 40,000 professionally produced long-form content titles, including drama series, films, variety shows, children’s content, animations, and others, along with approximately 20,000 micro dramas, collectively providing an all-inclusive entertainment experience for our users. We have developed diversified monetization models.
Accounts and notes payable amounted to RMB5,671.1 million and RMB6,482.2 million (US$888.1 million) as of December 31, 2023 and 2024, respectively. A substantial majority of our accounts and notes payable are due to content providers. The increase in accounts and notes payable in 2024 was primarily due to an increase in content acquisition related payables.
Accounts and notes payable amounted to RMB6,482.2 million and RMB6,652.4 million (US$951.3 million) as of December 31, 2024 and 2025, respectively. A substantial majority of our accounts and notes payable are due to content providers.
Gross profit As a result of the foregoing, our gross profit decreased by 17.1% from RMB8,770.2 million in 2023 to RMB7,271.7 million (US$996.2 million) in 2024. Our gross profit as a percentage of total revenues declined from 27.5% in 2023 to 24.9% in 2024, primarily due to the decrease in our membership services revenue.
Our gross profit as a percentage of total revenues declined from 24.9% in 2024 to 21.1% in 2025, primarily due to the decrease in our membership services revenue.
Membership services. Our membership services revenue decreased by 12.6% from RMB20,314.2 million in 2023 to RMB17,762.8 million (US$2,433.5 million) in 2024, primarily due to a lighter content slate. Online advertising services.
Membership services. Our membership services revenue decreased by 5.4% from RMB17,762.8 million in 2024 to RMB16,807.3 million (US$2,403.4 million) in 2025, primarily due to a lighter content slate and the competition among online entertainment video service providers. Online advertising services.
For the year ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Revenues: Membership services 17,710,830 61.1 20,314,216 63.7 17,762,814 2,433,496 60.8 Online advertising services 5,331,697 18.4 6,223,903 19.5 5,714,243 782,848 19.6 Content distribution 2,562,412 8.8 2,458,610 7.7 2,846,854 390,017 9.7 Others 3,392,609 11.7 2,875,922 9.1 2,901,327 397,480 9.9 Total revenues 28,997,548 100.0 31,872,651 100.0 29,225,238 4,003,841 100.0 Membership services.
For the year ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except for percentages) Revenues: Membership services 20,314,216 63.7 17,762,814 60.8 16,807,289 2,403,410 61.6 Online advertising services 6,223,903 19.5 5,714,243 19.6 5,193,406 742,647 19.0 Content distribution 2,458,610 7.7 2,846,854 9.7 2,497,464 357,133 9.2 Others 2,875,922 9.1 2,901,327 9.9 2,793,141 399,414 10.2 Total revenues 31,872,651 100.0 29,225,238 100.0 27,291,300 3,902,604 100.0 Membership services.
Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased. As of December 31, 2024, we had RMB941.6 million (US$129.0 million) in short-term investments.
Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have original maturities of three months or less when purchased. Our restricted cash mainly represents restricted deposits used as security against certain lawsuits.
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Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
74 edited+28 added−17 removed45 unchanged
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
74 edited+28 added−17 removed45 unchanged
2024 filing
2025 filing
Biggest changeOrdinary Shares Beneficially Owned Class A Ordinary Shares Beneficially Owned () Class B Ordinary Shares Beneficially Owned () Voting Power () Number % Number % % Directors and Executive Officers: Junjie He — — — — — Yu Gong (1) 150,831,833 3.9 — — * Dou Shen * * — — * Fei Qi — — — — — Shanshan Cui — — — — — Weijian Shan — — — — — Sam Hanhui Sun — — — — — Conor Chia-hung Yang — — — — — Jun Wang * * — — — Xiaohui Wang * * — — * Youqiao Duan * * — — * Xianghua Yang * * — — * All directors and executive officers as a group 226,400,554 5.8 — — * Principal Shareholders: Baidu (2) 7,933,331 * 3,041,097,278 100.0 89.2 PAG (3) 819,266,931 18.1 — — 2.3 Notes: * Less than 1%. For each person and group included in this column, percentage ownership is calculated by dividing the number of Class A ordinary shares beneficially owned by such person or group, including Class A ordinary shares that such person or group has the right to acquire within 60 days of February 28, 2025, by the sum of the total number of Class A ordinary shares outstanding as of February 28, 2025 and the number of Class A ordinary shares underlying the options or other right held by such person or group that are exercisable to acquire Class A ordinary shares within 60 days of February 28, 2025. For each person and group included in this column, percentage ownership is calculated by dividing the number of Class B ordinary shares beneficially owned by such person or group, including Class B ordinary shares that such person or group has the right to acquire within 60 days of February 28, 2025, by the sum of the total number of Class B ordinary shares outstanding as of February 28, 2025 and the number of Class B ordinary shares underlying the options or other right held by such person or group that are exercisable to acquire Class B ordinary shares within 60 days of February 28, 2025. For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, including Class A and Class B ordinary shares that such person or group has the right to acquire within 60 days of February 28, 2025, with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
Biggest change(8) 601,183,163 16.2 — — 1.8 Notes: For each person and group included in this column, percentage ownership is calculated by dividing the number of Class A ordinary shares beneficially owned by such person or group, including Class A ordinary shares that such person or group has the right to acquire within 60 days of February 28, 2026, by the sum of the total number of Class A ordinary shares outstanding as of February 28, 2026 and the number of Class A ordinary shares underlying the options or other right held by such person or group that are exercisable to acquire Class A ordinary shares within 60 days of February 28, 2026. For each person and group included in this column, percentage ownership is calculated by dividing the number of Class B ordinary shares beneficially owned by such person or group, including Class B ordinary shares that such person or group has the right to acquire within 60 days of February 28, 2026, by the sum of the total number of Class B ordinary shares outstanding as of February 28, 2026 and the number of Class B ordinary shares underlying the options or other right held by such person or group that are exercisable to acquire Class B ordinary shares within 60 days of February 28, 2026. For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, including Class A and Class B ordinary shares that such person or group has the right to acquire within 60 days of February 28, 2026, with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights. Eligibility. We may grant awards to our employees, directors or consultants or employees, directors or consultants or our affiliates. Term of the Awards.
In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights. Eligibility. We may grant awards to our employees, directors or consultants or employees, directors or consultants of our affiliates. Term of the Awards.
A committee of one or more members of the board acts as the plan administrator, and the board shall conduct the general administration of the plan if required by applicable laws, and with respect to awards granted to members of the committee that acts as the plan administrator.
A committee of one or more members of the board acts as the plan administrator, and the board shall conduct the general administration of the plan if required by applicable laws, and with respect to awards granted to members of the committee that acts as the plan administrator.
We have also been advised by our Cayman Islands legal counsel that, notwithstanding the above, a final and conclusive judgment obtained in U.S. federal or state courts under which a definite sum of money is payable as compensatory damages and not in respect of laws that are fiscal or penal in nature (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages or contrary to Cayman Islands public policy) will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided that: • the court that gave the judgment was competent to hear the action in accordance with private international law principles as applied by the courts in the Cayman Islands and the parties subject to such judgment either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process; • the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations; • the judgment was final and conclusive and for a liquidated sum; • the judgment was not obtained by fraud; and • the judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy in the Cayman Islands.
We have also been advised by our Cayman Islands legal counsel that, notwithstanding the above, a final and conclusive judgment obtained in U.S. federal or state courts under which a definite sum of money is payable as compensatory damages and not in respect of laws that are fiscal or penal in nature (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages or contrary to Cayman Islands public policy) will be recognized and enforced in the courts of the Cayman Islands at common law, without any 116 re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided that: • the court that gave the judgment was competent to hear the action in accordance with private international law principles as applied by the courts in the Cayman Islands and the parties subject to such judgment either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process; • the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations; • the judgment was final and conclusive and for a liquidated sum; • the judgment was not obtained by fraud; and • the judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy in the Cayman Islands.
The audit committee is responsible for, among other things: • selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; • reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; • reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; • discussing the annual audited financial statements with management and the independent registered public accounting firm; • reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; • annually reviewing and reassessing the adequacy of our audit committee charter; • meeting separately and periodically with management and the independent registered public accounting firm; and reporting regularly to the board.
The audit committee is responsible for, among other things: • selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; • reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; • reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; 112 • discussing the annual audited financial statements with management and the independent registered public accounting firm; • reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; • annually reviewing and reassessing the adequacy of our audit committee charter; • meeting separately and periodically with management and the independent registered public accounting firm; and • reporting regularly to the board.
(3) Represents (i) 793,556,071 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAGAC IV-4 (Cayman) Limited, (ii) 16,335,634 Class A ordinary shares issuable upon conversion of the PAG Notes held by Pacific Alliance Asia Opportunity Fund L.P., (iii) 1,539,097 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAG S Class Public Pooled LP, (iv) 7,694,085 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAG Capital Structure Opportunity Fund LP, and (v) 142,044 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAG-P Asia Fund L.P., as reported in the Amendment No. 4 to the Schedule 13D filed jointly by PAGAC IV-1 (Cayman) Limited, PAGAC IV-2 (Cayman) Limited, PAGAC IV-4 (Cayman) Limited, PAGAC IV-6 (Cayman) Limited, PAG Asia IV LP, PAG Asia Capital GP IV Limited, PAG Capital Limited, Pacific Alliance Group Limited and PAG on December 4, 2024.
(7) Represents (i) 793,556,071 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAGAC IV-4 (Cayman) Limited, (ii) 16,335,634 Class A ordinary shares issuable upon conversion of the PAG Notes held by Pacific Alliance Asia Opportunity Fund L.P., (iii) 1,539,097 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAG S Class Public Pooled LP, (iv) 7,694,085 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAG Capital Structure Opportunity Fund LP, and (v) 142,044 Class A ordinary shares issuable upon conversion of the PAG Notes held by PAG-P Asia Fund L.P., as reported in the Amendment No. 4 to the Schedule 13D filed jointly by PAGAC IV-1 (Cayman) Limited, PAGAC IV-2 (Cayman) Limited, PAGAC IV-4 (Cayman) Limited, PAGAC IV-6 (Cayman) Limited, PAG Asia IV LP, PAG Asia Capital GP IV Limited, PAG Capital Limited, Pacific Alliance Group Limited and PAG on December 4, 2024.
Under the 2021 Plan, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards is initially 364,000,000 Class A ordinary shares, which we refer to as the 2021 Plan Award Pool, provided that if restricted share units are granted, each restricted share unit (that entitles the holder to one share) granted shall reduce the number of shares in the 2021 Plan Award Pool available for future grants by 1.3 Class A ordinary shares; any option with nil exercise price shall have the same effect of reducing the number of shares in the 2021 Plan Award Pool as the restricted share 113 units.
Under the 2021 Plan, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards is initially 364,000,000 Class A ordinary shares, which we refer to as the 2021 Plan Award Pool, provided that if restricted share units are granted, each restricted share unit (that entitles the holder to one share) granted shall reduce the number of shares in the 2021 Plan Award Pool available for future grants by 1.3 Class A ordinary shares; any option with nil exercise price shall have the same effect of reducing the number of shares in the 2021 Plan Award Pool as the restricted share units.
Share Incentive Plans 2010 Equity Incentive Plan We adopted the 2010 Equity Incentive Plan, which we refer to as the 2010 Plan, on October 18, 2010, which was subsequently amended and restated on November 3, 2014, August 6, 2016 and September 15, 2020, for the purpose of granting share-based compensation awards either through a proprietary interest in our long-term success, or compensation based on fulfilling certain performance goals to employees, officers, directors and consultants to incentivize their performance and promote the success of our 112 business.
Share Incentive Plans 2010 Equity Incentive Plan We adopted the 2010 Equity Incentive Plan, which we refer to as the 2010 Plan, on October 18, 2010, which was subsequently amended and restated on November 3, 2014, August 6, 2016 and September 15, 2020, for the purpose of granting share-based compensation awards either through a proprietary interest in our long-term success, or compensation based on fulfilling certain performance goals to employees, officers, directors and consultants to incentivize their performance and promote the success of our business.
Unless otherwise determined by the board of directors, the term of each option or share appreciation right granted under the 2010 Plan shall not exceed ten years from date of the grant. Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement. Acceleration of Awards upon Change in Control.
Unless otherwise determined by the board of directors, the term of each option or share appreciation right granted under the 2010 Plan shall not exceed ten years from the date of the grant. Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement. 109 Acceleration of Awards upon Change in Control.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. 115 Committees of the Board of Directors We have established an audit committee and a compensation committee under the board of directors. We have adopted a charter for each of the two committees. Each committee’s members and functions are described below.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. Committees of the Board of Directors We have established an audit committee and a compensation committee under the board of directors. We have adopted a charter for each of the two committees. Each committee’s members and functions are described below.
In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement. Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination.
In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement. 110 Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination.
Options to purchase ordinary shares granted under the 2010 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant. Exercise Price. The excises price of an option or a share appreciation right will be determined by the plan administrator.
Options to purchase ordinary shares granted under the 2010 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant. Exercise Price. The exercise price of an option or a share appreciation right will be determined by the plan administrator.
In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights. 114 Eligibility. We may grant awards to our directors, employees and consultants. Term of the Awards.
In certain circumstances, such as a recapitalization, a spin-off, reorganization, merger, separation and split-up, the plan administrator may adjust the exercise price of outstanding options and share appreciation rights. Eligibility. We may grant awards to our directors, employees and consultants. Term of the Awards.
Wang currently serves on the board of directors of Strawbear Entertainment Group (SEHK: 2125). Mr. Wang holds a bachelor’s degree in journalism from Jilin University, a master’s degree in 111 business administration from Cheong Kong Graduate School of Business and a Ph.D. in literature from the Communication University of China.
Wang currently serves on the board of directors of Strawbear Entertainment Group (SEHK: 2125). Mr. Wang holds a bachelor’s degree in journalism from Jilin University, a master’s degree in business administration from Cheong Kong Graduate School of Business and a Ph.D. in literature from the Communication University of China.
These contracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment as well as certain period of time after employment is terminated. E.
These contracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment as well as for a certain period of time after employment is terminated. E.
PAG Asia Capital GP IV Limited is controlled by PAG Capital Limited which in turn is controlled by Pacific Alliance Group Limited. Pacific Alliance Group Limited is controlled by PAG. Pacific Alliance Asia Opportunity Fund L.P. and 118 Polymer Asia Fund LP are indirectly controlled by PAG. PAGAC IV-1 (Cayman) Limited is an exempted company incorporated in the Cayman Islands.
PAG Asia Capital GP IV Limited is controlled by PAG Capital Limited which in turn is controlled by Pacific Alliance Group Limited. Pacific Alliance Group Limited is controlled by PAG. Pacific Alliance Asia Opportunity Fund L.P. and Polymer Asia Fund LP are indirectly controlled by PAG. PAGAC IV-1 (Cayman) Limited is an exempted company incorporated in the Cayman Islands.
Awards granted under the 2021 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant. Exercise Price. The excises price of an option will be determined by the plan administrator.
Awards granted under the 2021 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant. Exercise Price. The exercise price of an option will be determined by the plan administrator.
Awards granted under the 2024 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant. Exercise Price. The excises price of an option will be determined by the plan administrator.
Awards granted under the 2024 Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant. Exercise Price. The exercise price of an option will be determined by the plan administrator.
The plan shall terminate on December 2, 2031, provided that our board may terminate the plan at any time and for any reason. 2024 Share Incentive Plan We adopted the 2024 Share Incentive Plan, which we refer to as the 2024 Plan, on May 23, 2024, for the purpose of promoting the success and enhance the value of iQIYI, Inc., by linking the personal interests of the directors, employees consultants and other individuals to those of our shareholders and, by providing an incentive for outstanding performance, to generate superior returns for our shareholders.
The plan shall terminate on December 2, 2031, provided that our board may terminate the plan at any time and for any reason. 2024 Share Incentive Plan We adopted the 2024 Share Incentive Plan, which we refer to as the 2024 Plan, on May 23, 2024, for the purpose of promoting the success and enhancing the value of iQIYI, Inc., by linking the personal interests of the directors, employees, consultants and other individuals to those of our shareholders and, by providing an incentive for outstanding performance, to generate superior returns for our shareholders.
(2) Representing (i) 7,933,331 Class A ordinary shares, in the form of ADSs, and (ii) 2,876,391,396 Class B ordinary shares held by Baidu Holdings Limited, a company incorporated in British Virgin Islands, and (iii) 164,705,882 Class B ordinary shares held by Baidu (Hong Kong) Limited, a company incorporated in Hong Kong, as reported in the Amendment No. 1 to the Schedule 13D filed jointly by Baidu (Hong Kong) Limited, Baidu Holdings Limited and Baidu, Inc. on March 14, 2022.
(6) Representing (i) 7,933,331 Class A ordinary shares, in the form of ADSs, and (ii) 2,876,391,396 Class B ordinary shares held by Baidu Holdings Limited, a company incorporated in British Virgin Islands, and (iii) 164,705,882 Class B ordinary shares held by Baidu (Hong Kong) Limited, a company incorporated in Hong Kong, as reported in the Amendment No. 1 to the Schedule 13D filed jointly by Baidu (Hong Kong) Limited, Baidu Holdings Limited and Baidu, Inc. on 115 March 14, 2022.
It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to mainland China for a court of mainland China to have jurisdiction as required under the PRC Civil Procedures Law.
It will be, however, difficult for U.S. shareholders to originate actions against us in Chinese mainland in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to Chinese mainland for a court of Chinese mainland to have jurisdiction as required under the PRC Civil Procedures Law.
Our mainland China subsidiaries and variable interest entities are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. For share incentive grants to our officers and directors, see “Item 6. Directors, Senior Management and Employees—B.
Our Chinese mainland subsidiaries and variable interest entities are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. For share incentive grants to our officers and directors, see “Item 6. Directors, Senior Management and Employees—B.
Sun received a bachelor’s degree in business administration from Beijing Institute of Technology. He is a Certified Public Accountant in mainland China. Conor Chia-hung Yang has served as our independent director since April 2022. Mr. Conor Yang has also served as EHang’s (Nasdaq: EH) board director since December 2019 and as EHang’s chief financial officer since September 2023.
Sun received a bachelor’s degree in business administration from Beijing Institute of Technology. He is a Certified Public Accountant in Chinese mainland. Conor Chia-hung Yang has served as our independent director since April 2022. Mr. Yang has also served as EHang’s (Nasdaq: EH) board director since December 2019 and as EHang’s chief financial officer since September 2023.
Mainland China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. As such, the courts of mainland China will review and determine the applicability of the reciprocity principle on a case-by-case basis and the length of the procedure is uncertain.
Chinese mainland does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. As such, the courts of Chinese mainland will review and determine the applicability of the reciprocity principle on a case-by-case basis and the length of the procedure is uncertain.
The plan shall terminate on October 17, 2030 provided that our board may terminate the plan at any time and for any reason. 2017 Share Incentive Plan We adopted the 2017 Share Incentive Plan, which we refer to as the 2017 Plan on November 30, 2017, which was further amended on December 7, 2017, for the purpose of promoting the success and enhance the value of iQIYI, Inc., by linking the personal interests of the members of the board, employees, consultants and other individuals to those of our shareholders and, by providing an incentive for outstanding performance, to generate superior returns for our shareholders.
The 2010 plan shall terminate on October 17, 2030 provided that our board may terminate the 2010 plan at any time and for any reason. 2017 Share Incentive Plan We adopted the 2017 Share Incentive Plan, which we refer to as the 2017 Plan on November 30, 2017, which was further amended on December 7, 2017, for the purpose of promoting the success and enhancing the value of iQIYI, Inc., by linking the personal interests of the members of the board, employees, consultants and other individuals to those of our shareholders and, by providing an incentive for outstanding performance, to generate superior returns for our shareholders.
In addition, according to the PRC Civil Procedures Law, courts in mainland China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest.
In addition, according to the PRC Civil Procedures Law, courts in Chinese mainland will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest.
Courts of mainland China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws and regulations based either on treaties between mainland China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
Courts of Chinese mainland may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws and regulations based either on treaties between Chinese mainland and the country where the judgment is made or on principles of reciprocity between jurisdictions.
Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in mainland China for disputes if they can establish sufficient nexus to mainland China for a court of mainland China to have jurisdiction, and meet other procedural requirements.
Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in Chinese mainland for disputes if they can establish sufficient nexus to Chinese mainland for a court of Chinese mainland to have jurisdiction, and meet other procedural requirements.
As of February 28, 2025, none of our Class B ordinary shares are held by record holders in the United States. For options and restricted share units granted to our officers, directors and employees, see “Item 6. Directors, Senior Management and Employees — B.
As of February 28, 2026, none of our Class B ordinary shares are held by record holders in the United States. For options and restricted share units granted to our officers, directors and employees, see “Item 6. Directors, Senior Management and Employees — B.
Compensation—Share Incentive Plans.” Enforceability of Civil Liabilities Our business operations are primarily conducted in mainland China, and substantially all of our assets are located in mainland China. All of our directors and executive officers are located in mainland China or Hong Kong as of the date of this annual report.
Compensation—Share Incentive Plans.” Enforceability of Civil Liabilities Our business operations are primarily conducted in Chinese mainland, and substantially all of our assets are located in Chinese mainland. All of our directors and executive officers are located in Chinese mainland or Hong Kong as of the date of this annual report.
As required by laws and regulations in mainland China, we participate in various employee social benefits plans that are organized by municipal and provincial governments, including housing funds, pension, medical insurance, job-related injury insurance, maternity insurance and unemployment insurance.
As required by laws and regulations in Chinese mainland, we participate in various employee social benefits plans that are organized by municipal and provincial governments, including housing funds, pension, medical insurance, job-related injury insurance, maternity insurance and unemployment insurance.
Consequently, as of February 28, 2025, no awards were outstanding under the 2017 Plan. 2021 Share Incentive Plan We also adopted the 2021 Share Incentive Plan, which we refer to as the 2021 Plan, on December 2, 2021, as amended and restated on November 2, 2022, for the purpose of promoting the success and enhance the value of iQIYI, Inc., by linking the personal interests of the directors, employees and consultants to those of our shareholders and, by providing an incentive for outstanding performance, to generate superior returns for our shareholders.
Consequently, as of February 28, 2026, no awards were outstanding under the 2017 Plan. 2021 Share Incentive Plan We also adopted the 2021 Share Incentive Plan, which we refer to as the 2021 Plan, on December 2, 2021, as amended and restated on November 2, 2022, for the purpose of promoting the success and enhancing the value of iQIYI, Inc., by linking the personal interests of the directors, employees and consultants to those of our shareholders and, by providing an incentive for outstanding performance, to generate superior returns for our shareholders.
As a result, it is uncertain whether and on what basis a court of mainland China would enforce a judgment rendered by a court in the United States or in the Cayman Islands.
As a result, it is uncertain whether and on what basis a court of Chinese mainland would enforce a judgment rendered by a court in the United States or in the Cayman Islands.
F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable.
F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. 117
The 2024 Plan permits the awards of options and restricted share units. Plan Administration.
Types of Awards. The 2024 Plan permits the awards of options and restricted share units. Plan Administration.
In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. 116 Terms of Directors and Officers Our officers are appointed by and serve at the discretion of the shareholders.
Our company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. Terms of Directors and Officers Our officers are appointed by and serve at the discretion of the shareholders.
Audit Committee. Our audit committee consists of Sam Hanhui Sun, Conor Chia-hung Yang, Fei Qi and Weijian Shan, and is chaired by Mr. Sam Hanhui Sun.
Audit Committee. Our audit committee consists of Sam Hanhui Sun, Conor Chia-hung Yang and Fei Qi, and is chaired by Mr. Sam Hanhui Sun.
From 2004 to 2007, Mr. Sun served in several financial controller positions at Microsoft China R&D Group, Maersk China Co. Ltd., and SouFun.com . From 1995 to 2004, Mr. Sun worked in KPMG’s auditing practice group. Mr. Sun currently serves as a director on the boards of Zhihu Inc. (NYSE: ZH) and Yiren Digital Ltd. (NYSE: YRD) and YSB Inc.
Sun served in several financial controller positions at Microsoft China R&D Group, Maersk China Co. Ltd., and SouFun.com . From 1995 to 2004, Mr. Sun worked in KPMG’s auditing practice group. Mr. Sun currently serves as a director on the boards of Yiren Digital Ltd. (NYSE: YRD) and YSB Inc. (SEHK: 9885). Mr.
(SEHK: 9885). Mr. Sun served as an independent director of Fang Holdings Limited (NYSE: SFUN) from September 2010 to May 2019, Sunlands Technology Group (NYSE: STG) from March 2018 to July 2019 and CAR Inc. (formerly SEHK: 699) from August 2014 to July 2021, when CAR Inc. was privatized. Mr.
Sun served as an independent director of Fang Holdings Limited (NYSE: SFUN) from September 2010 to May 2019, Sunlands Technology Group (NYSE: STG) from March 2018 to July 2019 and CAR Inc. (formerly SEHK: 699) from August 2014 to July 2021, when CAR Inc. was privatized, and Zhihu Inc. (NYSE: ZH and SEHK:2390) from March 2021 to May 2025. Mr.
Baidu has the right to appoint a majority of our directors as long as it holds no less than 50% of the voting power of our Company. In addition, some of our directors are also senior management of Baidu. See “Item 3. Key Information—D.
C. BOARD PRACTICES Board of Directors Our board of directors consists of eight directors. Baidu has the right to appoint a majority of our directors as long as it holds no less than 50% of the voting power of our Company. In addition, some of our directors are also senior management of Baidu. See “Item 3. Key Information—D.
Qi served as managing director at China International Capital Corporation (CICC), where he had over 15 years of experience in the investment banking division with a focus in the TMT sector. Mr. Qi obtained his bachelor’s degree in management information systems from Tsinghua University in 2003. Shanshan Cui has served as our director since August 2023. Ms.
Qi served as managing director at China International Capital Corporation (CICC), where he had over 15 years of experience in the investment banking division with a focus in the TMT sector. Mr. Qi obtained his bachelor’s degree in management information systems from Tsinghua University in 2003. Zhanbing Xu has served as our director since August 2025. Mr.
We have determined that members including Sam Hanhui Sun and Conor Chia-hung Yang qualify as “audit committee financial experts.” Fei Qi and Weijian Shan are non-voting members of the audit committee. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
We have determined that members including Sam Hanhui Sun and Conor Chia-hung Yang qualify as “audit committee financial experts.” Fei Qi is a non-voting member of the audit committee. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
We believe that we maintain a good working relationship with our employees and labor unions, and we have not experienced any material labor disputes.
We believe that we maintain good working relationships with our employees and labor unions, and we have not experienced any material labor disputes.
Sun was a venture partner at Blue Lake Capital. From 2010 to 2015, Mr. Sun served various positions at Qunar Cayman Islands Limited, a Nasdaq-listed company, including Qunar’s president in 2015 and its chief financial officer from 2010 to 2015. From 2007 to 2009, Mr. Sun was the chief financial officer of KongZhong Corporation, a Nasdaq-listed company.
From 2010 to 2015, Mr. Sun served various positions at Qunar Cayman Islands Limited, a Nasdaq-listed company, including Qunar’s president in 2015 and its chief financial officer from 2010 to 2015. From 2007 to 2009, Mr. Sun was the chief financial officer of KongZhong Corporation, a Nasdaq-listed company. From 2004 to 2007, Mr.
From 2007 to 2023, Mr. Yang served in several chief financial officer positions, including Tuniu Corporation (Nasdaq: TOUR), E-Commerce China Dangdang Inc., and AirMedia Group Inc. Mr. Yang was the chief executive officer of Rock Mobile Corporation from 2004 to 2007, and the chief financial officer of the Asia Pacific region for CellStar Asia Corporation from 1999 to 2004.
From 2007 to 2023, Mr. Yang served in several chief financial officer positions, including Tuniu Corporation (Nasdaq: TOUR), E-Commerce China Dangdang Inc., and AirMedia Group Inc. Mr. Yang was the chief executive officer of Rock Mobile Corporation from 2004 to 2007. Mr.
(1) Representing (i) 142,644,944 Class A ordinary shares that Dr. Gong may purchase upon exercise of options within 60 days of February 28, 2025, and (ii) 8,186,889 Class A ordinary shares held by Cannes Ventures Limited, a company incorporated in the Cayman Islands. Cannes Ventures Limited is wholly-owned by Dr. Gong.
(1) Representing (i) 151,903,765 Class A ordinary shares that Dr. Gong may purchase upon exercise of options within 60 days of February 28, 2026, and (ii) 8,186,889 Class A ordinary shares held by Cannes Ventures Limited, a company incorporated in the Cayman Islands. Cannes Ventures Limited is wholly-owned by Dr. Gong.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our customers or prospective customers, or the confidential or proprietary information of any third-party received by our company and for which we have confidential obligations.
The executive officer may resign at any time with a 60-day advance written notice. 108 Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our customers or prospective customers, or the confidential or proprietary information of any third-party received by our company and for which we have confidential obligations.
Under the 2010 Plan, the maximum aggregate number of shares which may be issued pursuant to all awards is 589,729,714 shares. As of February 28, 2025, options to purchase a total of 326,630,018 Class A ordinary shares were outstanding under the 2010 Plan. The following paragraphs summarize the terms of the 2010 Plan. Types of Awards.
Under the 2010 Plan, the maximum aggregate number of shares which may be issued pursuant to all awards is 589,729,714 shares. As of February 28, 2026, options to purchase a total of 316,284,743 Class A ordinary shares were outstanding under the 2010 Plan. The following paragraphs summarize the terms of the 2010 Plan. Types of Awards.
As of February 28, 2025, options with nil exercise price to purchase a total of 248,192,217 ordinary shares were outstanding under the 2021 Plan. The following paragraphs summarize the terms of the 2021 Plan. Types of Awards. The 2021 Plan permits the awards of options and restricted share units. Plan Administration.
As of February 28, 2026, options with nil exercise price to purchase a total of 239,181,278 ordinary shares were outstanding under the 2021 Plan. The following paragraphs summarize the terms of the 2021 Plan. Types of Awards. The 2021 Plan permits the awards of options and restricted share units. Plan Administration.
Compensation Committee. Our compensation committee consists of Junjie He, Shanshan Cui, Weijian Shan and Sam Hanhui Sun, and is chaired by Mr. Junjie He. We have determined that Sam Hanhui Sun satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.
Compensation Committee. Our compensation committee consists of Haijian He, Zhanbing Xu and Sam Hanhui Sun, and is chaired by Mr. Haijian He. We have determined that Sam Hanhui Sun satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.
The following table sets forth the number of our employees by function as of December 31, 2024: Research and development 1,836 Content production and operation 1,747 Sales and marketing 705 General and administrative 385 Total 4,673 Our success depends on our ability to attract, retain and motivate qualified employees. We offer employees competitive salaries, performance-based cash bonuses and other incentives.
The following table sets forth the number of our employees by function as of December 31, 2025: Research and development 1,593 Content production and operation 1,744 Sales and marketing 892 General and administrative 374 Total 4,603 Our success depends on our ability to attract, retain and motivate qualified employees. We offer employees competitive salaries, performance-based cash bonuses and other incentives.
To our knowledge, as of February 28, 2025, a total of 3,518,559,389 of our Class A ordinary shares were held by three record holders in the United States, representing 95.1% of our total issued and outstanding Class A ordinary shares as of such date (excluding 155,148,368 Class A ordinary shares reserved for future issuances upon the exercising or vesting of awards granted under the issuer’s share incentive plans).
To our knowledge, as of February 28, 2026, a total of 3,532,785,167 of our Class A ordinary shares were held by 3 record holders in the United States, representing 95.1% of our total issued and outstanding Class A ordinary shares as of such date (excluding 141,443,166 Class A ordinary shares reserved for future issuances upon the exercising or vesting of awards granted under the issuer’s share incentive plans).
The address of each of PAGAC IV-1 (Cayman) Limited, Pacific Alliance Asia Opportunity Fund L.P. and Polymer Asia Fund LP is P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106 Cayman Islands. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.
The address of each of PAGAC IV-1 (Cayman) Limited, Pacific Alliance Asia Opportunity Fund L.P. and Polymer Asia Fund LP is P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106 Cayman Islands. (8) Represents 601,183,163 Class A ordinary shares, in the form of ADSs, beneficially owned by T.
Under the 2024 Plan, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards is initially 350,000,000 Class A ordinary shares. As of February 28, 2025, no awards were outstanding under the 2024 Plan. The following paragraphs summarize the terms of the 2024 Plan. Types of Awards.
Under the 2024 Plan, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards is initially 350,000,000 Class A ordinary shares. As of February 28, 2026, options with nil exercise price to purchase a total of 55,068,650 ordinary shares were outstanding under the 2024 Plan. The following paragraphs summarize the terms of the 2024 Plan.
EMPLOYEES We had 4,981, 4,788 and 4,673 employees as of December 31, 2022, 2023 and 2024, respectively. As of December 31, 2024, we had 2,696 employees in Beijing and 1,977 employees in other cities in mainland China and overseas.
EMPLOYEES We had 4,788, 4,673 and 4,603 employees as of December 31, 2023, 2024 and 2025, respectively. As of December 31, 2025, we had 2,648 employees in Beijing and 1,955 employees in other cities in Chinese mainland and overseas.
Currently, he serves as the vice president of SIGKDD China Chapter. 110 Fei Qi has served as our director since December 2022. Mr. Qi joined Baidu (Nasdaq: BIDU; SEHK: 9888) in March 2021, and currently serves as vice president of Baidu, chief of staff to CEO, and head of corporate strategic department. Prior to joining Baidu, Mr.
Qi joined Baidu (Nasdaq: BIDU; SEHK: 9888) in March 2021, and currently serves as vice president of Baidu, chief of staff to CEO, and head of corporate strategic department. Prior to joining Baidu, Mr.
Wang is responsible for the procurement, production and operations of content business. From 2019, Mr. Wang also serves as president of our Professional Content Business Group (PCG). Prior to joining iQIYI, Mr.
Wang also serves as president of our Professional Content Business Group (PCG). Prior to joining iQIYI, Mr.
Xianghua Yang joined us in 2010 and is our senior vice president responsible for oversea business and motion picture business. Mr. Yang led iQIYI Pictures from 2014 to 2016 and led our mobile business department from 2010 to 2014. Prior to joining us, Mr.
Xianghua Yang joined us in 2010 and is our senior vice president responsible for oversea business and motion picture business. Mr. Yang led our mobile business department from 2010 to 2014. Prior to joining us, Mr. Yang served as deputy general manager of wireless business department at Sohu.com, responsible for R&D, marketing and mobile business. Mr.
In such case of termination by our company, we will provide severance payments to the executive officer as agreed by our company and the executive officer. The executive officer may resign at any time with a 60-day advance written notice.
In such case of termination by our company, we will provide severance payments to the executive officer as agreed by our company and the executive officer.
A Cayman Islands court may impose civil liability on us or our directors or officers in a suit brought in the Grand Court of the Cayman Islands against us or these persons with respect to a violation of U.S. federal securities laws, provided that the facts surrounding any violation constitute or give rise to a cause of action under Cayman Islands law. 119 Our PRC legal counsel, Jingtian & Gongcheng, has advised us that there is uncertainty as to whether the courts of mainland China would: • recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or • entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
Our PRC legal counsel, Jingtian & Gongcheng, has advised us that there is uncertainty as to whether the courts of Chinese mainland would: • recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or • entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
Directors and Executive Officers Age Position/Title Junjie He 40 Chairman of the Board Yu Gong 56 Chief Executive Officer and Director Dou Shen 45 Director Fei Qi 43 Director Shanshan Cui 49 Director Weijian Shan 71 Director Sam Hanhui Sun 52 Independent Director Conor Chia-hung Yang 62 Independent Director Jun Wang 46 Chief Financial Officer Xiaohui Wang 56 Chief Content Officer Youqiao Duan 55 Senior Vice President Xianghua Yang 48 Senior Vice President Junjie He has served as our director since March 2021 and chairman of our board of directors since November 2022.
Directors and Executive Officers Age Position/Title Haijian He 44 Chairman of the Board Yu Gong 57 Chief Executive Officer and Director Dou Shen 46 Director Fei Qi 44 Director Zhanbing Xu 44 Director Sam Hanhui Sun 53 Independent Director Conor Chia-hung Yang 63 Independent Director Philana Wai Yin Poon 58 Independent Director Ying Zeng 48 Interim Chief Financial Officer Xiaohui Wang 57 Chief Content Officer Youqiao Duan 56 Senior Vice President Xianghua Yang 49 Senior Vice President Haijian He has served as our director and chairman of our board of directors since August 2025.
A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; (iv) without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or (v) is removed from office pursuant to any other provision of our current memorandum and articles of association.
A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; (iv) without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or (v) is removed from office pursuant to any other provision of our current memorandum and articles of association. 113 Board Diversity Matrix Board Diversity Matrix Country of Principal Executive Offices Chinese mainland Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No As of February 28, 2026 Total Number of Directors 8 Gender Identity Female Male Non- Binary Did Not Disclose Gender Directors 1 7 — — Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — Did Not Disclose Demographic Background — D.
Gong was the president and chief operating officer of umessage.com, a top mobile internet services solution provider in mainland China. Prior to that, Dr. Gong served in the roles of vice president, senior vice president, and chief operating officer at Sohu.com, a Nasdaq-listed company (Nasdaq: SOHU), from 2003 to 2008. From 1999 to 2003, Dr.
Gong served in the roles of vice president, senior vice president, and chief operating officer at Sohu.com, a Nasdaq-listed company (Nasdaq: SOHU), from 2003 to 2008. From 1999 to 2003, Dr. Gong was the founder and chief executive officer of focus.cn, the then largest real estate search website in Chinese mainland, which was sold to Sohu.com. Dr.
Shan holds an M.A. and a Ph.D. from the University of California, Berkeley, and an M.B.A. from the University of San Francisco. Sam Hanhui Sun has served as our independent director since March 2018. Mr. Sun has been the Chairman of VSP Private Fund Management (Zhuhai) Co., Limited since 2021. From 2016 to 2020, Mr.
Xu obtained his bachelor’s degree in HR management from the Capital University of Economics and Business in 2004. Sam Hanhui Sun has served as our independent director since March 2018. Mr. Sun has been the Chairman of VSP Private Fund Management (Zhuhai) Co., Limited since 2021. From 2016 to 2020, Mr. Sun was a venture partner at Blue Lake Capital.
Gong was the founder and chief executive officer of focus.cn, the then largest real estate search website in mainland China, which was sold to Sohu.com. Dr. Gong received a bachelor’s degree, a master’s degree and a doctorate degree in automation control from Tsinghua University. Dr. Dou Shen has served as our director since September 2019. Dr.
Gong received a bachelor’s degree, a master’s degree and a doctorate degree in automation control from Tsinghua University. Dr. Dou Shen has served as our director since September 2019. Dr.
SHARE OWNERSHIP Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025: • each of our directors and executive officers; and • each person known to us to own beneficially 5% or more of our ordinary shares. 117 The calculations in the table below are based on 6,740,711,936 ordinary shares outstanding as of February 28, 2025, comprising of 3,699,614,658 Class A ordinary shares (excluding 155,148,368 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards under our share incentive plans) and 3,041,097,278 Class B ordinary shares.
The calculations in the table below are based on 6,755,173,145 ordinary shares outstanding as of February 28, 2026, comprising of 3,714,075,867 Class A ordinary shares (excluding 141,443,166 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards under our share incentive plans) and 3,041,097,278 Class B ordinary shares. 114 Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
COMPENSATION For the fiscal year ended December 31, 2024, we paid an aggregate of RMB28.4 million (US$3.9 million) in cash to our executive officers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Subject to the Listing Rules of the Nasdaq Stock Market and disqualification by the chairman of the relevant board meeting, a director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested provided (i) such director, if his interest in such contract or arrangement is material, has declared the nature of his interest at the meeting of the board, either specifically or by way of a general notice and (ii) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee.
Subject to the Listing Rules of the Nasdaq Stock Market and disqualification by the chairman of the relevant board meeting, a director may vote with respect to any contract, proposed contract or transaction notwithstanding that he may be interested therein and if does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction shall come before the meeting for consideration.
The following table summarizes, as of February 28, 2025, the outstanding options that we granted to our directors and executive officers: Name Class A Ordinary Shares Underlying Options Awarded Exercise Price (US$/Share) Date of Grant Date of Expiration Yu Gong 155,280,390 0 to 0.51 Various dates from October 18, 2010 to April 29, 2024 Various dates from October 16, 2030 to April 29, 2034 Jun Wang * 0 to 0.51 Various dates from February 28, 2018 to April 29, 2024 Various dates from February 28, 2028 to April 29, 2034 Xiaohui Wang * 0 to 0.51 Various dates from August 5, 2016 to April 29, 2024 Various dates from August 5, 2026 to April 29, 2034 Youqiao Duan * 0 to 0.51 Various dates from August 5, 2016 to April 29, 2024 Various dates from August 5, 2026 to April 29, 2034 Xianghua Yang * 0 to 0.51 Various dates from August 5, 2016 to April 29, 2024 Various dates from August 5, 2026 to April 29, 2034 Total 237,542,745 / / / Notes: * The aggregate number of ordinary shares exercisable from all options granted is less than 1% of our total issued and outstanding ordinary shares.
The plan shall terminate on May 23, 2034, provided that our board may terminate the plan at any time and for any reason. 111 The following table summarizes, as of February 28, 2026, the outstanding options that we granted to our directors and executive officers: Name Class A Ordinary Shares Underlying Options Awarded Exercise Price (US$/Share) Date of Grant Date of Expiration Yu Gong 158,150,390 0 to 0.51 Various dates from October 18, 2010 to April 12, 2025 Various dates from October 16, 2030 to April 12, 2035 Ying Zeng 9,090,056 0 to 0.51 Various dates from February 14, 2017 to April 1, 2025 Various dates from February 14, 2027 to April 1, 2035 Xiaohui Wang 27,920,752 0 to 0.51 Various dates from August 5, 2016 to April 12, 2025 Various dates from August 5, 2026 to April 12, 2035 Youqiao Duan 25,284,983 0 to 0.51 Various dates from August 5, 2016 to April 12, 2025 Various dates from August 5, 2026 to April 12, 2035 Xianghua Yang 31,664,120 0 to 0.51 Various dates from August 5, 2016 to April 12, 2025 Various dates from August 5, 2026 to April 12, 2035 Total 252,110,301 / / / As of February 28, 2026, other grantees as a group held options to purchase 358,424,370 Class A ordinary shares of our company, with exercise prices ranging from US$0 to US$0.51 per share.
Prior to that, Mr. Yang was a senior banker at Goldman Sachs (Asia) L.L.C. and Morgan Stanley Asia Limited from 1992 to 1999. Mr. Yang currently also serves as an independent director of Tongcheng Travel Holdings Limited (HKSE: 0780), UP Fintech Holding Ltd (Nasdaq: TIGR) and Smart Share Global Limited (Nasdaq: EM). Mr.
Yang currently also serves as an independent director of NovaBridge Biosciences (Nasdaq: NBP), Tongcheng Travel Holdings Limited (SEHK: 0780), UP Fintech Holding Ltd (Nasdaq: TIGR) and Smart Share Global Limited (Nasdaq: EM). Mr. Yang received his master’s degree in business administration from the University of California, Los Angeles (UCLA).
He obtained his bachelor’s degree from the Guanghua School of Management, Peking University in 2007. Yu Gong is the founder, chief executive officer and director of our company, and oversees our overall strategy and business operations. Prior to founding iQIYI, Dr.
He is also a Chartered Financial Analyst charter holder. 106 Yu Gong is the founder, chief executive officer and director of our company, and oversees our overall strategy and business operations. Prior to founding iQIYI, Dr. Gong was the president and chief operating officer of umessage.com, a top mobile internet services solution provider in Chinese mainland. Prior to that, Dr.
Shen joined Baidu in 2012 and has served various management roles, including web search, display advertising, the financial services group and mobile products. Dr. Shen has published more than 40 papers in international conferences and journals, and held multiple patents on internet search and computational advertising.
Shen previously served as a non-executive director of Kuaishou Technology (SEHK: 1024) from April 2018 to September 2023. Dr. Shen joined Baidu in 2012 and has served various management roles, including web search, display advertising, the financial services group and mobile products. Dr.
Risk Factors—Risks Related to Our Relationship with Baidu—We may have conflicts of interest with Baidu and, because of Baidu’s controlling ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.” In addition, PAG Asia has the right to appoint, remove and replace one director, who should be elected as a non-voting member of the audit committee and a voting member of the compensation committee of the board of directors, so long as the PAG Notes or Class A ordinary shares issued upon conversion of the PAG Notes beneficially owned by PAG Asia and its affiliates represents no less than 50% of the aggregate principal amount of the notes.
Risk Factors—Risks Related to Our Relationship with Baidu—We may have conflicts of interest with Baidu and, because of Baidu’s controlling ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.” A director is not required to hold any shares in our company by way of qualification.
Morgan Securities (Asia Pacific) Limited with his last position being the vice president of investment banking. Mr. Wang obtained a bachelor’s degree in English from Tsinghua University in July 2000 and a master’s degree in business administration from the University of Chicago in June 2008. Xiaohui Wang joined us in 2016 as our chief content officer. Mr.
Zeng obtained a bachelor’s degree in accounting from Wuhan University of Technology in July 1999 and a master’s degree in professional accounting from Peking University in June 2014. Xiaohui Wang joined us in 2016 as our chief content officer. Mr. Wang is responsible for the procurement, production and operations of our content business. From 2019, Mr.
Removed
Mr. He joined Baidu (Nasdaq: BIDU; SEHK: 9888) in June 2019 and currently serves as the Interim Chief Financial Officer of Baidu. Mr. He served as the Senior Corporate Vice President of Baidu and General Manager of Mobile Ecosystem Group (MEG), and was in full charge of MEG from May 2022 to October 2024. Prior to that, Mr.
Added
Mr. He is currently the chief financial officer of Baidu. Mr. He joined Baidu in July 2025 from Kingsoft Cloud Holdings Limited, where he served as executive director and chief financial officer since January 2020. Prior to joining Kingsoft Cloud, Mr.
Removed
He oversaw Baidu’s M&A (Mergers & Acquisition), SIM (Strategic Investment Management), SOM (Sales Operation and Management), and FP&A (Financial Planning & Analysis) departments. Prior to joining Baidu, he had rich working experience with investment firms including China International Capital Corporation (CICC), CITIC Private Equity, Warburg Pincus and Tibet Langrun Capital. Mr.
Added
He served as an executive director of the TMT (telecommunications, media and technology) group and the mergers and acquisitions group sequentially at Goldman Sachs (Asia) L.L.C. from September 2015 to January 2020. Prior to that, Mr.
Removed
Cui has been serving as senior vice president in charge of human resources and administrative functions of Baidu (Nasdaq: BIDU; SEHK: 9888) since May 2019. Ms. Cui joined Baidu in January 2000 overseeing the search technology group, and is a founding member of Baidu. Ms.
Added
He worked at Bank of America Merrill Lynch from May 2014 to September 2015 and Citigroup Global Markets Inc. from October 2010 to May 2013. Mr. He is currently an independent non-executive director of Sipai Health Technology Co., Ltd. and Sunwoda EVB Co., Ltd. Mr.
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Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
25 edited+6 added−0 removed13 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
25 edited+6 added−0 removed13 unchanged
2024 filing
2025 filing
Biggest changeFor each drawdown under these facilities, PAG releases an equivalent amount of restricted cash collateralized by us under the PAG Notes. Following PAG’s total drawdown of US$400.0 million under the facility agreements, PAG’s repurchase right for the US$522.5 million principal of the PAG Notes on or shortly after the third anniversary of the issuance date had been waived.
Biggest changeFollowing PAG’s total drawdown of US$400.0 million under the facility agreements, PAG’s repurchase right for the US$522.5 million principal of the PAG Notes on or shortly after the third anniversary of the issuance date had been waived. 119 In October 2025, we entered into another facility agreement with PAG which provides PAG with an additional loan facility of US$114.1 million, carrying an interest rate of 4.5% per annum.
Specifically, (i) Baidu agrees to cooperate with us on leveraging AI technology to further improve our user experience; (ii) we and Baidu agree to share sales channel resources to promote smart devices/DuerOS and increase iQIYI’s market share in its industry; (iii) Baidu agrees to provide support for our cloud computing infrastructure and provide us with cloud computing infrastructure services on Baidu’s most favored terms; (iv) we and Baidu agree to cross sell our respective advertising services, and Baidu agrees to grant us priority to advertise on its platform; (v) we and Baidu agree to leverage our respective services to increase user traffic; and (vi) we and Baidu agree to allow our respective registered users and content providers to log onto each other’s platforms.
Specifically, (i) Baidu agreed to cooperate with us on leveraging AI technology to further improve our user experience; (ii) we and Baidu agreed to share sales channel resources to promote smart devices/DuerOS and increase iQIYI’s market share in its industry; (iii) Baidu agreed to provide support for our cloud computing infrastructure and provide us with cloud computing infrastructure services on Baidu’s most favored terms; (iv) we and Baidu agreed to cross sell our respective advertising services, and Baidu agrees to grant us priority to advertise on its platform; (v) we and Baidu agreed to leverage our respective services to increase user traffic; and (vi) we and Baidu agreed to allow our respective registered users and content providers to log onto each other’s platforms.
Under this agreement, (i) Baidu agrees not to compete with us in providing video content services that are the same as or substantially similar to our long-form video businesses (with the exception of existing business activities conducted by Baidu and its affiliates and of the business activities conducted by the entity that currently operates Baidu’s online video business), and (ii) we agree not to compete with Baidu in any business that is the same as or substantially similar to Baidu’s core businesses (with the exception of existing business activities conducted by our company or our affiliates).
Under this agreement, (i) Baidu agreed not to compete with us in providing video content services that are the same as or substantially similar to our long-form video businesses (with the exception of existing business activities conducted by Baidu and its affiliates and of the business activities conducted by the entity that currently operates Baidu’s online video business), and (ii) we agreed not to compete with Baidu in any business that is the same as or substantially similar to Baidu’s core businesses (with the exception of existing business activities conducted by our company or our affiliates).
We have the right to defer filing of a registration statement for a period of not more than 90 days after the receipt of the request of the initiating holders under certain conditions, but we cannot exercise the deferral right more than once in any twelve-month period 122 and we cannot register any other share during such twelve-month period.
We have the right to defer filing of a registration statement for a period of not more than 90 days after the receipt of the request of the initiating holders under certain conditions, but we cannot exercise the deferral right more than once in any twelve-month period and we cannot register any other shares during such twelve-month period.
If the managing underwriters of any underwritten offering determine in its view the number of registrable securities exceeds the maximum offering size, the registrable securities shall allocate first to us, second to each of holders requesting for the inclusion of their registrable securities pursuant to the piggyback registration, and third to holders of our other securities with such priorities among them as we shall determine.
If the managing underwriters of any underwritten offering determine in their view the number of registrable securities exceeds the maximum offering size, the registrable securities shall be allocated first to us, second to each of the holders requesting the inclusion of their registrable securities pursuant to the piggyback registration, and third to holders of our other securities with such priorities among them as we shall determine.
The PAG Notes are secured by certain collateral arrangements. The PAG Notes bear an interest rate of 6% per annum and will mature on January 1, 2028. Holders of the PAG Notes also have the right to require us to repurchase all or part of their notes in the event of certain fundamental changes or events of default.
The PAG Notes bear an interest rate of 6% per annum and will mature on January 1, 2028. Holders of the PAG Notes also have the right to require us to repurchase all or part of their notes in the event of certain fundamental changes or events of default.
Share Subscription by Baidu In March 2022, we entered into subscription agreements with Baidu and a consortium of financial investors who agreed to subscribe for and purchase from us, through a private placement, a total of 164,705,882 newly issued Class B ordinary shares and 304,705,874 newly issued Class A ordinary shares of our company, for a total purchase price of US$285 million in cash.
The loan was repaid in full in March 2023. 118 Share Subscription by Baidu In March 2022, we entered into subscription agreements with Baidu and a consortium of financial investors who agreed to subscribe for and purchase from us, through a private placement, a total of 164,705,882 newly issued Class B ordinary shares and 304,705,874 newly issued Class A ordinary shares of our company, for a total purchase price of US$285 million in cash.
Form F-3 Registration Rights. Any of the Existing Initiating Holders, Series F Initiating Holders and Series G Initiating Holders may request us in writing to file an unlimited number of registration statements on Form F-3.
Form F-3 Registration Rights. Any of the Existing Initiating Holders, Series F Initiating Holders and Series G Initiating Holders may request in writing that we file an unlimited number of registration statements on Form F-3.
Transactions other than membership and advertising services revenue were insignificant for the years ended December 31, 2022, 2023 and 2024. We incurred cost of revenues for license fees in the amount of RMB8.2 million, RMB20.4 million and RMB35.6 million (US$4.9 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
Transactions other than membership and advertising services revenue were insignificant for the years ended December 31, 2023, 2024 and 2025. We incurred cost of revenues for license fees in the amount of RMB20.4 million, RMB35.6 million and RMB16.8 million (US$2.4 million) for the years ended December 31, 2023, 2024 and 2025, respectively.
Other related party transactions, including services provided by/to equity investees which we or Baidu has significant influence over in the ordinary course of business, were insignificant for each of the years presented. As of December 31, 2022, 2023 and 2024, we had RMB144.0 million, RMB424.2 million and RMB377.9 million (US$51.8 million), respectively, due from other related parties.
Other related party transactions, including services provided by/to equity investees which we or Baidu has significant influence over in the ordinary course of business, were insignificant for each of the years presented. As of December 31, 2023, 2024 and 2025, we had RMB424.2 million, RMB377.9 million and RMB375.2 million (US$53.6 million), respectively, due from other related parties.
The balance mainly represents amounts due from our equity investees for content distribution services or paid in advance by our company for licensed copyrights acquisition. As of December 31, 2022, 2023 and 2024, we had RMB1,043.5 million, RMB953.8 million and RMB1,113.4 million (US$152.5 million), respectively, due to other related parties.
The balance mainly represents amounts due from our equity investees for content distribution services or paid in advance by our company for licensed copyrights acquisition. As of December 31, 2023, 2024 and 2025, we had RMB953.8 million, RMB1,113.4 million and RMB1,295.1 million (US$185.2 million), respectively, due to other related parties.
Master Business Cooperation Agreement We have entered into a master business cooperation agreement with Baidu on January 19, 2018. 120 Under the master business cooperation agreement, we and Baidu agree to cooperate with each other in areas including but not limited to AI technology, smart devices/DuerOS (the dialog-type AI system and open platform developed by Baidu), cloud services, online advertising, internet traffic, data and content, and to treat each other as the most preferred strategic partner in our areas of cooperation.
Under the master business cooperation agreement, we and Baidu agreed to cooperate with each other in areas including but not limited to AI technology, smart devices/DuerOS (the dialog-type AI system and open platform developed by Baidu), cloud services, online advertising, internet traffic, data and content, and to treat each other as the most preferred strategic partner in our areas of cooperation.
In accordance with the subscription agreements, Baidu subscribed for Class B ordinary shares. Other Transactions with Baidu For the years ended December 31, 2022, 2023 and 2024, we generated membership services revenue of RMB54.4 million, RMB92.9 million and RMB90.8 million (US$12.4 million), respectively, and advertising services revenue of RMB55.7 million, RMB17.7 million and RMB7.5 million (US$1.0 million), respectively, from Baidu.
In accordance with the subscription agreements, Baidu subscribed for Class B ordinary shares. Other Transactions with Baidu For the years ended December 31, 2023, 2024 and 2025, we generated membership services revenue of RMB92.9 million, RMB90.8 million and RMB64.7 million (US$9.3 million), respectively, and advertising services revenue of RMB17.7 million, RMB7.5 million and RMB11.4 million (US$1.6 million), respectively, from Baidu.
The balance mainly represents amounts due from Baidu for advertising, membership and other services. As of December 31, 2022, 2023 and 2024, we had RMB1,879.1 million, RMB2,030.4 million and RMB2,134.8 million (US$292.5 million), respectively, due to Baidu. The related party balances mainly represented accrued expenses for bandwidth services and cloud services provided by Baidu.
The balance mainly represents amounts due from Baidu for advertising, membership and other services. As of December 31, 2023, 2024 and 2025, we had RMB2,030.4 million, RMB2,134.8 million and RMB2,410.4 million (US$344.7 million), respectively, due to Baidu. The related party balances mainly represented accrued expenses for bandwidth services and cloud services provided by Baidu.
We incurred selling, general and administrative expenses for advertising services provided by Baidu in the amount of RMB47.6 million, RMB116.1 million and RMB112.7 million (US$15.4 million) for the years ended December 31, 2022, 2023 and 2024, respectively. As of December 31, 2022, 2023 and 2024, we had RMB20.0 million, RMB4.4 million and RMB1.2 million (US$0.2 million), respectively, due from Baidu.
We incurred selling, general and administrative expenses for advertising services provided by Baidu in the amount of RMB116.1 million, RMB112.7 million and RMB85.0 million (US$12.2 million) for the years ended December 31, 2023, 2024 and 2025, respectively. As of December 31, 2023, 2024 and 2025, we had RMB4.4 million, RMB1.2 million and RMB13.5 million (US$1.9 million), respectively, due from Baidu.
For the years ended December 31, 2022, 2023 and 2024, we purchased content from equity investees in the amount of RMB1,513.7 million, RMB1,602.5 million and RMB1,745.7 million (US$239.2 million), respectively.
For the years ended December 31, 2023, 2024 and 2025, we purchased content from equity investees in the amount of RMB1,602.5 million, RMB1,745.7 million and RMB1,474.1 million (US$210.8 million), respectively.
We incurred cost of revenues for bandwidth services and cloud services in the amount of RMB653.0 million, RMB550.7 million and RMB575.3 million (US$78.8 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
We incurred cost of revenues for bandwidth services and cloud services in the amount of RMB550.7 million, RMB575.3 million and RMB506.2 million (US$72.4 million) for the years ended December 31, 2023, 2024 and 2025, respectively.
We entered into an interest-free loan agreement with Baidu with respect to such loan on January 19, 2018. The loan was repaid in full in March 2023.
We entered into an interest-free loan agreement with Baidu with respect to such loan on January 19, 2018.
As of December 31, 2022, 2023 and 2024, we had RMB700.0 million, RMB50.0 million and RMB50.0 million (US$6.9 million), respectively, in loans due to Baidu. As of December 31, 2022, the total outstanding balance represents an interest-free loan of RMB50.0 million that is due on demand, and an interest-free loan of RMB650.0 million provided by 121 Baidu in January 2018.
As of December 31, 2023, 2024 and 2025, we had RMB50.0 million, RMB50.0 million and RMB50.0 million (US$7.2 million), respectively, in loans due to Baidu. As of December 31, 2023, 2024 and 2025, the total outstanding balance represented an interest-free loan from Baidu of RMB50.0 million that was due on demand.
As of December 31, 2023 and 2024, we had RMB1,437.0 million and RMB3,854.9 million (US$528.1 million), respectively, due from PAGAC IV-4. Other Transactions with Related Parties For the years ended December 31, 2022, 2023 and 2024, we generated content distribution revenue of RMB190.4 million, RMB260.1 million and RMB231.8 million (US$31.8 million), respectively, from equity investees.
Other Transactions with Related Parties For the years ended December 31, 2023, 2024 and 2025, we generated content distribution revenue of RMB260.1 million, RMB231.8 million and RMB171.5 million (US$24.5 million), respectively, from equity investees.
Promptly after receiving such request, we shall give written notice of the proposed registration and within 20 days of such notice, we shall effect the registration of the securities on Form F-3. Expenses of Registration. We will bear all registration expenses, other than underwriting discounts and selling commissions incurred in connection with any demand, piggyback or F-3 registration.
Promptly after receiving such request, we shall give written notice of the proposed registration to all other holders of registrable securities and, within 20 days of such notice, we shall effect the registration of the securities on Form F-3. Expenses of Registration.
Whether any service is Baidu’s core business or is the same as or substantially similar to Baidu’s core business shall be determined by Baidu and us in a commercially reasonable manner. The master business cooperation agreement will expire on January 19, 2026, extendable for a term of eight years upon agreement by both parties.
Whether any service is Baidu’s core business or is the same as or substantially similar to Baidu’s core business shall be determined by Baidu and us in a commercially reasonable manner. We are negotiating the renewal of this agreement with Baidu.
In the event we are no longer controlled by Baidu, either we or Baidu may terminate this agreement. Loan Agreement Under the master business cooperation agreement, Baidu would provide us with a RMB650.0 million loan, which mature on the fifth anniversary of the grant date.
Nor has the expiration of the master business cooperation agreement had a material adverse effect on our business operations in general. Loan Agreement Under the master business cooperation agreement, Baidu agreed to provide us with a RMB650.0 million loan, which would mature on the fifth anniversary of the grant date.
Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation — Employment Agreements and Indemnification Agreements.” Share Award Grants See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
We will bear all registration expenses, other than underwriting discounts and selling commissions incurred in connection with any demand, piggyback or F-3 registration. 120 Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation — Employment Agreements and Indemnification Agreements.” Share Award Grants See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” C.
The RMB650.0 million interest-free loan was repaid in full in March 2023. As of December 31, 2023, and 2024, the total outstanding balance represented an interest-free loan of 50.0 million that was due on demand. PAG We issued an aggregate amount of US$550 million convertible senior notes due January 2028 to PAG.
As such, for the year ended December 31, 2025, we only consider our transactions with PAG up to December 3, 2025 to be related party transactions. In 2022 and 2023, we issued an aggregate amount of US$550 million convertible senior notes due January 2028 to PAG. The PAG Notes are secured by certain collateral arrangements.
Added
Master Business Cooperation Agreement We have entered into a master business cooperation agreement with Baidu on January 19, 2018 which expired on January 19, 2026.
Added
As of the date of this annual report, the expiration of the master business cooperation agreement has not had a material adverse effect on our cooperations with Baidu, which have continued pursuant to more specific agreements between Baidu and us in the relevant areas and/or established practices.
Added
PAG Pursuant to an investment agreement dated August 30, 2022, as amended, between us and PAG, PAG had the right to appoint, remove and replace one director, who should be elected as a non-voting member of the audit committee and a voting member of the compensation committee of the board of directors, subject to certain conditions.
Added
Pursuant to the agreement, the co-founder and executive chairman of PAG was appointed as one of our directors and PAG was considered a related party. On December 3, 2025, PAG fully waived their right to appoint, remove and replace one director.
Added
For each drawdown under these facilities, PAG releases an equivalent amount of restricted cash collateralized by us under the PAG Notes.
Added
In connection with this loan facility, PAG released all remaining collateral secured by our Company under the PAG Notes, and pledged to iQIYI HK all the PAG Notes it held. As of December 31, 2024, we had RMB3,854.9 million due from PAGAC IV-4.