Business Context and Reporting Period
This Form 6-K filing by iQIYI, Inc. is dated March 22, 2023. The report serves as a supplemental submission pursuant to Item 16I(a) of Form 20-F, addressing requirements under the Holding Foreign Companies Accountable Act (HFCAA). The filing focuses on the Company's status as a Commission-Identified Issuer and provides an update on significant shareholders and potential government control.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This document is strictly a regulatory disclosure regarding corporate governance and shareholder structure.
Material Changes and Shareholder Structure
As of February 28, 2023, the Company identified three shareholders beneficially owning 5% or more of its total outstanding ordinary shares:
- Baidu, Inc.: Beneficially owned 45.5% of total issued and outstanding ordinary shares and 89.3% of total voting power. Baidu is not owned or controlled by a mainland Chinese governmental entity.
- PAG: Beneficially owned 18.7% of total issued and outstanding ordinary shares on an as-converted basis (via convertible senior notes due January 2028). PAG is not owned or controlled by a mainland Chinese governmental entity.
- Best Ventures Limited: Beneficially owned 9.4% of total issued and outstanding ordinary shares. It is controlled by Xiaomi Corporation, which is not owned or controlled by a mainland Chinese governmental entity.
The Company stated it is not aware of any mainland Chinese governmental entity possessing the power to direct its management or policies.
HFCAA Status and Regulatory Context
iQIYI was conclusively identified by the SEC as a Commission-Identified Issuer under the HFCAA on April 21, 2022, due to its 2021 audit report being issued by Ernst & Young Hua Ming LLP, a firm headquartered in mainland China. The filing notes that the Public Company Accounting Oversight Board (PCAOB) vacated its previous determination regarding the inability to inspect firms in mainland China in December 2022.
Investor Verification Checklist
- Verify the current PCAOB inspection status of Ernst & Young Hua Ming LLP to assess ongoing HFCAA compliance risks.
- Confirm the latest beneficial ownership percentages of Baidu, Inc., PAG, and Best Ventures Limited via recent Schedule 13G/13D filings.
- Review the Company's most recent Form 20-F for actual financial performance metrics (revenue, profit, cash flow) as this 6-K does not contain them.
- Monitor for any future changes in the control structure of the major shareholders, specifically regarding potential indirect government influence.