《爱奇艺 iQIYI, Inc.（IQ）2024年20-F年度报告「NASDAQ」（英文版）（421页）.pdf》由会员分享，可在线阅读，更多相关《爱奇艺 iQIYI, Inc.（IQ）2024年20-F年度报告「NASDAQ」（英文版）（421页）.pdf（421页珍藏版）》请在三个皮匠报告上搜索。

1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR(g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December

2、 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report_For the transition period from_ to _Commission file number:

3、001-38431iQIYI,Inc.(Exact name of Registrant as specified in its charter)N/A(Translation of Registrants name into English)Cayman Islands(Jurisdiction of incorporation or organization)4/F,iQIYI Youth Center,Yoolee PlazaNo.21,North Road of Workers Stadium,Chaoyang DistrictBeijing 100027,Peoples Republ

4、ic of China(Address of principal executive offices)Jun Wang,Chief Financial OfficerE-mail:4/F,iQIYI Youth Center,Yoolee PlazaNo.21,North Road of Workers Stadium,Chaoyang District Beijing 100027,Peoples Republic of ChinaTelephone:+86 10-6267-7171(Name,Telephone,E-mail and/or Facsimile number and Addr

5、ess of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act.Title of each class Trading Symbol(s)Name of each exchange on which registeredAmerican Depositary Shares(eachrepresenting seven Class A ordinary shares,par value US$0.00001 per share)IQ The Na

6、sdaq Stock Market LLC(The Nasdaq Global Select Market)Class A ordinary shares,par value US$0.00001 per share*The Nasdaq Stock Market LLC(The Nasdaq Global Select Market)(1)*Not for trading,but only in connection with the listing on The Nasdaq Global Select Market of our American depositary shares,ea

7、ch representing seven Class A ordinary shares.Securities registered or to be registered pursuant to Section 12(g)of the Act.None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d)of the Act.None(Title of Class)Indicate the number of outstanding shares of ea

8、ch of the issuers classes of capital or common stock as of the close of the period covered by the annual report.As of December 31,2024,there were 6,739,891,165 ordinary shares outstanding,being the sum of 3,698,793,887 Class A ordinary shares(excluding 155,790,793 Class A ordinary shares issued to o

9、ur 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.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securitie

10、s Act.Yes No If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes NoNote Checking the box above will not relieve any registrant required to file reports purs

11、uant to Section 13 or 15(d)of the Securities Exchange Act of 1934 from their obligations under those Sections.Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for

12、such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 40

13、5 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging gr

14、owth company.See definition of“large accelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in ac

15、cordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.The term“new or revised financial accounting standard”refer

16、s to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial

17、 reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant includ

18、ed in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during

19、the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Standards as issued by theInternational Accounting Standards Board Oth

20、er If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exc

21、hange Act).Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distrib

22、ution of securities under a plan confirmed by a court.Yes No TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION2PART I.3 ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS3 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3 ITEM 3.KEY INFORMATION3 ITEM 4.INFORMATION ON THE COMPANY64 IT

23、EM 4A.UNRESOLVED STAFF COMMENTS95 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS95 ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES110 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS120 ITEM 8.FINANCIAL INFORMATION123 ITEM 9.THE OFFER AND LISTING125 ITEM 10.ADDITIONAL INFORMATION125 IT

24、EM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK138 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES138PART II.140 ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES140 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS140 ITEM 15.C

25、ONTROLS AND PROCEDURES140 ITEM 16.RESERVED141 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT141 ITEM 16B.CODE OF ETHICS141 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES141 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES141 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AF

26、FILIATED PURCHASERS141 ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT142 ITEM 16G.CORPORATE GOVERNANCE142 ITEM 16H.MINE SAFETY DISCLOSURE142 ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS142 ITEM 16J.INSIDER TRADING POLICIES142 ITEM 16K.CYBERSECURITY143PART III144

27、 ITEM 17.FINANCIAL STATEMENTS144 ITEM 18.FINANCIAL STATEMENTS144 ITEM 19.EXHIBITS144SIGNATURES151 1INTRODUCTIONUnless otherwise indicated and except where the context otherwise requires,references in this annual report to:“ADSs”refer to our American depositary shares,each of which represents seven C

28、lass A ordinary shares;“Baidu”refer to Baidu,Inc.,our parent company and controlling shareholder;“bullet chat,”known as Danmu in Chinese,refer to a form of video commentary used on online videos,which is comment that appears directly on the video in real-time;“China”or the“PRC”refer to the Peoples R

29、epublic of China,including Hong Kong,Macau and Taiwan,and“mainland China”refer to the Peoples Republic of China,excluding Hong Kong,Macau and Taiwan;“RMB”and“Renminbi”refer to the legal currency of mainland China;“shares”or“ordinary shares”refer to our Class A and Class B ordinary shares,par value$0

30、.00001 per share;“U.S.GAAP”refer to generally accepted accounting principles in the United States;“US$,”“U.S.dollars,”“$,”and“dollars”refer to the legal currency of the United States;“video views”refer to the number of times a video is launched on our platform,regardless of time spent viewing the vi

31、deo;and“we,”“us,”“our company”and“our”refer to iQIYI,Inc.,a Cayman Islands company,and its subsidiaries,and,in the context of describing our operations and combined and consolidated financial information,the variable interest entities(as defined below);“VIEs”or“variable interest entities”refer to Be

32、ijing iQIYI Science&Technology Co.,Ltd.,Shanghai iQIYI Culture Media Co.,Ltd.,Shanghai Zhong Yuan Network Co.,Ltd.,iQIYI Pictures(Beijing)Co.,Ltd.,Beijing iQIYI Intelligent Entertainment Technology Co.,Ltd.,and Beijing iQIYI Yinhua Media Co.,Ltd.All of the variable interest entities are domestic com

33、panies incorporated in mainland China in which we do not have any equity ownership but whose financial results have been consolidated into our consolidated financial statements based solely on contractual arrangements in accordance with U.S.GAAP.See“Item 4.Information on the CompanyC.Organizational

34、Structure”for an illustrative diagram of our corporate structure.We present our financial results in RMB.We make no representation that any RMB or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or RMB,as the case may be,at any particular rate,or at all.The mainland China g

35、overnment imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade.This annual report contains translations of certain foreign currency amounts into U.S.dollars for the convenience of

36、 the reader.Unless otherwise stated,all translations of Renminbi into U.S.dollars were made at the rate at RMB7.2993 to US$1.00,the exchange rate as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System in effect as of December 31,2024.2FORWARD-LOOKING INF

37、ORMATIONThis annual report contains forward-looking statements that involve risks and uncertainties.These statements involve known and unknown risks,uncertainties and other factors that may cause our actual results,performance or achievements to be materially different from those expressed or implie

38、d by the forward-looking statements.These statements are made under the“safe harbor”provisions of the U.S.Private Securities Litigations Reform Act of 1995.You can identify these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,

39、”“believe,”“likely to”or other similar expressions.We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition,results of operations,business strategy and financial need

40、s.These forward-looking statements include,but are not limited to,statements about:our goals and strategies;our ability to retain and increase the number of users,members and advertising customers,and expand our service offerings;our future business development,financial condition and results of ope

41、rations;expected changes in our revenues,costs or expenditures;competition in our industry;government policies and regulations relating to our industry;general economic and business conditions globally and in mainland China;andassumptions underlying or related to any of the foregoing.You should read

42、 this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect.Other sections of this annual report discuss factors whic

43、h could adversely impact our business and financial performance.Moreover,we operate in an evolving environment.New risk factors emerge from time to time and it is not possible for our management to predict all risk factors,nor can we assess the impact of all factors on our business or the extent to

44、which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements.We qualify all of our forward-looking statements by these cautionary statements.You should not rely upon forward-looking statements as predictions of future

45、 events.The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report.Except as required by law,we undertake no obligation to update or revise publicly any forward-looking statements,whether as a r

46、esult of new information,future events or otherwise,after the date on which the statements are made or to reflect the occurrence of unanticipated events.3PART I.ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS Not applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.IT

47、EM 3.KEY INFORMATIONOur Holding Company Structure and Contractual Arrangements with the Variable Interest Entities iQIYI,Inc.is not a Chinese operating company,but rather a Cayman Islands holding company with no equity ownership in the variable interest entities.Our Cayman Islands holding company do

48、es not conduct business operations directly.We conduct our operations in mainland China through(i)our mainland China subsidiaries,which primarily include Beijing QIYI Century Science and Technology Co.,Ltd.,or Beijing QIYI Century,and Beijing iQIYI Interactive Technology Co.,Ltd.,and(ii)the variable

49、 interest entities with which we have maintained contractual arrangements,namely Beijing iQIYI Science&Technology Co.,Ltd.,or Beijing iQIYI,Shanghai iQIYI Culture Media Co.,Ltd.,or Shanghai iQIYI,Shanghai Zhong Yuan Network Co.,Ltd.,or Shanghai Zhong Yuan,iQIYI Pictures(Beijing)Co.,Ltd.,or iQIYI Pic

50、tures,Beijing iQIYI Intelligent Entertainment Technology Co.,Ltd.,or Intelligent Entertainment,and Beijing iQIYI Yinhua Media Co.,Ltd.,or iQIYI Yinhua,and their subsidiaries in mainland China.The series of contractual agreements which we maintained with the variable interest entities,including loan

51、agreement,share pledge agreement,exclusive purchase option agreement,business operation agreement,business cooperation agreement,commitment letter,shareholder voting rights trust agreement,exclusive technology consulting and services agreement,trademark license agreement,software usage license agree

52、ment,power of attorney and spousal consent letter,have been entered into by and among our subsidiaries,the variable interest entities and their respective shareholders.These contractual arrangements were entered by and among(i)Beijing iQIYI,Shanghai iQIYI and Shanghai Zhong Yuan,respectively,and the

53、ir respective shareholders,with Beijing QIYI Century and iQIYI,Inc.;(ii)iQIYI Pictures and Intelligent Entertainment,respectively,and their respective shareholders,with Beijing iQIYI New Media Science and Technology Co.,Ltd.and iQIYI,Inc;and(iii)iQIYI Yinhua and its shareholders,with Beijing iQIYI O

54、ptical Era Technology Co.,Ltd.,or Optical Era,and iQIYI,Inc.The contractual arrangements may not be as effective as direct equity ownership in the variable interest entities,and the government authorities may challenge the enforceability of these contractual arrangements.PRC laws and regulations imp

55、ose certain restrictions or prohibitions on foreign ownership of companies that engage in certain value-added telecommunication services,internet audio-video program services,production and operation of radio and television programs,and certain other businesses.Accordingly,we operate these businesse

56、s in mainland China through the variable interest entities and their subsidiaries,and 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.The variable

57、 interest entities are consolidated for accounting purposes but are not entities in which our Cayman Islands holding company or our investors hold equity.Revenues contributed by the variable interest entities accounted for 92%,92%and 93%of our total revenues for the years ended December 31,2022,2023

58、 and 2024,respectively.As used in this annual report,“we,”“us,”“our company,”“our,”or“iQIYI”refers to iQIYI,Inc.,its subsidiaries,and,in the context of describing our operations and consolidated financial information,the variable interest entities in mainland China,namely Beijing iQIYI,Shanghai iQIY

59、I,Shanghai Zhong Yuan,iQIYI Pictures,Intelligent Entertainment and iQIYI Yinhua,and their subsidiaries.Investors in our ADSs are not purchasing equity interest in the variable interest entities in mainland China,but instead are purchasing equity interest in iQIYI,Inc.,a holding company incorporated

60、in the Cayman Islands.The following is a summary of the currently effective contractual arrangements among Beijing QIYI Century,Beijing iQIYI,Beijing iQIYIs shareholder and iQIYI,Inc.:(i)a loan agreement,pursuant to which,our wholly-owned mainland China subsidiary,Beijing QIYI Century,made loans to

61、the shareholder of Beijing iQIYI for the acquisition and capitalization of Beijing iQIYI,with the condition that such shareholder can only repay the loans by the sale of all the equity interest in Beijing iQIYI owned by such shareholder to iQIYI,Inc.insofar as permitted under PRC law and pay all of

62、the proceeds from sale of such equity interests to iQIYI,Inc.(ii)a share pledge agreement,pursuant to which,the shareholder of Beijing iQIYI pledged all equity interest in Beijing iQIYI owned by such shareholder to Beijing QIYI Century to guarantee the shareholders and Beijing iQIYIs performance of

63、obligations under the exclusive technology consulting and services agreement and the loan agreement,and the shareholder agreed not to dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests during the term of the share pledge agreement.4(iii)an excl

64、usive purchase option agreement,pursuant to which,the shareholder of Beijing iQIYI irrevocably granted iQIYI,Inc.or its designee an exclusive option to purchase at its discretion,to the extent permitted under PRC law,all or part of the shareholders equity interests in Beijing iQIYI.(iv)a business op

65、eration agreement,pursuant to which,Beijing QIYI Century agreed to provide Beijing iQIYI with performance guarantees with respect to any contracts,agreements and transactions Beijing iQIYI entered into in connection with its business,and Beijing iQIYI agreed to offer all its account receivables and

66、assets as collateral.(v)a business cooperation agreement,pursuant to which,Beijing iQIYI agreed to provide Beijing QIYI Century with services,including internet information services,online advertising and other services reasonably necessary within the scope of Beijing QIYI Centurys business,and Beij

67、ing QIYI Century agreed to pay specified service fees to Beijing iQIYI as consideration for such services.Beijing iQIYI has the right to waive the service fees.(vi)a commitment letter,pursuant to which,under the condition that Beijing iQIYI remains as an entity of which the financial statements are

68、consolidated by iQIYI,Inc.and Beijing QIYI Century under U.S.GAAP and the contractual arrangements remain in effect,iQIYI,Inc.and Beijing QIYI Century undertake to provide financial support to Beijing iQIYI for any financial loss that might affect its business operation occurred before and after the

69、 execution of the commitment letter as permitted by law.(vii)a shareholder voting rights trust agreement,pursuant to which,the shareholder of Beijing iQIYI agreed to irrevocably entrust a person designated by Beijing QIYI Century to represent the shareholder to exercise all the voting rights and oth

70、er shareholders rights to which such shareholder is entitled.(viii)an exclusive technology consulting and services agreement,pursuant to which,Beijing QIYI Century has the sole and exclusive right to provide specified technology consulting and services to Beijing iQIYI,and Beijing iQIYI agreed to ac

71、cept such services and pay specified service fees to Beijing QIYI Century.Beijing iQIYI also agreed not to accept the same or similar technology consulting and services provided by any third-party during the term of the agreement without the prior written consent of Beijing QIYI Century.(ix)a tradem

72、ark license agreement,pursuant to which,Beijing QIYI Century exclusively granted Beijing iQIYI trademark licenses to use the trademarks held by Beijing QIYI Century in specified areas for specified usage fees.(x)a software usage license agreement,pursuant to which,Beijing QIYI Century granted Beijin

73、g iQIYI non-exclusive rights to use specified software in mainland China,and Beijing iQIYI agreed to pay specified usage fees to Beijing QIYI Century and not to sublicense such software usage rights.(xi)a power of attorney,whereby Beijing QIYI Century granted iQIYI,Inc.an irrevocable power of attorn

74、ey under the shareholder voting rights trust agreement,and as such,iQIYI,Inc.may exercise all shareholder rights during the term of the shareholder voting rights trust agreement and may transfer such rights to a designated third-party without written notice to Beijing QIYI Century.(xii)a spousal con

75、sent letter,whereby the signing spouse committed not to impose any adverse assertions upon the validity of the agreements described above based on the existence or termination of the marital relationship with the shareholder,or exert any impediment or adverse influence over the shareholders performa

76、nce of any contractual arrangement or claim rights on Beijing iQIYI.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

77、,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.For more details of these contractual arrangements,see“Item 4.Inform

78、ation on the CompanyC.Organizational StructureContractual Arrangements with the Variable Interest Entities and Their Respective Shareholders.”Terms contained in each set of contractual arrangements with the variable interest entities and their respective shareholders are substantially similar.Despit

79、e the lack of equity ownership,our Cayman Island holding company,iQIYI,Inc.,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 Accounting Standards Codification,or A

80、SC,topic 810,Consolidation.Accordingly,we treat the variable interest entities as our consolidated entities under U.S.GAAP and we consolidate the financial results of the variable interest entities in our consolidated financial statements in accordance with U.S.GAAP.Neither iQIYI,Inc.nor its investo

81、rs have an equity ownership in,direct foreign investment in,or control through such ownership or investment of,the variable interest entities,and the contractual arrangements are not equivalent to an equity ownership in the business of the variable interest entities.5However,the contractual arrangem

82、ents may not be as effective as direct ownership in providing us with control over the variable interest entities and we may incur substantial costs to enforce the terms of the arrangements.All of these contractual arrangements are governed by and interpreted in accordance with PRC law,and disputes

83、arising from these contractual arrangements will be resolved through arbitration in mainland China.There remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary.These uncertainties could limit our ability to enforce these contractual arrang

84、ements.As such,the variable interest entity structure involves unique risks to investors of our Cayman Islands holding company.In addition,the legality and enforceability of the contractual agreements among our mainland China subsidiaries,the variable interest entities,and their nominee shareholders

85、,as a whole,have not been tested in a court of law in mainland China.In the event we are unable to enforce these contractual arrangements,or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements,we may not be able to direct activities that most

86、significantly affect the economic performance of the variable interest entities,and our ability to conduct our business may be materially adversely affected.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureWe rely on contractual arrangements with the variable interest

87、entities and their shareholders for our business operations,which may not be as effective as direct ownership in providing operational control”and“The shareholders of the variable interest entities may have potential conflicts of interest with us,which may materially and adversely affect our busines

88、s and financial condition.”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.Infor

89、mation on the CompanyC.Organizational StructureContractual 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 th

90、e equity interests in Shanghai iQIYI.(2)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.6(3)Dr.Yu Gong holds 100%of the equity interests in Shang

91、hai Zhong Yuan.(4)Dr.Yu Gong and Mr.Xianghua Yang,our senior vice president,each holds 50%and 50%of the equity interests in Intelligent Entertainment.(5)Dr.Yu Gong and Mr.Ning Ya,president of iQIYI Pictures,each holds 50%and 50%of the equity interests in iQIYI Pictures.(6)Dr.Yu Gong and Mr.Xiaohui W

92、ang,our chief content officer,each holds 50%and 50%of the equity interests in iQIYI Yinhua.There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws,regulations and rules regarding the status of the rights of our Cayman Islands holding compa

93、ny with respect to its contractual arrangements with the variable interest entities and their nominee shareholders.Though the Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment,the definition of“foreign investment”thereunder is relatively wid

94、e and contains a catch-all provision which includes investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council.Therefore,there is no assurance that foreign investment via contractual arrangement would not be i

95、nterpreted as a type of indirect foreign investment activities in the future.If any of the variable interest entities were deemed as a foreign-invested enterprise under any such future laws,administrative regulations or provisions,we may be subject to restrictions,ratification requirements and may n

96、eed to take further actions to comply with such future laws,administrative regulations or provisions.Such actions may have a material and adverse impact on our business,financial condition,result of operations and prospects.In addition,it is uncertain whether any new PRC laws or regulations relating

97、 to variable interest entity structures will be adopted or if adopted,what they would provide.If we or any of the variable interest entities is found to be in violation of any existing or future PRC laws or regulations,or fail to obtain or maintain any of the required permits or approvals,the PRC re

98、gulatory authorities would have broad discretion in accordance with the applicable laws and regulations to take action in dealing with such violations or failures.If the PRC government deems that our contractual arrangements with the variable interest entities do not comply with PRC regulatory restr

99、ictions on foreign investment in the relevant industries,or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future,we could be subject to severe penalties or be forced to relinquish our interests in those operations.Our Cayman Islands h

100、olding company,our mainland China subsidiaries and 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,consequent

101、ly,significantly affect the financial performance of the variable interest entities and our company as a whole.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureIf the PRC government finds that the agreements that establish the structure for operating certain of our ope

102、rations 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 int

103、erpretation 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.”

104、We face various risks and uncertainties related to doing business in mainland China.Our business operations are primarily conducted in mainland China,and we are subject to complex and evolving PRC laws and regulations.For example,we face risks associated with regulatory approvals on offshore offerin

105、gs,anti-monopoly regulatory actions,and oversight on cybersecurity and data privacy,which may impact our ability to conduct certain businesses,accept foreign investments or financing,or list on a United States or other foreign exchange.For a detailed description of risks related to doing business in

106、 mainland China,see“Item 3.D.Key InformationRisk FactorsRisks 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

107、audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years.On December 16,2021,the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered p

108、ublic accounting firms headquartered in mainland China and Hong Kong,including our auditor.In April 2022,the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31,2021,which included a

109、n audit report issued by Ernst&Young Hua Ming LLP,a registered public accounting firm headquartered in mainland China.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unab

110、le to inspect or investigate completely registered public accounting firms.As of the date of this annual report,the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction.For this reason,w

111、e do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If PCAOB determi

112、nes 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 continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC,we

113、would be identified as a 7Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified for two conse

114、cutive years,we would become subject to the prohibition on trading under the HFCAA.The delisting or prohibition of trading of our ADSs,or the threat of their being delisted or prohibition from trading,may materially and adversely affect the value of your investment.Furthermore,whether the PCAOB will

115、 continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and our auditors,control,including positions taken by a

116、uthorities of the PRC or any other foreign jurisdiction.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 ma

117、inland 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.Additionally,the inability of the PC

118、AOB to conduct inspections in the past has deprived our investors with the benefits of such inspections.These risks could result in a material adverse change in our operations and the value of our ADSs or significantly limit or completely hinder our ability to offer or continue to offer securities t

119、o investors,and cause the value of such securities to significantly decline or become worthless.See“Item 3.Key InformationD.Risk Factors Risks Related to Doing Business in Mainland ChinaThe PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our fi

120、nancial 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 inv

121、estigate completely auditors located in China.The delisting or prohibition of trading of our ADSs,or the threat of their being delisted or prohibited from trading,may materially and adversely affect the value of your investment.”PRC governments significant authority in regulating our operations and

122、its oversight and control over offerings conducted overseas by,and foreign investment in,China-based issuers could result in a material adverse change in our operations and the value of our ADS or significantly limit or completely hinder our ability to offer or continue to offer securities to invest

123、ors and cause the value of such securities to significantly decline or become worthless.Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or become worthless.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Relate

124、d to Doing Business in Mainland ChinaThe PRC governments significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.”Risks and uncertainties arising from the legal system in mainland China,including risks and uncertainties

125、regarding the enforcement of laws and quickly evolving rules and regulations in mainland China,could result in a material adverse change in our operations and the value of our ADSs.There is no assurance that the mainland China government will not intervene in or impose restrictions on the ability of

126、 iQIYI,Inc.,its subsidiaries,and the variable interest entities to transfer cash or assets.To the extent cash or assets in the business is in mainland China or a mainland China entity,the funds or assets may not be available to fund operations or for other use outside of mainland China due to interv

127、entions in or the imposition of restrictions and limitations on the ability of iQIYI,Inc.,its subsidiaries,or the variable interest entities by the mainland China government to transfer cash or assets.As of the date of this annual report,there is no equivalent or similar restriction or limitation in

128、 Hong Kong on cash or assets transfers in,or out of,our Hong Kong entities.However,if 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

129、 or for other use outside of Hong Kong.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaUncertainties with respect to the legal systems in the jurisdictions where we operate could adversely affect us.”Cash Flows through Our Organization iQIYI,

130、Inc.is a holding company with no material operations of its own.We conduct our operations primarily through our mainland China subsidiaries,the variable interest entities and their subsidiaries in mainland China.As a result,iQIYI,Inc.s ability to pay dividends to the shareholders and investors of th

131、e ADSs depends upon dividends paid by our mainland China subsidiaries.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.In addition,current PRC regul

132、ations permit our mainland China subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards and regulations.Furthermore,each of our mainland China subsidiaries and the variable interest entities i

133、s required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve until such reserve reaches 50%of its registered capital.Each of such entities in mainland China is also required to further set aside a portion of its after-tax profits to fund the employee welf

134、are fund,although the amount to be set aside,if any,is determined at the discretion of its board of directors.These reserves are not distributable as cash dividends.For more details,see“Item 5.Operating and Financial Review and ProspectsB.Liquidity and Capital ResourcesHolding Company Structure.”Our

135、 subsidiaries ability to distribute dividends is based upon their distributable earnings.8We have in place a centralized cash management policy and established stringent controls and procedures for cash flows within our organization.Under our cash management policy,cash is managed by the centralized

136、 treasury department of our company,and each transfer of cash between our Cayman Islands holding company and a subsidiary,the variable interest entities or the subsidiaries of the variable interest entities is subject to internal approval.All such transfers are reviewed and approved by the authoriti

137、es where required,including the State Administration of Foreign Exchange,or SAFE.We only allow the treasury department personnel to have access to our funds,and we also segregate duties between personnel involved in funds management.The cash management policy is not contractual in nature.The control

138、s and procedures on cash transfers in the policy adhere to regulatory requirements.In addition,our board of directors has complete discretion on whether to distribute dividends to the shareholders.Even if our board of directors decides to pay dividends,the form,frequency and amount will depend upon

139、our future operations and earnings,capital requirements and surplus,general financial condition,contractual restrictions and other factors that the board of directors may deem relevant.If we pay any dividends,we will pay our ADS holders to the same extent as holders of our Class A ordinary shares,su

140、bject to the terms of the deposit agreement,including the fees and expenses payable thereunder.See“Item 8.Financial InformationA.Consolidated Statements and Other Financial InformationDividend Policy.”The cash inflows of the Cayman Islands holding company were primarily generated from the proceeds w

141、e received from our public offerings of ordinary shares,our offerings of convertible senior notes and other financing activities.For the years ended December 31,2022,2023 and 2024,the Cayman Islands holding company provided capital contributions of RMB2,314.5 million,RMB235.0 million and nil,respect

142、ively,to our subsidiaries.For each of the years ended December 31,2022,2023 and 2024,the Cayman Islands holding company provided loans to our subsidiaries,namely iQIYI HK Limited,iQIYI Media Limited,iQIYI Film Group HK Limited,and iQIYI International Singapore Pte,Ltd.,the amounts of which was RMB3,

143、577.6 million,RMB4,955.8 million and RMB17,406.6 million(US$2,384.7 million),respectively,and received repayments of RMB3,398.5 million,RMB5,428.8 million and RMB20,791.1 million(US$2,848.4 million),respectively,during the same period from such subsidiaries.No withholding tax was applicable on such

144、repayments.For the years ended December 31,2022,2023 and 2024,the variable interest entities did not receive any loans from or repay any loans to the Cayman Islands holding company.For the years ended December 31,2022,2023 and 2024,our subsidiaries paid dividends of nil,nil and RMB186.2 million(US$2

145、5.5 million)to the holding company.For the years ended December 31,2022,2023 and 2024,no assets other than above cash transactions were transferred between the Cayman Islands holding company and a subsidiary,a variable interest entity or its subsidiary,and no dividends or distributions were paid or

146、made to U.S.investors.For the years ended December 31,2022,2023 and 2024,our subsidiaries provided capital contributions of nil,nil and RMB100.0 million(US$13.7 million),respectively,to the variable interest entities.For the years ended December 31,2022,2023 and 2024,no assets were transferred betwe

147、en our subsidiaries and the variable interest entities.We currently intend to retain most,if not all,of our available funds and any future earnings to operate and expand our business.See“Item 8.Financial InformationA.Consolidated Statements and Other Financial InformationDividend Policy.”However,if

148、our mainland China subsidiaries declare and distribute profits to us,such payments will be subject to withholding tax,which will increase our tax liability and reduce the amount of cash available to our company.For example,iQIYI Film Group HK Limited,which directly owns our mainland China subsidiary

149、,Beijing iQIYI New Media Science and Technology Co.,Ltd.,is incorporated in Hong Kong.For the potential distributable profits to be distributed to iQIYI Film Group HK Limited,the deferred tax liabilities will be accrued at a 10%withholding tax rate.However,if iQIYI Film Group HK Limited is considere

150、d to be the beneficial owner of the dividends paid to it by iQIYI New Media under the tax circulars promulgated in February and October 2009,such dividends would be subject to withholding tax at a rate of 5%.For more information on related risks,please see“Item 3.Key InformationD.Risk FactorsRisks R

151、elated to Doing Business in Mainland ChinaWe 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

152、 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.Additional InformationE.Taxation.”For details of the financial posi

153、tion,cash flows and results of operations of the variable interest entities,see“Item 3.Key InformationFinancial Information Related to the Variable Interest Entities.”We plan to continue to determine the amount of service fee and payment method with the variable interest entities and their sharehold

154、ers based on the working capital needs of the variable interest entities,and settle fees under the contractual arrangements with the variable interest entities when required in the future.In addition,our mainland China subsidiaries,the variable interest entities and their subsidiaries generate their

155、 revenue primarily in Renminbi,which is not freely convertible into other currencies.Under PRC laws and regulations,our mainland China subsidiaries and the variable interest entities are subject to certain restrictions with respect to paying dividends or make distributions to shareholders of our sec

156、urities,or otherwise transferring any of their net assets to us.Remittance of dividends by a wholly foreign-owned enterprise out of mainland China is also subject to examination by the banks designated by SAFE.The amounts restricted include the paid-in capital of our mainland China subsidiaries and

157、the net assets of the variable interest entities in which we have no legal ownership.Furthermore,cash transfers from our mainland China subsidiaries and the variable interest entities to entities outside of mainland China are subject to PRC government controls on currency conversion.To the extent ca

158、sh in our business is in mainland China or a mainland China entity,such cash may not be available to fund operations or for other use outside of the PRC due to restrictions and limitations imposed by the governmental authorities on the ability of us,our subsidiaries,or the variable interest entities

159、 to transfer cash outside of the PRC.Shortages in the availability of foreign currency may temporarily delay the ability of our mainland China subsidiaries and the 9variable interest entities to remit sufficient foreign currency to pay dividends or make distributions to shareholder of our securities

160、,or other payments to us,or otherwise satisfy their foreign currency denominated obligations.In view of the foregoing,to the extent cash in our business is held in mainland China or by a mainland China entity,such cash may not be available to fund operations or for other use outside of the PRC.As a

161、result,any restriction on currency exchange may limit the ability of our mainland China subsidiaries to pay dividends to us.For more details,see“Item 3.Key InformationD.Risk FactorsSummary of Risk FactorsRisks Related to Doing Business in Mainland ChinaOur mainland China subsidiaries and the variabl

162、e interest entities are subject to certain restrictions with respect to paying dividends or make distributions to shareholders of our securities,or otherwise transferring any of their net assets to us,”“We may rely on dividends and other distributions on equity paid by our mainland China subsidiarie

163、s 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,”“Any funds we transfer to our main

164、land China subsidiaries are subject to approval by or registration or filing with governmental authorities in mainland China”and“We are subject to PRC laws and regulations governing loans to and direct investment in mainland China entities by offshore holding companies and currency conversion,which

165、may delay or prevent us to make loans to or make additional capital contributions to our mainland China subsidiaries and the variable interest entities,which could materially and adversely affect our liquidity and our ability to fund and expand our business.”Permissions Required from the PRC Authori

166、ties for Our OperationsWe conduct our business primarily through our subsidiaries and the variable interest entities in mainland China.Our operations in mainland China are governed by PRC laws and regulations.As advised by our PRC legal counsel,Jingtian&Gongcheng,as of the date of this annual report

167、,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 Chin

168、a,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 Publishin

169、g License,the Publication Trade License and the Food Trade License.Our mainland China subsidiaries,the variable interest entities and their subsidiaries have not been denied for any requisite permission or approval from any PRC government authority with respect to the operation of their respective b

170、usiness.As advised by our PRC legal counsel,as of the date of this annual report,under current PRC laws,regulations and rules,except as disclosed in“Item 3.Key InformationD.Risk FactorsRisks Related to Our Business and IndustryAny lack of requisite permits for any of our internet video and other con

171、tent or any of our business may expose us to regulatory sanctions,”we,our mainland China subsidiaries,the variable interest entities and their subsidiaries are not required to obtain additional permission or approval from other PRC government authorities with respect to the operation of our business

172、.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 Securit

173、ies 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.However,given the uncertainties of interpretation and implementation of the laws and regulations and enforcement practice by the

174、 government authorities,we may be required to obtain additional licenses,permits,filings or approvals for the functions and services of our platform in the future,and may not be able to maintain or renew our current licenses,permits,filings or approvals.If we,our mainland China subsidiaries,variable

175、 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 interpret

176、ations 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.Any such circumstance could subject us

177、to penalties,including fines,suspension of business and revocation of required licenses,significantly limit or completely hinder our ability to continue to offer securities to investors,and cause the value of such securities to significantly decline or be worthless.For more detailed information,see“

178、Item 3.Key InformationD.Risk FactorsRisks Related to Our Business and IndustryAny lack of requisite permits for any of our internet video and other content or any of our business may expose us to regulatory sanctions.”Permissions Required from the PRC Authorities for Overseas Financing ActivitiesUnd

179、er current PRC laws,regulations and regulatory rules,we,our mainland China subsidiaries,the variable interest entities and their subsidiaries may be required to obtain permissions from the CSRC,and may be required to go through cybersecurity review by the CAC,in connection with any future offering a

180、nd listing in an overseas market.As of the date of this annual report,we have not been subject to any cybersecurity review made by the CAC.10On February 17,2023,the CSRC published the Interim Administrative Measures on Overseas Securities Offering and Listing by the Domestic Enterprises,or the Overs

181、eas Listing Measures,which took effect on March 31,2023.Under the Overseas Listing Measures,a filing-based regulatory system is 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

182、 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.The Overseas Listing Measures state that,any overseas offering of securities,including issuance of shares,convertible no

183、tes 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 requirement within three business days after the completion of such offering or listing.In connection with the Overseas Listing Measures,on February 17,20

184、23,the CSRC also published the Notice on the Administrative Arrangements for the Filing of Overseas Securities Offering and Listing by the Domestic Enterprises.According to this notice,issuers that have already been listed in an overseas market by March 31,2023,the date on which the Overseas Listing

185、 Measures took effect,such as our company,are not required to make any immediate filing.However,such issuers will be required to comply with the filing requirements under Overseas Listing Measures if and when they pursue any future securities offerings and listings outside of mainland China,includin

186、g but not limited to follow-on offerings,secondary listings and going private transactions.While we have completed the CSRC filing for our 2030 Notes,we cannot guarantee that we will be able to complete the required filings or other regulatory procedures in the future.If we fail to obtain required a

187、pproval 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 b

188、y 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,restricti

189、ons 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.As advised by our PRC legal counsel,Jingtian&Gongc

190、heng,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 permission from the CSRC,or go through cybersecurity review by the CAC,or obtain permission or ap

191、proval from other PRC government authorities with respect to previous issuances of securities to foreign investors.For more detailed information,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaThe approval of or the filing with the CSRC or other PRC governmen

192、t 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 IndustryOur business is subject

193、 to complex and evolving Chinese and international laws and regulations regarding cybersecurity,information security,privacy and data protection.Many of these laws and regulations are subject to change and uncertain interpretation,and any failure or perceived failure to comply with these laws and re

194、gulations could result in claims,changes to our business practices,negative publicity,legal proceedings,increased cost of operations,or declines in user growth or engagement,or otherwise harm our business.”Selected Consolidated Financial Data The following selected consolidated statements of compreh

195、ensive(loss)/income data for the years ended December 31,2022,2023 and 2024,selected consolidated balance sheet data as of December 31,2023 and 2024 and selected consolidated cash flows data for the years ended December 31,2022,2023 and 2024 have been derived from our audited consolidated financial

196、statements included in this annual report beginning on page F-2.The following selected consolidated statements of comprehensive loss data for the years ended December 31,2020 and 2021,selected consolidated balance sheet data as of December 31,2020,2021 and 2022 and selected consolidated cash flows d

197、ata for the years ended December 31,2020 and 2021 have been derived from our audited consolidated financial statements not included in this annual report.Our historical results for any period are not necessarily indicative of results to be expected for any future period.The selected consolidated fin

198、ancial data should be read in conjunction with,and are qualified in their entirety by reference to,our audited consolidated financial statements and related notes and“Item 5.Operating and Financial Review and Prospects”below.Our consolidated financial statements are prepared and presented in accorda

199、nce 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,Consolidati

200、on.Accordingly,we treat the 11variable interest entities as our consolidated entities under U.S.GAAP and we consolidate the financial results of the variable interest entities in our consolidated financial statements in accordance with U.S.GAAP.For the year ended December 31,2020 2021 2022 2023 2024

201、 RMB RMB RMB RMB RMB US$(in thousands,except for share and per share data)Selected Consolidated Statements of Comprehensive(Loss)/Income Data:Total revenues 29,707,215 30,554,359 28,997,548 31,872,651 29,225,238 4,003,841 Operating costs and expenses Cost of revenues(27,884,395)(27,513,497)(22,319,3

202、15)(23,102,492)(21,953,582)(3,007,628)Selling,general and administrative(5,187,835)(4,725,142)(3,466,579)(4,014,070)(3,682,050)(504,439)Research and development(2,675,494)(2,794,927)(1,899,233)(1,766,610)(1,778,403)(243,640)Total operating costs and expenses(35,747,724)(35,033,566)(27,685,127)(28,88

203、3,172)(27,414,035)(3,755,707)Operating(loss)/income(6,040,509)(4,479,207)1,312,421 2,989,479 1,811,203 248,134 Total other expense,net(943,368)(1,532,781)(1,346,197)(956,878)(959,524)(131,455)(Loss)/income before income taxes(6,983,877)(6,011,988)(33,776)2,032,601 851,679 116,679 Income tax expense(

204、23,276)(96,545)(84,000)(80,047)(61,090)(8,369)Net(loss)/income(7,007,153)(6,108,533)(117,776)1,952,554 790,589 108,310 Less:Net income attributed to non-controlling interests 31,208 61,051 18,436 27,085 26,530 3,634 Accretion of redeemable noncontrolling interests(7,087)(20,336)Net(loss)/income attr

205、ibutable to ordinary shareholders(7,045,448)(6,189,920)(136,212)1,925,469 764,059 104,676 Net(loss)/income per Class A and Class B ordinary share Basic(1.36)(1.11)(0.02)0.29 0.11 0.02 Diluted(1.36)(1.11)(0.02)0.28 0.11 0.02 Net(loss)/income per ADS:Basic(9.52)(7.77)(0.16)2.02 0.79 0.11 Diluted(9.52)

206、(7.77)(0.16)1.98 0.79 0.11 Shares used in net(loss)/income per Class A and Class B ordinary share computation Basic 5,176,180,057 5,570,736,706 5,988,021,425 6,675,522,809 6,729,974,821 6,729,974,821 Diluted 5,176,180,057 5,570,736,706 5,988,021,425 6,823,628,066 6,799,500,149 6,799,500,149 Notes:(1

207、)Our ordinary shares are comprised of Class A ordinary shares and Class B ordinary shares.Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.Class B ordinar

208、y shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.As holders of Class A and Class B ordinary shares have the same dividend rights and the same participation rights in our undistributed earnings,the basic and diluted(loss)/income per Class

209、A ordinary share and Class B ordinary share are the same for all the periods presented during which there were two classes of ordinary shares.(2)(2)(2)(1)12(2)Share-based compensation expenses were allocated in operating costs and expenses as follows:For the year ended December 31,2020 2021 2022 202

210、3 2024 RMB RMB RMB RMB RMB US$(in thousands)Selected Consolidated Statements of Comprehensive(Loss)/Income Data:Cost of revenues 201,970 173,263 147,045 133,160 121,048 16,584 Selling,general and administrative 851,416 718,377 425,209 314,788 273,330 37,446 Research and development 316,709 327,523 2

211、39,187 188,784 150,017 20,552 Total 1,370,095 1,219,163 811,441 636,732 544,395 74,582 As of December 31,2020 2021 2022 2023 2024 RMB RMB RMB RMB RMB US$(in thousands)Selected Consolidated Balance Sheet Data:Cash and cash equivalents 10,915,282 2,997,212 7,097,938 4,434,525 3,529,679 483,564 Restric

212、ted cash 25,230 77,652 13,618 6,120 Short-term investments 3,358,174 1,348,255 818,265 941,738 941,610 129,000 Total current assets 22,290,424 11,524,117 13,785,635 12,635,229 9,527,236 1,305,226 Total assets 48,185,429 42,472,165 46,048,349 44,594,374 45,760,525 6,269,166 Total current liabilities

213、24,854,578 22,476,470 28,130,018 22,341,534 21,477,333 2,942,382 Total liabilities 38,741,131 36,799,052 39,704,910 32,409,459 32,386,761 4,436,968 Total mezzanine equity 108,629 397,385 Total shareholders equity 9,335,669 5,275,728 6,343,439 12,184,915 13,373,764 1,832,198 Notes:(1)We adopted ASU 2

214、020-06,Accounting for Convertible Instruments and Contracts in an Entitys Own Equity(“ASU 2020-06”)on January 1,2022,using a modified retrospective transition method.Following the adoption of ASU 2020-06,all of the proceeds received from the issuance of the existing notes have been recorded as a lia

215、bility on the balance sheet in accordance with ASC 470-20.The difference between the principal amount of each of the existing notes and net proceeds from the issuance is considered debt discount and is amortized at their respective effective interest rates to accrete the carrying value of the existi

216、ng notes to its face value(i.e.,120%or 130%of the principal amount for the PAG Notes)on the respective put dates or maturity dates of the existing notes.(l)(1)(1)13The following table presents our selected consolidated cash flows data for the years indicated.For the year ended December 31,2020 2021

217、2022 2023 2024 RMB RMB RMB RMB RMB US$(in thousands)Selected Consolidated Cash Flows Data:Net cash(used for)/provided by operating activities(5,411,071)(5,951,847)(70,569)3,351,600 2,110,057 289,075 Net cash provided by/(used for)investing activities 159,296 1,262,350 265,980 (1,739,515)(2,444,870)(

218、334,945)Net cash provided by/(used for)financing activities 9,373,906 (2,959,455)4,468,863 (4,285,072)(1,370,121)(187,705)Effect of exchange rate changes on cash,cash equivalents and restricted cash(91,293)(216,696)122,418 92,039 14,657 2,008 Net increase/(decrease)in cash,cash equivalents and restr

219、icted cash 4,030,838 (7,865,648)4,786,692 (2,580,948)(1,690,277)(231,567)Cash,cash equivalents and restricted cash at the beginning of the year 6,909,674 10,940,512 3,074,864 7,861,556 5,280,608 723,440 Cash,cash equivalents and restricted cash at the end of the year 10,940,512 3,074,864 7,861,556 5

220、,280,608 3,590,331 491,873 Financial Information Related to the Variable Interest EntitiesThe following tables present the condensed consolidating schedule of financial information for iQIYI,Inc.,who is considered as the primary beneficiary of the variable interest entities under U.S.GAAP,the variab

221、le interest entities and other entities as of the dates presented.“iQIYI,Inc.”is our holding company in the Cayman Islands,and is considered as the primary beneficiary of the variable interest entities including,but not limited to,Beijing iQIYI,Shanghai iQIYI and Shanghai Zhong Yuan;“Variable intere

222、st entities and their subsidiaries”refer to the sum of Beijing iQIYI,Shanghai iQIYI,Shanghai Zhong Yuan,iQIYI Pictures,Intelligent Entertainment,iQIYI Yinhua and their respective subsidiaries;“WFOEs”refer to Beijing QIYI Century,iQIYI New Media and Optical Era;“Subsidiaries(other than WFOEs)”refer t

223、o the sum of our wholly-owned subsidiaries other than the WFOEs,which mainly include but not limited to Tianjin iQIYI Network&Technology Co.,Ltd.,Shanghai iQIYI Network&Technology Co.,Ltd.,Beijing iQIYI Interactive Technology Co.,Ltd.,Shanghai iQIYI New Media Science&Technology Co.,Ltd.,and Hainan i

224、QIYI Information Technology Co.,Ltd.14Selected Condensed Consolidating Statements of Comprehensive(Loss)/Income Information For the year ended December 31,2022 2023 iQIYI,Inc.Variable interest entitiesand their subsidiaries WFOEs Subsidiaries(other than the WFOEs)Eliminatingadjustments Consolidated

225、totals iQIYI,Inc.Variable interest entities and their subsidiaries WFOEs Subsidiaries(other than the WFOEs)Eliminatingadjustments Consolidatedtotals RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Total revenues 26,966,013 6,069,870 4,889,426 (8,927,761)28,997,548 29,783,468 6,028,092

226、6,014,245 (9,953,154)31,872,651 Third-party revenues 26,781,187 6,305 2,210,056 28,997,548 29,432,773 7,002 2,432,876 31,872,651 Inter-Group revenues 184,826 6,063,565 2,679,370 (8,927,761)350,695 6,021,090 3,581,369 (9,953,154)Cost of revenues (22,989,890)(2,872,236)(4,891,235)8,434,046 (22,319,315

227、)(24,439,915)(2,865,839)(5,081,660)9,284,922 (23,102,492)Third-party cost of revenues (15,746,144)(2,841,980)(3,731,191)(22,319,315)(16,776,185)(2,827,757)(3,498,550)(23,102,492)Inter-Group cost of revenues (7,243,746)(30,256)(1,160,044)8,434,046 (7,663,730)(38,082)(1,583,110)9,284,922 Share of inco

228、me of variable interest entities and their subsidiaries 329,881 (329,881)880,832 (880,832)Net(loss)/income (136,212)334,414 1,923,683 (2,217,799)(21,862)(117,776)1,925,469 824,015 2,267,546 (776,119)(2,288,357)1,952,554 For the year ended December 31,2024 iQIYI,Inc.Variable interest entities and the

229、ir subsidiaries WFOEs Subsidiaries(other than the WFOEs)Eliminating adjustments Consolidated totals RMB RMB RMB RMB RMB RMB (in thousands)Total revenues 27,576,488 5,878,288 5,961,174 (10,190,712)29,225,238 Third-party revenues 27,218,410 5,818 2,001,010 29,225,238 Inter-Group revenues 358,078 5,872

230、,470 3,960,164 (10,190,712)Cost of revenues (22,834,288)(3,778,591)(4,808,115)9,467,412 (21,953,582)Third-party cost of revenues (14,847,818)(3,738,773)(3,366,991)(21,953,582)Inter-Group cost of revenues (7,986,470)(39,818)(1,441,124)9,467,412 Share of income of variable interest entities and their

231、subsidiaries 482,800 (482,800)Net income/(loss)764,059 492,482 1,133,373 (161,402)(1,437,923)790,589 15Selected Condensed Consolidating Balance Sheets Information As of December 31,2023 2024 iQIYI,Inc.Variable interest entities and their subsidiaries WFOEs Subsidiaries(other than the WFOEs)Eliminati

232、ng adjustments Consolidated totals iQIYI,Inc.Variable 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

233、 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 82,89

234、8 388,718 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

235、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 2,131,2

236、33 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 3,986,3

237、34 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 22,653,118 1,118,471 (23,771,589)21,082,424 2,938,540 (24,020,964)Total assets 23,058

238、,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 adv

239、ances 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

240、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 3,869,95

241、4 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 Othe

242、r 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 21,712,172 14,197,364 (35,909,536)19,0

243、93,453 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

244、 equity/(deficit)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 T

245、otal 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 (1)(1)(2)16Selected Condensed Consolidating Cash Flows Information For the year ended December 31,2022 2023 2024 iQIYI,Inc.Variable

246、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)Eliminatingadjustments Consolidated totals iQIYI,Inc.Variable interest enti

247、ties and their subsidiaries WFOEs Subsidiaries(other than the WFOEs)Eliminating adjustments Consolidatedtotals RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Net cash(used for)/provided by operating activities(157,273)275,422 (568,800)380,082 (70,569)(370,682)8

248、31,956 1,139,307 1,751,019 3,351,600 (35,985)(2,024,567)6,430,650 (2,073,826)(186,215)2,110,057 Net cash(used for)/provided by investing activities(2,462,807)547,231 178,562 217,612 1,785,382 265,980 238,001 251,794 (311,464)(1,679,845)(238,001)(1,739,515)3,384,507 (466,579)316,790 (2,395,081)(3,284

249、,507)(2,444,870)Net cash provided by /(used for)financing activities 5,307,603 79,733 385,439 481,470 (1,785,382)4,468,863 (3,859,442)(141,212)(277,881)(244,538)238,001 (4,285,072)(2,873,166)461,953 (6,114,399)3,684,769 3,470,722 (1,370,121)Notes:(1)Represents the elimination of intercompany balance

250、s among iQIYI,Inc.,WFOEs,our subsidiaries other than WFOEs,and the variable interest entities and their subsidiaries.The short-term loans and long-term loans provided to the variable interest entities and their subsidiaries were RMB7,000.0 million and RMB1,419.4 million,respectively,as of December 3

251、1,2023,and RMB8,459.9 million(US$1,159.0 million)and nil,respectively,as of December 31,2024.(2)The loans provided to the nominee shareholders were RMB177.0 million and RMB277.0 million(US$37.9 million)as of December 31,2023 and 2024,respectively,which will mature since 2027.The loans provided to th

252、e nominee shareholders were to fund the capitalization of the VIEs for which the Company does not intend to seek repayment.The term of all such loans provided to the nominee shareholders has historically been extended prior to their respective original maturity dates,and we will continue to extend t

253、he term of all outstanding loans before they become due.(3)For the years ended December 31,2022,2023 and 2024,the variable interest entities did not receive any loans from or repay any loans to iQIYI,Inc.For the years ended December 31,2022,2023 and 2024,no assets other than cash were transferred be

254、tween iQIYI,Inc.and variable interest entities or their subsidiaries.For the years ended December 31,2022,2023 and 2024,subsidiaries provided capital contributions of nil,nil and RMB100.0 million(US$13.7 million)to the variable interest entities.For the years ended December 31,2022,2023 and 2024,no

255、assets other than the above cash transactions were transferred between subsidiaries and the variable interest entities.(3)(3)17A.RESERVEDB.CAPITALIZATION AND INDEBTEDNESS Not applicable.C.REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable.D.RISK FACTORS Summary of Risk FactorsAn investment in

256、our ADSs or Class A ordinary shares involves significant risks.Below is a summary of material risks we face,organized under headings.The operational risks associated with being based in and having operations in mainland China also apply to operations in Hong Kong.The legal risks associated with bein

257、g based in and having operations in mainland China are expected to apply to mainland China entities and businesses,rather than entities or businesses in Hong Kong which operate under a different set of laws from mainland China.These risks are discussed more fully in“Item 3.Key InformationD.Risk Fact

258、ors.”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

259、 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 materi

260、ally 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 resu

261、lts 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.Many of these laws and regulations are subject to change and uncertain in

262、terpretation,and any failure or perceived failure to comply with these laws and regulations could result in claims,changes to our business practices,negative publicity,legal proceedings,increased cost of operations,or declines in user growth or engagement,or otherwise harm our business.We operate in

263、 a capital intensive industry and require a significant amount of cash to fund our operations,content acquisitions and technology investments.If we cannot obtain sufficient capital,our business,financial condition and prospects may be materially and adversely affected;We have substantial indebtednes

264、s and we may continue to incur substantial additional indebtedness in the future,which could adversely affect our financial health and our ability to generate sufficient cash to satisfy our outstanding and future debt obligations on a timely manner.Deterioration of our cash flow position could mater

265、ially and adversely affect our ability to service our indebtedness and continue our operations.We have significant working capital requirements and have in the past experienced working capital deficits.If we experience such working capital deficits in the future,our business,liquidity,financial cond

266、ition and results of operations may be materially and adversely affected.We may not have the ability to raise the funds necessary to settle redemption of our existing notes,or to repurchase such notes upon a fundamental change or on certain specific dates,and our future debt may contain limitations

267、on our ability to pay cash upon conversion or to repurchase the notes.18Risks Related to Our Corporate StructureWe are a Cayman Islands holding company with no equity ownership in the variable interest entities and we conduct our operations in mainland China through(i)our mainland China subsidiaries

268、,which primarily include Beijing QIYI Century and Beijing iQIYI Interactive Technology Co.,Ltd.and(ii)the variable interest entities with which we have maintained contractual arrangements,namely Beijing iQIYI,Shanghai iQIYI,Shanghai Zhong Yuan,iQIYI Pictures,Intelligent Entertainment and iQIYI Yinhu

269、a,and their subsidiaries.Investors in our Class A ordinary shares or the ADSs thus are not purchasing equity interest in the variable interest entities in mainland China but instead are purchasing equity interest in a Cayman Islands holding company.If the PRC government finds that the agreements tha

270、t 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 t

271、o relinquish our interests in those operations.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 var

272、iable interest entities and,consequently,significantly affect the financial performance of the variable interest entities and our company as a group.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureIf the PRC government finds that the agreements that establish the stru

273、cture 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 int

274、erests in those operations”on page 44.We rely on contractual arrangements with the variable interest entities and their shareholders for our business operations,which may not be as effective as direct ownership in providing operational control.See“Item 3.Key InformationD.Risk FactorsRisks Related to

275、 Our Corporate StructureWe rely on contractual arrangements with the variable interest entities and their shareholders for our business operations,which may not be as effective as direct ownership in providing operational control”on page 46.Any failure by the variable interest entities or their shar

276、eholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureAny failure by the variable interest entities or their shareholders to perform t

277、heir obligations under our contractual arrangements with them would have a material and adverse effect on our business”on page 46.Risks Related to Our Relationship with BaiduWe have limited experience operating as a stand-alone public company.We may have conflicts of interest with Baidu and,because

278、of Baidus controlling ownership interest in our company,we may not be able to resolve such conflicts on terms favorable to us.Our agreements with Baidu may be less favorable to us than similar agreements negotiated with unaffiliated third parties.In particular,our master business cooperation agreeme

279、nt with Baidu limits the scope of business that we are allowed to conduct.Risks Related to Doing Business in Mainland China Our ADSs may be prohibited from trading in the United States under the HFCAA in the future,if the SEC determines that we have filed audit reports issued by a registered public

280、accounting firm that has not been subject to inspections by the PCAOB for two consecutive years.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaThe PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our fin

281、ancial 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 inve

282、stigate completely auditors located in China.The delisting or prohibition of trading of our ADSs,or the threat of their being delisted or prohibited from trading,may materially and adversely affect the value of your investment”on page 48.The filings,approval or other administration requirements of t

283、he CSRC or other PRC government authorities may be required for any future securities offerings and listings outside of mainland China.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaThe approval of or the filing with the CSRC or other PRC government authorit

284、ies 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”on page 49.19Our business,financial condition,results of operations and prospec

285、ts may be influenced to a significant degree by political,economic,social conditions and government policies in mainland China generally.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaChanges in mainland Chinas economic,political or social conditions or gove

286、rnment policies could have a material adverse effect on our business and operations”on page 50.Uncertainties with respect to the legal systems in the jurisdictions where we operate could adversely affect us.Substantially all of our operations are located in mainland China.There is no assurance that

287、the PRC government will not intervene in or impose restrictions on the ability of iQIYI,Inc.,its subsidiaries,and the variable interest entities to transfer cash or assets.To the extent cash or assets in the business is in mainland China or an entity in mainland China,the funds or assets may not be

288、available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of iQIYI,Inc.,its subsidiaries,or the variable interest entities by the PRC government to transfer cash or assets.As of the date of this annual re

289、port,there is not equivalent or similar restriction or limitation in Hong Kong on cash or assets transfers in,or out of,our Hong Kong entities.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

290、 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 InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaUncertainties with respect to the legal systems in the jurisdictions where we operate could adve

291、rsely affect us”on page 50.Due to the nature of our industry,the PRC governments significant authority in regulating our operations and its oversight and control over offerings conducted overseas by,and foreign investment in,China-based issuers could result in a material adverse change in our operat

292、ions and the value of our ADSs,or significantly limit or completely hinder our ability to offer or continue to offer securities to investors,and cause the value of such securities to significantly decline or become worthless.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in

293、Mainland ChinaThe PRC governments significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs”on page 50.Our mainland China subsidiaries and the variable interest entities are subject to certain restrictions with respect to

294、paying dividends or make distributions to shareholders of our securities,or otherwise transferring any of their net assets to us.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaWe may rely on dividends and other distributions on equity paid by our mainland Ch

295、ina 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”on page 51.Any funds

296、 we transfer to our mainland China subsidiaries are subject to approval by or registration or filing with governmental authorities in mainland China.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in Mainland ChinaWe are subject to PRC laws and regulations governing loans to

297、and direct investment in mainland China entities by offshore holding companies and currency conversion,which may delay or prevent us to make loans to or make additional capital contributions to our mainland China subsidiaries and the variable interest entities,which could materially and adversely af

298、fect our liquidity and our ability to fund and expand our business”on page 52.Risks Related to Our ADSsThe trading price of our ADSs has been and is likely to continue to be volatile regardless of our operating performance.If securities or industry analysts do not publish research or publish inaccur

299、ate or unfavorable research about our business,the market price for our ADSs and trading volume could decline.Techniques employed by short sellers may drive down the market price of our ADSs.Risks Related to Our Business and Industry We had historically incurred net losses,and may incur losses again

300、 in the future.We incurred net losses from our inception until 2022,before recording a net income of RMB1,952.6 million in 2023 and RMB790.6 million(US$108.3 million)in 2024.Our ability to achieve profitability is affected by various factors,many of which are beyond our control.In addition,our users

301、 willingness to pay and subscribe to our content depends on the quality and breadth of our content offerings and availability of alternative entertainment content offerings.Producing high-quality,popular original content is costly and time-consuming and it will typically take a long period of time t

302、o realize returns on investment,if at all.As a result,we may not be able to recover our content costs or achieve a satisfactory return on investment,and our business and results of operations may be negatively affected.The market prices for professionally produced content,especially popular TV serie

303、s and movies,have increased significantly in mainland China during the past few years.The production and procurement of content have historically accounted for 20the majority of our cost of revenues.In 2022,2023 and 2024,we incurred RMB22.3 billion,RMB23.1 billion and RMB22.0 billion(US$3.0 billion)

304、in cost of revenues,respectively.Our cost of revenues may increase in the foreseeable future as we are committed to enhancing and diversifying our content offerings and to supporting our overseas expansion.If we cannot successfully realize satisfactory returns on our content investment and generate

305、sufficient revenues,our financial condition and results of operations may be materially and adversely affected.We may again incur net losses in the future as a result of our continued investments in content and technology.We may also incur net losses in the future due to changes in the macroeconomic

306、 and regulatory environment,competitive dynamics and in the event of our inability to respond to these changes in a timely and effective manner.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

307、 to attract and retain users to remain competitive.Our success depends on our ability to engage users on our platform.The quality and breadth of our content offerings may not always meet our expectations.To attract and retain users and compete against our competitors,we need to continue to produce n

308、ew original content and source new professionally produced or other video content in a cost-effective manner.Given that we operate in a rapidly evolving industry,we need to anticipate user preferences and industry changes and respond to such changes in a timely and effective manner.If we are unable

309、to offer popular original content that meets user tastes and preferences,we may suffer from reduced user traffic,and our business,financial condition and results of operations may be materially and adversely affected.We rely on our in-house team to generate creative ideas for original content and to

310、 supervise the original content origination and production process,and we intend to continue to invest resources in content production.We face fierce competition for qualified personnel in a limited pool of high-quality creative talent.Our competitors include well-capitalized companies that are capa

311、ble of offering compensation packages more attractive to talents.If we are not able to compete effectively for talents or attract and retain top talents at reasonable costs,our original content production capabilities would be negatively impacted.Any deterioration in our in-house content production

312、capability,inability to attract creative talents at reasonable costs or losses in personnel may materially and adversely affect our business and operating results.In addition,various phases of our original content production are outsourced to our content production partners.If they fail to generate

313、quality content satisfactory to our demands or provide services upon terms commercially acceptable to us,we may be unable to provide high-quality original content offerings to our users.If we fail to procure content from content providers upon terms acceptable to us,our business may be materially an

314、d adversely affected.Our ability to provide our users with high-quality,popular content depends in part on our ability to procure content from studios and other content providers,as well as distributors and other licensors of content.We typically enter into license and sub-license agreements with th

315、ird-party content providers and other IP holders on various terms and conditions.If content providers and other rights holders are no longer willing or able to license content to us upon terms acceptable to us,or,in the case where we obtained the right to distribute content through sub-license agree

316、ments,the licensors lose their right to sub-license such content to us,our ability to offer content to our users will be adversely affected and we may have to incur additional costs.For content sub-licensed and currently being showcased on our platform,we may be forced to remove such content as a re

317、sult of our licensors disputes with the original content provider,which may result in loss of user traffic and revenues.If we fail to remove such content in a timely manner,we may become the subject of adverse legal actions from the original content provider.As competition intensifies,we may see the

318、 cost of licensed content increase.As we seek to differentiate our service,we are increasingly focused on securing a broader range of rights other than merely distribution and online streaming rights.We also acquire other forms of copyright such as rights to adapt the original content into online ga

319、mes,films,drama series,animation and other entertainment formats.We focus on offering an overall mix of content that appeals to our users in a cost-efficient manner.If we do not maintain a compelling mix of content,our user acquisition and retention may be adversely affected.If our efforts to retain

320、 members and attract new members are not successful,our business and results of operations will be materially and adversely affected.Our ability to continue to retain members and attract new members will depend in part on our ability to consistently provide our members with compelling content choice

321、s,user experience,and a quality experience for selecting and viewing video content.Furthermore,the relative service levels,content offerings,pricing and related features of competitors may adversely impact our ability to attract and retain members.If we introduce new or adjust existing features,adju

322、st pricing or service offerings,or change the mix of content in a manner that is not favorably received by our members,we may not be able to attract and retain members.Many of our members originate from organic growth.If our efforts to satisfy our existing members are not successful,we may not be ab

323、le to attract new members,and as a result,our ability to maintain and grow our membership revenues will be adversely affected.Members may cancel or decide not to renew our service for many reasons,including a perception that they do not use the service sufficiently,dissatisfaction with payment optio

324、ns,the need to cut household expenses,dissatisfaction with the content that is available on our platform,a perception that competitive services provide a better value or experience,and customer service issues that are not 21satisfactorily resolved.In addition,we use various marketing and sales strat

325、egies to enroll members,including but not limited to discounts and bundled sales,we may not be able to retain those members if our promotion strategy fails or discontinue.We are also exploring various opportunities and marketing strategies to better monetize our membership base,including leveraging

326、our innovative value-added services,such as Express Packages that enable subscribers to redeem their membership points for early access to finale episodes of hit drama series,organizing offline events,and offering merchandise benefits.Such initiatives may not be well received by our members and may

327、have a negative impact on our reputation and results of operations.Further,if an excessive number of members cancel or opt not to renew our service,we may be required to incur significantly higher marketing expenditures to attract new members than we currently anticipate.Further,content production i

328、s heavily regulated in mainland China.If the regulatory or administrative authorities impose new requirements relating to,among other things,content supervision and approval,we may not be able to offer a variety of content offerings in time,or at all,and we cannot assure you that we will continue to

329、 maintain our membership base in the future.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 financia

330、l condition and results of operations may be materially and adversely affected.We generate a substantial part of our revenues from online advertising.If our advertising customers find that they can generate better returns elsewhere,or if our competitors provide better online advertising services to

331、suit our advertising customers goals,we may lose our advertising customers.In addition,third parties may develop and use technologies to block the display of our advertising customers advertisements on our platform,enabling our members to skip viewing them,which may in turn cause us to lose advertis

332、ing customers and adversely affect our results of operations.If our advertising customers determine that their marketing expenditures on internet video streaming platforms do not generate expected returns,they may allocate a portion or all of their advertising budgets to other advertising channels s

333、uch as television,newspapers and magazines or other internet channels such as search engines,news aggregation platforms,short-form video platforms,e-commerce platforms and social media platforms,and reduce or discontinue business with us.Since most of our advertising customers are not bound by long-term contracts,they may lessen or discontinue advertising arrangements with us easily without incurr