INDENTURE Dated as of Between IQIYI, INC. as Company and CITIBANK, N.A. as Trustee DEBT SECURITIESIndenture • December 15th, 2020 • iQIYI, Inc. • Services-video tape rental • New York
INDENTURE dated as of [•], between iQIYI, Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and Citibank, N.A., as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2018 • iQIYI, Inc. • Services-video tape rental • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 201 by and between iQIYI, Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between iQIYI, Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with [passport/ID number] (the “Executive”).
iQIYI, Inc. [•]% Convertible Senior Notes due 2026 Underwriting AgreementUnderwriting Agreement • December 16th, 2020 • iQIYI, Inc. • Services-video tape rental • New York
iQIYI, Inc., an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell (the “Offering”) to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman Sachs (Asia) L.L.C., BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”) an aggregate of US$[•] principal amount of the Company’s [•]% Convertible Senior Notes due 2026 (the “Firm Securities”), and, at the election of the Underwriters, up to an aggregate of US$[•] additional principal amount of the Company’s [•]% Convertible Senior Notes due 2026 (the “Option Securities”) as provided in Section 2. The Firm Securities and any Option Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Offered Securities.” The Offered Securities will be issued pursuant to an indenture to be dated as of
iQIYI, Inc. [●] Class A Ordinary Shares, in the form of American Depositary Shares Underwriting AgreementUnderwriting Agreement • March 16th, 2018 • iQIYI, Inc. • Services-video tape rental • New York
The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement, dated as of [●], 2018 (the “Deposit Agreement”), among the Company and [●], as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs.
IQIYI, INC. AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of March 29, 2019 2.00% Convertible Senior Notes due 2025Indenture • March 12th, 2020 • iQIYI, Inc. • Services-video tape rental • Hong Kong
INDENTURE dated as of March 29, 2019 between IQIYI, INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a private company limited by shares incorporated in Hong Kong, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDENTURE Dated as of December 30, 2022 6.00% Convertible Senior Notes due 2028Indenture • March 22nd, 2023 • iQIYI, Inc. • Services-video tape rental • New York
INDENTURE dated as of December 30, 2022 between IQIYI, INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a private company limited by shares incorporated in Hong Kong, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Share Pledge AgreementShare Pledge Agreement • March 14th, 2024 • iQIYI, Inc. • Services-video tape rental
Loan AgreementLoan Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This Loan Agreement (this “Agreement”) is executed by and between the following parties in Beijing, the People’s Republic of China (“China”) on August 30, 2017:
Supplemental Agreement (For Buyer Factoring Business Only)Supplemental Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
iQIYI, Inc. 76,500,000 American Depositary Shares Representing 535,500,000 Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • January 18th, 2023 • iQIYI, Inc. • Services-video tape rental
The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement, dated as of March 28, 2018 (the “Deposit Agreement”), among the Company and JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs.
Exclusive Purchase Option AgreementExclusive Purchase Option Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This Amended and Restated Exclusive Purchase Option Agreement (this “Agreement”) is made by the following parties in Beijing on October 25, 2013:
Exclusive Technology Consulting and Service AgreementExclusive Technology Consulting and Service Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This Exclusive Technology Consulting and Service Agreement (the “Agreement”) is entered into by and between the parties in Beijing, China on January 14, 2014.
Credit Facility Agreement (Applicable to working capital loans without signing a loan contract)Credit Facility Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
Upon Party B’s application, Party A agrees to grant line of credit to Party B for the latter’s use. Party A and Party B hereby conclude the following terms and execute this agreement upon full negotiation according to relevant laws.
INVESTMENT AGREEMENT by and among iQIYI, Inc and PAGAC IV-1 (Cayman) Limited and PAG Pegasus Fund LP Dated as of August 30, 2022Investment Agreement • March 22nd, 2023 • iQIYI, Inc. • Services-video tape rental • Hong Kong
PAGAC IV-1 (Cayman) Limited, an exempted company incorporated in Cayman Islands, with the registered address at P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands (“PAG Asia”); and
FACILITY AGREEMENT dated September 27 , 2023 for PAGAC IV-4 (CAYMAN) LIMITED as Borrower and iQIYI HK Limited as Lender and, for the purposes of Clause 18 (Definition of Secured Obligations) PAGAC IV-1 (Cayman) Limited and iQIYI, Inc.Facility Agreement • March 14th, 2024 • iQIYI, Inc. • Services-video tape rental • Hong Kong
Exclusive Share Purchase AgreementExclusive Share Purchase Agreement • March 14th, 2024 • iQIYI, Inc. • Services-video tape rental
The parties above, upon friendly negotiation, with respect to the matter that Party A or any third party designated by Party A purchase the shareholdings held by Party B in Party C, reach an agreement as follows, for the parties to observe:
Beijing QIYI Century Science & Technology Co., Ltd. and Shanghai iQIYI Culture Media Co., Ltd. and GENG Xiaohua GONG Yu BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This Business Operating Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following parties on October 25, 2013 in Beijing:
Exclusive Management Consulting and Business Cooperation AgreementExclusive Management Consulting and Business Cooperation Agreement • March 14th, 2024 • iQIYI, Inc. • Services-video tape rental
This exclusive management consulting and business cooperation agreement (this “Agreement”) is made by the following parties in the People’s Republic of China (“China”) on January 29, 2024:
China Merchants Bank Online “Corporate Bank” Entrusted Loan AgreementEntrusted Loan Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
Party A accepts the entrustment by Baidu Online Network Technology (Beijing) Co., Ltd. (the “Entrusting Party”) and issues entrusted loans in RMB to Party B. In accordance with the terms of the Agreement on Entrusting Cooperation of Online Entrusted Loans of Zhao Shang Wei No.004 in 2016, the Entrusting Party agrees to provide Party B with an online entrusted loan quota of not more than RMB one billion. Now Party A and Party B agree on the following terms and enter into this Agreement in accordance with relevant laws and regulations after full consultation.
IQIYI, INC. AND CITIBANK, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 21, 2020 to Indenture Dated as of December 21, 2020 4.00% Convertible Senior Notes due 2026First Supplemental Indenture • March 9th, 2021 • iQIYI, Inc. • Services-video tape rental • New York
FIRST SUPPLEMENTAL INDENTURE dated as of December 21, 2020 (this “Supplemental Indenture”) between IQIYI, INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and Citibank, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture dated as of December 21, 2020 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 19th, 2018 • iQIYI, Inc. • Services-video tape rental
This NOTE PURCHASE AGREEMENT, dated as of January 11, 2017 (this “Agreement”), is entered into by and among Qiyi.com, Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and the parties listed on Schedule 1 attached hereto (each party listed on Part A of Schedule 1, a “G1 Investor”, and collectively, the “G1 Investors”; each party listed on Part B of Schedule 1, a “G2 Investor”, and collectively, the “G2 Investors”; and the G1 Investors and G2 Investors collectively, the “Investors”).
Beijing QIYI Century Science & Technology Co., Ltd. (as Lender) and GENG Xiaohua GONG Yu (together as Borrowers) LOAN AGREEMENTLoan Agreement • February 12th, 2018 • iQIYI, Inc. • Services-video tape rental
This Loan Agreement (this “Agreement”) is executed by and between the following parties in Beijing, the People’s Republic of China (“China”) on October 25, 2013:
Loan AgreementLoan Agreement • March 14th, 2024 • iQIYI, Inc. • Services-video tape rental
This Loan Agreement (this “Agreement”) is executed by and between the following parties in Beijing, the People’s Republic of China (“China”) on January 29, 2024:
Working Capital Loan AgreementWorking Capital Loan Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
The Borrower and the Lender, through equal negotiation, reach agreements on the Lender’s granting working capital loan to the Borrower and hereby enter into this Agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This SHARE PURCHASE AGREEMENT, dated as of February 12, 2018 (this “Agreement”), is entered into by and between iQIYI, Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and Baidu Holdings Limited, a company incorporated under the Laws of the British Virgin Islands (the “Investor”).
Baidu Holdings Limited and iQIYI, Inc. TICKET BUSINESS COOPERATION AGREEMENT February 12, 2018Ticket Business Cooperation Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental • New York
This Ticket Business Cooperation Agreement (this “Agreement”) is entered into by the two parties on February 12, 2018 (“Execution Date”):
Amended and Restated Shareholder Voting Rights Trust AgreementShareholder Voting Rights Trust Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
Beijing QIYI Century Science & Technology Co., Ltd.: a foreign invested limited liability company incorporated and validly existing according to the laws of China (“QIYI Century”)
Master Business Cooperation AgreementMaster Business Cooperation Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This Master Business Cooperation Agreement (this “Agreement”), dated as of January 19, 2018 (the “Signing Date”), is entered into by and between:
Loan AgreementLoan Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
Baidu Online Network Technology (Beijing) Co., Ltd., a limited liability company established according to the laws of China, the address is: Floor 3, Baidu Building, No. 10 Shangdi Tenth Street, Haidian District, Beijing. (the “Lender”)
Supplementary Agreement to the Trademark License AgreementSupplementary Agreement to the Trademark License Agreement • March 22nd, 2023 • iQIYI, Inc. • Services-video tape rental
This Supplementary Agreement to the Trademark License Agreement (hereinafter referred to as the "Supplementary Agreement") was entered into by the following parties on February 10, 2023:
Beijing QIYI Century Science & Technology Co., Ltd. (as Pledgee) and GENG Xiaohua (as Pledgor) Regarding 100% of the shares in Beijing iQIYI Science & Technology Co., Ltd. Amended and Restated SHARE PLEDGE AGREEMENT January 30, 2013Share Pledge Agreement • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This amended and restated Share Pledge Agreement (this “Agreement”) is exectued by the following parties in Beijing on January 30, 2013:
Power of AttorneyPower of Attorney • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
This Power of Attorney shall be effective retroactively as of November 23, 2012 until expiry or termination of Voting Trust Agreement. During the term hereof, the Company hereby waives all right granted to Qiyi Cayman hereunder, and will not exercise such right by itself. This Power of Attorney is irrevocable, and may not be amended unless by Qiyi Cayman at its discretion.
Comprehensive Facility Contract (Applicable to Facility to Entities) CHINA MINSHENG BANKING CORPORATION LIMITEDComprehensive Facility Contract • February 27th, 2018 • iQIYI, Inc. • Services-video tape rental
Party A and Party B agree as follows and intend to be bound hereby through negotiations in the principles of good faith and equity in accordance with the Contract Law, the Commercial Banking Law and any other applicable laws and regulations of the PRC.
Loan AgreementLoan Agreement • January 19th, 2018 • iQIYI, Inc. • Services-video tape rental
Baidu Online Network Technology (Beijing) Co., Ltd., a limited liability company established according to the laws of China, the address is: Floor 3, Baidu Building, No. 10 Shangdi Tenth Street, Haidian District, Beijing. (the “Lender”)
