Baidu Provides Update on Voluntary Conversion to Dual-Primary Listing on The Main Board of The Stock Exchange of Hong Kong Limited
Rhea-AI Summary
Baidu (Nasdaq: BIDU; HKEX: 9888/89888) has applied to convert its secondary listing on the Hong Kong Stock Exchange to a dual-primary listing, with effectiveness expected within 2026, subject to Hong Kong Stock Exchange approval and market conditions.
Baidu plans to seek shareholder approval at an upcoming extraordinary general meeting for (i) an issuance mandate allowing directors to issue Class A ordinary shares and/or ADSs up to 20% of issued shares and (ii) a share repurchase mandate up to 10% of issued shares. The board also proposes adopting a 2026 Share Incentive Plan to comply with Chapter 17 of the Hong Kong Listing Rules and adopting a new memorandum and articles of association to align with Appendix A1 and make consequential and housekeeping amendments. Baidu cautions shareholders and investors to exercise care when dealing in its securities.
Positive
- Move to dual-primary listing expected within 2026, pending approvals
- Share repurchase mandate up to 10% of issued shares sought
- Issuance mandate for up to 20% of issued shares requested
- New share incentive plan aligned with updated Hong Kong Listing Rules
Negative
- Potential share issuance up to 20% could dilute existing shareholders
- Primary conversion and related changes remain conditional on regulatory approvals
News Market Reaction – BIDU
On the day this news was published, BIDU declined 0.65%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 16 | Dual-listing pursuit | Positive | +1.2% | Baidu announced plans to convert its Hong Kong listing to dual-primary status |
| Jul 02 | Meeting record date | Neutral | -3.9% | Baidu established record dates for its forthcoming extraordinary general meeting |
| Jun 12 | Regulatory approval | Positive | +0.3% | Apollo Go received a Swiss permit for Level 4 autonomous operations |
| Jun 09 | CMC list response | Negative | +1.4% | Baidu disputed its inclusion on the U.S. Department of Defense CMC List |
| May 18 | First-quarter earnings | Positive | +1.8% | Baidu reported Q1 2026 revenue and growth in its Core AI-powered Business |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent news reactions were mostly aligned with the event sentiment, with 3 aligned moves versus 2 divergences; the prior dual-primary listing announcement preceded a 1.2% gain.
Key Terms
dual-primary listing regulatory
issuance mandate regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Application for Conversion to Dual-Primary Listing. The Company has applied to the Hong Kong Stock Exchange with regards to the Primary Conversion and the Company has received the acknowledgement from the Hong Kong Stock Exchange in respect of the application for the Primary Conversion. The effective date (the "Effective Date") on which the Primary Conversion becomes effective is expected to be within this year, subject to the approval of the Hong Kong Stock Exchange. Upon the Primary Conversion being effective, the Company will be dual-primary listed on the Hong Kong Stock Exchange in Hong Kong and the Nasdaq Global Select Market in the
Proposed Grant of Share Repurchase Mandate and Issuance Mandate. Ordinary resolutions will be proposed at the forthcoming extraordinary general meeting of the Company, to approve the grant of (i) an issuance mandate to the directors of the Company to allot, issue or deal with, among others, additional Class A ordinary shares of the Company with a par value of US
Proposed Adoption of The 2026 Share Incentive Plan. The board of directors of the Company (the "Board") has proposed to adopt the 2026 Share Incentive Plan in order to comply with the requirements on share schemes involving issuance of new shares under Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time (the "Hong Kong Listing Rules").
Proposed Adoption of New Memorandum and Articles of Association. The Board has proposed to amend the existing fifth amended and restated memorandum and articles of association of the Company by adopting a new set of memorandum and articles of association in substitution for and to the exclusion of the existing memorandum and articles of association mainly to (i) comply with Appendix A1 to the Hong Kong Listing Rules and (ii) incorporate certain consequential and housekeeping amendments.
The Company's corresponding announcement on the Hong Kong Stock Exchange is available on the Company's website at https://ir.baidu.com/.
The Primary Conversion is conditional upon and subject to, among other things, market conditions and the obtaining of the necessary regulatory approvals. The Company will make further announcement(s) to disclose any material updates and progress with respect to the Primary Conversion in accordance with applicable laws and regulations as and when appropriate. This announcement is for information purposes only and does not constitute, or form part of, any invitation or offer to acquire, purchase or subscribe for any securities of the Company. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.
About Baidu
Founded in 2000, Baidu's mission is to make the complicated world simpler through technology. Baidu is a leading AI company with strong Internet foundation, trading on Nasdaq under "BIDU" and HKEX under "9888". One Baidu ADS represents eight Class A ordinary shares.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "may," "will," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate," "is/are likely to" and similar statements. Baidu may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC"), in announcements made on the website of the Hong Kong Stock Exchange, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Baidu's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Baidu's growth strategies; its future business development, including development of new products and services; its ability to attract and retain users and customers; competition in the Chinese Internet search and newsfeed market; competition for online marketing customers; changes in the Company's revenues and certain cost or expense items as a percentage of its revenues; the outcome of ongoing, or any future, litigation or arbitration, including those relating to intellectual property rights; the expected growth of the Chinese-language Internet search and newsfeed market and the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and Internet search providers, and general economic conditions in China and elsewhere. Further information regarding these and other risks is included in the Company's annual report on Form 20-F and other documents filed with the SEC, and announcements on the website of the Hong Kong Stock Exchange. Baidu does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this announcement is as of the date of the announcement, and Baidu undertakes no duty to update such information, except as required under applicable law.
View original content:https://www.prnewswire.com/news-releases/baidu-provides-update-on-voluntary-conversion-to-dual-primary-listing-on-the-main-board-of-the-stock-exchange-of-hong-kong-limited-302832090.html
SOURCE Baidu, Inc.