Baidu (NASDAQ: BIDU) secures approval for dual-primary Hong Kong, Nasdaq listing

Rhea-AI Filing Summary

Baidu, Inc. (BIDU) reports that an extraordinary general meeting of shareholders was held in Beijing on August 26, 2026, where all resolutions in the July 27, 2026 meeting notice were duly passed. These approvals include all shareholder consents required for Baidu’s voluntary conversion of its secondary listing status to a primary listing on the Main Board of the Hong Kong Stock Exchange.

Baidu states it will make necessary arrangements so that, upon the effectiveness of this “Primary Conversion,” it will be a dual-primary listed issuer on both the Hong Kong Stock Exchange and the Nasdaq Global Select Market. The company reiterates that one Baidu ADS represents eight Class A ordinary shares.

Filing Explained

The August 26, 2026 filing records that shareholder approval is complete, while the primary-listing conversion remains pending its effective date; it also discloses Baidu’s weighted-voting structure, under which Class B shares carry 10 votes each versus one vote for Class A shares, and each ADS represents eight Class A shares.

Key Figures

EGM date: August 26, 2026 EGM notice date: July 27, 2026 ADS to Class A share ratio: 1 ADS = 8 Class A ordinary shares +3 more

6 metrics

EGM date August 26, 2026 Date the extraordinary general meeting of shareholders was held in Beijing

EGM notice date July 27, 2026 Date of the notice setting out the proposed resolutions for the EGM

ADS to Class A share ratio 1 ADS = 8 Class A ordinary shares Representation of Baidu ADSs traded on Nasdaq under BIDU

Class A voting rights 1 vote per Class A ordinary share Voting rights under Baidu’s weighted voting rights structure

Class B voting rights 10 votes per Class B ordinary share Enhanced voting rights under Baidu’s weighted voting rights structure

HKEX stock codes 9888 and 89888 Codes for Baidu shares on the Hong Kong Stock Exchange (HKD and RMB counters)

Key Terms

extraordinary general meeting, primary listing, dual-primary listed issuer, weighted voting rights structure, +1 more

5 terms

extraordinary general meeting regulatory

"Baidu announces results of Extraordinary General Meeting of Shareholders"

primary listing market

"conversion of its secondary listing status to primary listing on the Main Board"

The primary listing is the main stock exchange where a company’s shares are officially registered and traded, and whose rules and regulators oversee its disclosures and corporate governance. For investors it matters because the primary listing determines the market’s trading hours and currency, the regulatory protections and reporting standards that apply, and where most trading volume and official filings are found—think of it as the stock’s legal “home address.”

dual-primary listed issuer market

"comply with all applicable laws, regulations and stock exchange rules as a dual-primary listed issuer"

A dual-primary listed issuer is a company whose equity shares are listed as primary securities on two different stock exchanges at the same time, so each exchange treats its listing as an official, full-status market for that company. For investors, it matters because the stock can trade in multiple time zones and currencies, under two sets of exchange rules and disclosure requirements, which affects where liquidity appears, how price differences can be arbitraged, and which regulators oversee reporting and shareholder rights.

weighted voting rights structure regulatory

"Under our weighted voting rights structure, our share capital comprises Class A"

American depositary shares financial

"Our American depositary shares, each representing eight of our Class A"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

FAQ

What did Baidu, Inc. (BIDU) shareholders approve at the August 26, 2026 EGM?

Shareholders approved all resolutions set out in the July 27, 2026 notice, including all necessary approvals for Baidu’s voluntary conversion of its secondary listing status to a primary listing on the Main Board of the Hong Kong Stock Exchange.

What is Baidu, Inc. (BIDU) changing about its Hong Kong listing?

Baidu obtained shareholder approval for a voluntary conversion of its Hong Kong listing from secondary listing status to primary listing on the Main Board of the Hong Kong Stock Exchange, referred to as the “Primary Conversion.”

Will Baidu, Inc. (BIDU) remain listed on Nasdaq after the Primary Conversion?

Yes. Baidu states that from this announcement until the Primary Conversion becomes effective, it will make arrangements to comply with all requirements as a dual-primary listed issuer on both the Hong Kong Stock Exchange and the Nasdaq Global Select Market.

When was the Baidu, Inc. (BIDU) extraordinary general meeting held and noticed?

The extraordinary general meeting of shareholders was held on August 26, 2026. The resolutions considered at the meeting were those set out in the notice of the EGM dated July 27, 2026.

What is the ADS-to-share ratio for Baidu, Inc. (BIDU)?

Baidu states that one of its American depositary shares (ADS) represents eight Class A ordinary shares. These ADSs are listed on Nasdaq under the symbol BIDU.

How do Baidu, Inc. (BIDU) Class A and Class B shares differ in voting rights?

Under Baidu’s weighted voting rights structure, each Class A ordinary share has one vote, while each Class B ordinary share has 10 votes on matters submitted to general meetings of shareholders.

What are Baidu, Inc. (BIDU) stock codes on the Hong Kong Stock Exchange?

Baidu’s shares are listed on the Hong Kong Stock Exchange under stock codes 9888 (HKD counter) and 89888 (RMB counter), as stated in the announcement on the results of the extraordinary general meeting.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/26/2026 - 06:22 AM Accepted by SEC EDGAR 08/26/2026 - 06:21 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number: 000-51469

BAIDU, INC.

Baidu Campus

No. 10 Shangdi 10th Street

Haidian District, Beijing 100085

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release—Baidu Announces Results of Extraordinary General Meeting
99.2		Announcement with the Stock Exchange of Hong Kong Limited––Results of Extraordinary General Meeting of Shareholders

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BAIDU, INC.
By		:		/s/ Haijian He
Name		:		Haijian He
Title		:		Chief Financial Officer

Date: August 26, 2026

Exhibit 99.1

Baidu Announces Results of Extraordinary General Meeting

BEIJING, China, August 26, 2026 — Baidu, Inc. (Nasdaq: BIDU; HKEX: 9888 (HKD Counter) and 89888 (RMB Counter)) (“Baidu” or the “Company”), a leading AI company with strong Internet foundation, today announced that its extraordinary general meeting of shareholders (the “EGM”) was held in Beijing today and all the proposed resolutions set out in the notice of the EGM dated July 27, 2026 were duly passed at the EGM.

All necessary shareholder approvals for the Company’s voluntary conversion of its secondary listing status to primary listing (the “Primary Conversion”) on the Main Board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) have been obtained at the EGM. From the date of this press release until the effective date of the Primary Conversion, the Company will continue to make the necessary arrangements to comply with all applicable laws, regulations and stock exchange rules as a dual-primary listed issuer on the Hong Kong Stock Exchange and the Nasdaq Global Select Market upon the effectiveness of the Primary Conversion.

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 “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, Baidu’s and other parties’ strategic and operational plans, contain forward-looking statements. Baidu may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, 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 Securities and Exchange Commission, 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 press release and in the attachments is as of the date of the press release, and Baidu undertakes no duty to update such information, except as required under applicable law.

1

SOURCE Baidu, Inc.

Investors Relations, Baidu, Inc., Tel: +86-10-5992-8888, Email: ir@baidu.com

2

Exhibit 99.2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 10 votes, respectively, on all matters subject to the vote at general meetings of the Company. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing eight of our Class A ordinary shares, are listed on Nasdaq in the United States under the symbol BIDU.

Baidu, Inc.

百度集團股份有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Codes: 9888 (HKD counter) and 89888 (RMB counter))

RESULTS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

We wish to announce that all the proposed resolutions as set out in our notice of the Extraordinary General Meeting of Shareholders dated July 27, 2026 were duly passed at our Extraordinary General Meeting of Shareholders held on August 26, 2026.

By order of the Board

Baidu, Inc.

Mr. Robin Yanhong Li

Chairman of the Board

and Chief Executive Officer

Hong Kong, August 26, 2026

As at the date of this announcement, the board of directors of the Company comprises Mr. Robin Yanhong Li as director, and Mr. Yuanqing Yang, Mr. Jixun Foo, Ms. Sandy Ran Xu and Ms. Xiaodan Liu as independent directors.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 6.3 KB
• EX-99.2 EX-99.2 4.7 KB