STOCK TITAN

Baidu (Nasdaq: BIDU) to convert to dual-primary Hong Kong listing

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Baidu, Inc. plans to convert its Hong Kong listing to a dual-primary listing on the Main Board of the Hong Kong Stock Exchange, alongside its existing Nasdaq Global Select Market listing. The board has approved this Primary Conversion and authorized management to carry out the necessary preparations.

Once effective, Baidu will be dual-primary listed in Hong Kong and on Nasdaq, and its Class A ordinary shares and American depositary shares will continue trading on both venues and remain mutually fungible. Baidu states that it believes a dual-primary listing will enhance liquidity, broaden its investor base and provide greater flexibility in accessing both capital markets. The conversion is conditional upon market conditions and required regulatory approvals. One Baidu ADS represents eight Class A ordinary shares, and the company continues to use a weighted voting rights share structure.

Positive

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Filing Explained

Baidu’s July 16 filing adds a target that the approved conversion could become effective within 2026; until then, it remains subject to market conditions and required regulatory approvals, with material progress to be announced.

ADS-to-share ratio 1 ADS = 8 Class A ordinary shares Representation ratio for Baidu American depositary shares
Class A voting power 1 vote per Class A ordinary share Voting rights attached to Class A ordinary shares
Class B voting power 10 votes per Class B ordinary share Voting rights attached to Class B ordinary shares
HKEX stock codes 9888 (HKD counter) and 89888 (RMB counter) Stock codes for Baidu shares on the Hong Kong Stock Exchange
HKEX guidance reference HKEX-GL112-22 Guidance letter cited for the Primary Conversion
dual-primary listing regulatory
"pursue the voluntary conversion to dual-primary listing on the Main Board"
A dual-primary listing is when a company lists the same class of shares as a primary, fully regulated security on two different stock exchanges in separate jurisdictions, meeting the listing rules and disclosure requirements of both markets. It matters to investors because it increases the venues and currencies in which the stock can be bought and sold, often affecting liquidity, trading hours, and regulatory oversight—like a business opening two main storefronts so more customers can reach it.
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.
mutually fungible financial
"shares and American depositary shares will continue to be traded and remain mutually fungible"
guidance letter HKEX-GL112-22 regulatory
"pursuant to the Hong Kong Stock Exchange’s guidance letter HKEX-GL112-22"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Baidu (BIDU) announce about its stock exchange listings?

Baidu announced board approval to pursue a dual-primary listing on the Hong Kong Stock Exchange while remaining listed on the Nasdaq Global Select Market. Management is authorized to complete the necessary procedures for this Primary Conversion.

When is Baidu’s (BIDU) dual-primary listing conversion expected to take effect?

The Primary Conversion is expected to become effective within this year. Its implementation is conditional on market conditions and on obtaining the necessary regulatory approvals from relevant authorities.

What happens to Baidu’s ADSs and Class A shares after the Primary Conversion?

After the Primary Conversion, Baidu’s Class A ordinary shares and American depositary shares (ADSs) will continue to trade on both exchanges and remain mutually fungible, meaning investors can move between ADSs and Hong Kong-listed shares.

What is the share ratio for Baidu’s (BIDU) American depositary shares?

Each Baidu American depositary share represents eight Class A ordinary shares. This fixed ratio determines how many underlying Hong Kong- or Cayman-incorporated Class A shares correspond to a single U.S.-listed ADS.

What voting rights structure does Baidu (BIDU) use for its shares?

Baidu operates under a weighted voting rights structure, where each Class A ordinary share carries 1 vote and each Class B ordinary share carries 10 votes on matters submitted to shareholder meetings.

Does Baidu’s dual-primary listing announcement include an offer to sell new securities?

No. The company states the announcement is for information purposes only and does not constitute any invitation or offer to acquire, purchase or subscribe for its securities.
 
 

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 July 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
99.2    Voluntary Announcement—Baidu to Pursue Voluntary Conversion to Dual-Primary Listing on The Main Board of The Stock Exchange of Hong Kong Limited


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: July 16, 2026

Exhibit 99.1

Baidu to Pursue Voluntary Conversion to Dual-Primary Listing on The Main Board of The Stock Exchange of Hong Kong Limited

Beijing, July 16, 2026 — Baidu, Inc. (“Baidu” or the “Company”) (Nasdaq: BIDU; HKEX: 9888 (HKD Counter) and 89888 (RMB Counter)), a leading AI company with strong Internet foundation, today announced that the board of directors of the Company (the “Board”) approved a motion to pursue the voluntary conversion to dual-primary listing (the “Primary Conversion”) on the Main Board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”). The Primary Conversion is expected to become effective within this year. The Board also authorized the Company’s management to proceed with the relevant preparatory work and undertake the necessary procedures to complete the Primary Conversion.

After the Primary Conversion, the Company will become a dual-primary listed company on the Main Board of the Hong Kong Stock Exchange and the Nasdaq Global Select Market, and its Class A ordinary shares and American depositary shares will continue to be traded on both stock exchanges (as the case may be) and remain mutually fungible. The Company believes that the dual-primary listing, once effective, will enhance the liquidity of its securities, broaden its investor base and provide greater flexibility in accessing both capital markets.

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

 

1


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.

Contacts

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.

 

LOGO

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))

VOLUNTARY ANNOUNCEMENT

BAIDU TO PURSUE VOLUNTARY CONVERSION TO

DUAL-PRIMARY LISTING ON THE MAIN BOARD OF

THE STOCK EXCHANGE OF HONG KONG LIMITED

Baidu, Inc. (“Baidu” or the “Company”) today announced that the board of directors of the Company (the “Board”) approved a motion to pursue the voluntary conversion to dual-primary listing (the “Primary Conversion”) on The Main Board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) pursuant to the Hong Kong Stock Exchange’s guidance letter HKEX-GL112-22. The Primary Conversion is expected to become effective within this year. The Board also authorized the Company’s management to proceed with the relevant preparatory work and undertake the necessary procedures to complete the Primary Conversion. After the Primary Conversion, the Company will become a dual-primary listed company on The Main Board of the Hong Kong Stock Exchange and The Nasdaq Global Select Market, and its Class A ordinary shares and American depositary shares will continue to be traded on both stock exchanges (as the case may be) and remain mutually fungible.

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.

 

By order of the Board
Baidu, Inc.
Mr. Robin Yanhong Li
Chairman of the Board
and Chief Executive Officer

Hong Kong, July 16, 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