Baidu (NASDAQ: BIDU) shifts Hong Kong shares to dual-primary status
Rhea-AI Filing Summary
Baidu, Inc. (BIDU) reports that its voluntary conversion of its Hong Kong listing from secondary to primary status will become effective on September 1, 2026. From that date Baidu will be dual-primary listed on the Main Board of the Hong Kong Stock Exchange and the Nasdaq Global Select Market.
The conversion involves no issuance of new shares or fundraising. The stock marker “S” will be removed from Baidu’s HKEX stock short names for both the HKD (9888) and RMB (89888) counters on the same date. One Baidu ADS will continue to represent eight Class A ordinary shares.
After the Effective Date, Baidu must comply with all Hong Kong Listing Rules applicable to dual-primary issuers, and a series of previous waivers will lapse. Baidu has obtained new targeted waivers, including for use of U.S. GAAP financial statements, joint company secretary qualifications, disclosure of a minor weighted voting rights beneficiary, treatment of VIE-related Contractual Arrangements as continuing connected transactions without annual caps, option pricing for ADS-settled awards, and certain Model Code requirements to accommodate a Rule 10b5‑1 trading plan of the CEO’s spouse.
Positive
- None.
Negative
- None.
Filing Explained
By September 1, Baidu enters dual-primary Hong Kong compliance, with continuing waivers setting its VIE, reporting, and insider-plan mechanics.
The Form 6-K, an interim report used by a foreign private issuer to furnish material home-market information, confirms that shareholders approved Baidu’s conversion at the extraordinary general meeting on
When effective, Baidu must comply with the Hong Kong Listing Rules for dual-primary issuers, while earlier secondary-listing waivers lapse; the filing says failure to demonstrate compliance could constitute a breach and lead to Hong Kong Stock Exchange disciplinary or remedial action.
For Baidu’s contractual arrangements with consolidated affiliated entities, the granted waiver permits continuation without a fixed term or annual monetary cap, while changes still require specified independent approvals and the arrangements remain subject to periodic reporting.
The waiver concerning the other weighted-voting-rights beneficiary is bounded by its disclosed position of 100,320 Class B shares and less than
The Hong Kong Stock Exchange also granted a waiver for the CEO’s spouse’s Rule 10b5-1 plan, entered on
Key Figures
Key Terms
dual-primary listed regulatory
weighted voting rights regulatory
Contractual Arrangements regulatory
consolidated affiliated entities regulatory
U.S. GAAP financial
Model Code regulatory
FAQ
What change in listing status is Baidu (BIDU) implementing on HKEX?
When does Baidu’s dual-primary listing on HKEX and Nasdaq become effective?
How large is the Other WVR Beneficiary’s stake in Baidu’s voting rights?
Will Baidu continue to report under U.S. GAAP after becoming dual-primary listed?
What are Baidu’s Contractual Arrangements and how are they treated under HK rules?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 |
Description | |
| 3.1 | Sixth Amended and Restated Memorandum and Articles of Association of Baidu, Inc. | |
| 99.1 | Press Release—Baidu Provides Update on Voluntary Conversion to Dual-Primary Listing on the Main Board of the Hong Kong Stock Exchange | |
| 99.2 | Announcement with the Stock Exchange of Hong Kong Limited––Voluntary Conversion to Dual Primary Listing on the Hong Kong Stock Exchange | |
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 27, 2026
Exhibit 99.1
Baidu Provides Update on Voluntary Conversion to Dual-Primary Listing on the Main Board of the Hong Kong Stock Exchange
BEIJING, China, August 26, 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 Company’s voluntary conversion of its secondary listing status to primary listing on the Main Board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) will become effective on September 1, 2026 (the “Effective Date”).
Upon the Effective Date, Baidu will become a dual-primary listed company on the Hong Kong Stock Exchange in Hong Kong SAR and the Nasdaq Global Select Market in the United States. The conversion does not involve any issuance of new shares or fundraising activities by the Company. The stock marker “S” will be removed from the Company’s stock short names for both the HKD and RMB counters on the Hong Kong Stock Exchange with effect from September 1, 2026 following the conversion. The Company’s corresponding announcement on the Hong Kong Stock Exchange is available on the Company’s website at https://ir.baidu.com/.
Upon the Effective Date, the Company will be required to comply with all the relevant Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) applicable to a dual-primary listed issuer. The Company has taken the necessary measures to comply with the Hong Kong Listing Rules applicable to a dual-primary listed issuer upon the Effective Date, including changing the composition of its Audit Committee and Nominating and Corporate Governance Committee and obtaining the necessary shareholder approvals for the conversion at the extraordinary general meeting of the Company held on August 26, 2026.
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.
SOURCE Baidu, Inc.
Investor Relations, Baidu, Inc., Tel: +86-10-5992-8888, Email: ir@baidu.com
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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))
VOLUNTARY CONVERSION TO DUAL PRIMARY LISTING ON THE HONG KONG STOCK EXCHANGE
Reference is made to the announcements of the Company dated July 16, 2026 and July 22, 2026 (the “First Conversion Announcement”) and the circular of the Company dated July 27, 2026 in relation to, among other things, the Primary Conversion and the announcement of the Company dated August 26, 2026 in relation to the poll results of the extraordinary general meeting held by the Company on August 26, 2026.
This announcement is made pursuant to paragraph 22(c) of Guidance Letter HKEX-GL112-22. Unless otherwise defined herein, capitalized terms in this announcement shall have the same meanings as defined in the First Conversion Announcement.
| 1. | CONVERSION TO DUAL PRIMARY LISTING |
The Board is pleased to announce that the Company’s voluntary conversion of its secondary listing status to primary listing on the Hong Kong Stock Exchange will become effective on September 1, 2026. The Company will become dual primary listed on the Hong Kong Stock Exchange and Nasdaq on the Effective Date. The stock marker “S” will be removed from its stock short names for both HKD and RMB counters on the Hong Kong Stock Exchange with effect from September 1, 2026 following the Primary Conversion.
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| 2. | OBLIGATION OF THE COMPANY TO COMPLY WITH APPLICABLE HONG KONG LISTING RULES |
Upon the Effective Date, the Company is required to comply with all the relevant Hong Kong Listing Rules applicable to a dual-primary listed issuer, including the Hong Kong Listing Rules subject to the waivers and exemptions granted or applicable to the Company as a secondary listed issuer on the Hong Kong Stock Exchange (“Existing Waivers”) which will be withdrawn or will no longer be applicable upon the Effective Date. Such Existing Waivers that will lapse upon the Effective Date include, among others, the following specific waivers granted by the Hong Kong Stock Exchange, exemption and ruling granted by the Securities and Futures Commission of Hong Kong, on an individual basis:
| Rules |
Subject matter | |
| Rule 2.07A of the Hong Kong Listing Rules | Printed corporate communications | |
| Rule 13.25B of the Hong Kong Listing Rules | Monthly return | |
| Rule 19C.07(3)(Note) and Paragraph 4(2) of Appendix A1 to the Hong Kong Listing Rules | Shareholder protection requirements in relation to approval, removal and remuneration of auditors, and appointment of director to fill a casual vacancy on or as an addition to the Board | |
| Paragraph 41(4) and 45 of Appendix 1A to and Practice Note 5 of the Hong Kong Listing Rules | Disclosure of interests information | |
| Rule 8A.39 of the Hong Kong Listing Rules | Disclosure of ultimate beneficial owners of Integrity Partners V, LLC (“Other WVR Beneficiary”) | |
| Section 4.1 of the Introduction to the Takeovers Code | Not a public company in Hong Kong under the Takeovers Code | |
| Part XV of the SFO | Disclosure of interests under Part XV of SFO | |
| Note: | Rule 19C.07(3) of the Hong Kong Listing Rules has been repealed and replaced by paragraph 17 of Appendix A1 to the Hong Kong Listing Rules, which became effective from January 1, 2022. |
Details of the aforementioned Existing Waivers are set out in the company information sheet of the Company dated June 27, 2023.
The Company has taken necessary measures to comply with the Hong Kong Listing Rules applicable to a dual-primary listed issuer upon the Effective Date, including changing the compositions of the Audit Committee and the Nominating and Corporate Governance Committee and obtaining the necessary Shareholders’ approval in respect of the Primary Conversion at the EGM. In the event the Company is unable to demonstrate full compliance with an applicable Hong Kong Listing Rule in time (where no waiver has been granted by the Hong Kong Stock Exchange) upon the Effective Date, the Company would be in potential breach of the Hong Kong Listing Rules, and would potentially be subject to, depending on the nature and seriousness of the possible breach and the circumstances and the manner in which the conduct is giving rise to such possible breach, disciplinary action by the Hong Kong Stock Exchange. The Company may also be directed to carry out possible remedial and enhancement actions such as internal control review and directors’ training on regulatory and legal topics including compliance with the Hong Kong Listing Rules.
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| 2.1 | Applications for Waivers in Connection with the Primary Conversion |
In connection with the Primary Conversion, the Company has sought, and the Hong Kong Stock Exchange has granted, the following waivers from strict compliance with the relevant provisions of the Hong Kong Listing Rules:
| Rules |
Subject matter | |
| Rules 3.28 and 8.17 of the Hong Kong Listing Rules | Joint company secretaries | |
| Rule 8A.39 of the Hong Kong Listing Rules | Disclosure of ultimate beneficial owner of the Other WVR Beneficiary | |
| Rules 14A.36, 14A.52 and 14A.53 of the Hong Kong Listing Rules | Continuing connected transaction requirements applicable to the Contractual Arrangements | |
| Rule 17.03E of the Hong Kong Listing Rules | Exercise price of share options to be granted pursuant to the Plan | |
| Rule 19.25A of, and note 2.1 to paragraph 2 of Appendix D2 to, the Hong Kong Listing Rules | Use of U.S. GAAP | |
| Rules A.1, A.3(a) and B.8 of Appendix C3 of the Hong Kong Listing Rules (Model Code) | Securities transactions by a spouse of a Director | |
| (a) | Joint Company Secretaries |
Requirements under the Hong Kong Listing Rules
Pursuant to Rules 3.28 and 8.17 of the Hong Kong Listing Rules, the company secretary must be an individual who, by virtue of their academic or professional qualifications or relevant experience, is, in the opinion of the Hong Kong Stock Exchange, capable of discharging the functions of company secretary.
Reasons for applying for the waiver
| • | The Company has appointed, with effect from the Effective Date, Ms. Wong Mei (“Ms. Wong”) of Computershare Hong Kong Investor Services Limited (“Computershare”) and Ms. Lin Juan (“Ms. Lin”), Head of Investor Relations and Board Secretary of the Company, as joint company secretaries with effect from the Effective Date. |
| • | Ms. Wong currently serves as Assistant Manager of Entity Solutions at Computershare. Ms. Wong has over 8 years of work experience in the field of corporate secretarial and regulatory compliance services. Before joining Computershare, Ms. Wong worked at various professional services firms, where she provided company secretarial services to clients worldwide, including companies listed in Hong Kong. She has extensive experience in listed company compliance, board and committee support, as well as a wide range of regulatory and corporate governance matters. Ms. Wong obtained a Bachelor of Arts (Honours) degree in marketing management from Edinburgh Napier University, the United Kingdom and a Master of Science degree in Corporate Governance and Compliance from Hong Kong Baptist University. She is an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom. As at the date of this announcement, Ms. Wong does not have any named company secretary appointments for listed issuers. |
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| • | Ms. Lin has over 20 years of experience in corporate governance, listed company matters, capital markets and equity research covering the technology, media and telecommunications (“TMT”) sector. Ms. Lin joined the Company in September 2019. She has been closely involved in matters relating to the Board and its committees, regulatory compliance and capital markets projects. Through these roles, she has developed an in-depth understanding of the Company’s business operations, management systems and corporate governance framework. She has also led the Company’s engagement with investors and other capital markets participants and has extensive experience in listed company compliance and capital markets communications. Prior to joining the Company, Ms. Lin worked at 86Research from 2014, where she served as Vice President and Head of China, as well as a Senior Equity Research Analyst focusing on China’s TMT sector. Before joining 86Research, she worked at Monitor Group (now Monitor Deloitte). Ms. Lin received a Master of Engineering degree in Electrical and Electronic Engineering from Imperial College London. |
| • | The Company’s principal business activities are outside Hong Kong. There are practical difficulties finding persons who possess Ms. Lin’s day-to-day knowledge of the Company’s affairs while also having the academic and professional qualifications required. |
| • | The Company believes that Ms. Lin, by virtue of her knowledge and past experience in handling corporate administrative matters of the Company, is capable of discharging the functions of a joint company secretary. Further, the Company believes that it would be in the best interests of the Company and the corporate governance of the Group to have as its joint company secretary a person such as Ms. Lin, who is an employee of the Company and who has day-to-day knowledge of the Company’s affairs. Ms. Lin has the necessary nexus to the Board and close working relationship with management of the Company in order to perform the function of a joint company secretary and to take the necessary actions in the most effective and efficient manner. |
| • | Ms. Wong will work closely with and provide assistance to Ms. Lin in the discharge of their duties as joint company secretaries. |
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Waiver application
Accordingly, the Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rules 3.28 and 8.17 of the Hong Kong Listing Rules for a three-year period from the Effective Date, in respect of the appointment of Ms. Lin as a joint company secretary of the Company, subject to the conditions that (i) Ms. Lin must be assisted by Ms. Wong (being a person who possesses the qualifications or experience as required under Rule 3.28 of the Hong Kong Listing Rules and is appointed as a joint company secretary) throughout the three-year period, and (ii) the waiver can be revoked if there are material breaches of the Hong Kong Listing Rules by the Company.
| (b) | Disclosure of Ultimate Beneficial Owner(s) of the Other WVR Beneficiary |
Requirements under the Hong Kong Listing Rules
Rule 8A.39 of the Hong Kong Listing Rules provides that an issuer with a weighted voting rights (“WVR”) structure must identify the beneficiaries of weighted voting rights in its interim and annual reports.
Reasons for applying for the waiver
As disclosed in the Form 20-F of the Company for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission of the United States of America (the “SEC”) on March 17, 2026, the WVR beneficiaries of the Company include Mr. Robin Yanhong Li, the chairman and chief executive officer of the Company, Ms. Melissa Ma (“Ms. Ma”), the spouse of Mr. Li, and the Other WVR Beneficiary, which is affiliated with an early stage investor that invested in our Company before its U.S. IPO in 2005. To the knowledge of the Company, the Other WVR Beneficiary held 100,320 Class B ordinary shares of the Company and was not a record shareholder of any Class A ordinary shares of the Company (the “Class A Ordinary Shares”) as at January 31, 2026.
To the best knowledge of the Company, the Other WVR Beneficiary and its ultimate beneficial owner(s) are independent third parties of our Company and are not core connected persons of our Company, and the ultimate beneficial owner(s) of the Other WVR Beneficiary do not have a role in our business and operations.
The Company has applied for, and the Hong Kong Stock Exchange has granted, the continuation of waiver from strict compliance with the requirements in Rule 8A.39 of the Hong Kong Listing Rules in relation to disclosure of the ultimate beneficial owner(s) of the Other WVR Beneficiary in its future interim and annual reports on the following grounds:
| (i) | Voting rights controlled by the Other WVR Beneficiary are immaterial. |
As at the date of this announcement, the Other WVR Beneficiary controls less than 0.1% of our voting rights. We undertake that we will not issue additional Class B ordinary shares to the Other WVR Beneficiary in the future.
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| (ii) | No consent to disclosure has been obtained. |
As at the date of this announcement, no consent for disclosure of ultimate beneficial ownership has been received from the Other WVR Beneficiary.
| (iii) | Risk of breach of the Data Protection Act (As Revised) of the Cayman Islands. |
As disclosed in the Prospectus, our adviser as to Cayman Islands law has advised us that there is a risk that disclosure of the ultimate beneficial owner(s) of the Other WVR Beneficiary without its consent would be in breach of the Data Protection Act (As Revised) of the Cayman Islands, the breach of which may lead to remedial action by the relevant Cayman Islands regulator (the Ombudsman), the imposition of penalties, and criminal sanctions.
| (iv) | The Other WVR Beneficiary is affiliated with an early stage investor of the Company. |
The early stage investor invested in our Company before its initial public offering and listing on Nasdaq in 2005, which dates back to more than two decades ago.
| (v) | No specific disclosure of ultimate beneficial owner(s) in U.S. filings and the Prospectus. |
We have had a long history of listing on Nasdaq, and we have consistently disclosed details of our principal shareholders (being holders known to us to own beneficially more than 5% of our total outstanding shares determined in accordance with the rules and regulations of the SEC) pursuant to applicable U.S. securities laws. Our annual reports on Form 20-F filed after our initial public offering and listing on Nasdaq in 2005 and the Prospectus did not disclose the ultimate beneficial owner(s) of the Other WVR Beneficiary.
| (vi) | Interests of investing public not prejudiced. |
The exclusion of the ultimate beneficial owner(s) of the Other WVR Beneficiary from the Company’s future interim and annual reports, especially given its immaterial shareholding, would not prejudice the interests of the investing public. The Company expects to include in its future interim and annual reports alternative disclosure relating to the Other WVR Beneficiary, including its name, its shareholding, that it is affiliated with an early stage investor of the Company that invested in the Company before its U.S. IPO in 2005, and that its ultimate beneficial owner(s) are independent third parties of and not core connected persons of the Company and the ultimate beneficial owner(s) of the Other WVR Beneficiary do not have a role in the Company’s business and operations to the best knowledge of the Company.
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| (c) | Continuing Connected Transaction Requirements Applicable to the Contractual Arrangements |
Due to the PRC legal restrictions on foreign investment in, among other areas, internet content services, value-added telecommunication-based services, internet map services, online audio and video services and mobile application distribution businesses (the “Relevant Business”), the Company conducts the Relevant Business in Chinese mainland through its consolidated affiliated entities (all the consolidated affiliated entities of the Company, the “Consolidated Affiliated Entities”).
The Company has entered into a series of contractual arrangements with the Consolidated Affiliated Entities and the nominee shareholders of the Consolidated Affiliated Entities (all the contractual arrangements entered into by the Company, the “Contractual Arrangements”). The following chart illustrates the Company’s simplified organizational structure, including its principal subsidiaries and consolidated affiliated entities as of the date of this announcement:
Notes:
| (1) | Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”) is 99.5% owned by Mr. Robin Yanhong Li, our chairman and chief executive officer, and 0.5% owned by Ms. Shanshan Cui, one of our employees. |
| (2) | Beijing Perusal Technology Co., Ltd. (“Beijing Perusal”) is 50% owned by Ms. Shanshan Cui and 50% owned by Mr. Zhixiang Liang. Ms. Shanshan Cui is our subsidiaries’ director, supervisor, manager and our employee. Mr. Zhixiang Liang is our subsidiaries’ director, supervisor, manager, legal representative and our employee. Their respective beneficial ownership in our Company is less than 1% of our total issued and outstanding shares. |
| (3) | Mr. Xiaohua Geng, a senior vice president of our subsidiary, holds 99% of the equity interests in Beijing iQIYI Science & Technology Co., Ltd. (“Beijing iQIYI”) and Yangshipin Integrated Media Development Co., Ltd., a third-party minority shareholder, holds 1% of the equity interests in Beijing iQIYI. |
| (4) | Baidu Holdings Limited indirectly controls Beijing Duyou Information Technology Co., Ltd through its wholly owned subsidiaries. |
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For a summary of the material terms of the Contractual Arrangements relating to Baidu Netcom, Beijing Perusal and Beijing iQIYI, please refer to the section headed “Contractual Arrangements with the Variable Interest Entities and Other Consolidated Affiliated Entities and their Shareholders” in our annual report. The Company also entered into similar Contractual Arrangements with several other Consolidated Affiliated Entities and their respective nominee shareholders, including iQIYI’s other Consolidated Affiliated Entities and their respective registered shareholders, through some of the Company’s subsidiaries other than Baidu Online Network Technology (Beijing) Co., Ltd. and Beijing QIYI Century Science & Technology Co., Ltd, which result in the Company/ iQIYI or relevant subsidiaries, as the case may be, being the primary beneficiaries of the relevant Consolidated Affiliated Entities. As a result of these Contractual Arrangements, the Company consolidates these other Consolidated Affiliated Entities through the subsidiaries of the Company. In addition, the Company has entered into similar Contractual Arrangements with Consolidated Affiliated Entities and their shareholders in certain other jurisdictions.
Reasons for applying for the waiver
The Contractual Arrangements were entered into/contemplated to be entered into before the Company became secondary listed on the Hong Kong Stock Exchange based on business development needs. Through the Contractual Arrangements, the Company would gain effective control over, and have the right to receive the economic benefits generated by the Consolidated Affiliated Entities. Accordingly, the Contractual Arrangements have been designed to ensure that there will be no fixed period of the contractual arrangements, and no limit on the amount of fees payable to the Group under the contractual arrangements. Therefore, there will be no fixed period or monetary cap on any agreements under the Contractual Arrangements.
The Board is of the view that the Contractual Arrangements and the transactions contemplated therein are fundamental to the Group’s legal structure and business operations. Under this structure, the financial results of the Consolidated Affiliated Entities will be consolidated into the Company’s financial statements as if they were the Company’s subsidiaries, and the economic benefits of their business flows to the Group, therefore the Company believes that it will not be in the interest of the Company and its Shareholders to set any annual cap on the amount of fees payable to the Group under the Contractual Arrangements. Accordingly, notwithstanding that the transactions contemplated under the Contractual Arrangements and any new transactions, contracts and agreements or renewal of existing transactions, contracts and agreements to be entered into, among others, by any of the Consolidated Affiliated Entities and any member of the Group from time to time (including the Consolidated Affiliated Entities) (the “New Intergroup Agreements”) technically constitute continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules upon the Effective Date, it would be unduly burdensome and impracticable to the Company if such transactions are subject to strict compliance with the requirements set out under Chapter 14A of the Hong Kong Listing Rules, including, among others, the independent Shareholders’ approval requirement under Rule 14A.36 of the Hong Kong Listing Rules.
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The Contractual Arrangements have been and will be entered into in the ordinary and usual course of business of the Group on normal commercial terms, on terms that are fair and reasonable, and in the interests of the Company and its Shareholders as a whole. It is normal business practice for the Contractual Arrangements to be of a term greater than three years. Gram Capital Limited has been appointed as the independent financial adviser to advise the Company.
Gram Capital Limited is also of the view that in relation to the Contractual Arrangements, it is normal business practice for agreements of this type to be of a duration exceeding three years based on all the matters set out above, including in particular: (a) the necessity of the Contractual Arrangements for the Group; (b) the fact that as the contractual arrangement structure thereunder is a long-term arrangement, it would be unduly burdensome and impracticable, and would add unnecessary administration costs, for the Company to renew the Contractual Arrangements at least every three years; and (c) the fact that the duration of similar arrangements of other issuers on the Hong Kong Stock Exchange identified and reviewed by Gram Capital Limited are indefinite until termination or indefinite in practice.
Furthermore, Gram Capital Limited is of the view that the Contractual Arrangements are conducted in the ordinary and usual course of business, on terms that are normal commercial terms and are fair and reasonable, and in the interest of the Company and its Shareholders as a whole.
Hong Kong Listing Rules implications and waiver application
The highest applicable percentage ratios under the Hong Kong Listing Rules in respect of the transactions associated with the Contractual Arrangements are expected to be more than 5%. As such, these transactions will be subject to the reporting, annual review, announcement, circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.
In respect of the Contractual Arrangements and the New Intergroup Agreements, the Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with (i) the circular and independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules in respect of the transactions contemplated under the Contractual Arrangements, (ii) the requirement of setting an annual cap for the transactions under the Contractual Arrangements under Rule 14A.53 of the Hong Kong Listing Rules, and (iii) the requirement to set a fixed period of the Contractual Arrangements under Rule 14A.52 of the Hong Kong Listing Rules (collectively, the “Applicable Requirements”), for so long as the Shares of the Company are listed on the Hong Kong Stock Exchange, subject, however, to the following conditions:
| (i) | No change without independent non-executive Directors’ and independent Shareholders’ approval |
No change to the Contractual Arrangements will be made without the approval of the independent non-executive Directors and the independent Shareholders’ approval, save as described in the paragraph headed “Renewal and reproduction” below. Once independent Shareholders’ approval of any change has been obtained, no further announcement or approval of the independent Shareholders will be required under Chapter 14A of the Hong Kong Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the Contractual Arrangements in the annual reports of the Company (as set out in the paragraph headed “Ongoing reporting and approvals” below) will, however, continue to be applicable.
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| (ii) | Economic benefits flexibility |
The Contractual Arrangements shall continue to enable the Group to receive substantially the economic benefits derived by the Consolidated Affiliated Entities through (i) the Group’s option to acquire, all or part of the entire equity interests in the Consolidated Affiliated Entities, and the purchase price shall be the cost of the initial contributions to the registered capital or, if the applicable PRC laws require appraisal of the purchased equity interest or other restrictions on the purchase price at the time that the option is exercised, the minimum amount of consideration permitted by applicable laws, (ii) the business structure under which the profit generated by the Consolidated Affiliated Entities is substantially retained by the Group, and (iii) the Group’s right to control the management and operation of, as well as, in substance, all of the voting rights of the shares of the Consolidated Affiliated Entities held by the nominee shareholders.
| (iii) | Renewal and reproduction |
On the basis that the Contractual Arrangements provide an acceptable framework for the relationship between the Company and its subsidiaries in which the Company has direct shareholding, on the one hand, and the Consolidated Affiliated Entities, on the other hand, that framework may be renewed and/or reproduced without being in strict compliance with the Applicable Requirements (i) upon the expiry of the existing arrangements, (ii) in connection with any changes to the shareholders or directors of, or of their shareholdings in, the Consolidated Affiliated Entities, or (iii) in relation to any existing or newly established or acquired wholly foreign-owned enterprise (or foreign-controlled joint venture) or operating company (including branch company) engaging in a business similar or relating to those of the Group which the Group might wish to establish when justified by business expediency, on substantially the same terms and conditions as the existing Contractual Arrangements. The directors, chief executive or substantial shareholders of any existing or newly established or acquired wholly foreign-owned enterprise (or foreign-controlled joint venture) or operating company (including branch company) engaging in a business similar or relating to those of the Group which the Group may establish will, upon renewal and/or reproduction of the Contractual Arrangements, however, be treated as connected persons of the Company and transactions between these connected persons and the Group other than those under similar Contractual Arrangements shall comply with Chapter 14A of the Hong Kong Listing Rules. This condition is subject to relevant PRC laws, regulations and approvals.
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| (iv) | Ongoing reporting and approvals |
The Company will disclose details relating to the Contractual Arrangements on an on-going basis as follows:
| • | The Contractual Arrangements in place during each financial reporting period will be disclosed in the Company’s annual report and accounts in accordance with Rule 14A.49 of the Hong Kong Listing Rules. |
| • | The independent non-executive Directors will review the Contractual Arrangements annually and confirm in the Company’s annual report and accounts for the relevant year pursuant to Rule 14A.55 of the Hong Kong Listing Rules that (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the Contractual Arrangements, (ii) no dividends or other distributions have been made by the Consolidated Affiliated Entities to the holders of their equity interests which are not otherwise subsequently assigned or transferred to the Group, and (iii) any new contracts entered into, renewed or reproduced between the Group and Consolidated Affiliated Entities during the relevant financial period under the paragraph headed “Renewal and reproduction” above are fair and reasonable, or advantageous to the Shareholders, so far as the Group is concerned and in the interests of the Company and the Shareholders as a whole. |
| • | The Company’s auditor will carry out review procedures annually on the transactions pursuant to Rule 14A.56 of the Hong Kong Listing Rules, pursuant to the Contractual Arrangements, and will provide a letter to the Directors confirming that the transactions have received the approval of the Directors, have been entered into in accordance with the relevant Contractual Arrangements, and that no dividends or other distributions have been made by the Consolidated Affiliated Entities to the holders of their equity interests which are not otherwise subsequently assigned or transferred to the Group. |
| • | For the purpose of Chapter 14A of the Hong Kong Listing Rules, and in particular the definition of “connected person”, the Consolidated Affiliated Entities will be treated as the Company’s subsidiaries, and at the same time, the directors, chief executives or substantial shareholders of the Consolidated Affiliated Entities and their respective associates will be treated as connected persons of the Company (excluding, for this purpose, the Consolidated Affiliated Entities), and transactions between these connected persons and the Group (including, for this purpose, the Consolidated Affiliated Entities), other than those under the Contractual Arrangements, will be subject to requirements under Chapter 14A of the Hong Kong Listing Rules. |
| • | The Consolidated Affiliated Entities will undertake that, for so long as the Shares of the Company are listed on the Hong Kong Stock Exchange, the Consolidated Affiliated Entities will provide the Group’s management and the Company’s auditor full access to its relevant records for the purpose of the Company’s auditor’s review of the connected transactions. |
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| (d) | Exercise Price of Options to be Granted Pursuant to the Plan |
Requirements under the Hong Kong Listing Rules
Note (1) to Rule 17.03(9) and Rule 17.03E of the Hong Kong Listing Rules state that the exercise price of an option must be at least the higher of: (i) the closing price of the securities as stated in the Hong Kong Stock Exchange’s daily quotations sheet on the date of grant, which must be a business day; and (ii) the average closing price of the securities as stated in the Hong Kong Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant.
Reasons for applying for the waiver and its scopes
In connection with the Primary Conversion, the Company has adopted the 2026 Share Incentive Plan to comply with Chapter 17 of the Hong Kong Listing Rules and intends to continue to grant, among others, options thereunder exercisable into ADSs after the Effective Date.
The Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rule 17.03E of the Hong Kong Listing Rules such that the Company may determine the exercise price of options granted under the Plan which are exercisable into ADSs based on the higher of: (i) the per-share closing price of the Company’s ADSs on Nasdaq on the date of grant, which must be a Nasdaq trading day; and (ii) the average per-share closing price of the Company’s ADSs on Nasdaq for the five Nasdaq trading days immediately preceding the date of grant. This waiver is applied on the basis that:
| (i) | the method for determining the exercise price of options will be based on the market price of the Company’s ADSs and will substantially replicate the requirement in Rule 17.03E of the Hong Kong Listing Rules; |
| (ii) | it has been the Company’s practice to issue options exercisable into ADSs with exercise prices denominated in U.S. dollars, and the Company may continue to grant options under the Plan with exercise prices based on the market price of the Company’s ADSs which are denominated in U.S. dollars after the Effective Date; |
| (iii) | changing the method of determining the exercise price of options may cause confusion to the grantees; and |
| (iv) | the grant of options exercisable into ADSs with exercise prices determined with reference to the closing price of the Company’s ADSs on Nasdaq (which are denominated in U.S. dollars) would better reflect the market price for the underlying securities subject to the grant. |
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| (e) | Use of U.S. GAAP |
Requirements under the Hong Kong Listing Rules
Note 2.1 to Paragraph 2 of Appendix D2 to the Hong Kong Listing Rules requires the Company to prepare its financial statements in financial reports to be in conformity with:
(a) Hong Kong Financial Reporting Standards (“HKFRS”); (b) International Financial Reporting Standards (“IFRS”); or (c) China Accounting Standards for Business Enterprises in the case of companies incorporated in China, subject to Note 2.6 to Paragraph 2 of Appendix D2 to the Hong Kong Listing Rules. Note 2.6 to Paragraph 2 of Appendix D2 to the Hong Kong Listing Rules provides that the Hong Kong Stock Exchange may allow the annual financial statements of an overseas issuer to be drawn up otherwise than in conformity with financial reporting standards referred to in Note 2.1 to Paragraph 2 of Appendix D2 to the Hong Kong Listing Rules.
Rule 19.25A of the Hong Kong Listing Rules provides that the annual accounts are required to conform with financial reporting standards acceptable to the Hong Kong Stock Exchange, which are normally HKFRS or IFRS. Where the Hong Kong Stock Exchange allows annual accounts to be drawn up otherwise than in conformity with HKFRS or IFRS, the annual accounts will be required to conform with financial reporting standards acceptable to the Hong Kong Stock Exchange. In such cases the Hong Kong Stock Exchange will normally require the annual accounts to contain a reconciliation statement setting out the financial effect of the material differences (if any) from either HKFRS or IFRS.
In Guidance Letter HKEX-GL111-22 (“GL111-22”), the Hong Kong Stock Exchange has indicated that it has accepted that the financial statements of overseas issuers with, or seeking, a dual-primary or secondary listing in the United States and on the Hong Kong Stock Exchange can be prepared in conformity with U.S. GAAP. GL111-22 further provides that, an overseas issuer adopting a body of financial reporting standards other than HKFRS or IFRS for the preparation of its financial statements must include a reconciliation statement setting out the financial effect of any material differences between those financial statements and financial statements prepared using HKFRS or IFRS in its annual/interim reports.
Reasons for applying for the waiver
As a company primary listed on Nasdaq, the Company uses Generally Accepted Accounting Principles in the U.S. (the “U.S. GAAP”), and the corresponding auditing standards for the filing of its financial statements with the SEC as determined by the United States Public Company Accounting Oversight Board. Upon the Effective Date, the Company will continue to use the U.S. GAAP to prepare its financial statements.
U.S. GAAP is well recognized and accepted by the global investment community, and significant progress has been made in the convergence between U.S. GAAP and IFRS.
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Additionally, we note that it might lead to confusion among the Company’s investors and Shareholders if the Company was required to adopt different accounting standards for its disclosures in Hong Kong from those in the U.S. Aligning the accounting standards used for disclosures in both markets will alleviate any such confusion.
Conditions for granting the waiver and its scope
The Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with the requirements under Rule 19.25A of, and Note 2.1 to Paragraph 2 of Appendix D2 to, the Hong Kong Listing Rules in respect of its financial statements, subject to the conditions that:
| (i) | the Company will comply with the conditions set out in Rule 19.25A of the Hong Kong Listing Rules, GL111-22 and Chapter 3.11 of the Guide for New Listing Applicants including (a) a description of the relevant key differences between U.S. GAAP and IFRS and (b) a reconciliation statement showing the financial effects of any material difference between the financial statements during the reporting period prepared using U.S. GAAP and IFRS in its interim and annual reports after the Primary Conversion. For the avoidance of doubt, any reconciliation statement included in the Company’s interim report will be required to be reviewed by the Audit Committee; and |
| (ii) | this waiver, if granted, will not be applied generally and will be based on the specific circumstances of the Company. |
| (f) | Securities Transactions by a Spouse of a Director |
Requirements under the Hong Kong Listing Rules
Rule A.1 of the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix C3 to the Hong Kong Listing Rules prohibits a director of a listed issuer from dealing in any securities of the listed issuer when he is in possession of inside information in relation to those securities.
Rule A.3(a) of the Model Code prohibits a director of a listed issuer from dealing in any securities of the listed issuer during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results, and during the period of 30 days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.
Rule A.6 further provides that the restrictions on dealings by a director contained in the Model Code will be regarded as equally applicable to any dealings by the director’s spouse or by or on behalf of any minor child (natural or adopted) and any other dealings in which for the purposes of Part XV of the Securities and Futures Ordinance he is or is to be treated as interested (together, the “Related Parties”).
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Rule B.8 of the Model Code requires a director of a listed issuer, before he deals in any securities of the listed issuer, to notify in writing the chairman of the board or a designated director and receive a dated written acknowledgement.
Reasons for applying for the waiver
The Class A Ordinary Shares have been listed on the Hong Kong Stock Exchange since March 2021, and its ADS(s) have been listed on the Nasdaq since August 2005. As such, the Company is subject to securities laws and listing rules of two markets, including, but not limited to, the requirements under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) and the requirements of the listing rules of the Hong Kong Stock Exchange and Nasdaq.
For a company whose securities are listed and traded in the U.S., we note that it is a common practice for substantial shareholders and corporate insiders, including directors, executives and other members of management and their Related Parties, to set up trading plans that meet the requirements of Rule 10b5-1 safe harbor under the Exchange Act (the “Trading Plan(s)”) to buy or sell the company’s securities. A Trading Plan is a written plan, set up with a broker, to trade securities that (a) is entered into at a time when the person trading the securities is not aware of any material non-public information (“MNPI”) and (b) either (i) specifies the amount of securities to be purchased or sold, the price at which and the date on which the securities are to be purchased or sold, (ii) includes a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold, or (iii) does not permit the person trading the securities to exercise any subsequent influence over how, when or whether to effect purchases or sales (provided that any other person who does exercise such influence is not aware of MNPI when doing so). Persons who trade securities pursuant to a Trading Plan have an affirmative defense against insider trading allegations under U.S. securities law. Such plans provide flexibility to listed companies and their insiders, including executives and directors, who have limited windows in which they do not possess MNPI, and allow them to plan and execute future trades with greater certainty.
Consistent with common practice in the U.S., Ms. Ma, the wife of Mr. Robin Yanhong Li, chairman and chief executive officer of the Company, entered into a Trading Plan on December 23, 2025 with a reputable independent securities agent (“Agent”), on a date which falls outside of the prescribed blackout period, to delegate authority to such agent to execute trades of sale of ADSs of the Company on her behalf in compliance with Rule 10b5-1 of the Exchange Act. The Trading Plan will terminate no later than April 2, 2027.
The Trading Plan contains instructions such as the authorized maximum number of ADSs to be sold in aggregate, as well as the price at which the ADSs may be sold, which is determined by a stipulated algorithm with reference to the volume weighted average price. Under the terms of the Trading Plan, the Agent will only execute trades in the Company’s ADSs in accordance with the terms of the Trading Plan without consultation with Ms. Ma. Once the Trading Plan has been entered into (outside any blackout period and while Ms. Ma is not in possession of inside information), Ms. Ma is not able to exercise any discretion or influence over the timing or price of the subsequent dealings. Since the trades will be executed by the Agent, it is impracticable for Ms. Ma to notify the chairman of the board or a designated director pursuant to Rule B.8 of the Model Code before every trading.
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In addition, under the Trading Plan and Rule 10b5-1, any modification or change to the amount, price or timing of the transactions under the Trading Plan would constitute a termination of the Trading Plan and the adoption of a new trading plan, which would be subject to a new cooling-off period applicable to Ms. Ma pursuant to Rule 10b5-1(c)(1)(ii) (B) before any trading could resume thereunder.
The above arrangement allows Ms. Ma to have better trading flexibility and to plan and execute future trades with greater certainty, and is a common market practice amongst U.S. listed issuers. It is not the intention of Ms. Ma to circumvent any of the requirements of Rule 10b-5 of the Exchange Act, including regarding the cooling-off period, in any way and Ms. Ma cannot, through this arrangement, leverage advance knowledge of financial results or other inside information acquired during the Company’s blackout period for trading of the Company’s securities. On the basis of the above, the Board is of the view that this arrangement is in compliance with Rule 10b-5 of the Exchange Act and satisfies the principal purpose of such rule to prohibit insider trading.
Waiver application
To facilitate the operation of such Trading Plan, the Company, on behalf of Ms. Ma, sought, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rules A.1, A.3(a) and B.8 of the Model Code.
For future Rule 10b5-1 plans, the Company may make further waiver applications on an individual basis on behalf of its directors or their Related Parties.
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 of the Company’s securities. Shareholders and potential investors should exercise caution when dealing in the Company’s securities.
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| 3. | DEFINITIONS |
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
| “2026 Share Incentive Plan” or “Plan” | the 2026 Share Incentive Plan adopted by the Company at the EGM | |
| “ADSs” | American Depositary Shares (each representing eight Shares) | |
| “Audit Committee” | the audit committee of the Board | |
| “Board” | the board of Directors of the Company | |
| “Class A Ordinary Share(s)” | Class A ordinary share(s) in the share capital of the Company | |
| “Company”, “we”, “us”, or “our” | Baidu, Inc., an exempted company incorporated in the Cayman Islands with limited liability in January 2000 and, where the context requires, its subsidiaries (which includes the consolidated affiliated entities) from time to time, the Shares of which are listed on the Main Board of the Hong Kong Stock Exchange | |
| “Director” | a director of the Company | |
| “Effective Date” | the date upon which the Company’s voluntary conversion of its secondary listing status to primary listing on the Hong Kong Stock Exchange becomes effective, being September 1, 2026 | |
| “EGM” | the extraordinary general meeting of the Company held on August 26, 2026 | |
| “Group” | the Company and its subsidiaries and consolidated affiliated entities from time to time | |
| “HKD” | Hong Kong dollars, the lawful currency of Hong Kong | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China | |
| “Hong Kong Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited | |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
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| “iQIYI” | iQIYI, Inc., a company incorporated in the Cayman Islands listed on Nasdaq under the symbol “IQ” and one of the Company’s subsidiaries | |
| “Nasdaq” | The Nasdaq Global Select Market | |
| “Nominating and Corporate Governance Committee” | the nominating and corporate governance committee of the Board | |
| “PRC” or “China” | the People’s Republic of China | |
| “Primary Conversion” | the conversion of the Hong Kong listing status from secondary listing status under Chapter 19C of the Hong Kong Listing Rules to dual-primary listing status | |
| “Prospectus” | the Company’s Hong Kong prospectus dated March 12, 2021 | |
| “RMB” | Renminbi, the lawful currency of the PRC | |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time | |
| “Shareholder(s)” | the holder(s) of the Share(s), and where the context requires, ADSs | |
| “Share(s)” | ordinary share(s) in the share capital of the Company with par value of US$0.000000625 each | |
| “U.S.” | the United States of America, its territories, its possessions and all areas subject to its jurisdiction | |
| “US$” | U.S. dollars, the lawful currency of the U.S. | |
| “%” | percent | |
| By order of the Board |
| Baidu, Inc. |
| Mr. Robin Yanhong Li |
| Chairman of the Board and Chief Executive Officer |
Hong Kong, August 27, 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.
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