[SCHEDULE 13G/A] Baidu, Inc. SEC Filing
Baidu, Inc.'s Schedule 13G/A discloses that Robin Yanhong Li and Handsome Reward Limited are the reporting persons for Class A and Class B ordinary shares. Mr. Li is shown as beneficially owning 521,447,432 ordinary shares, representing 19.2% of the class and 60.2% of the total voting power when Class A and Class B shares are combined into a single class. Handsome Reward Limited beneficially owns 448,857,368 shares, or 16.6% of the class and 59.3% of the voting power.
The filing breaks down Mr. Li's holdings into direct Class A shares, ADSs, large Class B holdings held by Handsome Reward Limited, options and restricted shares exercisable or vesting within 60 days, and 66,046,096 ADSs held by employees subject to irrevocable voting proxies. The filing also notes that certain shares are recorded in the name of Mr. Li's spouse and that Mr. Li disclaims beneficial ownership of those shares.
- Clear, itemized disclosure of beneficial ownership and voting power for Robin Yanhong Li and Handsome Reward Limited
- Quantified voting control: Mr. Li's holdings represent 60.2% of total voting power, explicitly stated
- Highly concentrated voting control in a single individual and related vehicle, which may limit minority shareholder influence
- Complex ownership structure involving spouse-recorded shares and irrevocable voting proxies that could complicate governance analysis
Insights
TL;DR: Founder Robin Li controls majority voting power through Class B shares and voting proxies, creating concentrated governance control.
The Schedule 13G/A quantifies Mr. Li's control: 60.2% of combined voting power despite owning 19.2% of the economic interest in the ordinary shares. This control arises from Class B shares carrying ten votes each and from irrevocable voting proxies for employee-held ADSs. The filing also discloses related-party holdings in the name of Mr. Li's spouse and an express disclaimer of beneficial ownership. For investors, the material fact is the high concentration of voting authority in the founder and his vehicle, which is a governance feature with clear implications for shareholder influence over corporate decisions.
TL;DR: The filing provides detailed, machine-readable disclosure of ownership and voting power; the holdings are material and precisely quantified.
The statement lists exact counts including 521,447,432 shares for Mr. Li and 448,857,368 for Handsome Reward Limited, and enumerates components such as direct Class A shares, ADS holdings, 439,200,000 Class B shares held by Handsome Reward Limited, and 1,404,960 option shares exercisable within 60 days. It also confirms that 66,046,096 ADSs are subject to irrevocable voting proxies. The filing's level of disclosure supports accurate modeling of voting control and potential dilution from near-term option vesting.