Baidu, Inc. confirmed that its voluntary conversion from a secondary to a primary listing on the Hong Kong Stock Exchange will take effect on 1 September 2026. From that date the company will hold dual primary listings on both HKEX and Nasdaq, and the “S” stock marker currently attached to its Hong Kong counters will be removed.
The change obliges Baidu to comply fully with all HKEX Listing Rules applicable to dual-primary issuers. Existing waivers enjoyed under its former secondary-listing status will lapse on the effective date. The company has adjusted the composition of its Audit Committee and Nominating and Corporate Governance Committee, and secured shareholder approval at the 26 August 2026 EGM, to meet the new requirements.
HKEX has granted six new waivers tied to the conversion:
1. Joint company secretaries: A three-year waiver allows Baidu’s internal executive Ms Lin Juan to serve alongside external professional Ms Wong Mei, provided Ms Wong assists throughout the period.
2. Weighted-voting rights disclosure: HKEX agreed to continue exempting Baidu from naming the ultimate beneficial owner of an Other WVR Beneficiary that holds 100,320 Class B shares—representing less than 0.1 % of total voting rights—given data-privacy concerns and lack of consent.
3. Continuing connected transactions: Long-standing contractual arrangements with Baidu’s consolidated affiliated entities—necessary for operating restricted businesses in mainland China—are exempt from circular, independent-shareholder approval, annual cap and fixed-term requirements, subject to ongoing INED and auditor review plus disclosure in annual reports.
4. Share-based incentives: For options exercisable into ADSs under the 2026 Share Incentive Plan, exercise prices may reference Nasdaq market prices rather than Hong Kong quotations, aligning with Baidu’s historic U.S. practice.
5. Financial reporting standards: Baidu may continue preparing financial statements under U.S. GAAP, provided it includes reconciliations to IFRS and disclosures of key differences in interim and annual reports.
6. Director dealing code: A specific waiver permits trades by the CEO’s spouse, Ms Melissa Ma, under a pre-established Rule 10b5-1 trading plan to proceed without individual Model Code notifications during blackout periods; future plans will require separate applications.
Baidu cautioned that any failure to demonstrate full compliance with applicable rules on or after 1 September could trigger HKEX disciplinary action and remedial requirements. No offer or solicitation to purchase securities is made by the announcement, and shareholders are advised to exercise caution when dealing in Baidu securities.
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