Baidu Inc. (Nasdaq: BIDU; HK: 09888) has filed with the Hong Kong Stock Exchange (HKEX) to shift its current secondary listing in Hong Kong to a dual primary listing. HKEX acknowledged the application on 22 July 2026; the company expects the conversion to take effect within the year, subject to final regulatory clearance.
Following the change, Baidu will become simultaneously primary-listed on both HKEX and Nasdaq. The group has begun aligning governance, disclosure and internal-control practices with full HKEX requirements, including:
• Appointment of a compliance advisor through the first full financial year after the conversion. • Designation of Computershare’s Wong Mei and Baidu’s Lin Juan as joint company secretaries and of Robin Yanhong Li and Lin Juan as HKEX-mandated authorised representatives. • Planned revisions to board committee charters and composition to satisfy HKEX corporate-governance codes.
To support capital-market flexibility, the board will ask shareholders at an upcoming extraordinary general meeting (EGM) to approve:
1. An issuance mandate authorising directors to allot or issue up to 20% of the company’s issued share capital in additional Class A ordinary shares and/or American depositary shares (ADSs). 2. A share-repurchase mandate of up to 10% of total issued shares.
Baidu will also seek shareholder consent to adopt the 2026 Share Incentive Plan, which brings its equity-compensation framework into line with HKEX Chapter 17, and to replace its current Articles of Association with an updated version consistent with Appendix A1 to the Listing Rules.
The company has applied for several waivers linked to the primary conversion, notably:
• Use of U.S. GAAP (with IFRS reconciliation) for financial reporting. • Continuation of its variable-interest-entity contractual arrangements without annual caps or fixed terms. • Retention of a weighted-voting-rights structure, with limited disclosure on one minority WVR beneficiary. • Flexibility to price option grants under the 2026 Plan with reference to Nasdaq ADS prices. • Recognition of an existing Rule 10b5-1 trading plan covering ADS sales by the spouse of CEO Robin Li, exempting it from certain Model Code blackout restrictions.
A circular detailing the proposed mandates, incentive plan and constitutional amendments will be dispatched to shareholders ahead of the EGM. Baidu intends to issue further announcements as the dual-listing conversion progresses. Shareholders and investors are advised to exercise caution when dealing in the company’s securities.
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