Filed Pursuant to Rule 424(b)(5)
Registration No. 333-254035
The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement isnot an offer to sell the securities and is not soliciting offers to buy the securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED March 11, 2021
Preliminary Prospectus Supplement
(To Prospectus datedMarch 9, 2021)
Baidu, Inc.
95,000,000 Class A Ordinary Shares
We are offering 95,000,000 Class A ordinary shares, par value US$0.000000625 per share, as part of a global offering, or the GlobalOffering, consisting of an international offering of 90,250,000 Class A ordinary shares offered hereby, and a Hong Kong public offering of 4,750,000 Class A ordinary shares. The public offering price for the international offering and theHong Kong public offering is HK$ per Class A ordinary share, or approximately US$ per Class Aordinary share based on an exchange rate of HK$7.7534 to US$1.00.
Our ADSs are listed on the Nasdaq Global Select Market, or Nasdaq, underthe symbol BIDU. On March 10, 2021, the last reported trading price of our ADSs on Nasdaq was US$255.14 per ADS, or HK$242.28 per Class A ordinary share, based upon an exchange rate of HK$7.7534 to US$1.00. Each ADS represents eightClass A ordinary shares.
We will determine the offer price for both the international offering and the Hong Kong public offering byreference to, among other factors, the closing price of our ADSs on the last trading day before the pricing of the global offering, which is expected to be on or about March 17, 2021. The maximum offer price for the Hong Kong public offering isHK$295.00, or US$38.05, per Class A ordinary share (equivalent to US$304.38 per ADS).
The allocation of Class A ordinary sharesbetween the international offering and the Hong Kong public offering is subject to reallocation. For more information, see Underwriting beginning on page S-44 of this prospectus supplement. Thepublic offering price in the international offering may differ from the public offering price in the Hong Kong public offering. See UnderwritingPricing. The international offering contemplated herein consists of a U.S. offering anda non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for Class A ordinary shares sold in the United States, as well as for Class Aordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States.
We have applied to list our Class A ordinary shares on the Hong Kong Stock Exchange pursuant to Chapter 19C of the Hong Kong StockExchange Listing Rules under the stock code 9888.
SeeRisk Factors beginning on page S-15 for a discussion of certain risks that should be considered in connection with an investment in ourClass A ordinary shares.
Neither the United States Securities and Exchange Commission (the SEC) nor any statesecurities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
PRICE HK$ PER CLASS A ORDINARY SHARE
| | | | | | | | |
| | Per Class A Ordinary Share | | | Total | |
Public offering price | | HK$ | | (1) | | HK$ | | |
Underwriting discounts and commissions(2) | | HK$ | | | | HK$ | | |
Proceeds to us (before expenses) (3) | | HK$ | | | | HK$ | | |
(1) | Equivalent to US$ per ADS, based uponeach ADS representing eight Class A ordinary shares and an exchange rate of HK$7.7534 to US$1.00 as of December 31, 2020, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. |
(2) | See Underwriting beginning on page S-44 of this prospectussupplement for additional information regarding total underwriting compensation. |
(3) | Includes estimated net proceeds of HK$ from the sale of 4,750,000 Class A ordinary shares in the Hong Kong public offering. |
We have granted theinternational underwriters the option, exercisable by Merrill Lynch (Asia Pacific) Limited, CLSA Limited and Goldman Sachs (Asia) L.L.C., or the Joint Representatives, on behalf of the international underwriters, to purchase up to an additional14,250,000 ordinary shares at the public offering price until 30 days after the last day for the lodging of applications under the Hong Kong public offering. Merrill Lynch (Asia Pacific) Limited, through its affiliate Merrill Lynch International,expects to enter into a borrowing arrangement with Baidu Holdings Limited to facilitate the settlement of over-allocations. Merrill Lynch International is obligated to return Class A ordinary shares to Baidu Holdings Limited by exercising theoption to purchase additional Class A ordinary shares from us or by making purchases in the open market. No fees or other remuneration will be paid by the underwriters to us or Baidu Holdings Limited for the loan of these Class A ordinaryshares.
The underwriters expect to deliver the Class A ordinary shares against payment therefor through the facilities of the CentralClearing and Settlement System on or around , 2021.
JointSponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
(In alphabetical order)
| | | | |
BofA Securities | | CLSA | | Goldman Sachs |
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
| | | | | | |
China Renaissance | | Nomura | | Citigroup | | ICBCI |
| | | | |
BOCI | | ABCI | | Haitong International |
The date of this prospectus supplement is , 2021.