Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
07 Dezember 2021 - 02:41PM
Edgar (US Regulatory)
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 December 2021
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 ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted
by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted
by Regulation S-T Rule
101(b)(7): ☐
EXPLANATORY NOTE
On December 7, 2021, Baidu, Inc. (the “Company”) announced
that each of the following proposed resolutions submitted for
shareholder approval has been duly adopted at its extraordinary
general meeting of shareholders held in Beijing on December 7,
2021 (the “EGM”):
| 1. |
as a special resolution, THAT the name of the Company
be changed from “Baidu, Inc.” to “Baidu, Inc. 百度集團股份有限公司” by
adopting the dual foreign name “百度集團股份有 限公司”;
|
| 2. |
as a special resolution, THAT the Company’s Third
Amended and Restated Memorandum of Association and Articles of
Association (the “Current M&AA”) be amended and restated by
their deletion in their entirety and by the substitution in their
place of the Fourth Amended and Restated Memorandum of Association
and Articles of Association (the “Amended M&AA”); and
|
| 3. |
THAT the registered office provider of the Company be
and is hereby authorized to file any and all documents in relation
of adoption of the Company’s dual foreign name and the adoption of
the Amended M&AA with the Registrar of Companies in the Cayman
Islands; and the Hong Kong registered office provider of the
Company be and is hereby authorized to file any and all documents
in relation of the adoption of the Amended M&AA with the
Registrar of Companies in Hong Kong accordingly.
|
The Company hereby submits this current report on Form 6-K to furnish, among others,
(i) the voting results of the EGM as set forth in Exhibit 99.1
hereto and (ii) the Fourth Amended and Restated Memorandum of
Association and Articles of Association of the Company as set forth
in Exhibit 3.1 hereto. For more details, please refer to exhibits
to this current report on Form 6-K.
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/ Rong Luo
|
| Name: |
|
Rong Luo |
| Title: |
|
Chief Financial Officer |
Date: December 7, 2021
EXHIBIT INDEX
|
|
|
| Exhibit No. |
|
Description
|
| 3.1 |
|
Fourth Amended and Restated Memorandum of
Association and Articles of Association of Baidu, Inc. |
|
|
| 99.1 |
|
Voting Results of 2021 Extraordinary General
Meeting of Baidu, Inc. |
|
|
| 99.2 |
|
Press Release –– Baidu Announces Results of
Extraordinary General Meeting |
|
|
| 99.3 |
|
Announcement with the Stock Exchange of Hong Kong
Limited –– Results of Extraordinary General Meeting of
Shareholders |
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