香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何 責任。 根據不同投票權架構，我們的股本包括A類普通股及B類普通股。對於提呈本公司股東大會投票的所有事宜，A類 普通股持有人每股可投1票，而B類普通股持有人則每股可投10票。股東及有意投資者務請留意投資不同投票權架 構公司的潛在風險。我們的美國存託股（每股美國存託股代表八股A類普通股）於美國納斯達克上市，股份代碼為 BIDU。 Baidu, Inc. 百度集團股份有限公司 （於開曼群島註冊成立以不同投票權控制的有限責任公司） （股份代號：9888） 2022 年第三季度業績公告 我們謹此公佈截至2022年9月30日止三個月的未經審計業績（「2022年第三季度業績」）。 2022年第三季度業績可於香港聯交所網站 www.hkexnews.hk 及我們的網站 http://ir.baidu.com 查閱。 承董事會命 百度集團股份有限公司 董事長兼首席執行官 李彥宏先生 香港，2022年11月22日 於本公告日期，本公 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何 責任。 根據不同投票權架構，我們的股本包括A類普通股及B類普通股。對於提呈本公司股東大會投票的所有事宜，A類 普通股持有人每股可投1票，而B類普通股持有人則每股可投10票。股東及有意投資者務請留意投資不同投票權架 構公司的潛在風險。我們的美國存託股（每股美國存託股代表八股A類普通股）於美國納斯達克上市，股份代碼為 BIDU。 Baidu, Inc. 百度集團股份有限公司 （於開曼群島註冊成立以不同投票權控制的有限責任公司） （股份代號：9888） 2022 年第二季度業績公告 我們謹此公佈2022年第二季度業績，其中載有截至2022年6月30日止三個月及六個月的 未經審計財務業績（「2022年第二季度業績」）。根據上市規則第13.48(1)條，本業績公告 亦作為我們2022年的中期報告向股東提供。2022年第二季度業績可於香港聯交所有限公 司網站www.hkexnews.hk 及我們的網站 http://ir.b ...

Share Structure and Voting Rights - Baidu's total issued shares as of December 31, 2021, consist of 2,205,032,472 Class A ordinary shares and 559,300,320 Class B ordinary shares[5] - Each Class A ordinary share is entitled to 1 vote, while each Class B ordinary share is entitled to 10 votes[1] - Baidu's American Depositary Shares (ADS), each representing 8 Class A ordinary shares, are listed on NASDAQ under the ticker symbol BIDU[1] - Baidu's Class A ordinary shares are also listed on the Hong Kong Stock Exchange under the ticker symbol 9888[5] Financial Reporting and Compliance - The company's annual report for the fiscal year ending December 31, 2021, includes audited consolidated financial statements[1] - Baidu is classified as a large accelerated filer under the SEC's rules[5] - The company follows U.S. Generally Accepted Accounting Principles (GAAP) for its financial reporting[5] - The company has submitted all required reports under the Securities Exchange Act of 1934 for the past 12 months[5] - The company's internal control over financial reporting was effective as of December 31, 2021, as confirmed by an independent registered public accounting firm[158] Corporate Information and Contact - Baidu's principal executive offices are located at Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing, China[5] - The company's CFO, Rong Luo, can be contacted at +86-10-5992-8888 or via email at ir@baidu.com[5] User Metrics and Definitions - DAU (Daily Active Users) refers to the average number of mobile devices that launch the company's mobile application at least once per day during a specified period[7] - MAU (Monthly Active Users) refers to the average number of mobile devices that launch the company's mobile application during a specified month[7] Stock Split and Exchange Rates - The company completed a stock split on March 1, 2021, changing the ratio of ADS to Class A ordinary shares from 10 ADS representing 1 Class A ordinary share to 1 ADS representing 8 Class A ordinary shares[8] - The exchange rate used for converting RMB to USD and vice versa in the annual report is RMB 6.3726 to USD 1.00, based on the Federal Reserve H.10 statistical release as of December 30, 2021[10] Forward-Looking Statements - The company's forward-looking statements include expectations and forecasts related to its financial condition, operating results, business strategies, and financial needs[9] - The company's forward-looking statements are subject to risks and uncertainties, including changes in regulatory and business environments, competition, and the ability to control costs[9] - The company's forward-looking statements are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995[9] - The company's forward-looking statements are identified by terms such as "may," "will," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate," and similar expressions[9] - The company's forward-looking statements include expectations related to its ability to develop and manage its operations and business, as well as its ability to identify and execute investment acquisitions[9] - The company's forward-looking statements include expectations related to its dividend policy and the impact of regulatory changes on its business[9] Merged Affiliated Entities and Contractual Arrangements - The merged affiliated entities contributed 40%, 43%, and 44% of the company's total external revenue for the years ended December 31, 2019, 2020, and 2021, respectively[12] - The company relies on contractual arrangements with its Chinese subsidiaries and merged affiliated entities to control their business operations, as direct foreign investment in certain industries is restricted under Chinese law[12] - The company's contractual arrangements allow it to receive significant economic benefits, exercise effective control, and hold exclusive options to purchase equity in the merged affiliated entities[13] - The contractual arrangements include agreements such as entrusted agreements, exclusive equity purchase agreements, loan agreements, and technical consulting agreements[14] - The company's control over merged affiliated entities through contractual arrangements may not be as effective as direct ownership and could result in significant costs[15] - Failure to maintain effective control over merged affiliated entities could prevent the company from consolidating their financial results into its financial statements[16] - There is significant uncertainty regarding the interpretation and application of Chinese laws and regulations related to the company's contractual arrangements with its merged affiliated entities[17] - Changes in Chinese laws or regulations could lead to severe penalties or force the company to relinquish its interests in the merged affiliated entities, significantly impacting its operations and financial performance[18] - The company's assets, including necessary licenses for operations in China, are primarily held by its merged affiliated entities, which also generate the majority of its revenue[18] - The company's ability to repay debt and the value of its securities could be severely impacted if it loses contractual control over its merged affiliated entities[18] Regulatory and Legal Risks in China - The company faces risks related to regulatory approvals, antitrust actions, cybersecurity, and data privacy regulations in China, which could significantly impact its operations and the value of its American Depositary Shares (ADS)[19] - The company's ability to issue or continue issuing securities to investors may be severely restricted or completely hindered due to Chinese government oversight and industry regulations, including data security and antitrust laws[19] - The Foreign Company Accountability Act (HFCA Act) could lead to the delisting of the company's ADS from U.S. exchanges by 2024, or as early as 2023 if proposed legal amendments are enacted, potentially causing a significant decline in ADS value[21] - The company's operations in China require various licenses and permits, including for telecommunications, internet services, and autonomous driving, with potential future needs for additional approvals[22] - The company's cash flow and ability to pay dividends or repay debt depend on dividends from its Chinese subsidiaries and service fees from consolidated entities, which are subject to restrictions under Chinese accounting standards and regulations[25] - Chinese subsidiaries and consolidated entities are restricted in transferring net assets or paying dividends to the holding company, with restricted amounts totaling RMB 45.9 billion (USD 7.2 billion) as of December 31, 2021[26] - Baidu's Chinese subsidiaries declared and distributed profits totaling $1.5 billion to Baidu (Hong Kong) Limited in 2020, subject to withholding tax[27] Loans and Financial Transactions - Baidu Group Corporation provided loans to its subsidiaries amounting to RMB 15 billion, RMB 100 billion, and RMB 145 billion ($2.3 billion) in 2019, 2020, and 2021 respectively[28] - Subsidiaries repaid loans to Baidu Group Corporation amounting to RMB 130 billion, RMB 154 billion, and RMB 49 billion ($766 million) in 2019, 2020, and 2021 respectively[28] - Baidu Group Corporation's subsidiaries provided loans to the company amounting to RMB 33 billion, RMB 65 billion, and RMB 31 billion ($486 million) in 2019, 2020, and 2021 respectively[28] - Baidu Group Corporation repaid loans to its subsidiaries amounting to RMB 31 billion, RMB 35 billion, and RMB 30 billion ($468 million) in 2019, 2020, and 2021 respectively[28] - Baidu's consolidated subsidiaries received capital contributions or loans from Baidu Group Corporation's subsidiaries amounting to RMB 117 billion, RMB 50 billion, and RMB 69 billion ($1.1 billion) in 2019, 2020, and 2021 respectively[28] - Baidu's consolidated subsidiaries repaid loans to subsidiaries amounting to RMB 91 billion, RMB 11 billion, and zero in 2019, 2020, and 2021 respectively[28] Financial Performance and Metrics - Baidu's total revenue for 2021 was RMB 124.493 billion ($19.536 billion), with online marketing services contributing RMB 80.695 billion ($12.663 billion)[32] - Baidu's net profit attributable to Baidu Group Corporation for 2021 was RMB 10.226 billion ($1.605 billion)[32] - Baidu's operating profit for 2021 was RMB 10.518 billion ($1.651 billion)[32] - Cash and cash equivalents increased from RMB 11,084 million in 2018 to RMB 36,850 million in 2021, representing a growth of 232.5%[34] - Total assets grew from RMB 251,728 million in 2017 to RMB 380,034 million in 2021, an increase of 51.0%[34] - Net cash generated from operating activities decreased from RMB 32,828 million in 2018 to RMB 20,122 million in 2021, a decline of 38.7%[36] - Revenue increased from RMB 107,074 million in 2020 to RMB 124,493 million in 2021, a growth of 16.3%[38] - Net profit (loss) decreased from RMB 19,026 million in 2020 to RMB 7,591 million in 2021, a decline of 60.1%[38] - Short-term investments net increased from RMB 89,381 million in 2017 to RMB 143,243 million in 2021, a growth of 60.3%[34] - Total liabilities increased from RMB 121,356 million in 2017 to RMB 156,082 million in 2021, a growth of 28.6%[34] - Shareholders' equity of Baidu Group Co., Ltd. increased from RMB 115,346 million in 2017 to RMB 211,459 million in 2021, a growth of 83.3%[34] - Net cash used in investing activities decreased from RMB 76,949 million in 2017 to RMB 31,444 million in 2021, a decline of 59.1%[36] - Revenue from subsidiaries and consolidated entities increased from RMB 107,413 million in 2019 to RMB 124,493 million in 2021, a growth of 15.9%[39] - Cash and cash equivalents totaled RMB 35,782 million as of December 31, 2020[41] - Short-term investments net amounted to RMB 126,402 million as of December 31, 2020[41] - Total current assets reached RMB 183,342 million as of December 31, 2020[41] - Total non-current assets amounted to RMB 149,366 million as of December 31, 2020[41] - Total assets stood at RMB 332,708 million as of December 31, 2020[41] - Total current liabilities were RMB 68,385 million as of December 31, 2020[41] - Total non-current liabilities amounted to RMB 72,480 million as of December 31, 2020[41] - Net cash generated from operating activities was RMB 20,122 million for the year ended December 31, 2021[42] - Net cash used in investing activities was RMB 31,444 million for the year ended December 31, 2021[42] - Net cash generated from financing activities was RMB 23,396 million for the year ended December 31, 2021[42] Risks Related to Operations in China - Risks related to operations in China, including economic, political, and regulatory uncertainties, could significantly impact the company's business and operations[48] - Potential delisting of the company's American Depositary Shares (ADS) from U.S. markets by 2024 due to PCAOB inspection issues under the HFCA Act[49] - Volatility in the trading prices of the company's ADS and A-class ordinary shares, regardless of operational performance[50] - Majority of revenue generated from online marketing services, with a significant portion from performance-based advertising (P4P) services[51] - Dependence on retaining existing clients and attracting new clients for online marketing services, with potential adverse effects on business and financial performance if unsuccessful[52] - Removal of problematic listings or ads to ensure quality and reliability of search results and information streams, potentially leading to client loss[53] - Continued impact of macroeconomic conditions on online marketing demand, with a recovery in 2021 after declines in 2019 and 2020[54] - Decreased usage of internet or online marketing in China and tightening regulatory environment in the internet and mobile internet sectors[55] - Potential risks from the planned acquisition of YY Live, including regulatory approval delays and financial impacts, with $1.9 billion paid and $1.6 billion held in escrow[57] - Negative publicity and reputational risks due to controversies, such as the 2019 consumer complaints about fake travel agencies on Baidu's search platform[56] - Challenges in integrating YY Live, including limited experience in live streaming, regulatory complexities, and potential unforeseen costs[60] - Potential impairment charges related to intangible assets and goodwill if the YY Live acquisition is completed[59] - Restrictions on live streaming content under China's 2022 Market Access Negative List, which may impact YY Live's operations[61] - Risks from Muddy Waters' short report on YY Live, including potential legal and regulatory consequences[58] - Difficulty in maintaining and attracting users, talent, and monetizing live streaming platforms effectively[60] - Increased operational and financial reporting responsibilities due to the integration of YY Live[61] - Potential management distraction and resource allocation issues due to ongoing disputes and legal proceedings related to the YY Live acquisition[59] Competition and Market Risks - The company faces intense competition in various aspects of its business, particularly in user traffic, search quality, and user experience, which could lead to a significant decline in user traffic if competitors offer better services[62] - Vertical service providers are expanding and may reduce their reliance on search engines, potentially impacting the company's user retention and traffic[63] - The company competes with traditional advertising media, and a shift in marketing budgets away from online platforms could negatively affect its performance[64] - Expansion into new businesses, including AI, cloud services, and smart devices, carries risks due to limited experience and potential challenges in meeting customer demands[66] - The company has invested heavily in AI technology, but uncertainties in the rapidly evolving AI landscape could impact the success of its AI products and services[66] - Entering new markets and industries, such as e-commerce and healthcare, presents unpredictable risks and challenges due to lack of experience and changing regulatory environments[67] - The company's strategy to attract users and generate revenue through new products and services is uncertain, and failure to do so could negatively impact profitability[67] Revenue Growth and Profit Margins - Total revenue grew at a compound annual growth rate (CAGR) of 10.1% from 2017 to 2021, driven by the development of China's internet and online marketing industry[70] - Operating profit margin decreased from 13% in 2020 to 9% in 2021, while net profit margin attributable to the company dropped from 21% to 8% over the same period[71] - Revenue growth slowed in 2019, declined in 2020 due to a drop in online marketing services, and partially recovered in 2021[70] - The company faces downward pressure on operating profit margins due to increased competition, slower revenue growth compared to expenses, and rising costs in areas such as online marketing and infrastructure[71] - Expansion into new business areas like smart cloud, autonomous driving, voice assistants, and smart devices, which have lower profit margins compared to online marketing, may further impact profitability[72] - The company experienced significant investment impairment losses in Q3 2019 and may face additional investment write-downs and currency losses in the future[72] - Regulatory uncertainties in China, particularly in AI and autonomous driving, could impact the development and operations of new business areas[69] - The company relies heavily on third-party content for its ecosystem, and rising competition for high-quality content in China may increase content acquisition costs[74] - Failure to innovate and meet user preferences could lead to a decline in user base and negatively impact business performance[73] - The company may incur significant losses in new business areas such as autonomous driving and electric vehicles if these markets do not develop as expected[68] Content and Legal Risks - The company relies heavily on user-generated content across platforms like Baijiahao, Baidu Knows, Baidu Encyclopedia, Baidu Health Encyclopedia, Baidu Experience, Baidu Tieba, Baidu Wenku, Haokan Video, and iQIYI. Failure to maintain high-quality and attractive content could significantly harm user engagement and business performance[75] - The company faces ongoing legal risks, including lawsuits, claims, and government investigations, which could negatively impact its reputation, business operations, and stock price. For example, iQIYI was investigated by the SEC in 2020 following allegations in the Wolfpack Research report[76] - Legal disputes and investigations could result in significant financial liabilities, including compensatory, punitive, or treble damages, which may adversely affect the company's financial condition and operating results[78] - The company has been involved in multiple federal securities class actions, including allegations related to iQIYI's financial disclosures and compliance with securities laws. Potential outcomes could include substantial monetary damages or settlements[76] - In 2020, a lawsuit in New York Supreme Court sought $11 billion in damages (including $10 billion in punitive damages) against the company and its executives for alleged defamation and commercial disparagement. The case was dismissed, but similar risks remain[79] - The company's platforms, such as Baidu Tieba, Baidu Knows, and Baidu Wenku, allow users to publish content, which exposes the company to risks of intellectual property disputes, defamation claims, and regulatory penalties[79] - The company has made significant financial commitments for self-produced and licensed content. If this content fails to achieve expected popularity or commercial success, the company may not recover these costs[75] - The company's ability to maintain competitiveness in content platforms depends on continuously improving its content recommendation engine and aligning with user preferences. Failure to do so could lead to reduced user traffic and business performance[75] - The company's platforms and services could face shutdowns or penalties if they host content deemed inappropriate by government agencies, further impacting operations and reputation[79] - The company's reliance on third-party content providers and partnerships poses risks, as the loss of key relationships or exclusive content deals with competitors could diminish the attractiveness of its content offerings[75] Cloud Services and AI Integration - The company's cloud service revenue for Baidu Core business reached RMB 15.1 billion (USD 2.4 billion) in 2021, a 64% increase compared to 2020[83] - The company faces risks related to trademark infringement claims due to paid search listings, which could negatively impact operations and reputation[80][81] - The company's future success depends on adapting to rapid technological changes, particularly in mobile internet and AI, as user behavior shifts towards mobile devices and IoT[82] - The company

Company Information - Baidu, Inc. is listed on NASDAQ under the ticker symbol BIDU, with American Depositary Shares representing eight Class A ordinary shares[1] Financial Reporting - The company does not plan to issue a separate annual report for the fiscal year ending December 31, 2020, as financial performance is included in the prospectus published on March 12, 2021[2] - The annual report for the fiscal year 2020 is available on the Hong Kong Stock Exchange website and Baidu's investor relations website[2]