百度 2025年年度报告和过渡报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T(§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☒ Table of Contents TABLE OF CONTENTS INTRODUCTIONFORWARD-LOOKING INFORMATIONPART I Item1.Identity of Directors, Senior Management and AdvisersItem2.Offer Statistics and Expected TimetableItem3.Key InformationItem4.Information on the CompanyItem4A.Unresolved Staff CommentsItem5.Operating and Financial Review and ProspectsItem6.Directors, Senior Management and EmployeesItem7.Major Shareholders and Related Party TransactionsItem8.Financial InformationItem9.The Offer and ListingItem10.Additional InformationItem11.Quantitative and Qualitative Disclosures about Market RiskItem12.Description of Securities Other than Equity Securities PART II Item13.Defaults, Dividend Arrearages and DelinquenciesItem14.Material Modifications to the Rights of Security Holders and Use of ProceedsItem15.Controls and ProceduresItem16A.Audit Committee Financial ExpertItem16B.Code of EthicsItem16C.Principal Accountant Fees and ServicesItem16D.Exemptions from the Listing Standards for Audit CommitteesItem16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem16F.Change in Registrant’s Certifying AccountantItem16G.Corporate GovernanceItem16H.Mine Safety DisclosureItem16I.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsItem16J.Insider Trading PoliciesItem16K.Cybersecurity PART III Item17.Financial StatementsItem18.Financial StatementsItem19.Exhibits Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: •“ADSs” refer to our American depositary shares, each ADSs representing eight ClassA ordinary shares;•“China” or “PRC” refers to the People’s Republic of China, including Hong Kong, Macau and Taiwan; and “mainland China” refers to thePeople’s Republic of China, excluding Hong Kong, Macau and Taiwan;•“ClassA ordinary shares” refer to ClassA ordinary shares of the share capital of our company with a par value of US$0.000000625 each,conferring a holder of a ClassA ordinary share one vote per share on all matters submitted for voting at general meetings of our company;•“ClassB ordinary shares” refer to ClassB ordinary shares of the share capital of our company with a par value of US$0.000000625 each,conferring weighted voting rights in our company such that a holder of a ClassB ordinary share is entitled to 10 votes per share on allmatters submitted for voting at general meetings of our company;•“Hong Kong” or “HK” or “Hong Kong S.A.R.” refers to the Hong Kong Special Administrative Region of the PRC;•“Hong Kong Listing Rules” refer to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, asamended or supplemented from time to time;•“Hong Kong Share Registrar” refers to Computershare Hong Kong Investor Services Limited;•“Hong Kong Stock Exchange” refers to The Stock Exchange of Hong Kong Limited;•“Main Board” refers to the stock market (excluding the option market) operated by the Hong Kong Stock Exchange which is independentfrom and operated in parallel with the Growth Enterprise Market of the Hong Kong Stock Exchange;•“MAU,” or monthly active user, refers to the number of mobile devices that launched our mobile apps during a given month;•“our company” refers to Baidu, Inc., which is not a PRC operating company but a Cayman Islands holding company with operationsprimarily conducted through (i)our mainland China subsidiaries and (ii)contractual arrangements with the variable interest entities, or theVIEs, based in mainland China. This structure entails unique risks to investors, see “Item 3.D. Key Information—Risk Factors—RisksRelated to our Corporate Structure” for more details;•“RMB” or “