《百度 Baidu, Inc.（BIDU）2024年20-F年度报告「NASDAQ」（英文版）（535页）.pdf》由会员分享，可在线阅读，更多相关《百度 Baidu, Inc.（BIDU）2024年20-F年度报告「NASDAQ」（英文版）（535页）.pdf（535页珍藏版）》请在三个皮匠报告上搜索。

1、Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934or ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal

2、year ended December 31,2024.or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to or SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportFor th

3、e transition period from _ to Commission file number:000-51469Baidu,Inc.(Exact name of Registrant as specified in its charter)N/A(Translation of Registrants name into English)Cayman Islands(Jurisdiction of incorporation or organization)Baidu CampusNo.10 Shangdi 10th StreetHaidian District,Beijing 10

4、0085The Peoples Republic of China(Address of principal executive offices)Junjie He,Interim Chief Financial OfficerTelephone:+(86 10)5992-8888Email: Facsimile:+(86 10)5992-0000Baidu CampusNo.10 Shangdi 10th Street,Haidian District,Beijing 100085The Peoples Republic of China(Name,Telephone,Email and/o

5、r Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of Each Class Trading Symbol Name of Each Exchange on Which RegisteredAmerican depositary shares(each American depositary share representingeight Class A ordin

6、ary shares,par value US$0.000000625 per share)BIDU The Nasdaq Stock Market LLC(The Nasdaq Global Select Market)Class A ordinary shares,par value US$0.000000625 per share*The Nasdaq Stock Market LLC(The Nasdaq Global Select Market)Class A ordinary shares,par value US$0.000000625 per share 9888 The St

7、ock Exchange of Hong Kong Limited*Not for trading,but only in connection with the listing on The Nasdaq Global Select Market of American depositary shares.Securities registered or to be registered pursuant to Section 12(g)of the Act:None(Title of Class)Securities for which there is a reporting oblig

8、ation pursuant to Section 15(d)of the Act:None(Title of Class)Indicate the number of outstanding shares of each of the Issuers classes of capital or common stock as of the close of the period covered by the annual report 2,239,234,372 Class A ordinary shares and 524,340,320 Class B ordinary shares,p

9、ar valueUS$0.000000625 per share,as of December 31,2024.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 repor

10、ts pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the r

11、egistrant was required to file suchreports),and(2)has been subject to such filing requirements for the past 90 days.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 Regulation S-T(232

12、.405 of this chapter)during the preceding 12 months(or for such shorterperiod that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer or an emerging growth company.See defini

13、tion of“large accelerated filer,”“accelerated filer”“emerging growth company”in Rule 12b-2of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indic

14、ate 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 Section 13(a)of the Exchange Act.The term“new or revised financial accounting standard”refers to any update issued by the

15、 Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(

16、b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)bythe registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the c

17、orrection of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period p

18、ursuant to240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If“Other”has been checked i

19、n response to the previous question,indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18 If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No(APPLICABLE

20、ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a p

21、lan confirmed by a court.Yes No Table of ContentsTABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING INFORMATION 2 PART I 3 Item 1.Identity of Directors,Senior Management and Advisers 3 Item 2.Offer Statistics and Expected Timetable 3 Item 3.Key Information 3 Item 4.Information on the Company 90 Item 4

22、A.Unresolved Staff Comments 155 Item 5.Operating and Financial Review and Prospects 155 Item 6.Directors,Senior Management and Employees 190 Item 7.Major Shareholders and Related Party Transactions 205 Item 8.Financial Information 207 Item 9.The Offer and Listing 209 Item 10.Additional Information 2

23、09 Item 11.Quantitative and Qualitative Disclosures about Market Risk 224 Item 12.Description of Securities Other than Equity Securities 225 PART II 230 Item 13.Defaults,Dividend Arrearages and Delinquencies 230 Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds 230

24、 Item 15.Controls and Procedures 230 Item 16A.Audit Committee Financial Expert 230 Item 16B.Code of Ethics 231 Item 16C.Principal Accountant Fees and Services 231 Item 16D.Exemptions from the Listing Standards for Audit Committees 231 Item 16E.Purchases of Equity Securities by the Issuer and Affilia

25、ted Purchasers 232 Item 16F.Change in Registrants Certifying Accountant 232 Item 16G.Corporate Governance 232 Item 16H.Mine Safety Disclosure 232 Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 232 Item 16J.Insider Trading Policies 233 Item 16K.Cybersecurity 233 PART III

26、 234 Item 17.Financial Statements 234 Item 18.Financial Statements 234 Item 19.Exhibits 234 SIGNATURES 247 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 iTable of ContentsINTRODUCTIONIn this annual report,except where the context otherwise requires and for purposes of this annual report only:“ADSs”

27、refer to our American depositary shares,each ADSs representing eight Class A ordinary shares;“China”or“PRC”refers to the Peoples Republic of China,including Hong Kong,Macau and Taiwan;and“mainland China”refers to thePeoples Republic of China,excluding Hong Kong,Macau and Taiwan;“Class A ordinary sha

28、res”refer to Class A ordinary shares of the share capital of our company with a par value of US$0.000000625 each,conferring a holder of a Class A ordinary share one vote per share on all matters submitted for voting at general meetings of our company;“Class B ordinary shares”refer to Class B ordinar

29、y 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 Class B ordinary share is entitled to 10 votes per share on allmatters submitted for voting at general meetings of our company;“Hong Kong”or“H

30、K”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 Computers

31、hare 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 Enterpris

32、e 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 conduct

33、ed 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 InformationRisk FactorsRisksRelated to our Corporate Structure”for more details;“RMB”o

34、r“Renminbi”refers to the legal currency of mainland China;“SFO”refers to the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong),as amended or supplemented from time totime;“shares”or“ordinary shares”refer to our ordinary shares,which include both Class A ordinary shares and Class

35、 B ordinary shares;“user traffic”or“traffic”refers generally to page views of a website,with“page views”measuring the number of web pages viewed byinternet users over a specified period of time except that multiple page views of the same page viewed by the same user on the same dayare counted only o

36、nce;“U.S.GAAP”refers to generally accepted accounting principles in the United States;“we,”“us,”“our,”or“Baidu”refers to Baidu,Inc.,its subsidiaries,and,in the context of describing our operations and consolidatedfinancial information,the variable interest entities established in mainland 1Table of

37、Contents China and other consolidated affiliated entities in which we do not have any equity ownership but whose financial results have beenconsolidated into our consolidated financial statements based solely on contractual arrangements in accordance with U.S.GAAP.Thesevariable interest entities inc

38、lude,but are not limited to,Beijing Baidu Netcom Science Technology Co.,Ltd.,or Baidu Netcom,BeijingPerusal Technology Co.,Ltd.,or Beijing Perusal,Beijing iQIYI Science&Technology Co.,Ltd.,or Beijing iQIYI.See“Item 4.Information on the CompanyC.Organizational Structure”for an illustrative diagram of

39、 our corporate structure;“iQIYI”refers to iQIYI,Inc.,a company incorporated in the Cayman Islands listed on Nasdaq under the symbol“IQ”and one of oursubsidiaries;“$,”“dollars,”“US$”or“U.S.dollars”refers to the legal currency of the United States;and all discrepancies in any table between the amounts

40、 identified as total amounts and the sum of the amounts listed therein are due torounding.On March 1,2021,Baidu,Inc.effected a change to its authorized share capital by 1-to-80 subdivision of shares.Concurrently,Baidu,Inc.effecteda proportionate change in ADS to Class A ordinary share ratio from 10

41、ADSs representing 1 Class A ordinary share to each ADS representing 8 Class Aordinary shares,or the Share Subdivision.Such changes been reflected retroactively throughout this document.FORWARD-LOOKING INFORMATIONThis annual report on Form 20-F contains forward-looking statements that reflect our cur

42、rent expectations and views of future events.Thesestatements are made under the“safe harbor”provisions of the U.S.Private Securities Litigation Reform Act of 1995.You can identify these forward-looking statements by terminology such as“may,”“will,”“expect,”“anticipate,”“future,”“intend,”“plan,”“beli

43、eve,”“estimate,”“is/are likely to”orother similar expressions.We have based these forward-looking statements largely on our current expectations and projections about future events andfinancial trends that we believe may affect our financial condition,results of operations,business strategy and fina

44、ncial needs.These forward-lookingstatements include,but are not limited to:our operations and business prospects;our business and operating strategies and our ability to implement such strategies;our ability to develop and manage our operations and business;competition for,among other things,capital

45、,technology and skilled personnel;our ability to control costs;our ability to identify and conduct investments and acquisitions,obtain regulatory approvals from government authorities,as well asintegrate acquired target(s);changes to regulatory and operating conditions in the industry and geographic

46、al markets in which we operate;our dividend policy;and all other risks and uncertainties described in“Item 3.D.Key InformationRisk Factors.”We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunctionwith the risk fa

47、ctors disclosed in“Item 3.D.Key InformationRisk Factors.”Those risks are not exhaustive.We operate in a rapidly evolvingenvironment.New risks emerge from time to time and it is impossible for our management to predict all risk factors,nor can we assess the impact of allfactors on our business or the

48、 extent to which any factor,or combination of factors,may cause actual results 2Table of Contentsto differ from those contained in any forward-looking statement.We do not undertake any obligation to update or revise the forward-looking statementsexcept as required under applicable law.Unless otherwi

49、se noted,all translations from Renminbi to U.S.dollars and from U.S.dollars to Renminbi in this annual report are made at a rateof RMB7.2993 to US$1.00,the exchange rate in effect as of December 31,2024 as set forth in the H.10 statistical release of The Board of Governors ofthe Federal Reserve Syst

50、em.We make no representation that any Renminbi or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or Renminbi,as the case may be,at any particular rate,or at all.PART I Item 1.Identity of Directors,Senior Management and AdvisersNot applicable.Item 2.Offer Statistics and Exp

51、ected TimetableNot applicable.Item 3.Key InformationOur Corporate Structure and Contractual Arrangements with the Variable Interest EntitiesBaidu,Inc.is not a PRC operating company but a Cayman Islands holding company with operations primarily conducted through(i)oursubsidiaries incorporated in main

52、land China,or mainland China subsidiaries,and(ii)contractual arrangements with the variable interest entities based inmainland China.Our internet content services,value-added telecommunication-based services,internet map services,online audio and video servicesand mobile application distribution bus

53、inesses in mainland China have been conducted through the applicable VIEs in order to comply with the laws andregulations of mainland China,which restrict and impose conditions on foreign direct investment in companies involved in the provision of suchbusinesses.Accordingly,we operate these business

54、es in mainland China through the variable interest entities,and rely on contractual arrangementsamong Baidu,Inc./iQIYI,Inc.,our mainland China subsidiaries,the variable interest entities and their nominee shareholders to control the businessoperations of the variable interest entities.External reven

55、ues contributed by the variable interest entities accounted for 47%,45%and 44%of our totalexternal revenues for the years ended December 31,2022,2023 and 2024,respectively.As used in this annual report,“our company”refers to Baidu,Inc.,whereas“we,”“us,”“our,”or“Baidu”refers to Baidu,Inc.,its subsidi

56、aries,and,in the context of describing our operations and consolidatedfinancial information,the variable interest entities in mainland China and all of the variable interest entities are domestic companies incorporated inmainland China in which we do not have any equity ownership but whose financial

57、 results have been consolidated into our consolidated financialstatements based solely on contractual arrangements in accordance with U.S.GAAP.Investors in our ADSs are not purchasing equity interest in thevariable interest entities in mainland China but instead are purchasing equity interest in a h

58、olding company incorporated in the Cayman Islands.Baidu,Inc./iQIYI,Inc.,our mainland China subsidiaries,the variable interest entities and their nominee shareholders have entered into a series ofcontractual agreements.These contractual arrangements:enable us to receive the economic benefits that cou

59、ld potentially be significant to the variable interest entities in consideration for theservices provided by our subsidiaries;effectively assigned all of the voting rights underlying the nominee shareholders equity interest in the variable interest entities to us;and enable us to hold an exclusive o

60、ption to purchase all or part of the equity interests in the variable interest entities when and to the extentpermitted by the laws of mainland China.3Table of ContentsThese contractual arrangements generally include shareholder voting rights trust agreements or proxy agreements,exclusive equity pur

61、chase andtransfer option agreements or exclusive purchase option agreements,loan agreements,operating agreements or business operation agreements,exclusivetechnology consulting and services agreements,and equity pledge agreements,as the case may be.As for some of the variable interest entities,oursu

62、bsidiaries have entered into additional business cooperation agreements,power of attorney,license agreements and/or commitment letters(as the casemay be)with these variable interest entities and their respective shareholders.Terms contained in each set of contractual arrangements with the variablein

63、terest entities and their respective shareholders are substantially similar.As a result of the contractual arrangements,the shareholders of the variableinterest entities effectively assigned all of their voting rights underlying their equity interest in the variable interest entities to the primary

64、beneficiariesof these companies,which gives our company or its subsidiaries/iQIYI the power to direct the activities that most significantly impact the variableinterest entities economic performance.The individual nominee shareholders of Baidu Netcom,Beijing Perusal and Beijing iQIYI,the variable in

65、terestentities,are directors or members of senior management of us or iQIYI.We or iQIYI consider such people suitable to act as the nominee shareholders ofthese variable interest entities because of,among other considerations,their contribution to us or iQIYI,their competence and their length of ser

66、vicewith and loyalty to us or iQIYI.For more details of these contractual arrangements,see“Item 4.Information on the CompanyC.OrganizationalStructureContractual Arrangements with the Variable Interest Entities and Other Consolidated Affiliated Entities and their Shareholders.”However,the contractual

67、 arrangements may not be as effective as direct ownership in providing us with control over the variable interest entitiesand we may incur substantial costs to enforce the terms of the arrangements.If the variable interest entities or the nominee shareholders fail to performtheir respective obligati

68、ons under the contractual arrangements,we could be limited in our ability to enforce the contractual arrangements thateffectively assigned us the voting rights in the variable interest entities,and these agreements have not been tested in the courts of mainland China.Furthermore,if we are unable to

69、maintain such effective assignment,we would not be able to continue to consolidate the financial results of theseentities in our financial statements.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our Corporate StructureOur contractualarrangements with the variable interest entities in mai

70、nland China and the individual nominee shareholders may not be as effective in providing controlover these entities as direct ownership”and“Item 3.D.Key InformationRisk FactorsRisks Related to Our Corporate StructureThe individualnominee shareholders of the variable interest entities may have potent

71、ial conflicts of interest with us,which may adversely affect our business.We donot have any arrangements in place to address such potential conflicts.”There are also substantial uncertainties regarding the interpretation and application of current and future laws,regulations and rules of mainlandChi

72、na regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the variable interestentities and their nominee shareholders.It is uncertain whether any new laws or regulations of mainland China relating to variable interest entitystructu

73、res will be adopted or if adopted,what they would provide.If we or any of the variable interest entities is found to be in violation of any existingor future laws or regulations of mainland China,or fail to obtain or maintain any of the required permits or approvals,the PRC regulatory authoritieswou

74、ld have broad discretion in accordance with the applicable laws and regulations to take action in dealing with such violations or failures.See“Item3.D.Key InformationRisk FactorsRisks Related to Our Corporate StructureLaws and regulations of mainland China governing our businessesand the validity of

75、 certain of our contractual arrangements are uncertain.If we are found to be in violation,we could be subject to sanctions.In addition,changes in the laws and regulations of mainland China or changes in interpretations thereof may materially and adversely affect our business.”Our operations are prim

76、arily conducted in mainland China through(i)our mainland China subsidiaries and(ii)contractual arrangements with thevariable interest entities based in mainland China,and revenues are primarily generated from mainland China.Though the PRC Foreign Investment Lawdoes not explicitly classify contractua

77、l arrangements as a form of foreign investment,the definition of“foreign investment”thereunder is relatively wideand contains a catch-all provision which includes investments made by foreign investors through 4Table of Contentsmeans stipulated in laws or administrative regulations or other methods p

78、rescribed by the State Council.Therefore,there is no assurance that foreigninvestment via contractual arrangement would not be interpreted as a type of indirect foreign investment activities in the future.If any of the variableinterest entities were deemed as a foreign-invested enterprise under any

79、such future laws,administrative regulations or provisions and any of ourbusiness would be included in any negative list or other form of restrictions on foreign investment,we may need to take further actions to comply withsuch future laws,administrative regulations or provisions.Such actions may hav

80、e a material and adverse impact on our business,financial condition,result of operations and prospects.In addition,if the PRC regulatory authorities were to find our legal structure and contractual arrangements to be inviolation of any laws,administrative regulations or provisions of mainland China,

81、we are uncertain what impact of above PRC regulatory authoritiesactions would have on us and our ability to consolidate the variable interest entities in the consolidated financial statements.For more details,see“Item3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaUncertaintie

82、s exist with respect to the interpretation andimplementation of the PRC Foreign Investment Law and its implementation regulations and how it may impact the viability of our current corporatestructure,corporate governance and business operations.”Our corporate structure is subject to risks associated

83、 with our contractual arrangements with the variable interest entities.Our company and itsinvestors may never have a direct ownership interest in the businesses that are conducted by the variable interest entities.Uncertainties in the PRC legalsystem could limit our ability to enforce these contract

84、ual arrangements,and these contractual arrangements have not been tested in a court of law.If thePRC government finds that the agreements that establish the structure for operating our business in mainland China do not comply with the laws andregulations of mainland China,or if these regulations or

85、the interpretation of existing regulations change or are interpreted differently in the future,weand the variable interest entities could be subject to severe penalties or be forced to relinquish our interests in those operations.This would result in thevariable interest entities being deconsolidate

86、d.The majority of our assets,including the necessary licenses to conduct business in mainland China,areheld by the variable interest entities.A significant part of our revenues are generated by the variable interest entities.An event that results in thedeconsolidation of the variable interest entiti

87、es would have a material effect on our operations and result in the value of the securities of our companydiminish substantially or even become worthless.Our company,our mainland China subsidiaries and the variable interest entities,and investors of ourcompany face uncertainty about potential future

88、 actions by the PRC government that could affect the enforceability of the contractual arrangements withthe variable interest entities and,consequently,significantly affect the financial performance of the variable interest entities and our company as awhole.Baidu,Inc.may not be able to repay its in

89、debtedness,and the Class A ordinary shares or ADSs of our company may decline in value or becomeworthless,if we are unable to assert our contractual control rights over the assets of our mainland China subsidiaries and the variable interest entitiesthat conduct all or substantially all of our operat

90、ions.For a detailed description of the risks associated with our corporate structure,please refer to risksdisclosed under“Item 3.D.Key InformationRisk FactorsRisks Related to Our Corporate Structure.”Our company and the variable interest entities face various risks and uncertainties related to doing

91、 business in China.For example,we face risksassociated with regulatory approvals on offshore offerings,antimonopoly regulatory actions,and oversight on cybersecurity and data privacy.Theserisks could result in a material adverse change in our operations and the value of our ADSs,significantly limit

92、or completely hinder our ability tocontinue to offer securities to investors,or adversely affect the value of such securities.For a detailed description of risks related to doing business inChina,see“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in China.”PRC governments certai

93、n administrative measures in regulating(i)our operations and(ii)offerings conducted overseas by,and foreigninvestment in,China-based issuers,could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.Implementation of industry-wide regulations,in

94、cluding data security or anti-monopoly related regulations,in this nature may result in adverse effect onthe value of such securities.For more details,see“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaAny failureto meet the PRC governments complex regulatory 5Table of C

95、ontentsrequirements on our business operation could have a material adverse effect on our operations and the value of our securities.”Risks and uncertainties arising from the PRC legal system,including risks and uncertainties regarding the enforcement of laws and quicklyevolving rules and regulation

96、s in mainland China,could result in a material adverse change in our operations and the value of our ADSs.For moredetails,see“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaUncertainties exist with respect to theinterpretation and implementation of the PRC Foreign Invest

97、ment Law and its implementation regulations and how it may impact the viability of ourcurrent corporate structure,corporate governance and business operations.”The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,which was enacted on December 18,2020

98、 and further amended by theConsolidated Appropriations Act,2023 signed into law on December 29,2022,or the HFCAA,if the Securities and Exchange Commission,or the SEC,determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by

99、the Public CompanyAccounting Oversight Board,or the PCAOB,for two consecutive years,the SEC will prohibit our shares or the ADSs from being traded on a nationalsecurities exchange or in the over-the-counter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify t

100、he SECof its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainlandChina and Hong Kong,including our auditor.In April 2022,the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAAfollowing the

101、filing of our annual report on Form 20-F for the fiscal year ended December 31,2021.On December 15,2022,the PCAOB issued a reportthat vacated its December 16,2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable toinspect or investigate complet

102、ely registered public accounting firms.For this reason,we were not identified as a Commission-Identified Issuer under theHFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31,2023 and do not expect to be so identified after we filethis annual report on Form 20-F f

103、or the fiscal year ended December 31,2024.Each year,the PCAOB will determine whether it can inspect andinvestigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that it nolonger has full access to inspect and investigate comple

104、tely accounting firms in mainland China and Hong Kong and we use an accounting firmheadquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC,we would be identified as aCommission-Identified Issuer following the filing of the annual report on

105、Form 20-F for the relevant fiscal year.There can be no assurance that wewould not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified for two consecutive years,we wouldbecome subject to the prohibition on trading under the HFCAA.See“Item 3.D.Key In

106、formationRisk FactorsRisks Related to Doing Business inChinaThe PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and theinability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors

107、with the benefits of such inspections.”and“Item3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaOur ADSs may be prohibited from trading in the United States underthe HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.The de

108、listing or prohibition of tradingof the ADSs,or the threat of their being delisted or prohibited from trading,may materially and adversely affect the value of your investment.”Permissions Required from the PRC Government Authorities for Our OperationsWe conduct our business primarily through our sub

109、sidiaries and the variable interest entities in mainland China.Our operations in mainland Chinaare governed by the laws and regulations of mainland China.As of the date of this annual report,our mainland China subsidiaries and the variableinterest entities have obtained the requisite licenses and pe

110、rmits from the PRC government authorities that are material for the business operations of oursubsidiaries and the variable interest entities in mainland China,including,among others,the Value-Added Telecommunication Business OperatingLicense,the Internet News Information Service License,the 6Table

111、of ContentsShort Messaging Service Access Code Certificate,the Online Audio/Video Program Transmission License,the Radio and Television ProgramProduction License,the Surveying and Mapping Qualification Certificate for internet map services,the Internet Culture Business Permit,the PublicationBusiness

112、 Operating License,the Filing Certificate for Internet Drug and Medical Devices Information Services/the Qualification Certificate for InternetDrug Information Services,the Human Resource Services License,the Filing Certificate for the Online Transaction Platform,the Filing Certificate forBusiness o

113、f Category II Medical Devices,the Registration Certificate for Medical Devices,the Food Business License/the Filing Certificate for Sales ofPre-Packaged Foods,the Medicine Business License,the Filing Certificate for the Online Publication Transaction Platform,the Internet Domain NameServices License

114、,the Medical Device Operation License,the Filing Certificate for Third-Party Platform Provider of Online Trading Service for Drugsand the Filing Certificate for Third-Party Platform Provider of Online Trading Service for Medical Device,the Practice License of Medical Institutions,the Internet Religi

115、ous Information Service License,the Filing Information Form of Third Party Platform Providers of Online Food Trading,the AquaticWildlife Operation and Utilization License,the Filing Certificate for Customs Clearance,the Foreign-Related Investigation License,the Online Taxi-Hailing Operation License

116、and certain permits for road testing and demonstration application and/or commercial operations of autonomous drivingvehicles.Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by the governmentauthorities,we may be required to

117、obtain additional licenses,permits,filings or approvals for our businesses and services in the future.For moredetailed information,see“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaWe may be adversely affected by thecomplexity,uncertainties and changes in the regulation

118、s of internet and related business and companies in mainland China.”Furthermore,in connection with our historical issuance of securities to foreign investors,we,our mainland China subsidiaries and the variableinterest entities,(i)are not required to obtain permission from the China Securities Regula

119、tory Commission,or the CSRC,(ii)are not required to gothrough a cybersecurity review by the Cyberspace Administration of China,or the CAC,and(iii)have not been asked to obtain permission from theCSRC or the CAC by any PRC government authority.However,the PRC government has promulgated certain regula

120、tions and rules to exert more oversight and control over offerings that are conductedoverseas and/or foreign investment in China-based issuers.On February 17,2023,the CSRC released the Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Companies and five supporting

121、guidelines,or,collectively,the Filing Rules,which took effect onMarch 31,2023.According to the Filing Rules,domestic companies in mainland China that directly or indirectly offer or list their securities in anoverseas market are required to file with the CSRC.In addition,an overseas listed company m

122、ust also submit the filing with respect to its follow-onofferings,issuance of convertible corporate bonds and exchangeable bonds,and other equivalent offering activities,within a specific time framerequested under the Filing Rules.Therefore,we will be required to file with the CSRC for our overseas

123、offering of equity and equity linked securities inthe future within the applicable scope of the Filing Rules.For more detailed information,see“Item 3.D.Key InformationRisk FactorsRisks Relatedto Doing Business in ChinaThe approval of and/or filing with the CSRC or other PRC government authorities ma

124、y be required in connection with ouroffshore offerings under the laws of mainland China,and,if required,we cannot predict whether or for how long we will be able to obtain such approvalor complete such filing.”Cash Flows through Our OrganizationBaidu,Inc.is a holding company with no operations of it

125、s own.We conduct our operations in mainland China primarily through our subsidiariesand the variable interest entities in mainland China.As a result,although other means are available for us to obtain financing at the holding companylevel,Baidu,Inc.s ability to pay dividends to the shareholders and

126、to service any debt it may incur may depend upon dividends paid by our mainlandChina subsidiaries and license and service fees paid by the variable interest entities.If any of our subsidiaries incurs debt on its own behalf,theinstruments governing such debt may restrict its ability to pay dividends

127、to Baidu,Inc.In addition,our mainland China subsidiaries are permitted to paydividends to Baidu,Inc.only out of their retained earnings,if any,as determined in accordance with PRC accounting standards and 7Table of Contentsregulations.Further,our mainland China subsidiaries and the variable interest

128、 entities are required to make appropriations to certain statutory reservefunds or may make appropriations to certain discretionary funds,which are not distributable as cash dividends except in the event of a solventliquidation of the companies.For more details,see“Item 5.B.Operating and Financial R

129、eview and ProspectsLiquidity and Capital ResourcesHolding Company Structure.”Under the laws and regulations of mainland China,our mainland China subsidiaries and the variable interest entities are subject to certainrestrictions with respect to paying dividends or otherwise transferring any of their

130、net assets to us.Remittance of dividends by a wholly foreign-ownedenterprise out of mainland China is also subject to examination by the banks designated by State Administration of Foreign Exchange,or SAFE.Theamounts restricted include the paid-up capital and the statutory reserve funds of our mainl

131、and China subsidiaries and the net assets of the variableinterest entities in which we have no legal ownership,totaling RMB47.3 billion,RMB48.0 billion and RMB48.1 billion(US$6.6 billion)as ofDecember 31,2022,2023 and 2024,respectively.For risks relating to the fund flows of our operations in mainla

132、nd China,see“Item 3.D.KeyInformationRisk FactorsRisks Related to Doing Business in ChinaOur subsidiaries and the variable interest entities in mainland China aresubject to restrictions on paying dividends and making other payments to our holding company.”From 2022 to 2024,certain of our mainland Chi

133、na subsidiaries have declared and distributed profits earned to Baidu(Hong Kong)Limited for anaggregate amount of RMB23.7 billion(US$3.2 billion);the dividend payments are subject to withholding tax.In addition,in 2024,Baidu Inc.receivedRMB15.2 billion(US$2.1 billion)as cash distributions from one o

134、f its subsidiaries.We have made tax provisions based on the corresponding tax rate.Ifour mainland China subsidiaries further declare and distribute profits earned after January 1,2008 in the future,the dividend payments will be subject towithholding tax,which will increase our tax liability and redu

135、ce the amount of cash available to our company.For the potential distributable profits to bedistributed to our qualified Hong Kong incorporated subsidiary,the deferred tax liabilities are accrued at a 5%withholding tax rate.For moreinformation on related risks,please see“Item 3.D.Key InformationRisk

136、 FactorsRisks Related to Doing Business in ChinaIf our mainland Chinasubsidiaries declare and distribute dividends to their respective offshore parent companies,we will be required to pay more taxes,which could have amaterial and adverse effect on our result of operations.”Under the laws of mainland

137、 China,Baidu Inc.may provide funding to our mainland China subsidiaries only through capital contributions or loans,and to the variable interest entities only through loans,subject to satisfaction of applicable government registration and approval requirements.For the years ended December 31,2022,20

138、23 and 2024,Baidu,Inc.provided loans with principal amount of RMB11.0 billion,RMB24.4 billionand RMB67.6 billion(US$9.3 billion),respectively,to its subsidiaries,and the subsidiaries repaid principal amount of RMB12.6 billion,RMB27.1 billion and RMB66.8 billion(US$9.1 billion),respectively,to Baidu,

139、Inc.For the years ended December 31,2022,2023 and 2024,the subsidiaries of Baidu,Inc.provided loans with principal amount of RMB22.3 billion,RMB21.4 billion and RMB39.2 billion(US$5.4 billion),respectively,to Baidu,Inc.and Baidu,Inc.repaid principal amount of RMB3.1 billion,RMB23.3 billion and RMB25

140、.2 billion(US$3.5 billion),respectively,to its subsidiaries.For the years ended December 31,2022,2023 and 2024,loans for the amounts of RMB65 million,RMB58 million and RMB434 million(US$59million),respectively,were provided to the nominee shareholders to fund the capitalization of the variable inter

141、est entities for which the Company doesnot intend to seek repayment,and nil was repaid by the nominee shareholders.For the years ended December 31,2022,2023 and 2024,the variable interest entities received RMB5.4 billion,RMB1.5 billion andRMB9.8 billion(US$1.3 billion),respectively,as capital contri

142、butions or 8Table of Contentsloans from the subsidiaries of Baidu,Inc.and the variable interest entities repaid principal amount of RMB6.5 billion,RMB5.2 billion andRMB698 million(US$96 million),respectively,to the subsidiaries.For the years ended December 31,2022,2023 and 2024,the variable interest

143、 entities did not provide loans to the subsidiaries of Baidu,Inc.andthe subsidiaries repaid principal amount of RMB200 million,RMB345 million and nil,respectively,to the variable interest entities.Baidu,Inc.has not declared or paid any cash dividends,nor does it have any present plan to pay any cash

144、 dividends on its ordinary shares in theforeseeable future.We currently intend to retain most,if not all,of our available funds and any future earnings to operate and expand our business.See“Item 8.Financial InformationA.Consolidated Statements and Other Financial InformationDividend Policy.”For mai

145、nland China andUnited States federal income tax considerations of an investment in our ADSs,see“Item 10.Additional InformationE.Taxation.”A.ReservedThe following table presents the selected consolidated financial information for our company.The selected consolidated statements ofcomprehensive income

146、 data and cash flow data for the three years ended December 31,2022,2023 and 2024 and the consolidated balance sheets data asof December 31,2023 and 2024 have been derived from our audited consolidated financial statements,which are included in this annual reportbeginning on page F-1.The selected co

147、nsolidated statements of comprehensive income data and cash flow data for the years ended December 31,2020and 2021 and the selected consolidated balance sheets data as of December 31,2020,2021 and 2022 have been derived from our audited consolidatedfinancial statements for the years ended December 3

148、1,2020,2021 and 2022,which are not included in this annual report.Our historical results do notnecessarily indicate results expected for any future periods.The selected consolidated financial data should be read in conjunction with,and arequalified in their entirety by reference to,our audited conso

149、lidated financial statements and related notes and“Item 5.Operating and Financial Reviewand Prospects”below.Our audited consolidated financial statements are prepared and presented in accordance with U.S.GAAP.Year Ended December 31,2020 2021 2022 2023 2024 RMB RMB RMB RMB RMB US$(In millions,except

150、per share and per ADS data)Consolidated Statements of Comprehensive Income Data:Revenues:Online marketing services 72,840 80,695 74,711 81,203 78,563 10,763 Others 34,234 43,798 48,964 53,395 54,562 7,475 Total revenues 107,074 124,493 123,675 134,598 133,125 18,238 Operating costs and expenses:Cost

151、 of revenues 55,158 64,314 63,935 65,031 66,102 9,056 Selling,general and administrative 18,063 24,723 20,514 23,519 23,620 3,236 Research and development 19,513 24,938 23,315 24,192 22,133 3,032 Total operating costs and expenses 92,734 113,975 107,764 112,742 111,855 15,324 Operating profit 14,340

152、 10,518 15,911 21,856 21,270 2,914 Total other income(loss),net 8,750 260 (5,799)3,342 7,352 1,007 Income before income taxes 23,090 10,778 10,112 25,198 28,622 3,921 Income taxes 4,064 3,187 2,578 3,649 4,447 609 Net income 19,026 7,591 7,534 21,549 24,175 3,312 Less:Net(loss)income attributable to

153、 non-controlling interests (3,446)(2,635)(25)1,234 415 57 Net income attributable to Baidu,Inc.22,472 10,226 7,559 20,315 23,760 3,255 9Table of Contents As of December 31,2020 2021 2022 2023 2024 RMB RMB RMB RMB RMB US$(In millions)Consolidated Balance Sheets Data:Cash and cash equivalents 35,782 3

154、6,850 53,156 25,231 24,832 3,402 Restricted cash 758 10,821 11,330 11,503 11,697 1,602 Short-term investments,net(1)126,402 143,243 120,839 168,670 102,608 14,057 Total assets 332,708 380,034 390,973 406,759 427,780 58,606 Short-term loans 3,016 4,168 5,343 10,257 10,669 1,462 Long-term loans,curren

155、t portion 7,427 2 2 168 23 Long-term loans 12,629 13,722 14,223 15,596 2,137 Notes payable,current portion 10,505 6,904 6,029 8,026 1,100 Notes payable 48,408 43,120 39,893 34,990 27,996 3,835 Convertible senior notes,current portion(2)4,752 8,305 2,802 242 33 Convertible senior notes(2)11,927 12,65

156、2 9,568 8,144 8,351 1,144 Total liabilities 140,865 156,082 153,168 144,151 144,168 19,751 Total Baidu,Inc.shareholders equity 182,696 211,459 223,478 243,626 263,620 36,116 (1)We adopted Accounting Standards Update(ASU)No.2016-13,Financial Instruments-Credit Losses(Topic 326):Measurement of Credit

157、Losses on Financial Instruments,or ASU2016-13,on January 1,2020,which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.ASU 2016-13 replaces the existingincurred loss impairment model with an expected loss methodology,resulting in more tim

158、ely recognition of credit losses.(2)We adopted ASU No.2020-06,Accounting for Convertible Instruments and Contracts in an Entitys Own Equity,or ASU 2020-06,on January 1,2022 using a modified retrospectivetransition method.Following the adoption of ASU 2020-06,all of the proceeds received from the iss

159、uance of the existing notes have been recorded as a liability on the balance sheet inaccordance with ASC 470-20.The difference between the principal amount of each of the existing notes and net proceeds from the issuance is considered debt discount and isamortized at their respective effective inter

160、est rates to accrete the carrying value of the existing notes to its face value on the respective put dates of the existing notes.Year Ended December 31,2020 2021 2022 2023 2024 RMB RMB RMB RMB RMB US$(In millions)Consolidated Cash Flow Data:Net cash provided by operating activities 24,200 20,122 26

161、,170 36,615 21,234 2,909 Net cash used in investing activities (27,552)(31,444)(3,944)(50,397)(8,555)(1,172)Net cash provided by/(used in)financing activities 5,665 23,396 (6,390)(14,162)(13,759)(1,885)Net increase/(decrease)in cash,cash equivalents and restricted cash 2,101 11,131 17,565 (27,662)(9

162、85)(135)Financial Information Related to the Variable Interest EntitiesThe following tables present the condensed consolidating schedule of financial performance,financial position and cash flows for Baidu,Inc.,itswholly owned subsidiaries that are the Primary Beneficiaries of the VIEs under U.S.GAA

163、P,or the Primary Beneficiaries of VIEs excluding Baidu,Inc.,its other subsidiaries that are not the Primary Beneficiaries of VIEs,or the“Other Subsidiaries,the VIEs and VIEs subsidiaries that we consolidate forthe periods and as of the dates presented.“Baidu Inc.”is our holding company in the Cayman

164、 Islands,and the primary beneficiary of the VIEs including Baidu Netcom,BeijingPerusal,and other VIEs.“Primary Beneficiaries of VIEs excluding Baidu,Inc.”mainly refer to iQIYI,Inc.,the primary beneficiary ofBeijing iQIYI and other iQIYI VIEs.“Other Subsidiaries”refer to the sum of non-VIE subsidiari

165、es,which mainly include Baidu Online Network Technology(Beijing)Co.,Ltd.,or Baidu Online,Baidu(China)Co.,Ltd.,or Baidu China,B Times Technology(Beijing)Co.,Ltd.,or Baidu Times,BeijingQIYI Century Science&Technology Co.,Ltd.,or Beijing QIYI Century,a wholly-owned foreign enterprise of iQIYI,Inc.,and

166、10Table of Contents other wholly-owned subsidiaries,which mainly provide online marketing services to external customers.In addition,as instructed by theprimary beneficiaries of the VIEs,certain wholly-owned subsidiaries including Baidu Online and Beijing QIYI Century also provide long-term loans to

167、 the nominee shareholders of the VIEs to fund the capitalization of these entities as well as exclusive technology consultingand services to the VIEs.“VIEs and VIEs subsidiaries”refer to the sum of Baidu Netcom,Beijing Perusal,Beijing iQIYI and other iQIYI VIEs,and other VIEs.Selected Condensed Cons

168、olidating Statements of Comprehensive Income Information For the Year Ended December 31,2024 Baidu Inc.Primary Beneficiaries of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries Eliminations Consolidated Total RMB(In millions)Revenues 5 91,045 66,755 (24,680)133,125 Share of inc

169、ome of the VIEs and VIEs subsidiaries 2,625 453 (3,078)Net income 23,760 668 22,839 2,625 (25,717)24,175 For the Year Ended December 31,2023 Baidu Inc.Primary Beneficiaries of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries Eliminations Consolidated Total RMB(In millions)Reven

170、ues 22 92,326 67,001 (24,751)134,598 Share of income of the VIEs and VIEs subsidiaries 4,021 501 (4,522)Net income 20,315 1,819 19,235 4,202 (24,022)21,549 For the Year Ended December 31,2022 Baidu Inc.Primary Beneficiaries of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries El

171、iminations Consolidated Total RMB(In millions)Revenues 14 82,471 62,121 (20,931)123,675 Share of income of the VIEs and VIEs subsidiaries 158 164 (322)Net income(loss)7,559 (272)11,640 212 (11,605)7,534 11Table of ContentsSelected Condensed Consolidating Balance Sheets Information As of December 31,

172、2024 Baidu,Inc.Primary Beneficiaries of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries Eliminations Consolidated Total RMB(In millions)Assets Cash and cash equivalents 2,383 936 19,522 1,991 24,832 Short-term investments,net 16,171 80,964 5,473 102,608 Accounts receivable,net

173、 2,973 7,131 10,104 Others 5 39 20,061 11,200 31,305 Total current assets 18,559 975 123,520 25,795 168,849 Fixed assets,net 213 17,306 12,583 30,102 Intangible assets,net 51 721 772 Licensed copyrights,net 5,273 1,657 6,930 Produced content,net 1,277 13,418 14,695 Long-term investments,net 850 291

174、24,170 16,410 41,721 Long-term time deposits and held-to-maturity investments 10,970 84,181 3,384 98,535 Investments in subsidiaries 278,261 2,888 (281,149)Contractual interests in the VIEs and VIEs subsidiaries(1)5,477 24,236 (29,713)Operating lease right-of-use assets 4,463 6,435 10,898 Others 151

175、 35,552 19,575 55,278 Total non-current assets 295,771 3,330 196,509 74,183 (310,862)258,931 Amounts due from the entities within Baidu(2)569 22,801 (23,370)Total assets 314,899 27,106 320,029 99,978 (334,232)427,780 Liabilities Accounts payable and accrued liabilities 698 21 22,197 18,527 41,443 Cu

176、stomers deposits and deferred revenue 5,873 8,751 14,624 Operating lease liabilities 143 3,160 3,303 Others 8,026 242 4,042 9,273 21,583 Total current liabilities 8,724 263 32,255 39,711 80,953 Operating lease liabilities 126 4,847 4,973 Others 42,555 8,351 4,831 2,505 58,242 Total non-current liabi

177、lities 42,555 8,351 4,957 7,352 63,215 Amounts due to the entities within Baidu(2)8,255 20,316 (28,571)Total liabilities 51,279 8,614 45,467 67,379 (28,571)144,168 Redeemable noncontrolling interests 5,600 4,156 114 9,870 Equity Total Baidu shareholders equity(3)263,620 5,575 270,373 29,713 (305,661

178、)263,620 Noncontrolling interests 7,317 33 2,772 10,122 Total equity 263,620 12,892 270,406 32,485 (305,661)273,742 Total liabilities,redeemable noncontrolling interests,and equity 314,899 27,106 320,029 99,978 (334,232)427,780 12Table of Contents As of December 31,2023 Baidu,Inc.Primary Beneficiari

179、es of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries Eliminations Consolidated Total RMB(In millions)Assets Cash and cash equivalents 5,463 406 14,524 4,838 25,231 Short-term investments,net 4,338 159,277 5,055 168,670 Accounts receivable,net 3,206 7,642 10,848 Others 13 42 1

180、7,165 8,286 25,506 Total current assets 9,814 448 194,172 25,821 230,255 Fixed assets,net 217 18,659 9,084 27,960 Intangible assets,net 46 835 881 Licensed copyrights,net 5,016 1,951 6,967 Produced content,net 1,028 12,349 13,377 Long-term investments,net 423 354 29,752 17,428 47,957 Long-term time

181、deposits and held-to-maturity investments 2,528 21,808 330 24,666 Investments in subsidiaries 298,642 958 (299,600)Contractual interests in the VIEs and VIEs subsidiaries(1)3,654 23,859 (27,513)Operating lease right-of-use assets 4,610 6,241 10,851 Others 152 32,427 11,266 43,845 Total non-current a

182、ssets 305,464 1,464 137,205 59,484 (327,113)176,504 Amounts due from the entities within Baidu(2)24,823 (24,823)Total assets 315,278 26,735 331,377 85,305 (351,936)406,759 Liabilities Accounts payable and accrued liabilities 572 41 20,719 16,385 37,717 Customers deposits and deferred revenue 6,620 8

183、,007 14,627 Operating lease liabilities 225 2,883 3,108 Others 6,029 2,802 5,387 6,781 20,999 Total current liabilities 6,601 2,843 32,951 34,056 76,451 Operating lease liabilities 120 4,920 5,040 Others 49,115 8,144 3,568 1,833 62,660 Total non-current liabilities 49,115 8,144 3,688 6,753 67,700 Am

184、ounts due to the entities within Baidu(2)15,936 696 13,985 (30,617)Total liabilities 71,652 10,987 37,335 54,794 (30,617)144,151 Redeemable noncontrolling interests 6,090 3,261 114 9,465 Equity Total Baidu shareholders equity(3)243,626 3,060 290,746 27,513 (321,319)243,626 Noncontrolling interests 6

185、,598 35 2,884 9,517 Total equity 243,626 9,658 290,781 30,397 (321,319)253,143 Total liabilities,redeemable noncontrolling interests,and equity 315,278 26,735 331,377 85,305 (351,936)406,759 Note:(1)It represents the elimination of the contractual interests in the VIEs and VIEs subsidiaries,which in

186、cludes contractual interests in the VIEs through loans tonominee shareholders or capital contributions and the primary beneficiaries share of income(loss)from the VIEs and VIEs subsidiaries.13Table of Contents(2)It represents the elimination of intercompany balances among Baidu,Inc.,the primary bene

187、ficiaries,other subsidiaries and the VIEs and VIEs subsidiaries.Theshort-term loans and long-term loans provided to the VIEs and VIEs subsidiaries were RMB11.9 billion(US$1.6 billion)and RMB9.9 billion(US$1.4 billion),respectively,as of December 31,2024 and RMB9.9 billion and RMB3.4 billion,respecti

188、vely,as of December 31,2023.(3)The loans provided to the nominee shareholders were RMB19.6 billion(US$2.7 billion)and RMB19.2 billion as of December 31,2024 and 2023,respectively,which will mature from 2027 to 2047.The loans provided to the nominee shareholders were to fund the capitalization of the

189、 VIEs for which the Company does notintend to seek repayment.The term of all such loans provided to the nominee shareholders has historically been extended prior to their respective original maturitydates,and we will continue to extend the term of all outstanding loans before they become due.Selecte

190、d Condensed Consolidating Cash Flows Information For the Year Ended December 31,2024 Baidu,Inc.Primary Beneficiaries of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries Eliminations Consolidated Total RMB(In millions)Net cash provided by/(used in)operating activities(1)13,872 (

191、10)30,096 (7,363)(15,361)21,234 Net cash(used in)/provided by investing activities (18,763)3,496 (6,520)(7,584)20,816 (8,555)Including:Cash contribution to VIEs and VIEssubsidiaries(2)(3)(434)434 Loans provided to VIEs and VIEs subsidiaries(4)(11)(9,380)9,391 Loans repayments from VIEs and VIEssubsi

192、diaries(4)698 (698)Net cash provided by/(used in)financing activities(1)1,938 (2,968)(19,372)12,098 (5,455)(13,759)Including:Cash contribution to VIEs and VIEssubsidiaries(2)(3)434 (434)Loans provided to VIEs and VIEs subsidiaries(4)9,391 (9,391)Loans repayments from VIEs and VIEssubsidiaries(4)(698

193、)698 14Table of Contents For the Year Ended December 31,2023 Baidu,Inc.Primary Beneficiaries of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries Eliminations Consolidated Total RMB(In millions)Net cash(used in)/provided by operating activities(1)(2,012)(361)33,660 5,328 36,615

194、Net cash provided by/(used in)investing activities 2,592 237 (41,608)(2,381)(9,237)(50,397)Including:Cash contribution to VIEs and VIEssubsidiaries(2)(3)(58)58 Loans provided to VIEs and VIEs subsidiaries(4)(1,492)1,492 Loans repayments from VIEs and VIEssubsidiaries(4)5,150 (5,150)Net cash used in

195、financing activities(1)(13,881)(3,863)(3,657)(1,998)9,237 (14,162)Including:Cash contribution to VIEs and VIEssubsidiaries(2)(3)58 (58)Loans provided to VIEs and VIEs subsidiaries(4)1,492 (1,492)Loans repayments from VIEs and VIEssubsidiaries(4)(5,150)5,150 15Table of Contents For the Year Ended Dec

196、ember 31,2022 Baidu,Inc.Primary Beneficiaries of VIEs excluding Baidu,Inc.Other Subsidiaries VIEs and VIEs subsidiaries Eliminations Consolidated Total RMB(In millions)Net cash(used in)/provided by operating activities(1)(2,418)(161)25,664 2,938 147 26,170 Net cash provided by/(used in)investing act

197、ivities 2,753 (2,773)(21,268)(1,898)19,242 (3,944)Including:Cash contribution to VIEs and VIEssubsidiaries(2)(3)(65)65 Loans provided to VIEs and VIEs subsidiaries(4)(5,313)5,313 Loans repayments from VIEs and VIEssubsidiaries(4)6,480 (6,480)Net cash provided by/(used in)financing activities(1)6,054

198、 5,580 1,429 (64)(19,389)(6,390)Including:Cash contribution to VIEs and VIEssubsidiaries(2)(3)65 (65)Loans provided to VIEs and VIEs subsidiaries(4)5,313 (5,313)Loans repayments from VIEs and VIEssubsidiaries(4)(6,480)6,480 Note:(1)For the years ended December 31,2022,2023 and 2024,Baidu Inc.receive

199、d nil,nil and RMB15.2 billion(US$2.1 billion),respectively,as cash distributions fromone of its subsidiaries.(2)For the years ended December 31,2022,2023 and 2024,the primary beneficiaries designated its subsidiaries to provide loans totaling RMB65 million,RMB58 million and RMB434 million(US$59 mill

200、ion),respectively,to the nominee shareholders to fund the capitalization of the VIEs and VIEs subsidiaries forwhich the primary beneficiaries do not intend to seek repayment,and nil was repaid by the nominee shareholders.(3)For the years ended December 31,2022,2023 and 2024,the VIEs and VIEs subsidi

201、aries did not receive capital contribution from other subsidiaries.(4)For the years ended December 31,2022,2023 and 2024,the VIEs and VIEs subsidiaries received RMB5.3 billion,RMB1.5 billion and RMB9.4 billion(US$1.3billion),respectively,as loans from other subsidiaries and the VIEs and VIEs subsidi

202、aries repaid principal amounts of RMB6.5 billion,RMB5.2 billion andRMB698 million(US$96 million),respectively,to other subsidiaries.16Table of ContentsB.Capitalization and IndebtednessNot applicable.C.Reasons for the Offer and Use of ProceedsNot applicable.D.Risk FactorsSummary of Risk FactorsAn inv

203、estment in our ADSs or Class A ordinary shares involves significant risks.Below is a summary of material risks we face,organized underrelevant headings.All the operational risks associated with being based in and having operations in mainland China also apply to operations in HongKong.With respect t

204、o the legal risks associated with being based in and having operations in mainland China,the laws,regulations and the discretion ofmainland China government authorities discussed in this annual report are expected to apply to mainland China entities and businesses,rather thanentities or businesses i

205、n Hong Kong which operate under a different set of laws from mainland China.These risks are discussed more fully in Item 3.D.Key InformationRisk Factors.Risks Related to Our Business and Industry If we fail to retain existing customers or attract new customers for our online marketing services,our b

206、usiness,results of operations andgrowth prospects could be seriously harmed;Our business and results of operations could continue to be materially and adversely affected by the challenging macroeconomicenvironment impacting online marketing demand;Our business depends on a strong brand.If we are una

207、ble to maintain and enhance our brand,or if there is negative publicity related to ourproducts and services,our employees,or our business practices,our business and results of operations may be harmed;We may not be able to achieve the anticipated benefits of our recent acquisition of YY Live,and fac

208、e other risks associated with theacquisition and the operation of YY Live;We face significant competition and may suffer from loss of users and customers as a result;If our expansions into new businesses are not successful,our results of operation and growth prospects may be materially and adversely

209、affected;We have made significant investments in foundation models and generative AI and may face uncertainties with respect to theircommercialization and the evolving laws and regulations applicable to us;We have experienced slowdowns and declines in our revenues,and we may sustain net loss from ti

210、me to time,and we may experiencedownward pressure on our operating and profit margins in the future;Potential issues in the adoption and use of artificial intelligence in our product offerings may result in reputational harm or liability;If we fail to continue to innovate and provide products,servic

211、es and high-quality internet experience that attract and retain users,we maynot be able to remain competitive;we may expend significant resources in order to remain competitive;and Our business is subject to complex and evolving Chinese and international laws and regulations,including those regardin

212、g data privacyand cybersecurity.Failure to comply with these laws and 17Table of Contents regulations would result in claims,penalties,damages to our reputation and brand,or declines in user growth or engagement,or otherwiseharm our business.Risks Related to Our Corporate Structure Our company is a

213、Cayman Islands holding company with no equity ownership in the variable interest entities and we conduct ouroperations in mainland China through(i)our mainland China subsidiaries and(ii)the variable interest entities with which we havemaintained contractual arrangements.Investors in our Class A ordi

214、nary shares or the ADSs thus are not purchasing equity interest in thevariable interest entities in mainland China but instead are purchasing equity interest in a Cayman Islands holding company.If the PRCgovernment deems that our contractual arrangements with the variable interest entities do not co

215、mply with mainland Chinas regulatoryrestrictions on foreign investment in the relevant industries,or if these regulations or the interpretation of existing regulations change or areinterpreted differently in the future,we could be subject to severe penalties or be forced to relinquish our interests

216、in those operations.Ourholding company in the Cayman Islands,the variable interest entities,and investors of our company face uncertainty about potential futureactions by the PRC government that could affect the enforceability of the contractual arrangements with the variable interest entities and,c

217、onsequently,significantly affect the financial performance of the variable interest entities and our company as a group;Our contractual arrangements with the variable interest entities in mainland China and the individual nominee shareholders may not be aseffective in providing control over these en

218、tities as direct ownership;and We are in the process of registering the pledges of equity interests by nominee shareholders of some of the variable interest entities,and wemay not be able to enforce the equity pledges against any third parties who acquire the equity interests in good faith in the re

219、levant variableinterest entities before the pledges are registered.Risks Related to Doing Business in China Changes in Chinas economic,political or social conditions or government policies could have a material and adverse effect on ourbusiness and operations;The approval of and/or filing with the C

220、SRC or other PRC government authorities may be required in connection with our offshoreofferings under the laws of mainland China,and,if required,we cannot predict whether or for how long we will be able to obtain suchapproval or complete such filing;There are uncertainties regarding the interpretat

221、ion and enforcement of PRC laws,rules and regulations;We may be adversely affected by the complexity,uncertainties and changes in the regulations of internet and related business andcompanies in mainland China;Any failure to meet the PRC governments complex regulatory requirements on our business op

222、eration could have a material adverse effecton our operations and the value of our securities;Any failure or perceived failure by us to comply with the enacted Guidelines to Anti-Monopoly in the Field of Internet Platforms and otheranti-monopoly laws and regulations may result in governmental invest

223、igations or enforcement actions,litigation or claims against us andcould have an adverse effect on our business,financial condition and results of operations;It may be difficult for overseas regulators to conduct investigation or collect evidence within mainland China;The PCAOB had historically been

224、 unable to inspect our auditor in relation to their audit work performed for our financial statements andthe inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of suchinspections;and 18Table of Contents Our ADSs may be prohibited fro

225、m trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting or prohibition of trading of the ADSs,or the threat of their being delisted orprohibited from trading,may materially and adversely affect th

226、e value of your investment.Risks Related to our ADSs and Class A Ordinary Shares The trading price of our ADSs and/or our Class A ordinary shares has been and is likely to continue to be volatile regardless of ouroperating performance;We adopt different practices as to certain matters as compared wi

227、th many other companies primarily listed on the Hong Kong StockExchange;Substantial future sales or perceived potential sales of our Class A ordinary shares and/or ADSs in the public market could cause the priceof our Class A ordinary shares and/or ADSs to decline;and The different characteristics o

228、f the capital markets in Hong Kong and the U.S.may negatively affect the trading prices of our Class Aordinary shares and/or ADSs.Risks Related to Our Business and IndustryIf we fail to retain existing customers or attract new customers for our online marketing services,our business,results of opera

229、tions and growthprospects could be seriously harmed.We generate a substantial majority of our revenues from online marketing services.Our online marketing customers will not continue to dobusiness with us if their investment does not generate sales leads and ultimately consumers,or if we do not deli

230、ver their web pages in an appropriate andeffective manner.Our online marketing customers may choose to discontinue their business with us,which are not subject to fixed-term contracts.Inaddition,third parties may develop and use certain technologies to block the display of our customers advertisemen

231、ts and other marketing products onour Baidu platform,which may in turn cause us to lose customers and adversely affect our results of operations.Furthermore,as our P4P services enableour customers to bid for priority placement of their paid sponsored links,we may lose customers if they find the bidd

232、ing mechanism not cost effective orotherwise not attractive.Additionally,if our users do not increase their engagement on our platform,or our content ecosystem fails to offer rich andquality content that meets users tastes and preferences,or our users spend more time with or otherwise satisfy their

233、content consumption demands oncompeting platforms,or we otherwise experience user traffic decline due to any reason,it would be difficult for us to attract new customers or retainexisting customers.If our customers determine that their expenditures on our platform do not generate the returns they ex

234、pect,they may allocate agreater portion or all of their advertising budgets to other advertising channels,such as other online marketing platforms,television and outdoor media,and reduce or discontinue business with us.Since most of our customers are not bound by long-term contracts,they may amend o

235、r terminate theiradvertising arrangements with us with little advance notice under certain circumstances.Failure to retain our existing customers or attract newcustomers for our online marketing services could seriously harm our business,results of operations and growth prospects.We have recorded su

236、bstantialcustomer deposits and deferred revenue,which mainly consist of deposits received from certain customers of our online marketing services.If we areunable to fulfill our obligation in respect of such customer deposits and deferred revenue,we may have to refund the balance to our customers and

237、 ourcash flow and liquidity position would be materially adversely affected.We have in the past removed,and may in the future again remove,questionable listings or advertisements to ensure the quality and reliability ofour search results and/or information feed.Such removal,whether temporary or perm

238、anent,may cause affected customers to discontinue their businesswith us or negatively impact our relationships with affected Baidu Union partners.We also examine the relevant business licenses and bank accounts ofprospective customers prior to business engagement,as a quality control measure.In addi

239、tion,we have taken steps to implement measures requested byPRC regulatory authorities,such as modifying paid search 19Table of Contentspractices and limiting negative publicity advertisements in connection with certain industries.We have also proactively implemented numerousadditional measures to de

240、liver a better user experience and build a safer and more trustworthy platform for users.Such measures have had a negativeimpact on the number of customers and our revenues,although we believe such impact is likely to be temporary.Regulations on online marketingservices in mainland China are evolvin

241、g,and uncertainties remain with respect to the implementation of and compliance with new regulations that mayemerge,which in turn may have a material adverse impact on our business,results of operations and growth prospects.Our business and results of operations could continue to be materially and a

242、dversely affected by the challenging macroeconomic environmentimpacting online marketing demand.Online marketing services continue to be a primary source of our revenues.While revenues from online marketing services declined in 2022,mainly due to the weakness in online advertising demand as our cust

243、omers faced a challenging macroeconomic environment in their respectiveindustries and in the general economy,in part due to the significant adverse impact of the COVID-19 pandemic,they increased in 2023.Revenues fromonline marketing services declined in 2024,primarily due to weakness in certain offl

244、ine sectors impacted by persistent macroeconomic challenges.Ourbusiness and results of operations could continue to be materially and adversely affected by the challenging macroeconomic environment as well as bytrends in online marketing through internet searches or feeds.With the evolution of the i

245、nternet in China,customers have many channels to conductonline marketing and promotions.As users may not spend as much time on search-plus-newsfeed as they do on other types of internet platforms,manycurrent and potential customers may not allocate as much of their marketing budgets to online market

246、ing through search-plus-newsfeed,as compared toother methods of online marketing.Our ability to increase revenue and profitability from online marketing may be adversely impacted by a number offactors,many of which are beyond our control,including but not limited to:difficulties associated with deve

247、loping and maintaining a larger user base with demographic characteristics attractive to online marketingcustomers and maintaining and increasing user engagement;increased competition and potential re-allocation of marketing budgets and downward pressure on online marketing prices,for example,result

248、ing from an oversupply of advertising inventory released into the market;higher customer acquisition costs due in part to the limited experience of small to medium-sized enterprises,or SMEs,with the internet asa marketing channel or due to competition;decreased use of our search and paid click becau

249、se search queries are increasingly being undertaken via voice-activated smart devices,apps,social media or other online platforms;ineffectiveness of our online marketing delivery,tracking and reporting systems;decreased use of internet or online marketing in China;and tightened regulatory environmen

250、t in mainland Chinas internet space.Our business depends on a strong brand.If we are unable to maintain and enhance our brand,or if there is negative publicity related to ourproducts and services,our employees,or our business practices,our business and results of operations may be harmed.We believe

251、that our brand“Baidu”has contributed significantly to the success of our business.We also believe that maintaining and enhancing the“Baidu”brand is critical to increasing the number of our users,customers,Baidu Union partners and content providers,as well as to expanding ourdeveloper communities and

252、 to attracting and retaining enterprise and public sector customers and partners.We have conducted various marketing andbrand promotion activities,but we cannot assure you that these activities will achieve the brand promotion effect that we expect.If we fail to maintainand further promote the“Baidu

253、”brand,or if we incur excessive expenses in this effort,our business and results of operations may be materially andadversely affected.20Table of ContentsIn addition,any negative publicity about us,our products and services,our employees,our business practices,our search results or the platform towh

254、ich our search results link,regardless of its veracity,could harm our brand image and in turn adversely affect our business and results of operations.We cannot assure you that we will be able to defuse negative publicity to the satisfaction of our investors,users,customers and business partners.From

255、time to time,there has been negative publicity about us,our brand image,our value proposition and our business practice,which has adversely affectedour public image and reputation during certain periods of intense negative publicity.Moreover,our platform and services by nature may from time totime b

256、e related to,or perceived to be related to,certain controversial public events or discussion,leading to public criticism against us.The negativepublicity surrounding similar incidents have resulted in significant adverse impact on our public image and reputation.Intense negative publicity maydivert

257、our managements attention and may adversely impact our business.We cannot assure you that our brand,public image and reputation will not bematerially and adversely affected in the future.We may not be able to achieve the anticipated benefits of our recent acquisition of YY Live,and face other risks

258、associated with the acquisition andthe operation of YY Live.Baidu(Hong Kong)Limited,our wholly-owned subsidiary,entered into a share purchase agreement on November 16,2020 with JOYY Inc.andcertain of its affiliates,which are collectively referred to as JOYY,to acquire JOYYs domestic video-based ente

259、rtainment live streaming business inChina,known as YY Live,for an aggregate price of approximately US$3.6 billion.In accordance with that agreement,as amended including onFebruary 7,2021,which we refer to as the prior agreement,we paid US$1.9 billion,after considering working capital adjustment of U

260、S$0.1 billion,toJOYY and its designated escrow account,and deposited US$1.6 billion into several escrow accounts in February 2021.The closing conditions providedfor in the prior agreement,including the necessary regulatory approvals from government authorities,had not been fully satisfied as of the

261、long stop dateof December 31,2023.On January 1,2024,we exercised our right to terminate the prior agreement in accordance with its terms.After negotiation withJOYY on next steps following the termination,Baidu(Hong Kong)Limited entered into new agreements on February 25,2025 with JOYY to acquire,and

262、 acquired,YY Live for an aggregate price of approximately US$2.1 billion.As part of this transaction,the US$1.6 billion that we deposited intoescrow accounts in accordance with the prior agreement was fully released to us.We can give no assurance that the acquisition of YY Live will bring the antici

263、pated benefits and opportunities to us.With limited experience inoperating the online live streaming business,we may not be able to successfully integrate YY Live into our existing business,and even assumingsuccess in integration,there can be no assurance that the YY Live business will perform as in

264、tended,particularly in light of the underwhelmingperformance of the live streaming industry in recent years.If our integration or operation strategy is implemented ineffectively or if impacted byunforeseen negative economic or market conditions,we may not realize the full anticipated benefits of the

265、 acquisition of YY Live.Any failure to meetthe challenges involved in realizing the anticipated benefits of the acquisition of YY Live may cause an interruption of,or a loss of momentum in,ouractivities and may materially and adversely affect our financial performance and results of operations.The a

266、cquisition and integration of the businessesmay result in material unanticipated problems,expenses,liabilities,competitive responses and diversion of managements attention,and we may recordimpairment charges in connection therewith if the anticipated benefits of the acquisition fail to realize.For e

267、xample,pending or threatened lawsuits andregulatory actions involving YY Live could subject us to liabilities and cause us to suffer significant losses.In addition,we cannot rule out thepossibility that significant problems and liabilities could have failed to be identified or their extent could hav

268、e failed to be fully appreciated by us priorto the closing of the acquisition,in which case we may suffer significant losses but we would have no or extremely limited indemnification rightsagainst JOYY under the acquisition agreements.We are also facing challenges and potential penalty arising from

269、not being in compliance with theregulatory approval requirements in relation to this acquisition.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our Business andIndustryAny failure or perceived failure by us to comply with the enacted Guidelines to Anti-Monopoly in the Field of Internet Pla

270、tforms and otheranti-monopoly laws and regulations may result in governmental investigations or 21Table of Contentsenforcement actions,litigation or claims against us and could have an adverse effect on our business,financial condition and results of operations.”We would be subject to and may not be

271、 able to successfully manage a variety of additional risks associated with integrating YY Live with us.These risks include,but are not limited to:the online live streaming business is based on a relatively new business model in a relatively new market in which user demand maychange or decrease subst

272、antially;challenges in the integration of operations and systems and in managing the expanded operations of a larger and more complex company;challenges in achieving anticipated business opportunities and growth prospects from integrating YY Live with the rest of our businesses;rules and measures go

273、verning online live streaming businesses and hosts,both in and outside of mainland China,are complex andevolving,and we may not be able to navigate such complex regulatory environment or to respond to future changes in regulatoryenvironment in an effective and timely manner;we may face significant r

274、isks related to the content and communications on YY Live,as a majority of the communications on YY Live areconducted in real time,and we are unable to verify the sources of all information posted thereon or examine the content generated by usersbefore it is posted;the revenue model for online live

275、streaming may not remain effective,and we may not be able to retain existing users,attract new users,keep users engaged and attract more paying users;the live-streaming industry has faced challenges in recent years,which may adversely affect YY Lives operating and financialperformance;we may be subj

276、ect to liabilities arising from lawsuits and regulatory actions involving YY Live;we may not be able to retain or attract popular talents such as performers,channel managers,professional game players,commentators andhosts for our live streaming platform or these talents may fail to draw fans or part

277、icipants;and unanticipated additional costs and expenses resulting from integrating into our business additional personnel,operations,products,services,technology,internal controls and financial reporting responsibilities.We face significant competition and may suffer from loss of users and customer

278、s as a result.We face significant competition in almost every aspect of our business.For our Baidu Core businesses,our primary competitors are mainlyinternet companies,online marketing platforms in China,other search engines,players in Generative AI and foundation models and cloud servicesproviders.

279、We compete with these entities for both users and customers on the basis of user traffic,cyber security quality(relevance)of search(and othermarketing and advertising)results,availability and user experience products and services,distribution channels and the number of associated third-partywebsites

280、.iQIYI competes with other internet media and entertainment services,such as internet and social platforms and short-form video platforms,aswell as major TV stations.iQIYI competes with these market players for both users and advertising customers,and primarily on the basis of obtainingIP rights to

281、popular content,conducting brand promotions and other marketing activities,and making investments in and acquisitions of businesspartners.See“Item 4.B.Information on the CompanyBusiness OverviewCompetition.”Some of our competitors have significant financialresources and long operating histories and

282、are experienced in attracting and retaining their users,accommodating their users habits and preferences andmanaging customers.They may use their experience and resources to compete with us in a variety of ways,including competing for users and theirtime,customers,third-party agents,content,strategi

283、c partners and networks of third-party websites/wapsites,investing more heavily in research anddevelopment and 22Table of Contentsmaking investments and acquisitions.Our business environment is rapidly evolving and competitive.Our business faces changing technologies,shiftinguser needs,and frequent

284、introductions of rival products and services.Some of our competitors in the search sector may have innovative businessmodels,extensive distribution network or proprietary content or technologies that may offer better user experience and better customer services,andthey may use these resources to dev

285、elop new products,make acquisitions,invest research and development and talent,and compete aggressively forusers,advertisers,customers,traffic and content.If any of our competitors provides comparable or better Chinese language search and feed experience,internet video services,or cloud services,our

286、 user traffic could decline significantly.Additionally,if the channels and properties that we use to distributeservices or products to our users and customers are no longer available to us,we may experience a decline in user traffic.Any such decline in trafficcould weaken our brand and result in los

287、s of users and customers,which could have a material and adverse effect on our results of operations.There are vertical service providers in the forms of mobile apps and/or websites that allow users to search within their closed ecosystems.Theseplayers often purchase traffic from search engines and

288、try to retain their users by offering comprehensive services on their platforms.As these verticalservice providers expand,though they will continue to acquire traffic from search engines,their reliance on search engines may decline,especially ifthey can consolidate their industry verticals.We also f

289、ace competition from other types of advertising media,including traditional advertising media,such as newspapers,magazines,yellowpages,billboards,other forms of outdoor media,television and radio,mobile apps,webcasting and online video.Large companies in China generallyallocate,and may continue to a

290、llocate,a limited portion of their budgets to online marketing,as opposed to traditional advertising and other forms ofadvertising media.If these companies do not devote a larger portion of their marketing budgets to online marketing services provided by us,or if ourexisting customers reduce the amo

291、unt they spend on online marketing,our results of operations and growth prospects could be adversely affected.If our expansions into new businesses are not successful,our results of operation and growth prospects may be materially and adversely affected.As part of our growth strategy,we enter into n

292、ew businesses from time to time to generate additional revenue streams and through ourdevelopment of new business lines or strategic investments in or acquisitions of other businesses.Expansions into new businesses may presentoperating,marketing and compliance challenges that differ from those that

293、we currently encounter.We have invested significant resources in the research and development of AI technology and have made significant progress in thecommercialization of AI-enabled offerings,including in-app services,cloud services and solutions,intelligent driving services and solutions and smar

294、tdevices and services.We plan to continue to invest capital and other resources into our AI-enabled business operations,in particular,generative AI andfoundation models.However,AI technology is rapidly evolving with significant uncertainties,and we cannot assure you that our investment andexploratio

295、n in AI technology and AI-enabled products and services will be successful.Our operating results may also suffer if our innovation is notresponsive to the needs of our users,customers and partners,inappropriately timed with market opportunities,or marketed ineffectively.For example,we have limited e

296、xperience with operating and scaling AI-enabled business,including cloud services and solutions,intelligent driving services andsolutions and smart devices and services,which could subject us to various challenges and risks,including developing and managing relationships withenterprises and public s

297、ector customers and partners,who are likely to have different needs and preferences from our existing customers,users andpartners,highly competitive procurement processes,instances of corrupt practices or other illegal gains,longer receivable payment cycles and lowercollection rates.We also may not

298、alter our business practices in time to avoid or reduce adverse effects from any of the foregoing risks.In addition,ourAI-enabled business requires very different products and services,sales and marketing channels and internal operational systems and processes.Theserequirements could disrupt our cur

299、rent operations and harm our financial condition and operating results,especially during the initial stage ofinvestment,development and scaling of our new AI-enabled offerings.23Table of ContentsWe may also enter into other markets and industries/industry verticals that are new to us through organic

300、 business initiatives or investment andacquisitions,such as robotaxis,intelligent electric vehicles,e-commerce,short-video,and healthcare vertical including internet hospital,which maysubject us to different and unforeseen risks.However,we cannot assure you that such efforts will be successful due t

301、o various factors such as potentialregulatory actions taken by government authorities in these new markets.For these new markets and industries/industry verticals,we may not havesufficient experience and may not be able to navigate the rapidly evolving regulatory environment or forecast and meet the

302、 continually changingdemands and preferences for products and services.For instance,our intelligent electric vehicles business has incurred substantial losses due to variousunfavorable factors,and these factors may continue to adversely affect our future performance.Some of these new markets and ind

303、ustries/industryverticals are emerging with relatively novel and untested business models.For example,we may sell our robotaxi vehicles to third parties and enter intoarrangements that subject us to significant terms and conditions in connection with such sale,including but not limited to,material m

304、aintenance cost,sales related warranties and product liability claims,which could have a material adverse impact on our business.Any of the foregoing could posesignificant challenges to us.We may not realize the anticipated benefits of our investments or acquisitions due to the uncertainties related

305、 to theperformance and valuation of the relevant targets,or failure to integrate the targets into our existing business,or difficulty in operating the acquiredbusiness with our existing expertise and resources.See also“Our strategy of investments and acquiring complementary businesses and assets may

306、fail.”It is uncertain whether our strategies will attract users and customers or generate the revenue required to succeed.If we fail to generate sufficientusage of our new products and services,we may not grow revenue in line with the significant resources we invest in these new businesses.This mayn

307、egatively impact gross margins and operating income.Commercial success of our expansion into new business areas depends on many factors,including innovativeness,competitiveness,effectiveness of distribution and marketing,and pricing and investments strategies,especially in the earlystage of competit

308、ion for market share.For example,in the generative AI and foundation model sector,our current and potential competitors range fromlarge and established technology companies to emerging start-ups.Some competitors can use their experience,resources and network in ways that couldaffect our competitive

309、position,including making acquisitions,continuing to invest heavily in research and development and in talents,aggressivelyinitiating intellectual property claims(whether or not meritorious),and continuing to compete aggressively for customers,partners and investees.Ourcompetitors may be able to inn

310、ovate and provide products and services faster than we can or may foresee product-and-service needs before we do.As aresult,we may not achieve significant revenues from our new business areas for several years,or at all,and may incur significant losses during theprocess and fail to recoup our invest

311、ments.On the other hand,market conditions and general acceptance of products and services could be adverselyimpacted if other players in the market fail to adopt appropriate business and operational model,develop and offer successful products and services anddevelop and adapt appropriate technologie

312、s and infrastructure.If the markets of our new businesses,such as intelligent driving and electric vehicle,donot develop and grow as we anticipate,we may incur significant loss from our new businesses and our growth prospects may be materially adverselyimpacted.In addition,we may encounter regulator

313、y uncertainties related to new business areas that we enter into.The laws and regulations related to AItechnology and products are at an early stage of development and still evolving in mainland China.The effects of such laws and regulations remainunclear and may add uncertainties to the development

314、 and operation of our AI-related business.For example,as mainland Chinas regulatory frameworkon autonomous driving evolves,we may be required to comply with approval and other compliance requirements for autonomous driving road test,operation and commercialization,internet security and related data

315、collection and sharing promulgated by PRC government authorities from time totime.In addition,since legislations and regulations for generative AI continue to improve in mainland China,our generative AI business also needs tomeet additional compliance requirements from PRC government authorities.See

316、“Item 4.B.Information on the CompanyBusiness OverviewRegulationsRegulations on Artificial Intelligence.”We may confront other challenges as we enter new business domains,including the lack ofadoption of new products and services,the lack of management talent in the new business,cost management and o

317、ther factors required for the expansionof new businesses.24Table of ContentsWe have made significant investments in foundation models and generative AI and may face uncertainties with respect to their commercializationand the evolving laws and regulations applicable to us.Foundation models and gener

318、ative AI technologies have developed rapidly in recent years.Following ChatGPTs launch in November 2022,people around the world have tested and embraced a number of generative AI chatbots and foundation models such as Gemini,Kimi and DeepSeek.Wehave made significant investments in foundation models

319、and generative AI and have also allocated significant resources in these areas,including humanresources and infrastructure updates.However,foundation models and generative AI are in the initial stages of development and there is no provenbusiness model for commercializing the new technologies.We als

320、o face intense competition in these fields as many players in these fields have alsodevoted significant resources in the research and development of these technologies.In addition,the regulatory and legal framework on generative AI ofmainland China is also evolving rapidly.In recent years,the PRC go

321、vernment authorities have released a series of laws and regulations related togenerative AI services,including the Administration Provisions on Algorithmic Recommendation of Internet Information Services,the AdministrativeProvisions on Deep Synthesis of Internet Information Services and the Interim

322、Measures on the Management of Generative AI Services.See“Item 4.B.Information on the CompanyBusiness OverviewRegulationsRegulations on Artificial IntelligenceRegulations on Generative AI.”However,these laws and regulations related to generative AI services are relatively new,and the competent govern

323、ment authorities of mainland China mayintroduce additional or more detailed laws and regulations to oversee the generative AI services.Therefore,we may need to comply with morecompliance requirements in the field of generative AI,which may increase our compliance costs.We also face uncertainties wit

324、h respect to suchevolving laws and regulations as well as their interpretations and our business operations and development may be affected as a result.We have experienced slowdowns and declines in our revenues,and we may sustain net loss from time to time,and we may experience downwardpressure on o

325、ur operating and profit margins in the future.In recent years,we experienced a slow-down in revenue growth,including decreases from 2021 to 2022 and from 2023 to 2024,due to variousfactors such as macroeconomic environment and the impact of the COVID-19 pandemic.We could continue to experience a dec

326、line in our revenues,asa result of a number of factors,including changes in the mix of products and services,customer demographics,industry and channel,changes in policyor policy implementation,increase in market competition for marketing and/or new AI offerings,and decrease in pricing arising from

327、an oversupply ofadvertising inventory in the market,which has been witnessed since 2019.We may also experience a decline in our revenue or revenue growth rate,ifthere is a decrease in the rate of adoption for our products,services and technologies,or deceleration or decline in demand for platforms u

328、sed to accessour services,among other factors.Our operating margin and net income attributable to us as a percentage of revenue fluctuated notably from 2020 to 2024 due to various factorssuch as the macroeconomic environment and the impact of the COVID-19 pandemic.We may experience downward pressure

329、 on our operating marginfrom increasing competition,revenue growth slower than expenses,and increased costs and expenses from many aspects of our business,includingwithin online marketing where revenue growth does not keep up with traffic cost growth and related infrastructure costs to support our o

330、nline properties,such as Baidu App,video-related and other products requiring huge data transmission and computing power.We may also need to pay increased fees forour distribution channels and incur increased costs to promote new products and services as well as to invest in AI technologies.Further,

331、the expirationof temporary tax exemptions or reductions and the impact of international tax frameworks such as the two-pillar solution to address the tax challenges ofthe digitalization of the economy may dampen our operating margin.We may also experience downward pressure on our operating margin re

332、sultingfrom a variety of factors,such as the expansion of our business into new areas,including generative AI,foundation models,AI cloud,intelligent driving,all of which have margins much lower than that of online marketing.Our operating margin may also be negatively impacted from a greater proporti

333、on ofrevenue contributed by new business areas,which has grown faster than online marketing.25Table of ContentsIn addition,we may also sustain net loss from time to time due to investment impairment and foreign currency fluctuation.The decliningoperating margin and investment impairment have led to our experiencing net losses in several quarters since 2020,and there is no guarantee that wewill not