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United States securities and exchange commission logo
August 4, 2023
Julius Rong Luo
Chief Financial Officer
Baidu, Inc.
Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
The People s Republic of China
Re: Baidu, Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 000-51469
Dear Julius Rong Luo:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 222
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell
us whether you relied
upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2. We note that your
disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for Baidu, Inc. or
the VIEs. We also note that your list of subsidiaries in Exhibit 8.1
appears to indicate
that you have subsidiaries in Hong Kong and countries outside China
Julius Rong Luo
Baidu, Inc.
August 4, 2023
Page 2
that are not included in your VIEs. Please note that Item 16I(b) requires
that you provide
disclosures for yourself and your consolidated foreign operating
entities, including
variable interest entities or similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which
your consolidated foreign operating entities are organized or
incorporated and
provide the percentage of your shares or the shares of your
consolidated operating
entities owned by governmental entities in each foreign jurisdiction
in which you
have consolidated operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
3. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jimmy McNamara at 202-551-7349 or Christopher Dunham at
202-551-
3783 with any questions.
Sincerely,
FirstName LastNameJulius Rong Luo
Division of
Corporation Finance
Comapany NameBaidu, Inc.
Disclosure Review
Program
August 4, 2023 Page 2
cc: Shu Du
FirstName LastName