Baidu, Inc. (BIDU-SW; “Baidu”) has adopted its Sixth Amended and Restated Memorandum and Articles of Association by special resolution dated 26 August 2026, to take effect on 1 September 2026. The overhaul consolidates the company’s constitutional documents and formalises key provisions on capital structure, governance and shareholder rights. Key points are as follows:

1. Capital Structure • Authorised share capital is set at US$43,520, divided into: – 66.00 billion Class A ordinary shares (par value US$0.000000625 each) – 2.83 billion Class B ordinary shares (par value US$0.000000625 each) – 0.80 billion preferred shares (par value US$0.000000625 each) • The company is expressly prohibited from issuing bearer shares, warrants, coupons or certificates.

2. Dual-Class Voting Rights • Class A ordinary shares carry one vote per share; Class B ordinary shares carry ten votes per share. • All matters submitted to shareholders are voted on as a single class. • Each Class B share can be converted into one Class A share at the holder’s option; Class A shares are not convertible into Class B. • Automatic conversion of all Class B shares into Class A shares will occur if founder Yanhong (Robin) Li and his affiliates collectively own less than 5 % of outstanding Class B shares. • Any transfer of Class B shares to a non-affiliate triggers immediate conversion to Class A shares.

3. Share Repurchase & Redemption Flexibility • The board may issue redeemable shares or effect share repurchases, including on a designated stock exchange, provided the company remains able to meet its debts as they fall due. • Maximum repurchase limit equals the total number of issued shares minus one.

4. Corporate Governance Framework • Board size capped at nine directors; appointments and removals may be made by ordinary resolution or, to fill casual vacancies, by board action. • Directors serve three-year terms and are subject to retirement by rotation, ensuring each director faces re-election at least once every three years. • Quorum for board meetings requires a majority of directors, including Mr. Robin Li. • The amended articles permit virtual and hybrid general meetings, with detailed provisions on electronic participation, notice requirements and voting procedures. • Shareholders holding at least 10 % of voting power may requisition an extraordinary general meeting.

5. Dividend and Capital Management • Dividends may be declared from realised or unrealised profits or share premium, and may be paid in cash or in specie, subject to directors’ discretion. • The company may capitalise reserves to issue fully paid shares to shareholders.

6. Winding-Up & Indemnification • In a voluntary liquidation, assets may be distributed in specie with shareholder approval. • Directors, officers and trustees are indemnified against liabilities incurred in the course of their duties, except in cases of wilful neglect or fraud.

The revisions modernise Baidu’s constitutional framework, align governance practices with Hong Kong Listing Rules, and preserve the company’s existing dual-class share structure while embedding enhanced flexibility for capital actions and virtual shareholder engagement.