Schedule 13G/Amendment No. 5

0000950123-11-006337.txt : 20110128 0000950123-11-006337.hdr.sgml : 20110128 20110128060443 ACCESSION NUMBER: 0000950123-11-006337 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110128 DATE AS OF CHANGE: 20110128 GROUP MEMBERS: HANDSOME REWARD LIMITED GROUP MEMBERS: ROBIN YANHONG LI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Li Yanhong Robin CENTRAL INDEX KEY: 0001353270 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 12/F, IDEAL INTERNATIONAL PLAZA STREET 2: NO. 58 WEST-NORTH 4TH RING, HAIDIAN CITY: BEIJING STATE: F4 ZIP: 100080 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Baidu, Inc. CENTRAL INDEX KEY: 0001329099 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81049 FILM NUMBER: 11553657 BUSINESS ADDRESS: STREET 1: BAIDU CAMPUS, NO. 10 SHANGDI 10TH STREET STREET 2: HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100085 BUSINESS PHONE: (86-10) 5992 8888 MAIL ADDRESS: STREET 1: BAIDU CAMPUS, NO. 10 SHANGDI 10TH STREET STREET 2: HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100085 FORMER COMPANY: FORMER CONFORMED NAME: Baidu.com, Inc. DATE OF NAME CHANGE: 20050602 SC 13G/A 1 c11589sc13gza.htm SCHEDULE 13G/AMENDMENT NO. 5 Schedule 13G/Amendment No. 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Baidu, Inc.

(Name of Issuer)

Class A Ordinary Shares
Class B Ordinary Shares

(Title of Class of Securities)

G07034104

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		G07034104


1	NAMES OF REPORTING PERSONS Robin Yanhong Li


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	The People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			5,602,679¹ ordinary shares. Handsome Reward Limited may also be deemed to have sole voting power with respect to 5,490,000 ordinary shares.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,602,679¹ ordinary shares. Handsome Reward Limited may also be deemed to have sole dispositive power with respect to 5,490,000 ordinary shares.

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,602,679 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	þ

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	16.1%²

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

¹ Includes (i) 37,665 Class A Ordinary Shares directly held by Mr. Li; (ii) 35,249 Class A Ordinary Shares in the form of American depositary shares (“ADSs”) held in the brokerage account of the administrator of the issuer’s employee stock option program; (iii) 39,000 Class A Ordinary Shares issuable upon exercise of options within 60 days after the date of December 31, 2010; (iv) 765 Class A Ordinary Shares issuable upon vesting of restricted shares within 60 days after the date of December 31, 2010 and (v) 5,490,000 Class B Ordinary Shares held by Handsome Reward Limited, a British Virgin Islands company wholly owned by Mr. Li. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

² Assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

Page 2 of 7 Pages


CUSIP No.		G07034104


1	NAMES OF REPORTING PERSONS Handsome Reward Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			5,490,000³ ordinary shares. Robin Yanhong Li may also be deemed to have sole voting power with respect to the above shares.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,490,000³ ordinary shares. Robin Yanhong Li may also be deemed to have sole dispositive power with respect to the above shares.

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,490,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	15.8%⁴

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

³ Includes 5,490,000 Class B Ordinary Shares.

⁴ Assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

Page 3 of 7 Pages


CUSIP No.		G07034104


Item 1(a).		Name of Issuer:

		Baidu, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The People’s Republic of China

Item 2(a).		Name of Person Filing:

		Robin Yanhong Li Handsome Reward Limited

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		Robin Yanhong Li Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The People’s Republic of China

		Handsome Reward Limited c/o Robin Yanhong Li Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The People’s Republic of China

Item 2(c)		Citizenship:

		Robin Yanhong Li — The People’s Republic of China

		Handsome Reward Limited — British Virgin Islands

Item 2(d).		Title of Class of Securities:

		Class A Ordinary Shares and Class B Ordinary Shares (collectively, “Ordinary Shares”)

Item 2(e).		CUSIP Number:

		G07034104

Page 4 of 7 Pages


CUSIP No.		G07034104


Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

		Not applicable

Item 4.		Ownership:

		The following information with respect to the ownership of the Ordinary Shares of the issuer by each of the reporting persons is provided as of December 31, 2010:

Sole

Shared

Sole

Shared

power to

Amount

vote or

vote or to

dispose or to

beneficially

Percent

direct

direct the

Reporting Person

owned:

of class:

the vote:

disposition of:

Robin Yanhong Li

5,602,679

16.1

5,602,679

Handsome Reward Limited

5,490,000

15.8

5,490,000


		The above table includes collectively those Class A Ordinary Shares and Class B Ordinary Shares held by each reporting person, and assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

		Robin Yanhong Li is the record owner of 37,665 Class A Ordinary Shares and owns 35,249 Class A Ordinary Shares in the form of ADSs held in the brokerage account of the administrator of the issuer’s employee stock option program. He also has right to acquire 39,000 Class A Ordinary Shares upon exercise of options, and 765 Class A Ordinary Shares upon vesting of restricted shares, granted under the Company’s share incentive plans within 60 days after December 31, 2010.

		Handsome Reward Limited, a British Virgin Islands company, is the record owner of 5,490,000 Class B Ordinary Shares. Robin Yanhong Li is the sole owner and director of Handsome Reward Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Robin Yanhong Li may be deemed to beneficially own all of the shares held by Handsome Reward Limited.

		Melissa Ma, Robin Yanhong Li’s wife, is the record owner of 1,676,667 Class B Ordinary Shares. Robin Yanhong Li may be deemed to share beneficial ownership of the shares held by Melissa Ma. Robin Yanhong Li expressly disclaims such beneficial ownership of the shares beneficially owned by Melissa Ma.

Item 5.		Ownership of Five Percent or Less of a Class:

		Not applicable

Page 5 of 7 Pages


CUSIP No.		G07034104


Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		Not applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Controlling Person:

		Not applicable

Item 8.		Identification and Classification of Members of the Group:

		Not applicable

Item 9.		Notice of Dissolution of Group:

		Not applicable

Item 10.		Certifications:

		Not applicable

Page 6 of 7 Pages


CUSIP No.		G07034104

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2011


Robin Yanhong Li	/s/ Robin Yanhong Li
	Robin Yanhong Li

Handsome Reward Limited	By:	/s/ Robin Yanhong Li
		Name:	Robin Yanhong Li
		Title:	Director

Page 7 of 7 Pages

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-99.A 2 c11589exv99wa.htm EXHIBIT A Exhibit A

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A and Class B Ordinary Shares, par value $0.00005 per share, of Baidu, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 28, 2011.


Robin Yanhong Li	/s/ Robin Yanhong Li
	Robin Yanhong Li

Handsome Reward Limited	By:	/s/ Robin Yanhong Li
		Name:	Robin Yanhong Li
		Title:	Director