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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/22 Baidu, Inc. 20-F 12/31/21 168:26M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 4.23M
Non-Canadian Issuer
2: EX-2.26 Plan of Acquisition, Reorganization, Arrangement, HTML 105K
Liquidation or Succession
3: EX-2.27 Plan of Acquisition, Reorganization, Arrangement, HTML 61K
Liquidation or Succession
4: EX-2.28 Plan of Acquisition, Reorganization, Arrangement, HTML 61K
Liquidation or Succession
5: EX-2.31 Plan of Acquisition, Reorganization, Arrangement, HTML 114K
Liquidation or Succession
6: EX-4.10 Instrument Defining the Rights of Security Holders HTML 47K
7: EX-4.11 Instrument Defining the Rights of Security Holders HTML 49K
8: EX-4.13 Instrument Defining the Rights of Security Holders HTML 55K
9: EX-4.14 Instrument Defining the Rights of Security Holders HTML 50K
10: EX-4.15 Instrument Defining the Rights of Security Holders HTML 53K
11: EX-4.16 Instrument Defining the Rights of Security Holders HTML 54K
12: EX-8.1 Opinion of Counsel re: Tax Matters HTML 43K
15: EX-13.1 Annual or Quarterly Report to Security Holders HTML 43K
16: EX-13.2 Annual or Quarterly Report to Security Holders HTML 43K
13: EX-12.1 Statement re: the Computation of Ratios HTML 46K
14: EX-12.2 Statement re: the Computation of Ratios HTML 46K
17: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 44K
18: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 44K
19: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 43K
25: R1 Cover Page HTML 125K
26: R2 Consolidated Balance Sheets HTML 251K
27: R3 Consolidated Balance Sheets (Parenthetical) HTML 81K
28: R4 Consolidated Statements Of Comprehensive (Loss) HTML 186K
Income
29: R5 Consolidated Statements Of Comprehensive (Loss) HTML 45K
Income (Parenthetical)
30: R6 Consolidated Statements of Cash Flows HTML 237K
31: R7 Consolidated Statements Of Shareholders' Equity HTML 164K
32: R8 Organization and Basis of Presentation HTML 136K
33: R9 Summary of Significant Accounting Policies HTML 182K
34: R10 Business Combinations HTML 71K
35: R11 Investments HTML 243K
36: R12 Licensed Copyrights, Net HTML 112K
37: R13 Produced Content, Net HTML 72K
38: R14 Accounts Receivable HTML 67K
39: R15 Other Assets HTML 68K
40: R16 Fixed Assets HTML 66K
41: R17 Goodwill and Intangible Assets HTML 110K
42: R18 Accounts Payable and Accrued Liabilities HTML 68K
43: R19 Loans Payable HTML 73K
44: R20 Notes Payable HTML 93K
45: R21 Convertible Senior Notes HTML 104K
46: R22 Leases HTML 67K
47: R23 Income Taxes HTML 141K
48: R24 Employee Defined Contribution Plan HTML 50K
49: R25 Commitments and Contingencies HTML 72K
50: R26 Redeemable Noncontrolling Interests HTML 64K
51: R27 Shareholders' Equity HTML 133K
52: R28 Earnings Per Share HTML 151K
53: R29 Share-Based Awards Plan HTML 140K
54: R30 Related Party Transactions HTML 119K
55: R31 Segment Reporting HTML 259K
56: R32 Fair Value Measurements HTML 244K
57: R33 Subsequent Events HTML 52K
58: R34 Significant Accounting Policies (Policies) HTML 260K
59: R35 Organization and Basis of Presentation (Tables) HTML 100K
60: R36 Summary of Significant Accounting Policies HTML 54K
(Tables)
61: R37 Business Combinations (Tables) HTML 62K
62: R38 Investments (Tables) HTML 236K
63: R39 Licensed Copyrights, Net (Tables) HTML 112K
64: R40 Produced Content, Net (Tables) HTML 72K
65: R41 Accounts Receivable (Tables) HTML 68K
66: R42 Other Assets (Tables) HTML 68K
67: R43 Fixed Assets (Tables) HTML 64K
68: R44 Goodwill and Intangible Assets (Tables) HTML 112K
69: R45 Accounts Payable and Accrued Liabilities (Tables) HTML 67K
70: R46 Loans Payable (Tables) HTML 53K
71: R47 Notes Payable (Tables) HTML 87K
72: R48 Convertible Senior Notes (Tables) HTML 55K
73: R49 Leases (Tables) HTML 67K
74: R50 Income Taxes (Tables) HTML 136K
75: R51 Commitments and Contingencies (Tables) HTML 64K
76: R52 Redeemable Noncontrolling Interests (Tables) HTML 61K
77: R53 Shareholders' Equity (Tables) HTML 119K
78: R54 Earnings Per Share (Tables) HTML 152K
79: R55 Share-Based Awards Plan (Tables) HTML 132K
80: R56 Related Party Transactions (Tables) HTML 115K
81: R57 Segment Reporting (Tables) HTML 258K
82: R58 Fair Value Measurements (Tables) HTML 238K
83: R59 Organization and Basis of Presentation - HTML 83K
Additional Information (Detail)
84: R60 Financial Statement Balances and Amounts of VIEs HTML 175K
and Subsidiaries Included in Consolidated
Financial Statements After Elimination of
Intercompany Balances and Transactions Among VIEs
and Subsidiaries within Group (Detail)
85: R61 Summary of Significant Accounting Policies - HTML 176K
Additional Information (Detail)
86: R62 Estimated Useful Lives of Fixed Assets (Detail) HTML 65K
87: R63 Weighted Average Useful Lives from Date of HTML 56K
Purchase of Intangible Assets (Detail)
88: R64 Summary of Estimated Fair Values of Assets HTML 70K
Acquired, Liabilities Assumed and Noncontrolling
Interest (Detail)
89: R65 Business Combinations - Additional Information HTML 63K
(Detail)
90: R66 Investments - Short-term Investments - Additional HTML 49K
information (Detail)
91: R67 Investments - Long-term Investments - Additional HTML 117K
information (Detail)
92: R68 Investment - Schedule of Investments at Amortized HTML 93K
Cost and Fair Value (Detail)
93: R69 Investments - Summary of Break Down of Long Term HTML 64K
Investments (Detail)
94: R70 Investments - Summary of Classification of Long HTML 55K
Term Held to Maturity Investments (Detail)
95: R71 Schedule of Unrealized and Realized Gains and HTML 65K
Losses of Equity Securities Without Readily
Determinable Fair Values (Detail)
96: R72 Schedule of Unrealized and Realized Gains and HTML 46K
Losses of Equity Securities Without Readily
Determinable Fair Values (Parenthetical) (Detail)
97: R73 Summarized Financial Information (Detail) HTML 126K
98: R74 Summary Of Estimated Amortized Cost Of Long Term HTML 53K
Held-To-Maturity Investments (Detail)
99: R75 Summary Of Estimated Fair Value Of HTML 55K
Available-For-Sale Debt Investments (Detail)
100: R76 Licensed Copyrights, Net - Disclosure of Licensed HTML 79K
Copyrights (Detail)
101: R77 Licensed Copyrights, Net - Schedule of Estimated HTML 49K
Future Amortisation Expenses For Licensed
Copyrights (Detail)
102: R78 Licensed Copyrights, Net - Additional information HTML 53K
(Detail)
103: R79 Produced Content, Net - Additional Information HTML 57K
(Detail)
104: R80 Produced Content, Net - Summary of Released, Less HTML 71K
Amortization And Impairment (Detail)
105: R81 Produced Content, Net - Summary of Estimated HTML 50K
Future Amortization Expenses For Product Content
(Detail)
106: R82 Accounts Receivable (Detail) HTML 52K
107: R83 Movement in Allowance for credit losses (Detail) HTML 53K
108: R84 Other Assets (Detail) HTML 76K
109: R85 Other Assets (Parenthetical) (Detail) HTML 52K
110: R86 Fixed Assets (Detail) HTML 68K
111: R87 Fixed Assets - Additional Information (Detail) HTML 46K
112: R88 Goodwill and Intangible Assets - Additional HTML 49K
Information (Detail)
113: R89 Changes in the Carrying Amount of Goodwill HTML 61K
(Detail)
114: R90 Finite-Lived Intangible Assets (Detail) HTML 70K
115: R91 Estimated Amortization Expense Relating to HTML 55K
Existing Intangible Assets with Finite Lives
(Detail)
116: R92 Accounts Payable and Accrued Liabilities (Detail) HTML 75K
117: R93 Loans Payable - Additional Information (Detail) HTML 229K
118: R94 Loans Payable - Summary of Outstanding Borrowings HTML 54K
from Asset-Backed Debt Securities (Detail)
119: R95 Notes Payable - Summary of Company Issued and HTML 105K
Publicly Sold Unsecured Senior Notes (Detail)
120: R96 Notes Payable - Additional Information (Detail) HTML 111K
121: R97 Principal Amount and Unamortized Discount and Debt HTML 54K
Issuance Costs (Detail)
122: R98 Repayment of Principal Amount of Long Term Debts HTML 62K
(Detail)
123: R99 Convertible Senior Notes - Additional Information HTML 234K
(Detail)
124: R100 Convertible Senior Notes - Summary of Carying HTML 60K
Amount of the Convertible Notes (Detail)
125: R101 Leases -Summary of Supplemental cash flow HTML 48K
information (Detail)
126: R102 Leases -Summary of Future lease payments (Detail) HTML 63K
127: R103 Leases - Additional Information (Detail) HTML 55K
128: R104 Income Taxes - Additional Information (Detail) HTML 87K
129: R105 (Loss) Income Income Taxes (Detail) HTML 54K
130: R106 Components of Income Tax (Detail) HTML 58K
131: R107 Reconciliation of Effective Income Tax Provision HTML 76K
of Tax Computed By Applying Statutory Income Tax
Rate to Pre-Tax Income (Detail)
132: R108 Tax Effects of Temporary Differences that Gave HTML 72K
Rise to Deferred Tax Balances (Detail)
133: R109 Employee Defined Combination Plan - Additional HTML 46K
Information (Detail)
134: R110 Commitment and Contingencies - Additional HTML 55K
Information (Detail)
135: R111 Future Minimum Payments Under Non-cancelable HTML 58K
Leases with Initial Terms of One-Year or More
(Detail)
136: R112 Future Minimum Lease Payments For Non-Cancelable HTML 59K
Agreements For Licensed Copyrights and Produced
Content (Detail)
137: R113 Summary of Redeemable Noncontrolling Interest HTML 58K
(Detail)
138: R114 Redeemable Noncontrolling Interests - Additional HTML 48K
Information (Detail)
139: R115 Shareholder's Equity - Additional Information HTML 124K
(Detail)
140: R116 Shareholders' Equity (Detail) HTML 53K
141: R117 Changes in Accumulated Other Comprehensive HTML 88K
Income/(Loss) by Component, Net of Tax (Detail)
142: R118 Tax Benefit (expense) Allocated to each Component HTML 51K
of Other Comprehensive Income (Loss) (Detail)
143: R119 Reconciliation of Net Income to Numerator for HTML 69K
Computation of Basic and Diluted Per Share
(Detail)
144: R120 Computation of Basic and Diluted Earnings Per HTML 106K
Class A and Class B Ordinary Share (Detail)
145: R121 Share-Based Awards Plan - Additional Information HTML 152K
of Baidu, Inc. (Detail)
146: R122 Option Activity Baidu. Inc (Detail) HTML 95K
147: R123 Assumptions Used to Estimate Fair Values of Share HTML 63K
Options Granted - Baidu, Inc. (Detail)
148: R124 Restricted Shares Activity (Detail) HTML 68K
149: R125 Share-Based Awards Plan - Option Activity (Detail) HTML 96K
150: R126 Total Share-Based Compensation Cost Recognized HTML 61K
(Detail)
151: R127 Related Party Transactions - Additional HTML 53K
Information (Detail)
152: R128 Related Party Transactions - Schedule Of Revenue HTML 58K
Received From Major Related Parties (Detail)
153: R129 Related Party Transactions (Detail) HTML 94K
154: R130 Related Party Transactions (Parenthetical) HTML 51K
(Detail)
155: R131 Segment Reporting - Additional Information HTML 46K
(Detail)
156: R132 Summary of Group's Operating Segment Results HTML 127K
(Detail)
157: R133 Segment Reporting - Summary of Revenue HTML 75K
Disaggregated by Revenue (Detail)
158: R134 Fair Value Disclosure and Measurement on Recurring HTML 114K
Basis (Detail)
159: R135 Fair Value Measurements - Schedule of Investments HTML 61K
accounted at Fair Value (Detail)
160: R136 Fair Value Measurements - Schedule of HTML 65K
Available-for-sale debt investments (Detail)
161: R137 Fair Value Measurements - Summary of Assets HTML 103K
Measured at Fair Value on a Non-Recurring Basis
(Detail)
162: R138 Fair Value Measurements - Summary of Assets HTML 65K
Measured at Fair Value on a Non-Recurring Basis
(Parenthetical) (Detail)
163: R139 Subsequent Events - Additional Information HTML 70K
(Detail)
166: XML IDEA XML File -- Filing Summary XML 302K
164: XML XBRL Instance -- d272011d20f_htm XML 6.80M
165: EXCEL IDEA Workbook of Financial Reports XLSX 245K
21: EX-101.CAL XBRL Calculations -- bidu-20211231_cal XML 321K
22: EX-101.DEF XBRL Definitions -- bidu-20211231_def XML 1.91M
23: EX-101.LAB XBRL Labels -- bidu-20211231_lab XML 3.02M
24: EX-101.PRE XBRL Presentations -- bidu-20211231_pre XML 2.40M
20: EX-101.SCH XBRL Schema -- bidu-20211231 XSD 519K
167: JSON XBRL Instance as JSON Data -- MetaLinks 855± 1.26M
168: ZIP XBRL Zipped Folder -- 0001193125-22-086036-xbrl Zip 902K
| EX-4.16 |
Exhibit 4.16
| • | Loan Agreement |
In addition to the above agreements, the contractual agreements with respect to some Consolidated Entities also include a loan agreement with the principal terms and conditions as below.
Parties:
| (1) | an applicable PRC Subsidiary (for the purpose of the Loan Agreement, the “Lender”); and |
| (2) | the Nominee Shareholder(s) of an applicable Consolidated Entity (for the purpose of the Loan Agreement, the “Borrower”). |
Key Terms:
| (1) | The Lender agrees to provide to the Borrower, and the Borrower agrees to accept a loan one time or loans by installments with a certain principal amount in RMB in accordance with the terms and conditions of the Loan Agreement. |
| (2) | The loan shall be only used by the Borrower for acquiring the equity interest in the Consolidated Entity. |
| (3) | The term of the loan commences from the date when the Borrower receives the loan until ten (10) years after the execution of the Loan Agreement and may be renewed upon written agreement of the parties thereto. |
| (4) | If any of the following events occurs, the Lender may, by serving a written notice to the Borrower, demand that the loan under the Loan Agreement should become due and payable immediately and the Borrower should immediately repay the loan in the manner as specified in the Loan Agreement: |
| (i) | The Borrower resigns from or is dismissed by the Lender or its affiliates; |
| (ii) | The Borrower dies or becomes a person without capacity or with limited capacity for civil acts; |
| (iii) | The Borrower commits a crime or is involved in a crime; |
| (iv) | Any other third party claims more than a specific amount against the Borrower; |
| (v) | Any representations or warranties are proved untrue when such representations or warranties were made by the Borrower or contains any error(s) in any material aspects; or the Borrower breaches any of such representation or warranty; or |
| (vi) | Subject to PRC laws, the Lender has notified the Borrower and/or the Consolidated Entity in writing of exercising its purchase option in accordance with the Exclusive Option Agreement. |
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| (5) | Both parties agree and confirm that, if at the time of the Lender’s exercise of the purchase option under the Exclusive Option Agreement, the lowest purchase price permitted under the then applicable laws and regulations is higher than the original investment price actually paid by the Borrower, the purchase price to exercise the option shall be such lowest price permitted by the applicable law. Both parties agree to execute an Exclusive Option Agreement to specify the above matters. |
| (6) | Both parties agree and confirm that the Nominee Shareholder must repay the loan only in the following manner: if permitted by PRC laws, the Borrower or its successor or assign shall transfer the equity interests in the Consolidated Entity to the Offshore Holding Company/Lender or its designated persons and use the proceeds from such transfer to repay the loan(s) which has been provided to the Nominee Shareholder actually, when such loan(s) is due and the Lender gives a written notice. |
| (7) | The Borrower, among others, covenants that: |
| (i) | He/she/it must not sell, transfer, pledge or otherwise dispose in any other manner of his/her/its equity or other interests in the Consolidated Entity, or allow the creation of other security interests thereon, without the Lender’s prior written consent, except for equity pledges or other rights created for the benefit of the Lender; |
| (ii) | He/she/it must not vote for at shareholder’s meetings of the Consolidated Entity or execute any shareholders’ resolutions approving the sale, transfer, pledge, disposition in any other manner, or the creation of any other security interest on, any legal or beneficial interest in the equity of the Consolidated Entity without the Lender’s prior written consent, except for those for the benefit of the Lender or its designated persons; |
| (iii) | He/she/it must not vote for at shareholder’s meetings of the Consolidated Entity or execute any shareholders’ resolutions approving the Consolidated Entity to merge or combine with, acquire or invest in any entity without the Lender’s prior written consent; |
| (iv) | He/she/it must promptly inform the Lender of any pending or threatened litigation, arbitration or regulatory proceeding concerning the equity interests of the Consolidated Entity; and |
| (v) | He/she/it must not commit any act or omission that may materially affect the assets, business and liabilities of the Consolidated Entity without the Lender’s prior written consent; |
| (vi) | He/she/it must procure the Consolidated Entity to maintain and operate its business and deal with matters prudently and effectively, in accordance with good financial and business rules and practices |
| (8) | The Borrower further covenants that he/she/it shall cause the Consolidated Entity not to engage in any of the following actions without the Lender’s prior written consent: |
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| (i) | To supply, amend or modify its articles of association, or to increase or decrease its registered capital, or to change its capital structure in any way; |
| (ii) | To sell, transfer, mortgage, dispose of in any other manner, or to create other security interest on, any of its assets, business or the legal or beneficial right to its revenues; |
| (iii) | To create, assume, guarantee or permit any liability, except for (i) liabilities incurred in the ordinary course of business, excluding loans; and (ii) liabilities as disclosed to and approved by the Lender in writing; and |
| (iv) | To distribute dividends to its shareholders in any form, except for the case where the Consolidated Entity shall promptly distributable all its distributable profits to each of its shareholders upon the Lender’s request. |
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Baidu, Inc. 20-F 12/31/23 159:24M Donnelley … Solutions/FA 3/22/23 Baidu, Inc. 20-F 12/31/22 164:28M Donnelley … Solutions/FA |