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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/20 Baidu, Inc. 20-F 12/31/19 146:31M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 3.86M
2: EX-4.83 Instrument Defining the Rights of Security Holders HTML 76K
3: EX-4.84 Instrument Defining the Rights of Security Holders HTML 71K
4: EX-4.85 Instrument Defining the Rights of Security Holders HTML 72K
5: EX-4.86 Instrument Defining the Rights of Security Holders HTML 92K
6: EX-4.87 Instrument Defining the Rights of Security Holders HTML 59K
7: EX-4.88 Instrument Defining the Rights of Security Holders HTML 58K
8: EX-4.89 Instrument Defining the Rights of Security Holders HTML 74K
9: EX-4.90 Instrument Defining the Rights of Security Holders HTML 70K
10: EX-4.91 Instrument Defining the Rights of Security Holders HTML 71K
11: EX-8.1 Opinion of Counsel re: Tax Matters HTML 37K
14: EX-13.1 Annual or Quarterly Report to Security Holders HTML 38K
15: EX-13.2 Annual or Quarterly Report to Security Holders HTML 38K
12: EX-12.1 Statement re: Computation of Ratios HTML 42K
13: EX-12.2 Statement re: Computation of Ratios HTML 42K
16: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 39K
17: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 40K
18: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 40K
73: R1 Cover Page HTML 112K
126: R2 Consolidated Balance Sheets HTML 199K
107: R3 Consolidated Balance Sheets (Parenthetical) HTML 65K
31: R4 Consolidated Statements Of Comprehensive Income HTML 159K
(Loss)
70: R5 Consolidated Statements Of Comprehensive Income HTML 40K
(Parenthetical)
123: R6 Consolidated Statements of Cash Flows HTML 232K
106: R7 Consolidated Statements Of Shareholders' Equity HTML 129K
24: R8 Organization, Consolidation and Presentation Of HTML 236K
Financial Statements
75: R9 Summary of Significant Accounting Policies HTML 267K
42: R10 Business Combinations HTML 95K
56: R11 Investments HTML 374K
132: R12 Accounts Receivable HTML 87K
84: R13 Other Assets HTML 99K
43: R14 Fixed Assets HTML 84K
57: R15 Goodwill and Intangible Assets HTML 207K
133: R16 Accounts Payable and Accrued Liabilities HTML 88K
85: R17 Loans Payable HTML 55K
41: R18 Notes Payable HTML 150K
58: R19 Convertible Notes HTML 60K
129: R20 Leases HTML 83K
113: R21 Income Taxes HTML 238K
36: R22 Employee Defined Contribution Plan HTML 43K
82: R23 Commitments and Contingencies HTML 95K
130: R24 Redeemable Noncontrolling Interests HTML 89K
114: R25 Shareholders' Equity HTML 186K
37: R26 Earnings Per Share ("Eps") HTML 293K
83: R27 Share-Based Awards Plan HTML 203K
131: R28 Related Party Transactions HTML 160K
112: R29 Segment Reporting HTML 371K
88: R30 Fair Value Measurements HTML 479K
136: R31 Subsequent Events HTML 43K
55: R32 Significant Accounting Policies (Policies) HTML 353K
40: R33 Organization, Consolidation and Presentation Of HTML 175K
Financial Statements (Tables)
87: R34 Summary of Significant Accounting Policies HTML 105K
(Tables)
135: R35 Business Combinations (Tables) HTML 88K
54: R36 Investments (Tables) HTML 356K
39: R37 Accounts Receivable (Tables) HTML 89K
89: R38 Other Assets (Tables) HTML 98K
134: R39 Fixed Assets (Tables) HTML 80K
101: R40 Goodwill and Intangible Assets (Tables) HTML 207K
117: R41 Accounts Payable and Accrued Liabilities (Tables) HTML 87K
81: R42 Notes Payable (Tables) HTML 150K
35: R43 Leases (Tables) HTML 78K
100: R44 Income Taxes (Tables) HTML 229K
116: R45 Commitments and Contingencies (Tables) HTML 83K
80: R46 Redeemable Noncontrolling Interests (Tables) HTML 84K
34: R47 Shareholders' Equity (Tables) HTML 175K
102: R48 Earnings Per Share ("Eps") (Tables) HTML 294K
115: R49 Share-Based Awards Plan (Tables) HTML 220K
137: R50 Related Party Transactions (Tables) HTML 155K
91: R51 Segment Reporting (Tables) HTML 369K
52: R52 Fair Value Measurements (Tables) HTML 470K
67: R53 Organization, Consolidation and Presentation Of HTML 57K
Financial Statements - Additional Information
(Detail)
138: R54 Financial Statement Balances and Amounts of VIEs HTML 137K
and Subsidiaries Included in Consolidated
Financial Statements After Elimination of
Intercompany Balances and Transactions Among VIEs
and Subsidiaries within Group (Detail)
92: R55 Summary of Significant Accounting Policies - HTML 158K
Additional Information (Detail)
53: R56 Estimated Useful Lives of Fixed Assets (Detail) HTML 60K
68: R57 Weighted Average Useful Lives from Date of HTML 53K
Purchase of Intangible Assets (Detail)
139: R58 Summary of Revenues Disaggregated by Revenue HTML 62K
Source (Detail)
90: R59 Summary of Estimated Fair Values of Assets HTML 67K
Acquired, Liabilities Assumed and Noncontrolling
Interest (Detail)
29: R60 Business Combinations - Additional Information HTML 51K
(Detail)
69: R61 Investments - Short-term Investments - Additional HTML 44K
information (Detail)
121: R62 Investments - Long-term Investments - Additional HTML 110K
information (Detail)
103: R63 Investment - Schedule of Investments at Amortized HTML 97K
Cost and Fair Value (Detail)
33: R64 Schedule of Unrealized and Realized Gains and HTML 60K
Losses of Equity Securities Without Readily
Determinable Fair Values (Detail)
74: R65 Schedule of Unrealized and Realized Gains and HTML 41K
Losses of Equity Securities Without Readily
Determinable Fair Values (Parenthetical) (Detail)
127: R66 Summarized Financial Information (Detail) HTML 93K
109: R67 Summary Of Estimated Fair Value Of HTML 55K
Available-For-Sale Debt Investments (Detail)
26: R68 Accounts Receivable (Detail) HTML 49K
77: R69 Movement in Allowance for Doubtful Accounts HTML 47K
(Detail)
66: R70 Other Assets (Detail) HTML 71K
47: R71 Fixed Assets (Detail) HTML 65K
99: R72 Fixed Assets - Additional Information (Detail) HTML 46K
144: R73 Goodwill and Intangible Assets - Additional HTML 46K
Information (Detail)
63: R74 Changes in the Carrying Amount of Goodwill HTML 58K
(Detail)
44: R75 Finite-Lived Intangible Assets (Detail) HTML 72K
96: R76 Estimated Amortization Expense Relating to HTML 51K
Existing Intangible Assets with Finite Lives
(Detail)
140: R77 Accounts Payable and Accrued Liabilities (Detail) HTML 69K
61: R78 Loans Payable - Additional Information (Detail) HTML 145K
50: R79 Notes Payable - Summary of Company Issued and HTML 89K
Publicly Sold Unsecured Senior Notes (Detail)
65: R80 Notes Payable - Additional Information (Detail) HTML 94K
46: R81 Principal Amount and Unamortized Discount and Debt HTML 49K
Issuance Costs (Detail)
98: R82 Repayment of Principal Amount of Long Term Debts HTML 58K
(Detail)
142: R83 Convertible Notes - Additional Information HTML 135K
(Detail)
64: R84 Leases -Summary of Supplemental cash flow HTML 43K
information (Detail)
45: R85 Leases -Summary of Future lease payments (Detail) HTML 58K
97: R86 Leases - Additional Information (Detail) HTML 52K
141: R87 Income Taxes - Additional Information (Detail) HTML 110K
59: R88 Income Before Income Taxes (Detail) HTML 49K
48: R89 Components of Income Tax (Detail) HTML 53K
30: R90 Reconciliation of Effective Income Tax Provision HTML 80K
of Tax Computed By Applying Statutory Income Tax
Rate to Pre-Tax Income (Detail)
71: R91 Tax Effects of Temporary Differences that Gave HTML 76K
Rise to Deferred Tax Balances (Detail)
124: R92 Employee Defined Combination Plan - Additional HTML 41K
Information (Detail)
105: R93 Commitment and Contingencies - Additional HTML 49K
Information (Detail)
32: R94 Future Minimum Payments Under Non-Cancelable HTML 53K
Operating Leases with Initial Terms of One-Year or
More (Detail)
72: R95 Future Minimum Lease Payments For Non-Cancelable HTML 53K
Agreements For Licensed Copyrights and Produced
Content (Detail)
125: R96 Summary of Redeemable Noncontrolling Interest HTML 59K
(Detail)
108: R97 Redeemable Noncontrolling Interests - Additional HTML 62K
Information (Detail)
28: R98 Shareholder's Equity - Additional Information HTML 103K
(Detail)
79: R99 Shareholders' Equity (Detail) HTML 49K
111: R100 Changes in Accumulated Other Comprehensive HTML 76K
Income/(Loss) by Component, Net of Tax (Detail)
119: R101 Tax Benefit (expense) Allocated to each Component HTML 47K
of Other Comprehensive Income (Loss) (Detail)
78: R102 Reconciliation of Net Income to Numerator for HTML 54K
Computation of Basic and Diluted Per Share
(Detail)
27: R103 Computation of Basic and Diluted Earnings Per HTML 94K
Class A and Class B Ordinary Share (Detail)
110: R104 Share-Based Awards Plan - Additional Information HTML 123K
of Baidu, Inc. (Detail)
118: R105 Option Activity Baidu. Inc (Detail) HTML 95K
76: R106 Assumptions Used to Estimate Fair Values of Share HTML 62K
Options Granted - Baidu, Inc. (Detail)
25: R107 Restricted Shares Activity (Detail) HTML 64K
104: R108 Share-Based Awards Plan - Option Activity (Detail) HTML 95K
122: R109 Total Share-Based Compensation Cost Recognized HTML 57K
(Detail)
145: R110 Related Party Transactions - Additional HTML 54K
Information (Detail)
93: R111 Related Party Transactions (Detail) HTML 84K
49: R112 Related Party Transactions (Parenthetical) HTML 75K
(Detail)
60: R113 Segment Reporting - Additional Information HTML 40K
(Detail)
146: R114 Summary of Group's Operating Segment Results HTML 109K
(Detail)
94: R115 Fair Value Disclosure and Measurement on Recurring HTML 110K
Basis (Detail)
51: R116 Fair Value Measurements - Schedule of Investments HTML 53K
accounted at Fair Value (Detail)
62: R117 Fair Value Measurements - Schedule of HTML 57K
Available-for-sale debt investments (Detail)
143: R118 Fair Value Measurements - Summary of Assets HTML 71K
Measured at Fair Value on a Non-Recurring Basis
(Detail)
120: XML IDEA XML File -- Filing Summary XML 257K
86: XML XBRL Instance -- d833212d20f_htm XML 8.98M
95: EXCEL IDEA Workbook of Financial Reports XLSX 184K
20: EX-101.CAL XBRL Calculations -- bidu-20191231_cal XML 292K
21: EX-101.DEF XBRL Definitions -- bidu-20191231_def XML 1.48M
22: EX-101.LAB XBRL Labels -- bidu-20191231_lab XML 2.53M
23: EX-101.PRE XBRL Presentations -- bidu-20191231_pre XML 1.96M
19: EX-101.SCH XBRL Schema -- bidu-20191231 XSD 374K
128: JSON XBRL Instance as JSON Data -- MetaLinks 666± 1.03M
38: ZIP XBRL Zipped Folder -- 0001193125-20-073092-xbrl Zip 794K
| EX-4.89 |
EXHIBIT 4.89
Loan Agreement
This Loan Agreement (this “Agreement”) is entered into on August 20, 2019 in Beijing, by and between:
| Party A: | Baidu Online Network Technology (Beijing) Co., Ltd. | |
| Registered Address: 3/F, No. 10 Shangdi 10th Street, Haidian District, Beijing | ||
| Party B: | Shanshan Cui | |
| ID Card No. | ||
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”); and |
| 2. | Party B is a Chinese citizen holding 0.5% equity interests of Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”); |
NOW, THEREFORE, Party A and Party B, through friendly negotiations, agree as follows and intend to be bound hereby:
| 1. | In accordance with the terms and conditions of this Agreement, Party A agrees to provide to Party B, and Party B agrees to accept, a loan in an aggregate amount of RMB67,106,400. |
| 2. | Party B confirms the receipt of such loan and has applied the entirety of such loan toward payment of its subscribed contribution in Baidu Netcom. |
| 3. | The term of the loan under this Agreement shall commence on the date Party B receives such loan to the date 10 years from the execution of this Agreement, which may be extended upon mutual written consent of the Parties. During the term of the loan or the extended term of the loan, Party A has the right to cause the loan to become due immediately by written notice, and require Party B to repay the loan in accordance to this Agreement if: |
| (1) | Party B resigns from or is dismissed by Party A or any of its affiliates; |
| (2) | Party B is dead, without civil legal capacity or with limited civil legal capacity; |
| (3) | Party B engages in criminal act or is involved in criminal activities; |
| (4) | Any third party files a claim against Party B that exceeds RMB100,000; or |
| (5) | Subject to compliance with the laws of the PRC, Baidu, Inc. or a person designated by Baidu, Inc. is permitted to invest in Baidu Netcom to conduct internet information service business, value-added telecommunication business and other business, and Baidu, Inc. has issued a written notice relating to the equity purchase of Baidu Netcom to Party B pursuant to the provisions of the Exclusive Equity Purchase and Transfer Option Agreement mentioned in article 4 hereof, to exercise the option. |
| 4. | It is agreed and acknowledged that, subject to and to the extent permitted by the laws of the PRC, Baidu, Inc., as the holding company of Party A, shall have the right but no obligation to purchase or nominate any other person (including any natural person, legal entity or other entity) to purchase all or any part of the equity interests in Baidu Netcom held by Party B (the “Option”), provided that Baidu, Inc. shall issue a written notice to Party B to exercise the Option. Upon Baidu, Inc.’s issuance of such written notice, Party B shall, as requested and instructed by Party A, immediately transfer all of its equity interests in Baidu Netcom to Baidu, Inc. or any of its nominees at the original investment price (the “Original Investment Price”) or any other price acceptable to Baidu, Inc. required under applicable laws. It is agreed and acknowledged that upon exercising the Option by Baidu, Inc., if the lowest price of the equity interests permitted under applicable laws is higher than the Original Investment Price, the price payable by Baidu, Inc. or any of its nominees shall be the lowest price permitted under applicable laws. The Parties agree to enter into an Exclusive Equity Purchase and Transfer Option Agreement with respect to the foregoing in this Article 4. |
| 5. | It is agreed and acknowledged that Party B shall repay the loan only as follows: upon its maturity and at the request of Party A in writing, the loan provided hereunder shall be repaid by Party B (or any of its heirs, successors or assigns) with the proceeds from transfer of its equity interests in Baidu Netcom to Baidu, Inc. or any of its nominees to the extent permitted under the PRC laws, or otherwise agreed by the Parties. |
| 6. | It is agreed and acknowledged that in connection with transfer of the equity interests by Party B to Baidu, Inc. or any of its nominees upon maturity of the loan, if the proceeds from such transfer are legally required to or otherwise exceed the principal of the loan, Party B agrees to pay such excess amount, net of any individual income tax and other taxes and fees payable by Party B, to Baidu, Inc. or any of its nominees at sole decision of Baidu, Inc. to the extent permissible by the law. |
| 7. | It is agreed and acknowledged that Party B shall not be deemed to have fulfilled its obligations under this Agreement until: |
| (1) | Party B has transferred all his equity interests in Baidu Netcom to Baidu, Inc. and/or any of its nominees; and |
| (2) | Party B has paid the proceeds from such transfer to Party A under Articles 5 and 6 of this Agreement. |
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| 8. | To secure performance of its obligations under this Agreement, Party B agrees to pledge all of its equity interests in Baidu Netcom to Party A (the “Equity Pledge”). It is acknowledged that an Equity Pledge Agreement in respect of the foregoing in this Article 8 has been made as of August 20, 2019. |
| 9. | Party A hereby represents and warrants to Party B that, as of the execution date of this Agreement: |
| (1) | Party A is a wholly foreign-owned enterprise incorporated and validly existing under the laws of the PRC; |
| (2) | Party A has the right to execute and perform this Agreement. The execution and performance by Party A of this agreement comply with its business scope, Articles or other institutional documents, and Party A has obtained all necessary and appropriate approvals and authorizations in connection with the execution and performance of this Agreement; |
| (3) | The principal of the loan to Party B is legally owned by Party A; |
| (4) | The execution and performance of this Agreement by Party A does not violate any law, regulation, approval, authorization, notice or other governmental document by which it is bound or affected, or any agreement between Party A and any third party, or any promise made by Party A to a third party; and |
| (5) | This Agreement, once executed, shall constitute a legal, valid and enforceable obligations of Party A. |
| 10. | Party B hereby represents and warrants to Party A that, from the execution date of this agreement until this Agreement terminates: |
| (1) | Baidu Netcom is a limited liability company incorporated and validly existing under the laws of the PRC and Party B is the legal holder of the equity interest of Baidu Netcom; |
| (2) | Party B has the right to execute and perform this Agreement. The execution and performance by Party B of this Agreement comply with its business scope, Articles or other institutional documents, and Party B has taken necessary actions to obtain all necessary and appropriate approvals and authorizations; |
| (3) | The execution and performance of this Agreement by Party B does not violate any law, regulation, approval, authorization, notice or other governmental document by which it is bound or affected, or any agreement between Party B and any third party, or any promise made by Party B to a third party; |
| (4) | This Agreement, once executed, shall constitute a legal, valid and enforceable obligation of Party B; |
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| (5) | Party B has paid contribution in full for the equity interests he holds in Baidu Netcom in accordance with applicable laws and regulations; |
| (6) | Unless otherwise provided under the Equity Pledge Agreement and the Exclusive Equity Purchase and Transfer Option Agreement, Party B does not create any mortgage, pledge or other security over his equity interest in Baidu Netcom, make any offer to a third party to transfer his equity, make acceptance for the offer to a third party to purchase his equity, or execute any agreement with a third party to transfer his equity; |
| (7) | There are no pending or potential disputes, litigation, arbitration, administrative proceedings or other legal proceedings in connection with the equity interests of Baidu Netcom held by Party B; and |
| (8) | Baidu Netcom has completed all necessary governmental approvals, licenses, registrations and filings. |
| 11. | Party B undertakes, during the term of this Agreement: |
| (1) | not to sell, transfer, pledge or otherwise dispose of his equity interests or other interests in Baidu Netcom, nor to allow the creation of any other security interest over his equity interests without the prior written consent of Party A, except pledges or other rights created for the benefit of Party A; |
| (2) | not to vote for, support or execute any shareholder resolutions at Baidu Netcom’s shareholder’s meetings that permit the sale, transfer, pledge or other disposal of, or the creation of any other security interest on, any of his legal or beneficiary equity interests without the prior written consent of Party A, except those made to Party A or its designated person; |
| (3) | not to vote for, support or execute any shareholder resolutions at Baidu Netcom’s shareholder meetings that permit Baidu Netcom to merge or combine with, or acquire or invest in, any person without Party A’s prior written consent; |
| (4) | to promptly inform Party A of any pending or threatened litigation, arbitration or administrative proceeding relating to the equity interests of Baidu Netcom; |
| (5) | to execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or make all necessary and appropriate defenses against all claims in order to maintain his ownership of equity interests in Baidu Netcom; |
| (6) | to refrain from any act and/or omission that may materially affect the assets, business and liabilities of Baidu Netcom without the prior written consent of Party A; |
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| (7) | to appoint any person nominated by Party A as director/executive director of Baidu Netcom, upon Party A’s request; |
| (8) | in connection with Party A’s exercise of the subscription right provided hereunder, to transfer promptly and unconditionally all equity interests in Baidu Netcom held by Party B to Party A and/or its designated person, to the extent and within the scope permissible under the laws of the PRC; |
| (9) | not to request Baidu Netcom to distribute dividends or profits to it; |
| (10) | once Party B transfers the equity interests in Baidu Netcom to Party A or any of its nominees, to pay all proceeds from such transfer to Party A under Articles 5 and 6 of this Agreement; |
| (11) | to strictly comply with the terms of this Agreement, perform the obligations under this Agreement, and refrain from any act or omission that suffices to affect the validity and enforceability of this Agreement. |
| 12. | Party B, as the shareholder of Baidu Netcom, undertakes to cause Baidu Netcom, during the term of this Agreement: |
| (1) | not to supplement, amend or modify its articles of association, or increase or decrease its registered capital, or to change its capital structure in any form without the prior written consent of Party A; |
| (2) | to maintain its existence and handle matters prudently and affectively consistent with good financial and business standards and practices; |
| (3) | not to sell, transfer, mortgage or otherwise dispose of, nor to permit the creation of any other security interest on, any of its legal or beneficial interests in its assets, business or income without the prior written consent of Party A, at any time as of the date of this Agreement; |
| (4) | not to incur, succeed, guarantee or permit the existence of any liabilities without the prior written consent of Party A, except the liabilities (i) arising from the ordinary or day-to-day course of business, rather than through Party B; and (ii) disclosed to Party A or approved by Party A in writing; |
| (5) | to operate all businesses on a continued basis and maintain the value of its assets; |
| (6) | not to execute any material contracts (for the purpose of this item, a contract will be deemed material if its value exceeds RMB500,000) without the prior written consent of Party A, other than those executed during the ordinary course of business; |
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| (7) | to provide all information about its operations and financial affairs at Party A’s request; |
| (8) | not to merge or combine with, acquire or invest in, any other person without the prior written consent of Party A; |
| (9) | not to distribute dividends to the shareholders in any way without the prior written consent of Party A, and upon Party A’s request, to promptly distribute all distributable profits to the shareholders; |
| (10) | to promptly inform Party A of any pending or threatened litigation, arbitration or administrative proceeding relating to its assets, business or revenue; |
| (11) | to execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or make all necessary and appropriate defenses against all claims in order to maintain its ownership of its assets; and |
| (12) | to strictly comply with the terms of the Exclusive Technology Services Agreement dated March 1, 2004, the Supplement to the Exclusive Technology Services Agreement dated August 9, 2004, and the Exclusive Technology Consulting and Services Agreement, each by Baidu Netcom and Party A (collectively, the “Services Agreements”) and other agreements, duly perform its obligations thereunder, and refrain from any act or omission that could affect the validity and enforceability thereof. |
| 13. | This Agreement shall be binding on, and only for the benefits of, all parties hereto and their respective successors and assignees. Without prior written consent of Party A, Party B shall not transfer, pledge or otherwise assign any of its rights, interests or obligations hereunder. |
| 14. | Party B agrees that Party A may assign its rights and obligations hereunder to a third party by a written notice to Party B when it considers necessary. No further consent from Party B is required for such transfer. |
| 15. | The execution, validity, interpretation, performance, amendment, termination and dispute resolution of this Agreement are governed by the laws of the PRC. |
| 16. | Arbitration |
| (1) | Both Parties shall strive to settle any dispute, conflicts, or claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) of this Agreement through friendly consultation. In case no settlement can be reached within thirty (30) days after one party requests for settlement, any party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its then-current rules at the time of application. The arbitration award shall be final and conclusive and binding upon the Parties. |
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| (2) | The arbitration shall take place in Beijing. |
| (3) | The arbitration language shall be Chinese. |
| 17. | This Agreement shall be concluded as of the date of execution, and the Parties agree and confirm that the terms and conditions of this Agreement will become effective from the date when Party B receives the loan and end on the date when each Party has completed its obligations hereunder. |
| 18. | Party B shall not terminate or revoke this Agreement under any circumstances unless (i) Party A commits a gross negligence, fraud, or other material misconduct; or (ii) upon Party A’s bankruptcy. |
| 19. | This Agreement shall not be amended or modified without the written consent of the Parties hereto. Any matters not agreed upon in this Agreement may be supplemented by all Parties through the execution of a written agreement. The above amendments, modifications, supplements and any attachment of this Agreement shall be integral parts of this Agreement. |
| 20. | This Agreement constitutes the entire agreement of the Parties with respect to the transaction herein and supersedes and replaces all prior verbal discussions and written agreements between the Parties. |
| 21. | This Agreement is severable. The invalidity or unenforceability of any one clause shall not affect the validity or enforceability of other clauses herein. |
| 22. | Each Party shall strictly protect the confidentiality of information concerning the other Party’s business, operation, financial situation or other confidential information obtained under this Agreement or during the performance of this Agreement. |
| 23. | Any obligation that is incurred or becomes due before the expiration or early termination of this Agreement shall survive such expiration or early termination. Articles 15, 16, and 22 shall survive termination of this Agreement. |
| 24. | This Agreement shall be executed in two counterparts, and each Party shall hold one counterpart. Both counterparts shall have the same legal effect. |
(No Text Below)
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(Signature page only)
IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be duly executed by its legal or authorized representative on its behalf as of the date first written above.
| Party A: | ||
| Baidu Online Network Technology (Beijing) Co., Ltd. (seal) | ||
| Signature: | /s/ Shanshan Cui | |
| Legal representative/authorized representative | ||
| Party B: | ||
| Shanshan Cui | ||
| Signature: | /s/ Shanshan Cui | |
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/13/20 | None on these Dates | ||
| For Period end: | 12/31/19 | |||
| 8/20/19 | ||||
| 8/9/04 | ||||
| 3/1/04 | ||||
| List all Filings | ||||
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 3/28/22 Baidu, Inc. 20-F 12/31/21 168:26M Donnelley … Solutions/FA 8/19/21 Baidu, Inc. 424B2 1:1.9M Donnelley … Solutions/FA 8/16/21 Baidu, Inc. 424B5 1:1.9M Donnelley … Solutions/FA 3/09/21 Baidu, Inc. 20-F 12/31/20 166:25M Donnelley … Solutions/FA 10/07/20 Baidu, Inc. 424B2 1:820K Donnelley … Solutions/FA 10/05/20 Baidu, Inc. 424B5 1:823K Donnelley … Solutions/FA 10/05/20 Baidu, Inc. F-3ASR 10/05/20 6:465K Donnelley … Solutions/FA |