SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/17 Baidu, Inc. 20-F 12/31/16 152:15M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.78M 2: EX-4.34 Instrument Defining the Rights of Security Holders HTML 96K 3: EX-4.35 Instrument Defining the Rights of Security Holders HTML 113K 4: EX-4.36 Instrument Defining the Rights of Security Holders HTML 75K 5: EX-4.37 Instrument Defining the Rights of Security Holders HTML 68K 6: EX-4.38 Instrument Defining the Rights of Security Holders HTML 61K 7: EX-4.39 Instrument Defining the Rights of Security Holders HTML 115K 8: EX-4.40 Instrument Defining the Rights of Security Holders HTML 105K 9: EX-4.41 Instrument Defining the Rights of Security Holders HTML 40K 10: EX-4.42 Instrument Defining the Rights of Security Holders HTML 40K 11: EX-4.43 Instrument Defining the Rights of Security Holders HTML 60K 12: EX-4.44 Instrument Defining the Rights of Security Holders HTML 78K 13: EX-4.45 Instrument Defining the Rights of Security Holders HTML 79K 14: EX-4.46 Instrument Defining the Rights of Security Holders HTML 55K 15: EX-4.47 Instrument Defining the Rights of Security Holders HTML 55K 16: EX-4.48 Instrument Defining the Rights of Security Holders HTML 60K 17: EX-4.49 Instrument Defining the Rights of Security Holders HTML 79K 18: EX-4.50 Instrument Defining the Rights of Security Holders HTML 78K 19: EX-4.51 Instrument Defining the Rights of Security Holders HTML 74K 20: EX-4.52 Instrument Defining the Rights of Security Holders HTML 75K 21: EX-4.53 Instrument Defining the Rights of Security Holders HTML 40K 22: EX-4.54 Instrument Defining the Rights of Security Holders HTML 40K 23: EX-4.55 Instrument Defining the Rights of Security Holders HTML 40K 24: EX-4.56 Instrument Defining the Rights of Security Holders HTML 40K 25: EX-4.57 Instrument Defining the Rights of Security Holders HTML 41K 26: EX-4.58 Instrument Defining the Rights of Security Holders HTML 77K 27: EX-4.59 Instrument Defining the Rights of Security Holders HTML 72K 28: EX-4.60 Instrument Defining the Rights of Security Holders HTML 75K 29: EX-4.61 Instrument Defining the Rights of Security Holders HTML 61K 30: EX-4.68 Instrument Defining the Rights of Security Holders HTML 711K 31: EX-4.69 Instrument Defining the Rights of Security Holders HTML 228K 32: EX-8.1 Opinion of Counsel re: Tax Matters HTML 37K 35: EX-13.1 Annual or Quarterly Report to Security Holders HTML 39K 36: EX-13.2 Annual or Quarterly Report to Security Holders HTML 39K 33: EX-12.1 Statement re: Computation of Ratios HTML 43K 34: EX-12.2 Statement re: Computation of Ratios HTML 42K 37: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 39K 38: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 39K 39: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 39K 46: R1 Document and Entity Information HTML 67K 47: R2 Consolidated Balance Sheets HTML 190K 48: R3 Consolidated Balance Sheets (Parenthetical) HTML 69K 49: R4 Consolidated Statements Of Comprehensive Income HTML 142K 50: R5 Consolidated Statements Of Comprehensive Income HTML 41K (Parenthetical) 51: R6 Consolidated Statements Of Cash Flows HTML 228K 52: R7 Consolidated Statements Of Shareholders' Equity HTML 111K 53: R8 Organization, Consolidation and Presentation of HTML 128K Financial Statements 54: R9 Summary of Significant Accounting Policies HTML 189K 55: R10 Business Combinations HTML 57K 56: R11 Investments HTML 101K 57: R12 Accounts Receivable HTML 57K 58: R13 Other Current Assets HTML 49K 59: R14 Fixed Assets HTML 55K 60: R15 Goodwill and Intangible Assets HTML 112K 61: R16 Accounts Payable and Accrued Liabilities HTML 54K 62: R17 Loans Payable HTML 60K 63: R18 Notes Payable HTML 59K 64: R19 Income Taxes HTML 111K 65: R20 Employee Defined Contribution Plan HTML 42K 66: R21 Commitments and Contingencies HTML 61K 67: R22 Redeemable Noncontrolling Interests HTML 51K 68: R23 Shareholders' Equity HTML 102K 69: R24 Earnings Per Share ("Eps") HTML 97K 70: R25 Share-Based Awards Plan HTML 80K 71: R26 Related Party Transactions HTML 61K 72: R27 Segment Reporting HTML 67K 73: R28 Fair Value Measurement HTML 102K 74: R29 Subsequent Events HTML 45K 75: R30 Summary of Significant Accounting Policies HTML 274K (Policies) 76: R31 Organization, Consolidation and Presentation of HTML 79K Financial Statements (Tables) 77: R32 Summary of Significant Accounting Policies HTML 50K (Tables) 78: R33 Business Combinations (Tables) HTML 45K 79: R34 Investments (Tables) HTML 89K 80: R35 Accounts Receivable (Tables) HTML 56K 81: R36 Other Current Assets (Tables) HTML 49K 82: R37 Fixed Assets (Tables) HTML 52K 83: R38 Goodwill and Intangible Assets (Tables) HTML 107K 84: R39 Accounts Payable and Accrued Liabilities (Tables) HTML 53K 85: R40 Notes Payable (Tables) HTML 58K 86: R41 Income Taxes (Tables) HTML 99K 87: R42 Commitments and Contingencies (Tables) HTML 55K 88: R43 Redeemable Noncontrolling Interests (Tables) HTML 49K 89: R44 Shareholders' Equity (Tables) HTML 85K 90: R45 Earnings Per Share ("Eps") (Tables) HTML 97K 91: R46 Share-Based Awards Plan (Tables) HTML 77K 92: R47 Related Party Transactions (Tables) HTML 58K 93: R48 Segment Reporting (Tables) HTML 60K 94: R49 Fair Value Measurement (Tables) HTML 96K 95: R50 Organization, Consolidation and Presentation of HTML 57K Financial Statements - Additional Information (Detail) 96: R51 Financial Statement Balances and Amounts of VIEs HTML 140K and Their Subsidiaries were Included in Consolidated Financial Statements After Elimination of Intercompany Balances and Transactions Among VIEs and Their Subsidiaries Within Group (Detail) 97: R52 Summary of Significant Accounting Policies - HTML 118K Additional Information (Detail) 98: R53 Estimated Useful Lives of Fixed Assets (Detail) HTML 59K 99: R54 Weighted Average Useful Lives from Date of HTML 56K Purchase of Intangible Assets (Detail) 100: R55 Business Combinations - Additional Information HTML 48K (Detail) 101: R56 Summary of Estimated Fair Values of Assets HTML 60K Acquired, Liabilities Assumed and Noncontrolling Interest (Detail) 102: R57 Investments - Short-term Investments - Additional HTML 44K information (Detail) 103: R58 Investments - Long-term Investments - Additional HTML 93K information (Detail) 104: R59 Summarized Financial Information (Detail) HTML 78K 105: R60 Schedule of Investments at Amortized Cost and Fair HTML 96K Value (Detail) 106: R61 Accounts Receivable (Detail) HTML 48K 107: R62 Movement in Allowance for Doubtful Accounts HTML 48K (Detail) 108: R63 Other Current Assets (Detail) HTML 58K 109: R64 Fixed Assets (Detail) HTML 64K 110: R65 Fixed Assets - Additional Information (Detail) HTML 65K 111: R66 Goodwill and Intangible Assets - Additional HTML 48K Information (Detail) 112: R67 Changes in Carrying Amount of Goodwill (Detail) HTML 70K 113: R68 Finite-Lived Intangible Assets (Detail) HTML 68K 114: R69 Estimated Amortization Expense Relating to HTML 51K Existing Intangible Assets with Finite Lives (Detail) 115: R70 Indefinite-Lived Intangible Assets (Detail) HTML 43K 116: R71 Accounts Payable and Accrued Liabilities (Detail) HTML 73K 117: R72 Loans Payable - Additional Information (Detail) HTML 267K 118: R73 Notes Payable - Additional Information (Detail) HTML 89K 119: R74 Principal Amount and Unamortized Discount and Debt HTML 47K Issuance Costs (Detail) 120: R75 Repayment of Principal Amount of Long Term Debts HTML 57K (Detail) 121: R76 Income Taxes - Additional Information (Detail) HTML 143K 122: R77 Income Before Income Taxes (Detail) HTML 48K 123: R78 Components of Income Tax (Detail) HTML 53K 124: R79 Reconciliation of Effective Income Tax Provision HTML 78K of Tax Computed By Applying Statutory Income Tax Rate to Pre-Tax Income (Detail) 125: R80 Tax Effects of Temporary Differences that Gave HTML 71K Rise to Deferred Tax Balances (Detail) 126: R81 Employee Defined Combination Plan - Additional HTML 42K Information (Detail) 127: R82 Commitment and Contingencies - Additional HTML 55K Information (Detail) 128: R83 Future Minimum Payments Under Non-Cancelable HTML 58K Operating Leases with Initial Terms of One-Year or More (Detail) 129: R84 Future Minimum Payments Under Non-Cancelable HTML 53K Licensing Agreements (Detail) 130: R85 Summary of Redeemable Noncontrolling Interest HTML 50K (Detail) 131: R86 Redeemable Noncontrolling Interests - Additional HTML 49K Information (Detail) 132: R87 Shareholder's Equity - Additional Information HTML 88K (Detail) 133: R88 Shareholders' Equity (Detail) HTML 48K 134: R89 Components of Accumulated Other Comprehensive HTML 68K Income (Loss) (Detail) 135: R90 Tax Effect Allocated to Each Component of Other HTML 51K Comprehensive Income (Detail) 136: R91 Reconciliation of Net Income to Numerator for HTML 48K Computation of Basic and Diluted Net Income per Share (Detail) 137: R92 Computation of Basic and Diluted Net Income HTML 90K Attributable to Baidu, Inc. Per Share for Class A and Class B Ordinary Shares (Detail) 138: R93 Share-Based Awards Plan - Additional Information HTML 96K of Baidu, Inc. (Detail) 139: R94 Option Activity - Baidu, Inc. (Detail) HTML 97K 140: R95 Assumptions Used to Estimate Fair Values of Share HTML 62K Options Granted - Baidu, Inc. (Detail) 141: R96 Restricted Shares Activity (Detail) HTML 68K 142: R97 Total Share-Based Compensation Cost Recognized HTML 53K (Detail) 143: R98 Related Party Transactions - Additional HTML 44K Information (Detail) 144: R99 Related Party Balances (Detail) HTML 66K 145: R100 Related Party Balances (Parenthetical) (Detail) HTML 47K 146: R101 Segment Reporting - Additional Information HTML 41K (Detail) 147: R102 Summary of Group's Operating Segment Results HTML 60K (Detail) 148: R103 Fair Value Disclosure and Measurement (Detail) HTML 133K 149: R104 Subsequent Events - Additional Information HTML 71K (Detail) 151: XML IDEA XML File -- Filing Summary XML 231K 150: EXCEL IDEA Workbook of Financial Reports XLSX 169K 40: EX-101.INS XBRL Instance -- bidu-20161231 XML 3.59M 42: EX-101.CAL XBRL Calculations -- bidu-20161231_cal XML 411K 43: EX-101.DEF XBRL Definitions -- bidu-20161231_def XML 1.15M 44: EX-101.LAB XBRL Labels -- bidu-20161231_lab XML 2.29M 45: EX-101.PRE XBRL Presentations -- bidu-20161231_pre XML 1.61M 41: EX-101.SCH XBRL Schema -- bidu-20161231 XSD 304K 152: ZIP XBRL Zipped Folder -- 0001193125-17-105041-xbrl Zip 352K
EX-4.46 |
Exhibit 4.46
Equity Transfer Agreement
This Equity Transfer Agreement (this “Agreement”) is entered into as of June 13, 2016 in Beijing, the People’s Republic of China (“PRC”) by and between:
Transferor: Zhan Wang, a PRC citizen, ID No.:
Transferee: Hailong Xiang, a PRC citizen, ID No.:
The Parties above are collectively referred to as the “Parties,” individually as a “Party.”
Definitions
Unless otherwise agreed hereunder, the following terms shall have the following meanings:
“Target” means Beijing Baidu Netcom Science Technology Co.,Ltd., whose registered address is at 2/F Baidu Plaza, No. 10 Shangdi 10th Street, Haidian District, Beijing.
“Transfer Subject” means the aggregate 0.5% equity interests of the Target held by the Transferor (corresponding to the registered capital of RMB4.45 million).
WHEREAS
(1) | The Target is a limited liability company duly incorporated and validly existing under the PRC laws, with its registered capital of RMB890 million. As of the date hereof the shareholding structure of the Target is set forth as follows: |
No. | Shareholder | Amount of Contribution (RMB10,000) |
Shareholding Percentage | |||||||
1 |
Yanhong Li |
88,555 | 99.5 | % | ||||||
2 |
445 | 0.5 | % | |||||||
Total |
89,000 | 100 | % |
(2) | The Transferor intends to transfer to the Transferee, and the Transferee is willing to accept the transfer of, the aggregate 0.5% equity interests of the Target the Transferor holds. |
NOW THEREFORE, in accordance with the relevant PRC laws, rules and regulations, based on the principals of voluntariness, fairness and honesty and upon friendly consultation, with respect to the matters regarding the transfer of the 0.5% equity interest in the Target, the Parties agree as follows:
1
1. | Transfer Subject |
1.1 | The Transfer Subject of this Agreement is the aggregate 0.5% of the equity interests it holds in the Target, and the Transferor agrees to transfer the Transfer Subject to the Transferee. |
2. | Target |
2.1 | The Target involved herein is legally existing and has independent legal person status. |
2.2 | The Target owns legal approval or licensing documents involved in its conduct of business. |
3. | Transfer Price and Payment |
3.1 | Transfer price: the Parties agree that the price of the Transfer Subject hereunder shall be RMB4.45 million. |
3.2 | Means of payment: the Transferee will pay the price in cash to the bank account designated by the Transferor in writing. |
4. | Registration Changes |
4.1 | The Transferor shall cause the Target to handle the equity change registration procedures of the Target with the registration authority. The date when the registration authority completes the equity change registration procedures and issues new business license of the Target shall be deemed as the date when the transaction is accomplished. |
5. | Representations and Warranties of the Transferor |
5.1 | The Transferor has fully paid up its contribution to the registered capital of the Target, and its contribution has been verified and a capital verification report has been obtained therefor. There are no fake or escaped contributions. |
5.2 | The Transferor owns legal, valid and full right of disposal on the Transfer Subject hereunder, and the Transfer Subject it holds is free of pledge or any other form of security or third party interest. |
6. | Representations and Warranties of the Transferee |
6.1 | The acceptance of the Transfer Subject hereunder by the Transferee is in compliance with the provisions of law and regulations and does not violate any industrial policy in the PRC. |
6.2 | All certificates and materials submitted to the Transferor for purposes of executing this Agreement are true and complete. |
6.3 | All approval procedures necessary for execution of this Agreement have been duly and validly obtained. |
2
7. | Transaction Expenses |
The transaction expenses arising in connection with the transaction hereunder shall be borne in accordance with provisions of relevant law.
8. | Liabilities for Breach |
8.1 | Any Party in violation of this Agreement shall take full compensation responsibilities for any loss incurred to the other Parties as a result of its breach. |
8.2 | The liabilities to be taken by any Party for its breach of this Agreement shall not be relieved due to termination of this Agreement. |
9. | Amendment and Termination of Agreement |
9.1 | The Parties may amend or terminate this Agreement through negotiations. Matters not covered herein may be subject to a written supplementary agreement between the Parties. |
9.2 | In any of the following cases, this Agreement may be terminated: |
9.2.1 by either Party, if the purposes of this Agreement cannot be realized for an event of force majeure or any reason not contributable to either Party;
9.2.2 by a Party, if the other Party is incapacitated for performance of this Agreement;
9.2.3 by a Party, if the purposes of this Agreement cannot be realized due to the other Party is in serious breach;
9.2.4 by a Party, if the other Party breaches any of its representations and warranties of Articles 5 and 6 hereof.
10. | Governing Law and Dispute Resolution |
10.1 | This Agreement shall be governed by the laws of the People’s Republic of China. |
10.2 | Any disputes arising from the interpretation and performance of the terms hereunder shall first be resolved by the Parties through consultation in good faith. In case of a failure to reach an agreement to resolve a dispute between the Parties, either Party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules. The arbitration shall be held in Beijing. The arbitral award shall be final and binding upon both Parties. |
11. | Effectiveness |
This Agreement shall become effective upon executed by the Parties on the date first written above.
3
12. | Miscellaneous |
12.1 | The Parties may amend and supplement this Agreement in writing, which shall be attached to this Agreement as appendices. The appendices shall have equal legal effect as this Agreement. |
12.2 | This Agreement is made in four counterparts, one for each Party and the others shall be filed to relevant registration authority for record. |
[Remainder of the page intentionally left blank]
4
[This page contains no body text and is the signature page of the Equity Transfer Agreement]
Transferor:
Signature: | /s/ Zhan Wang |
Transferee:
Hailong Xiang
Signature: | /s/ Hailong Xiang |
5
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/31/17 | None on these Dates | ||
For Period end: | 12/31/16 | |||
6/13/16 | ||||
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 3/09/21 Baidu, Inc. 20-F 12/31/20 166:25M Donnelley … Solutions/FA |