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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-4.47 |
Exhibit 4.47
Voting Proxy Agreement
This Voting Proxy Agreement (this “Agreement”) is entered into as of June 13, 2016 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong Macau and Taiwan) by and between:
| Party A: | Baidu Online Network Technology (Beijing) Co., Ltd. |
Registered Address: 3/F, Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing
Party B:
Yanhong Li, ID No. ; and
Hailong Xiang, ID No.
WHEREAS
| 1. | Party B are citizens of the PRC and shareholders of Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”) owning 100% equity interests in Baidu Netcom (“Party B’s Equity”). |
| 2. | Party B agrees to entrust a PRC company or individual designated by Party A, and Party A agrees to accept such entrustment, based on the terms and subject to the conditions set forth herein, to exercise their rights as shareholders of Baidu Netcom on their behalf. |
NOW, THEREFORE, the Parties hereby agree as follows:
| 1. | Party B hereby agrees to irrevocably entrust the entity or individual designated by Party A to exercise on their behalf all shareholder’s voting rights and other shareholder’s rights empowered by the law and Baidu Netcom’s articles of association at the shareholders’ meeting of Baidu Netcom, including, but not limited to, with respect to the sale, transfer, pledge or disposal of all or part of Party B’s equity interests in Baidu Netcom; convening, attending and presiding over shareholders’ meeting of Baidu Netcom as authorized representative of Baidu Netcom’s shareholder; election and replacement executive director, director, supervisor, manager and other executive officer; considering and approving profit distribution and loss make-up plans of Baidu Netcom; adopting resolution regarding merger, division, liquidation or change of corporate form of Baidu Netcom; deciding upon business strategy and investment plan of Baidu Netcom; and change of articles of association of Baidu Netcom. |
| 2. | Party A agrees to designate an entity or individual permissible by relevant applicable laws to accept the entrustment by Party B granted in Article 1 of this Agreement, and such entity or individual shall exercise Party B’s voting rights and other shareholder’s rights on behalf of Party B pursuant to this Agreement. |
| 3. | Party B hereby agrees and irrevocably acknowledges that, regardless of any change of their equity interests in Baidu Netcom, they shall entrust the entity or individual designated by Party A with all of their shareholder’s voting rights and other shareholder’s rights. |
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| 4. | Party B hereby agrees and irrevocably acknowledges that if Party A withdraws the appointment of the relevant entity or individual to whom Party B has entrusted their shareholder’s voting rights and other shareholder’s rights, they will withdraw his entrustment and authorization to such entity or individual and authorize another entity or individual designated by Party A to exercise their shareholder’s voting rights and other shareholder’s rights at the shareholders’ meeting of Baidu Netcom. During the term of this Agreement, Party B waives and will not exercise any and all rights regarding Party B’s Equity entrusted to Party A under this Agreement. |
| 5. | This Agreement shall be executed by the Parties or their respective legal or authorized representatives and become effective as of the date first written above. This Agreement shall remain permanently valid unless otherwise expressly provided under this Agreement or terminated by Party A in writing. If any Party’s operating term expires within the term of this Agreement, such Party shall timely renew its operating term to enable this Agreement to be continually valid and implementable. If a Party’s application to renew its operating term fails to obtain the approval or consent of any competent authority, this Agreement shall terminate at the expiry of such Party’s operating term, unless such Party has transferred its rights and obligations pursuant to Article 10 hereof. |
| 6. | This Agreement shall remain valid as long as Party B continues to hold any equity interest in Baidu Netcom. During the term of this Agreement, unless otherwise provided by law, Party B may not cancel, early terminate or end this Agreement. Notwithstanding the foregoing, Party A shall have the right to terminate this Agreement at any time by sending a written notice to Party B thirty (30) days in advance. |
| 7. | Any amendment to, and/or termination of, this Agreement shall be agreed by the Parties in writing. Any amendment or supplement hereto which is duly executed by the Parties is an integral part of, and shall have equal binding effect with, this Agreement. |
| 8. | Should any provision hereof be held invalid or unenforceable due to its inconsistency with relevant law, such provision shall be deemed invalid only to the extent governed by such law without affecting the validity of the other provisions hereof. |
| 9. | All notices or other correspondences required to be sent by any Party hereunder shall be written in Chinese and delivered to the following addresses of the other Parties or other addresses designated and notified to such Party from time to time by hand, via mail or fax. The notices shall be deemed to have been duly served (a) on the day of delivery if it is sent by hand, (b) on the tenth (10th) day after it is sent by post-prepaid registered airmail (with the day of sending shown on the postmark), or on the fourth day after the notice is handed to an internationally recognized express delivery service; and (c) at the time of receipt shown on the transmission acknowledgement if it is sent via fax. |
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| Party A: |
Baidu Online Network Technology (Beijing) Co., Ltd. | |||
| Address: |
3/F, Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
| Attn: |
Yanhong Li | |||
| Fax: |
010-59927435 | |||
| Tel: |
010-58003399 | |||
| Party B: |
||||
| Yanhong Li | ||||
| Address: |
Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
| Fax: |
010-59927435 | |||
| Tel: |
010-58003399 | |||
| Hailong Xiang | ||||
| Address: |
Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
| Fax: |
010-59927435 | |||
| Tel: |
010-58003399 | |||
| 10. | Except with Party A’s prior written consent, Party B shall not transfer their rights and obligations hereunder to any third party. Party B hereby agrees that Party A may assign its rights and obligations under this Agreement as Party A considers it necessary to do so, in which case Party A only needs to give a written notice to Party B and no further consent of Party B is required. |
| 11. | Both Parties acknowledge and confirm that any oral or written information exchanged between the Parties in connection with this Agreement are confidential, and both Parties shall keep all such information confidential and not disclose any such information to any third person, except for the information which: (a) is known or will be known by the public (not due to an unauthorized disclosure by the Party receiving such information); (b) is required to be disclosed by applicable law or rules or regulations of a stock exchange; or (c) needs to be disclosed to a Party’s legal or financial advisor in connection with the transaction contemplated hereby, provided that such advisor shall be subject to a confidential obligation similar to that provided in this Article. Disclosure by any employee or entity engaged by any Party shall be deemed disclosure by such Party, and such disclosing Party shall be liable for breach of this Agreement. This Article shall survive any invalidity, amendment, termination, dissolution or unenforceability of this Agreement for any reason whatsoever. |
| 12. |
| (1) | The formation, validity, interpretation, performance, amendment and termination of and resolution of any dispute under this Agreement shall be governed by the laws of the PRC. |
| (2) | Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall first be resolved by the Parties in good faith through negotiations. If resolution is reached by the Parties, any Party may submit such 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 and the language used shall be Chinese. The arbitral award shall be final and binding upon both Parties. |
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| 13. | This Agreement, once becoming effective, constitutes the entire agreement and understanding between the Parties with respect to the matters contained herein, and fully supersedes all prior oral and written agreements and understandings between the Parties with respect to the matters contained herein. |
| 14. | This Agreement is made in three originals, with each Party holding one original, and each original shall have the same effect. |
[No text below]
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[This page contains no body text]
IN WITNESS WHEREOF, each party has executed this Agreement as of the date first written above.
Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (seal)
| /s/: Hailong Xiang |
| Title: Legal Representative |
Party B:
| /s/: Yanhong Li |
| /s/: Hailong Xiang |
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| 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 |