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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-4.50 |
Exhibit 4.50
AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on January 18, 2017:
Pledgee:
| Party A: | Baidu Online Network Technology (Beijing) Co., Ltd. | |
| Registered Address: | 3/F, Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |
| Pledgor: | ||
| Party B: | Yanhong Li | |
| Address: | ||
WHEREAS:
1. Party A is a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (the “PRC”).
2. Party B is a citizen of the PRC owning 99.5% equity interests in Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”), a limited liability company registered in Beijing, the PRC.
3. Party A and Party B entered into an Amended and Restated Loan Agreement dated January 18, 2017, whereby Party B obtains a loan (the “Loan Arrangement”) up to a total amount of RMB2,160,423,600 (the “Loan”).
4. Party A and Baidu Netcom entered into an Exclusive Technology Consulting and Services Agreement dated March 22, 2005 (the “Services Agreement”), pursuant to which Baidu Netcom shall pay Party A technical consulting and services fee (the “Service Fees”) for the technology consulting and services provided by Party A.
5. In order to ensure that Party B will perform its obligations under the Loan Arrangement and Party A will be able to collect Service Fees from Baidu Netcom, Party B agrees to pledge his equity interest in Baidu Netcom as security for the Loan and the Service Fees. Party A (the “Pledgee”) and Party B (the “Pledgor”) intend to enter into this Agreement to specify their respective rights and obligations in respect of such pledge.
6. Party A, Party B and other relevant parties have entered into a series of equity pledge agreements (collectively the “Original Equity Pledge Agreements”) listed in Appendix I hereof, and both Parties hereto now agree to execute this Agreement to amend and restate the Original Equity Pledge Agreements. This Agreement shall supersede and replace the Original Equity Pledge Agreements as of the effective time provided herein.
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NOW THEREFORE, the Pledgee and the Pledgor agree as follows through negotiations and to be bound hereby:
| 1. | Definitions |
Unless otherwise provided in this Agreement, the following terms shall have the following meanings:
1.1 “Pledge”: refers to the full content of Article 2 hereunder.
1.2 “Equity Interest”: refers to all of the equity interest in Baidu Netcom legally held by the Pledgor.
1.3 “Rate of Pledge”: refers to the ratio between the value of the Pledge under this Agreement and the total amount of the Service Fees and the Loan.
1.4 “Term of Pledge”: refers to the period provided for under Article 3.2 hereunder.
1.5 “Principal Agreement”: refers to the Services Agreements and the agreements under the Loan Arrangement.
1.6 “Event of Default”: refers to any event listed in Article 7.1 hereunder.
1.7 “Notice of Default”: refers to the notice of default issued by the Pledgee in accordance with this Agreement.
| 2. | Pledge |
The Pledgor will pledge all of his Equity Interest in Baidu Netcom to the Pledgee as security for (i) all his obligations under the Loan Arrangement and (ii) all obligations of Baidu Netcom under the Services Agreement. For purpose of this Agreement, “Pledge” refers to the priority in receiving payment in the form of all or part of the Equity Interest based on the conversion value thereof, or from the proceeds from the auction or sale of all or part of the Equity Interest in accordance with legal procedure.
| 3. | Rate of Pledge and Term of Pledge |
3.1 Rate of the Pledge
The rate of the Pledge shall be approximately 100%.
3.2 Term of the Pledge
3.2.1 The Pledge shall take effect as of the date when the pledge of the Equity Interest is recorded in the Register of Shareholders of Baidu Netcom and registered with the applicable authority of industrial and commercial administration, and shall remain in effect until two (2) years after obligations under the Principal Agreement have been fulfilled.
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3.2.2 During the term of the Pledge, the Pledgee shall be entitled to dispose of the Pledge in accordance with this Agreement in the event that the Pledgor fails to perform his obligations under the Loan Arrangement or Baidu Netcom fails to perform its obligations under the Services Agreement.
| 4. | Physical Possession of Documents |
4.1 During the term of the Pledge under this Agreement, the Pledgor shall deliver his capital contribution certificate and the register of shareholders of Baidu Netcom to the Pledgee within one (1) week from the date of this Agreement.
4.2 The Pledgee shall be entitled to receive dividends from the Equity Interest.
4.3 The Pledge under this Agreement will be recorded in the Register of Shareholders of Baidu Netcom (See Appendix II) after execution of this Agreement.
| 5. | Representations and Warranties of the Pledgor |
5.1 The Pledgor is the legal owner of the Equity Interest and has adopted shareholders’ resolutions to approve the Pledge (See Appendix III).
5.2 Except for the benefit of the Pledgee, the Pledgor has not pledged the Equity Interest or created other encumbrance on the Equity Interest.
| 6. | Covenants of the Pledgor |
6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor shall:
6.1.1 not transfer or assign the Equity Interest, create or permit the existence of any other pledges which may have any effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee;
6.1.2 comply with and implement the laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection to such notices, orders or suggestions; and
6.1.3 timely notify the Pledgee of any events or any notices received which may affect the Pledgor’s right to all or any part of the Equity Interest, and any events or any received notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.
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6.2 The Pledgor agrees that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure initiated by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person.
6.3 The Pledgor promises to the Pledgee that in order to protect or perfect the security for the payment of the Loan and the Services Fees, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts and/or to perform any other actions (and cause other parties who have interests to take action) as required by the Pledgee and facilitate the exercise of the rights and authorization vested in the Pledgee under this Agreement.
6.4 The Pledgor promises to the Pledgee that he will execute all amendment documents (if applicable and necessary) in connection with the certificate of the Equity Interest with the Pledgee or its designated person (being a natural person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary.
6.5 The Pledgor promises to the Pledgee that he will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee because of the Pledgor’s failure to perform in whole or in part its guarantees, covenants, warranties, representations and conditions.
6.6 During the term of this Agreement, the Pledgor will not perform any action/non-action which may affect the value of the Equity Interest to maintain or increase the value. The Pledgor shall timely notify the Pledgee of any events which may decrease the value of the Equity Interest or affect the Pledgor’s performance of the obligations under this Agreement, and shall provide security satisfactory to the Pledgee of the decreased value of the Equity Interest upon the Pledgee’s request.
6.7 To the extent permitted under applicable laws or regulations, the Pledgor shall use his best efforts to cooperate with all the registration, record or other procedures relating to the Pledge as required by relevant laws and regulations.
| 7. | Event of Default |
7.1 Each of the following events shall be regarded as an Event of Default:
7.1.1 Pledgor fails to perform his obligations under the Loan Arrangement;
7.1.2 Baidu Netcom fails to pay the Services Fees in due course in full amount or perform other obligations under the Services Agreements;
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7.1.3 Any representation or warranty made by the Pledgor in Article 5 hereof contains material misleading statements or errors and/or the Pledgor breaches any warranty in Article 5 hereof;
7.1.4 The Pledgor breaches the covenants under Article 6 hereof;
7.1.5 The Pledgor breaches any other provision of this Agreement;
7.1.6 The Pledgor waives the pledged Equity Interest or transfers or assigns the pledged Equity Interest without prior written consent from the Pledgee;
7.1.7 Any of the Pledgor’s external loans, guaranties, compensations, undertakings or other obligations (1) is required to be repaid or performed prior to the scheduled due date because of a default; or (2) is due but cannot be repaid or performed as scheduled, causing the Pledgee to believe that the Pledgor’s ability to perform the obligations hereunder has been affected;
7.1.8 Baidu Netcom is incapable of repaying its general debts or other debts;
7.1.9 This Agreement becomes illegal or the Pledgor is not capable of continuing to perform the obligations hereunder due to any reason other than a force majeure event;
7.1.10 There have been adverse changes to the properties owned by the Pledgor, causing the Pledgee to believe that the capability of the Pledgor to perform the obligations hereunder has been affected;
7.1.11 The successor or custodian of Baidu Netcom only partially performs or refuses to perform the payment obligation under the Services Agreements; and
7.1.12 The breach of the other provisions of this Agreement by the Pledgor due to his act or omission.
7.2 The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor knows or discovers that any event specified under Article 7.1 hereof or any event that may result in the foregoing events has occurred.
7.3 Unless an event of default under Article 7.1 hereof has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default occurs or at any time thereafter, may give a written Notice of Default to the Pledgor, requiring the Pledgor to immediately make full payment of the outstanding amount under the Loan Arrangement or under the Services Agreements or requesting to exercise the Pledge in accordance with Article 8 hereof.
| 8. | Exercise of the Pledge |
8.1 The Pledgor shall not transfer or assign the Equity Interest without prior written approval from the Pledgee prior to the full performance of his obligations under the Loan Arrangement and supplementary agreement and full payment of all Service Fees under the Services Agreements, whichever is later.
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8.2 The Pledgee shall give a Notice of Default to the Pledgor when the Pledgee exercises the Pledge.
8.3 Subject to Article 7.3, the Pledgee may exercise the Pledge when the Pledgee gives a Notice of Default in accordance with Article 7.3 or at any time thereafter.
8.4 The Pledgee is entitled to priority in receiving payment in the form of all or part of the Equity Interest based on the conversion value thereof, or from the proceeds from the auction or sale of all or part of the Equity Interest in accordance with legal procedure, until the outstanding debt and all other payables of the Pledgor under Loan Arrangement and Services Agreements are repaid.
8.5 The Pledgor shall not hinder the Pledgee from exercising the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee could fully exercise its Pledge.
| 9. | Assignment |
9.1 The Pledgor shall not give away or transfer its rights and obligations hereunder without prior consent from the Pledgee.
9.2 This Agreement shall be binding upon the Pledgor and his successors and be binding on the Pledgee and each of its successors and permitted assigns.
9.3 To the extent permitted by law, the Pledgee may transfer or assign any or all of its rights and obligations under the Loan Arrangement and supplementary agreements to any person (natural person or legal entity) designated by it at any time. In that case, the assignee shall have the same rights and obligations as those of the Pledgee as if the assignee were an original party hereto. When the Pledgee transfers or assigns the rights and obligations under the Services Agreement, Loan Arrangement and supplementary agreements, it is only required to provide a written notice to the Pledgor, and at the request of the Pledgee, the Pledgor shall execute the relevant agreements and/or documents with respect to such transfer or assignment.
9.4 After the Pledgee has been changed as a result of a transfer or an assignment, the new parties to the Pledge shall execute a new pledge contract.
| 10. | Effectiveness and Term |
This Agreement is executed on the date first set forth above and becomes effective from the date when the pledge is recorded on Baidu Netcom’s Register of Shareholders.
| 11. | Termination |
This Agreement shall terminate when the loan under the Loan Arrangement and the Services Fees under the Services Agreement have been fully repaid and the Pledgor no longer has any outstanding obligations under the Loan Arrangement and Baidu Netcom no longer has any outstanding obligations under the Services Agreements. Thereafter, the Pledgee shall cancel or terminate this Agreement as soon as reasonably practicable.
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| 12. | Fees and Other Charges |
12.1 The Pledgor shall be responsible for all of the fees and actual expenses in relation to this Agreement including, but not limited to, legal fees, production costs, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with the laws, the Pledgor shall fully indemnify the Pledgee for such taxes paid by the Pledgee.
12.2 In the event that the Pledgee has to make a claim against the Pledgor by any means as a result of the Pledgor’s failure to pay any tax or expense payable by the Pledgor under this Agreement, the Pledgor shall be responsible for all the expenses arising from such claim (including but not limited to any taxes, handling fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with the disposition of the Pledge).
| 13. | Force Majeure |
13.1 A Force Majeure event refers to any unforeseen event that is beyond a party’s reasonable control and cannot be prevented with reasonable care, which includes but is not limited to acts of governments, changes of law, acts of God, fires, explosions, typhoons, floods, earthquake, tides, lightning or war; provided, however, that any insufficiency of creditworthiness, capital or financing shall not be regarded as an event beyond a party’s reasonable control. The affected party by Force Majeure shall promptly notify the other party of such event resulting in exemption.
13.2 In the event that the affected party is delayed or prevented from performing its obligations under this Agreement by Force Majeure, and only to the extent of such delay and prevention, the affected party shall not be liable for obligations under this Agreement. The affected party shall take appropriate measures to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations that were delayed or prevented by the event of Force Majeure. After the event of Force Majeure is removed, both Parties agree to resume the performance of this Agreement using their best efforts.
| 14. | Confidentiality |
The Parties acknowledge and confirm that all the oral and written materials exchanged relating to this Agreement are confidential. Each party must keep such materials confidential and cannot disclose such materials to any other third party without the other party’s prior written approval, unless: (a) the public knows or will know the materials (not due of the disclosure by the receiving party); (b) the disclosed materials are required by law or stock exchange rules to be disclosed; or (c) materials relating to the transactions under this Agreement are disclosed to the Parties’ legal or financial advisors, who must keep them confidential as well. Disclosure of the confidential information by employees or institutions hired by the Parties is deemed as an act by the Parties, therefore, subjecting them to liability.
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| 15. | Dispute Resolution |
15.1 This Agreement shall be governed by and construed in accordance with PRC law.
15.2 The Parties shall strive to settle any dispute arising from the interpretation or performance of this Agreement through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the current rules of CIETAC, the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing, PRC. The arbitration award shall be final and binding upon the Parties.
| 16. | Notice |
Any notice which is given by the Parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing. If such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on a business day or reaches the addressee after business hours, the next business day following such day is the date of notice. The delivery place is the address first written above for each of the Parties hereto or the address advised by such party in writing, including facsimile and telex, from time to time.
| Party A: | Baidu Online Network Technology (Beijing) Co., Ltd. | |
| Address: | Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |
| Fax: | 5992-7435 | |
| Telephone: | 5992-8888 | |
| Party B: | Yanhong Li | |
| Address: | ||
| Fax: 5992-7435 | ||
| Telephone: | 010-59928888 | |
| 17. | Entire Agreement |
Notwithstanding provisions in Article 10 hereof, the Parties agree that this Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matters herein upon its effectiveness and supersedes and replaces all prior oral and/or written agreements and understandings relating to the subject matters of this Agreement. This Agreement shall supersede the Original Equity Pledge Agreements previously executed by the Parties and other relevant parties, and the Original Equity Pledge Agreements shall terminate immediately after this Agreement becomes effective.
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| 18. | Severability |
Should any provision of this Agreement be held invalid or unenforceable because of inconsistency with applicable laws, such provision shall be invalid or unenforceable only to the extent of such applicable laws without affecting the validity or enforceability of the remainder of this Agreement.
| 19. | Appendices |
The appendices to this Agreement shall constitute an integral part of this Agreement.
| 20. | Amendment or Supplement |
20.1 The Parties may amend or supplement this Agreement by written agreement. The amendments or supplements to this Agreement duly executed by both Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement.
20.2 This Agreement and any amendments, modifications, supplements, additions or changes hereto shall be in writing and shall be effective upon being executed and sealed by the Parties hereto.
| 21. | Counterparts |
This Agreement is made in Chinese in two originals, with each Party holding one original. Both originals have the same legal effect.
[no text below]
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[This page contains no body text]
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by himself, its legal representative or its duly authorized representative as of the date first written above.
Party A: Baidu Online Network Technology (Beijing) Co., Ltd.
Legal Representative/Authorized Representative: /s/ Hailong Xiang
Seal of Baidu Online Network Technology (Beijing) Co., Ltd.
Party B: Yanhong Li
/s/: Yanhong Li
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Appendices:
| 1. | Original Equity Pledge Agreement |
| 2. | Register of Shareholders of Beijing Baidu Netcom Technology Co., Ltd. |
| 3. | Resolutions of the Shareholders’ Meeting of Beijing Baidu Netcom Technology Co., Ltd. |
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Appendix I
Original Equity Pledge Agreement
| No. | Contract Name | Parties | Date of Execution | |||
| 1 | Amended and Restated Equity Pledge Agreement |
Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; Yong Xu |
20050322 | |||
| 2 | Equity Pledge Agreement |
Baidu Online Network Technology (Beijing) Co., Ltd.; Haoyu Shen |
20110119 | |||
| 3 | Update Agreement of Amended and Restated Equity Pledge Agreement |
Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; Haoyu Shen; Zhan Wang |
20110826 | |||
| 4 | Equity Pledge Agreement |
Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li |
20111201 | |||
| 5 | Amended and Restated Equity Pledge Agreement |
Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li |
20151130 | |||
| 6 | Amended and Restated Equity Pledge Agreement | Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li |
20151231 | |||
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Register of shareholders of Beijing Baidu Netcom Technology Co., Ltd.
| Name of the Shareholder: | Yanhong Li | |
| ID number: | 110108196811171874 | |
| Residence | Room 901, Suite 1 Building 1, Section 2, Shanghecun Residential Quarter, Haidian District, Beijing | |
| Contribution Amount: | RMB2,160,423,600 | |
| Percentage of Share Capital: | 99.5% | |
| Number of the certificate of capital contribution: | 001 |
Yanhong Li holds 99.5% equity interests in Beijing Baidu Netcom Technology Co., Ltd., the entirety of which has been pledged to Baidu Online Network Technology (Beijing) Co., Ltd.
| Name of the Shareholder: | Hailong Xiang | |
| ID number: | 51220119770824001X | |
| Residence | Room 301 60 Lane 1351 Hua Ling Road, Baoshan District, Shanghai | |
| Contribution Amount: | RMB10,856,400 | |
| Percentage of Share Capital: | 0.5% | |
| Number of the certificate of capital contribution: | 002 |
Hailong Xiang holds 0.5% equity interests in Beijing Baidu Netcom Technology Co., Ltd., the entirety of which has been pledged to Baidu Online Network Technology (Beijing) Co., Ltd.
Baidu Online Network Technology (Beijing) Co., Ltd. is the pledgee of 100% of the equity interests in Beijing Baidu Netcom Technology Co., Ltd.
| Beijing Baidu Netcom Technology Co., Ltd. | ||
| Signature: | /s/ Zhixiang Liang | |
| Name: Zhixiang Liang | ||
Title: Legal representative
Date: January 18, 2017
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Resolutions of the Shareholders’ Meeting of Beijing Baidu Netcom Technology Co., Ltd.
In respect of the Amended and Restated Equity Pledge Agreement dated January 18, 2017 between the shareholders of Beijing Baidu Netcom Technology Co., Ltd. (the “Company”) and Beijing Online Network Technology (Beijing) Co., Ltd., a resolution is unanimously adopted at the shareholders’ meeting of the Company that:
It is approved that the shareholders of the Company pledge all of their equity interests in the Company to Baidu Online Network Technology (Beijing) Co., Ltd.
The resolution was signed and delivered on January 18, 2017 by the undersigned shareholders.
| Shareholders: |
| Yanhong Li |
| Signed by: /s/ Yanhong Li |
| Hailong Xiang |
| Signed by: /s/ Hailong Xiang |
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/31/17 | None on these Dates | ||
| 1/18/17 | ||||
| For Period end: | 12/31/16 | |||
| 3/22/05 | ||||
| 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 |