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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-4.61 |
Exhibit 4.61
Amended and Restated Business Operating Agreement
This Amended and Restated Business Operating Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC as of October 18, 2016:
| Party A: |
Baidu Online Network Technology (Beijing) Co., Ltd. | |
| Address: |
3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |
| Party B: |
Beijing BaiduPay Science and Technology Co., Ltd. | |
| Address: |
5/F., Baidu Building B, No. 10 Shangdi 10th Street, Haidian District, Beijing | |
| Party C: |
Zhixiang Liang | |
| ID No.: |
||
| Party D: |
Beijing Netcom Science Technology Co., Ltd. | |
| Address: |
2/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |
| Party E: | Au Yi Heng Tong (Beijing) Co., Ltd. | |
| Address: |
Section BE, 4/F., Building One, No. 10 Shangdi 10th Street, Haidian District, Beijing | |
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under the laws of the People’s Republic of China (the “PRC”), which has the technology expertise and practical experience in the development and design of computer software, and also has rich experience and a team of professionals specializing in information technology and service; |
| 2. | Party B is a limited liability company duly incorporated and validly existing under PRC law, which carries out the business of individually operating third party payment platform (provide online payment for e-commerce); |
| 3. | Party C, Party D and Party E are shareholders of Party B, in which Party C owns 5.418%, Party D owns 54.782%, and Party E owns 39.8% of the equity interest; |
| 4. | Party A has established a business relationship with Party B by entering into an Exclusive Technology Consulting and Services Agreement ( the “Services Agreement”), a Web Layout Copyright License Agreement and a Trademark License Agreement; |
| 5. | Pursuant to the above-mentioned agreements between Party A and Party B, Party B shall pay certain sums of money to Party A. However, no account payable under those agreements has been paid, and the daily operations of Party B will have a material effect on Party B’s ability to pay such account payable to Party A; and |
| 6. | Party A, Party B, Party C and Party D have entered into a Business Operating Agreement dated as of February 28, 2008, which was supplemented by a Supplement to the Business Operating Agreement dated as of April 22, 2010 by Party A, Party B, Party C and Party D (collectively, the “Original Business Operating Agreement”). Party A, Party B, Party C, Party D and Party E hereby agree to enter into this Agreement to amend and restate the original Business Operating Agreement, which shall be so amended and restated as of the date on which this Agreement becomes effective. |
NOW THEREFORE, through negotiations, all parties to this Agreement hereby agree as follows:
| 1. | Party A agrees, subject to the satisfaction of the relevant provisions herein by Party B, to be the guarantor of Party B in the contracts, agreements or transactions entered into between Party B and any third party in connection with Party B’s business and operations, to provide full guarantees for the performance of such contracts, agreements or transactions by Party B. As counter-guarantee, Party B agrees to pledge the accounts receivable in its operations and all of its assets to Party A. According to the aforesaid guarantee arrangement, Party A, when necessary, is willing to enter into written guarantee contracts with Party B’s counterparties to assume the guarantor’s liabilities. Party B, Party C, Party D and Party E shall take all necessary actions (including, but not limited to, executing the relevant documents and filing the relevant registrations) to carry out the counter-guarantee arrangement with Party A. |
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| 2. | In consideration of the requirements of Article 1 hereof and to ensure the performance of the various business agreements between Party A and Party B and the payment by Party B of the amounts payable to Party A thereunder, Party B, together with its shareholders Party C, Party D and Party E, hereby jointly agree that, without Party A’s prior written consent, Party B shall not engage in any transaction that may materially affect its assets, liabilities, rights or operations (except that Party B may, in the ordinary course of its business, enter into business contracts or agreements, sell or purchase assets and create liens in favor of relevant counter parties as required by law.), including, but not limited to, the following: |
| 2.1 | To borrow money from any third party or assume any debt; |
| 2.2 | To sell to or acquire from any third party any asset or rights, including, but not limited to, any intellectual property rights; |
| 2.3 | To provide guarantee for any third party using its assets or intellectual property rights as collaterals; or |
| 2.4 | To assign to any third party its business contracts. |
| 3. | In order to ensure the performance of the various business agreements between Party A and Party B and the payment by Party B of the amounts payable to Party A thereunder, Party B, together with its shareholders Party C, Party D and Party E, hereby jointly agree to accept advices and guidance provided by Party A from time to time relating to its corporate policies on matters such as employment and dismissal of employees, daily operations and management, and financial management. |
| 4. | Party B, together with its shareholders Party C, Party D and Party E, hereby jointly agree that Party C, Party D and Party E shall appoint candidates recommended by Party A as directors of Party B, and Party B shall appoint Party A’s senior executive officers recommended by Party A as its president, chief financial officer and other senior executive officers. If any of the above-mentioned senior executive officers of Party A leaves Party A, whether voluntarily or as a result of dismissal by Party A, he or she shall also lose his/her right to hold any position at Party B, and Party B shall appoint other senior executive officers of Party A recommended by Party A to fill such a position. The persons recommended by Party A in accordance with this Article 4 shall comply with the legal requirements regarding the qualifications of directors, presidents, chief financial officers, and other senior executive officers. |
| 5. | Party B, together with its shareholders Party C, hereby jointly agree and confirm that Party B shall first seek a guarantee from Party A if Party B needs any guarantee for its performance of any of its contracts or for any borrowing for working capital purposes in the course of its operations. In such cases, Party A shall have the right, but not the obligation, to provide the appropriate guarantee to Party B at Party A’s sole discretion. |
| 6. | In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall have the right, but not the obligation, to terminate all agreements between Party A and Party B including, but not limited to, the Services Agreement. |
| 7. | Any amendment or supplement to this Agreement shall be made in writing. The amendment or supplement duly executed by all parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. |
| 8. | 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. |
| 9. | Party B shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A. Party B hereby agrees that Party A may assign its rights and obligations under this Agreement as Party A sees fit, in which case Party A only needs to give a written notice to Party B and no further consent of Party B is required. |
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| 10. | Each party acknowledges and confirms that any oral or written materials exchanged pursuant to this Agreement are confidential. Each party shall keep confidential all such materials and not disclose any such materials to any third party without the prior written consent from the other party except in the following situations: (a) such materials are or will become known by the public (through no fault of the receiving party); (b) any materials as required to be disclosed by the applicable laws or rules of the stock exchange; or (c) any materials disclosed by each party to its legal or financial advisors relating to the transactions contemplated by this Agreement, and such legal or financial advisors shall comply with the confidentiality provisions set forth in this Article 10. Any disclosure of confidential information by the personnel of any party or by the entity engaged by such party shall be deemed as a disclosure by such party, and such party shall be liable for the breach under this Agreement. This Article 10 shall survive the invalidity, cancellation, termination or unenforceability of this Agreement for any reason. |
| 11. | This Agreement shall be governed by and interpreted in accordance with the laws of the PRC. |
| 12. | Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall be resolved by the parties in good faith through negotiations. In case no resolution can be reached by the parties through negotiations, either party may refer such dispute to the China International Economic and Trade Arbitration Commission (the “CIETAC”) for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be in Beijing, and the language of the proceedings shall be Chinese. The arbitral award shall be final and binding upon both of the Parties. |
| 13. | This Agreement shall be executed by a duly authorized representative of each party and become effective as of the date first written above. |
| 14. | Notwithstanding Article 13 hereof, once effective, this Agreement shall constitute the entire agreement of the parties hereto with respect to the subject matters hereof and supersede all prior oral and/or written agreements and understandings by the parties with respect to the subject matters hereof. |
| 15. | The term of this Agreement is ten (10) years unless terminated earlier in accordance with the provisions of this Agreement or related agreements entered into by the parties. This Agreement may be extended only with the written consent of Party A before its expiration. The term of the extension shall be decided by the parties through negotiation. If the duration of operation (including any extension thereof) of Party A or Party B is expired or terminated for other reasons within the aforesaid term of this Agreement, this Agreement shall be terminated simultaneously, unless such party has already assigned its rights and obligations hereunder in accordance with Article 9 hereof. |
| 16. | This Agreement will terminate on the expiration date unless it is renewed in accordance with the relevant provision herein. During the term of this Agreement, Party B shall not terminate this Agreement. Notwithstanding the above stipulation, Party A shall have the right to terminate this Agreement at any time by issuing a thirty (30) days’ prior written notice to Party B. |
| 17. | This Agreement shall be executed in five originals, with each party holding one original. All originals shall have the same legal effect. |
[No text below on this page]
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IN WITNESS THEREOF, each party hereto has caused this Agreement to be duly executed by himself/herself or a duly authorized representative on its behalf as of the date first written above.
| Party A: | Baidu Online Network Technology (Beijing) Co., Ltd. | |||
| /s/: Hailong Xiang |
||||
| Seal of Baidu Online Network Technology (Beijing) Co., Ltd. | ||||
| Party B: | Beijing BaiduPay Science and Technology Co., Ltd. | |||
| /s/: Zhixiang Liang |
||||
| Seal of Beijing BaiduPay Science and Technology Co., Ltd. | ||||
| Party C: | Zhixiang Liang | |||
| /s/: Zhixiang Liang |
||||
| Party D: | Beijing Netcom Science Technology Co., Ltd. | |||
| /s/: Zhixiang Liang |
||||
| Seal of Beijing Netcom Science Technology Co., Ltd. | ||||
| Party E: | Au Yi Heng Tong Co., Ltd. | |||
| /s/: Haibo Fu |
||||
| Seal of Au Yi Heng Tong (Beijing) Co., Ltd. | ||||
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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 | |||
| 10/18/16 | ||||
| 4/22/10 | ||||
| 2/28/08 | ||||
| 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 |