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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/15 Baidu, Inc. 20-F 12/31/14 128:15M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.66M
2: EX-4.25 Instrument Defining the Rights of Security Holders HTML 142K
3: EX-4.26 Instrument Defining the Rights of Security Holders HTML 141K
4: EX-4.28 Instrument Defining the Rights of Security Holders HTML 115K
5: EX-4.33 Instrument Defining the Rights of Security Holders HTML 87K
6: EX-4.34 Instrument Defining the Rights of Security Holders HTML 86K
7: EX-4.36 Instrument Defining the Rights of Security Holders HTML 77K
8: EX-4.72 Instrument Defining the Rights of Security Holders HTML 180K
9: EX-4.73 Instrument Defining the Rights of Security Holders HTML 180K
10: EX-8.1 Opinion of Counsel re: Tax Matters HTML 33K
13: EX-13.1 Annual or Quarterly Report to Security Holders HTML 34K
14: EX-13.2 Annual or Quarterly Report to Security Holders HTML 34K
11: EX-12.1 Statement re: Computation of Ratios HTML 37K
12: EX-12.2 Statement re: Computation of Ratios HTML 37K
15: EX-15.1 Letter re: Unaudited Interim Financial Information HTML 33K
16: EX-15.2 Letter re: Unaudited Interim Financial Information HTML 34K
17: EX-15.3 Letter re: Unaudited Interim Financial Information HTML 34K
89: R1 Document and Entity Information HTML 64K
70: R2 Consolidated Balance Sheets HTML 233K
85: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
93: R4 Consolidated Statements Of Comprehensive Income HTML 180K
116: R5 Consolidated Statements Of Comprehensive Income HTML 36K
(Parenthetical)
73: R6 Consolidated Statements Of Cash Flows HTML 273K
84: R7 Consolidated Statements Of Shareholders' Equity HTML 139K
64: R8 Organization, Consolidation and Presentation of HTML 108K
Financial Statements
53: R9 Summary of Significant Accounting Policies HTML 139K
118: R10 Business Combinations HTML 71K
95: R11 Investments HTML 66K
94: R12 Accounts Receivable HTML 49K
101: R13 Other Current Assets HTML 42K
102: R14 Fixed Assets HTML 49K
99: R15 Goodwill and Intangible Assets HTML 75K
103: R16 Accounts Payable and Accrued Liabilities HTML 47K
86: R17 Loans Payable HTML 43K
90: R18 Notes Payable HTML 46K
97: R19 Income Taxes HTML 99K
127: R20 Employee Defined Contribution Plan HTML 37K
111: R21 Commitments and Contingencies HTML 59K
79: R22 Redeemable Noncontrolling Interests HTML 50K
96: R23 Shareholders' Equity HTML 77K
82: R24 Earnings Per Share ("Eps") HTML 86K
43: R25 Share-Based Awards Plan HTML 96K
112: R26 Related Party Transactions HTML 40K
122: R27 Segment Reporting HTML 51K
58: R28 Fair Value Measurement HTML 100K
57: R29 Summary of Significant Accounting Policies HTML 228K
(Policies)
62: R30 Organization, Consolidation and Presentation of HTML 68K
Financial Statements (Tables)
63: R31 Summary of Significant Accounting Policies HTML 43K
(Tables)
65: R32 Business Combinations (Tables) HTML 56K
32: R33 Investments (Tables) HTML 64K
109: R34 Accounts Receivable (Tables) HTML 49K
77: R35 Other Current Assets (Tables) HTML 42K
80: R36 Fixed Assets (Tables) HTML 46K
48: R37 Goodwill and Intangible Assets (Tables) HTML 78K
126: R38 Accounts Payable and Accrued Liabilities (Tables) HTML 47K
24: R39 Notes Payable (Tables) HTML 40K
67: R40 Income Taxes (Tables) HTML 91K
115: R41 Commitments and Contingencies (Tables) HTML 47K
45: R42 Redeemable Noncontrolling Interests (Tables) HTML 49K
56: R43 Shareholders' Equity (Tables) HTML 68K
61: R44 Earnings Per Share ("Eps") (Tables) HTML 87K
71: R45 Share-Based Awards Plan (Tables) HTML 81K
31: R46 Segment Reporting (Tables) HTML 45K
52: R47 Fair Value Measurement (Tables) HTML 97K
26: R48 Organization, Consolidation and Presentation of HTML 48K
Financial Statements - Additional Information
(Detail)
114: R49 Assets, Liabilities and Results of Operations of HTML 165K
VIEs and Their Subsidiaries Included in Company's
Consolidated Balance Sheets and Statements of
Comprehensive Income (Detail)
44: R50 Summary of Significant Accounting Policies - HTML 92K
Additional Information (Detail)
110: R51 Estimated Useful Lives of Fixed Assets (Detail) HTML 52K
49: R52 Weighted Average Useful Lives from Date of HTML 51K
Purchase of Intangible Assets (Detail)
68: R53 Summary of Estimated Fair Values of Assets HTML 74K
Acquired, Liabilities Assumed and Noncontrolling
Interest (Detail)
25: R54 Business Combinations - Additional Information HTML 45K
(Detail)
29: R55 Investments - Short-term Investments - Additional HTML 40K
information (Detail)
60: R56 Investments - Long-term Investments - Additional HTML 51K
information (Detail)
36: R57 Investments (Detail) HTML 89K
119: R58 Accounts Receivable (Detail) HTML 46K
75: R59 Movement in Allowance for Doubtful Accounts HTML 43K
(Detail)
100: R60 Other Current Assets (Detail) HTML 53K
51: R61 Fixed Assets (Detail) HTML 59K
54: R62 Fixed Assets - Additional Information (Detail) HTML 65K
107: R63 Changes in Carrying Amount of Goodwill (Detail) HTML 45K
104: R64 Finite-Lived Intangible Assets (Detail) HTML 68K
78: R65 Goodwill and Intangible Assets - Additional HTML 42K
Information (Detail)
106: R66 Estimated Amortization Expense Relating to HTML 49K
Existing Intangible Assets with Finite Lives
(Detail)
50: R67 Indefinite-Lived Intangible Assets (Detail) HTML 39K
83: R68 Accounts Payable and Accrued Liabilities (Detail) HTML 74K
121: R69 Loans Payable - Additional Information (Detail) HTML 91K
28: R70 Notes Payable - Additional Information (Detail) HTML 67K
42: R71 Repayment of Principal Amount of Long Term Debts HTML 56K
(Detail)
69: R72 Income Taxes - Additional Information (Detail) HTML 84K
34: R73 Income Before Income Taxes (Detail) HTML 46K
124: R74 Components of Income Tax (Detail) HTML 54K
46: R75 Reconciliation of Effective Income Tax Provision HTML 87K
of Tax Computed By Applying Statutory Income Tax
Rate to Pre-Tax Income (Detail)
37: R76 Tax Effects of Temporary Differences that Give HTML 83K
Rise to Deferred Tax Balances (Detail)
41: R77 Employee Defined Combination Plan - Additional HTML 38K
Information (Detail)
30: R78 Commitment and Contingencies - Additional HTML 49K
Information (Detail)
33: R79 Future Minimum Payments Under Non-Cancelable HTML 58K
Operating Leases with Initial Terms of One-Year or
More (Detail)
91: R80 Future Minimum Payments Under Non-Cancelable HTML 42K
Licensing Agreements (Detail)
39: R81 Summary of Redeemable Noncontrolling Interest HTML 70K
(Detail)
120: R82 Summary of Redeemable Noncontrolling Interest HTML 38K
(Parenthetical) (Detail)
66: R83 Shareholder's Equity - Additional Information HTML 74K
(Detail)
98: R84 Shareholders' Equity (Detail) HTML 46K
105: R85 Components of Accumulated Other Comprehensive HTML 69K
Income (Loss) (Detail)
38: R86 Tax Effect Allocated to Each Component of Other HTML 53K
Comprehensive Income (Detail)
40: R87 Reconciliation of Net Income to Numerator for HTML 47K
Computation of Basic and Diluted Net Income per
Share (Detail)
117: R88 Computation of Basic and Diluted Net Income HTML 150K
Attributable to Baidu, Inc. Per Share for Class A
and Class B Ordinary Shares (Detail)
35: R89 Share Based Award Plan - Additional Information of HTML 93K
Baidu, Inc. (Detail)
92: R90 Option Activity - Baidu, Inc. (Detail) HTML 97K
88: R91 Assumptions Used to Estimate Fair Values of Share HTML 61K
Options Granted - Baidu, Inc. (Detail)
108: R92 Restricted Shares Activity (Detail) HTML 63K
87: R93 Share Based Award Plan - Additional Information of HTML 104K
Subsidiaries- Qunar Cayman Islands Limited
(Detail)
74: R94 Option Activity (Detail) HTML 98K
113: R95 Assumptions Used to Estimate Fair Values of Share HTML 57K
Options Granted (Detail)
72: R96 Total Share-Based Compensation Cost Recognized HTML 50K
(Detail)
47: R97 Segment Reporting - Additional Information HTML 36K
(Detail)
81: R98 Revenues by Geographic Area (Detail) HTML 40K
76: R99 Long-lived Assets by Geographic Area (Detail) HTML 39K
59: R100 Fair Value Disclosure and Measurement (Detail) HTML 172K
128: R101 Reconciliation of Available-For-Sale Debt HTML 54K
Investments at Fair Value on a Recurring Basis
Using Significant Unobservable Inputs (Detail)
123: XML IDEA XML File -- Filing Summary XML 190K
27: EXCEL IDEA Workbook of Financial Reports XLSX 364K
55: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.77M
18: EX-101.INS XBRL Instance -- bidu-20141231 XML 2.95M
20: EX-101.CAL XBRL Calculations -- bidu-20141231_cal XML 376K
21: EX-101.DEF XBRL Definitions -- bidu-20141231_def XML 1.06M
22: EX-101.LAB XBRL Labels -- bidu-20141231_lab XML 2.07M
23: EX-101.PRE XBRL Presentations -- bidu-20141231_pre XML 1.52M
19: EX-101.SCH XBRL Schema -- bidu-20141231 XSD 278K
125: ZIP XBRL Zipped Folder -- 0001193125-15-108009-xbrl Zip 317K
| EX-4.34 |
Exhibit 4.34
AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE OPTION AGREEMENT
This Amended and Restated Exclusive Equity Purchase Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC on September 16, 2014:
| Party A: Baidu Online Network Technology (Beijing) Co., Ltd. | ||||
| Legal Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | ||||
| Party B: Liang Zhixiang | ||||
| ID Number: | ||||
| Legal Address: |
5/F., Baidu Building B, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
In this Agreement, Party A, Party B and Party C are called collectively as the “Parties” and each of them is a “Party.”
WHEREAS:
| 1. | Party A, is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (the “PRC”), which has technology expertise and practical experience in computer software development and design, and also has rich experience and expertise in information technology and service; |
| 2. | Party C, a liability limited company incorporated in the PRC, is licensed by is licensed by Beijing Communications Administration to carry out the business of value-added telecommunication services such as Internet information services; |
| 3. | Party B is the shareholder of Party C. Party B has ownership of 9 % of the equity interest in Party C (the “Equity Interest”); |
| 4. | Party A and Party B entered into an amended and restated loan agreement (the “Loan Agreement”) on September 16, 2014; |
| 5. | Party A and Party C entered into an exclusive technology consulting and services agreement (the “Services Agreement”) on February 28, 2008 and a series of agreements; and |
| 6. | Party A and Party B entered into an amended and restated equity pledge agreement (the “Equity Pledge Agreement”) on September 16, 2014. |
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NOW, THEREFORE, the Parties upon negotiation hereby agree as follows:
| 1. | Purchase and Sale of Equity Interest |
| 1.1 | Granting of Rights |
Party B (hereafter, the “Transferor”) hereby irrevocably grants to Party A an option to purchase or cause any one or more designated persons (“Designated Persons”) to purchase, to the extent permitted under PRC law, according to the steps determined by Party A, at the price specified in Article 1.3 of this Agreement, and at any time from the Transferor, a portion of, or all of, the equity interests held by the Transferor in Party C (the “Option”).
No Option shall be granted to any third party other than Party A and/or the Designated Persons. Party C hereby agrees to the granting of the Option by Party B to Party A and/or the Designated Persons. The “person” set forth in this article and this Agreement means an individual person, corporation, joint venture, partnership, enterprise, trust or a non-corporation organization.
| 1.2 | Exercise Steps |
Subject to PRC law and regulations, Party A and/or the Designated Persons may exercise the Option by issuing a written notice (the “Notice”) to the Transferor, specifying the equity interest to be purchased from the Transferor (the “Purchased Equity Interest”) and the manner of such purchase.
| 1.3 | Purchase Price |
| 1.3.1 | If Party A exercises the Option, the purchase price of the Purchased Equity Interest (“Purchase Price”) shall be equal to the actual paid-in capital paid by the Transferor for the Purchased Equity Interest, unless then applicable PRC laws and regulations require appraisal of the Purchased Equity Interest or stipulate other restrictions on the Purchase price. |
| 1.3.2 | If the applicable PRC laws require appraisal of the Purchased Equity Interest or stipulate other restrictions on the Purchase Price at the time that Party A exercises the Option, the Parties agree that the Purchase Price shall be set at the lowest price permissible under applicable law. |
| 1.4 | Transfer of the Purchased Equity Interest |
At each exercise of the Option:
| 1.4.1 | The Transferor shall, in accordance the terms and conditions of this Agreement and the Notice in connection with the Purchased Equity Interest, enter into an equity transfer agreement with Party A and/or the Designated Persons (as applicable) for each transfer in form satisfactory to Party A; |
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| 1.4.2 | The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite government approvals and consents, and take all necessary actions to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons free of any security interest, and cause Party A and/or the Designated Persons to be the registered owner(s) of the Purchased Equity Interest. In this article and this Agreement, “Security Interest” means guaranty, mortgage, pledge, third-party right or interest, any share option, right of acquisition, right of first refusal, right of set-off, ownership, detainment or other security arrangements. However, it does not include any security interest arising under the Equity Pledge Agreement. |
| 1.5 | Payment |
The manner of payment of the Purchase Price shall be determined through negotiations between Party A and/or the Designated Persons and the Transferor according to the applicable laws at the time of the exercise of the Option. The Parties hereby agree that, subject to applicable laws, Transferor shall repay to Party A any amount that is paid by Party A and/or the Designated Persons to the Transferor in connection with the Purchased Equity Interest (excluding the tax fees and other fees incurred by the proposed transaction according to transfer agreements paid by the Transferor).
| 2. | Covenants Relating to the Equity Interest |
| 2.1 | Covenants Relating to Party C |
Party B and Party C hereby covenant, in relation to Party C:
| 2.1.1 | Not to supplement, amend or modify Party C’s articles of association in any way, or to increase or decrease its registered capital, or to change its registered capital structure in any way without Party A’s prior written consent; |
| 2.1.2 | To maintain the corporate existence of Party C and operate its business and deal with matters prudently and effectively according to good financial and business rules and practices; |
| 2.1.3 | Not to sell, transfer, mortgage or otherwise dispose of, or permit any other security interest to be created on, any of Party C’s assets, business or legal or beneficial interests in its revenue at any time after the signing of this Agreement without Party A’s prior written consent; |
| 2.1.4 | Not to create, succeed to, guarantee or permit any liability, without Party A’s prior written consent, except (i) liabilities arising from the normal course of business, but not arising from loans; and (ii) liabilities disclosed to Party A and approved by Party A in writing; |
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| 2.1.5 | To operate persistently all the business in the normal course of business to maintain the value of Party C’s assets, and not to commit any act or omission that would affect its operations and asset value; |
| 2.1.6 | Without prior written consent by Party A, not to enter into any material agreement, other than agreements entered into in Party C’s normal course of business (for purpose of this paragraph, an agreement will be deemed material if its value exceeds RMB500,000); |
| 2.1.7 | Not to provide loans or credit to any person without Party A’s prior written consent; |
| 2.1.8 | To provide all information relating to Party C’s operations and financial conditions upon the request of Party A; |
| 2.1.9 | To purchase and maintain insurance from insurance companies accepted by Party A. The amount and category of the insurance shall the same as those of the insurance normally procured by companies engaged in similar businesses and possessing similar properties or assets in the area where Party C is located; |
| 2.1.10 | Not to merge or consolidate with, or acquire or invest in, any person without Party A’s prior written consent; |
| 2.1.11 | To promptly notify Party A of any pending or threatened suit, arbitration or administrative proceedings concerning Party C’s assets, business or revenue; |
| 2.1.12 | To execute all necessary or appropriate documents, to take all necessary or appropriate actions and to bring all necessary or appropriate claims or to make all necessary and appropriate defenses against all claims in order for Party C to maintain the ownership over all its assets; |
| 2.1.13 | Not to distribute dividends to Party C’s shareholders in any way without Party A’s prior written consent. However, Party C shall promptly distribute all or part of its distributable profits to its shareholders upon Party A’s request; |
| 2.1.14 | At the request of Party A, to appoint persons nominated by Party A to be the directors of Party C; |
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| 2.2 | Covenants Relating to the Transferor |
Party B hereby covenants:
| 2.2.1 | Not to sell, transfer, mortgage or otherwise dispose of, or allow any other security interest to be created on, the legal or beneficial interest in the Equity Interest at any time after the signing of this Agreement without Party A’s prior written consent, other than the pledge created on Party B’s Equity Interest in accordance with the Equity Pledge Agreement; |
| 2.2.2 | Without Party A’s prior written consent, not to vote for or sign any shareholders’ resolution at Party C’s shareholders’ meetings to approve the sale, transfer, mortgage or disposition in any other manner of, or the creation of any other security interest on, any legal or beneficial interest in the Equity Interest, except to or for the benefit of Party A or its designated persons; |
| 2.2.3 | Without Party A’s prior written consent, not to vote for or sign any shareholders’ resolution at Party C’s shareholders’ meetings to approve Party C’s merger or consolidation with, acquisition of or investment in, any person; |
| 2.2.4 | To promptly notify Party A of any pending or threatened suit, arbitration or administrative proceedings concerning the Equity Interest owned by it; |
| 2.2.5 | To execute all necessary or appropriate documents, to take all necessary or appropriate actions and to bring all necessary or appropriate claims or to make all necessary and appropriate defenses against all claims in order to maintain his ownership over the Equity Interest; |
| 2.2.6 | At the request of Party A, to appoint persons nominated by Party A to be the directors of Party C; |
| 2.2.7 | At any time, upon the request of Party A, to transfer its Equity Interest immediately and unconditionally to the representative designated by Party A, and waive its preemptive right with respect to the transfer of equity interest by the other shareholder of Party C; |
| 2.2.8 | To fully comply with the provisions of this Agreement and the other agreements entered into jointly or respectively by and among the Transferor, Party C and Party A, perform all obligations under these agreements and not commit any act or omission that would affect the validity and enforceability of these agreements; and |
| 2.2.9 | To transfer all dividends and any other form of profit allocated by Party C to Party A. |
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| 2.3 | Covenants Relating to Party A |
Party A hereby convenant:
| 2.3.1 | If Party C needs any loan or other capital support in its business, under acceptable and reasonable scope, Party A shall provide capital support; |
| 2.3.2 | If Party C cannot repay the loan from Party A as loss incurred and has sufficient evidence to prove, Party A agrees that it shall give up the rights of requiring Party C to repay the loan. |
| 3. | Representations and Warranties |
As of the execution date of this Agreement and every transfer date, each of the Transferor and Party C hereby represents and warrants to Party A as follows:
| 3.1 | It has the power and authority to execute and deliver this Agreement, and any equity transfer agreement (“Transfer Agreement”) to which it is party for each transfer of the Purchased Equity under this Agreement and to perform its obligations under this Agreement and any Transfer Agreement. Once executed, this Agreement and any Transfer Agreement to which it is party will constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms; |
| 3.2 | The execution, delivery and performance of this Agreement or any Transfer Agreement by it will not: (i) violate any relevant PRC laws and regulations; (ii) conflict with its articles of association or other organizational documents; (iii) violate or constitute a default under any contract or instrument to which it is party or that binds upon it; (iv) violate any condition for the grant and/or continued effectiveness of any permit or approval granted to it; or (v) cause any permit or approval granted to it to be suspended, cancelled or attached with additional conditions; |
| 3.3 | Party C has good and marketable ownership interest in all of its assets and has not created any security interest on the said assets; |
| 3.4 | Party C has no outstanding liabilities, except (i) liabilities arising in its normal course of business; and (ii) liabilities disclosed to Party A and approved by Party A in writing; |
| 3.5 | There are currently no existing, pending or threatened litigation, arbitration or administrative proceedings related to the Equity Interest, Party C’s assets or Party C; and |
| 3.6 | The Transferor has good and marketable ownership interest in the Equity Interest and has not created any security interest on such Equity Interest, other than the security interest pursuant to the Equity Pledge Agreement. |
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| 4. | Assignment of Agreement |
| 4.1 | Party B and Party C shall not assign their rights and obligations under this Agreement to any third party without the prior written consent of Party A. |
| 4.2 | Party B and Party C hereby agree that Party A may assign all its rights and obligation under this Agreement to a third party without the consent of Party B and Party C, but such assignment shall be notified in writing to Party B and Party C. |
| 5. | Effective Date and Term |
| 5.1 | This Agreement shall be effective as of the date first set forth above. |
| 5.2 | This Agreement is effective from the signing date, and will terminate after the newly created part of Equity Interest owned by Party B has been fully and legally transferred to Party A and/or the Designated Persons according to this Agreement. |
| 5.3 | If the duration of operation (including any extension thereof) of Party A or Party C is expired or terminated for other reasons within the term set forth in Article 5.2, this Agreement shall be terminated simultaneously, except in the situation where Party A has assigned its rights and obligations in accordance with Article 4.2 hereof. |
| 6. | Applicable Law and Dispute Resolution |
| 6.1 | Applicable Law |
The formation, validity, interpretation and performance of and settlement of disputes under this Agreement shall be governed by the laws of the PRC.
| 6.2 | Dispute Resolution |
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 within thirty (30) days after either party makes a request for dispute resolution through negotiations, either party may refer such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be Beijing and language of proceedings shall be Chinese. The arbitral award shall be final and binding upon the Parties.
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| 7. | Taxes and Expenses |
Every Party shall, in accordance with PRC laws, bear any and all transfer and registration taxes, expenses and charges incurred by or levied on it with respect to the preparation and execution of this Agreement and each Transfer Agreement and the consummation of the transactions contemplated under this Agreement and each Transfer Agreement.
| 8. | Notices |
Any notice or other communication forms which is given by the parties hereto shall be in Chinese and delivered personally to the addresses listed as below or the addresses designated by the Parties. The notice time which is deemed as the time when the notice actually reaches the addressee follows: (a) the notice time of the notice delivered personally shall be the day when the person conducts the delivery; (b) the notice time of the notice delivered as mail shall be the tenth (10) day following the mailing date of the registered mail by air (marked by seal) or shall be the fourth (4) day following the day handing to internally recognized delivery services organizations; and (c) the notice time of the notice delivered by facsimile shall be the acceptance time on the delivery confirmation.
| Party A: Baidu Online Network Technology (Beijing) Co., Ltd. | ||||
| Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | ||||
| Facsimile: (010)5992-8888 | ||||
| Telephone: (010)5992-8888 | ||||
| Party B: Liang Zhixiang | ||||
| Address: | ||||
| Facsimile: | ||||
| Telephone: | ||||
| Address: |
5/F., Baidu Building B, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
| Facsimile: | ||||
| Telephone: | ||||
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| 9. | Confidentiality |
The Parties acknowledge and confirm any oral or written materials exchanged by the Parties in connection with this Agreement are confidential. The Parties shall maintain the confidentiality of all such materials. Without the written approval by the other Parties, any Party shall not disclose to any third party any relevant materials, but the following circumstances shall be excluded:
| 9.1 | Materials that are or will become known by the public (through no fault of the receiving party); |
| 9.2 | Materials required to be disclosed by the applicable laws or rules of the stock exchange; |
| 9.3 | Materials disclosed by each Party to its legal or financial advisors relating the transactions contemplated by this Agreement, and such legal or financial advisors shall comply with the confidentiality provisions similar to this article. |
The disclosure of information by the staff or consultants of any party shall be deemed as disclosure by the party itself. This Section 9 shall survive any invalidity, termination, expiration or unenforceability of this Agreement.
| 10. | Further Assurances |
The Parties agree to promptly execute documents and take further actions that are reasonably required for, or beneficial to, the purpose of performing the provisions and carrying out the intent of this Agreement.
| 11. | Miscellaneous |
| 11.1 | Amendment, Modification or Supplement |
Any amendment or supplement to this Agreement shall be made by the Parties in writing. The amendments or supplements duly executed by each Party shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.
| 11.2 | Entire Agreement |
Notwithstanding Article 5 of this Agreement, the Parties acknowledge that once this Agreement becomes effective, it shall constitute the entire agreement of the Parties with respect to the subject matters hereof and shall supersede all prior oral and/or written agreements and understandings by the Parties with respect to the subject matters hereof.
| 11.3 | Severability |
If any provision of this Agreement is judged to be invalid, illegal or unenforceable in any respect according to any applicable law or regulation, the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall, through good-faith negotiations, replace those invalid, illegal or unenforceable provisions with valid provisions that may bring about economic effects as similar as possible to those from such invalid, illegal or unenforceable provisions.
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| 11.4 | Headings |
The headings contained in this Agreement are for the convenience of reference only and shall not be used for the interpretation or explanation or otherwise affect the meaning of the provisions of this Agreement.
| 11.5 | Language and Copies |
This Agreement is executed in Chinese in three copies; each Party holds one copy and each copy has the same legal effect.
| 11.6 | Successor |
This Agreement shall bind upon and inure to the benefit of the successors and permitted assigns of each Party.
| 11.7 | Survival |
Any obligation arising from or becoming due under this Agreement before its expiration or premature termination shall survive such expiration or premature termination. Articles 6, 8 and 9 and this Article 11.7 shall survive the termination of this Agreement.
| 11.8 | Waiver |
Any Party may waive the terms and conditions of this Agreement by a written instrument signed by the Parties. Any waiver by a Party to a breach by the other Parties in a specific situation shall not be construed as a waiver to any similar breach by the other Parties in other situations.
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by himself/herself, its legal representative or its duly authorized representative as of the date first written above.
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[Signature Page]
| Party A: Baidu Online Network Technology (Beijing) Co., Ltd. |
||||||
| Legal Representative/Authorized Representative: /s/ Zhan Wang |
||||||
| Seal: /s/ Baidu Online Network Technology (Beijing) Co., Ltd. | ||||||
| Party B: Zhixiang Liang |
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| Signature: /s/ Zhixiang Liang |
||||||
| Legal Representative/Authorized Representative: /s/ Zhixiang Liang |
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/15 | None on these Dates | ||
| For Period end: | 12/31/14 | |||
| 9/16/14 | ||||
| 2/28/08 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/22/15 SEC UPLOAD¶ 10/21/17 1:129K Baidu, Inc. 8/06/15 SEC UPLOAD¶ 10/21/17 1:142K Baidu, Inc. 6/29/15 SEC UPLOAD¶ 10/21/17 1:139K Baidu, Inc. 5/14/15 SEC UPLOAD¶ 10/21/17 1:161K Baidu, Inc. |