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Baidu, Inc. – ‘20-F’ for 12/31/11 – ‘EX-4.64’

On:  Thursday, 3/29/12, at 4:12pm ET   ·   For:  12/31/11   ·   Accession #:  1193125-12-139789   ·   File #:  0-51469

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/29/12  Baidu, Inc.                       20-F       12/31/11  152:14M                                    Donnelley … Solutions/FA

Annual Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   1.81M 
 3: EX-4.16     Instrument Defining the Rights of Security Holders  HTML     49K 
 4: EX-4.25     Instrument Defining the Rights of Security Holders  HTML     41K 
 5: EX-4.29     Instrument Defining the Rights of Security Holders  HTML    138K 
 6: EX-4.30     Instrument Defining the Rights of Security Holders  HTML    140K 
 7: EX-4.32     Instrument Defining the Rights of Security Holders  HTML    116K 
 8: EX-4.55     Instrument Defining the Rights of Security Holders  HTML     54K 
 9: EX-4.56     Instrument Defining the Rights of Security Holders  HTML     42K 
10: EX-4.57     Instrument Defining the Rights of Security Holders  HTML     45K 
11: EX-4.58     Instrument Defining the Rights of Security Holders  HTML     40K 
12: EX-4.59     Instrument Defining the Rights of Security Holders  HTML     45K 
 2: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     41K 
13: EX-4.60     Instrument Defining the Rights of Security Holders  HTML     53K 
14: EX-4.61     Instrument Defining the Rights of Security Holders  HTML     46K 
15: EX-4.62     Instrument Defining the Rights of Security Holders  HTML     48K 
16: EX-4.63     Instrument Defining the Rights of Security Holders  HTML     76K 
17: EX-4.64     Instrument Defining the Rights of Security Holders  HTML     77K 
18: EX-4.65     Instrument Defining the Rights of Security Holders  HTML     46K 
19: EX-4.66     Instrument Defining the Rights of Security Holders  HTML     49K 
20: EX-4.67     Instrument Defining the Rights of Security Holders  HTML     43K 
21: EX-4.68     Instrument Defining the Rights of Security Holders  HTML     43K 
22: EX-4.69     Instrument Defining the Rights of Security Holders  HTML     42K 
23: EX-4.70     Instrument Defining the Rights of Security Holders  HTML     43K 
24: EX-4.71     Instrument Defining the Rights of Security Holders  HTML     42K 
25: EX-4.72     Instrument Defining the Rights of Security Holders  HTML     47K 
26: EX-4.73     Instrument Defining the Rights of Security Holders  HTML     51K 
27: EX-4.74     Instrument Defining the Rights of Security Holders  HTML     84K 
28: EX-4.75     Instrument Defining the Rights of Security Holders  HTML     55K 
29: EX-4.76     Instrument Defining the Rights of Security Holders  HTML     49K 
30: EX-4.77     Instrument Defining the Rights of Security Holders  HTML     49K 
31: EX-4.78     Instrument Defining the Rights of Security Holders  HTML     49K 
32: EX-4.79     Instrument Defining the Rights of Security Holders  HTML     52K 
33: EX-4.80     Instrument Defining the Rights of Security Holders  HTML     42K 
34: EX-4.81     Instrument Defining the Rights of Security Holders  HTML    273K 
35: EX-4.82     Instrument Defining the Rights of Security Holders  HTML    487K 
36: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     40K 
39: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     39K 
40: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     39K 
37: EX-12.1     Statement re: Computation of Ratios                 HTML     43K 
38: EX-12.2     Statement re: Computation of Ratios                 HTML     43K 
41: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML     38K 
42: EX-15.2     Letter re: Unaudited Interim Financial Information  HTML     38K 
43: EX-15.3     Letter re: Unaudited Interim Financial Information  HTML     38K 
114: R1          Document and Entity Information                     HTML     65K  
95: R2          Consolidated Balance Sheets                         HTML    234K 
110: R3          Consolidated Balance Sheets (Parenthetical)         HTML     53K  
118: R4          Consolidated Statements of Comprehensive Income     HTML    179K  
142: R5          Consolidated Statements of Comprehensive Income     HTML     40K  
                (Parenthetical)                                                  
98: R6          Consolidated Statements of Cash Flows               HTML    226K 
109: R7          Consolidated Statements of Shareholders' Equity     HTML     96K  
89: R8          Organization, Consolidation and Presentation of     HTML    107K 
                Financial Statements                                             
78: R9          Summary of Significant Accounting Policies          HTML    131K 
144: R10         Business Combination                                HTML     78K  
120: R11         Investments                                         HTML     68K  
119: R12         Accounts Receivable                                 HTML     59K  
126: R13         Other Assets, Current                               HTML     54K  
127: R14         Fixed Assets                                        HTML     60K  
124: R15         Goodwill and Intangible Assets                      HTML    104K  
128: R16         Accounts Payable and Accrued Liabilities            HTML     58K  
111: R17         Loans Payable                                       HTML     54K  
115: R18         Income Taxes                                        HTML    121K  
122: R19         Employee Defined Contribution Plan                  HTML     41K  
152: R20         Commitments and Contingencies                       HTML     56K  
136: R21         Redeemable Noncontrolling Interests                 HTML     51K  
104: R22         Shareholders' Equity                                HTML     66K  
121: R23         Earnings Per Share ("Eps")                          HTML    110K  
107: R24         Share-Based Awards Plan                             HTML     97K  
68: R25         Related Party Transactions                          HTML     45K 
137: R26         Segment Reporting                                   HTML     65K  
148: R27         Fair Value Measurement                              HTML     91K  
83: R28         Subsequent Events                                   HTML     40K 
82: R29         Summary of Significant Accounting Policies          HTML    250K 
                (Policies)                                                       
87: R30         Organization, Consolidation and Presentation of     HTML     63K 
                Financial Statements (Tables)                                    
88: R31         Summary of Significant Accounting Policies          HTML     50K 
                (Tables)                                                         
90: R32         Business Combination (Tables)                       HTML     60K 
57: R33         Investments (Tables)                                HTML     64K 
134: R34         Accounts Receivable (Tables)                        HTML     58K  
102: R35         Other Assets, Current (Tables)                      HTML     53K  
105: R36         Fixed Assets (Tables)                               HTML     56K  
73: R37         Goodwill and Intangible Assets (Tables)             HTML    106K 
151: R38         Accounts Payable and Accrued Liabilities (Tables)   HTML     57K  
50: R39         Loans Payable (Tables)                              HTML     48K 
92: R40         Income Taxes (Tables)                               HTML    112K 
140: R41         Commitments and Contingencies (Tables)              HTML     51K  
70: R42         Redeemable Noncontrolling Interests (Tables)        HTML     52K 
81: R43         Shareholders' Equity (Tables)                       HTML     47K 
86: R44         Earnings Per Share ("Eps") (Tables)                 HTML    107K 
96: R45         Share-Based Awards Plan (Tables)                    HTML     90K 
56: R46         Segment Reporting (Tables)                          HTML     59K 
77: R47         Fair Value Measurement (Tables)                     HTML     85K 
52: R48         ORGANIZATION, CONSOLIDATION AND PRESENTATION OF     HTML     54K 
                FINANCIAL STATEMENTS - Additional Information                    
                (Detail)                                                         
139: R49         Assets, Liabilities and Results of Operations of    HTML     69K  
                VIEs and Their Subsidiaries Included in Company's                
                Consolidated Balance Sheets and Statements of                    
                Comprehensive Income (Detail)                                    
69: R50         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML    107K 
                Additional Information (Detail)                                  
135: R51         Estimated Useful lives Of Fixed Assets (Detail)     HTML     51K  
74: R52         Weighted Average Useful lives From Date of          HTML     46K 
                Purchase of Intangible Assets (Detail)                           
93: R53         BUSINESS COMBINATION - Additional Information       HTML     94K 
                (Detail)                                                         
51: R54         Summary of Estimated Fair Values of Assets          HTML     74K 
                Acquired, Liabilities Assumed and Noncontrolling                 
                Interest - Qunar (Detail)                                        
54: R55         Pro Forma Consolidated Statements of Comprehensive  HTML     44K 
                Income (Detail)                                                  
85: R56         INVESTMENTS - Short-term investments - Additional   HTML     42K 
                Information (Detail)                                             
61: R57         Short-Term Investments (Detail)                     HTML     75K 
145: R58         INVESTMENTS - Long-term investments (Cost method    HTML     48K  
                investments) - Additional Information (Detail)                   
100: R59         INVESTMENTS - Long-term investments (Equity method  HTML     68K  
                investments) - Additional information (Detail)                   
125: R60         INVESTMENTS - Long-term investments - Additional    HTML     45K  
                information (Detail)                                             
76: R61         Accounts Receivable (Detail)                        HTML     48K 
79: R62         Movement in Allowance for Doubtful Accounts         HTML     46K 
                (Detail)                                                         
132: R63         Other Assets Current (Detail)                       HTML     64K  
129: R64         Fixed Assets (Detail)                               HTML     64K  
103: R65         Fixed Assets - Additional Information (Detail)      HTML     75K  
131: R66         Changes In Carrying Amount Of Goodwill (Detail)     HTML     61K  
75: R67         Finite-Lived Intangible Assets (Detail)             HTML     57K 
108: R68         GOODWILL AND INTANGIBLE ASSETS - Additional         HTML     44K  
                Information (Detail)                                             
147: R69         Estimated Amortization Expense Relating To          HTML     53K  
                Existing Intangible Assets with Finite Lives                     
                (Detail)                                                         
53: R70         Indefinite-Lived Intangible Assets (Detail)         HTML     50K 
67: R71         Accounts Payable and Accrued Liabilities (Detail)   HTML     71K 
94: R72         LOANS PAYABLE - Short-Term Loan - Additional        HTML     49K 
                Information (Detail)                                             
59: R73         LOANS PAYABLE - Long-Term Loans Payable -           HTML     58K 
                Additional Information (Detail)                                  
150: R74         Long-Term Loans Payable (Detail)                    HTML     50K  
71: R75         INCOME TAXES - Additional Information (Detail)      HTML    109K 
62: R76         Income Before Income Taxes (Detail)                 HTML     48K 
66: R77         Components Of Income Tax (Detail)                   HTML     59K 
55: R78         Reconciliation of Tax Computed By Applying          HTML     80K 
                Respective Statutory Income Tax Rate to Effective                
                Income Tax Rate (Detail)                                         
58: R79         Tax Effects of Temporary Differences that Give      HTML     74K 
                Rise to Deferred Tax Balances (Detail)                           
116: R80         EMPLOYEE DEFINED CONTRIBUTION PLAN - Additional     HTML     42K  
                Information (Detail)                                             
64: R81         COMMITMENTS AND CONTINGENCIES - Additional          HTML     50K 
                Information (Detail)                                             
146: R82         Future Minimum Payments Under Non-Cancelable        HTML     67K  
                Operating Leases with Initial Terms of One-Year or               
                More (Detail)                                                    
91: R83         Summary of Redeemable Noncontrolling Interest       HTML     55K 
                (Detail)                                                         
123: R84         Summary of Redeemable Noncontrolling Interest       HTML     41K  
                (Parenthetical) (Detail)                                         
130: R85         SHAREHOLDERS' EQUITY - Additional Information       HTML     85K  
                (Detail)                                                         
63: R86         Shareholders' Equity (Detail)                       HTML     50K 
65: R87         Earnings Per Share ("EPS") - Additional             HTML     46K 
                Information (Detail)                                             
143: R88         Computation of Basic and Diluted Net Income         HTML    103K  
                Attribtable to Baidu, Inc. Per Share for Class A                 
                and Class B Ordinary Shares (Detail)                             
60: R89         SHARE-BASED AWARDS PLAN - Additional Information    HTML     92K 
                (Detail)                                                         
117: R90         Option Activity - Baidu, Inc. (Detail)              HTML    109K  
113: R91         Assumptions Used to Estimate Fair Values of Share   HTML     61K  
                Options Granted - Baidu, Inc. (Detail)                           
133: R92         Restricted Shares Activity (Detail)                 HTML     69K  
112: R93         Total Share-Based Compensation Cost Recognized      HTML     55K  
                (Detail)                                                         
99: R94         SEGMENT REPORTING - Additional Information          HTML     40K 
                (Detail)                                                         
138: R95         Revenues by Geographic Area (Detail)                HTML     49K  
97: R96         Long-lived Assets by Geographic Area (Detail)       HTML     48K 
72: R97         Assets Measured at Fair Value on Recurring Basis    HTML     93K 
                (Detail)                                                         
106: R98         Reconciliation for Assets Measured and Recorded at  HTML     49K  
                Fair Value on Recurring Basis, Using Significant                 
                Unobservable Inputs (Level 3) (Detail)                           
101: R99         FAIR VALUE MEASUREMENT- Additional Information      HTML     41K  
                (Detail)                                                         
84: R100        SUBSEQUENT EVENTS - Additional Information          HTML     41K 
                (Detail)                                                         
149: XML         IDEA XML File -- Filing Summary                      XML    190K  
80: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.74M 
44: EX-101.INS  XBRL Instance -- bidu-20111231                       XML   2.63M 
46: EX-101.CAL  XBRL Calculations -- bidu-20111231_cal               XML    340K 
47: EX-101.DEF  XBRL Definitions -- bidu-20111231_def                XML   1.49M 
48: EX-101.LAB  XBRL Labels -- bidu-20111231_lab                     XML   2.00M 
49: EX-101.PRE  XBRL Presentations -- bidu-20111231_pre              XML   1.70M 
45: EX-101.SCH  XBRL Schema -- bidu-20111231                         XSD    339K 
141: ZIP         XBRL Zipped Folder -- 0001193125-12-139789-xbrl      Zip    291K  


‘EX-4.64’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-4.64  

Exhibit 4.64

(English Translation)

Loan Agreement

This Loan Agreement (the “Agreement”) is entered into in Beijing as of March 6, 2008 by the following parties:

 

Party A:

   Baidu Online Network Technology (Beijing) Co., Ltd.

Registration Address:

  

12/F., Ideal International Plaza, No. 58 North-West 4th Ring,

Haidian District, Beijing, PRC, 100080

Party B:

   Robin Yanhong Li

Residential Address:

   Room 901, Unit 1, Building 1, Shanghecun, Haidian District, Beijing, PRC

WHEREAS,

 

1. Party A is a wholly-owned foreign enterprise incorporated in the People’s Republic of China (the “PRC”);

 

2. Party B is a citizen of the PRC and a shareholder of Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”).

NOW THEREFORE, through friendly negotiation, Party A and Party B agree as follows:

 

1. Party A agrees to provide an interest-free loan to Party B with the principal as RMB 90,000,000 in accordance with the terms and conditions set forth in this Agreement. Party B agrees to accept the loan above.

 

2. Party B confirms that he has obtained the total amount of the loan and has invested it into Baidu Netcom as capital contribution.

 

3. The Term of such loan starts from the date that Party B received the loan until ten (10) years after signing this Agreement and could be extended upon the written agreement of the parties. During the term or extended term of such a loan, Party A may accelerate the loan repayment, if any of the following events occurs:

 

  (1) Party B quits or is dismissed by Party A or its affiliates;

 

  (2) Party B dies or becomes a person without capacity or with limited capacity for civil acts;

 

  (3) Party B commits a crime or is involved in a crime;

 

  (4) Any other third party claims more than RMB100,000 against Party B; or

 

  (5) According to the PRC laws, Party A or its designated person may be qualified to invest in the business of value-added telecommunication, such as internet information service and other services, which Baidu Netcom runs, and also Party A will have given a written notice to Baidu Netcom and exercised its right of purchase in accordance with the terms under the exclusive equity purchase option agreement speculated in Section 4 of this Agreement.

 

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4. The parties herein agree and confirm that, according to the PRC laws, Party A or its designated person (including natural person, legal entity or any other entity) has the right, but the obligation, to purchase all or part of the equity interest held by Party B in Baidu Netcom (the “Option Right”) at anytime, however, Party A shall notify Party B of such purchase of equity interests with a written notice. Once the written notice for exercising the Option Right is issued by Party A, Party B shall sell their equity interests of Baidu Netcom with the original invest price (the “Original Investment Price”) or other price allowed by laws according to the consent of Party A to Party A or its designated person. All parties agree and confirm that when Party A exercises the Option Right, the price that allowed by the applicable law at the time is higher than the Original Investment Price, Party A or its designated person shall purchase the equity interests at the lowest price in accordance with the applicable law. The parties agree to execute an exclusive equity purchase option agreement in connection with above matters.

 

5. The parties herein agree and confirm that Party B may repay the loan only by the following methods: the borrower (or his successors or assignees) shall transfer the equity interest in Baidu Netcom to Party A or its designated person and use the proceeds to repay the loan when the loan is due and Party A gives a written notice.

 

6. The parties agree and confirm that this loan is an interest-free loan unless there are different provisions in this Agreement. But if the loan is due and Party B has to transfer his equity interests in Baidu Netcom to Party A or its designated person and the proceeds exceed the loan principal due to the legal requirement or other reasons, the extra amount over the principal of proceeds will be considered as the interests or capital use cost, which shall be repaid to Party A.

 

7. The parties agree and confirm that Party B shall be deemed the completion of performing his obligations under this Agreement only if the following requirements are met:

 

  (a) Party B has transferred all his equity interests of Baidu Netcom to Party A and/its designated person; and

 

  (b) Party B has repaid the total amount caused from the equity interest transferring or the maximum amount (including principal and the highest loan interest) allowed by the applicable law concerning loans to Party A.

 

8. To secure the performance of the debt under this Agreement, Party B agrees to pledge all his own equity interest of Baidu Netcom to Party A (the “Equity Pledge”). The parties agree to execute an equity pledge agreement for the additional shares issued for the capital increase regaring the above matters.

 

9. Party A hereby represents and warrants to Party B that, as of the execution date of this Agreement:

 

  (a) Party A is a company incorporated and validly existing under the laws of PRC;

 

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  (b) Party A has the right to execute and perform this Agreement. Party A, subject to its business scope, Articles or other institutional documents, has taken necessary actions to get all necessary and appropriate approvals and authorizations;

 

  (c) The principal of loan to Party B is legally owned by the Party A;

 

  (d) The execution and the performance of this Agreement by Party A does not violate any laws, regulations, approvals, authorizations, notices, other governmental documents, any agreement Party A signed with a third party or any promise Party A issued to a third party; and

 

  (e) This Agreement shall constitute the legal, valid and binding obligations of Party A upon its execution.

 

10. Party B hereby represents and warrants to Party A that, from the execution date of this Agreement until this Agreement terminates:

 

  (a) Baidu Netcom is a limited liability company incorporated and validly existing under the laws of PRC and Party B is the legal holder of the equity interest of Baidu Netcom newly issued for the capital increase;

 

  (b) Party B has the right to execute and perform this Agreement. Party B, subject to its business scope, Articles or other institutional documents, has taken necessary actions to get all necessary and appropriate approvals and authorizations;

 

  (c) The execution and the performance of this Agreement by Party B does not violate any laws, regulations, approvals, authorizations, notices, other governmental documents, any agreement Party B signed with a third party or any promise Party B issued to a third party;

 

  (d) This Agreement shall constitute the legal, valid and binding obligations of Party B upon its execution;

 

  (e) Party B has paid contribution in full for the additional equity interests he obtained in Baidu Netcom in accordance with applicable laws and regulations;

 

  (f) Except the provisions stipulated in the equity pledge agreement and exclusive equity purchase option agreement for the additional shares issued for the capital increase, Party B did not create any pledge or other security, make third party any offer to transfer his equity, make acceptance for the offer of any third party to purchase his equity, or execute any agreement with a third party to transfer his equity;

 

  (g) There are no pending or potential disputes, litigation, arbitration, administrative proceedings or other legal proceedings in connection with the additional equity interests of Baidu Netcom after the capital increase held by Party B;

 

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  (h) Baidu Netcom has completed all governmental approval, license, registration and filing necessary for the capital increase.

 

11. Party B covenants that he shall, during the term of this Agreement:

 

  (a) Not sell, transfer, pledge, dispose in any other manners of his additional equity interests of Baidu Netcom after the capital increase or other interests, or not allow to create other security interests on them without Party A’s prior written consent, except pledges or other rights created in the interest of Party A;

 

  (b) Not cause shareholder’s meetings to make resolutions to sell, transfer, pledge, dispose of in any other manners, or not allow to create other security interest on, any of his legal and beneficiary equity interest without Party A’s prior written consent, except transferring his equity interest to Party A;

 

  (c) Not vote for any merger or combination with, or acquire or invest in, any person at shareholder’s meetings of Baidu Netcom without Party A’s prior consent;

 

  (d) Promptly inform Party A of the pending or threatened litigation, arbitration or regulatory procedure concerning the additional equity interests of the Baidu Netcom after the capital increase held by Party B;

 

  (e) Execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or make all necessary and appropriate defending against all claims in order to maintain the additional equity interest of the Baidu Netcom after the capital increase held by Party B;

 

  (f) Refrain from any act or omission that may materially affect the assets, business and liabilities of Baidu Netcom without Party A’s prior written consent;

 

  (g) Appoint any person to be the director of Baidu Netcom subject to Party A’s request;

 

  (h) Transfer promptly and unconditionally, at any time, all the additional equity interest in the Baidu Netcom after the capital increase held by Party B to Party A or the representative designated by Party A subject to the request of Party A, provided that such transfer is permitted under the laws of PRC;

 

  (i) Not request Baidu Netcom to distribute dividends or profits;

 

  (j) Once Party B transfers the additional equity interest of Baidu Netcom after the capital increase he holds Party A or its designated person, he shall repay the consideration he receives as the principal and the interests or capital use cost to Party A if such repayment is permitted under the laws of PRC;

 

  (k) Strictly comply with the terms of this Agreement, perform the obligations under this Agreement and refrain from any act or omission that affects the validity and enforceability of this Agreement.

 

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12. Party B, as the shareholder of Baidu Netcom, covenants that he shall cause Baidu Netcom, during the term of this Agreement:

 

  (a) Not to supplement, amend or modify its articles of association, or to increase or decrease its registered capital, or to change its capital structure in any form without Party A’s prior written consent;

 

  (b) To operate its business and deal with matters prudently and effectively according to good financial and business rules and practices;

 

  (c) Not to sell, transfer, mortgage, dispose of in any other manner, or to create other security interests on, any of its assets, business or legal or beneficial rights to its income without Party A’s prior written consent since the date of this Agreement;

 

  (d) Not to create, succeed to, guarantee or permit any liability, without the Party A’s prior written consent, except (i) the liability arising from the course of the ordinary or daily business operation, but not arising from the loan; and (ii) the liability reported to Party A or approved by Party A in writing;

 

  (e) To operate persistently all the business and to maintain the value of its assets;

 

  (f) Not to execute any material contracts (for the purpose of this Section 12, a contract will be deemed material if its value exceeds RMB ¥ 100,000), without Party A’s prior written consent, other than those executed during the ordinary course of business;

 

  (g) To provide information concerning all of its operation and financial affairs per Party A’s request;

 

  (h) Not to merger or combine with, acquire or invest in, any other person without Party A’s prior written consent;

 

  (i) Not to distribute dividends to its shareholder in any form without Party A’s prior written consent. However, Baidu Netcom shall promptly distribute all its distributable profits to its shareholder upon the Party A’s request;

 

  (j) To promptly inform Party A of any pending or threatened suit, arbitration or administrative procedure concerning the assets, business or income of the Baidu Netcom;

 

  (k) To execute all necessary or appropriate documents, take all necessary or appropriate actions, bring all necessary or appropriate lawsuits and make all necessary and appropriate defendings against all claims in order to maintain the ownership of all the assets of Baidu Netcom;

 

  (l) To strictly comply with the terms of Service Agreement and other agreements with Party A, perform its obligations under the aforesaid agreements, and not to conduct any action or nonfeasance that affects the validity and enforceability of such agreements.

 

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13. This agreement shall be binding to, and only in the interest of, all the parties hereto and their respective successors and assignees. Without prior written consent of Party A, Party B shall not transfer, pledge or assign any right, benefit or obligation hereunder.

 

14. Party B agrees that Party A can assign its rights and obligations hereunder to a third party with a written notice to Party B when it considers necessary. No further consent of Party B is required upon such a transfer.

 

15. The execution, validity, interpretation, performance, amendment, termination and the dispute resolution of this Agreement are governed by the laws of PRC.

 

16. Arbitration.

 

  (a) Both Parties shall strive to settle any dispute, conflicts, or compensation claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) of this Agreement through friendly consultation. In case no settlement can be reached within thirty (30) day after one party ask for the settlement, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. The arbitration award shall be final and conclusive and binding upon the Parties.

 

  (b) The arbitration should take place in Beijing.

 

  (c) The arbitration language is Chinese.

 

17. This Agreement shall be concluded on the date of execution. Both Parties agree that the terms and conditions of this Agreement shall be effective as of the date on which Party B receives the loan and expire when both Parties complete their obligations hereunder.

 

18. Party B shall terminate or revoke this Agreement unless (a) Party A commits a material defect, fraud or other material illegal action; (b) upon Party A’s bankruptcy.

 

19. This Agreement shall not be amended or modified without the written consent of the Parties hereto. The Parties may amend and modify this Agreement with a written agreement. The amendments, modifications, supplements and attachments shall be integral parts of this Agreement.

 

20. This Agreement constitutes the entire agreement of the Parties with respect to the subject matters herein and supersedes and replaces all prior or contemporaneous verbal and written agreements and understandings.

 

21. This Agreement is severable. The invalidity or enforceability of any clause shall not affect the validity or enforceability of other parts hereof.

 

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22. Each Party shall protect the confidentiality of the information concerning the other Party’s business, operation, financial situation or other confidential information obtained under this Agreement or during the performance of this Agreement.

 

23. Any obligation that is due before the expiration or early termination this Agreement shall survive such expiration or early termination. Sections 15, 16 and 22 shall survive the termination of this Agreement.

 

24. This Agreement shall be executed in two originals, each Party holding one original. All the originals shall have the same legal effect.

IN WITNESS WHEREOF, each party hereto have caused this Agreement to be duly executed by its legal representative on its behalf as of the date first set forth above.

[No text below]

 

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Party A:

   Baidu Online Network Technology (Beijing) Co., Ltd.

Legal

representative/authorized

representative:

   /s/ Legal representative

Company seal:

  

(with the company seal of Baidu Online Network

Technology (Beijing) Co., Ltd.)

Party B:

   Robin Yanhong Li

Signature:

   /s/ Robin Yanhong Li

 

8


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:3/29/12
For Period end:12/31/1120-F/A
3/6/08
 List all Filings 


5 Subsequent Filings that Reference this Filing

  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
 9/14/12  SEC                               UPLOAD10/21/17    1:127K Baidu, Inc.
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