SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Baidu, Inc. – ‘20-F’ for 12/31/15 – ‘EX-4.62’

On:  Friday, 4/8/16, at 7:42am ET   ·   For:  12/31/15   ·   Accession #:  1193125-16-534644   ·   File #:  0-51469

Previous ‘20-F’:  ‘20-F’ on 3/27/15 for 12/31/14   ·   Next:  ‘20-F’ on 3/31/17 for 12/31/16   ·   Latest:  ‘20-F’ on 3/15/24 for 12/31/23   ·   3 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

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

 4/08/16  Baidu, Inc.                       20-F       12/31/15  139:13M                                    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   1.75M 
 2: EX-4.22     Instrument Defining the Rights of Security Holders  HTML     94K 
 3: EX-4.23     Instrument Defining the Rights of Security Holders  HTML    120K 
 4: EX-4.25     Instrument Defining the Rights of Security Holders  HTML    101K 
 5: EX-4.30     Instrument Defining the Rights of Security Holders  HTML     64K 
 6: EX-4.31     Instrument Defining the Rights of Security Holders  HTML     75K 
 7: EX-4.33     Instrument Defining the Rights of Security Holders  HTML     68K 
 8: EX-4.41     Instrument Defining the Rights of Security Holders  HTML     81K 
 9: EX-4.42     Instrument Defining the Rights of Security Holders  HTML     81K 
10: EX-4.44     Instrument Defining the Rights of Security Holders  HTML     67K 
11: EX-4.45     Instrument Defining the Rights of Security Holders  HTML     67K 
12: EX-4.61     Instrument Defining the Rights of Security Holders  HTML     74K 
13: EX-4.62     Instrument Defining the Rights of Security Holders  HTML     74K 
14: EX-4.68     Instrument Defining the Rights of Security Holders  HTML    340K 
15: EX-4.69     Instrument Defining the Rights of Security Holders  HTML    347K 
16: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     36K 
19: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     37K 
20: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     37K 
17: EX-12.1     Statement re: Computation of Ratios                 HTML     40K 
18: EX-12.2     Statement re: Computation of Ratios                 HTML     40K 
21: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     36K 
22: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     37K 
23: EX-15.3     Letter re: Unaudited Interim Financial Info         HTML     37K 
30: R1          Document and Entity Information                     HTML     65K 
31: R2          Consolidated Balance Sheets                         HTML    173K 
32: R3          Consolidated Balance Sheets (Parenthetical)         HTML     63K 
33: R4          Consolidated Statements Of Comprehensive Income     HTML    138K 
34: R5          Consolidated Statements Of Comprehensive Income     HTML     39K 
                (Parenthetical)                                                  
35: R6          Consolidated Statements Of Cash Flows               HTML    215K 
36: R7          Consolidated Statements Of Shareholders' Equity     HTML    110K 
37: R8          Organization, Consolidation and Presentation of     HTML    110K 
                Financial Statements                                             
38: R9          Summary of Significant Accounting Policies          HTML    139K 
39: R10         Business Combinations                               HTML     62K 
40: R11         Investments                                         HTML    110K 
41: R12         Accounts Receivable                                 HTML     53K 
42: R13         Other Current Assets                                HTML     47K 
43: R14         Fixed Assets                                        HTML     52K 
44: R15         Goodwill and Intangible Assets                      HTML     97K 
45: R16         Accounts Payable and Accrued Liabilities            HTML     51K 
46: R17         Loans Payable                                       HTML     49K 
47: R18         Notes Payable                                       HTML     58K 
48: R19         Income Taxes                                        HTML    103K 
49: R20         Employee Defined Contribution Plan                  HTML     40K 
50: R21         Commitments and Contingencies                       HTML     60K 
51: R22         Redeemable Noncontrolling Interests                 HTML     53K 
52: R23         Shareholders' Equity                                HTML     88K 
53: R24         Earnings Per Share ("Eps")                          HTML     89K 
54: R25         Share-Based Awards Plan                             HTML     72K 
55: R26         Related Party Transactions                          HTML     60K 
56: R27         Segment Reporting                                   HTML     62K 
57: R28         Fair Value Measurement                              HTML    105K 
58: R29         Subsequent Events                                   HTML     39K 
59: R30         Summary of Significant Accounting Policies          HTML    233K 
                (Policies)                                                       
60: R31         Organization, Consolidation and Presentation of     HTML     71K 
                Financial Statements (Tables)                                    
61: R32         Summary of Significant Accounting Policies          HTML     46K 
                (Tables)                                                         
62: R33         Business Combinations (Tables)                      HTML     53K 
63: R34         Investments (Tables)                                HTML    112K 
64: R35         Accounts Receivable (Tables)                        HTML     54K 
65: R36         Other Current Assets (Tables)                       HTML     47K 
66: R37         Fixed Assets (Tables)                               HTML     49K 
67: R38         Goodwill and Intangible Assets (Tables)             HTML     96K 
68: R39         Accounts Payable and Accrued Liabilities (Tables)   HTML     50K 
69: R40         Notes Payable (Tables)                              HTML     55K 
70: R41         Income Taxes (Tables)                               HTML     93K 
71: R42         Commitments and Contingencies (Tables)              HTML     51K 
72: R43         Redeemable Noncontrolling Interests (Tables)        HTML     51K 
73: R44         Shareholders' Equity (Tables)                       HTML     78K 
74: R45         Earnings Per Share ("Eps") (Tables)                 HTML     89K 
75: R46         Share-Based Awards Plan (Tables)                    HTML     69K 
76: R47         Related Party Transactions (Tables)                 HTML     57K 
77: R48         Segment Reporting (Tables)                          HTML     57K 
78: R49         Fair Value Measurement (Tables)                     HTML    101K 
79: R50         Organization, Consolidation and Presentation of     HTML     55K 
                Financial Statements - Additional Information                    
                (Detail)                                                         
80: R51         Assets, Liabilities and Results of Operations of    HTML    122K 
                VIEs and Their Subsidiaries Included in Company's                
                Consolidated Balance Sheets and Statements of                    
                Comprehensive Income (Detail)                                    
81: R52         Summary of Significant Accounting Policies -        HTML    129K 
                Additional Information (Detail)                                  
82: R53         Estimated Useful Lives of Fixed Assets (Detail)     HTML     57K 
83: R54         Weighted Average Useful Lives from Date of          HTML     53K 
                Purchase of Intangible Assets (Detail)                           
84: R55         Business Combinations - Additional Information      HTML     55K 
                (Detail)                                                         
85: R56         Summary of Estimated Fair Values of Assets          HTML     68K 
                Acquired, Liabilities Assumed and Noncontrolling                 
                Interest (Detail)                                                
86: R57         Investments - Short-term Investments - Additional   HTML     42K 
                information (Detail)                                             
87: R58         Investments - Long-term Investments - Additional    HTML     81K 
                information (Detail)                                             
88: R59         Excess of Carrying Value of Equity Method           HTML     63K 
                Investment (Detail)                                              
89: R60         Summarized Financial Information (Detail)           HTML     78K 
90: R61         Retrospective Effects of Applying Equity Method of  HTML     69K 
                Accounting to Consolidated Statements of Balance                 
                Sheets and Consolidated Statements of                            
                Comprehensive Income (Detail)                                    
91: R62         Investments (Detail)                                HTML     80K 
92: R63         Accounts Receivable (Detail)                        HTML     46K 
93: R64         Movement in Allowance for Doubtful Accounts         HTML     46K 
                (Detail)                                                         
94: R65         Other Current Assets (Detail)                       HTML     58K 
95: R66         Fixed Assets (Detail)                               HTML     62K 
96: R67         Fixed Assets - Additional Information (Detail)      HTML     63K 
97: R68         Goodwill (Detail)                                   HTML     60K 
98: R69         Finite-Lived Intangible Assets (Detail)             HTML     66K 
99: R70         Goodwill and Intangible Assets - Additional         HTML     43K 
                Information (Detail)                                             
100: R71         Estimated Amortization Expense Relating to          HTML     49K  
                Existing Intangible Assets with Finite Lives                     
                (Detail)                                                         
101: R72         Indefinite-Lived Intangible Assets (Detail)         HTML     41K  
102: R73         Accounts Payable and Accrued Liabilities (Detail)   HTML     66K  
103: R74         Loans Payable - Additional Information (Detail)     HTML    141K  
104: R75         Notes Payable - Additional Information (Detail)     HTML    107K  
105: R76         Principal Amount and Unamortized Discount and Debt  HTML     43K  
                Issuance Costs (Detail)                                          
106: R77         Repayment of Principal Amount of Long Term Debts    HTML     55K  
                (Detail)                                                         
107: R78         Income Taxes - Additional Information (Detail)      HTML    133K  
108: R79         Income Before Income Taxes (Detail)                 HTML     46K  
109: R80         Components of Income Tax (Detail)                   HTML     51K  
110: R81         Reconciliation of Effective Income Tax Provision    HTML     75K  
                of Tax Computed By Applying Statutory Income Tax                 
                Rate to Pre-Tax Income (Detail)                                  
111: R82         Tax Effects of Temporary Differences that Gave      HTML     67K  
                Rise to Deferred Tax Balances (Detail)                           
112: R83         Employee Defined Combination Plan - Additional      HTML     40K  
                Information (Detail)                                             
113: R84         Commitment and Contingencies - Additional           HTML     53K  
                Information (Detail)                                             
114: R85         Future Minimum Payments Under Non-Cancelable        HTML     56K  
                Operating Leases with Initial Terms of One-Year or               
                More (Detail)                                                    
115: R86         Future Minimum Payments Under Non-Cancelable        HTML     51K  
                Licensing Agreements (Detail)                                    
116: R87         Summary of Redeemable Noncontrolling Interest       HTML     57K  
                (Detail)                                                         
117: R88         Redeemable Noncontrolling Interests - Additional    HTML     47K  
                Information (Detail)                                             
118: R89         Shareholder's Equity - Additional Information       HTML     91K  
                (Detail)                                                         
119: R90         Shareholders' Equity (Detail)                       HTML     46K  
120: R91         Components of Accumulated Other Comprehensive       HTML     64K  
                Income (Loss) (Detail)                                           
121: R92         Tax Effect Allocated to Each Component of Other     HTML     52K  
                Comprehensive Income (Detail)                                    
122: R93         Reconciliation of Net Income to Numerator for       HTML     46K  
                Computation of Basic and Diluted Net Income per                  
                Share (Detail)                                                   
123: R94         Computation of Basic and Diluted Net Income         HTML     97K  
                Attributable to Baidu, Inc. Per Share for Class A                
                and Class B Ordinary Shares (Detail)                             
124: R95         Share Based Award Plan - Additional Information of  HTML     95K  
                Baidu, Inc. (Detail)                                             
125: R96         Option Activity - Baidu, Inc. (Detail)              HTML     90K  
126: R97         Assumptions Used to Estimate Fair Values of Share   HTML     60K  
                Options Granted - Baidu, Inc. (Detail)                           
127: R98         Restricted Shares Activity (Detail)                 HTML     62K  
128: R99         Total Share-Based Compensation Cost Recognized      HTML     51K  
                (Detail)                                                         
129: R100        Impact of Related Party Transactions - Additional   HTML     41K  
                Information (Detail)                                             
130: R101        Related Party Balances (Detail)                     HTML     69K  
131: R102        Related Party Balances (Parenthetical) (Detail)     HTML     44K  
132: R103        Segment Reporting - Additional Information          HTML     39K  
                (Detail)                                                         
133: R104        Summary of Group's Operating Segment Results        HTML     58K  
                (Detail)                                                         
134: R105        Fair Value Disclosure and Measurement (Detail)      HTML    131K  
135: R106        Reconciliation of Available-For-Sale Debt           HTML     45K  
                Investments at Fair Value on a Recurring Basis                   
                Using Significant Unobservable Inputs (Detail)                   
136: R107        Subsequent Events - Additional Information          HTML     43K  
                (Detail)                                                         
138: XML         IDEA XML File -- Filing Summary                      XML    235K  
137: EXCEL       IDEA Workbook of Financial Reports                  XLSX    171K  
24: EX-101.INS  XBRL Instance -- bidu-20151231                       XML   3.38M 
26: EX-101.CAL  XBRL Calculations -- bidu-20151231_cal               XML    411K 
27: EX-101.DEF  XBRL Definitions -- bidu-20151231_def                XML   1.16M 
28: EX-101.LAB  XBRL Labels -- bidu-20151231_lab                     XML   2.32M 
29: EX-101.PRE  XBRL Presentations -- bidu-20151231_pre              XML   1.64M 
25: EX-101.SCH  XBRL Schema -- bidu-20151231                         XSD    309K 
139: ZIP         XBRL Zipped Folder -- 0001193125-16-534644-xbrl      Zip    350K  


‘EX-4.62’   —   Instrument Defining the Rights of Security Holders


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



  EX-4.62  

Exhibit 4.62

This document is a translation of the original text in Chinese

Amended and Restated Loan Agreement

This Amended and Restated Loan Agreement (this “Agreement”) is entered into on December 31, 2015 in Beijing, by and between:

Party A:    Baidu Online Network Technology (Beijing) Co., Ltd.

Registered Address: 3/F, No. 10 Shanghdi 10th Street, Haidian District, Beijing

Party B: Zhan Wang

WHEREAS,

 

  1. Party A is a foreign invested enterprise incorporated under the laws of the PRC,

 

  2. Party B is a Chinese citizen, and is the shareholder of Baidu Network Information Technology Co., Ltd. (“Baidu Network”);

 

  3. Party A, Party B and other related parties executed a series of loan agreements as set forth in Schedule 1 of this Agreement (collectively, the “Original Loan Agreements”), the Parties now agree to execute this Agreement to amend and restate the Original Loan Agreements, and this Agreement shall replace and substitute the Original Loan Agreements as of the date of execution.

Party A and Party B, through friendly consultation, agree as follows:

 

  1. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount of RMB 4.45 million yuan (RMB 4,450,000.00) to Party B, and Party B agrees to accept such loan.

 

  2. Party B confirms the receipt of such loan and has applied such loan toward payment of capital contribution of Beijing Network.

 

  3. The term of the loan under this Agreement shall commence on the date Party B receives such loan to the date 10 years from the execution of this Agreement, which may be extended upon mutual written consent of the Parties. During the term of the loan or the extended term of the loan, Party A has the right to cause the loan to be due immediately by written notice, and require Party B to repay the loan in accordance to this Agreement in the event any of the following circumstances occur to Party B:

 

  a. Party B leaves or is terminated from Party A or an affiliated company of Party A;

 

  b. Party B’s death, lack or limitation of civil capacity;

 

  c. Party B engages in criminal act or is involved in criminal activities;

 

  d. Any third party filed a claim against Party B that exceeds RMB 100,000; or

 

  e.

Subject to the laws of the PRC, Party A or a person designated by Party A is permitted invest in Beijing Network to conduct internet information service


  business, value-added telecommunication business and other business, and Party A has issued a written notice relating to the equity purchase of Beijing Network to such party pursuant to the provisions of the Exclusive Option Contract mentioned in article 4 hereof, to exercise purchase rights.

 

  4. The parties herein agree and confirm that, to the extent and within the scope permitted by the laws of the PRC, Party A shall have the right but not the obligation to purchase or designated other persons (including natural person, legal entity or any other entity) to purchase the equity interests of Beijing Network held by Party B in whole or in part (hereinafter referred to as “Option Right”), but Party A shall issue a written notice to purchase equity interests to Party B. Upon Party A’s issuance of a written notice to exercise such Option, Party B shall, in accordance with Party A’s wishes and instructions, immediately transfer all of its equity interests in Beijing Network to Party A or other persons as designated by Party A at the original investment price (“Original Investment Price”) or at another price agreed upon by Party A where the law otherwise requires. The Parties hereby agree and acknowledge, when Party A exercises its Option Right, if in accordance to the applicable laws at the time, the lowest price of the equity interests permitted is higher than the Original Investment Price, then the purchase price of Party A or other persons designated by Party A shall be the lowest price permitted by the laws. The parties agree to the above matters and have executed the Exclusive Option Contract.

 

  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 Beijing Network 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, or through another method as mutually agreed by the parties herein.

 

  6. The Parties herein 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 Beijing Network 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, to the extent permitted by the law, which shall be repaid to Party A.

 

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

 

  a. Party B has transferred all his equity interests in Beijing Network to Party A and/or its designated person; and

 

  b. Party B has repaid the total amount of proceeds from the equity interest transfer or the maximum amount (including principal and the maximum interests as permitted by the applicable laws at the time) permitted by applicable laws to Party A.

 

  8. To secure the performance of debt under this Agreement, Party B agrees to pledge all of his equity interests in Beijing Network to Party A (the “Equity Pledge”). The parties agree to execute an equity pledge agreement for 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 wholly-owned foreign enterprise incorporated and validly existing under the laws of the PRC;

 

2


  b. Party A has the right to execute and perform this agreement. The execution and performance by Party A of this agreement comply with its business scope, Articles or other institutional documents, and Party A has taken necessary actions to get all necessary and appropriate approvals and authorizations;

 

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

 

  d. The execution and performance of this Agreement by Party A does not violate any law, regulation, approval, authorization, notice, other governmental document, any agreement between Party A and any third party, or any promise made by Party A to a third party; and

 

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

 

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

 

  a. Beijing Network is a limited liability company incorporated and validly existing under the laws of the PRC and Party B is the legal holder of the equity interest of Beijing Network;

 

  b. Party B has the right to execute and perform this Agreement. The execution and performance by Party B of this Agreement comply with its business scope, Articles or other institutional documents, and Party B has taken necessary actions to obtain all necessary and appropriate approvals and authorizations;

 

  c. The execution and performance of this Agreement by Party B does not violate any law, regulation, approval, authorization, notice, other governmental document, any agreement between Party B and any third party, or any promise made by Party B to a third party;

 

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

 

  e. Party B has paid contribution in full for the equity interests he holds in Beijing Network in accordance with applicable laws and regulations;

 

  f. Except the provisions stipulated in the equity pledge agreement and exclusive option agreement, Party B did not create any pledge or other security over his equity interest in Beijing Network, make any offer to a third party to transfer his equity, make acceptance for the offer to a 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 equity interests of Beijing Network held by Party B;

 

  h. Beijing Network has completed all necessary governmental approvals, licenses, registrations and filings.

 

  11. Party B undertakes, during the term of this Agreement, to:

 

  a. Not sell, transfer, pledge, dispose in any other manner of his equity interests in Beijing Network or other interests, and not allow to create other security interests over his equity interests without the prior written consent of Party A, except pledges or other rights created in the interest of Party A;

 

  b. Not consent, support or execute any shareholder resolutions at Beijing Network’s shareholder’s meetings that permit the sale, transfer, pledge, disposal in any manner of, and the creation of other security interests on, any of his legal or beneficiary equity interests without the prior written consent of Party A, except where transferring his equity interest to Party A;

 

3


  c. Not consent, support or execute any shareholder resolutions at Beijing Network’s shareholder meetings that permit Beijing Network to merge or combine with, or acquire or invest in, any person without Party A’s prior written consent;

 

  d. Promptly inform Party A of any pending or threatened litigation, arbitration or regulatory procedures relating to the equity interests of Beijing Network;

 

  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 defenses against all claims in order to maintain the equity interests of Beijing Network held by Party B;

 

  f. Refrain from any act or omission that may materially affect the assets, business and liabilities of Beijing Network without the prior written consent of Party A;

 

  g. Appoint any person nominated by Party A as the director of Beijing Network, subject to Party A’s request;

 

  h. Transfer promptly and unconditionally, at any time, all equity interests in Beijing Network held by Party B to Party A or its designated person subject to the request of Party A, provided that such transfer is permitted under the laws of the PRC;

 

  i. Not request Beijing Network to distribute dividends or profits;

 

  j. Once Party B transfers his equity interest in Beijing Network to 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 the 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.

 

  12. Party B, as the shareholder of Beijing Network, undertakes to cause Beijing Network, during the term of this Agreement, to:

 

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

 

  b. Operate its business and handle matters prudently and affectively according to good financial and business rules and practices;

 

  c. Not 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 the prior written consent of Party A from the date of this Agreement;

 

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

 

  e. Operate all businesses on a continued basis and maintain the value of its assets;

 

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

 

4


  g. Provide information of all its operations and financial affairs at Party A’s request;

 

  h. Not merge or combine with, acquire or invest in, any other person without the prior written consent of Party A;

 

  i. Not distribute dividends to the shareholders in any way without the prior written consent of Party A, and upon Party A’s request, to promptly distribute all profits that may be distributed to all shareholders.

 

  j. Promptly inform Party A of any pending or threatened litigation, arbitration or regulatory procedures relating to its assets, business or revenue;

 

  k. 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 defenses against all claims in order to maintain ownership of its assets;

 

  l. Strictly comply with the terms of the Exclusive Technology Service Agreement (“Service Agreement”) entered into between Beijing Network and Party A and other agreements, duly perform its obligations under the Service Agreement and other agreements, and refrain from any act or omission that affects the validity and enforceability of the Service Agreement.

 

  13. This Agreement shall be binding on, and only in the interest of, all 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, interest or obligation hereunder.

 

  14. Party B agrees that Party A may assign its rights and obligations hereunder to a third party by a written notice to Party B when it considers necessary. No further consent from Party B is required for such transfer.

 

  15. The execution, validity, interpretation, performance, amendment, termination and dispute resolution of this Agreement are governed by the laws of the 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) days after one party requests for 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 shall take place in Beijing.

 

  c. The arbitration language shall be Chinese.

 

  17. This Agreement shall become effective 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 shall expire as of the date on which both Parties complete their obligations hereunder.

 

  18. Party B shall not terminate or revoke this Agreement under any circumstances unless (a) Party A commits a material error, fraud, or other material unlawful action; or (b) upon Party A’s bankruptcy.

 

  19. This Agreement shall not be amended or modified without the written consent of the Parties hereto. Any matters not agreed upon in this Agreement may be supplemented by all Parties through the execution of a written agreement. The above amendments, modifications, supplements and any attachment of this Agreement shall be integral parts of this Agreement.

 

5


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

 

  21. This Agreement is severable. The invalidity or unenforceability of any clause shall not affect the validity or enforceability of other clauses herein.

 

  22. Each Party shall protect the confidentiality of 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 of this agreement shall survive such expiration or early termination. Section 15, 16, and 22 shall survive the termination of this Agreement.

 

  24. This Agreement shall be executed in two counterparts, each Party shall hold on counterpart. All counterparts 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]

 

6


[No text on this page]

Party A:    Baidu Online Network Technology (Beijing) Co., Ltd.

Legal representative/authorized representative:

Company seal: /s/ Baidu Online Network Technology (Beijing) Co., Ltd.

Party B:    Zhan Wang

Signature: /s/ Zhan Wang

 

7


Schedule 1

Original Loan Agreements

 

No.

 

Contract Name

 

Parties

  

Execution Date

1.   Amended and Restated Loan Agreement   Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; Yong Xu    20050322
2.   Capital Increase Loan Agreement   Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li    20060210
3.   Capital Increase Loan Agreement   Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li    20080306
4.   Supplemental Agreement to the Loan Agreement   Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; Yong Xu; Haoyu Shen    20110111
5.   Renewed Agreement of the Amended and Restated Loan agreement   Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; Haoyu Shen; Zhan Wang    20110826
6.   Supplemental Agreement to the Amended and Restated Loan Agreement   Baidu Online Network Technology (Beijing) Co., Ltd.; Yanhong Li; Zhan Wang    20140301
7.   Amended and Restated Loan Agreement   Baidu Online Network Technology (Beijing) Co., Ltd.; Zhan Wang    20151130

 

8


Dates Referenced Herein

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/8/16None on these Dates
For Period end:12/31/15
 List all Filings 


3 Subsequent Filings that Reference this Filing

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

 9/27/16  SEC                               UPLOAD10/21/17    1:130K Baidu, Inc.
 8/11/16  SEC                               UPLOAD10/21/17    1:145K Baidu, Inc.
 7/15/16  SEC                               UPLOAD10/21/17    1:166K Baidu, Inc.
Top
Filing Submission 0001193125-16-534644   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sat., May 4, 5:24:26.2am ET