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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/19 Baidu, Inc. 20-F 12/31/18 169:17M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.89M
2: EX-2.24 Plan of Acquisition, Reorganization, Arrangement, HTML 555K
Liquidation or Succession
3: EX-2.25 Plan of Acquisition, Reorganization, Arrangement, HTML 108K
Liquidation or Succession
4: EX-4.10 Instrument Defining the Rights of Security Holders HTML 46K
5: EX-4.11 Instrument Defining the Rights of Security Holders HTML 48K
6: EX-4.12 Instrument Defining the Rights of Security Holders HTML 55K
7: EX-4.13 Instrument Defining the Rights of Security Holders HTML 55K
8: EX-4.14 Instrument Defining the Rights of Security Holders HTML 49K
9: EX-4.15 Instrument Defining the Rights of Security Holders HTML 52K
10: EX-4.16 Instrument Defining the Rights of Security Holders HTML 53K
11: EX-4.52 Instrument Defining the Rights of Security Holders HTML 719K
12: EX-4.54 Instrument Defining the Rights of Security Holders HTML 366K
13: EX-4.55 Instrument Defining the Rights of Security Holders HTML 363K
14: EX-4.56 Instrument Defining the Rights of Security Holders HTML 106K
15: EX-4.57 Instrument Defining the Rights of Security Holders HTML 73K
16: EX-4.58 Instrument Defining the Rights of Security Holders HTML 81K
17: EX-4.59 Instrument Defining the Rights of Security Holders HTML 81K
18: EX-4.60 Instrument Defining the Rights of Security Holders HTML 60K
19: EX-4.61 Instrument Defining the Rights of Security Holders HTML 59K
20: EX-4.62 Instrument Defining the Rights of Security Holders HTML 76K
21: EX-4.63 Instrument Defining the Rights of Security Holders HTML 76K
22: EX-4.64 Instrument Defining the Rights of Security Holders HTML 44K
23: EX-4.65 Instrument Defining the Rights of Security Holders HTML 45K
24: EX-4.66 Instrument Defining the Rights of Security Holders HTML 78K
25: EX-4.67 Instrument Defining the Rights of Security Holders HTML 80K
26: EX-4.68 Instrument Defining the Rights of Security Holders HTML 74K
27: EX-4.69 Instrument Defining the Rights of Security Holders HTML 121K
28: EX-4.70 Instrument Defining the Rights of Security Holders HTML 76K
29: EX-4.71 Instrument Defining the Rights of Security Holders HTML 44K
30: EX-4.72 Instrument Defining the Rights of Security Holders HTML 44K
31: EX-4.73 Instrument Defining the Rights of Security Holders HTML 76K
32: EX-4.74 Instrument Defining the Rights of Security Holders HTML 76K
33: EX-4.75 Instrument Defining the Rights of Security Holders HTML 69K
34: EX-4.76 Instrument Defining the Rights of Security Holders HTML 53K
35: EX-4.77 Instrument Defining the Rights of Security Holders HTML 82K
36: EX-4.78 Instrument Defining the Rights of Security Holders HTML 80K
37: EX-4.79 Instrument Defining the Rights of Security Holders HTML 59K
38: EX-4.80 Instrument Defining the Rights of Security Holders HTML 45K
39: EX-4.81 Instrument Defining the Rights of Security Holders HTML 76K
40: EX-4.82 Instrument Defining the Rights of Security Holders HTML 76K
41: EX-4.83 Instrument Defining the Rights of Security Holders HTML 75K
42: EX-8.1 Opinion of Counsel re: Tax Matters HTML 42K
45: EX-13.1 Annual or Quarterly Report to Security Holders HTML 44K
46: EX-13.2 Annual or Quarterly Report to Security Holders HTML 44K
43: EX-12.1 Statement re: Computation of Ratios HTML 47K
44: EX-12.2 Statement re: Computation of Ratios HTML 47K
47: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 44K
48: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 44K
49: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 44K
56: R1 Document and Entity Information HTML 76K
57: R2 Consolidated Balance Sheets HTML 214K
58: R3 Consolidated Balance Sheets (Parenthetical) HTML 76K
59: R4 Consolidated Statements Of Comprehensive Income HTML 166K
60: R5 Consolidated Statements Of Comprehensive Income HTML 45K
(Parenthetical)
61: R6 Consolidated Statements of Cash Flows HTML 242K
62: R7 Consolidated Statements Of Shareholders' Equity HTML 122K
63: R8 Organization, Consolidation and Presentation Of HTML 143K
Financial Statements
64: R9 Summary of Significant Accounting Policies HTML 225K
65: R10 Business Combinations HTML 59K
66: R11 Investments HTML 134K
67: R12 Accounts Receivable HTML 62K
68: R13 Other Current Assets HTML 53K
69: R14 Fixed Assets HTML 59K
70: R15 Goodwill and Intangible Assets HTML 98K
71: R16 Accounts Payable and Accrued Liabilities HTML 58K
72: R17 Loans Payable HTML 64K
73: R18 Notes Payable HTML 78K
74: R19 Convertible Notes HTML 50K
75: R20 Income Taxes HTML 114K
76: R21 Employee Defined Contribution Plan HTML 47K
77: R22 Commitments and Contingencies HTML 75K
78: R23 Redeemable Noncontrolling Interests HTML 63K
79: R24 Shareholders' Equity HTML 95K
80: R25 Earnings Per Share ("Eps") HTML 106K
81: R26 Share-Based Awards Plan HTML 118K
82: R27 Related Party Transactions HTML 78K
83: R28 Segment Reporting HTML 139K
84: R29 Fair Value Measurement HTML 109K
85: R30 Significant Accounting Policies (Policies) HTML 314K
86: R31 Organization, Consolidation and Presentation Of HTML 90K
Financial Statements (Tables)
87: R32 Summary of Significant Accounting Policies HTML 70K
(Tables)
88: R33 Business Combinations (Tables) HTML 55K
89: R34 Investments (Tables) HTML 112K
90: R35 Accounts Receivable (Tables) HTML 61K
91: R36 Other Current Assets (Tables) HTML 54K
92: R37 Fixed Assets (Tables) HTML 57K
93: R38 Goodwill and Intangible Assets (Tables) HTML 97K
94: R39 Accounts Payable and Accrued Liabilities (Tables) HTML 58K
95: R40 Loans Payable (Tables) HTML 56K
96: R41 Notes Payable (Tables) HTML 80K
97: R42 Income Taxes (Tables) HTML 104K
98: R43 Commitments and Contingencies (Tables) HTML 61K
99: R44 Redeemable Noncontrolling Interests (Tables) HTML 57K
100: R45 Shareholders' Equity (Tables) HTML 89K
101: R46 Earnings Per Share ("Eps") (Tables) HTML 116K
102: R47 Share-Based Awards Plan (Tables) HTML 100K
103: R48 Related Party Transactions (Tables) HTML 75K
104: R49 Segment Reporting (Tables) HTML 139K
105: R50 Fair Value Measurement (Tables) HTML 97K
106: R51 Organization, Consolidation and Presentation Of HTML 62K
Financial Statements - Additional Information
(Detail)
107: R52 Financial Statement Balances and Amounts of VIEs HTML 148K
and Subsidiaries Included in Consolidated
Financial Statements After Elimination of
Intercompany Balances and Transactions Among VIEs
and Subsidiaries within Group (Detail)
108: R53 Summary of Significant Accounting Policies - HTML 165K
Additional Information (Detail)
109: R54 Estimated Useful Lives of Fixed Assets (Detail) HTML 65K
110: R55 Weighted Average Useful Lives from Date of HTML 60K
Purchase of Intangible Assets (Detail)
111: R56 Summary of Revenues Disaggregated by Revenue HTML 68K
Source (Detail)
112: R57 Summary of Estimated Fair Values of Assets HTML 73K
Acquired, Liabilities Assumed and Noncontrolling
Interest (Detail)
113: R58 Business Combinations - Additional Information HTML 46K
(Detail)
114: R59 Investments - Short-term Investments - Additional HTML 49K
information (Detail)
115: R60 Investments - Long-term Investments - Additional HTML 116K
information (Detail)
116: R61 Schedule of Unrealized and Realized Gains and HTML 55K
Losses of Equity Securities Without Readily
Determinable Fair Values (Detail)
117: R62 Summarized Financial Information (Detail) HTML 102K
118: R63 Schedule of Investments at Amortized Cost and Fair HTML 115K
Value (Detail)
119: R64 Accounts Receivable (Detail) HTML 53K
120: R65 Movement in Allowance for Doubtful Accounts HTML 52K
(Detail)
121: R66 Other Current Assets (Detail) HTML 62K
122: R67 Fixed Assets (Detail) HTML 70K
123: R68 Fixed Assets - Additional Information (Detail) HTML 56K
124: R69 Goodwill and Intangible Assets - Additional HTML 52K
Information (Detail)
125: R70 Changes in the Carrying Amount of Goodwill HTML 70K
(Detail)
126: R71 Finite-Lived Intangible Assets (Detail) HTML 73K
127: R72 Estimated Amortization Expense Relating to HTML 56K
Existing Intangible Assets with Finite Lives
(Detail)
128: R73 Accounts Payable and Accrued Liabilities (Detail) HTML 75K
129: R74 Loans Payable - Additional Information (Detail) HTML 115K
130: R75 Loans Payable - Schedule of Short Term Loans HTML 58K
(Detail)
131: R76 Loans Payable - Schedule of Short Term Loans HTML 48K
(Parenthetical) (Detail)
132: R77 Notes Payable - Summary of Company Issued and HTML 94K
Publicly Sold Unsecured Senior Notes (Detail)
133: R78 Notes Payable - Additional Information (Detail) HTML 98K
134: R79 Principal Amount and Unamortized Discount and Debt HTML 54K
Issuance Costs (Detail)
135: R80 Repayment of Principal Amount of Long Term Debts HTML 63K
(Detail)
136: R81 Convertible Notes - Additional Information HTML 94K
(Detail)
137: R82 Income Taxes - Additional Information (Detail) HTML 119K
138: R83 Income Before Income Taxes (Detail) HTML 54K
139: R84 Components of Income Tax (Detail) HTML 58K
140: R85 Reconciliation of Effective Income Tax Provision HTML 86K
of Tax Computed By Applying Statutory Income Tax
Rate to Pre-Tax Income (Detail)
141: R86 Tax Effects of Temporary Differences that Gave HTML 83K
Rise to Deferred Tax Balances (Detail)
142: R87 Employee Defined Combination Plan - Additional HTML 46K
Information (Detail)
143: R88 Commitment and Contingencies - Additional HTML 63K
Information (Detail)
144: R89 Future Minimum Payments Under Non-Cancelable HTML 65K
Operating Leases with Initial Terms of One-Year or
More (Detail)
145: R90 Future Minimum Lease Payments For Non-Cancelable HTML 58K
Agreements For Licensed Copyrights and Produced
Content (Detail)
146: R91 Summary of Redeemable Noncontrolling Interest HTML 64K
(Detail)
147: R92 Redeemable Noncontrolling Interests - Additional HTML 65K
Information (Detail)
148: R93 Shareholder's Equity - Additional Information HTML 101K
(Detail)
149: R94 Shareholders' Equity (Detail) HTML 54K
150: R95 Changes in Accumulated Other Comprehensive HTML 82K
Income/(Loss) by Component, Net of Tax (Detail)
151: R96 Tax Effect Allocated to Each Component of Other HTML 52K
Comprehensive Income (Loss) (Detail)
152: R97 Reconciliation of Net Income to Numerator for HTML 54K
Computation of Basic and Diluted Per Share
(Detail)
153: R98 Computation of Basic and Diluted Earnings Per HTML 99K
Class A and Class B Ordinary Share (Detail)
154: R99 Share-Based Awards Plan - Additional Information HTML 133K
of Baidu, Inc. (Detail)
155: R100 Option Activity Baidu. Inc (Detail) HTML 100K
156: R101 Assumptions Used to Estimate Fair Values of Share HTML 67K
Options Granted - Baidu, Inc. (Detail)
157: R102 Restricted Shares Activity (Detail) HTML 70K
158: R103 Share-Based Awards Plan - Option Activity (Detail) HTML 100K
159: R104 Total Share-Based Compensation Cost Recognized HTML 61K
(Detail)
160: R105 Related Party Transactions - Additional HTML 52K
Information (Detail)
161: R106 Related Party Transactions (Detail) HTML 81K
162: R107 Related Party Transactions (Parenthetical) HTML 57K
(Detail)
163: R108 Segment Reporting - Additional Information HTML 45K
(Detail)
164: R109 Summary of Group's Operating Segment Results HTML 115K
(Detail)
165: R110 Fair Value Disclosure and Measurement on Recurring HTML 119K
Basis (Detail)
166: R111 Fair Value Measurements - Additional Information HTML 47K
(Detail)
168: XML IDEA XML File -- Filing Summary XML 250K
167: EXCEL IDEA Workbook of Financial Reports XLSX 175K
50: EX-101.INS XBRL Instance -- bidu-20181231 XML 4.41M
52: EX-101.CAL XBRL Calculations -- bidu-20181231_cal XML 445K
53: EX-101.DEF XBRL Definitions -- bidu-20181231_def XML 1.34M
54: EX-101.LAB XBRL Labels -- bidu-20181231_lab XML 2.51M
55: EX-101.PRE XBRL Presentations -- bidu-20181231_pre XML 1.83M
51: EX-101.SCH XBRL Schema -- bidu-20181231 XSD 347K
169: ZIP XBRL Zipped Folder -- 0001193125-19-076779-xbrl Zip 406K
| EX-4.16 |
Exhibit 4.16
| • | Loan Agreement |
In addition to the above agreements, the contractual agreements with respect to some Consolidated Entities also include a loan agreement with the principal terms and conditions as below.
Parties:
| (1) | an applicable PRC Subsidiary (for the purpose of the Loan Agreement, the “Lender”); and |
| (2) | the Nominee Shareholder(s) of an applicable Consolidated Entity (for the purpose of the Loan Agreement, the “Borrower”). |
Key Terms:
| (1) | The Lender agrees to provide to the Borrower, and the Borrower agrees to accept a loan with a certain principal amount in RMB in accordance with the terms and conditions of the Loan Agreement. |
| (2) | The loan shall be only used by the Borrower for acquiring the equity interest in the Consolidated Entity. |
| (3) | The term of the loan commences from the date when the Borrower receives the loan until ten (10) years after the execution of the Loan Agreement and may be renewed upon written agreement of the parties thereto. |
| (4) | If any of the following events occurs, the Lender may, by serving a written notice to the Borrower, demand that the loan under the Loan Agreement should become due and payable immediately and the Borrower should immediately repay the loan in the manner as specified in the Loan Agreement: |
| (i) | The Borrower resigns from or is dismissed by the Lender or its affiliates; |
| (ii) | The Borrower dies or becomes a person without capacity or with limited capacity for civil acts; |
| (iii) | The Borrower commits a crime or is involved in a crime; |
| (iv) | Any other third party claims more than a specific amount against the Borrower; |
| (v) | Any representations or warranties are proved untrue when such representations or warranties were made by the Borrower or contains any error(s) in any material aspects; or the Borrower breaches any of such representation or warranty; or |
| (vi) | Subject to PRC laws, the Lender has notified the Borrower and/or the Consolidated Entity in writing of exercising its purchase option in accordance with the Exclusive Option Agreement. |
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| (5) | Both parties agree and confirm that, if at the time of the Lender’s exercise of the purchase option under the Exclusive Option Agreement, the lowest purchase price permitted under the then applicable laws and regulations is higher than the original investment price actually paid by the Borrower, the purchase price to exercise the option shall be such lowest price permitted by the applicable law. Both parties agree to execute an Exclusive Option Agreement to specify the above matters. |
| (6) | Both parties agree and confirm that the Nominee Shareholder must repay the loan only in the following manner: if permitted by PRC laws, the Borrower or its successor or assign shall transfer the equity interests in the Consolidated Entity to the Offshore Holding Company/Lender or its designated persons and use the proceeds from such transfer to repay the loan, when the loan is due and the Lender gives a written notice. |
| (7) | The Borrower, among others, covenants that: |
| (i) | He/she/it must not sell, transfer, pledge or otherwise dispose in any other manner of his/her/its equity or other interests in the Consolidated Entity, or allow the creation of other security interests thereon, without the Lender’s prior written consent, except for equity pledges or other rights created for the benefit of the Lender; |
| (ii) | He/she/it must not vote for at shareholder’s meetings of the Consolidated Entity or execute any shareholders’ resolutions approving the sale, transfer, pledge, disposition in any other manner, or the creation of any other security interest on, any legal or beneficial interest in the equity of the Consolidated Entity without the Lender’s prior written consent, except for those for the benefit of the Lender or its designated persons; |
| (iii) | He/she/it must not vote for at shareholder’s meetings of the Consolidated Entity or execute any shareholders’ resolutions approving the Consolidated Entity to merge or combine with, acquire or invest in any entity without the Lender’s prior written consent; |
| (iv) | He/she/it must promptly inform the Lender of any pending or threatened litigation, arbitration or regulatory proceeding concerning the equity interests of the Consolidated Entity; and |
| (v) | He/she/it must not commit any act or omission that may materially affect the assets, business and liabilities of the Consolidated Entity without the Lender’s prior written consent; |
| (vi) | He/she/it must procure the Consolidated Entity to maintain and operate its business and deal with matters prudently and effectively, in accordance with good financial and business rules and practices |
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| (8) | The Borrower further covenants that he/she/it shall cause the Consolidated Entity not to engage in any of the following actions without the Lender’s prior written consent: |
| (i) | To supply, amend or modify its articles of association, or to increase or decrease its registered capital, or to change its capital structure in any way; |
| (ii) | To sell, transfer, mortgage, dispose of in any other manner, or to create other security interest on, any of its assets, business or the legal or beneficial right to its revenues; |
| (iii) | To create, assume, guarantee or permit any liability, except for (i) liabilities incurred in the ordinary course of business, excluding loans; and (ii) liabilities as disclosed to and approved by the Lender in writing; and |
| (iv) | To distribute dividends to its shareholders in any form, except for the case where the Consolidated Entity shall promptly distributable all its distributable profits to each of its shareholders upon the Lender’s request. |
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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 |