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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-4.58 |
Exhibit 4.58
Amended and Restated Loan Agreement
This Amended and Restated Loan Agreement (this “Agreement”) is made as of May 7, 2018 in Beijing, by and between:
Party A: Baidu Online Network Technology (Beijing) Co., Ltd.
Registered Address: 3/F, No. 10 Shangdi 10th Street, Haidian District, Beijing
Party B: Hailong Xiang
ID Card No.
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (the “PRC”); |
| 2. | Party B is a Chinese citizen holding 0.5% equity interests in Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”); and |
| 3. | Party A and Party B have entered into an Loan Agreement dated March 31, 2018 (the “Original Loan Agreement”), under which Party A lent a loan equal to RMB10,856,400 to Party B for payment of the price of its acquiring 0.5% equity interests in Baidu Netcom. Party A and Party B intend to enter into this Agreement to replace the Original Loan Agreement and set forth their respective new rights and obligations. |
NOW, THEREFORE, Party A and Party B agree as follows through negotiations:
| 1. | Pursuant to the terms and subject to the conditions of this Agreement, Party A agrees to provide to Party B and Party B agrees to accept, a loan at an aggregate amount of RMB32,106,400. |
| 2. | Party B confirms its receipt of the loan and has applied the loan in its entirety to pay the price for its acquiring equity interests in Baidu Netcom. |
| 3. | The term of the loan under this Agreement shall commence on the day of receipt of the loan by Party B until the 10th anniversary of the date on which this Agreement is executed, which term is renewable upon agreement by the Parties in writing; provided, however, that the loan provided hereunder could be accelerated for immediate repayment by Party B pursuant to this Agreement at the request of Party A in writing at any time during the term of the loan or any renewal thereof if: |
| (1) | Party B resigns from or is dismissed by Party A or any affiliate of Party A; |
| (2) | Party B is dead, without civil legal capacity or with limited civil legal capacity; |
| (3) | Party B is found with criminal offense or involvement therein; |
| (4) | A claim is raised against Party B by any third party for an amount exceeding RMB100,000; or |
| (5) | Subject to the laws of the PRC, Party A or any of its nominees may make investment in Baidu Netcom for operation of value-added telecommunication services and other services, such as internet information services, and Baidu, Inc. or any of its nominees has elected to exercise its option by issuing a written notice to Party B to purchase the equity interests in Baidu Netcom under the Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement referenced in article 4 hereof. |
| 4. | It is agreed and acknowledged that, subject to and to the extent permitted by the laws of the PRC, Baidu, Inc., as the holding company of Party A, shall have the right but no obligation to purchase or nominate any other person (including any natural person, legal entity or other entity) to purchase all or any part of the equity interests in Baidu Netcom held by Party B (the “Call Option”), provided that Baidu, Inc. shall issue a written notice to Party B to exercise the Call Option. Upon Baidu, Inc.’s issuance of such written notice, Party B shall, as requested and instructed by Party A, immediately transfer all of its equity interests in Baidu Netcom to Baidu, Inc. or any of its nominees at the original investment price (the “Original Investment Price”) or any other price acceptable to Baidu, Inc. required under applicable laws. It is agreed and acknowledged that upon exercising the Call Option by Baidu, Inc., if the lowest price of the equity interests permitted under applicable laws is higher than the Original Investment Price, the price payable by Baidu, Inc. or any of its nominees shall be the lowest price permitted under applicable laws. The Parties agree to enter into an Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement with respect to the foregoing in this Article 4. |
| 5. | It is agreed and acknowledged that Party B shall repay the loan only as follows: upon its maturity and at the request of Party A in writing, the loan provided hereunder shall be repaid by Party B (or any of its heirs, successors or assigns) with the proceeds from transfer of its equity interests in Baidu Netcom to Baidu, Inc. or any of its nominees to the extent permitted under the PRC laws, or otherwise agreed by the Parties. |
| 6. | It is agreed and acknowledged that in connection with transfer of the equity interests by Party B to Baidu, Inc. or any of its nominees upon maturity of the loan, if the proceeds from such transfer are legally required to or otherwise exceed the principal of the loan, Party B agrees to pay such excess amount, net of any individual income tax and other taxes and fees payable by Party B, to Baidu, Inc. or any of its nominees at sole decision of Baidu, Inc. to the extent permissible by the law. |
| 7. | It is agreed and acknowledged that Party B shall not be deemed to have fulfilled its obligations under this Agreement until: |
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| (1) | it has transferred all of its equity interests in Baidu Netcom to Baidu, Inc. or any of its nominees; and |
| (2) | it has paid to Party A all of the proceeds from the equity interest transfer or the maximum amount thereof permitted under applicable laws (including principal and the highest interest accrued thereupon permitted under applicable laws) as repayment of the loan. |
| 8. | To secure performance of its obligations under this Agreement, Party B agrees to pledge all of his equity interests in Baidu Netcom to Party A (the “Equity Pledge”). It is acknowledged that an Amend and Restated Equity Pledge Agreement in respect of the foregoing in this Article 8 has been made as of [ ], 2018. |
| 9. | As of the date hereof, Party A represents and warrants to Party B that: |
| (1) | Party A is a wholly foreign-owned enterprise incorporated and validly existing under the laws of the PRC; |
| (2) | Party A has the right to execute and perform this Agreement. The execution and performance of this agreement by Party A comply with its business scope, articles or any other organization document, and Party A has obtained all approvals and authorizations necessary and appropriate for its execution and performance of this Agreement; |
| (3) | The principal of the loan to Party B is legally owned by Party A; |
| (4) | Execution and performance of this Agreement by Party A does not violate any law, regulation, approval, authorization, notice or other governmental document by which it is bound or affected, or any agreement between Party A and any third party, or any covenant made by Party A to any third party; and |
| (5) | This Agreement, once executed, shall constitute legal, valid obligations of Party A and enforceable against Party A in accordance with its terms. |
| 10. | As of the date hereof until the end of this Agreement, Party B represents and warrants to Party A that: |
| (1) | Baidu Netcom is a limited liability company incorporated and validly existing under the laws of the PRC and Party B is a legal holder of the equity interests in Baidu Netcom; |
| (2) | Party B has the right to execute and perform this Agreement. The execution and performance by Party B of this Agreement comply with the articles or any other organizational document of Baidu Netcom, and Party B has obtained all approvals and authorizations necessary and appropriate for its execution and performance of this Agreement; |
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| (3) | Execution and performance of this Agreement by Party B does not violate any law, regulation, approval, authorization, notice or other governmental document by which it is bound or affected, or any agreement between Party B and any third party, or any covenant made by Party B to any third party; |
| (4) | This Agreement, once executed, shall constitute legal, valid obligations of Party B and enforceable against Party B in accordance with its terms; |
| (5) | Party B has made all contributions required by law for its holding equity interests in Baidu Netcom; |
| (6) | Unless otherwise provided under the Amended and Restated Equity Pledge Agreement and the Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement, Party B does not create any mortgage, pledge or other security over its equity interests in Baidu Netcom, or make any offer to any third party to transfer its equity interests, or make any promise as to any offer to purchase its equity interests from any third party, or execute any agreement with any third party to transfer its equity interests; |
| (7) | There are no pending or potential disputes, litigation, arbitration, administrative proceedings or other legal proceedings in connection with the equity interests in Baidu Netcom held by Party B; and |
| (8) | Baidu Netcom has completed all necessary governmental approvals, licenses, registrations and filings. |
| 11. | Party B undertakes that during the term of this Agreement, it shall: |
| (1) | not sell, transfer, pledge or otherwise dispose of its equity interests or other interests in Baidu Netcom, or to allow creation of any other security interest thereupon without the prior written consent of Party A, except for the equity pledge or other right created for the benefit of Party A; |
| (2) | not vote for, support or execute any shareholder resolutions at Baidu Netcom’s shareholder’s meetings permitting sale, transfer, pledge or other disposal of any of its legal or beneficiary ownership of the equity interests in Baidu Netcom or creation of any other security interest thereupon without the prior written consent of Party A, except for those made to Party A or any of its nominees; |
| (3) | not vote for, support or execute any shareholder resolutions at Baidu Netcom’s shareholder meetings permitting Baidu Netcom to merge or combine with, or acquire or invest in, any person without Party A’s prior written consent; |
| (4) | promptly inform Party A of any pending or threatened litigation, arbitration or administrative proceeding relating to the equity interests of Baidu Netcom; |
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| (5) | 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 its ownership of equity interests in Baidu Netcom; |
| (6) | refrain from any act and/or omission that may materially affect the assets, business and liabilities of Baidu Netcom without the prior written consent of Party A; |
| (7) | appoint any person nominated by Party A as executive director of Baidu Netcom, upon Party A’s request; |
| (8) | in connection with Party A’s exercise of the Call Option provided hereunder, transfer promptly and unconditionally all equity interests in Baidu Netcom held by Party B to Party A and/or any of its nominees, to the extent and within the scope permissible under the laws of the PRC; |
| (9) | not request Baidu Netcom to distribute dividends or profits to it; |
| (10) | upon transfer of its equity interests in Baidu Netcom to Party A or any of its nominees, pay the entire proceeds received by it from transfer of the equity interests to Party A as repayment of the loan or otherwise to the extent permitted under the laws of the PRC; and |
| (11) | strictly comply with the terms of this Agreement, perform the obligations under this Agreement, and refrain from any act or omission that could affect the validity and enforceability of this Agreement. |
| 12. | Party B undertakes that in its capacity of a shareholder of Baidu Netcom and during the term of this Agreement, it shall procure Baidu Netcom: |
| (1) | not to 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; |
| (2) | to maintain its existence and handle matters prudently and affectively in accordance with good financial and business rules and practices; |
| (3) | not to sell, transfer, mortgage or otherwise dispose of, nor to permit the creation of any other security interest on, any of its legal or beneficial interests in its assets, business or income without the prior written consent of Party A, at any time as of the date of this Agreement; |
| (4) | not to incur, succeed, guarantee or permit the existence of any liabilities without the prior written consent of Party A, except for any liabilities (i) arising from the ordinary or day-to-day course of business instead of through Party B; and (ii) disclosed to Party A or approved by Party A in writing; |
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| (5) | to operate all businesses on a continued basis and maintain the value of its assets; |
| (6) | not to execute any material contracts (for the purpose of this Section 12(6), a contract will be deemed material if its value exceeds RMB500,000) without the prior written consent of Party A, other than those executed during the ordinary course of business; |
| (7) | to provide all information regarding its operations and financial affairs at Party A’s request; |
| (8) | not to merge or combine with, acquire or invest in, any other person without the prior written consent of Party A; |
| (9) | not to distribute dividends to the shareholders without the prior written consent of Party A, and upon Party A’s request, to promptly distribute all distributable profits to the shareholders. |
| (10) | to promptly inform Party A of any pending or threatened litigation, arbitration or administrative proceeding relating to its assets, business or revenue; |
| (11) | to 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 its ownership of its assets; and |
| (12) | to strictly comply with the terms of the Exclusive Technology Consulting and Services Agreement dated March 1, 2004, the Exclusive Technology Consulting and Services Supplementary Agreement dated August 9, 2004, and the Exclusive Technology Consulting and Services Agreement dated March 22, 2005, each by Baidu Netcom and Party A (collectively, the “Service Agreement”) and other agreements, duly perform its obligations thereunder, and refrain from any act or omission that could affect the validity and enforceability thereof. |
| 13. | This Agreement is binding upon, and inures the benefit of, each of the Parties and their respective heirs, successors and permitted assigns. Without prior written consent of Party A, Party B shall not transfer, pledge or otherwise assign any of its rights, interests or obligations 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. |
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| 15. | Execution, validity, interpretation, performance, amendment, termination and dispute resolution of this Agreement are governed by the laws of the PRC. |
| 16. | Arbitration |
| (1) | Both Parties shall strive to resolve any dispute, conflicts, or claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) of this Agreement through negotiations in good faith. If no resolution is made within thirty (30) days after one Party requests for such resolution, either Party may submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its then-effect rules. The arbitration award shall be final and conclusive and binding upon the Parties. |
| (2) | The place of the arbitration shall be Beijing. |
| (3) | The arbitration language shall be Chinese. |
| 17. | This Agreement shall be made as of the date of its execution, and the Parties agree and confirm that the terms and conditions of this Agreement will become effective from the date when Party B receives the loan and expire on the date when each Party has completed its obligations hereunder. |
| 18. | Party B shall not terminate or revoke this Agreement under any circumstances unless (1) Party A is found with gross negligence, fraud, or other material misconduct; or (2) Party A is in 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. |
| 20. | This Agreement constitutes the entire agreements of the Parties with respect to the transaction herein and supersedes all prior verbal discussions and written agreements between the Parties, including without limitation the Original Loan Agreement. The Original Loan Agreement shall terminate as of the date on which this Agreement becomes effective and cease to have any effect upon the Parties. |
| 21. | This Agreement is severable. The invalidity or unenforceability of any term shall not affect the validity or enforceability of the remainder of this Agreement. |
| 22. | Each Party shall strictly protect the confidentiality of any information regarding the other Party’s business, operation, financial situation or other confidential information obtained under this Agreement or during the performance of this Agreement. |
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| 23. | Any obligation that is accrued or becomes due prior to expiry or early termination of this Agreement shall survive such expiry or early termination. Sections 15, 16, and 22 shall survive expiry or termination of this Agreement. |
| 24. | This Agreement shall be executed in two originals, and each Party shall hold one thereof. Both originals shall have the same legal effect. |
(No text below)
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[Signature page only]
IN WITNESS WHEREOF, each Party has executed or caused this Agreement to be executed by its legal or authorized representative on its behalf as of the date first written above.
Party A:
| Baidu Online Network Technology (Beijing) Co., Ltd. (seal) | ||
| Signature: | ||
Party B:
| Hailong Xiang | ||
| Signature: | /s/ Hailong Xiang | |
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/19 | 6-K | ||
| For Period end: | 12/31/18 | |||
| 5/7/18 | ||||
| 3/31/18 | ||||
| 3/22/05 | ||||
| 8/9/04 | ||||
| 3/1/04 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Baidu, Inc. 20-F 12/31/23 159:24M Donnelley … Solutions/FA 3/22/23 Baidu, Inc. 20-F 12/31/22 164:28M Donnelley … Solutions/FA 3/28/22 Baidu, Inc. 20-F 12/31/21 168:26M Donnelley … Solutions/FA 3/09/21 Baidu, Inc. 20-F 12/31/20 166:25M Donnelley … Solutions/FA |