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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-4.60 |
Exhibit 4.60
Proxy Agreement
This Proxy Agreement (this “Agreement”) is made as of March 31, 2018 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong, Macau and Taiwan) by and between:
| Party A: | Baidu, Inc., with registered address at M&C Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands; |
And
| Party B: | Yanhong Li, with ID No. |
WHEREAS:
| 1. | Party B is a citizen of the PRC and shareholder of Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”). As of the date hereof, Party B holds 99.5% equity interests in Baidu Netcom (“Party B’s Equity”). |
| 2. | Pursuant to the terms and subject to the conditions of this Agreement, Party B agrees to authorize a PRC company or individual designated by Party A to exercise its rights as a shareholder of Baidu Netcom on its behalf, and Party A agrees to accept such authorization. |
NOW, THEREFORE, the Parties hereby agree as follows:
| 1. | Party B hereby agrees to irrevocably authorize any entity or individual designated by Party A to exercise on its behalf all of the voting and other rights as a shareholder empowered by the law and Baidu Netcom’s articles of association at the shareholders’ meeting of Baidu Netcom, including without limitation any right regarding sale, transfer, pledge or disposal of all or part of Party B’s equity interests in Baidu Netcom; convening, attending and presiding over shareholders’ meeting of Baidu Netcom as an authorized representative of Baidu Netcom’s shareholders; electing and replacing any executive director, director, supervisor, principal and other senior management; considering and approving profit distribution and loss make-up plans of Baidu Netcom; adopting resolution regarding merger, division, liquidation or change of status of Baidu Netcom; deciding upon the business strategy and investment plan of Baidu Netcom; and amending articles of association of Baidu Netcom. |
| 2. | Party A agrees to designate any entity or individual permitted under applicable laws to accept the authorization of Party B under Article 1 hereof, and such entity or individual shall exercise Party B’s voting and other rights as a shareholder on behalf of Party B under this Agreement. As of the date hereof, Party A hereby designates Hailong Xiang as the authorized individual to exercise voting and other rights as a shareholder on behalf of Party B under this Agreement. For avoidance of any doubt, Party A shall have the discretion to replace any entity or individual designated by it or designate any other entity or individual to exercise such voting and other rights on behalf of Party B. |
| 3. | Party B hereby acknowledges that, regardless of any change of its equity interests in Baidu Netcom, any entity or individual designated by Party A shall be authorized to exercise all of the voting and other rights as a shareholder on behalf of Party B. |
| 4. | Party B hereby acknowledges that if Party A withdraws its designation of the authorized entity or individual, it shall immediately withdraw its authorization to such entity or individual, and authorize any other entity or individual designated by Party A to exercise all of its voting and other rights as a shareholder at the shareholders’ meeting of Baidu Netcom. During the term of this Agreement, Party B waives and cease to exercise by itself any and all of the rights relating to Party B’s Equity that have been authorized to Party A under this Agreement. |
| 5. | This Agreement shall be effective upon execution by the Parties or their respective legal or authorized representatives as of the date first written above. This Agreement shall remain permanently valid unless otherwise expressly provided hereunder or terminated by Party A in writing. If any Party’s operating term expires during the term of this Agreement, such Party shall timely renew its operating term to enable this Agreement to be continually valid and implementable. If any Party’s application to renew its operating term fails to obtain approval or consent from competent authority, this Agreement shall terminate upon the end of such Party’s operating term, unless such Party has transferred its rights and obligations pursuant to Article 10 hereof. |
| 6. | This Agreement shall remain valid as long as Party B is a holder of any equity interest in Baidu Netcom. During the term of this Agreement, unless otherwise required by law, Party B may not cancel, early terminate or end this Agreement. Notwithstanding the foregoing, Party A shall have the right to terminate this Agreement at any time with a written notice to Party B no less than thirty (30) days in advance. |
| 7. | No amendment to this Agreement shall be made unless by agreement of the Parties in writing. Any duly executed amendment or supplement hereto by the Parties is an integral part of, and shall have the same binding effect with, this Agreement. |
| 8. | Should any provision hereof be held invalid or unenforceable due to its inconsistency with any applicable law, such provision shall be deemed invalid only to the extent governed by such law without affecting the validity of the remainder hereof. |
| 9. | All notices or other correspondences required to be sent by any Party hereunder shall be made in Chinese and delivered to the following addresses of the other Party or any other address designated and notified to such Party from time to time by hand, mail or fax. The notices shall be deemed to have been duly served (a) on the day of delivery if it is sent by hand, (b) on the tenth (10th) day after it is sent by post-prepaid registered airmail (with marking of the mailing day on the postmark), or on the fourth (4th) day after the notice is handed to an internationally recognized express delivery service; (c) at the time of receipt shown on the transmission acknowledgement if it is sent by fax; and (d) on the day of successful delivery if it is delivered by electronic mail evidenced by the confirmation generated from the mail delivery system or without receipt of delivery failure or return message from the mail delivery system within 24 hours. |
2
| Party A: | Baidu, Inc. | |||
| Address: | M&C Services Limited, PO Box 309, Ugland House, Grand Cayman, |
KY1-1104, Cayman Islands
| Attention: | Yanhong Li |
Fax:
Tel:
Party B:
Address:
Fax:
Tel:
| 10. | Unless with Party A’s prior written consent, Party B shall not transfer its rights and obligations hereunder to any third party. Party B hereby agrees that Party A may assign its rights and obligations under this Agreement at its own discretion provided that Party A is required to give a written notice to such effect to Party B, and no further consent of Party B is required thereof. |
| 11. | Both Parties acknowledge and confirm that any oral or written information exchanged between the Parties in connection with this Agreement are confidential, and both Parties shall keep all such information confidential and not disclose any such information to any third person, except for the information which: (a) is known or will be known by the public (not resulting from unauthorized disclosure by the Party receiving such information); (b) is required to be disclosed by applicable laws or rules or regulations of a stock exchange; or (c) needs to be disclosed to a Party’s legal or financial advisor in connection with the transaction contemplated hereby, provided that such advisor shall be subject to confidential obligations similar to those provided in this Article. Disclosure by any employee of or entity engaged by any Party shall be deemed disclosure by such Party, and such disclosing Party shall be held liable for breach of this Agreement. This Article shall survive any invalidity, amendment, termination, dissolution or unenforceability of this Agreement for any reason whatsoever. |
| 12. |
| (1) | The formation, validity, interpretation, performance, amendment and termination of and resolution of any dispute under this Agreement shall be governed by the laws of the PRC. |
| (2) | Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall first be resolved by the Parties in good faith through negotiations. If negotiations fail, any Party may submit such dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The arbitration shall be held in Beijing and the arbitration language shall be Chinese. The arbitral award shall be final and binding upon both Parties. |
| 13. | This Agreement, once becoming effective, constitutes the entire agreements and understandings between the Parties with respect to the subject matter hereof, and supersedes in their entirety all prior oral and written agreements and understandings between the Parties with respect to the subject matter hereof. |
3
| 14. | 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)
4
(Signature page)
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, Inc. | ||
| Signature: | /s/ Yanhong Li | |
| Title: | Director | |
| Party B: | ||
| Yanhong Li | ||
| Signature: | /s/ Yanhong Li | |
5
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/19 | 6-K | ||
| For Period end: | 12/31/18 | |||
| 3/31/18 | ||||
| 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 |