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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-4.77 |
Exhibit 4.77
Business Operating Agreement
This Business Operating Agreement (this “Agreement”) is entered into as of June 28, 2018 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong Macau and Taiwan) by and among:
Party A: Baidu Online Network Technology (Beijing) Co., Ltd.
| Registered | Address: Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing |
Party B: Beijing Perusal Technology Co., Ltd.
| Registered | Address: A2 2/F No. 17 Building Zhongguancun Software Park, 8 East Bei Wang Road (W), Haidian District, Beijing |
Party C: Zhixiang Liang, a PRC citizen, ID No.
| And |
Party D: Lu Wang, a PRC citizen, ID No.
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under the laws of the PRC, has the technology expertise and practical experience in the development and design of computer software, as well as rich experience and human resources specializing in information technology and services; |
| 2. | Party B is a limited liability company duly incorporated and validly existing under PRC law, is permitted by Beijing Telecommunications Administration to provide internet information services and other value-added telecommunication services, and is permitted by Beijing Industrial and Commercial Administration to provide internet-based advertising services; |
| 3. | Each of Party C and Party D is a shareholder of Party B owning 50% equity interests in Party B; |
| 4. | Party A and Party B have established business relationship by entering into an Exclusive Technology Consulting and Services Agreement and a supplement thereto (the “Services Agreement”), a Web Layout Copyright License Agreement, a Trademark License Agreement, and a Domain Name License Agreement; and |
| 5. | Pursuant to the above-mentioned agreements between Party A and Party B, Party B shall make certain payments to Party A, and the business operations of Party B will have a material effect on Party B’s ability to make such payments to Party A. |
NOW THEREFORE, the Parties agree as follows through negotiations:
| 1. | Party A agrees, subject to satisfaction of applicable provisions herein by Party B, to be the guarantor of Party B in the contracts, agreements or transactions entered into between Party B and any third party in connection with Party B’s business operations, to provide full guarantees for performance of such contracts, agreements or transactions by Party B. As counter-guarantee, Party B agrees to pledge the accounts receivable in its operations and all of its assets to Party A. Based on the above guarantee arrangement, Party A, when necessary, is willing to enter into written guarantee contracts with Party B’s counterparties to assume the guarantor’s liabilities. Party B, Party C and Party D shall take all necessary actions (including without limitation executing relevant documents and filing relevant registrations) to carry out the counter-guarantee arrangement with Party A. |
| 2. | In consideration of the requirements of Article 1 hereof and to ensure performance of the various business agreements between Party A and Party B and payment by Party B of the amounts payable to Party A thereunder, Party B, Party C and Party D hereby agree that, without Party A’s prior written consent, Party B shall not engage in any transaction that may materially affect its assets, liabilities, rights or operations (other than execution of any business contract or agreement, sale or purchase of any asset by Party B in its ordinary course of business and receipt of legal rights by applicable counterparties as a result thereof), including without limitation the following: |
2.1 To borrow money from any third party or assume any debt;
2.2 To sell to or acquire from any third party any asset or right, including without limitation any intellectual property rights;
2.3 To create any security upon any of its assets or intellectual property rights in favor of any third party; or
2.4 To assign any of its business contracts to any third party.
| 3. | In order to ensure the performance of all of the business agreements between Party A and Party B and the payment by Party B of the amounts payable to Party A thereunder, Party B, Party C and Party D hereby agree to accept advice and guidance provided by Party A from time to time relating to Party B’s policies on matters such as employment and dismissal of employees, daily operations and management, and financial management. |
| 4. | Party B, Party C and Party D hereby agree that Party C and Party D shall appoint the candidate recommended by Party A as directors of Party B, and Party B shall appoint any member recommended by Party A from its senior management to serve as the general manager, financial director and any other senior management position of Party B. If such member of Party A’s senior management terminates its employment with Party A voluntarily or by dismissal of Party A, such member shall be no longer qualified to serve at any position in Party B; under such circumstance, Party B shall appoint any other member recommended by Party A from its senior management to fill the position vacated by such circumstance. Any candidate recommended by Party A to Party B shall meet the qualifications legally required for director, general manager, financial director or any other senior management position. |
| 5. | Party B, Party C and Party D hereby agree and acknowledge that Party B shall seek guaranty from Party A in priority if such guaranty is needed for its performing any contract or borrowing any working capital loan in connection with its business operations; under such circumstance, Party A shall be obliged to provide guaranty to Party B as appropriate in its own discretion. |
2
| 6. | In the event that any agreement between Party A and Party B terminates or expires, Party A shall have the right, but not the obligation, to terminate all agreements between Party A and Party B, including without limitation the Services Agreement. |
| 7. | Any amendment or supplement to this Agreement shall be made in writing. The amendment or supplement duly executed by all parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. |
| 8. | Should any provision of this Agreement be held invalid or unenforceable because of inconsistency with applicable laws, such provision shall be invalid or unenforceable only to the extent of jurisdiction of such applicable laws without affecting the validity or enforceability of the remainder of this Agreement. |
| 9. | None of Party B, Party C or Party D may assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A. Party B, Party C and Party D hereby agree that Party A may assign its rights and obligations under this Agreement as Party A considers it necessary to do so, in which case Party A only needs to give a written notice to Party B and no further consent of Party B is required. |
| 10. | Each party acknowledges and confirms that any oral or written information exchanged pursuant to this Agreement are confidential. Each party shall keep confidential all such information and not disclose any such information to any third party without the prior written consent from the other party except for any information which: (a) is or will become known to the public (without any fault of the receiving party); (b) is required to be disclosed by the applicable laws or rules of stock exchange; or (c) is disclosed by each party to its legal or financial advisor relating to the transactions contemplated by this Agreement, provided that such legal or financial advisor shall comply with the confidentiality provisions set forth in this Article 10. Disclosure of any confidential information by the employee of or any entity engaged by any Party shall be deemed as disclosure by such Party, and such disclosing Party shall be liable for breach under this Agreement. This Article 10 shall survive the invalidity, cancellation, termination or unenforceability of this Agreement for any reason. |
| 11. | This Agreement shall be governed by and construed in accordance with the laws of the PRC. |
| 12. | Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall be resolved by the Parties in good faith through negotiations. IF no resolution is reached by the Parties through negotiations, any Party may submit such dispute to the China International Economic and Trade Arbitration Commission (the “CIETAC”) for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be in Beijing, and the language of the proceedings shall be Chinese. The arbitral award shall be final and binding upon all of the Parties. |
3
| 13. | This Agreement shall be executed by a duly authorized representative of each Party and become effective as of the date first written above. |
| 14. | Once effective, this Agreement shall constitute the entire agreement of the Parties with respect to the subject matters hereof and supersede all prior oral and written agreements and understandings by the Parties with respect to the subject matters hereof. |
| 15. | This Agreement shall remain permanently valid unless early terminated as expressly agreed in this Agreement or by Party A in writing. If the duration of operation (including any extension thereof) of Party A or Party B is expired or terminated for any other reason within the aforesaid term of this Agreement, such Party shall timely renew its duration of operation to enable this Agreement to continue to be valid and implementable. If a Party’s application to renew its duration of operation fails to obtain the approval or consent of any competent authority, this Agreement shall be terminated simultaneously with the expiration or termination of the duration of operation of such Party. |
| 16. | During the term of this Agreement, unless due to commitment of any gross negligence or fraud by Party A towards Party B, none of Party B, Party C or Party D may early terminate or end this Agreement. Notwithstanding the foregoing, Party A shall have the right to terminate this Agreement at any time by issuing a thirty (30) days’ prior written notice to Party B and Party C. |
| 17. | 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 Parties or other addresses designated and notified to such Party from time to time via personal delivery, registered mail, post prepaid mail, recognized express delivery service or fax. The notices shall be deemed to have been duly served (a) upon sent if sent by personal delivery, (b) on the tenth (10th) day after the post-prepaid registered airmail is sent (shown on the postmark) if sent by mail, or on the fourth (4th) day after the notice is handed to an internationally recognized express delivery service; and (c) at the time of receipt shown on the transmission acknowledgement if sent via fax. |
| Party A: | Baidu Online Network Technology (Beijing) Co., Ltd. | |||
| Address: | 3/F, Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
| Attention: | Hailong Xiang | |||
| Fax: | Tel: | |||
| Party B: | Beijing Perusal Technology Co., Ltd. | |||
| Address: | A2 2/F No. 17 Building Zhongguancun Software Park, 8 East Bei Wang Road (W), Haidian District, Beijing | |||
| Attention: | Hailong Xiang | |||
| Fax: | ||||
| Tel: | ||||
| Party C: | ||||
| Address: | Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
| Attention: | Zhixiang Liang | |||
| Fax: | ||||
| Tel: | ||||
| Party D: |
||||
| Address: |
Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing | |||
| Attention: |
||||
4
| 18. | This Agreement is made in four originals, with each party holding one original. All originals shall have the same legal effect. |
(No text below)
5
(Signature page)
IN WITNESS THEREOF, 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: | /s/ Hailong Xiang | |
| Title: | Legal Representative | |
| Party B: | ||
| Beijing Perusal Technology Co., Ltd. (seal) | ||
| Signature: | /s/ Hailong Xiang | |
| Title: | Legal Representative | |
| Party C: | ||
| Zhixiang Liang | ||
| Signature: | /s/ Zhixiang Liang | |
| Party D: | ||
| Lu Wang | ||
| Signature: | /s/ Lu Wang | |
6
Beijing Perusal Technology Co., Ltd.
Shareholders Resolution
All shareholders of Beijing Perusal Technology Co., Ltd. (the “Company”) convened an extraordinary meeting at the conference room of the Company on June 28, 2018. The required quorum of the meeting is fulfilled with presence of two shareholders exercising 100% votes of all shareholders of the Company. The following resolutions are adopted at the meeting:
1. Approving the Company’s execution, delivery and performance of the Business Operating Agreement with Baidu Online Network Technology (Beijing) Co., Ltd., and/or the shareholders of the Company, and the Exclusive Equity Purchase and Transfer Option Agreement and the Proxy Agreement with Lu Wang (being a new shareholder of the Company), Baidu, Inc., and/or Baidu Online Network Technology (Beijing) Co., Ltd.
2. Authorizing the legal representative of the Company to, on behalf of the Company, execute the agreements and documents contemplated in Section 1 with the parties thereto, and take all actions necessary to complete the transactions contemplated under this Resolution.
It is hereby resolved.
(No text below)
(Signature page of Shareholders Resolution of Beijing Perusal Technology Co., Ltd.)
For and on behalf of all shareholders:
| Zhixiang Liang | Lu Wang | |||||
| Signature: | /s/ Zhixiang Liang |
Signature: | /s/ Lu Wang | |||
Baidu Online Network Technology (Beijing) Co., Ltd.
Decision of General Manager
Hailong Xiang, being the General Manager of Baidu Online Network Technology (Beijing) Co., Ltd. (the “Company”), hereby decides as follows in writing on June 28, 2018 pursuant to the articles of association of the Company:
1. Approving the Company’s execution, delivery and performance of the Business Operating Agreement with Beijing Perusal Technology Co., Ltd. and/or its shareholders.
2. Approving the Company’s execution, delivery and performance of the Loan Agreement and the Equity Pledge Agreement with Beijing Perusal Technology Co., Ltd. and/or Lu Wang (being a new shareholder of Beijing Perusal Technology Co., Ltd.).
3. Approving the Company’s execution, delivery and performance of the Exclusive Equity Purchase and Transfer Option Agreement with Baidu, Inc., Beijing Perusal Technology Co., Ltd. and/or Lu Wang (being a new shareholder of Beijing Perusal Technology Co., Ltd.).
4. Authorizing the legal representative of the Company to, on behalf of the Company, execute the foregoing agreements and documents with the parties thereto, and take all actions necessary to complete the transactions contemplated under this Resolution.
It is hereby decided.
(No text below)
(Signature page of Decision of General Manager of Baidu Online Network Technology (Beijing) Co., Ltd.)
| Hailong Xiang | ||
| Signature: | /s/ Hailong Xiang | |
Baidu Online Network Technology (Beijing) Co., Ltd.
Shareholder Resolution
Baidu Holdings Limited, being the sole shareholder of Baidu Online Network Technology (Beijing) Co., Ltd. (the “Company”), hereby resolves as follows in writing on June 28, 2018 pursuant to the articles of association of the Company:
1. Approving the Company’s execution, delivery and performance of the Business Operating Agreement with Beijing Perusal Technology Co., Ltd. and/or its shareholders.
2. Approving the Company’s execution, delivery and performance of the Loan Agreement and the Equity Pledge Agreement with Beijing Perusal Technology Co., Ltd. and/or Lu Wang (being a new shareholder of Beijing Perusal Technology Co., Ltd.).
3. Approving the Company’s execution, delivery and performance of the Exclusive Equity Purchase and Transfer Option Agreement with Baidu, Inc., Beijing Perusal Technology Co., Ltd. and/or Lu Wang (being a new shareholder of Beijing Perusal Technology Co., Ltd.).
4. Authorizing the legal representative of the Company to, on behalf of the Company, execute the foregoing agreements and documents with the parties thereto, and take all actions necessary to complete the transactions contemplated under this Resolution.
It is hereby resolved.
(No text below)
(Signature page of Shareholder Resolution of Baidu Online Network Technology (Beijing) Co., Ltd.)
For and on behalf of:
| Baidu Holdings Limited (seal) | ||
| Signature: | /s/ Yihong Li | |
| Title: | Director | |
Beijing Perusal Technology Co., Ltd.
Shareholders Resolution
All shareholders of Beijing Perusal Technology Co., Ltd. (the “Company”) convened an extraordinary meeting at the conference room of the Company on June 28, 2018. The required quorum of the meeting is fulfilled with presence of two shareholders exercising 100% votes of all shareholders of the Company. The following resolutions are adopted at the meeting:
1. Approving transfer of 50% equity interests in the Company (representing a registered capital of the Company equal to RMB1,580,000,000) held by Xiaodong Wang, a shareholder of the Company, to Lu Wang at the price of RMB1,598,440,000.
2. Each of the shareholders of the Company hereby waives its right of first refusal relating to the transfer contemplated in Section 1.
3. Approving to include Lu Wang as a new shareholder of the Company, and the presence of both Lu Wang and Zhixiang Liang shall be the required quorum of any shareholders meeting of the Company to be held hereafter.
4. Approving amendment to the articles of the Company.
5. Authorizing the legal representative of the Company to, on behalf of the Company, execute the foregoing agreements and documents with the parties thereto, and take all actions necessary to complete the transactions contemplated under this Resolution.
It is hereby resolved.
(No text below)
(Signature page of Shareholders Resolution of Beijing Perusal Technology Co., Ltd.)
For and on behalf of all shareholders:
| Zhixiang Liang | Xiaodong Wang | |||||||
| Signature: | /s/ Zhixiang Liang |
Signature: | /s/ Xiaodong Wang | |||||
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/19 | 6-K | ||
| For Period end: | 12/31/18 | |||
| 6/28/18 | ||||
| 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 |