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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-4.13 |
Exhibit 4.13
• | Proxy Agreement/Power of Attorney |
To effectuate the proxy arrangement regarding the shareholder rights of the Nominee Shareholders, the relevant parties entered into a specific proxy agreement, or the Nominee Shareholder(s) issued a power of attorney to the PRC Subsidiary.
A. | Proxy Agreement |
Parties:
(1) | An Offshore Holding Company or its applicable PRC Subsidiary (as applicable) (for the purpose of the Proxy Agreement, the “Authorized Party”); and |
(2) | the Nominee Shareholder(s) of the applicable Consolidated Entity (for the purpose of the Proxy Agreement, the “Authorizer”). |
Key Terms:
(1) | The Authorizer agrees to irrevocably entrust the person designated by the Authorized Party to exercise on his/her/its behalf all shareholder’s voting rights and other shareholder’s rights at the shareholders’ meeting of the applicable Consolidated Entity in accordance with PRC law and such Consolidated Entity’s articles of association, including, but not limited to, with respect to (i) the sale or transfer of all or part of the Authorizer’s equity interests in such Consolidated Entity, (ii) convening, attending and holding shareholders’ meetings of such Consolidated Entity, (iii) the appointment and election of the directors (or the executive director), supervisor, manager and other senior management officer of such Consolidated Entity, (iv) reviewing and approving the profit distribution scheme and loss recovery scheme of such Consolidated Entity, (v) adoption of the merger with any other entity, separation, liquidation or change of the corporation form of such Consolidated Entity, (vi) approval of the business and investment plan of such Consolidated Entity, and (vii) amendment to such Consolidated Entity’s articles of association. |
(2) | The Authorized Party agrees to designate a person to accept the entrustment by the Authorizer pursuant to the Proxy Agreement, and such person shall represent the Authorizer in the exercise of such Authorizer’s voting rights and other shareholder rights pursuant to the Proxy Agreement. |
(3) | The Authorizer acknowledges that, regardless of the change of his/her equity interests in the Company, he/she/it shall entrust the person designated by the Authorized Party with all of his/her/its voting rights and other shareholder rights. |
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(4) | The Authorizer acknowledges that if the Authorized Party withdraws the appointment of the relevant person to whom the Authorizer has entrusted his/her voting rights and other shareholder rights, such Authorizer will withdraw his/her authorization for this person and authorize other persons designated by the Authorized Party to exercise his/her/its voting rights and other shareholder’s rights at the shareholders’ meeting of the Consolidated Entity. |
(5) | Under some of the Proxy Agreements, the Authorized Party may request the Authorizer to issue a separate power of attorney to further set forth the above authorization. |
(6) | The Proxy Agreement will be in effect for an unlimited term as long as the Authorizer holds any equity interest in the Consolidated Entity. |
B. |
Shareholder(s) of certain Consolidated Entities issued a Power of Attorney which was accepted by the applicable PRC Subsidiary and acknowledged by such Consolidated Entity.
Parties:
(1) | the applicable Consolidated Entity; |
(2) | the Nominee Shareholder(s) of such Consolidated Entity (for the purpose of the Power of Attorney, the “Authorizer”); and |
(3) | the applicable PRC Subsidiary (for the purpose of the Power of Attorney, the “Authorized Party”). |
Key Terms:
(1) | The Authorized Party is authorized, as the Authorizer’s sole and exclusive agent and attorney, to act on behalf of such Authorizer with respect to all rights and matters concerning the equity interests such Authorizer holds in the Consolidated Entity that (the “Authorizer’s Equity Interest”), including without limitation to: (i) convening and attending shareholders’ meetings of the Consolidated Entity; (ii) exercising all of the shareholder’s rights and shareholder’s voting rights that the Authorizer is entitled to under the laws of China and the articles of association of such Consolidated Entity; (iii) handling the sale, transfer, pledge or disposition of the Authorizer’s Equity Interest (in part or in whole), including without limitation executing all necessary equity transfer documents and other documents for disposal of the Authorizer’s Equity Interest and fulfilling all necessary procedures; (iv) representing the Authorizer in executing any resolutions and minutes as a shareholder (and a director) of such Consolidated Entity; (v) nominating, electing, designating, appointing or removing on behalf of such Authorizer the legal representative, directors, supervisors, general managers, chief executive officer and other senior management members of such Consolidated Entity; and (vi) approving the amendments to the company’s articles of association. Without written consent by the Authorized Party, the Authorizer has no right to increase, decrease, transfer, pledge, or by any other manner to dispose or change the Authorizer’s Equity Interest. |
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(2) | The Authorized Party shall have the power and authority to, on behalf of the Authorizer, execute all and any supplementary agreements, ancillary documents, modifications, and/or amended and restated versions in relation to the contractual arrangements, by and among the Authorized Party, the Consolidated Entity and/or the Authorizer, and any documents and agreements the Authorizer shall sign as required in the aforesaid contractual arrangements (including without limitation the “Equity Transfer Contract” as required under the Exclusive Option Agreement (as defined below)), and perform the obligations under the aforesaid contractual arrangements. |
(3) | All the actions associated with the Authorizer’s Equity Interest conducted by the Authorized Party shall be deemed as such Authorizer’s own actions, and all the documents related to the Authorizer Equity Interest executed by the Authorized Party shall be deemed to be executed by such Authorizer. The Authorizer shall acknowledge and ratify the actions taken by the Authorized Party and the documents executed by the Authorized Party in relation to the Authorizer’s Equity Interest. |
(4) | The Authorizer agrees that the Authorized Party has the right to re-authorize or assign one or multiple matters and its rights related to such matters under the Power of Attorney to any other person or entity at its own discretion and without obtaining the prior consent of the Authorizer. If required by PRC laws, the Authorized Party shall designate a qualified PRC citizen to handle such matters and exercise such rights as set forth in the Power of Attorney. |
(5) | In the Power of Attorneys regarding certain Consolidated Entity, the Authorizer covenants to, during the terms of the Power of Attorney and subject to the PRC laws, return and deliver the share dividend and any other assets that he/she/it receives from the distribution of the Consolidated Entity within three (3) days after he/she/it receives such proceeds and assets. |
(6) | The Proxy Agreement will be in effect for an unlimited term as long as the Authorizer holds any equity interest in the Consolidated Entity. |
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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 |