Ticker: BIDU, Company: Baidu, Inc., Type: 20-F, Date: 2012-03-29, XBRL Interactive Financials
Original SEC Filing: Click here
Webplus: BIDU/20120329/20-F/1/000.htm SEC Original: d243699d20f.htm
Page INTRODUCTION 1 1 PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 36 Item 4A. Unresolved Staff Comments 66 Item 5. Operating and Financial Review and Prospects 66 Item 6. Directors, Senior Management and Employees 90
Webplus: BIDU/20120329/20-F/2_EX-4.6/000.htm SEC Original: d243699dex46.htm
Supplementary Agreement to Exclusive Technology Consulting and Services Agreement (No. 18) Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu Netcom Science Technology Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China WHEREAS: Parties
Webplus: BIDU/20120329/20-F/3_EX-4.16/000.htm SEC Original: d243699dex416.htm
Supplementary Agreement to the Loan Agreement This Supplementary Agreement to the Loan Agreement (the Agreement) is entered into as of January 11, 2011 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu Netcom
Webplus: BIDU/20120329/20-F/4_EX-4.25/000.htm SEC Original: d243699dex425.htm
Supplementary Agreement to Exclusive Technology Consulting and Services Agreement (No. 18) Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Beijing Perusal Technology Co., Ltd. Address: Room A2, 2/F, No.17 Building, Zhongguancun Software Park, No.8 Northeast Wangxi Road, Haidian District, Beijing WHEREAS: Parties
Webplus: BIDU/20120329/20-F/5_EX-4.29/000.htm SEC Original: d243699dex429.htm
Amended and Restated Equity Pledge Agreement This Amended and Restated Equity Pledge Agreement (this Agreement), dated January 16, 2012 is made in Beijing by and between: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: Baidu Campus, No. 10 Shangdi 10 th Street, Haidian District, Beijing Pledgor: Party B: Yazhu Zhang Address: WHEREAS: 1. Party A is a
Webplus: BIDU/20120329/20-F/6_EX-4.30/000.htm SEC Original: d243699dex430.htm
Amended and Restated Equity Purchase Option Agreement This Amended and Restated Equity Purchase Option Agreement (this Agreement) is entered into by and among the following parties as of January 16, 2012 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: Baidu Campus, No. 10 Shangdi 10 th Street, Haidian District, Beijing Party B: Jiping Liu Party C:
Webplus: BIDU/20120329/20-F/7_EX-4.32/000.htm SEC Original: d243699dex432.htm
Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (the Agreement) is entered into in Beijing as of January 16, 2012 by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Registration Address: 3/F, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Jiping Liu WHEREAS, 1. Party
Webplus: BIDU/20120329/20-F/8_EX-4.55/000.htm SEC Original: d243699dex455.htm
Supplementary Agreement This Supplementary Agreement (the Agreement) is entered into by and among the following parties in Beijing on September 6, 2011: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (Baidu Online) Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Beijing Perusal Technology Co., Ltd. (Beijing Perusal)
Webplus: BIDU/20120329/20-F/9_EX-4.56/000.htm SEC Original: d243699dex456.htm
Supplementary Agreement to Exclusive Technology Consulting and Services Agreement (No.1) This Supplementary Agreement to Exclusive Technology Consulting and Services Agreement (No.1) (the Supplementary Agreement No. 1) is entered into by and among the following parties on September 6, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian
Webplus: BIDU/20120329/20-F/10_EX-4.57/000.htm SEC Original: d243699dex457.htm
Supplementary Agreement to Operating Agreement This Supplementary Agreement to Operating Agreement (the Agreement) is entered into by and among the following parties on September 6, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu HR Consulting
Webplus: BIDU/20120329/20-F/11_EX-4.58/000.htm SEC Original: d243699dex458.htm
Termination Agreement This Agreement is entered into by and among the following parties on September 6, 2011 in Beijing: Robin Yanhong Li: Baidu Online Network Technology (Beijing) Co., Ltd.: WHEREAS, NOW THEREFORE, The Original Agreement shall be automatically terminated upon the date of this termination agreement. 1 [No Text on this Page] Robin Yanhong Li Party A: Baidu Online Network
Webplus: BIDU/20120329/20-F/12_EX-4.59/000.htm SEC Original: d243699dex459.htm
Proxy Agreement This Proxy Agreement (this Agreement) is entered into as of September 6, 2011 between the following two parties in Beijing, PRC. Party A: Baidu Netcom Science Technology Co., Ltd., Party B: Baidu Online Network Technology (Beijing) Co., Ltd. WHEREAS 1. _100 Party A established Baidu HR Consulting (Shanghai) Co., Ltd. (the Company) on December 28, 2010, in which
Webplus: BIDU/20120329/20-F/13_EX-4.60/000.htm SEC Original: d243699dex460.htm
Supplementary Agreement to the Equity Pledge Agreement This Supplementary Agreement to the Equity Pledge Agreement (this Agreement), dated September 6, 2011, is made in Beijing by and between: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10 th Street, Haidian District, Beijing Party B: Yanhong Li ID No.: 110108196811171874 Party C: Beijing
Webplus: BIDU/20120329/20-F/14_EX-4.61/000.htm SEC Original: d243699dex461.htm
Supplementary Agreement to the Equity Pledge Agreement This Supplementary Agreement to the Equity Pledge Agreement (this Agreement), dated September 6, 2011, is made in Beijing by and between: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10 th Street, Haidian District, Beijing Party B: Beijing Baidu Netcom Science Technology Co., Ltd. Address:
Webplus: BIDU/20120329/20-F/15_EX-4.62/000.htm SEC Original: d243699dex462.htm
Supplementary Agreement to the Equity Purchase Option Agreement This Supplementary Agreement to the Equity Purchase Option Agreement (the Agreement) is entered into as of September 6, 2011 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China
Webplus: BIDU/20120329/20-F/16_EX-4.63/000.htm SEC Original: d243699dex463.htm
Loan Agreement This Loan Agreement (the Agreement) is entered into in Beijing as of February 10, 2006 by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Registration Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 Party B: Robin Yanhong Li WHEREAS, 1. Party A is a wholly-owned foreign enterprise
Webplus: BIDU/20120329/20-F/17_EX-4.64/000.htm SEC Original: d243699dex464.htm
Loan Agreement This Loan Agreement (the Agreement) is entered into in Beijing as of March 6, 2008 by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Registration Address: 12/F., Ideal International Plaza, No. 58 North-West 4 th Ring, Haidian District, Beijing, PRC, 100080 Party B: Robin Yanhong Li Residential Address: Room 901, Unit 1, Building 1,
Webplus: BIDU/20120329/20-F/18_EX-4.65/000.htm SEC Original: d243699dex465.htm
Supplementary Agreement to the Loan Agreement This Supplementary Agreement to the Loan Agreement (the Agreement) is entered into as of September 6, 2011 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Robin Yanhong
Webplus: BIDU/20120329/20-F/19_EX-4.66/000.htm SEC Original: d243699dex466.htm
Supplementary Agreement This Supplementary Agreement (the Agreement) is entered into by and among the following parties in Beijing on September 6, 2011: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (Baidu Online) Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu HR Consulting (Shanghai) Co., Ltd. (Baidu
Webplus: BIDU/20120329/20-F/20_EX-4.67/000.htm SEC Original: d243699dex467.htm
Supplementary Agreement to Trademark License Agreement This Supplementary Agreement to Trademark License Agreement (the Agreement) is entered into by and among the following parties on January 30, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu Netcom Science Technology
Webplus: BIDU/20120329/20-F/21_EX-4.68/000.htm SEC Original: d243699dex468.htm
Supplementary Agreement to Software License Agreement This Supplementary Agreement to Software License Agreement (the Supplementary Agreement) is entered into by and among the following parties on January 30, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu
Webplus: BIDU/20120329/20-F/22_EX-4.69/000.htm SEC Original: d243699dex469.htm
Supplementary Agreement to Web Layout Copyright License Agreement This Supplementary Agreement to Web Layout Copyright License Agreement (the Agreement) is entered into by and among the following parties on January 30, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B:
Webplus: BIDU/20120329/20-F/23_EX-4.70/000.htm SEC Original: d243699dex470.htm
Supplementary Agreement to Business Cooperation Agreement This Supplementary Agreement to Business Cooperation Agreement (the Agreement) is entered into by and among the following parties on January 30, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu Netcom Science Technology
Webplus: BIDU/20120329/20-F/24_EX-4.71/000.htm SEC Original: d243699dex471.htm
Supplementary Agreement to Domain Name License Agreement This Supplementary Agreement to Domain Name License Agreement (the Supplementary Agreement) is entered into by and among the following parties on January 30, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu
Webplus: BIDU/20120329/20-F/25_EX-4.72/000.htm SEC Original: d243699dex472.htm
Supplementary Agreement to the Amended and Restated Loan Agreement This Supplementary Agreement to the Amended and Restated Loan Agreement (the Agreement) is entered into as of August 26, 2011 by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China
Webplus: BIDU/20120329/20-F/26_EX-4.73/000.htm SEC Original: d243699dex473.htm
Supplementary Agreement to the Amended and Restated Equity Pledge Agreement This Supplementary Agreement to the Amended and Restated Equity Pledge Agreement (this Agreement), dated August 26, 2011 is made in Beijing by and between: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10 th Street, Haidian District, Beijing Party B: Yanhong Li
Webplus: BIDU/20120329/20-F/27_EX-4.74/000.htm SEC Original: d243699dex474.htm
EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (this Agreement) is entered into in Beijing, PRC on December 1, 2011 by the following parties: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. rd Floor, Baidu Campus, No. 10, Shangdi 10th Street,, Haidian District, Beijing, PRC Pledgor: Party B: Yanhong Li WHEREAS, 1. Party A (the Pledgee), a wholly foreign-owned
Webplus: BIDU/20120329/20-F/28_EX-4.75/000.htm SEC Original: d243699dex475.htm
Supplementary Agreement This Supplementary Agreement (the Agreement) is entered into by and among the following parties in Beijing on September 6, 2011: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (Baidu Online) Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Baidu Netcom Science Technology Co., Ltd. (Baidu
Webplus: BIDU/20120329/20-F/29_EX-4.76/000.htm SEC Original: d243699dex476.htm
Supplementary Agreement to the Amended and Restated Equity Purchase Option Agreement and its Supplementary Agreement This Supplementary Agreement to the Amended and Restated Equity Purchase Option Agreement and its Supplementary Agreement (the Agreement) is entered into as of August 26, 2011 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus,
Webplus: BIDU/20120329/20-F/30_EX-4.77/000.htm SEC Original: d243699dex477.htm
Supplementary Agreement to the Operating Agreement and its Supplementary Agreement This Supplementary Agreement to the Operating Agreement and its Supplementary Agreement (the Agreement) is entered into as of August 26, 2011 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The
Webplus: BIDU/20120329/20-F/31_EX-4.78/000.htm SEC Original: d243699dex478.htm
Proxy Agreement between This Proxy Agreement (this Agreement) is entered into as of August 26, 2011 Party A: Robin Yanhong Li, a PRC citizen, with the ID number Party B: Zhan Wang, a PRC citizen, with the ID number Party C: Baidu Online Network Technology (Beijing) Co., Ltd. WHEREAS 1. Baidu Netcom Science Technology Co., Ltd. (Baidu Netcom) was incorporated
Webplus: BIDU/20120329/20-F/32_EX-4.79/000.htm SEC Original: d243699dex479.htm
Supplementary Agreement This Supplementary Agreement (the Agreement) is entered into by and among the following parties in Peoples Republic of China (the PRC) on September 6, 2011: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (Baidu Online) Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic of China Party B: Beijing BaiduPay
Webplus: BIDU/20120329/20-F/33_EX-4.80/000.htm SEC Original: d243699dex480.htm
Supplementary Agreement to Exclusive Technology Consulting and Services Agreement (No.2) This Supplementary Agreement to Exclusive Technology Consulting and Services Agreement (No.2) (the Supplementary Agreement ) is entered into by and among the following parties on September 6, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District,
Webplus: BIDU/20120329/20-F/34_EX-4.81/000.htm SEC Original: d243699dex481.htm
EXECUTION VERSION ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares 2 1.1 Sale and Issuance of Ordinary Shares 2 1.2 Closing; Delivery 2 1.3 Defined Terms Used in this Agreement 3 2.
Webplus: BIDU/20120329/20-F/35_EX-4.82/000.htm SEC Original: d243699dex482.htm
EXECUTION VERSION AGREEMENT DATED 14 July 2011 US$350,000,000 CREDIT FACILITY FOR BAIDU, INC. ARRANGED BY GOLDMAN SACHS (ASIA) L.L.C. WITH THE BANK OF NEW YORK MELLON, HONG KONG BRANCH as Facility Agent Allen & Overy LLP, Beijing office CONTENTS Page Clause 1. Interpretation 1 2. Facility 10 3. Purpose 11 4. Conditions precedent and conditions subsequent 11
Webplus: BIDU/20120329/20-F/36_EX-8.1/000.htm SEC Original: d243699dex81.htm
List of Principal Subsidiaries and Consolidated Affiliated Entities Subsidiaries* Baidu Online Network Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Holdings Limited Incorporated in the British Virgin Islands Baidu (China) Co., Ltd. Incorporated in the PRC Baidu.com Times Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Japan Inc. Incorporated in Japan Baidu (Hong
Webplus: BIDU/20120329/20-F/37_EX-12.1/000.htm SEC Original: d243699dex121.htm
I, Robin Yanhong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
Webplus: BIDU/20120329/20-F/38_EX-12.2/000.htm SEC Original: d243699dex122.htm
Certification by the Principal Financial Officer I, Jennifer Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
Webplus: BIDU/20120329/20-F/39_EX-13.1/000.htm SEC Original: d243699dex131.htm
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 39 d243699dex131.htm EX-13.1
Webplus: BIDU/20120329/20-F/40_EX-13.2/000.htm SEC Original: d243699dex132.htm
Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 40 d243699dex132.htm EX-13.2
Webplus: BIDU/20120329/20-F/41_EX-15.1/000.htm SEC Original: d243699dex151.htm
[Maples and Calder Letterhead] Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The Peoples Republic of China 29 March 2012 Dear Sirs Baidu, Inc. Yours faithfully EX-15.1 41 d243699dex151.htm EX-15.1
Webplus: BIDU/20120329/20-F/42_EX-15.2/000.htm SEC Original: d243699dex152.htm
[Han Kun Law Offices Letterhead] March 29, 2012 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing Peoples Republic of China 100085 Dear Sir/Madam: Very truly yours, EX-15.2 42 d243699dex152.htm EX-15.2
Webplus: BIDU/20120329/20-F/43_EX-15.3/000.htm SEC Original: d243699dex153.htm
Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-129374 and Form S-8 No. 333-158678) pertaining to Baidu, Inc.s 2000 Option Plan and 2008 Share Incentive Plan of our reports dated March 29, 2012, with respect to the consolidated financial statements of Baidu, Inc. and the effectiveness of
Company Information:
Ticker: BIDU, Company: Baidu, Inc., Type: 20-F, Date: 2012-03-29, XBRL Interactive FinancialsCIK: 0001329099, Location: F4, SIC: 7370, SIC Desc: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
Business Phone & Address:
BAIDU CAMPUS, NO. 10 SHANGDI 10TH STREET
BEIJING 100085
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