BIDU [Baidu] 6-K: (Original Filing)

[INDENTURE Dated as of November 28, 2012 Between BAIDU, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Rules of Construction 11 ARTICLE II] [FIRST SUPPLEMENTAL INDENTURE Dated as of November 28, 2012 Between BAIDU, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee 2.250% NOTES DUE 2017 3.500% NOTES DUE 2022 Company Trustee FIRST SUPPLEMENTAL INDENTURE dated as of November 28, 2012 between Baidu, Inc., an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base Indenture Indenture WHEREAS,] [BAIDU, INC. Robin Yanhong Li Chairman and Chief Executive Officer Description of Document]

BIDU [Baidu] 6-K: INDENTURE Dated as of November 28, 2012 Between

[INDENTURE Dated as of November 28, 2012 Between BAIDU, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Rules of Construction 11 ARTICLE II] [FIRST SUPPLEMENTAL INDENTURE Dated as of November 28, 2012 Between BAIDU, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee 2.250% NOTES DUE 2017 3.500% NOTES DUE 2022 Company Trustee FIRST SUPPLEMENTAL INDENTURE dated as of November 28, 2012 between Baidu, Inc., an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base Indenture Indenture WHEREAS,] [BAIDU, INC. Robin Yanhong Li Chairman and Chief Executive Officer Description of Document]

BIDU [Baidu] 424B2: CALCULATION OF REGISTRATION FEE Title of Each Class

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount Proposed Offering Price Proposed Aggregate Amount of 2.250% Notes due 2017 US$750,000,000 99.929% US$749,467,500 US$102,227 3.500% Notes due 2022 US$750,000,000 99.849% US$748,867,500 US$102,146 (1) Prospectus Supplement (To Prospectus dated November 5, 2012) US$1,500,000,000 Baidu, Inc. US$750,000,000 2.250% Notes due 2017 US$750,000,000 3.500% Notes due 2022 We]

BIDU [Baidu] 6-K: (Original Filing)

[Baidu Announces Pricing of US$1,500,000,000 Notes Offering The Company expects to receive net proceeds from the offering of approximately US$1,491.6 million, after deducting underwriting discounts and commissions and estimated net offering expenses. The Company intends to use a portion of the net proceeds from the offering to retire certain existing debt and the remainder for general corporate purposes. The joint] [BAIDU, INC. Robin Yanhong Li Chairman and Chief Executive Officer Description of Document]

BIDU [Baidu] 6-K: Baidu Announces Pricing of US$1,500,000,000 Notes Offering The

[Baidu Announces Pricing of US$1,500,000,000 Notes Offering The Company expects to receive net proceeds from the offering of approximately US$1,491.6 million, after deducting underwriting discounts and commissions and estimated net offering expenses. The Company intends to use a portion of the net proceeds from the offering to retire certain existing debt and the remainder for general corporate purposes. The joint] [BAIDU, INC. Robin Yanhong Li Chairman and Chief Executive Officer Description of Document]

BIDU [Baidu] 6-K: (Original Filing)

[$ BAIDU, INC. $ % Senior Notes due 20 $ % Senior Notes due 20 Underwriting Agreement , 2012 [ ] As Representatives of the several Underwriters listed in Schedule 1 hereto Ladies and Gentlemen: Company Underwriters Representatives 20 Notes 20 Notes Securities Original Indenture First Supplemental Indenture Indenture Trustee Baidu, Inc., an exempted company limited by shares under the] [Description of Document 1.1 Form of Underwriting Agreement BAIDU, INC. Robin Yanhong Li]

BIDU [Baidu] 6-K: $ BAIDU, INC. $ % Senior Notes due

[$ BAIDU, INC. $ % Senior Notes due 20 $ % Senior Notes due 20 Underwriting Agreement , 2012 [ ] As Representatives of the several Underwriters listed in Schedule 1 hereto Ladies and Gentlemen: Company Underwriters Representatives 20 Notes 20 Notes Securities Original Indenture First Supplemental Indenture Indenture Trustee Baidu, Inc., an exempted company limited by shares under the] [Description of Document 1.1 Form of Underwriting Agreement BAIDU, INC. Robin Yanhong Li]

BIDU [Baidu] 6-K: (Original Filing)

[Baidu Announces Filing of Automatic Shelf Registration Statement and Proposed Debt Offering The joint bookrunners of the offering are J.P. Morgan Securities LLC and Goldman Sachs (Asia) L.L.C. About Baidu Baidu, Inc. is the leading Chinese language Internet search provider. As a technology-based media company, Baidu aims to provide the best way for people to find information. In addition to] [BAIDU, INC. Robin Yanhong Li Chairman and Chief Executive Officer 6-K 1 d432826d6k.htm FORM 6-K]

BIDU [Baidu] 6-K: Baidu Announces Filing of Automatic Shelf Registration Statement

[Baidu Announces Filing of Automatic Shelf Registration Statement and Proposed Debt Offering The joint bookrunners of the offering are J.P. Morgan Securities LLC and Goldman Sachs (Asia) L.L.C. About Baidu Baidu, Inc. is the leading Chinese language Internet search provider. As a technology-based media company, Baidu aims to provide the best way for people to find information. In addition to] [BAIDU, INC. Robin Yanhong Li Chairman and Chief Executive Officer 6-K 1 d432826d6k.htm FORM 6-K]

BIDU [Baidu] F-3ASR: (Original Filing)

[] [INDENTURE Dated as of [ ], 20[ ] Between BAIDU, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Rules of Construction 11 ARTICLE II FORMS OF SECURITIES Section 2.01 Form Generally] [Our ref MCR\302152\5680744v3 Baidu, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands 5 November 2012 Dear Sirs Baidu, Inc. Company Registration Statement Commission Act Securities We have acted as counsel as to Cayman Islands law to Baidu, Inc. (the “ 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies of the following documents: 1.1] [KADDEN RPS LATE EAGHER LOM LLP S FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com November 5, 2012 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 People’s Republic of China Re: Baidu, Inc.—Registration Statement on Form F-3 Ladies and Gentlemen: In rendering the opinion stated herein, we have assumed that] [Year ended December 31, Nine months ended September 30, 2007 2008 2009 2010 2011 2012 Earnings Income before income taxes 616,216 1,164,179 1,683,121] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China November 5, 2012 EX-23.1 6 d432231dex231.htm CONSENT OF ERNST & YOUNG HUA MING LLP] [Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T November 5, 2012 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 People’s Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices EX-23.3 7 d432231dex233.htm CONSENT OF HAN KUN LAW OFFICES] []

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