[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] [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 People’s Republic of China Party B: Baidu Netcom Science Technology Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The People’s Republic of China WHEREAS: Parties] [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 People’s Republic of China Party B: Baidu Netcom] [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 People’s 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] [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] [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:] [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 People’s Republic of China Party B: Jiping Liu WHEREAS, 1. Party] [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 People’s Republic of China Party B: Beijing Perusal Technology Co., Ltd. (“Beijing Perusal”)] [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] [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 People’s Republic of China Party B: Baidu HR Consulting] [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] [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] [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] [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:] [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 People’s Republic of China] [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] [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,] [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 People’s Republic of China Party B: Robin Yanhong] [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 People’s Republic of China Party B: Baidu HR Consulting (Shanghai) Co., Ltd. (“Baidu] [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 People’s Republic of China Party B: Baidu Netcom Science Technology] [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 People’s Republic of China Party B: Baidu] [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 People’s Republic of China Party B:] [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 People’s Republic of China Party B: Baidu Netcom Science Technology] [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 People’s Republic of China Party B: Baidu] [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 People’s Republic of China] [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] [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] [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 People’s Republic of China Party B: Baidu Netcom Science Technology Co., Ltd. (“Baidu] [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,] [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] [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] [Supplementary Agreement This Supplementary Agreement (the “Agreement”) is entered into by and among the following parties in People’s 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 People’s Republic of China Party B: Beijing BaiduPay] [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,] [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.] [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] [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] [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,] [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] [(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] [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] [[Maples and Calder Letterhead] Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The People’s Republic of China 29 March 2012 Dear Sirs Baidu, Inc. Yours faithfully EX-15.1 41 d243699dex151.htm EX-15.1] [[Han Kun Law Offices Letterhead] March 29, 2012 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing People’s Republic of China 100085 Dear Sir/Madam: Very truly yours, EX-15.2 42 d243699dex152.htm EX-15.2] [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]