[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 37 Item 4A. Unresolved Staff Comments 69 Item 5. Operating and Financial Review and Prospects 69 Item 6. Directors, Senior Management and Employees 93] [PROXY AGREEMENT This Proxy Agreement (this “Agreement”) is entered into between the following two parties in Beijing, PRC on April 23, 2012. Party A: Liang Zhixiang Party B: Baidu Online Network Technology (Beijing) Co., Ltd. WHEREAS 1. Party A is a shareholder of BaiduPay Science and Technology Co., Ltd. (the “Company”) which established on February 27, 2008 and owns 9%] [EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on April 23, 2012: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing Pledgor: Party B: Liang Zhixiang WHEREAS, 1. Party A (the “Pledgee”), a wholly foreign-owned] [EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENT This Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC on April 23, 2012: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: Party B: Liang Zhixiang ID Number: Party C: Beijing BaiduPay Science and Technology Co., Ltd. Legal Address 5/F.,] [Irrevocable Power of Attorney I, Liang Zhixiang, citizen of the People’s Republic of China (the “PRC”) with ID No [ ], is the shareholder holding 9% equity interests of Beijing BaiduPay Science and Technology Co., Ltd (“BaiduPay”), hereby irrevocably appoint Mr. Wang Zhan with the following powers and rights during the term of this Power of Attorney: I hereby appoint] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into in Beijing by the following parties on April 23, 2012. Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Registration Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing Party B: ID No.: Liang Zhixiang WHEREAS, 1. Party A is a wholly-owned foreign enterprise incorporated in the] [Supplementary Agreement to Web Layout Copyright License Agreement (No.1) This Supplementary Agreement to Web Layout Copyright License Agreement (the “Agreement”) is entered into by and between 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 Party B: Beijing BaiduPay] [AU$105,000,000 TERM LOAN FACILITY AGREEMENT BAIDU, INC. (as Borrower) and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED HONG KONG BRANCH (as Lender) th September 18 2012 Dated CONTENTS CLAUSE PAGE SECTION 1 INTERPRETATION 1. Definitions and Interpretation 1 SECTION 2 THE FACILITY 2. The Facility 11 3.] [Domain Name License Termination Agreement This Domain Name License Termination Agreement (the “Agreement”) is entered into by and among the following parties on December 31, 2012 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Baidu Netcom Science Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered] [Domain Name License Termination Confirmation This Domain Name License Termination Confirmation (the “Confirmation”) is entered into by and among the following parties on December 31, 2012 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Perusal Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a] [Trademark License Termination Agreement This Trademark License Termination Agreement (the “Agreement”) is entered into by and among the following parties on February 1, 2013 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Baidu Netcom Science Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a] [Trademark License Termination Agreement This Trademark License Termination Agreement (the “Agreement”) is entered into by and among the following parties on February 1, 2013 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Perusal Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a Trademark License] [Trademark License Termination Agreement This Trademark License Termination Agreement (the “Agreement”) is entered into by and among the following parties on February 1, 2013 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing BaiduPay Science and Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a] [Domain Name License Termination Agreement This Domain Name License Termination Agreement (the “Agreement”) is entered into by and among the following parties on December 31, 2012 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing BaiduPay Science and Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered] [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 Xinzhe 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] [(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 18 d420221dex131.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 19 d420221dex132.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 27 March 2013 Dear Sirs Baidu, Inc. Yours faithfully EX-15.1 20 d420221dex151.htm EX-15.1] [[Han Kun Law Offices Letterhead] March 27, 2013 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 21 d420221dex152.htm EX-15.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: 1) Registration Statement (Form S-8 No. 333-129374) pertaining to Baidu, Inc.’s 2000 Option Plan, 2) Registration Statement (Form S-8 No. 333-158678) pertaining to Baidu, Inc.’s 2008 Share Incentive Plan, and 3) Registration Statement (Form F-3 No. 333-184757) of Baidu, Inc.; of]