[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 38 Item 4A. Unresolved Staff Comments 73 Item 5. Operating and Financial Review and Prospects 73 Item 6. Directors, Senior Management and Employees 98] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this “ Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the “ WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to:] [Third Supplementary Agreement to the Software License Agreement Supplementary Agreement This third supplementary agreement to the software license agreement (this “ Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the “ WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to: this Agreement shall be] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this “ Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: No. 402, No. 18 Danling Street, Haidian District, Beijing (“ Parties (Collectively, the “ WHEREAS, 1. Original Agreement (a) Amend] [Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this “ Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: Room 301, 3/F, Building D, No.18 South Zhongguancun Street, Haidian District, Beijing (“ Parties (Collectively, the “ WHEREAS, 1. Original Agreement] [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 March 1, 2014 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] [Execution Version TRANSACTION FRAMEWORK AGREEMENT dated as of May 7, 2013 by and among PPSTREAM INC. Chuan Ju Hu Dong (Beijing) Technology Co., Ltd. and Qiyi.com, Inc. Beijing Qiyi Century Science & Technology Co., Ltd. TABLE OF CONTENTS AGE P ARTICLE 1 EFINITIONS D Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 8 ARTICLE 2 RANSACTION RAMEWORK] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among BAIDU (HONG KONG) LIMITED, BAIDU (HONG KONG) SUB LIMITED and 91 WIRELESS WEBSOFT LIMITED Dated August 14, 2013 TABLE OF CONTENTS AGE P ARTICLE 1 HE ERGER T Section 1.01. The Merger 2 Section 1.02. Closing; Closing Date 2 Section 1.03. Effective Time 2 Section 1.04. Memorandum and Articles of Association of] [FACILITY AGREEMENT th dated 24 in respect of US$150,000,000 Unsecured Term Loan Facility BAIDU, INC. as Company and SUMITOMO MITSUI BANKING CORPORATION as Lender CONTENTS Clause Page 1. Interpretation 1 2. Facility 8 3. Purpose 8 4. Conditions precedent 8 5. Utilisation – Loan 9 6. Repayment 9 7. Prepayment and cancellation 10] [AU$235,000,000 TERM LOAN FACILITY AGREEMENT BAIDU, INC. (as Borrower) and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED HONG KONG BRANCH (as Lender) 13 August Dated CONTENTS CLAUSE PAGE SECTION 1 INTERPRETATION 1. Definitions and Interpretation 1 SECTION 2 THE FACILITY 2. The Facility 12 3. Purpose 12 4. Conditions of Utilisation 12 SECTION 3 UTILISATION 5. Utilisation 13 SECTION 4] [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 14 d641077dex131.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 15 d641077dex132.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 28 March 2014 Dear Sirs Baidu, Inc. Annual Report SEC We consent to the reference to our firm under the heading “Item 10.E. Additional Information—Taxation—Cayman Islands Taxation” and “Item 16G. Corporate Governance” in Baidu Inc.’s Annual Report on] [[Han Kun Law Offices Letterhead] March 28, 2014 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing People’s Republic of China 100085 Dear Sir/Madam: Annual Report SEC We hereby consent to the reference of our name under the heading “Item 4.B. Information on the Company—Business Overview—Regulation” in Baidu, Inc.’s Annual Report on Form 20-F for the year] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) S-8 Registration Statement (Form (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 our reports dated March 28, 2014, with respect to]