[Page INTRODUCTION 1 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 40 Item 4A. Unresolved Staff Comments 74 Item 5. Operating and Financial Review and Prospects 74 Item 6. Directors, Senior Management and Employees 103] [Amended and Restated Equity Pledge Agreement 5 This Amended and Restated Equity Pledge Agreement (this “Agreement”), dated December 16, 2015 is made in Beijing by and between: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing Pledgor: Party B: Yazhu Zhang Address: WHEREAS: 1. Party A is a] [Amended and Restated Equity Purchase and Transfer Option Agreement 5 This Amended and Restated Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into by and among the following parties as of December 16, 2015 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. th Address: Baidu Campus, No. 10 Shangdi 10 Party B: Jiping Liu Party] [Amended and Restated Loan Agreement 5 This Amended and Restated Loan Agreement (this “Agreement”) is entered into on December 16, 2015 in Beijing, by and between: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. th Registered Address: 3/F, No. 10 Shanghdi 10 Party B: Jiping Liu WHEREAS, 1. Party A is a foreign invested enterprise incorporated under the laws] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on December 22, 2015: 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: Zhixiang Liang WHEREAS, 1. Party] [AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENT This Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC on December 22, 2015: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: Party B: Liang Zhixiang ID Number: Party C: Beijing BaiduPay Science and] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is entered into on December 22, 2015 in Beijing, by and between: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. th Registered Address: 3/F, No. 10 Shanghdi 10 Party B: Zhixiang Liang WHEREAS, 1. Party A is a foreign invested enterprise incorporated under the laws of] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC on December 31, 2015 by the following parties: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. rd Legal Address: 3 Pledgor: Party B: Yanhong Li WHEREAS, 1. Party A is a wholly foreign-owned enterprise registered in Beijing,] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC on December 31, 2015 by the following parties: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. rd Legal Address: 3 Pledgor: Party B: Zhan Wang Address: WHEREAS, 1. Party A is a wholly foreign-owned enterprise registered in] [AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENT This Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC on December 31, 2015: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing Party] [AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENT This Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC on December 31, 2015: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing Party] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is entered into on December 31, 2015 in Beijing, by and between: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. th Registered Address: 3/F, No. 10 Shanghdi 10 Party B: Yanhong Li WHEREAS, 1. Party A is a foreign invested enterprise incorporated under the laws of] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is entered into on December 31, 2015 in Beijing, by and between: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. th Registered Address: 3/F, No. 10 Shanghdi 10 Party B: Zhan Wang WHEREAS, 1. Party A is a foreign invested enterprise incorporated under the laws of] [FACILITY AGREEMENT dated 17th July 2015 in respect of US$150,000,000 Unsecured Term Loan Facility BAIDU, INC. FOR as Company and SUMITOMO MITSUI BANKING CORPORATION as Lender CONTENTS Page Clause 1. Interpretation 1 2. Facility 10 3. Purpose 10 4. Conditions precedent 11 5. Utilisation—Loan 11 6. Repayment 12 7. Prepayment and cancellation 12 8. Interest 14 9. Terms 15 10.] [FACILITY AGREEMENT dated 25 August 2015 in respect of US$200,000,000 Unsecured Term Loan Facility BAIDU, INC. FOR as Company and THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as Lender CONTENTS Clause Page 1. Interpretation 1 2. Facility 11 3. Purpose 11 4. Conditions precedent 11 5. Utilisation - Loan 11 6. Repayment 12 7. Prepayment and cancellation 12 8. Interest] [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. 1 EX-13.1 19 d45315dex131.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. 1 EX-13.2 20 d45315dex132.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 8 April 2016 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] [[Han Kun Law Offices Letterhead] April 8, 2016 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] [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 April 8, 2016, with respect to]