[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 75 Item 5. Operating and Financial Review and Prospects 75 Item 6. Directors, Senior Management and Employees 100] [Amended and Restated Equity Pledge Agreement 3 This Amended and Restated Equity Pledge Agreement (this “Agreement”), dated January 20, 2015 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] [Amended and Restated Equity Purchase Option Agreement 3 This Amended and Restated Equity Purchase Option Agreement (this “Agreement”) is entered into by and among the following parties as of January 20, 2015 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] [Amended and Restated Loan Agreement 3 This Amended and Restated Loan Agreement (the “Agreement”) is entered into in Beijing as of January 20, 2015 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.] [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 September 16, 2014: 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 OPTION AGREEMENT This Amended and Restated Exclusive Equity Purchase Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC on September 16, 2014: 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] [AMENDED AND RESTATED LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into in Beijing by the following parties on September 16, 2014. 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.: Zhixiang Liang WHEREAS, 1. Party A is a wholly-owned foreign enterprise] [Execution Version LOAN AGREEMENT This Loan Agreement (this “Agreement”) is made as of December 9, 2014, between BAIDU, INC., a Cayman Islands company (the “Borrower”), and BANK OF CHINA, Los Angeles Branch, a federally chartered branch of Bank of China Limited, a joint stock company incorporated in the People’s Republic of China with limited liability (the “Lender”). WHEREAS, Borrower has] [Execution Version LOAN AGREEMENT SENIOR UNSECURED CREDIT FACILITY This Loan Agreement (this “Agreement”) is made as of December 9, 2014, between BAIDU, INC., a Cayman Islands company (the “Borrower”), and BANK OF CHINA, Los Angeles Branch, a federally chartered branch of Bank of China Limited, a joint stock company incorporated in the People’s Republic of China with limited liability (the] [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 Kong) Limited—Incorporated in Hong Kong Qunar Cayman Islands Limited—Incorporated in] [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 13 d814906dex131.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 14 d814906dex132.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 2015 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 27, 2015 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 27, 2015, with respect to]