[] [EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICES AGREEMENT This Exclusive Technology Consulting Services Agreement (this “Agreement”) is entered into in Beijing, PRC on June 23, 2006 between the following two parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 Party B: Beijing Perusal Technology Co.,] [Operating Agreement This Operating Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC as of June 23, 2006: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 Party B: Beijing Perusal Technology Co., Ltd. Address: No. 402, 18 Danling Street, Haidian] [Webpage Layout Copyright License Agreement [Date] This Web Layout Copyright License Agreement (this “Agreement”) is entered into as of The Licensor: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 The Licensee: Beijing Perusal Technology Co., Ltd. (the “Company”) Legal Address: No. 402, 18 Danling Street,] [Proxy Agreement This Proxy Agreement (this “Agreement”) is entered into as of June 23, 2006 between the following two parties in Beijing, PRC. Party A: Jiping Liu Party B: Yazhu Zhang Party C: Baidu Online Network Technology (Beijing) Co., Ltd. WHEREAS 80 20 1. Party A and Party B jointly established Beijing Perusal Technology Co., Ltd. (the “Company”) onJune 23,] [EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC on June 19, 2006 by the following parties: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 Pledgor: Party B: Jiping Liu ID card No.: 440301196306305512 Legal Address:] [EXCLUSIVE EQUITY PURCHASE OPTION AGREEMENT This Exclusive Equity Purchase Option Agreement (this “Agreement”) is entered into as of May 19, 2006 among the following parties in Beijing,PRC: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 Party B: Jiping Liu ID Number: 440301196306305512 Legal] [Irrevocable Power of Attorney I, Jiping Liu, citizen of the People’s Republic of China (the ‘‘PRC”) with ID No 440301196306305512, is the shareholder holding 80% equity interests of Beijing Perusal Technology Co., Ltd.(the “Beijing Perusal”), hereby irrevocably appoint Xuyang Ren with the following powers and rights during the term of this Power of Attorney: I hereby appoint Xuyang Ren to] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into in Beijing, PRC as of May 19, 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: Jiping Liu ID No.: 440301196306305512 Address: No. 201, Building N, Shahebotuofeinuochun] [EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICES AGREEMENT This Exclusive Technology Consulting Services Agreement (this “Agreement”) is entered into in Beijing, PRC on February 28, 2008 between the following two parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, Party B: Beijing BaiduPay Science and Technology Co.,] [Operating Agreement This Operating Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC as of February 28, 2008: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 Party B: Beijing BaiduPay Science and Technology Co., Ltd. Address: Room 301, 3/F, Block] [Webpage Layout Copyright License Agreement This Web Layout Copyright License Agreement (this “Agreement”) is entered into as of February 28, 2008 between the following two parties in Beijing, PRC. The Licensor: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 12/F., The Licensee: Beijing BaiduPay Science and Technology Co., Ltd. Legal Address: Room 301, 3/F, Block D, Jia No. 18] [Proxy Agreement This Proxy Agreement (this “Agreement”) is entered into between the following two parties in Beijing, PRC. Party A: Hu Cai, 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”) and owns 9% of the equity interests. 2. Party A is willing to] [EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. 12/F., Legal Address: Pledgor: Party B: Hu Cai ID card No.: 320106197212162416 WHEREAS, 1. Party A (the “Pledgee”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (the] [EXCLUSIVE EQUITY PURCHASE OPTION AGREEMENT This Exclusive Equity Purchase Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 12/F., Party B: Hu Cai ID Number: 320106198212162416 Party C: Beijing BaiduPay Science and Technology Co., Ltd. Legal Address: Room 301, 3/F, Block D, Jia No.] [Irrevocable Power of Attorney I, Hu Cai, citizen of the People’s Republic of China (the “PRC”) with ID No 320106197212162416, is the shareholder holding 9% equity interests of Beijing BaiduPay Science and Technology Co., Ltd (the “BaiduPay”), hereby irrevocably appoint Haoyu Shen with the following powers and rights during the term of this Power of Attorney: I hereby appoint Haoyu] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into in Beijing 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: Hu Cai ID No.: 320106197212162416 WHEREAS, 1. Party A is a wholly-owned foreign enterprise incorporated in the] [EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICES AGREEMENT This Exclusive Technology Consulting Services Agreement (this “Agreement”) is entered into in Beijing, PRC on December 28, 2010 between the following two parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: Baidu Campus, No. 10, Shangdi 10th Street,, Haidian District, Beijing, PRC, 100085 Party B: Baidu HR Consulting (Shanghai) Co., Ltd.] [Operating Agreement This Operating Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC as of December 28, 2010: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: Baidu Campus, No. 10, Shangdi 10th Street,, Haidian District, Beijing, PRC, 100085 Party B: Baidu HR Consulting (Shanghai) Co., Ltd. Address: No. 713-1, Party C: Yanhong Li PRC] [Proxy Agreement This Proxy Agreement (this “Agreement”) is entered into as of December 28, 2010 between the following two parties in Beijing, PRC. Party A: Yanhong Li, Party B: Baidu Online Network Technology (Beijing) Co., Ltd. WHEREAS 100 1. Party A established Baidu HR Consulting (Shanghai) Co., Ltd. (the “Company”) on December 28, 2010, in which Party A owns his/her] [EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC on December 28, 2011 by the following parties: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: Baidu Campus, No. 10, Shangdi 10th Street,, Haidian District, Beijing, PRC, 100085 Pledgor: Party B: Yanhong Li WHEREAS, 1. Party A (the “Pledgee”), a wholly] [EXCLUSIVE EQUITY PURCHASE OPTION AGREEMENT This Exclusive Equity Purchase Option Agreement (this “Agreement”) is entered into as of December 28, 2010 among the following parties in Beijing, PRC: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: Baidu Campus, No. 10, Shangdi 10th Street,, Haidian District, Beijing, PRC, 100085 Party B: Yanhong Li ID Number: 110108196811171874 Legal Address:] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into in Beijing, PRC as of December 28, 2010 by the following parties. Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Registration Address: Baidu Campus, No. 10, Party B: Yanhong Li ID No.: 110108196811171874 WHEREAS, 1. Party A is a wholly-owned foreign enterprise incorporated in the People’s Republic of China] [TRADEMARK TRANSFER AGREEMENT This Trademark Transfer Agreement (the “Agreement”) is entered into as of March 1, 2010 between the following two parties in Beijing, PRC. The Assignor: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 3/F, Baidu Campus, No. 10, The Assignee: Beijing Baidu Netcom Science Technology Co., Ltd. Legal Address: 2/F, Baidu Campus, No. 10, WHEREAS: 1. The] [Supplementary Agreement to the Software License Agreement Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: th 3/F, Baidu Campus, No. 10 Shangdi 10 Party B: Beijing Baidu Netcom Science Technology Co., Ltd. Address: th 2/F, Baidu Campus, No. 10 Shangdi 10 (Collectively, the “Parties”) WHEREAS NOW, THEREFORE, Article 6.2 of the Original Agreement which reads: “This Agreement may] [Supplementary Agreement to the Trademark License Agreement Licensor: Baidu Online Network Technology (Beijing) Co., Ltd. Address: th 3/F, No. 10 Shangdi 10 Licensee: Beijing Baidu Netcom Science Technology Co., Ltd. Address: th 2/F, No. 10 Shangdi 10 (Collectively, the “Parties”) WHEREAS NOW, THEREFORE, Article 10.1 of the Original Agreement which reads: “This Agreement has been duly executed as of the] [Supplementary Agreement to the Licensor: Baidu Online Network Technology (Beijing) Co., Ltd. Address: th 3/F, Baidu Campus, No. 10 Licensee: Beijing Baidu Netcom Science Technology Co., Ltd. Address: th 2/F, Baidu Campus, No. 10 Shangdi 10 (Collectively, the “Parties”) WHEREAS, The original term of Article 6.1 of the Original Agreement which reads: “This Agreement shall be effective as of the] [Supplementary Agreement to the Operating Agreement Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing Party B: Beijing Baidu Netcom Science Technology Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing Party C: Yanhong LI ID No. 110108196811171874 Party D: Yong XU ID No. 110108196408161836 (Collectively, the “Parties”) WHEREAS] [Supplementary Agreement to the Domain Name License Agreement Licensor: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, No. 10 Shangdi 10th Street, Haidian District, Beijing Licensee: Beijing Baidu Netcom Science Technology Co., Ltd. Address: 2/F, No. 10 Shangdi 10th Street, Haidian District, Beijing (Collectively, the “Parties”) WHEREAS, The original term of Article 10.1 which reads: “ This Agreement has] [Supplemental Agreement to the Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing Party B: Yanhong Li ID No. 110108196811171874 Party C: Yong Xu ID No. 110108196408161836 Party C: Beijing Baidu Netcom Science Technology Co., Ltd. Address: No. 10 Shangdi 10th Street, Haidian District, Beijing (Collectively, the “Parties”) WHEREAS NOW, THEREFORE,] [Baidu Promotion Agency Agreement Contract Number: Baidu Online Network Technology (Beijing) Co., Ltd. Party A: Legal representative: SHEN Haoyu Address: No. 10 Shangdi 10th Street, Haidian District, Beijing Contact: SHI Youcai Telephone: 8610-59928222 E-mail: shiyoucai@baidu.com Post code: 100085 Sub-branch Bank: China Merchants Bank, Beijing Branch, Beisihuan Account number: 866180196910001 Beijing Baidu Netcom Science and Technology Co., Ltd. Party B: Legal] [List of Subsidiaries and Consolidated Affiliated Entities Subsidiaries*: Baidu Online Network Technology (Beijing) Co., Ltd. — Incorporated in the PRC Baidu (China) Co., Ltd. — Incorporated in the PRC Baidu.com Times Technology (Beijing) Co., Ltd. — Incorporated in the PRC Baidu International Technology (Shenzhen) Co., Ltd. — Incorporated in the PRC Baidu Japan Inc. — Incorporated in Japan Baido, Inc.] [I, Robin Yanhong Li, certify that: Form 20-F 1. I have reviewed this annual report on 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, not misleading with] [Certification by the Principal Financial Officer I, Jennifer Li, certify that: Form 20-F 1. I have reviewed this annual report on 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] [Form 20-F (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chief Executive Officer EX-13.1 35 h04360dexv13w1.htm EX-13.1] [Certification by the Principal Financial Officer Form 20-F (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chief Financial Officer EX-13.2 36 h04360dexv13w2.htm EX-13.2] [Our ref VZL\302152-05\4309379v1 Direct tel +852 2971 3095 E-mail valerie.law@maplesandcalder.com Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The People’s Republic of China 29 March 2011 Dear Sirs Baidu, Inc. Form 20-F We consent to the reference of our firm under the heading “Item 10E — Cayman Islands Taxation” and “Item16G. Corporate Governance” on Yours] [Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel Fax : (86 10) 8525-5500; : (86 10) 8525-5511/5522 March 29, 2011 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing People’s Republic of China 100085 Dear Sir/Madam: Very truly yours, Han Kun Law Offices EX-15.2 38 h04360dexv15w2.htm EX-15.2] [Consent of Independent Registered Public Accounting Firm (Form S-8 No. 333-129374 Form S-8 No. 333-158678) (Form 20-F) We consent to the incorporation by reference in the Registration Statements Beijing, The People’s Republic of China March 29, 2011 EX-15.3 39 h04360dexv15w3.htm EX-15.3]