INDENTURE Dated as of November 28, 2012 Between BAIDU, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee DEBT SECURITIESIndenture • November 28th, 2012 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of November 28, 2012, between Baidu, Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).
IQIYI, INC. AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of December 4, 2018 3.75% Convertible Senior Notes due 2023Indenture • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of December 4, 2018 between IQIYI, INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a private company limited by shares incorporated in Hong Kong, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of ________, 2005Deposit Agreement • July 12th, 2005 • Baidu.com, Inc. • Services-computer programming, data processing, etc. • New York
DEPOSIT AGREEMENT dated as of __________, 2005 among BAIDU.COM, INC., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.
BAIDU, INC. $[•] [•]% Notes due 20[•] $[•] [•]% Notes due 20[•] Underwriting AgreementUnderwriting Agreement • August 18th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2005 • Baidu.com, Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 200 by and between Baidu.com, Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 14th, 2016 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
WHEREAS, the Company has filed a registration statement on Form F-3 (File No. 333-208399, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”), including a related prospectus dated December 9, 2015, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the U.S. Securities Act of 1933, as amended (the “Securities Act”) by the Company of American Depositary Shares (“ADS”) representing ordinary shares of the Company (“Ordinary Shares”) and the Company proposes to offer certain amount of ADSs as specified in the preliminary prospectus supplement, dated September 6, 2016 (such offering, the “Offering”).
File N.: 333-126546 Rule 424(b)(3) Exhibit A to Deposit Agreement No. ___________________________________ AMERICANDEPOSITARY SHARES (Each American Depositary Share represents one (1) deposited Share) THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT...Baidu, Inc. • May 17th, 2010 • Services-computer programming, data processing, etc.
Exclusive Equity Purchase and Transfer Option AgreementPurchase and Transfer Option Agreement • March 9th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, PRC on October 30, 2019:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 13th, 2020 • Baidu, Inc. • Services-computer programming, data processing, etc.
Amended and Restated Loan AgreementLoan Agreement • March 13th, 2020 • Baidu, Inc. • Services-computer programming, data processing, etc.
THE BANK OF NEW YORKBaidu.com, Inc. • July 12th, 2005 • Services-computer programming, data processing, etc.
Re: Deposit Agreement dated as of __________, 2005 (the "Deposit Agreement") among Baidu.com, Inc. (the “Company”), The Bank of New York, as Depositary (the “Depositary”), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder
Proxy AgreementProxy Agreement • March 9th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Proxy Agreement (this “Agreement”) is made as of October 30, 2019 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong, Macau and Taiwan) by and between:
Loan AgreementLoan Agreement • March 9th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc.
Baidu, Inc. 90,250,000 Class A Ordinary Shares (US$0.000000625 par value per Share) INTERNATIONAL UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
Baidu, Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several International Underwriters set forth in SCHEDULE I-B hereto (the “International Underwriters”) or to the purchasers procured by the International Underwriters ordinary shares of US$ 0.000000625 par value per share to be listed on The Stock Exchange of Hong Kong Limited (the “SEHK”) and traded in Hong Kong dollars (the “Shares”). The Company proposes to initially issue and sell to the International Underwriters or to the purchasers procured by the International Underwriters an aggregate of 90,250,000 Shares (the “U.S. Firm Shares”). In addition, the Company proposes to grant to the International Underwriters the option to purchase from the Company up to 14,250,000 additional Shares (the “U.S. Option Shares”). The U.S. Firm Shares and the U.S. Option Shares are herein referred to collectively as the “International Offer Shares.” The offerin
INVESTMENT AGREEMENT by and among iQIYI, Inc and PAGAC IV-1 (Cayman) Limited and PAG Pegasus Fund LP Dated as of August 30, 2022Investment Agreement • March 22nd, 2023 • Baidu, Inc. • Services-computer programming, data processing, etc. • Hong Kong
Each a “Party”, and collectively, the “Parties”. Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
Amended and Restated Equity Pledge Agreement 5Equity Pledge Agreement • April 8th, 2016 • Baidu, Inc. • Services-computer programming, data processing, etc.
ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011Shares Purchase Agreement • March 29th, 2012 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Ordinary Shares Purchase Agreement (this “Agreement”) is made as of the 24th day of June, 2011 by and between Qunar Cayman Islands Limited, a Cayman Islands exempted company (the “Company”) and Baidu Holdings Limited, a British Virgin Islands company (the “Purchaser”).
LOAN AGREEMENTLoan Agreement • March 29th, 2011 • Baidu, Inc. • Services-computer programming, data processing, etc.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.
This NOTE PURCHASE AGREEMENT, dated as of January 11, 2017 (this “Agreement”), is entered into by and among Qiyi.com, Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and the parties listed on Schedule 1 attached hereto (each party listed on Part A of Schedule 1, a “G1 Investor”, and collectively, the “G1 Investors”; each party listed on Part B of Schedule 1, a “G2 Investor”, and collectively, the “G2 Investors”; and the G1 Investors and G2 Investors collectively, the “Investors”).
Amended and Restated Exclusive Equity Purchase and Transfer Option AgreementTransfer Option Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, PRC on May 7, 2018:
IQIYI, INC. AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of December 30, 2022 6.00% Convertible Senior Notes due 2028Indenture • March 22nd, 2023 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of December 30, 2022 between IQIYI, INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a private company limited by shares incorporated in Hong Kong, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
• Proxy Agreement/Power of AttorneyProxy Agreement • March 28th, 2022 • Baidu, Inc. • Services-computer programming, data processing, etc.
To effectuate the proxy arrangement regarding the shareholder rights of the Nominee Shareholders, the relevant parties entered into a specific proxy agreement, or the Nominee Shareholder(s) issued a power of attorney to the PRC Subsidiary.
AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENTOption Agreement • April 8th, 2016 • Baidu, Inc. • Services-computer programming, data processing, etc.
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:
AMENDED AND RESTATED EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 8th, 2016 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on December 22, 2015:
LOAN AGREEMENTLoan Agreement • March 27th, 2015 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
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”).
AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENTExclusive Equity Purchase and Transfer Option Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, PRC on October 18, 2016:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 9th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc.
Underwriting AgreementUnderwriting Agreement • August 4th, 2005 • Baidu.com, Inc. • Services-computer programming, data processing, etc. • New York
Baidu.com, Inc., a company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,208,696 American Depositary Shares (“ADSs”) representing 3,208,696 Class A ordinary shares, par value US$0.00005 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to 481,304 additional ADSs representing 481,304 Ordinary Shares of the Company. The shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 831,706 ADSs representing 831,706 Ordinary Shares and, at the election of the Underwriters, up to 82,518 additional ADSs representing 82,518 Ordinary Shares. The aggregate of 4,040,402 ADSs representing 4,040,402 Ordinary Shares to be sold by the Company and the Selling Shar
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT by and between BAIDU (HONG KONG) LIMITED MOON SPV LIMITED JOYY INC. FUNSTAGE TECHNOLOGY LTD. TOPSTAGE TECHNOLOGY LTD. RUNDERFO INC. AND SOLELY FOR THE PURPOSES OF Section 4.3, Section 5.4, Section 6.3,...Share Purchase Agreement • March 9th, 2021 • Baidu, Inc. • Services-computer programming, data processing, etc. • Hong Kong
THIS SHARE PURCHASE AGREEMENT (as amended, restated, supplemented or modified through the date hereof, this “Agreement”) was originally entered into on November 16, 2020 and is amended and restated on this February 7, 2021
Termination AgreementTermination Agreement • September 6th, 2012 • Baidu, Inc. • Services-computer programming, data processing, etc.
Baidu Online Network Technology (Beijing) Co., Ltd.: a foreign-owned limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China (“Baidu Online”).
Amended and Restated Equity Purchase Option Agreement 3Equity Purchase Option Agreement • March 27th, 2015 • Baidu, Inc. • Services-computer programming, data processing, etc.
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:
• Exclusive Equity Purchase Option Agreement (the “Exclusive Option Agreement”)Exclusive Equity Purchase Option Agreement • March 28th, 2022 • Baidu, Inc. • Services-computer programming, data processing, etc.
AMENDED AND RESTATED EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 8th, 2016 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC on December 31, 2015 by the following parties:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 29th, 2011 • Baidu, Inc. • Services-computer programming, data processing, etc.
NOW THEREFORE, the Pledgee and the Pledgor through friendly negotiations hereby enter into this Agreement based upon the following terms:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 27th, 2013 • Baidu, Inc. • Services-computer programming, data processing, etc.
NOW THEREFORE, the Pledgee and the Pledgor through friendly negotiations hereby enter into this Agreement based upon the following terms:
