Proxy Agreement
Exhibit 4.43
This Proxy Agreement (this “Agreement”) is entered
into as of December 28, 2010 between the following two
parties in Beijing, PRC.
Party A: Xxxxxxx Xx, a citizen of the
People’s Republic of China (the “PRC”), PRC ID:
000000000000000000
Party B: Baidu Online Network Technology (Beijing)
Co., Ltd., a wholly foreign-owned enterprise registered in
Beijing, PRC under the laws of the PRC
WHEREAS
1. Party A established Baidu HR Consulting (Shanghai) Co.,
Ltd. (the “Company”) on December 28, 2010, in
which Party A owns 100% of the equity interests.
2. Party A is willing to entrust the person designated by
Party B with full authority to exercise
his/her
shareholder’s voting right at the Company’s
shareholders’ meetings.
NOW THEREFORE, the parties agree as follows:
1. Party A hereby agrees to irrevocably entrust the person
designated by Party B to exercise on
his/her
behalf all shareholder’s voting rights and other
shareholder’s rights at the shareholders’ meeting of
the Company in accordance with PRC law and the Company’s
articles of association, including, but not limited to, with
respect to the sale or transfer of all or part of Party A’s
equity interests in the Company and the appointment and election
of the executive directors and chairman of the Company.
2. Party B agrees to designate a person to accept the
entrustment by Party A pursuant to Article 1 of this Agreement,
and such person shall represent Party A in the exercise of Party
A’s shareholder’s voting rights and other
shareholder’s rights pursuant to this Agreement.
3. Party A hereby acknowledges that, regardless how his
equity interests in the Company will change,
he/she shall
entrust the person designated by Party B with all of his
shareholder’s voting rights and other shareholder’s
rights.
4. Party A hereby acknowledges that if Party B withdraws
the appointment of the relevant person to whom Party A has
entrusted his shareholder’s voting rights and other
shareholder’s rights,
he/she will
withdraw
his/her
authorization for this person and authorize other persons
designated by Party B to exercise
his/her
shareholder’s voting rights and other shareholder’s
rights at the shareholders’ meeting of the Company.
5. This Agreement shall become effective as of the date it
is duly executed by the parties’ authorized representatives.
6. The term of this Agreement shall be ten (10) years
and may be extended by agreement between the parties upon the
expiration hereof.
7. Any amendment to,
and/or
cancellation of, this Agreement shall be agreed by the parties
in writing.
Party A
| Signature: |
/s/ Xxxxxxx
Xx
|
Baidu Online Network Technology (Beijing) Co., Ltd.
| Authorized Representative: |
/s/ Xxxxx
Xxxx
|
Name: Xxxxx Xxxx
| Seal: | [Baidu Online Network Technology (Beijing) Co., Ltd. seal] |
This Agreement is agreed and accepted by:
Baidu HR Consulting (Shanghai) Co., Ltd.
| Authorized Representative: |
/s/ Xxxxxxx
Xx
|
Name: Xxxxxxx Xx
Seal: [Baidu HR Consulting
(Shanghai) Co., Ltd. seal]
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