Proxy Agreement
Exhibit 4.36
This Proxy Agreement (this “Agreement”) is entered
into between the following two parties in Beijing, PRC.
Party A: Hu Cai, a citizen of the People’s Republic
of China (the “PRC”)
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 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 entrust the person designated by
Party B with full authority to exercise his 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 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
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 shall entrust
the person designated by Party B with all of his
shareholder’s voting rights and other shareholder’s
rights. If Party A transfers
his/her
equity interests in the Company to any individual or company,
other than Xxxxx.xxx, Inc., Party B, or the individuals or
entities designated by Party B (each, a “Transferee”),
Party A shall cause such Transferee to, concurrently with the
execution of the equity transfer documents, sign an agreement
with the same terms and conditions as this Agreement to entrust
the person designated by Party B with the shareholder’s
voting rights and other shareholder’s rights of the
Transferee.
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 will withdraw his authorization
for this person and authorize other persons designated by Party
B to exercise his 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.
Hu Cai
| Signature: |
/s/ Hu
Cai
|
Baidu Online Network Technology (Beijing) Co., Ltd.
| Authorized Representative: |
Xxxxx
Xxxx
|
| Signature: |
/s/ Xxxxx
Xxxx
|
Seal: [Baidu Online Network Technology (Beijing) Co., Ltd. seal]
This Agreement is agreed and accepted by:
Beijing BaiduPay Science and Technology Co., Ltd.
| Authorized Representative: |
Cai
Hu
|
| Signature: |
/s/ Cai
Hu
|
Seal: [Beijing BaiduPay Science and Technology Co., Ltd. seal]
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