Proxy Agreement
Exhibit 4.78
(English Translation)
This Proxy Agreement (this “Agreement”) is entered into as of August 26, 2011 between the following three parties in Beijing, PRC.
Party A: Xxxxx Xxxxxxx Xx, a PRC citizen, with the ID number
Party B: Xxxx Xxxx, a PRC citizen, with the ID number
Party C: Baidu Online Network Technology (Beijing) Co., Ltd., a foreign-owned limited liability company incorporated and validly existing under the laws of the PRC (“Baidu Online”)
WHEREAS
| 1. | Baidu Netcom Science Technology Co., Ltd. (“Baidu Netcom”) was incorporated on June 5, 2011. Xxxxx Xxxxxxx Xx and Xxxx Xxxx hold 99.5% and 0.5% of the shares in Baidu Netcom, respectively. |
| 2. | Xxxxx Xxxxxxx Xx is willing to entrust the person designated by Baidu Online with full authority to exercise its shareholder’s voting right at Baidu Netcom’s shareholders’ meetings. |
| 3. | Xxxx Xxxx is willing to entrust the person designated by Baidu Online with full authority to exercise its shareholder’s voting right at Baidu Netcom’s shareholders’ meetings. |
NOW THEREFORE, the parties agree as follows:
| 1. | Xxxxx Xxxxxxx Xx hereby agrees to irrevocably entrust the person designated by Baidu Online to exercise on his behalf of all shareholder’s voting rights and other shareholder’s rights at the shareholders’ meeting of Baidu Netcom in accordance with PRC law and Baidu Netcom’s articles of association, including, but not limited to, with respect to the sale or transfer of all or part of his equity interests in Baidu Netcom and the appointment and election of the executive directors and chairman of Baidu Netcom. |
| 2. | Baidu Online agrees to designate a person to accept the entrustment by Xxxxx Xxxxxxx Xx pursuant to Article 1 of this Agreement, and such person shall represent Xxxxx Xxxxxxx Xx in the exercise of his shareholders’ voting rights and other shareholders’ rights pursuant to this Agreement. |
| 3. | Xxxx Xxxx hereby agrees to irrevocably entrust the person designated by Baidu Online to exercise on his behalf of all shareholder’s voting rights and other shareholder’s rights at the shareholders’ meeting of Baidu Netcom in accordance with PRC law and Baidu Netcom’s articles of association, including, but not limited to, with respect to the sale or transfer of all or part of his equity interests in Baidu Netcom and the appointment and election of the executive directors and chairman of Baidu Netcom. |
| 4. | Baidu Online agrees to designate a person to accept the entrustment by Xxxx Xxxx pursuant to Article 3 of this Agreement, and such person shall represent Xxxx Xxxx in the exercise of his shareholder’s voting rights and other shareholder’s rights pursuant to this Agreement. |
| 5. | Xxxxx Xxxxxxx Xx and Xxxx Xxxx hereby acknowledge that, regardless how their equity interests in Baidu Netcom will change, they shall entrust the person designated by Baidu Online with all of their shareholders’ voting rights and other shareholders’ rights. If Xxxxx Xxxxxxx Xx or Xxxx Xxxx transfers his equity interests in Baidu Netcom to Baidu Online, parent company of Baidu Online, Baidu, Inc. or persons or any persons out of the entities designated by Baidu Online (the “transferee”), he should ensure that the transferee shall sign an agreement with identical contents with this Agreement beside any equity transfer document, which in the purpose of entrust the person designated by Baidu Online to exercise on his behalf of all shareholders’ voting rights and other shareholders’ rights. |
| 6. | Xxxxx Xxxxxxx Xx and Xxxx Xxxx hereby acknowledge that, if one of them ceases to be a shareholder of Baidu Netcom, the other person shall continue to perform this Agreement. |
| 7. | Xxxxx Xxxxxxx Xx and Xxxx Xxxx hereby acknowledge that, if Baidu Online withdraws the appointment of the relevant person to whom they have entrusted their shareholders’ voting rights and other shareholders’ rights, they will withdraw their authorization for this person and authorize other persons designated by Baidu Online to exercise their shareholders’ voting rights and other shareholders’ rights at the shareholders’ meeting of Baidu Netcom. |
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[No text on the signature page]
| Xxxxx Xxxxxxx Xx | ||
| Signature: /s/ Xxxxx Xxxxxxx Xx | ||
| Xxxx Xxxx | ||
| Signature: /s/ Xxxx Xxxx | ||
| Baidu Online Network Technology (Beijing) Co., Ltd. | ||
| Authorized Representative: | ||
| Signature: | /s/ Xxxxx Xxxx | |
| Seal: (Seal) Baidu Online Network Technology (Beijing) Co., Ltd. | ||
| This Agreement is agreed and accepted by: | ||
| Agreed and accepted by: | ||
| Baidu Netcom Science Technology Co., Ltd. | ||
| Authorized Representative: | ||
| Signature: | /s/Authorized Representative | |
| Seal: (Seal) Baidu Netcom Science Technology Co., Ltd. | ||
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