EX-4.22 PROXY AGREEMENT






Exhibit 4.22




TRANSLATION




Proxy Agreement



This Proxy Agreement (this “Agreement”) is entered into as of [Date] between the following two
parties in [Location].



Party A: 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 and [Name of the other shareholder] jointly established [Name of the consolidated
affiliated PRC entity] (the “Company”) on [Date], in which Party A owns ___% of the equity
interests and [Name of the other shareholder] owns ___% 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
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/her equity interests in the Company will
change, he/she shall entrust the person designated by Party B with all of his/her
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 Baidu.com, 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/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:                                                             




Baidu Online Network Technology (Beijing) Co., Ltd.




Authorized Representative:                                                             

Name:

Title:



This Agreement is agreed and accepted by:




[Name of consolidated affiliated PRC entity]




Authorized Representative:                                                             

Name:

Title:





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