EX-4.23 EQUITY PLEDGE AGREEMENT






Exhibit 4.23




TRANSLATION




EQUITY PLEDGE AGREEMENT



This Equity Pledge Agreement (this “Agreement”) is entered into in [Location] on [Date] by the
following parties:




	 	 	 
	Pledgee:
	 	 
	 
	 	 
	Party A:

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

	 	Legal Address: 12/F., Ideal International Plaza, No. 58
North-West 4th Ring, Haidian District, Beijing, PRC, 100080
	 
	 	 
	Pledgor:
	 	 
	 
	 	 
	Party B:

	 	[An individual]
	 

	 	ID card No.:
	 

	 	Legal Address:






WHEREAS,





	1.	 	Party A (the “Pledgee”), a wholly foreign-owned enterprise registered in Beijing, the
People’s Republic of China (the “PRC”), has been licensed by the relevant PRC government
authorities to carry on the business of developing and manufacturing computer programs,
providing technical consulting and services for self-made products, constructing computer
network systems, selling self-made products (except for items that have not obtained specified
approvals).
	 
	2.	 	Party B (the “Pledgor”), is a citizen of the PRC. The Pledgor owns                     % of the equity
interest in [Name of the consolidated affiliated PRC entity], a limited liability company
registered in [Location] (the “Company”).
	 
	3.	 	Party A made a loan in an amount of RMB                                          (hereinafter the “Loan”) to Party B
and the parties executed a loan agreement (the “Loan Agreement”) on [Date]. The term of the
Loan is 10 years commencing from the execution date of the Loan Agreement.
	 
	4.	 	In order to ensure that Party B will perform its obligations under the Loan Agreement, the
Pledgor agrees to pledge all his/her equity interest in the Company as security for the
performance of his/her obligations under the Loan Agreement.




NOW THEREFORE, the Pledgee and the Pledgor through friendly negotiations hereby enter into this
Agreement based upon the following terms:





	1.	 	Definitions and Interpretation
	 
	 	 	Unless otherwise provided in this Agreement, the following terms shall have the following
meanings:






	 	1.1	 	“Pledge”: refers to the full content of Article 2 hereunder.
	 
	 	1.2	 	“Equity Interest”: refers to all of the equity interest in the Company legally
held by the Pledgor.
	 
	 	1.3	 	“Rate of Pledge”: refers to the ratio between the value of the Pledge under this
Agreement and the total amount of the Loan.
	 
	 	1.4	 	“Term of Pledge”: refers to the period provided for under Article 3.2 hereunder.
	 
	 	1.5	 	“Principal Agreement”: refers to the Loan Agreement.
	 
	 	1.6	 	“Event of Default”: refers to any event listed in Article 7.1 hereunder.
	 
	 	1.7	 	“Notice of Default”: refers to the notice of default issued by the Pledgee in
accordance with this Agreement.




 









 












	2.	 	Pledge
	 
	 	 	The Pledgor agrees to pledge his/her Equity Interest in the Company to the Pledgee as
security for his/her obligations under the Loan Agreement. The term “Pledge” under this
Agreement refers to the right of the Pledgee to be entitled to priority in receiving payment
in the form of the Equity Interest based on the conversion value thereof, or from the
proceeds from the auction or sale of the Equity Interest pledged by the Pledgor to the
Pledgee.






	3.	 	Rate of Pledge and Term of Pledge






	 	3.1	 	The rate of the Pledge
	 
	 	 	 	The rate of the Pledge shall be approximately 100%.
	 
	 	3.2	 	The term of the Pledge






	 	3.2.1	 	The Pledge shall take effect as of the date when the pledge of the
Equity Interest is recorded in the Register of Shareholders of the Company and
shall remain in effect until two (2) years after the obligations under the
Principal Agreement will have been fulfilled. The parties agree that, if
situations allow, they will use their best efforts to register the Pledge with the
Administration for Industry and Commerce at the place of registration of the
Company. However, the parties confirm that the effectiveness of this Agreement is
not subject to the registration unless the laws and regulations of the PRC provide
otherwise.
	 
	 	3.2.2	 	During the term of the Pledge, the Pledgee shall be entitled to
dispose of the pledged assets in accordance with this Agreement in the event that
the Pledgor does not perform his/her obligations under the Loan Agreement.






	4.	 	Physical Possession of Documents






	 	4.1	 	During the term of the Pledge under this Agreement, the Pledgor shall deliver the
physical possession of his/her Certificate of Capital Contribution and the Register of
Shareholders of the Company to the Pledgee within one (1) week from the execution date
of this Agreement.
	 
	 	4.2	 	The Pledgee shall be entitled to collect the dividends for the Equity Interest.
	 
	 	4.3	 	The Pledge under this Agreement will be recorded in the Register of Shareholders
of the Company.






	5.	 	Representation and Warranty of the Pledgor






	 	5.1	 	The Pledgor is the legal owner of the Equity Interest pledged.
	 
	 	5.2	 	Except for the benefit of the Pledgee, the Pledgor has not pledged the Equity
Interest or created other encumbrance on the Equity Interest.






	6.	 	Covenants of the Pledgor






	 	6.1	 	During the effective term of this Agreement, the Pledgor covenants to the Pledgee
for its benefit that the Pledgor shall:






	 	6.1.1	 	Not transfer or assign the Equity Interest, create or permit the
existence of any other pledges which may have an adverse effect on the rights or
benefits of the Pledgee without prior written consent of the Pledgee;






	 	6.1.2	 	Comply with laws and regulations with respect to the pledge of
rights; present to the Pledgee the notices, orders or suggestions with respect to
the Pledge issued or made by relevant government authorities within five (5) days
upon receiving such notices, orders or suggestions; comply with such notices,
orders or suggestions or, alternatively, at the 




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	 	 	 	reasonable request of the Pledgee
or with consent from the Pledgee, raise objection to such notices, orders or
suggestions;






	 	6.1.3	 	Timely notify the Pledgee of any events or any notices received
which may affect the Pledgor’s right to all or any part of the Equity Interest,
and any events or any received notices which may change the Pledgor’s warranties
and obligations under this Agreement or affect the Pledgor’s performance of its
obligations under this Agreement.






	 	6.2	 	The Pledgor agrees that the Pledgee’s right to the Pledge obtained from this
Agreement shall not be suspended or inhibited by any legal procedure initiated by the
Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any
other person.
	 
	 	6.3	 	The Pledgor promises to the Pledgee that in order to protect
or perfect the
security for the payment of the Loan, the Pledgor shall execute in good faith and cause
other parties who have interests in the Pledge to execute, all title certificates and
contracts, and/or perform any other actions (and cause other parties who have interests to
take actions) as required by the Pledgee and facilitate the exercise
of the rights and
authority granted to the Pledgee under this Agreement.
	 
	 	6.4	 	The Pledgor promises to the Pledgee that he/she will execute all amendment
documents (if applicable and necessary) in connection with the certificate of the Equity
Interest with the Pledgee or its designated person (being a natural person or a legal
entity) and, within a reasonable period, provide to the Pledgee all notices, orders and
decisions about the Pledge as the Pledgee deems necessary.
	 
	 	6.5	 	The Pledgor promises to the Pledgee that he/she will comply with and perform all
the guarantees, covenants, warranties, representations and conditions for the benefit of
the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the
Pledgee because of the Pledgor’s failure to perform in whole or in part its guarantees,
covenants, warranties, representations and conditions.






	7.	 	Event of Default






	 	7.1	 	The following events shall be regarded as events of default:






	 	7.1.1	 	Pledgor fails to perform his/her obligations under the Loan Agreement;
	 
	 	7.1.2	 	Any representation or warranty made by the Pledgor in Article 5
hereof contains material misleading statements or errors and/or the Pledgor
breaches any warranty in Article 5 hereof;
	 
	 	7.1.3	 	The Pledgor breaches the covenants under Article 6 hereof;
	 
	 	7.1.4	 	The Pledgor breaches another provision of this Agreement;
	 
	 	7.1.5	 	The Pledgor waives the pledged Equity Interest or transfers or
assigns the pledged Equity Interest without prior written consent from the
Pledgee;
	 
	 	7.1.6	 	Any of the Pledgor’s external loans, guaranties, compensations,
undertakings or other obligations (1) is required to be repaid or performed prior
to the scheduled due date because of a default; or (2) is due but cannot be repaid
or performed as scheduled, causing the Pledgee to believe that the Pledgor’s
ability to perform the obligations hereunder has been affected;
	 
	 	7.1.7	 	The Company is incapable of repaying its general debts or other
debts;





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	 	7.1.8	 	This Agreement becomes illegal or the Pledgor is not capable of
continuing to perform the obligations hereunder due to any reason other than force
majeure;
	 
	 	7.1.9	 	There have been adverse changes to the properties owned by the
Pledgor, causing the Pledgee to believe that the capability of the Pledgor to
perform the obligations hereunder has been affected;
	 
	 	7.1.10	 	The breach of the other provisions of this Agreement by the Pledgor due to
his/her act or omission.






	 	7.2	 	The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor
knows or discovers that any event specified under Article 7.1 hereof or any event that
may result in the foregoing events has occurred.






	 	7.3	 	Unless an event of default under Article 7.1 hereof has been solved to the
Pledgee’s satisfaction, the Pledgee, at any time when the event of default occurs or at
anytime thereafter, may give a written notice of default to the Pledgor, requiring the
Pledgor to immediately make full payment of the outstanding amount under the Loan
Agreement or requesting to exercise the Pledge in accordance with Article 8 hereof.






	8.	 	Exercise of the Pledge






	 	8.1	 	The Pledgor shall not transfer or assign the Equity Interest without prior
written approval from the Pledgee prior to the full performance of his/her obligations
under the Loan Agreement.
	 
	 	8.2	 	The Pledgee shall give a notice of default to the Pledgor when the Pledgee
exercises the Pledge.
	 
	 	8.3	 	Subject to Article 7.3, the Pledgee may exercise the Pledge when the Pledgee
gives a notice of default in accordance with Article 7.3 or at anytime thereafter.
	 
	 	8.4	 	The Pledgee is entitled to priority in receiving payment in the form of all or
part of the Equity Interest based on the conversion value thereof, or from the proceeds
from the auction or sale of all or part of the Equity Interest in accordance with legal
procedure, until the outstanding debt and all other payables of the Pledgor under Loan
Agreement are repaid.
	 
	 	8.5	 	The Pledgor shall not hinder the Pledgee from exercising the Pledge in accordance
with this Agreement and shall give necessary assistance so that the Pledgee could fully
exercise its Pledge.






	9.	 	Assignment






	 	9.1	 	The Pledgor shall not assign or transfer its rights and obligations hereunder
without prior consent from the Pledgee.
	 
	 	9.2	 	This Agreement shall be binding upon the Pledgor and his/her successors and be
binding on the Pledgee and each of its successors and permitted assigns.
	 
	 	9.3	 	To the extent permitted by law, the Pledgee may transfer or assign any or all of
its rights and obligations under the Loan Agreement to any person (natural person or
legal entity) designated by it at any time. In that case, the assignee shall have the
same rights and obligations as those of the Pledgee as if the assignee was an original
party hereto. When the Pledgee transfers or assigns the rights and obligations under the
Loan Agreement, it is only required to provide a written notice to the Pledgor, and at
the request of the Pledgee, the Pledgor shall execute the relevant agreements and/or
documents with respect to such transfer or assignment.
	 
	 	9.4	 	After the Pledgee has been changed as a result of a transfer or an assignment,
the new parties to the Pledge shall execute a new pledge contract.






	10.	 	Effectiveness and Term




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	 	 	This Agreement is effective as of the date first set forth above and from the date when the
pledge is recorded on the Company’s Register of Shareholders.
	 
	11.	 	Termination
	 
	 	 	This Agreement shall terminate when the loan under the Loan Agreement has been fully repaid
and the Pledgor no longer has any outstanding obligations under the Loan Agreement.
Thereafter, the Pledgee shall cancel or terminate this Agreement as soon as reasonably
practicable.
	 
	12.	 	Fees and Other Charges






	 	12.1	 	The Pledgor shall be responsible for all of the fees and actual expenses in
relation to this Agreement including, but not limited to, legal fees, production costs,
stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in
accordance with the laws, the Pledgor shall fully indemnify the Pledgee for such taxes
paid by the Pledgee.
	 
	 	12.2	 	In the event that the Pledgee has to make a claim against the Pledgor by any
means as a result of the Pledgor’s failure to pay any tax or expense payable by the
Pledgor under this Agreement, the Pledgor shall be responsible for all the expenses
arising from such claim (including but not limited to any taxes, handling fees,
management fees, litigation fees, attorney’s fees, and various insurance premiums in
connection with the disposition of the Pledge).






	13.	 	Force Majeure






	 	13.1	 	Force Majeure, which includes but is not limited to acts of governments, acts of
nature, fires, explosions, typhoons, floods, earthquake, tides, lightning or war, refers
to any unforeseen event that is beyond a party’s reasonable control and cannot be
prevented with reasonable care. However, any insufficiency of creditworthiness, capital
or financing shall not be regarded as an event beyond a party’s reasonable control. The
affected party by Force Majeure shall promptly notify the other party of such event
resulting in exemption.






	 	13.2	 	In the event that the affected party is delayed or prevented from performing its
obligations under this Agreement by Force Majeure, and only to the extent of such delay
and prevention, the affected party shall not be liable for obligations under this
Agreement. The affected party shall take appropriate measures to minimize or remove the
effects of Force Majeure and attempt to resume performance of the obligations that were
delayed or prevented by the event of Force Majeure. After the event of Force Majeure is
removed, both parties agree to resume the performance of this Agreement using their best
efforts.






	14.	 	Confidentiality
	 
	 	 	The parties to this Agreement acknowledge and confirm that all the oral and written materials
exchanged relating to this Agreement are confidential. Each party must keep such materials
confidential and can not disclose such materials to any other third party without the other
party’s prior written approval, unless: (a) the public knows or will know the materials (not
due of the disclosure by the receiving party); (b) the disclosed materials are required by
law or stock exchange rules to be disclosed; or (c) materials relating to the transactions
under this Agreement are disclosed to the parties’ legal or financial advisors, who must keep
them confidential as well. Disclosure of the confidential information by employees or
institutions hired by the parties is deemed as an act by the parties, therefore, subjecting
them to liability.






	15.	 	Dispute Resolution






	 	15.1	 	This Agreement shall be governed by and construed in accordance with PRC law.
	 
	 	15.2	 	The parties shall strive to settle any dispute arising from the interpretation or
performance of this Agreement through friendly consultation. In case no settlement can
be reached through consultation, each party can submit such matter to the China
International Economic and Trade
Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the
current rules of CIETAC, the arbitration proceedings shall be conducted in Chinese and
shall take place in Beijing, PRC. The arbitration award shall be final and binding upon
the parties.




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	16.	 	Notice
	 
	 	 	Any notice which is given by the parties hereto for the purpose of performing the rights and
obligations hereunder shall be in writing. Where such notice is delivered personally, the
time of notice is the time when such notice actually reaches the addressee; where such notice
is transmitted by telex or facsimile, the notice time is the time when such notice is
transmitted. If such notice does not reach the addressee on a business day or reaches the
addressee after business hours, the next business day following such day is the date of
notice. The delivery place is the address first written above for each of the parties hereto
or the address advised by such party in writing, including facsimile and telex, from time to
time.






	17.	 	Entire Contract
	 
	 	 	Notwithstanding Article 10, the parties agree that this Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matters herein upon its
effectiveness and supersedes and replaces all prior oral and/or written agreements and
understandings relating to the subject matters of this Agreement.






	18.	 	Severability
	 
	 	 	Should any provision of this Agreement be held invalid or unenforceable because of
inconsistency with applicable laws, such provision shall be invalid or unenforceable only to
the extent of such applicable laws without affecting the validity or enforceability of the
remainder of this Agreement.






	19.	 	Appendices
	 
	 	 	The appendices to this Agreement shall constitute an integral part of this Agreement.






	20.	 	Amendment or Supplement






	 	20.1	 	The parties may amend or supplement this Agreement by written agreement. The
amendments or supplements to this Agreement duly executed by both parties shall form an
integral part of this Agreement and shall have the same legal effect as this Agreement.
	 
	 	20.2	 	This Agreement and any amendments, modifications, supplements, additions or
changes hereto shall be in writing and shall be effective upon being executed and sealed
by the parties hereto.






	21.	 	Counterparts
	 
	 	 	This Agreement is executed in Chinese in duplicate, with each party hereto holding one copy.
Both originals have the same legal effect.





[Signature Page]




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




Legal Representative/Authorized Representative:                                                             



Seal:




Pledgor:




	 	 	 	 	 
	Signature:

	 	 	 	 
	 	 	 	 	 





[Name of the consolidated affiliated PRC entity]




Legal Representative/Authorized Representative:                                                             




Seal:



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