EX-4.24 EQUITY PURCHASE OPTION AGREEMENT






Exhibit 4.24




TRANSLATION




EXCLUSIVE EQUITY PURCHASE OPTION AGREEMENT



This Exclusive Equity Purchase Option Agreement (this “Agreement”) is entered into as of [Date]
among the following parties in [Location]:




	 	 	 
	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
	 
	 	 
	Party B: 

ID Number:

	 	[An individual]
	Legal Address:
	 	 
	 
	 	 
	Party C:

	 	[Name of the consolidated affiliated PRC entity]
	Legal Address:
	 	 





In this Agreement, Party A, Party B and Party C are called collectively as the “Parties” and each
of them is a “Party.”




WHEREAS:





	1.	 	Party A, is a wholly foreign-owned enterprise incorporated under the laws of the People’s
Republic of China (the “PRC”), which has technology expertise and practical experience in
computer software development and design, and also has rich experience and expertise in
information technology and service;
	 
	2.	 	Party C, a liability limited company incorporated in the PRC, is licensed by [Licensing
Agency] to carry out the business of [Business];
	 
	3.	 	Party B is the shareholder of Party C. Party B has ownership of ___% of the equity interest
in Party C (the “Equity Interest”);
	 
	4.	 	Party A and Party B entered into a loan agreement (the “Loan Agreement”) on [Date]; and
	 
	5.	 	Party A and Party B entered into an equity pledge agreement (the “Equity Pledge Agreement”)
on [Date].
	 
	 	 	NOW, THEREFORE, the Parties upon negotiation hereby agree as follows:
	 
	1.	 	Purchase and Sale of Equity Interest






	 	1.1	 	Granting of Rights
	 
	 	 	 	Party B (hereafter, the “Transferor”) hereby irrevocably grants to Party A an option to
purchase or cause any one or more designated persons (“Designated Persons”) to
purchase, to the extent permitted under PRC law, according to the steps determined by
Party A, at the price specified in Section 1.3 of this Agreement, and at any time from
the Transferor, a portion of, or all of, the equity interests held by the Transferor in
Party C (the “Option”).
	 
	 	 	 	No Option shall be granted to any third party other than Party A and/or the Designated
Persons. Party C hereby agrees to the granting of the Option by Party B to Party A
and/or the Designated Persons. The “person” set forth in this clause and this Agreement
means an individual person, corporation, joint venture, partnership, enterprise, trust
or a non-corporation organization.
	 
	 	1.2	 	Exercise Steps
	 
	 	 	 	Subject to PRC law and regulations, Party A and/or the Designated Persons may exercise the
Option by issuing a written notice (the “Notice”) to the Transferor, specifying the equity
interest to be purchased from the Transferor (the “Purchased Equity Interest”) and the manner
of such purchase.




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	 	1.3	 	Purchase Price






	 	1.3.1	 	If Party A exercises the Option, the purchase price of the Purchased
Equity Interest (“Purchase Price”) shall be equal to the original paid-in capital
paid by the Transferor for the Purchased Equity Interest, unless then applicable
PRC laws and regulations require appraisal of the Purchased Equity Interest or
stipulate other restrictions on the Purchase price.
	 
	 	1.3.2	 	If the applicable PRC laws require appraisal of the Purchased Equity
Interest or stipulate other restrictions on the Purchase Price at the time that
Party A exercises the Option, the Parties agree that the Purchase Price shall be
set at the lowest price permissible under applicable law.






	 	1.4	 	Transfer of the Purchased Equity Interest
	 
	 	 	 	At each exercise of the Option:






	 	1.4.1	 	The Transferor shall cause Party C to convene a shareholders’
meeting. During the meeting, resolutions approving the transfer of the Equity
Interest from the Transferor to Party A and/or the Designated Persons shall be
adopted;
	 
	 	1.4.2	 	The Transferor shall, in accordance the terms and conditions of this
Agreement and the Notice in connection with the Purchased Equity Interest, enter
into an equity transfer agreement with Party A and/or the Designated Persons (as
applicable) for each transfer;
	 
	 	1.4.3	 	The related parties shall execute all other requisite contracts,
agreements or documents, obtain all requisite government approvals and consents,
and take all necessary actions to transfer the valid ownership of the Purchased
Equity Interest to Party A and/or the Designated Persons free of any security
interest, and cause Party A and/or the Designated Persons to be the registered
owner(s) of the Purchased Equity Interest. In this clause and this Agreement,
“Security Interest” means guaranty, mortgage, pledge, third-party right or
interest, any share option, right of acquisition, right of first refusal, right of
set-off, ownership, detainment or other security arrangements. However, it does
not include any security interest arising under the Equity Pledge Agreement.






	 	1.5	 	Payment
	 
	 	 	 	The manner of payment of the Purchase Price shall be determined through negotiations
between Party A and/or the Designated Persons and the Transferor according to the
applicable laws at the time of the exercise of the Option. The Parties hereby agree
that, subject to applicable laws, Transferor shall repay to Party A any amount that is
paid by Party A and/or the Designated Persons to the Transferor in connection with the
Purchased Equity Interest, as the repayment of the loan principal under the Loan
Agreement, as well as legally permitted interests or capital.






	2.	 	Covenants Relating to the Equity Interest






	 	2.1	 	Covenants Relating to Party C
	 
	 	 	 	Party B and Party C hereby covenant:






	 	2.1.1	 	Not to supplement, amend or modify Party C’s articles of association
in any way, or to increase or decrease its registered capital, or to change its
registered capital structure in any way without Party A’s prior written consent;
	 
	 	2.1.2	 	To maintain the corporate existence of Party C and operate its
business and deal with matters prudently and effectively according to good
financial and business rules and practices;




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	 	2.1.3	 	Not to sell, transfer, mortgage or otherwise dispose of, or permit
any other security interest to be created on, any of Party C’s assets, business or
legal or beneficial interests in its revenue at any time after the signing of this
Agreement without Party A’s prior written consent;
	 
	 	2.1.4	 	Not to create, succeed to, guarantee or permit any liability,
without Party A’s prior written consent, except (i) liabilities arising from the
normal course of business, but not arising from loans; and (ii) liabilities
disclosed to Party A and approved by Party A in writing;
	 
	 	2.1.5	 	To operate persistently all the business in the normal course of
business to maintain the value of Party C’s assets, and not to commit any act or
omission that would affect its operations and asset value;
	 
	 	2.1.6	 	Without prior written consent by Party A, not to enter into any
material agreement, other than agreements entered into in Party C’s normal course
of business (for purpose of this paragraph, an agreement will be deemed material
if its value exceeds RMB[100,000]);
	 
	 	2.1.7	 	Not to provide loans or credit to any person without Party A’s prior
written consent;
	 
	 	2.1.8	 	To provide all information relating to Party C’s operations and
financial conditions upon the request of Party A;
	 
	 	2.1.9	 	To purchase and maintain insurance from insurance companies accepted
by Party A. The amount and category of the insurance shall the same as those of
the insurance normally procured by companies engaged in similar businesses and
possessing similar properties or assets in the area where Party C is located;
	 
	 	2.1.10	 	Not to merge or consolidate with, or acquire or invest in, any person without
Party A’s prior written consent;
	 
	 	2.1.11	 	To promptly notify Party A of any pending or threatened suit, arbitration or
administrative proceedings concerning Party C’s assets, business or revenue;
	 
	 	2.1.12	 	To execute all necessary or appropriate documents, to take all necessary or
appropriate actions and to bring all necessary or appropriate claims or to make
all necessary and appropriate defenses against all claims in order for Party C to
maintain the ownership over all its assets;
	 
	 	2.1.13	 	Not to distribute dividends to Party C’s shareholders in any way without Party
A’s prior written consent. However, Party C shall promptly distribute all or part
of its distributable profits to its shareholders upon Party A’s request;
	 
	 	2.1.14	 	At the request of Party A, to appoint persons nominated by Party A to be the
directors of Party C.






	 	2.2	 	Covenants Relating to the Transferor
	 
	 	 	 	Party B hereby covenants:






	 	2.2.1	 	Not to sell, transfer, mortgage or otherwise dispose of, or allow
any other security interest to be created on, the legal or beneficial interest in
the Equity Interest at any time after the signing of this Agreement without Party
A’s prior written consent, other than the pledge created on Party B’s Equity
Interest in accordance with the Equity Pledge Agreement;
	 
	 	2.2.2	 	Without Party A’s prior written consent, not to vote for or sign any
shareholders’ resolution at Party C’s shareholders’ meetings to approve the sale,
transfer, mortgage or disposition in any other manner of, or the creation of any
other security interest on, any legal or beneficial interest in the Equity
Interest, except to or for the benefit of Party A or its designated persons;




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	 	2.2.3	 	Without Party A’s prior written consent, not to vote for or sign any
shareholders’ resolution at Party C’s shareholders’ meetings to approve Party C’s
merger or consolidation with, acquisition of or investment in, any person;
	 
	 	2.2.4	 	To promptly notify Party A of any pending or threatened suit,
arbitration or administrative proceedings concerning the Equity Interest owned by
it;
	 
	 	2.2.5	 	To cause the shareholders’ meeting to approve the transfer of the
Purchased Equity Interest under this Agreement;
	 
	 	2.2.6	 	To execute all necessary or appropriate documents, to take all
necessary or appropriate actions and to bring all necessary or appropriate claims
or to make all necessary and appropriate defenses against all claims in order to
maintain his/her ownership over the Equity Interest;
	 
	 	2.2.7	 	At the request of Party A, to appoint persons nominated by Party A
to be the directors of Party C;
	 
	 	2.2.8	 	At any time, upon the request of Party A, to transfer its Equity
Interest immediately and unconditionally to the representative designated by Party
A, and waive its preemptive right with respect to the transfer of equity interest
by the other shareholder of Party C;
	 
	 	2.2.9	 	To fully comply with the provisions of this Agreement and the other
agreements entered into jointly or respectively by and among the Transferor, Party
C and Party A, perform all obligations under these agreements and not commit any
act or omission that would affect the validity and enforceability of these
agreements.






	3.	 	Representations and Warranties
	 
	 	 	As of the execution date of this Agreement and every transfer date, each of the Transferor
and Party C hereby represents and warrants to Party A as follows:






	 	3.1	 	It has the power and authority to execute and deliver this Agreement, and any
equity transfer agreement (“Transfer Agreement”) to which it is party for each transfer
of the Purchased Equity under this Agreement and to perform its obligations under this
Agreement and any Transfer Agreement. Once executed, this Agreement and any Transfer
Agreement to which it is party will constitute a legal, valid and binding obligation of
it enforceable against it in accordance with its terms;
	 
	 	3.2	 	The execution, delivery and performance of this Agreement or any Transfer
Agreement by it will not: (i) violate any relevant PRC laws and regulations; (ii)
conflict with its articles of association or other organizational documents; (iii)
violate or constitute a default under any contract or instrument to which it is party or
that binds upon it; (iv) violate any condition for the grant and/or continued
effectiveness of any permit or approval granted to it; or (v) cause any permit or
approval granted to it to be suspended, cancelled or attached with additional
conditions;
	 
	 	3.3	 	Party C has good and marketable ownership interest in all of its assets and has
not created any security interest on the said assets;
	 
	 	3.4	 	Party C has no outstanding liabilities, except (i) liabilities arising in its
normal course of business; and (ii) liabilities disclosed to Party A and approved by
Party A in writing;
	 
	 	3.5	 	Party C complies with all PRC laws and regulations applicable to the acquisition
of assets;
	 
	 	3.6	 	There are currently no existing, pending or threatened litigation, arbitration or
administrative proceedings related to the Equity Interest, Party C’s assets or Party C;
and
	 
	 	3.7	 	The Transferor has good and marketable ownership interest in the Equity Interest
and has not created any security interest on such Equity Interest, other than the
security interest pursuant to the Equity Pledge Agreement.




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	4.	 	Assignment of Agreement






	 	4.1	 	Party B and Party C shall not assign their rights and obligations under this
Agreement to any third party without the prior written consent of Party A.
	 
	 	4.2	 	Party B and Party C hereby agree that Party A may assign all its rights and
obligation under this Agreement to a third party without the consent of Party B and
Party C, but such assignment shall be notified in writing to Party B and Party C.






	5.	 	Effective Date and Term






	 	5.1	 	This Agreement shall be effective as of the date first set forth above.
	 
	 	5.2	 	The term of this Agreement is ten (10) years unless terminated earlier in
accordance with the provisions of this Agreement or related agreements entered into by
the Parties. This Agreement may be extended with the written consent of Party A before
its expiration. The term of the extension shall be decided by the Parties through
negotiation.
	 
	 	5.3	 	If the duration of operation (including any extension thereof) of Party A or
Party C is expired or terminated for other reasons within the term set forth in Article
5.2, this Agreement shall be terminated simultaneously, except in the situation where
Party A has assigned its rights and obligations in accordance with Article 4.2 hereof.






	6.	 	Applicable Law and Dispute Resolution






	 	6.1	 	Applicable Law
	 
	 	 	 	The formation, validity, interpretation and performance of and settlement of disputes
under this Agreement shall be governed by the laws of the PRC.
	 
	 	6.2	 	Dispute Resolution
	 
	 	 	 	Any dispute arising in connection with the interpretation and performance of the
provisions of this Agreement shall be resolved by the Parties in good faith through
negotiations. In case no resolution can be reached by the Parties within thirty (30)
days after either party makes a request for dispute resolution through negotiations,
either party may refer such dispute to China International Economic and Trade
Arbitration Commission (“CIETAC”) for arbitration in accordance with CIETAC’s
arbitration rules then in effect. The seat of arbitration shall be Beijing and language
of proceedings shall be Chinese. The arbitral award shall be final and binding upon the
Parties.






	7.	 	Taxes and Expenses
	 
	 	 	Every Party shall, in accordance with PRC laws, bear any and all transfer and registration
taxes, expenses and charges incurred by or levied on it with respect to the preparation and
execution of this Agreement and each Transfer Agreement and the consummation of the
transactions contemplated under this Agreement and each Transfer Agreement.
	 
	8.	 	Confidentiality
	 
	 	 	The Parties acknowledge and confirm any oral or written materials exchanged by the Parties in
connection with this Agreement are confidential. The Parties shall maintain the
confidentiality of all such materials. Without the written approval by the other Parties, any
Party shall not disclose to any third party any relevant materials, but the following
circumstances shall be excluded:






	 	8.1	 	Materials that are or will become known by the public (through no fault of the
receiving party);
	 
	 	8.2	 	Materials required to be disclosed by the applicable laws or rules of the stock
exchange;




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	 	8.3	 	Materials disclosed by each Party to its legal or financial advisors relating the
transactions contemplated by this Agreement, and such legal or financial advisors shall
comply with the confidentiality provisions set forth in this Article 8. Any disclosure
of confidential information by the personnel of any Party or by the institutions engaged
by such Party shall be deemed as a disclosure by such Party, and such Party shall be
liable for the breach under this Agreement. This Article 8 shall survive the invalidity,
cancellation, termination or unenforceability of this Agreement for any reason.






	9.	 	Further Assurances
	 
	 	 	The Parties agree to promptly execute documents and take further actions that are reasonably
required for, or beneficial to, the purpose of performing the provisions and carrying out the
intent of this Agreement.
	 
	10.	 	Miscellaneous






	 	10.1	 	Amendment, Modification or Supplement
	 
	 	 	 	Any amendment or supplement to this Agreement shall be made by the Parties in writing.
The amendments or supplements duly executed by each Party shall be deemed as a part of
this Agreement and shall have the same legal effect as this Agreement.
	 
	 	10.2	 	Entire Agreement
	 
	 	 	 	Notwithstanding Article 5 of this Agreement, the Parties acknowledge that once this
Agreement becomes effective, it shall constitute the entire agreement of the Parties
with respect to the subject matters hereof and shall supersede all prior oral and/or
written agreements and understandings by the Parties with respect to the subject
matters hereof.
	 
	 	10.3	 	Severability
	 
	 	 	 	If any provision of this Agreement is judged to be invalid, illegal or unenforceable in
any respect according to any applicable law or regulation, the validity, legality and
enforceability of the other provisions hereof shall not be affected or impaired in any
way. The Parties shall, through good-faith negotiations, replace those invalid, illegal
or unenforceable provisions with valid provisions that may bring about economic effects
as similar as possible to those from such invalid, illegal or unenforceable provisions.
	 
	 	10.4	 	Headings
	 
	 	 	 	The headings contained in this Agreement are for the convenience of reference only and
shall not be used for the interpretation or explanation or otherwise affect the meaning
of the provisions of this Agreement.
	 
	 	10.5	 	Language and Copies
	 
	 	 	 	This Agreement is executed in Chinese in three copies; each Party holds one copy and
each copy has the same legal effect.
	 
	 	10.6	 	Successor
	 
	 	 	 	This Agreement shall bind upon and inure to the benefit of the successors and permitted
assigns of each Party.
	 
	 	10.7	 	Survival
	 
	 	 	 	Any obligation arising from or becoming due under this Agreement before its expiration
or premature termination shall survive such expiration or premature termination.
Articles 6, 8 and 9 and this Section 11.7 shall survive the termination of this
Agreement.




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	 	10.8	 	Waiver
	 
	 	 	 	Any Party may waive the terms and conditions of this Agreement by a written instrument
signed by the Parties. Any waiver by a Party to a breach by the other Parties in a
specific situation shall not be construed as a waiver to any similar breach by the
other Parties in other situations.




IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by himself/herself, its
legal representative or its duly authorized representative as of the date first written above.



[No text below on this page]




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[Signature Page]




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




Legal Representative/Authorized Representative:                                                             




Seal:




Party B: [An individual]




Signature:                                                             




Party C: [Name of consolidated affiliated PRC entity]




Legal Representative/Authorized Representative:                                                             




Seal:





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