DESCRIPTION OF THE NOTES
The following description is only a summary of the material terms of the Notes and does not purport to be complete. The Notes will be
issued under and governed by the indenture dated as of November 28, 2012, as supplemented by the fifth supplemental indenture to be dated as of ,
2017 (as so supplemented, the indenture), between us and The Bank of New York Mellon, as trustee (the trustee). The following description of certain material terms of the Notes is subject to, and is qualified in its entirety
by reference to, the indenture, including definitions of specified terms used in the indenture, and to the Trust Indenture Act of 1939, as amended. We urge you to read the indenture because it, and not this description, defines your rights as a
beneficial holder of the Notes. A form of the indenture has been filed as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus form a part. You may also request copies of the indenture from us
at our address set forth under Where You Can Find More Information in the accompanying prospectus. This summary supplements the description of the debt securities in the accompanying prospectus and, to the extent it is inconsistent,
replaces the description in the accompanying prospectus.
In this description, references to the Company,
we, us or our mean Baidu, Inc. only and do not include any of our Subsidiaries or Consolidated Affiliated Entities, unless the context otherwise requires.
20 Notes and the 20 Notes will each constitute a series of securities under the indenture. The 20 Notes
will initially be issued in an aggregate principal amount of US$ and will mature on 20 , and the 20 Notes
will initially be issued in an aggregate principal amount of US$ and will mature on 20 , unless the 20
Notes or the 20 Notes, as the case may be, are redeemed prior to their maturity pursuant to the indenture and the terms thereof. The 20 Notes will bear
interest at the rate of % per annum and the 20 Notes will bear interest at the rate of % per annum.
Interest on the Notes will accrue from , 2017 and will be payable semi-annually in arrears on and
of each year, beginning on , 2018, to the persons in whose names the Notes are registered at the close of business on the preceding
and , respectively, which we refer to as the record dates. At maturity, the Notes are payable at their principal amount plus accrued and unpaid interest
thereon. In any case where the payment of principal of, premium (if any) or interest on the Notes is due on a date that is not a Business Day (as defined under the heading Optional Redemption below), then payment of principal of, premium
(if any) or interest on the Notes, as the case may be, shall be made on the next succeeding Business Day and no interest shall accrue with respect to such payment for the period from and after such date that is not a Business Day to such next
succeeding Business Day. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Notes shall be denominated in minimum principal amounts of US$200,000 and in integral multiples of US$1,000 in excess thereof. The Notes
will be issued in global registered form.
The Notes will be our senior unsecured obligations issued under the indenture. The Notes will rank senior in right of payment to all of our
existing and future obligations expressly subordinated in right of payment to the Notes and rank at least equal in right of payment with all of our existing and future unsecured and unsubordinated obligations (subject to any priority rights pursuant
to applicable law). However, the Notes will be effectively subordinated to all of our existing and future secured obligations, to the extent of the value of the assets serving as security therefor, and be structurally subordinated to all existing
and future obligations and other liabilities of our Controlled Entities.
Issuance of Additional Notes
We may, from time to time, without the consent of the holders of the Notes, create and issue additional Notes having the same terms and
conditions as any series of the Notes in all respects (or in all respects except for