made to the Underwriting Agreement, dated as of [●] 2018 (the Underwriting Agreement), by and among Baidu, Inc., an exempted company limited by shares under the laws of the Cayman Islands (the Company),
and Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC, as representatives of the several Underwriters named in Schedule 1 thereto. Capitalized terms used but not defined herein have the respective meanings given to such terms in the
Underwriting Agreement. This Officers Certificate is being furnished pursuant to Section 6(d) of the Underwriting Agreement,
I, [name], [title] of the Company, do hereby certify on behalf of the Company as follows:
1. To the best of my knowledge, the representations set forth in Sections 2(a) and 2(c) of the Underwriting Agreement
are true and correct as of the Closing Date.
2. The other representations and warranties of the Company in the
Underwriting Agreement are true and correct as of the Closing Date and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied thereunder on or prior to the Closing Date.
3. No order suspending the effectiveness of the Registration Statement is in effect and no proceeding for such purpose,
pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act is pending before or threatened by the Commission.
4. No event or condition of a type described in Section 2(f) of the Underwriting Agreement has occurred or exists
as of the Closing Date, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto).
IN WITNESS WHEREOF, I have signed this certificate as of date first written above.