F-3ASR
BAIDU, INC. filed this Form F-3ASR on 06/26/2017
Entire Document
 
EX-25.1

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

 

 

New York   13-5160382

(Jurisdiction of incorporation of

organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification Number)

One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip Code)

 

 

Baidu, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Cayman Islands   Not Applicable
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)
Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, the People’s Republic of China   100085
(Address of principal executive offices)   (Zip Code)

 

 

Debt Securities

(Title of the indenture securities)

 

 

 


Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee.

 

  a) Name and address of each examining or supervising authority to which it is subject.

 

Name

  

Address

Superintendent of Banks of the State of New York   

One State Street, New York, N.Y.

10004-1417, and Albany, N.Y.

12223

Federal Reserve Bank of New York   

33 Liberty Street, New York, N.Y.

10045

Federal Deposit Insurance Corporation    Washington, D.C. 20429
New York Clearing House Association    New York, N.Y. 10005

 

  b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

 

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form TA filed with Registration Statement No. 33-6215, Exhibits la and lb to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333454173).


  6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in Hong Kong, on the 26th day of June, 2017.

 

The Bank of New York Mellon
By:  

/s/ Eva Tam

Name:   Eva Tam
Title:   Vice President


Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2017, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

     Dollar amounts in thousands  

ASSETS

  

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

     4,709,000  

Interest-bearing balances

     76,610,000  

Securities:

  

Held-to-maturity securities

     39,282,000  

Available-for-sale securities

     69,398,000  

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     0  

Securities purchased under agreements to resell

     12,837,000  

Loans and lease financing receivables:

  

Loans and leases held for sale

     0  

Loans and leases held for investment

     31,190,000  

LESS: Allowance for loan and lease losses

     137,000  

Loans and leases held for investment, net of allowance

     31,053,000  

Trading assets

     2,430,000  

Premises and fixed assets (including capitalized leases)

     1,054,000  

Other real estate owned

     4,000  

Investments in unconsolidated subsidiaries and associated companies

     535,000  

Direct and indirect investments in real estate ventures

     0  

Intangible assets:

  

Goodwill

     6,259,000  

Other intangible assets

     900,000  

Other assets

     15,235,000  
  

 

 

 

Total assets

     260,306,000  
  

 

 

 


LIABILITIES

  

Deposits:

  

In domestic offices

     111,491,000  

Noninterest-bearing

     71,892,000  

Interest-bearing

     39,599,000  

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     101,847,000  

Noninterest-bearing

     7,456,000  

Interest-bearing

     94,391,000  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     373,000  

Securities sold under agreements to repurchase

     2,754,000  

Trading liabilities

     1,828,000  

Other borrowed money:

  

(includes mortgage indebtedness and obligations under capitalized leases)

     10,174,000  

Not applicable

  

Not applicable

  

Subordinated notes and debentures

     515,000  

Other liabilities

     6,120,000  
  

 

 

 

Total liabilities

     235,102,000  
  

 

 

 

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     1,135,000  

Surplus (exclude all surplus related to preferred stock)

     10,600,000  

Retained earnings

     14,997,000  

Accumulated other comprehensive income

     -1,878,000  

Other equity capital components

     0  

Total bank equity capital

     24,854,000  

Noncontrolling (minority) interests in consolidated subsidiaries

     350,000  

Total equity capital

     25,204,000  
  

 

 

 

Total liabilities and equity capital

     260,306,000  
  

 

 

 


I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

 

Gerald L. Hassell
Samuel C. Scott
Joseph J. Echevarria            

 

          Directors