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Baidu, Inc. Message Board

  • eye_zen Jun 5, 2011 2:00 PM Flag

    Read their annual report!!

    Do you own due diligence!

    R E A D Baidu’s 20-F

    Annual and transition report of foreign private issuers pursuant to
    sections 13 or 15(d)
    Filed on 03/29/2011
    Filed Period 12/31/2010

    Go to page 32:

    You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited,
    because we are incorporated under Cayman Islands law, conduct most of our operations in China and all of our officers reside outside the
    United States.
    We are incorporated in the Cayman Islands, and conduct most of our operations in China through our wholly owned subsidiaries and
    consolidated affiliated entities in China. All of our officers and a majority of our directors reside outside the United States and some or all of the
    assets of those persons are located outside of the United States. As a result, it may not be possible to effect service of process within the United
    States or elsewhere outside China upon our senior executive officers, including with respect to matters arising under U.S. federal securities laws or
    applicable state securities laws.
    It may also be difficult or impossible for you to bring an action against us or against our directors and officers in the Cayman Islands or in
    China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing
    an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of
    our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of
    the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the
    merits. Moreover, our PRC counsel has advised us that the PRC does not have treaties with the United States or many other countries providing for
    the reciprocal recognition and enforcement of judgment of courts.
    Our corporate affairs are governed by our memorandum and articles of association and by the Companies Law (2010 Revision) and common
    law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the
    fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.
    The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from
    English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the
    fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial
    precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and
    provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative
    action before the federal courts of the United States.
    As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our
    management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

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