Amended Statement of Ownership (sc 13g/a)
February 13 2019 - 7:13AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule
13d-102)
Information to Be Included in Statements Filed Pursuant to Rules
13d-1
(b), (c) and (d) and
Amendments Thereto Filed Pursuant To
13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Baidu, Inc.
(Name of Issuer)
Class A Ordinary Shares
Class B Ordinary Shares
(Title of Class of Securities)
G07034104
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G07034104
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13G
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Page
2
of 7 Pages
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1
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Name of
Reporting Person
Robin Yanhong Li
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
The Peoples Republic of
China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
5,654,180
1
ordinary shares.
Handsome Reward Limited may also be deemed to have sole voting power with respect to 5,590,755 ordinary shares.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
5,654,180
1
ordinary shares.
Handsome Reward Limited may also be deemed to have sole dispositive power with respect to 5,590,755 ordinary shares.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,654,180 ordinary shares
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10
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ☒
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11
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Percent Of Class Represented By Amount
In Row 9
16.1%
2
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12
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Type of Reporting Person
IN
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1
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Includes (i) 37,665 Class A Ordinary Shares directly held by Mr. Li on record, (ii) 21,481 Class A ordinary
shares in the form of ADSs held by Mr. Li in the brokerage account of the administrator of the issuers employee stock option program, (iii) 4,279 Class A Ordinary Shares issuable to Mr. Li upon exercise of options within 60 days after December
31, 2018, (iv) 5,490,000 Class B Ordinary Shares held on record by Handsome Reward Limited, a British Virgin Islands company wholly owned by Mr. Li, (v) 24,193 Class A ordinary shares in the form of ADSs held by Handsome Reward Limited in the
brokerage account of the administrator of the issuers employee stock option program, (vi) 71,605 Class A Ordinary Shares issuable to Handsome Reward Limited upon exercise of options within 60 days after the date of December 31, 2018, and (vii)
4,957 Class A Ordinary Shares issuable to Handsome Reward Limited upon vesting of restricted shares within 60 days after December 31, 2018. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The
rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class
A Ordinary Share is entitled to one vote per share.
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2
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Assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.
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CUSIP No. G07034104
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13G
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Page
3
of 7 Pages
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1
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Name Of
Reporting Person
Handsome Reward Limited
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
5,590,755
3
ordinary shares. Robin
Yanhong Li may also be deemed to have sole voting power with respect to the above shares.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
5,590,755
3
ordinary shares. Robin
Yanhong Li may also be deemed to have sole dispositive power with respect to the above shares.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,590,755 ordinary shares
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount
in Row 9
16.0%
4
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12
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Type of Reporting Person
CO
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3
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Includes (i) 5,490,000 Class B Ordinary Shares held on record, (ii) 24,193 Class A ordinary shares in the form
of ADSs held by Handsome Reward Limited in the brokerage account of the administrator of the issuers employee stock option program, (iii) 71,605 Class A Ordinary Shares issuable upon exercise of options within 60 days after December 31, 2018,
and (iv) 4,957 Class A Ordinary Shares issuable upon vesting of restricted shares within 60 days after December 31, 2018.
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4
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Assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.
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CUSIP No. G07034104
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13G
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Page
4
of 7 Pages
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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No. 10 Shangdi 10th Street
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Haidian District, Beijing 100085
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The Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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No. 10 Shangdi 10th Street
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Haidian District, Beijing 100085
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The Peoples Republic of China
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No. 10 Shangdi 10th Street
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Haidian District, Beijing 100085
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The Peoples Republic of China
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Robin Yanhong Li The Peoples Republic of China
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Handsome Reward Limited British Virgin Islands
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Item 2(d).
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Title of Class of Securities:
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Class A Ordinary Shares and Class B Ordinary Shares (collectively, Ordinary Shares)
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CUSIP No. G07034104
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13G
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Page
5
of 7 Pages
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b),
or
240.13d-2(b)
or (c), check whether the persons filing is a:
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The following information with respect to the ownership of the Ordinary Shares of the issuer by each of the reporting persons is provided as
of December 31, 2018:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct
the vote:
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Shared
power to
vote or to
direct
the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or
to direct the
disposition of:
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Robin Yanhong Li
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5,654,180
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16.1
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%
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5,654,180
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0
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5,654,180
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0
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Handsome Reward Limited
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5,590,755
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16.0
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%
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5,590,755
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0
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5,590,755
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0
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The above table includes collectively those Class A Ordinary Shares and Class B Ordinary
Shares held by each reporting person, and assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.
As of December 31, 2018, Robin Yanhong Li was the record owner of 37,665 Class A Ordinary Shares, and owned 21,481 Class A
ordinary shares in the form of ADSs in the brokerage account of the administrator of the issuers employee stock option program. Mr. Li also had right to acquire 4,279 Class A Ordinary Shares upon exercise of options granted under the
Companys share incentive plans within 60 days after December 31, 2018.
As of December 31, 2018, Handsome Reward Limited,
a British Virgin Islands company, was the record owner of 5,490,000 Class B Ordinary Shares, and owned 24,193 Class A ordinary shares in the form of ADSs in the brokerage account of the administrator of the issuers employee stock
option program. Handsome Reward Limited also had right to acquire 71,605 Class A Ordinary Shares upon exercise of options, and 4,957 Class A Ordinary Shares upon vesting of restricted shares, granted under the Companys share
incentive plans within 60 days after December 31, 2018. Robin Yanhong Li is the sole owner and director of Handsome Reward Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, Robin Yanhong Li may be deemed to beneficially own all of the shares held by Handsome Reward Limited.
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CUSIP No. G07034104
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13G
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Page
6
of 7 Pages
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The voting power of the shares beneficially owned by Robin Yanhong Li represented 55.2% of
the total outstanding voting power of the Company as of December 31, 2018. The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Companys
holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares is entitled to ten
votes per share on all matters submitted to them for a vote.
Melissa Ma, Robin Yanhong Lis wife, was the record owner of 1,510,000
Class B Ordinary Shares as of December 31, 2018, owned 2,917 ADSs in the brokerage account of the administrator of the issuers employee stock option program, and had the right to acquire 870 Class A Ordinary Shares upon the
vesting of restricted share units granted under the Companys share incentive plan within 60 days after December 31, 2018. Robin Yanhong Li may be deemed to share beneficial ownership of the shares owned by Melissa Ma. Robin Yanhong Li
expressly disclaims such beneficial ownership of the shares beneficially owned by Melissa Ma.
Item 5.
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Ownership of Five Percent or Less of a Class:
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Controlling Person:
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Item 8.
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Identification and Classification of Members of the Group:
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Item 9.
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Notice of Dissolution of Group:
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CUSIP No. G07034104
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13G
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Page
7
of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 13, 2019
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Robin Yanhong Li
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By:
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/s/ Robin Yanhong Li
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Robin Yanhong Li
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Handsome Reward Limited
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By:
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/s/ Robin Yanhong Li
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Name:
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Robin Yanhong Li
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Title:
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Director
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LIST OF EXHIBITS
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Exhibit
No.
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Description
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A
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Joint Filing Agreement
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