Exhibit 4.21


 


US$650,000,000


 


NIO INC.


 


4.50% CONVERTIBLE SENIOR NOTES DUE 2024


 


PURCHASE AGREEMENT


 


January 30, 2019


 




     


     


    

 


January 30, 2019


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010


U.S.A.


 


J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179


U.S.A.


 


Morgan Stanley & Co. LLC


1585 Broadway


New York, New York 10036


U.S.A.


 


Goldman Sachs (Asia) L.L.C.


68th Floor, Cheung Kong Center


2 Queens Road


Central, Hong Kong


 


As representatives (the “Representatives”)
of the several Purchasers named in Schedule I hereto


 


Ladies and Gentlemen:


 


1.          Introductory.
NIO Inc., an exempted company incorporated in the Cayman Islands (the “Company”), proposes to issue and sell
(such issuance and sale, the “Offering”) to the several initial purchasers named in Schedule I hereto (the
 “Purchasers”) US$650,000,000 principal amount of its 4.50% Convertible Senior Notes due 2024 (the “Firm
Securities”) and, at the election of the Purchasers, up to an additional US$100,000,000 principal amount of such 4.50%
Convertible Senior Notes due 2024 (the “Optional Securities”; the Firm Securities and the Optional Securities
which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”),
each to be issued under an indenture dated as of February 4, 2019 (the “Indenture”), between the Company and
The Bank of New York Mellon, as trustee (the “Trustee”).


 


The American depositary shares (the “ADSs”)
to be issued upon conversion of the Offered Securities are to be issued pursuant to and in accordance with the deposit agreement
dated as of September 11, 2018 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas,
as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”)
issued by the Depositary and evidencing ADSs, as supplemented, for the purposes of the Offering, by a deposit agreement for restricted
securities to be dated February 4, 2019 between the Company and the Depositary (the “Restricted Issuance Agreement”).
The ADSs will be evidenced by ADRs and each ADS will initially represent the right to receive one Class A ordinary share, par value
US$0.00025 per share of the Company (the “Ordinary Shares”) deposited pursuant to the Deposit Agreement. The
ADSs issuable upon conversion of the Offered Securities shall be hereinafter referred to as the “Underlying ADSs.”


 




     


     


    

 


The Offered Securities will be sold without
being registered under the United States Securities Act of 1933, as amended (the “Securities Act”), to qualified
institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“Rule
144A”) and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation
S”).


 


In connection with the sale of the Offered
Securities, the Company has prepared a preliminary offering memorandum dated January 29, 2019 (the “Preliminary Offering
Memorandum”) and a final offering memorandum dated January 30, 2019 (the “Final Offering Memorandum”)
including a description of the terms of the Offered Securities, the terms of the offering and a description of the Company. For
purposes of this Agreement, “Additional Written Offering Communication” means any written communication (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Offered
Securities other than the Preliminary Offering Memorandum or the Final Offering Memorandum, and “Offering Document”
means the Preliminary Offering Memorandum together with the Additional Written Offering Communications identified in Schedule II
to this Agreement. As used herein, the terms Preliminary Offering Memorandum, Offering Document and Final Offering Memorandum shall
include the documents, if any, incorporated by reference therein on the date hereof. The terms “supplement”, “amendment”
and “amend” as used herein with respect to the Preliminary Offering Memorandum, the Offering Document, the Final Offering
Memorandum or any Additional Written Offering Communication shall include all documents subsequently filed by the Company with
the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that are deemed to be incorporated by reference therein. The “Applicable
Time” means 9:00 p.m. (New York time) on January 30, 2019.


 


In connection with the offering of the Offered
Securities, the Company is separately entering into capped call transactions with one or more of the Purchasers (or affiliates
thereof) (the “Capped Call Counterparties”) pursuant to separate capped call confirmations (the “Base
Capped Call Confirmations”), each to be dated the date hereof, and in connection with any exercise by the Purchasers
of their option to purchase any Optional Securities, the Company and the Capped Call Counterparties may enter into additional capped
call transactions pursuant to additional capped call confirmations (the “Additional Capped Call Confirmations”
and, together with the Base Capped Call Confirmations, the “Capped Call Confirmations”), each to be dated the
date on which the Purchasers exercise their option to purchase the Optional Securities.


 




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In connection with the offering of the Offered
Securities, the Company is also separately entering into zero-strike call option transactions with one or more of the Purchasers
(or affiliates thereof) pursuant to separate zero-strike call option confirmations (the “Zero-Strike Call Option Confirmations”),
each to be dated on or around the date hereof.


 


The Company hereby agrees with the several Purchasers as follows:


 


2.          Representations
and Warranties of the Company. The Company represents and warrants to and agrees with each of the Purchasers that:


 


(a)          (i)
The Offering Document, at the Applicable Time, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and
(ii) the Final Offering Memorandum, at the Applicable Time, does not, and on each Closing Date (as defined below), as then amended
or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Offering Document
or the Final Offering Memorandum that are based upon information relating to any Purchaser furnished to the Company in writing
by such Purchaser through you expressly for use therein, it being understood and agreed that the only such information is that
described as such in Section 8(b) hereof.


 


(b)          The
Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Offering
Document and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or
be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, results of operations,
business or prospects of the Company and its Subsidiaries and Affiliated Entities (as defined below), taken as a whole, or on the
ability of the Company to carry out its obligations under this Agreement, the Indenture, the Offered Securities, the Deposit Agreement,
the Capped Call Confirmations and the Zero-Strike Call Option Confirmations (a “Material Adverse Effect”). The
currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply
with the requirements of applicable Cayman Islands law and are in full force and effect.


 




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(c)          Each
of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act, but for
the avoidance of any doubt, excluding any non-consolidated joint ventures, associates and their subsidiaries that are not controlled
by the Company) has been identified on Schedule III-A hereto (the “Subsidiaries”), and the entities through
which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual
arrangements and their subsidiaries (the “Affiliated Entities”) have been identified on Schedule III-B hereto.
Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation or organization
in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate power and authority
to own its property and to conduct its business as described in the Offering Document and is duly qualified to transact business
and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires
such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse
Effect; all of the Equity Interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or
indirectly by the Company, are fully paid and non-assessable (to the extent they have become due and payable under the charter
documents of the applicable Subsidiaries) and are free and clear of all material (individually or in aggregate) liens, encumbrances,
equities or claims (for purpose of this Agreement, “Equity Interests” shall mean the share capital or equity
interest of each Subsidiary owned by the Company, another Subsidiary or another affiliate (as defined in Rule 405 under the Securities
Act) of the Company); all of the equity interests in each of the Affiliated Entities have been duly and validly authorized and
issued, are fully paid and non-assessable (to the extent they have become due and payable under the charter documents of the applicable
Subsidiaries) and are owned as described in the Offering Document, free and clear of all liens, encumbrances, equities or claims
(other than the share pledge contemplated under the Corporate Structure Contracts (as defined below)). None of the outstanding
share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of preemptive or similar rights
of any security holder of such Subsidiary or Affiliated Entity. All of the currently effective constitutive or organizational documents
of each of the Subsidiaries and Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation
or organization and are in full force and effect.


 


(d)          Upon
issuance and delivery of the Offered Securities in accordance with this Agreement and the Indenture, the Offered Securities will
be convertible at the option of the holder thereof into cash, ADSs representing Ordinary Shares or a combination thereof in accordance
with the terms of the Offered Securities; the Ordinary Shares underlying the ADSs to be issued upon conversion of the Offered Securities
may be freely deposited by the Company with the Depositary against issuance of ADRs evidencing the ADSs; the maximum number of
Ordinary Shares issuable upon conversion of the Offered Securities have been duly authorized and reserved and when issued upon
conversion of the Offered Securities in accordance with the terms of the Offered Securities, will be validly issued, fully paid
and non-assessable and will conform to the description thereof contained in the Offering Document, and the issuance of the Ordinary
Shares will not be subject to any preemptive rights of the shareholders of the Company.


 




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(e)          Except
as described in the Offering Document, (i) none of the Company nor any of its Subsidiaries or Affiliated Entities is prohibited,
directly or indirectly, from (1) paying any dividends or making any other distributions on its share capital, (2) making or repaying
any loan or advance to the Company or any other Subsidiary or Affiliated Entity or (3) transferring any of its properties or assets
to the Company or any other Subsidiary or Affiliated Entity; and (ii) all interest, principal, premium, if any, and other payments
due or made on the Offered Securities and dividends and other distributions declared and payable on the Underlying ADSs issuable
upon conversion thereof (or the Ordinary Shares represented thereby) (1) may be converted into foreign currency that may be freely
transferred out of any such entity’s jurisdiction of incorporation or tax residence, without the consent, approval, authorization
or order of, or qualification with, any court or governmental agency or body in any such entity’s jurisdiction of incorporation
or tax residence; (2) are not and will not be subject to withholding, value added or other taxes under the currently effective
laws and regulations of any such entity’s jurisdiction of incorporation or tax residence; and (3) may be made without the
necessity of obtaining any consents, approvals, authorizations, orders, registrations, clearances or qualifications of or with
any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction
over the Company, any of the Subsidiaries or the Affiliated Entities or any of their respective properties, assets or operations
(each, a “Governmental Entity”).


 


(f)          The
description of the corporate structure of the Company and the various contracts among certain Subsidiaries, the shareholders of
the Affiliated Entities and the Affiliated Entities (each a “Corporate Structure Contract” and collectively
the “Corporate Structure Contracts”), as the case may be, as set forth in the Offering Document under the captions
 “Corporate History and Structure” and “Related Party Transactions”, is true and accurate in all material
respects and nothing has been omitted from such description which would make it misleading in any material respect. There is no
other material agreement, contract or other document relating to the corporate structure or the operation of the Company together
with its Subsidiaries and the Affiliated Entities taken as a whole, which has not been previously disclosed or made available to
the Purchasers and disclosed in the Offering Document.


 


(g)          Each
Corporate Structure Contract has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and
legally binding obligation of the parties thereto, enforceable in accordance with its terms (except as disclosed in the Offering
Document), subject, as to the enforcement of remedies, to the effects of (1) bankruptcy, reorganization, insolvency, fraudulent
conveyance, moratorium or similar laws affecting creditors’ rights generally from time to time in effect, (2) general principles
of equity (whether considered in a proceeding in equity or at law) and (3) an implied covenant of good faith and fair dealing (collectively,
the “Enforcement Limitations”). No consent, approval, authorization, or order of, or filing or registration
with, any Governmental Entity is required for the performance of the obligations under any Corporate Structure Contract by the
parties thereto, except as already obtained or disclosed in the Offering Document; and no consent, approval, authorization, order,
filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has
not been fulfilled or performed. Except as described in the Offering Document under the heading “Risks Relating to Our Corporate
Structure”, the corporate structure of the Company complies with all applicable PRC laws and regulations, and neither the
corporate structure of the Company nor any of the Corporate Structure Contracts violates, breaches, contravenes or otherwise conflicts
with any applicable PRC laws. There is no legal or governmental proceeding, inquiry or investigation pending against the Company,
the Subsidiaries or the Affiliated Entities or shareholders of the Affiliated Entities in any jurisdiction challenging the validity
of any of the Corporate Structure Contracts, and to the knowledge of the Company, no such proceeding, inquiry or investigation
is threatened in any jurisdiction.


 




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(h)          The
execution, delivery and performance of each Corporate Structure Contract by the parties thereto do not and will not result in a
breach or violate any of the terms or provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance,
equity or claim upon any property or assets of the Company or any of the Subsidiaries or the Affiliated Entities pursuant to (i)
the constitutive or organizational documents of the Company or any of the Subsidiaries or the Affiliated Entities, (ii) any existing
statute, rule, regulation or order of any Governmental Entity as currently in effect having jurisdiction over the Company or any
of the Subsidiaries or the Affiliated Entities or any of their properties, or any arbitration award, or (iii) any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries or any of the Affiliated
Entities is a party or by which the Company or any of the Subsidiaries or the Affiliated Entities is bound or to which any of the
properties of the Company or any of the Subsidiaries or the Affiliated Entities is subject, except, in the case of (iii), where
such breach, violation or default would not individually or in the aggregate have a Material Adverse Effect. Each Corporate Structure
Contract is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms
or provisions of such Corporate Structure Contract. None of the parties to any of the Corporate Structure Contracts has sent or
received any communication regarding termination of, or intention not to renew, any of the Corporate Structure Contracts, and to
the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto.


 


(i)          The
Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated
Entities, through certain of its Subsidiaries' rights to exercise the voting rights of the shareholders of the Affiliated Entities.


 


(j)          This
Agreement has been duly authorized, executed and delivered by the Company.


 




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(k)          The
Indenture has been duly authorized; the Offered Securities have been duly authorized; and when the Offered Securities are delivered
and paid for by the Purchasers pursuant to this Agreement on each Closing Date (as defined below), the Indenture will have been
duly executed and delivered by the Company, such Offered Securities will have been duly executed, issued and delivered and will
conform to the description thereof contained in the Offering Document and the Indenture and such Offered Securities will constitute
valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to the Enforcement Limitations.


 


(l)          The
Capped Call Confirmations have been duly authorized, executed and delivered by the Company and, assuming due execution and delivery
thereof by the other parties thereto, are valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms, subject to the Enforcement Limitations; the Capped Call Confirmations will conform in all material
respects to the descriptions thereof in the Offering Document.


 


(m)          The
Zero-Strike Call Option Confirmations have been duly authorized, executed and delivered by the Company and, assuming due execution
and delivery thereof by the other parties thereto, are valid and legally binding obligations of the Company, enforceable against
the Company in accordance with their terms, subject to the Enforcement Limitations; the Zero-Strike Call Option Confirmations will
conform in all material respects to the descriptions thereof in the Offering Document.


 


(n)          The
Deposit Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement
of the Company, enforceable in accordance with its terms, subject to the Enforcement Limitations; the Restricted Issuance Agreement
has been duly authorized and when the Offered Securities are delivered and paid for by the Purchasers pursuant to this Agreement
on each Closing Date (as defined below), the Restricted Issuance Agreement will have been duly executed and delivered by the Company;
and upon issuance by the Depositary of ADRs evidencing Underlying ADSs and the deposit of Ordinary Shares in respect thereof in
accordance with the provisions of the Deposit Agreement and Restricted Issuance Agreement, such ADRs will be duly and validly issued
and the persons in whose names the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement;
and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Offering Document.


 


(o)          The
authorized share capital of the Company conforms as to legal matters to the description thereof contained the Offering Document.


 




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(p)          Neither
the Company nor any of its Subsidiaries or Affiliated Entities is (i) in breach of or in default under any laws, regulations, rules,
orders, decrees, guidelines or notices of its jurisdiction of organization or any other jurisdiction where it operates, (ii) in
violation of its constitutive or organizational documents, or (iii) in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of (i) and (iii)
above, where any such breach or default would not, individually or in aggregate, have a Material Adverse Effect.


 


(q)          The
execution and delivery by the Company of this Agreement, the Indenture, the Capped Call Confirmations, the Zero-Strike Call Option
Confirmations and the Restricted Issuance Agreement, the performance by the Company of its obligations under this Agreement, the
Indenture, the Offered Securities, the Capped Call Confirmations, the Zero-Strike Call Option Confirmations, the Deposit Agreement
and the Restricted Issuance Agreement and the consummation by the Company of the transactions hereunder and thereunder (including
the issuance and sale of the Offered Securities), will not contravene any provision of applicable law or the memorandum and articles
of incorporation of the Company or any agreement or other instrument binding upon the Company or any of its Subsidiaries or Affiliated
Entities that is material to the Company and its Subsidiaries and Affiliated Entities, taken as a whole, or any judgment, order
or decree of any Governmental Entity having jurisdiction over the Company or any Subsidiary or Affiliated Entity, and no consent,
approval, authorization or order of, or qualification with, any Governmental Entity is required for the performance by the Company
of its obligations under this Agreement, the Indenture, the Deposit Agreement, the Restricted Issuance Agreement, the Capped Call
Confirmations, the Zero-Strike Call Option Confirmations or the consummation by the Company of the issuance and sale of the Offered
Securities, except (i) the Registration Certificate (as defined below) and the filings with NDRC (as defined below) described in
subsection (r) below and (ii) such consents, approvals, authorizations, orders, registrations or qualifications as may be required
under applicable state Blue Sky securities laws in connection with the purchase and resale of the Offered Securities by each Purchaser.


 


(r)          The
Company (through a PRC Subsidiary) obtained an enterprise foreign debt registration certificate dated January 21, 2019 with a validity
period of one year (the “Registration Certificate”) from the National Development and Reform Commission (“NDRC”).
Such registration has not been withdrawn and is not subject to any condition which has not been fulfilled or performed, except
for the filing by such PRC Subsidiary with NDRC of the requisite information and documents within ten (10) business days in the
PRC after the date of issuance of the Offered Securities in accordance with the Circular on Promoting the Reform of the Administrative
System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (国家发展改革委关于推进企业发行外债备案登记制管理改革的通知(发改外资
[2015] 2044 号)) (the “NDRC Circular”).


 




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(s)          The
application of the net proceeds from the offering of Offered Securities, as described in the Offering Document, will not (i) contravene
any provision of any current and applicable laws or the current constituent documents of the Company or any of its Subsidiaries
or Affiliated Entities, (ii) contravene the terms or provisions of, or constitute a default under, any material indenture, mortgage,
deed of trust, loan agreement, note, lease or other agreement or instrument currently binding upon the Company or any of its Subsidiaries
or Affiliated Entities, or (iii) contravene or violate the terms or provisions of any order or decree of any Governmental Entity
having jurisdiction over the Company or any Subsidiary or Affiliated Entity.


 


(t)          There
has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries and Affiliated Entities,
taken as a whole, from that set forth in the Offering Document.


 


(u)          There
are no legal or governmental proceedings pending, or to the knowledge of the Company, threatened, to which the Company or any of
its Subsidiaries or Affiliated Entities is a party or to which any of the properties of the Company or any of its Subsidiaries
or Affiliated Entities is subject (other than proceedings accurately described in all material respects in the Offering Document
and proceedings that would not have a Material Adverse Effect).


 


(v)         The
Company is not, and after giving effect to the offering and sale of the Offered Securities, the application of the proceeds thereof
as described in the Offering Document, the Capped Call Confirmations and the Zero-Strike Call Option Confirmations will not be,
required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


 


(w)          The
Company and its Subsidiaries and Affiliated Entities (i) are in compliance with any and all applicable national, provincial, local
and foreign laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance
with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect.


 


(x)          There
are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have
a Material Adverse Effect.


 




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(y)          (i)
None of the Company or its Subsidiaries or Affiliated Entities or any director or officer thereof, or, to the Company’s knowledge,
any of its or their affiliates or employees, or any agent or other representative thereof, is aware of or has taken or will take
any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practice Act of 1977,
as amended, and the rules of regulations thereunder, the U.K. Bribery Act 2010, as amended, and the rules and regulations thereunder,
or any other applicable anti-corruption law in furtherance of an offer, payment, promise to pay, or authorization or approval of
the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official
(including any officer or employee of a government or government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official
or candidate for political office) (“Government Official”) in order to influence official action, or to any
person in violation of any applicable anti-corruption laws; (ii) the Company and its Subsidiaries and Affiliated Entities and its
and their affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and
since instituting have maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve
compliance with such laws and with the representations and warranties contained herein; and (iii) neither the Company nor its Subsidiaries
or Affiliated Entities will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise
to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable
anti-corruption laws.


 


(z)          The
operations of the Company and its Subsidiaries and Affiliated Entities are and have been conducted at all times in compliance with
all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title
III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act) and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries
and Affiliated Entities conduct business, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering
Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body
or any arbitrator involving the Company or any of its Subsidiaries or Affiliated Entities with respect to the Anti-Money Laundering
Laws is pending or, to the best knowledge of the Company, threatened.


 


(aa)         (i)
None of the Company, any of its Subsidiaries or Affiliated Entities, or any director or officer thereof, or, to the Company’s
knowledge, any agent, affiliate, employee or other representative of the Company or any of its Subsidiaries or Affiliated Entities,
is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:


 




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(A)         the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union (“EU”)
(including under Council Regulation (EC) No. 194/2008), Her Majesty’s Treasury (“HMT”), the State Secretariat
for Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), or engaged in any activities
sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act, the Iran
Threat Reduction and Syria Human Rights Act, or any applicable executive order, or


 


(B)         located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba,
Iran, North Korea and Syria).


 


(ii)        The
Company will not, directly or indirectly, use the proceeds of the offering received by the Company, or lend, contribute or otherwise
make available such proceeds to any Subsidiary, Affiliated Entity, joint venture partner or other Person:


 


(A)         to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions; or


 


(B)         in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as underwriter, advisor, investor or otherwise).


 


(iii)       For
the past 5 years, the Company and its Subsidiaries and Affiliated Entities have not knowingly engaged in, are not now knowingly
engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that
at the time of the dealing or transaction is or was the subject of Sanctions.


 


(bb)         Subsequent
to the respective dates as of which information is given in the Offering Document, (i) the Company and its Subsidiaries and Affiliated
Entities have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction;
(ii) the Company has not purchased any of its outstanding share capital, nor declared, paid or otherwise made any dividend or distribution
of any kind on its share capital other than ordinary and customary dividends; and (iii) there has not been any material change
in the share capital, short-term debt or long-term debt of the Company and its Subsidiaries and Affiliated Entities, except in
each case as described in the Offering Document.


 




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(cc)       The
Company and its Subsidiaries and Affiliated Entities have good and marketable title (in fee simple in the case of real property
in applicable jurisdictions, and valid land use rights and building ownership certificates in the case of real property in the
PRC) to all real property and good and marketable title to all personal property owned by them which is material to the business
of the Company and its Subsidiaries and Affiliated Entities taken as a whole, in each case free and clear of all liens, encumbrances
and defects except such as are described in the Offering Document or such as do not materially affect the value of such property
or interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Affiliated Entities;
and any real property and buildings held under lease by the Company and its Subsidiaries and Affiliated Entities which are material
to the business of the Company and its Subsidiaries and Affiliated Entities taken as a whole are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed
to be made of such property and buildings by the Company and its Subsidiaries and Affiliated Entities, except in each case as described
in the Offering Document.


 


(dd)       The
Company and its Subsidiaries and Affiliated Entities own, possess, or have been authorized to use, or can acquire on reasonable
terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, trade secrets, inventions, technology,
know-how and other intellectual property and similar rights, including registrations and applications for registration thereof
(collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business as now conducted,
and either the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a
Material Adverse Effect or the Company believes it will be able to renew such Intellectual Property Rights on acceptable terms.
To the knowledge of the Company, (i) there is no material infringement, misappropriation, breach, default or other violation, or
the occurrence of any event that with notice would constitute any of the foregoing, by the Company or its Subsidiaries or Affiliated
Entities or third parties of any of the Intellectual Property Rights of the Company or its Subsidiaries or Affiliated Entities;
(ii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Subsidiaries’
or Affiliated Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights,
and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (iii) there is no pending or
threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries or Affiliated Entities infringes,
misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others
and the Company is unaware of any other fact which would form a reasonable basis for any such claim, except in each case covered
by clauses (i) to (iii) such as would not, if determined adversely to the Company or its Subsidiaries or Affiliated Entities, individually
or in the aggregate, have a Material Adverse Effect.


 




    	 	12	 



     


    

 


(ee)       No
material labor dispute with the employees of the Company or any of its Subsidiaries or Affiliated Entities exists, except as described
in the Offering Document, or, to the knowledge of the Company, is imminent; and, to the Company’s knowledge, there is no
existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors
that could have a Material Adverse Effect.


 


(ff)         Neither
the Company nor any of its Subsidiaries or Affiliated Entities has sent or received any written communication regarding termination
of, or intent not to renew, any of the material contracts or agreements specifically referred to or described in the Offering Document,
and no such termination or non-renewal has been threatened by the Company, any of its Subsidiaries or Affiliated Entities or, to
the Company’s knowledge, any other party to any such contract or agreement.


 


(gg)       The
Company and each of its Subsidiaries and Affiliated Entities are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as the Company believes are prudent and customary in the businesses in which they are
engaged; neither the Company nor any of its Subsidiaries or Affiliated Entities has been refused any insurance coverage sought
or applied for; and neither the Company nor any of its Subsidiaries or Affiliated Entities has any reason to believe that it will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except in each case
as described in the Offering Document.


 


(hh)       Except
as described in the Offering Document under the heading “We may be adversely affected by the complexity, uncertainties and
changes in PRC regulations on internet-related as well as automotive businesses and companies”, (i) the Company and its Subsidiaries
and Affiliated Entities possess all licenses, consents, authorizations, approvals, orders, certificates and permits issued by the
appropriate national, provincial, local or foreign regulatory authorities necessary to conduct their respective businesses; (ii)
neither the Company nor any of its Subsidiaries or Affiliated Entities has received any notice of proceedings relating to the revocation
or modification of any such license, consent, authorization, approval, order, certificate or permit which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; and (iii) the Company and its
Subsidiaries and Affiliated Entities are in compliance with the provisions of all such licenses, consents, authorizations, approvals,
orders, certificates or permits in all material respects.


 




    	 	13	 



     


    

 


(ii)         Except
as described in the Offering Document, the Company and each of its Subsidiaries and Affiliated Entities maintain effective internal
control over financial reporting (as defined under Rule 13-a15 and Rule 15d-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) and a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or
specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. Except as described in the Offering Document, since the end of
the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control
over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under
the Exchange Act); such disclosure controls and procedures have been designed to ensure that material information relating to the
Company and its Subsidiaries and Affiliated Entities is made known to the Company’s principal executive officer and principal
financial officer by others within those entities; and such disclosure controls and procedures are effective.


 


(jj)         The
Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder
or implementing the provisions thereof (the “Sarbanes-Oxley Act”) with which the Company is required to comply.


 


(kk)         PricewaterhouseCoopers
Zhong Tian LLP, who have certified certain financial statements of the Company, are independent public accountants as required
by the Securities Act and the rules and regulations of the Commission thereunder and are independent in accordance with the requirements
of the U.S. Public Company Accounting Oversight Board.


 


(ll)         The
audited consolidated financial statements (and the notes thereto) of the Company included in the Offering Document fairly present
in all material respects the consolidated financial position of the Company as of the dates specified and the consolidated results
of operations and changes in the consolidated financial position of the Company for the periods specified, and such financial statements
have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods presented (other than as described
therein); the summary and selected consolidated financial data included in the Offering Document present fairly the information
shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included
therein. The Company is not reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors
have recommended that the Company review or investigate, (i) adding to, deleting, changing the application of, or changing the
Company’s disclosure with respect to, any of the Company’s material accounting policies, (ii) any matter that could
result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior
two fiscal years, or (iii) except as disclosed in the Offering Document, any material weakness, change in internal controls or
fraud involving management or other employees who have a significant role in internal controls.


 




    	 	14	 



     


    

 


(mm)      The
section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical
Accounting Policies” in the Offering Document accurately describes: (i) accounting policies which the Company believes are
the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s
most difficult, subjective or complex judgments (“Critical Accounting Policies”); and (ii) judgments and uncertainties
affecting the application of Critical Accounting Policies; and the Company’s Board of Directors and management have reviewed
and agreed with the selection, application and disclosure of Critical Accounting Policies and have consulted with its legal counsel
and independent public accountants with regard to such disclosure.


 


(nn)       The
section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the
Offering Document and fairly describes: (i) all material trends, demands, commitments, events, uncertainties and risks, and the
potential effects thereof, that the Company believes would materially affect liquidity and are reasonably likely to occur; and
(ii) all off-balance sheet transactions, arrangements, and obligations, including, without limitation, relationships with unconsolidated
entities that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company
or any of its Subsidiaries or Affiliated Entities, such as structured finance entities and special purpose entities (collectively,
 “off-balance sheet arrangements”) that are reasonably likely to have a material effect on the liquidity of the Company
and its Subsidiaries and Affiliated Entities taken as a whole or the availability thereof or the requirements of the Company or
any of its Subsidiaries or Affiliated Entities for capital resources.


 


(oo)       The
statements in the Offering Document under the headings “Offering Summary,” “Risk Factors,” “Description
of the Notes”, “Enforceability of Civil Liabilities,” “Corporate History and Structure,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation,”
 “Management”, “Related Party Transactions,” “Description of Share Capital,” “Description
of American Depositary Shares,” “Description of Capped Call
Transactions”, “Description of Zero-Strike Call Option
Transactions”, “Taxation” and “Plan of Distribution,” insofar as such statements summarize
legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such matters described
therein in all material respects.


 


(pp)       Any
statistical and market-related data included in the Offering Document are based on or derived from sources that the Company reasonably
believes to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use of such
data from such sources.


 




    	 	15	 



     


    

 


(qq)       Neither
the Company nor any of its Subsidiaries, Affiliated Entities or, to the knowledge of the Company, any of its affiliates has taken,
directly or indirectly, any action which was designed to or which has constituted or which might reasonably be expected to cause
or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the
Offered Securities.


 


(rr)         Except
as disclosed in the Offering Document, the Company and each of its Subsidiaries and Affiliated Entities have filed all national,
provincial, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions
thereof (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect) and have
paid all taxes required to be paid through the date of this Agreement (except for cases in which the failure to pay would not have
a Material Adverse Effect, or, except as currently being contested in good faith and for which adequate reserves required by U.S.
GAAP have been created in the financial statements of the Company), and no tax deficiency has been, or could reasonably expected
to be, determined adversely to the Company or any of its Subsidiaries or Affiliated Entities which has had (nor does the Company
nor any of its Subsidiaries or Affiliated Entities have any notice or knowledge of any tax deficiency which could reasonably be
expected to be determined adversely to the Company or its Subsidiaries or Affiliated Entities and which could reasonably be expected
to have) a Material Adverse Effect.


 


(ss)       The
Company has not distributed and, prior to the later of the Firm Closing Date or any Optional Closing Date and the completion of
the distribution of the Offered Securities will not distribute, any offering material in connection with the offering and sale
of the Offered Securities other than the Offering Document and the documents listed on Schedule II hereto.


 


(tt)         Except
as described in the Offering Document, none of the Company or any of its Subsidiaries or Affiliated Entities is engaged in any
material transactions with its directors, officers, management, shareholders, or any other affiliate, including any person who
formerly held a position as a director, officer and/or shareholder.


 


(uu)       There
are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against
the Company or any Purchaser for a brokerage commission, finder’s fee or other similar payment in connection with the issuance
and sale of the Offered Securities.


 




    	 	16	 



     


    

 


(vv)       The
Company is aware of and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises
by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission,
the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”)
and the State Administration of Foreign Exchange of the PRC on August 8, 2006 (as amended, together with any official clarification,
guidance, interpretation or implementation rules related thereto, the “M&A Rules”), in particular the relevant
provisions thereof which purport to require offshore special purpose vehicles, or SPVs, formed for listing purposes and controlled
directly or indirectly by PRC companies or individuals, to obtain the approval of the CSRC prior to the listing and trading of
their securities on an overseas stock exchange; the Company has received legal advice specifically with respect to the M&A
Rules from its PRC counsel and the Company understands such legal advice; and the Company has fully communicated all relevant portions
of such legal advice from its PRC counsel to each of its directors and each director has confirmed that he or she understands such
legal advice; the Company and each director of the Company understand the potential personal liability to which each director of
the Company and the executive officers of the Company may be subject in the event that the offering and sales of the Offered Securities
as contemplated in this Agreement or the listing and trading of the Underlying ADSs on the New York Stock Exchange upon conversion
of the Offered Securities were deemed not to be in compliance with the M&A Rules.


 


(ww)      The
issuance and sale of the Offered Securities, the listing and trading of the Underlying ADSs on the New York Stock Exchange upon
conversion of the Offered Securities and the consummation of the transactions contemplated by this Agreement, the Indenture, the
Deposit Agreement, the Restricted Issuance Agreement, the Offered Securities, the Capped Call Confirmations and the Zero-Strike
Call Option Confirmations are not and will not be at the Firm Closing Date or any Optional Closing Date adversely affected by the
M&A Rules.


 


(xx)        Except
as described in the Offering Document, each of the Company and its Subsidiaries that were incorporated outside of the PRC has taken,
or is in the process of taking, reasonable steps to comply with, and to request each of its shareholders, option holders, directors,
officers, employees and participants in the directed share program in the Company’s initial public offering that, to the
knowledge of the Company, is, or is directly or indirectly owned or controlled by, a PRC resident or PRC citizen to comply with
any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the Ministry of Commerce,
the NDRC and the State Administration of Foreign Exchange) relating to overseas investment by PRC residents and citizens or the
repatriation of the proceeds from overseas offering and listing by offshore special purpose vehicles controlled directly or indirectly
by PRC companies and individuals, such as the Company (the “PRC Overseas Investment and Listing Regulations”),
including without limitation, requesting each shareholder, option holder, director, officer, employee and directed share participant
that, to the knowledge of the Company, is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete
any registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations.


 




    	 	17	 



     


    

 


(yy)       Except
as described in the Offering Document, the Company has taken all reasonable steps to comply with, and to request all of the Company’s
shareholders and prior holders who, to the knowledge of the Company, are PRC residents or PRC citizens to comply with respect to
their shareholding in the Company with any applicable rules and regulations of the State Administration of Foreign Exchange (the
 “SAFE Rules and Regulations”), including without limitation, taking reasonable steps to require each of its
shareholders and option holders that, to the knowledge of the Company, is, or is directly or indirectly owned or controlled by,
a PRC resident or PRC citizen to complete any registration and other procedures required under applicable SAFE Rules and Regulations.


 


(zz)         Except
as disclosed in the Offering Document, no stamp, documentary, issuance, registration, transfer, withholding, capital gains, income
or other taxes or duties are payable by or on behalf of the Purchasers, the Company or any of its Subsidiaries in the Cayman Islands,
the PRC, any other jurisdiction in which the Company is organized, incorporated, engaged in business for tax purposes or is otherwise
resident for tax purposes, any jurisdiction from or through which a payment is made by or on behalf of the Company or any political
subdivision thereof or therein having the authority to tax (each, a “Relevant Taxing Jurisdiction”), in connection
with (i) the execution, delivery or consummation of, or consummation of the transactions contemplated by, this Agreement, the Indenture,
the Deposit Agreement, the Restricted Issuance Agreement, the Capped Call Confirmations or the Zero-Strike Call Option Confirmations,
(ii) the creation, allotment and issuance of the Ordinary Shares represented by the Underlying ADSs to be issued upon conversion
of the Offered Securities, (iii) the deposit with the Depositary of the Ordinary Shares represented by the Underlying ADSs by the
Company against the issuance of ADRs evidencing the Underlying ADSs, (iv) the issuance and delivery of the Underlying ADSs, when
issued by the Company upon conversion of the Offered Securities, (v) the issuance, sale and delivery of the Offered Securities
to or for the respective accounts of the Purchasers, or (vi) the resale and delivery of the Offered Securities by the Purchasers
in the manner contemplated herein.


 


(aaa)      Based
upon an analysis of the Company’s income and assets in respect of the 2018 taxable year, the Company does not believe that
it was a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for
its taxable year ended December 31, 2018, and does not anticipate becoming a PFIC for its current taxable year or the foreseeable
future.


 


(bbb)     It
is not necessary under the laws of the Cayman Islands (i) to enable the Purchasers to enforce their rights under this Agreement
or to enable any holder of Offered Securities to enforce their respective rights thereunder, provided that they are not
otherwise engaged in business in the Cayman Islands, or (ii) solely by reason of the execution, delivery or consummation of this
Agreement, for any of the Purchasers or any holder of Offered Securities to be qualified or entitled to carry out business in the
Cayman Islands.


 


(ccc)     Under
the laws of the Cayman Islands, each holder of ADRs evidencing Underlying ADSs issued upon conversion of the Offered Securities
pursuant to the Deposit Agreement shall be entitled, subject to the Deposit Agreement, to seek enforcement of its rights through
the Depositary or its nominee registered as representative of the holders of the ADRs in a direct suit, action or proceeding against
the Company.


 




    	 	18	 



     


    

 


(ddd)     Each
of this Agreement, the Indenture, the Deposit Agreement, the Offered Securities, the Capped Call Confirmations, the Zero-Strike
Call Option Confirmations and the Restricted Issuance Agreement is in the form required under the laws of the Cayman Islands for
the enforcement thereof against the Company; and to ensure the legality, validity, enforceability or admissibility into evidence
in Cayman Islands of this Agreement, the Indenture, the Deposit Agreement, the Offered Securities, the Capped Call Confirmations,
the Zero-Strike Call Option Confirmations and the Restricted Issuance Agreement, it is not necessary that this Agreement, the Indenture,
the Deposit Agreement, the Offered Securities, the Capped Call Confirmations, the Zero-Strike Call Option Confirmations or the
Restricted Issuance Agreement be filed or recorded with any court or other authority in the Cayman Islands or that any stamp or
similar tax in the Cayman Islands be paid on or in respect of this Agreement, the Indenture, the Deposit Agreement, the Offered
Securities, the Capped Call Confirmations, the Zero-Strike Call Option Confirmations or the Restricted Issuance Agreement or any
other documents to be furnished hereunder, except for nominal stamp duty if the documents are executed in or brought into the Cayman
Islands.


 


(eee)     The
Company is a “foreign private issuer” as defined in Rule 405 of the Securities Act.


 


(fff)        Except
as described under the section “Enforceability of Civil Liabilities” in the Offering Document, the courts of the Cayman
Islands and the PRC would recognize as a valid judgment any final monetary judgment obtained against the Company in the courts
of the State of New York.


 


(ggg)     Neither
the Company nor any of its Subsidiaries or Affiliated Entities nor any of its or their properties or assets has any immunity from
the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment
in aid of execution or otherwise) under the laws of the Cayman Islands or the PRC. The irrevocable and unconditional waiver and
agreement of the Company contained in Section 18(a) not to plead or claim any such immunity in any legal action, suit or proceeding
based on this Agreement is valid and binding under the laws of the Cayman Islands and the PRC.


 


(hhh)     The
choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman
Islands, and the PRC and will be honored by the courts of the Cayman Islands and the PRC. The Company has the power to submit,
and pursuant to Section 18(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to
the jurisdiction of the Specified Courts (as defined in Section 18(a)), and has the power to designate, appoint and empower, and
pursuant to Section 18(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process
in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts.


 




    	 	19	 



     


    

 


(iii)        No
forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Offering Document has been made or reaffirmed without a reasonable basis or has been disclosed other than
in good faith.


 


(jjj)        The
Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and timely files reports
with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.


 


(kkk)      No
securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer
quotation system.


 


(lll)        Assuming
the accuracy of the representations and warranties of the Purchasers contained herein, (i) the offer and sale of the Offered Securities
by the Company to the several Purchasers in the manner contemplated by this Agreement will be exempt from the registration requirements
of the Securities Act, and (ii) it is not necessary to qualify an indenture in respect of the Offered Securities under the United
States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).


 


(mmm)   Neither
the Company, nor any of its affiliates, nor any person acting on its or their behalf (i) has, within the six-month period
prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S
under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or (ii)
has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation
or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any securities sold
in reliance on Rule 903 of Regulation S, by means of any directed selling efforts within the meaning of Rule 902(c)
of Regulation S. The Company has not entered and will not enter into any contractual arrangement with respect to the distribution
of the Offered Securities except for this Agreement.


 


(nnn)     Except
as described in the Offering Document, for the period from December 1, 2018 to January 25, 2019 there have not been any decreases,
as compared with the corresponding period in the preceding year, in revenues.


 


3.          Agreements
to Sell and Purchase. The Company hereby agrees to sell to the several Purchasers, and each Purchaser, upon the basis of the
representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly,
to purchase from the Company at a purchase price of 98.5% of the principal amount thereof (the “Purchase Price”)
the principal amount of Firm Securities set forth opposite the name of such Purchaser in Schedule I hereto.


 




    	 	20	 



     


    

 


The Company will deliver
against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive
form (the “Firm Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company
(“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Payment for the Firm Securities shall
be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable
to the Representatives at the office of Latham & Watkins LLP at 9:00 a.m. (New York time), on February 4, 2019, or at
such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time
being herein referred to as the “Firm Closing Date”, against delivery to the Trustee as custodian for DTC of
the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking
at the office of Latham & Watkins LLP at least 24 hours prior to the Firm Closing Date.


 


In addition, upon written
notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of this Agreement,
the Purchasers may purchase all or less than all of the Optional Securities at the Purchase Price. The Company agrees to sell to
the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not
jointly to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each
Purchaser in the same proportion as the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule I
hereto bears to the total principal amount of Firm Securities (subject to adjustment by the Representatives to eliminate fractions).
No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold
and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the
extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company.


 


Each time of delivery
and payment for the Optional Securities, being herein referred to as the “Optional Closing Date”, which may
be the Firm Closing Date (the Firm Closing Date and each Optional Closing Date, if any, being herein referred to as a “Closing
Date”), shall be determined by the Representatives on behalf of the several Purchasers but shall not be later than seven
full business days after written notice of election to purchase Optional Securities is given.


 


The Company will deliver
against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one
or more definitive global securities in definitive form (each, an “Optional Global Security”) deposited with
the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities
shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank
acceptable to the Representatives at the office of Latham &Watkins LLP, against delivery to the Trustee as custodian for DTC
of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date.


 




    	 	21	 



     


    

 


The Company hereby
agrees that, without the prior written consent of the Representatives on behalf of the Purchasers, it will not, during the period
ending 90 days after the date of the Offering Document (the “Restricted Period”), (1) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or Ordinary Shares beneficially owned (as
such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable
for ADSs or Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of the ADSs or Ordinary Shares, whether any such transaction described in clause (1)
or (2) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise or (3) file any
registration statement with the Commission relating to the offering of any ADSs or Ordinary Shares or any securities convertible
into or exercisable or exchangeable for ADSs or Ordinary Shares.


 


The restrictions contained in the preceding
paragraph shall not apply to (a) the Offered Securities to be sold hereunder or the Underlying ADSs to be issued upon conversion
thereof and the Ordinary Shares represented thereby, (b) the entry into, and performance of the obligations under, the Capped Call
Confirmations, (c) the issuance by the Company of ADSs or Ordinary Shares upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof and which is described in the Offering Document or (d) the establishment
of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, provided that
(i) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Restricted Period and (ii) no public announcement
or filing under the Exchange Act is required of or voluntarily made by or on behalf of the Company regarding the establishment
of such plan.


 


4.          Representations
by Purchasers; Resale by Purchasers.


 


(a)          Each
Purchaser severally represents and warrants to the Company that it is a qualified
institutional buyer as defined in Rule 144A (“Rule 144A”) and an institutional “accredited investor”
within the meaning of Rule 501(a) of Regulation D under the Securities Act.


 




    	 	22	 



     


    

 


(b)          Each
Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S
or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees
that it has offered and sold the Offered Securities and will offer and sell the Offered Securities (i) as part of their distribution
at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the latest Closing Date,
only in accordance with Rule 144A or Rule 903 under the Securities Act. Accordingly, neither such Purchaser nor its affiliates,
nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the
Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply
with the offering restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of
sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer
or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted
period a confirmation or notice to substantially the following effect:


 


“The Securities
covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the
closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms
used above have the meanings given to them by Regulation S.”


 


Terms used
in this subsection (b) have the meanings given to them by Regulation S.


 


(c)          Each
Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement
with respect to the distribution of the Offered Securities except for any such arrangements with the other Purchasers or affiliates
of the other Purchasers or with the prior written consent of the Company.


 


(d)          Each
Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver
either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale
of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act
provided by Rule 144A.


 


5.          Conditions
to the Purchasers’ Obligations. The obligations of the Company to sell the Offered Securities to the Purchasers and the
several obligations of the Purchasers to purchase and pay for the Offered Securities on a Closing Date are subject to the following
conditions:


 




    	 	23	 



     


    

 


 


(a)          Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred (i) any change, or
any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations
of the Company and its Subsidiaries and Affiliated Entities, taken as a whole, from that set forth in the Preliminary Offering
Memorandum that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives,
impracticable to market the Offered Securities on the terms and in the manner contemplated in the Offering Document or (ii) any
downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization”
(registered under Section 15E of the Exchange Act), or any public announcement that any such organization has under surveillance
or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on
negative outlook.


 


(b)          The
Purchasers shall have received on the Firm Closing Date a certificate, dated the Firm Closing Date and signed by an executive officer
of the Company, to the effect set forth in Section 5(a) and Section 5(p) and to the effect that the representations and warranties
of the Company contained in this Agreement are true and correct as of the Firm Closing Date and that the Company has complied with
all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Firm
Closing Date.


 


The officer signing and delivering such
certificate may rely upon the best of his or her knowledge as to proceedings threatened.


 


(c)          The
Purchasers shall have received on the Firm Closing Date an opinion and negative assurance letter of Skadden, Arps, Slate, Meagher
 & Flom LLP, U.S. counsel for the Company, dated the Firm Closing Date, in form and substance reasonably satisfactory to the
Purchasers.


 


(d)          The
Purchasers shall have received on the Firm Closing Date an opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel
for the Company, dated the Firm Closing Date, in form and substance reasonably satisfactory to the Purchasers.


 


(e)          The
Purchasers shall have received on the Firm Closing Date an opinion of Han Kun Law Offices, PRC counsel for the Company, dated the
Firm Closing Date, in form and substance reasonably satisfactory to the Purchasers.


 


(f)          The
Purchasers shall have received on the Firm Closing Date an opinion of Miao & Co (in Association with Han Kun Law Offices),
Hong Kong counsel for NIO Nextev Limited, NIO User Enterprise Limited, XPT Limited, NIO Power Express Limited, NIO SPORT LIMITED
and XPT Technology Limited, dated the Firm Closing Date, in form and substance reasonably satisfactory to the Purchasers.


 




    	 	24	 



     


    

 


(g)          The
Purchasers shall have received on the Firm Closing Date an opinion of Fenwick & West LLP, U.S. counsel for NIO USA, Inc. and
XPT Inc., dated the Firm Closing Date, in form and substance reasonably satisfactory to the Purchasers.


 


(h)          The
Purchasers shall have received on the Firm Closing Date an opinion of Bristows LLP, U.K. counsel for NIO NEXTEV (UK) LIMITED, dated
the Closing Date, in form and substance reasonably satisfactory to the Purchasers.


 


(i)          The
Purchasers shall have received on the Firm Closing Date an opinion of Orrick, Herrington & Sutcliffe LLP, German counsel for
NIO GmbH, dated the Firm Closing Date, in form and substance reasonably satisfactory to the Purchasers.


 


The opinions of counsel for the Company
(except for the opinion of PRC counsel for the Company) described above shall be rendered to the Purchasers at the request of the
Company, and shall so state therein.


 


(j)          The
Purchasers shall have received on the Firm Closing Date an opinion and negative assurance letter of Latham & Watkins LLP, U.S.
counsel for the Purchasers, dated the Firm Closing Date, in form and substance satisfactory to the Purchasers.


 


(k)          The
Purchasers shall have received on the Firm Closing Date an opinion of Commerce & Finance Law Offices, PRC counsel for the Purchasers,
dated the Firm Closing Date, in form and substance satisfactory to the Purchasers.


 


(l)          The
Purchasers shall have received on the Firm Closing Date an opinion of White & Case LLP, counsel to the Depositary, dated the
Firm Closing Date, in form and substance reasonably satisfactory to the Purchasers.


 


(m)          The
Purchasers shall have received, on each of the date hereof and the Firm Closing Date, a letter dated the date hereof or the Firm
Closing Date, as the case may be, in form and substance satisfactory to the Purchasers, from PricewaterhouseCoopers Zhong Tian
LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’
 “comfort letters” to initial purchasers with respect to the financial statements and certain financial information
contained in the Offering Document; provided that the letter delivered on the Firm Closing Date shall use a “cut-off
date” not earlier than the date hereof.


 


(n)          The
 “lock-up” agreements, each substantially in the form of Exhibit A-1 or A-2 hereto, as applicable, between the Company,
the Representatives and the persons listed on Exhibit B hereto relating to sales and certain other dispositions of ADSs, Ordinary
Shares or certain other securities, delivered to the Representatives on or before the date hereof, shall be in full force and effect
on the Closing Date.


 




    	 	25	 



     


    

 


(o)          The
several obligations of the Purchasers to purchase Optional Securities hereunder are subject to the delivery to the Representatives
on the applicable Optional Closing Date of the following:


 


(i)          a
certificate, dated the Optional Closing Date and signed by an executive officer of the Company, confirming that the certificate
delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Optional Closing Date;


 


(ii)         an
opinion and negative assurance letter Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel for the Company, dated the Optional
Closing Date, relating to the Optional Securities to be purchased on such Optional Closing Date and otherwise to the same effect
as the opinion required by Section 5(c) hereof;


 


(iii)        an
opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, dated the Optional Closing Date, relating
to the Optional Securities to be purchased on such Optional Closing Date and otherwise to the same effect as the opinion required
by Section 5(d) hereof;


 


(iv)        an
opinion of Han Kun Law Offices, PRC counsel for the Company, dated the Optional Closing Date, relating to the Optional Securities
to be purchased on such Optional Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof;


 


(v)         an
opinion of Miao & Co (in Association with Han Kun Law Offices), Hong Kong counsel for NIO Nextev Limited, NIO User Enterprise
Limited, XPT Limited, NIO Power Express Limited, NIO SPORT LIMITED and XPT Technology Limited, dated the Optional Closing Date,
relating to the Optional Securities to be purchased on such Optional Closing Date and otherwise to the same effect as the opinion
required by Section 5(f) hereof;


 


(vi)        an
opinion of Fenwick & West LLP, U.S. counsel for NIO USA, Inc. and XPT Inc., dated the Optional Closing Date, relating to the
Optional Securities to be purchased on such Optional Closing Date and otherwise to the same effect as the opinion required by Section
5(g) hereof;


 


(vii)       an
opinion of Bristows LLP, U.K. counsel for NIO NEXTEV (UK) LIMITED, relating to the Optional Securities to be purchased on such
Optional Closing Date and otherwise to the same effect as the opinion required by Section 5(h) hereof;


 


(viii)      an
opinion of Orrick, Herrington & Sutcliffe LLP, German counsel for NIO GmbH, relating to the Optional Securities to be purchased
on such Optional Closing Date and otherwise to the same effect as the opinion required by Section 5(i) hereof;


 




    	 	26	 



     


    

 


(ix)         an
opinion and negative assurance letter of Latham & Watkins LLP, U.S. counsel for the Purchasers, dated the Optional Closing
Date, relating to the Optional Securities to be purchased on such Optional Closing Date and otherwise to the same effect as the
opinion required by Section 5(j) hereof;


 


(x)          an
opinion of Commerce & Finance Law Offices, PRC counsel for the Purchasers, dated the Optional Closing Date, relating to the
Optional Securities to be purchased on such Optional Closing Date and otherwise to the same effect as the opinion required by Section
5(k) hereof;


 


(xi)         an
opinion of White & Case LLP, counsel to the Depositary, dated the Optional Closing Date, relating to the Optional Securities
to be purchased on such Optional Closing Date and otherwise to the same effect as the opinion required by Section 5(l) hereof;


 


(xii)        a
letter dated the Optional Closing Date, in form and substance satisfactory to the Purchasers, from PricewaterhouseCoopers Zhong
Tian LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Purchasers
pursuant to Section 5(m) hereof; provided that the letter delivered on the Optional Closing Date shall use a “cut-off
date” not earlier than three business days prior to such Optional Closing Date; and


 


(xiii)       such
other documents as the Representatives may reasonably request with respect to the good standing of the Company, the due authorization
and issuance of the Optional Securities to be sold on such Optional Closing Date and other matters related to the issuance of such
Optional Securities.


 


(p)          There
shall not have been any adverse legislative or regulatory developments in the PRC following the signing of this Agreement, which
in the Representatives’ sole judgment in good faith after consultation with the Company, would make it inadvisable or impractical
to proceed with the offering or the delivery of the Offered Securities at the Firm Closing Date or any Optional Closing Date, as
the case may be, on the terms and in the manner contemplated in this Agreement.


 


(q)          The
Deposit Agreement shall be in full force and effect on the Firm Closing Date or any Optional Closing Date, as the case may be.


 




    	 	27	 



     


    

 


(r)          The
Company and the Depositary shall have executed the Restricted Issuance Agreement in form and substance satisfactory to the Purchasers
(i) providing for the issuance of Underlying ADSs in book-entry form but subject to restrictive legends upon conversion of
the Offered Securities in the circumstances described under “Transfer Restrictions” in the Offering Document and (ii)
setting forth the procedures by which the Company will remove such restrictive legends within the applicable time period described
under “Transfer Restrictions” in the Offering Document.


 


(s)          The
Company shall have executed and delivered the Capped Call Confirmations and the Zero-Strike Call Option Confirmations, in form
and substance reasonably satisfactory to the Representative, the Capped Call Confirmations and the Zero-Strike Call Option Confirmations
shall be in full force and effect, and the Company shall not be in breach or default thereunder.


 


(t)          At
or prior to the Closing Date and each Optional Closing Date, the Offered Securities shall be eligible for clearance and settlement
through the facilities of the DTC.


 


(u)          On
the Closing Date or Optional Closing Date, as the case may be, the Representatives and counsel for the Purchasers shall have received
such information, documents, certificates and opinions as they may reasonably require for the purposes of enabling them to pass
upon the accuracy and completeness of any statement in the Offering Document, issuance and sale of the Offered Securities as contemplated
herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions
or agreements, herein contained.


 


6.          Covenants
of the Company. The Company covenants with each Purchaser as follows:


 


(a)          Before
finalizing the Offering Document, to furnish to the Representatives a copy of the proposed Offering Memorandum and not to distribute
any such proposed Offering Document to which the Representatives reasonably object.


 


(b)          Before
amending or supplementing the Offering Document or the Final Offering Memorandum at any time prior to the completion of the initial
offering by the Purchasers, to furnish to the Representatives a copy of the proposed amendment or supplement and not to distribute
any such proposed amendment or supplement to which the Representatives reasonably object.


 


(c)          Not
to distribute prior to the later of the Firm Closing Date or any Optional Closing Date and the completion of the distribution of
the Offered Securities any offering material in connection with the offering and sale of the Offered Securities other than the
Offering Document and the Final Offering Memorandum.


 




    	 	28	 



     


    



 


(d)          If,
during such period after the date hereof and prior to the date on which all of the Offered Securities shall have been sold by the
Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering
Memorandum in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered
to a purchaser, not misleading, or if, in the opinion of counsel for the Purchasers, it is necessary to amend or supplement the
Final Offering Memorandum to comply with applicable law, forthwith to prepare and submit, subject to Section 6(b), at the Company’s
own expense, to the Purchasers, either amendments or supplements to the Final Offering Memorandum so that the statements in the
Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Offering Memorandum
is delivered to a purchaser, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with
applicable law.


 


(e)          To
furnish to the Representatives, without charge, as many copies of the Offering Document and the Final Offering Memorandum and any
amendments and supplements thereto (other than, in each case, any documents available on the Commission’s EDGAR system) as
soon as available as the Representatives may reasonably request. At any time when the Company is not subject to Section 13
or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, to promptly furnish
or cause to be furnished to the Representatives (and, upon request, to each of the other Purchasers) and, upon request of holders
and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be
delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities
Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders
of the Offered Securities; the Company will pay the expenses of printing and distributing to the Purchasers all such documents.


 


(f)          To
give the Representatives notice of its intention to make any filing pursuant to the Exchange Act prior to or on the later of the
Firm Closing Date or any Optional Closing Date and to furnish the Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing, and not to file or use any such document to which the Representatives or counsel
for the Purchasers shall reasonably object.


 


(g)          Not
to (and to cause its Subsidiaries and Affiliated Entities not to) take, directly or indirectly, any action which is designed to
or which constitutes or which would reasonably be expected to cause or result in stabilization or manipulation of the price of
any security of the Company or facilitate the sale or resale of the Offered Securities.


 


(h)         To
endeavor to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the
Representatives shall reasonably request.


 


(i)          To
assist the Purchasers in arranging for the Offered Securities to be eligible for clearance and settlement through DTC.


 




    	 	29	 



     


    

 


(j)          During
the period of one year after the later of the Firm Closing Date and the last Optional Closing Date, to, upon request, furnish to
the Representatives, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable
to the Offered Securities.


 


(k)          During
the period of one year after the later of the Firm Closing Date and the last Optional Closing Date, not to, and not to permit any
of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been
reacquired by any of them, except for Offered Securities purchased by the Company or any of its affiliates and resold in a transaction
registered under the Securities Act.


 


(l)          During
the period of two years after the later of the Firm Closing Date and the last Optional Closing Date, not to be or become, an open-end
investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section
8 of the Investment Company Act.


 


(m)         In
connection with the offering, until the Representatives shall have notified the Company and the other Purchasers of the completion
of the resale of the Offered Securities, not to, and not to permit any of its affiliates (as defined in Rule 144 under the
Securities Act) to, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its
affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities;
and not to, and not to permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, make bids or purchases
for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.


 


(n)         To
use the net proceeds received by it from the sale of the Offered Securities pursuant to this Agreement in the manner specified
in the Offering Document under the caption “Use of Proceeds” and in compliance with any applicable laws, rules and
regulations of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary or Affiliated Entity;
to not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any Subsidiary, Affiliated Entity joint venture partner or other Person to fund or facilitate any activities or business of
or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions,
or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as underwriter, advisor, investor or otherwise); and to maintain and implement adequate internal controls and procedures
to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the offering
of the Offered Securities contemplated hereby that is inconsistent with any of the Company’s representations and obligations
under the preceding sentence.


 




    	 	30	 



     


    

 


(o)          Not
to facilitate any shareholder’s conversion of Ordinary Shares to ADSs during the Restricted Period and not to release the
Depositary from the obligations set forth in, or otherwise amend, terminate or fail to enforce, the Depositary Agreement without
the prior written consent of the Representatives. The Company shall at all times maintain transfer restrictions with respect to
the ADSs and Ordinary Shares that are subject to transfer restrictions pursuant to this Agreement and the “lock-up”
agreements referred to in Section 5(n) and shall ensure compliance with such restrictions on transfer of restricted ADSs and Ordinary
Shares. The Company shall retain all share certificates that are by their terms subject to transfer restrictions until such time
as such transfer restrictions are no longer applicable to such securities.


 


(p)          To
pay, and indemnify and hold the Purchasers harmless against, any stamp, issue, registration, documentary, sales, transfer or other
similar taxes or duties, including any interest and penalties, imposed under the laws of any Relevant Taxing Jurisdiction that
is payable in connection with (i) the execution, delivery, consummation or enforcement of, and the consummation of the transactions
contemplated by, this Agreement, the Deposit Agreement, the Restricted Issuance Agreement, the Indenture, the Capped Call Confirmations
or the Zero-Strike Call Option Confirmations, (ii) the creation, allotment and issuance of the Ordinary Shares represented by the
Underlying ADSs to be issued upon conversion of the Offered Securities, (iii) the deposit with the Depositary of the Ordinary Shares
represented by the Underlying ADSs by the Company against the issuance of ADRs evidencing the Underlying ADSs, (iv) the issuance
and delivery of the Underlying ADSs, when issued by the Company upon conversion of the Offered Securities, (v) the issuance, sale
and delivery of the Offered Securities to or for the respective accounts of the Purchasers, or (iv) the resale and delivery of
the Offered Securities by the Purchasers in the manner contemplated herein.


 


(q)          (i)
To not attempt to avoid any judgment in connection with this Agreement obtained by it, applied to it, or denied to it in a court
of competent jurisdiction outside the Cayman Islands; (ii) following the consummation of the offering, to use its best efforts
to obtain and maintain all approvals required in the Cayman Islands to pay and remit outside the Cayman Islands all interest, principal,
premium, if any, and other payments due or made on the Offered Securities and dividends and other distributions declared by the
Company and payable on the Underlying ADSs issuable upon conversion thereof (or on the Ordinary Shares represented thereby); and
(iii) to use its best efforts to obtain and maintain all approvals, if any, required in the Cayman Islands for the Company
to acquire sufficient foreign exchange for the payment of dividends and all other relevant purposes.


 




    	 	31	 



     


    




 


(r)          To
comply with the PRC Overseas Investment and Listing Regulations in all material aspects, and to use its reasonable efforts to request
holders of its Ordinary Shares that, to the knowledge of the Company, are, or that are directly or indirectly owned or controlled
by, Chinese residents or Chinese citizens, to comply with the PRC Overseas Investment and Listing Regulations applicable to them,
including, without limitation, requesting each such shareholder to complete any registration and other procedures required under
applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of the SAFE).


 


(s)          To
obtain all authorizations relating to (i) the issuance of the Offered Securities and (ii) the remittance of the proceeds received
by the Company from the offering of the Offered Securities to any entity organized in the PRC, and (iii) the use of such proceeds
by any entity organized in the PRC, including but not limited to the filing by a PRC Subsidiary of the Company with NDRC of the
requisite information and documents within ten (10) business days after the date of issuance of the Offered Securities in accordance
with the NDRC Circular.


 


(t)          To
reserve and keep available at all times, free of pre-emptive rights, Underlying ADSs and the Ordinary Shares represented thereby
for the purpose of enabling the Company to satisfy all obligations to issue the Underlying ADSs upon conversion of the Offered
Securities; and to use its best efforts to have the Underlying ADSs accepted for listing on the New York Stock Exchange and maintain
the listing of the Underlying ADSs on the New York Stock Exchange.


 


(u)          Upon
request of any Purchaser, to furnish, or cause to be furnished, to such Purchaser an electronic version of the Company’s
trademarks, service marks and corporate logo for use on the website, if any, operated by such Purchaser, solely for the purpose
of facilitating the offering of the Offered Securities.


 


(v)         That
all sums payable by the Company under this Agreement shall be paid free and clear of and without deductions or withholdings for
or on account of any present or future taxes, duties or governmental charges whatsoever, unless the deduction or withholding is
required by law, in which case the Company shall pay such additional amounts as will result in the receipt by each Purchaser of
the full amount that would have been received had no deduction or withholding been made; except that no additional amounts shall
be payable in respect of (i) any reasonable taxes that would not have been imposed but for a present or former connection between
the recipient of such payment and the applicable taxing jurisdiction other than a connection arising solely from such recipient
having executed, delivered or performed its obligations, or received a payment, under this Agreement or from the enforcement of
this Agreement or (ii) any taxes that would not have been imposed but for the failure of the recipient of such payment to use reasonable
efforts to comply, upon commercially reasonable request by the Company, with any certification, identification or other reporting
requirements concerning the nationality, residence, identity or connection with the taxing jurisdiction of the recipient if such
compliance is required or imposed by law as a precondition to an exemption from, or reduction in, such taxes.


 




    	 	32	 



     


    

 


(w)          That
all sums payable to a Purchaser shall be exclusive of and shall be paid free and clear of and without deductions or withholdings
of, or reductions for, or on account of, any value added or similar taxes (including related local levies and any other related
tax collected at source) (“VAT”) which is chargeable thereon. Where the Company is obliged to pay, withhold,
deduct, or reduce for, or on account of, VAT or if any VAT is or becomes chargeable on any amount payable hereunder to a Purchaser,
the Company shall in addition to the sum payable hereunder pay an amount equal to any applicable VAT (at the same time and in the
same manner as the payment to which such VAT relates). For the avoidance of doubt, all amounts charged by the Purchaser or for
which the Purchasers are to be reimbursed will be invoiced and payable together with VAT, where applicable. In case VAT has been
charged in respect of any cost, charge or expense, incurred by the Purchasers and for which the Purchasers are to be reimbursed,
the Company shall be obligated to reimburse the Purchasers for such VAT.


 


(x)          To
deliver to the Representatives, on the date of execution of this Agreement, a properly completed and executed Certification Regarding
Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and to provide such additional
supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certification.


 


7.          Expenses.


 


Whether or not the transactions contemplated
in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement, the Indenture, the Offered Securities, the Restricted Issuance Agreement,
the Capped Call Confirmations and the Zero-Strike Call Option Confirmations, including: (i) the fees, disbursements and expenses
of the Trustee and its professional advisers, (ii) the fees, disbursements and expenses of the Company’s counsel and the
Company’s accountants in connection with the preparation of the Preliminary Offering Memorandum, the Offering Document, the
Final Offering Memorandum and amendments and supplements to any of the foregoing, including all printing costs associated therewith,
and the mailing and delivering of copies thereof to the Purchasers and dealers, in the quantities hereinabove specified, (iii)
all costs and expenses related to the transfer and delivery of the Offered Securities to the Purchasers, including any transfer
or other taxes payable thereon, (iv) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection
with the offer and sale of the Offered Securities under state securities laws and all expenses in connection with the qualification
of the Offered Securities for offer and sale under state securities laws as provided in Section 6(h) hereof, including filing
fees and the reasonable fees and disbursements of counsel for the Purchasers in connection with such qualification and in connection
with the Blue Sky or Legal Investment memorandum, (v) the costs and charges of any transfer agent, registrar or depositary, (viii)
all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities,
the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and
supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; and (ix)
all other costs and expenses incident to the performance of the obligations of the Company under this Agreement, the Indenture,
the Restricted Issuance Agreement, the Capped Call Confirmations and the Zero-Strike Call Option Confirmations for which provision
is not otherwise made in this Section. It is understood, however, that except as provided in Section 6(p), this Section 7, Section
8 entitled “Indemnity and Contribution” and the last paragraph of Section 11 below, the Purchasers will pay all
of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of
the Offered Securities by them and any advertising expenses connected with any offers they may make.


 




    	 	33	 



     


    

 


8.          Indemnity
and Contribution. (a) The Company agrees to indemnify and hold harmless each Purchaser, each person, if any, who controls any
Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate
of any Purchaser within the meaning of Rule 405 under the Securities Act, and each of their respective directors, officers
and employees, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred in connection with defending or investigating any such action or claim), joint or several, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering
Memorandum, the Offering Document, or any amendment or supplement thereto, any “roadshow”, or the Final Offering Memorandum
or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims,
damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission
based upon information furnished to the Company in writing by such Purchaser through the Representatives expressly for use therein,
it being understood and agreed that the only such information is that described in Section 8(b);


 


(b)          Each
Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers
of the Company and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim)
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering
Memorandum, the Offering Document, the Final Offering Memorandum or any amendment or supplement thereto, or arising out of or based
upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to information furnished to the Company in writing by such Purchaser through the
Representatives expressly for use in the Preliminary Offering Memorandum, the Offering Document or the Final Offering Memorandum
or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Purchaser
through the Representatives consists of the name of the Purchaser and the disclosure on stabilization appearing under the caption
 “Plan of Distribution — Price stabilization and short positions; repurchase of ADSs”.


 




    	 	34	 



     


    

 


(c)          In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify
the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent
the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements
of such counsel related to such proceeding; provided that the failure to notify the indemnifying party shall not relieve
it from any liability that it may have under the preceding paragraphs of this Section 8 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees
and expenses of more than one separate firm (in addition to any local counsel) for all Purchasers and all persons, if any, who
control any Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act
or who are affiliates of any Purchaser within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Purchasers and such control persons
and affiliates of any Purchasers, such firm shall be designated in writing by the Representatives. In the case of any such separate
firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing
by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for
fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding and (y) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any indemnified party.


 




    	 	35	 



     


    

 


(d)          To
the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) (i) in such
proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and
the indemnified party or parties on the other hand from the offering of the Offered Securities or (ii) if the allocation provided
by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 9(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand
and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Purchasers on the other hand in connection with the offering
of the Offered Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the
Offered Securities (before deducting expenses) received by the Company on the one hand and the total discounts and commissions
received by the Purchasers on the other hand bear to the aggregate offering price of the Offered Securities. The relative fault
of the Company on the one hand and the Purchasers on the other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Purchasers and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Purchasers’ respective obligations to contribute pursuant
to this Section 8 are several in proportion to the respective principal amount of Offered Securities they have purchased hereunder,
and not joint.


 


(e)          The
Company and the Purchasers agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in Section 8(d) shall
be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8,
no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities
purchased by it were resold exceeds the amount of any damages that such Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. The remedies provided for in this Section 8 are not
exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.


 




    	 	36	 



     


    

 


(f)          The
indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Purchaser, any person controlling any Purchaser or any affiliate
of any Purchaser or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment
for any of the Offered Securities.


 


9.          Termination.
The Purchasers may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery
of this Agreement and prior to any Closing Date (i) trading generally shall have been suspended or materially limited on, or by,
as the case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, The Stock Exchange of Hong Kong
Limited, or the London Stock Exchange, (ii) trading of any securities of the Company shall have been suspended on any exchange
or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United
States, the United Kingdom, the PRC, Hong Kong, the Cayman Islands or other relevant jurisdiction shall have occurred, (iv) any
moratorium on commercial banking activities shall have been declared by Federal, New York State, Hong Kong, London, PRC, Cayman
Islands or other relevant authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change
in financial markets, currency exchange rates or controls or any calamity or crisis that, in the judgment of the Representatives,
is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the
judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities
on the terms and in the manner contemplated in the Offering Document or the Final Offering Memorandum.


 


10.         Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Purchaser or its affiliates or selling agents, any person controlling any Purchaser,
its officers or directors, any person controlling the Company and (ii) delivery of and payment for the ADSs.


 




    	 	37	 



     


    

 


11.         Effectiveness;
Defaulting Purchasers. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.


 


If, on the Closing Date or an Optional Closing
Date, as the case may be, any one or more of the Purchasers shall fail or refuse to purchase Offered Securities that it has or
they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Securities which such defaulting
Purchaser agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Offered
Securities to be purchased on such date, the other Purchasers shall be obligated severally in the proportions that the aggregate
principal amount of Firm Securities set forth opposite their respective names in Schedule I bears to the aggregate number
of Firm Securities set forth opposite the names of all such non-defaulting Purchasers, or in such other proportions as the Representatives
may specify, to purchase the Offered Securities which such defaulting Purchaser agreed but failed or refused to purchase on such
date; provided that in no event shall the aggregate principal amount of the Offered Securities that any Purchaser has agreed
to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such
aggregate principal amount without the written consent of such Purchaser. If, on the Firm Closing Date, any Purchaser shall fail
or refuse to purchase Firm Securities and the aggregate principal amount of Firm Securities with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements
satisfactory to the Representatives and the Company for the purchase of such Firm Securities are not made within 36 hours after
such default, this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company. In any
such case either the Representatives or the Company shall have the right to postpone the Firm Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the Offering Document or in any other documents or arrangements
may be effected. If, on an Optional Closing Date, any Purchaser shall fail or refuse to purchase Optional Securities and the aggregate
principal amount of Optional Securities with respect to which such default occurs is more than one-tenth of the aggregate principal
amount of Optional Securities to be purchased on such Optional Closing Date, the non-defaulting Purchasers shall have the option
to (i) terminate their obligation hereunder to purchase the Optional Securities to be sold on such Optional Closing Date or (ii)
purchase not less than the principal amount of Optional Securities that such non-defaulting Purchasers would have been obligated
to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Purchaser from
liability in respect of any default of such Purchaser under this Agreement.


 


If this Agreement shall be terminated by
the Purchasers, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Purchasers or such Purchasers as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Purchasers
in connection with this Agreement or the offering contemplated hereunder.


 




    	 	38	 



     


    

 


12.         Entire
Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the
extent not superseded by this Agreement) that relate to the offering of the Offered Securities, represents the entire agreement
between the Company, on the one hand, and the Purchasers, on the other, with respect to the preparation of the Preliminary Offering
Memorandum, the Offering Document, the Final Offering Memorandum, the conduct of the offering, and the purchase and sale of the
Offered Securities.


 


(b)          the
Company acknowledges that in connection with the offering of the Offered Securities: (i) the Purchasers have acted at arms’
length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Purchasers owe the Company
only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this
Agreement), if any, and (iii) the Purchasers may have interests that differ from those of the Company. The Company waives to the
full extent permitted by applicable law any claims it may have against the Purchasers arising from an alleged breach of fiduciary
duty in connection with the offering of the Offered Securities.


 


13.         Trial
by Jury. The Company and each of the Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


14.         Counterparts.
This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


15.         Applicable
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.


 


16.         Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.


 


17.         Notices.
All communications hereunder shall be in writing and effective only upon receipt and if to the Purchasers shall be delivered,
mailed or sent to the Representatives, at:


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010


U.S.A.


 




    	 	39	 



     


    

 


J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179


United States of America

Attention: Equity Syndicate Desk

Fax: (212) 622-8358


 


Morgan Stanley & Co. LLC


1585 Broadway

New York, New York 10036


U.S.A.


 


Goldman Sachs (Asia) L.L.C.


68th Floor, Cheung Kong Center


2 Queens Road, Central


Hong Kong


 


if to the Company shall be delivered, mailed or sent to Building
20, No. 56 AnTuo Road, Jiading District, Shanghai, 201804, People’s Republic of China.


 


18.         Submission
to Jurisdiction; Appointment of Agents for Service. (a) The Company hereby submits to the non-exclusive jurisdiction of any
New York State or United States Federal court sitting in Borough of Manhattan in The City of New York (the “Specified
Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Offering Document or the
offering of the Offered Securities (each, a “Related Proceeding”). The Company irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought
in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum.
To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the
jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to
the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.


 


(b)          The
Company hereby irrevocably appoints Law Debenture Corporate Services Inc., with offices at 801 2nd Avenue, Suite 403, New York,
NY 10017, United States of America, as its agent for service of process in any Related Proceeding and agrees that service of process
in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted
by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants
that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all
action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full
force and effect until the earlier of the date that is six years from the date hereof and the date that no Offered Securities remain
outstanding.


 




    	 	40	 



     


    

 


19.         Recognition
of the U.S. Special Resolution Regimes.


 


(a)          In
the event that any Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer from such Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.


 


(b)          In
the event that any Purchaser that is a Covered Entity or a BHC Act Affiliate of such Purchaser becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Purchaser are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a state of the United States.


 


In this Section 19:


 


“BHC Act Affiliate” has the
meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).


 


“Covered Entity” means any of
the following:


 


(i)          a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


 (ii)         a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or




 


 (iii)        a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).




 


“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


 


“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 




    	 	41	 



     


    

 


20.         Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the Purchasers could purchase United States dollars with
such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation
of the Company with respect to any sum due from it to any Purchaser or any person controlling any Purchaser shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by
such Purchaser or controlling person of any sum in such other currency, and only to the extent that such Purchaser or controlling
person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United
States dollars so purchased are less than the sum originally due to such Purchaser or controlling person hereunder, the Company
agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Purchaser or controlling person against
such loss. If the United States dollars so purchased are greater than the sum originally due to such Purchaser or controlling person
hereunder, such Purchaser or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased
over the sum originally due to such Purchaser or controlling person hereunder.


 


21.         Representatives.
The Representatives will act for the several Purchasers in connection with the transactions contemplated by this Agreement, and
any action under this Agreement taken by the Representatives jointly will be binding upon all the Purchasers.


 




    	 	42	 



     


    

 




	 	Very truly yours,
	 	 
	 	NIO Inc.
	 	 
	 	By:	/s/ Authorized Signatory
	 	 	Name:	Authorized Signatory
	 	 	Title:	 


 


[Signature page to Purchase Agreement]


 




    	 		 



     


    

 


Accepted as of the date hereof






Credit Suisse Securities (USA) LLC


J.P. Morgan Securities LLC


Morgan Stanley & Co. LLC


Goldman Sachs (Asia) L.L.C.


 


Acting severally on behalf
of themselves and the several Purchasers named in Schedule I hereto


 


[Signature page to Purchase Agreement]


 




    	 		 



     


    

 


	By:	Credit Suisse Securities (USA) LLC	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	 	Name:	Authorized Signatory	 
	 	Title:	 	 
	 	 	 	 
	By:	J.P. Morgan Securities LLC	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	 	Name:	Authorized Signatory	 
	 	Title:	 	 
	 	 	 	 
	By:	Morgan Stanley & Co. LLC	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	 	Name:	Authorized Signatory	 
	 	Title:	 	 
	 	 	 	 
	By:	Goldman Sachs (Asia) L.L.C.	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	 	Name:	Authorized Signatory	 
	 	Title:	 	 


 


[Signature page to Purchase Agreement]


 




    	 		 



     


    

 


Schedule I


 


	Purchaser	 	Principal Amount of Firm

Securities	 
	Credit Suisse Securities (USA) LLC	 	US$	139,033,000	 
	J.P. Morgan Securities LLC	 	US$	113,167,000	 
	Morgan Stanley & Co. LLC	 	US$	113,167,000	 
	Goldman Sachs (Asia) L.L.C.	 	US$	113,167,000	 
	Merrill Lynch, Pierce, Fenner & Smith Incorporated	 	US$	38,800,000	 
	Citigroup Global Markets Inc.	 	US$	45,267,000	 
	Deutsche Bank Securities Inc.	 	US$	45,267,000	 
	UBS Securities LLC	 	US$	38,800,000	 
	WR Securities, LLC	 	US$	3,332,000	 
	Total:	 	US$	650,000,000	 





 




    	 	I-1	 



     


    

 


SCHEDULE
II


 


Permitted Communications


 


Term sheet containing the terms of the Offered
Securities, substantially in the form of Annex A.


 




    	 	II-1	 



     


    

 


SCHEDULE
III-A


 


Subsidiaries


	1.	NIO Nextev Limited
	 	 
	2.	NIO User Enterprise Limited
	 	 
	3.	XPT Limited
	 	 
	4.	NIO Power Express Limited
	 	 
	5.	XPT INC.
	 	 
	6.	NIO NEXTEV (UK) LTD
	 	 
	7.	NIO GmbH
	 	 
	8.	NIO USA, Inc.
	 	 
	9.	NIO SPORT LIMITED
	 	 
	10.	XPT Technology Limited
	 	 
	11.	NIO Co., Ltd. (上海蔚来汽车有限公司)
	 	 
	12.	NIO Energy Investment (Hubei) Co., Ltd. (蔚来能源投资
    (湖北) 有限公司)
	 	 
	13.	Wuhan NIO Energy Co., Ltd. (武汉蔚来能源有限公司)
	 	 
	14.	Shanghai NIO Sales and Services Co., Ltd. (上海蔚来汽车销售服务有限公司)
	 	 
	15.	Beijing NIO Sales and Services Co., Ltd. (北京蔚来汽车销售服务有限公司)
	 	 
	16.	Shanghai NIO User Services Co., Ltd. (上海蔚来汽车用户服务有限公司)
	 	 
	17.	Guangzhou NIO Sales and Services Co., Ltd. (广州蔚来汽车销售服务有限公司)


 




    	 	III-A-1	 



     


    

 


	18.	Hangzhou NIO Sales and Services Co., Ltd. (杭州蔚来汽车销售服务有限公司)
	 	 
	19.	Shenzhen NIO Sales and Services Co., Ltd. (深圳蔚来汽车销售服务有限公司)
	 	 
	20.	Nanjing NIO Sales Co., Ltd. (南京蔚来汽车销售有限公司)
	 	 
	21.	Suzhou Weiran Sales and Services Co., Ltd. (苏州蔚然汽车销售服务有限公司)
	 	 
	22.	Anhui Weirui Sales and Services Co., Ltd. (安徽蔚锐汽车销售服务有限公司)
	 	 
	23.	Chengdu NIO Sales and Services Co., Ltd. (成都蔚来汽车销售服务有限公司)
	 	 
	24.	Chengdu Weiran Sales and Services Co., Ltd. (成都蔚然汽车销售服务有限公司)
	 	 
	25.	Wuhan NIO Sales and Services Co., Ltd. (武汉蔚来汽车销售服务有限公司)
	 	 
	26.	XPT (Jiangsu) Investment Co., Ltd. (蔚然(江苏)投资有限公司)
	 	 
	27.	Shanghai XPT Technology Limited (上海蔚兰动力科技有限公司)
	 	 
	28.	XPT (Nanjing) E-Powertrain Technology Co., Ltd. (蔚然(南京)动力科技有限公司)
	 	 
	29.	XPT (Nanjing) Energy Storage System Co., Ltd. (蔚然(南京)储能技术有限公司) 
	 	 
	30.	XTRONICS (Nanjing) Automotive Intelligent Technologies Co., Ltd. (蔚隆(南京)汽车智能科技有限公司)
	 	 
	31.	XPT (Jiangsu) Automotive Technology Co., Ltd. (江苏蔚然汽车科技有限公司) 
	 	 
	32.	Shanghai Pajiang Automotive Technology Co., Ltd. (上海帕疆汽车科技有限公司)
	 	 
	33.	Beijing Yufeng Automotive Technology Development Co., Ltd. (北京驭锋汽车科技有限公司)
	 	 
	34.	Shanghai NIO Energy Technology Co., Ltd. (上海蔚来能源科技有限公司)
	 	 
	35.	XTRONICS (Nanjing) Electronics Technology Co., Ltd. (南京蔚隆汽车电子科技有限公司)
	 	 
	36.	Beijing NIO Energy Technology Co., Ltd. (北京蔚来能源科技有限公司)
	 	 
	37.	Nanjing NIO Energy Co., Ltd. (南京蔚来能源有限公司)


 




    	 	III-A-2	 



     


    

 


	38.	Hangzhou NIO Energy Co., Ltd. (杭州蔚来能源有限公司)
	 	 
	39.	Guangzhou NIO Energy Co., Ltd. (广州蔚来能源有限公司)
	 	 
	40.	Chengdu NIO Energy Co., Ltd. (成都蔚来能源有限公司)
	 	 
	41.	Suzhou NIO Energy Co., Ltd. (苏州蔚来能源有限公司)
	 	 
	42.	Hefei NIO Energy Technology Co., Ltd. (合肥蔚电科技有限公司)
	 	 
	43.	Wuhan NIO Energy Equipment Co., Ltd. (武汉蔚来能源设备有限公司)
	 	 
	44.	Wuhan NIO Energy Service Co., Ltd. (武汉蔚来能源服务有限公司)
	 	 
	45.	Shenzhen NIO Energy Co., Ltd. (深圳蔚来能源有限公司)
	 	 
	46.	Shanghai NIO Energy Co., Ltd. (上海蔚来能源有限公司)
	 	 
	47.	Wuhan NIO Energy Leasing Co., Ltd. (武汉蔚来能源租赁有限公司)
	 	 
	48.	Wuhan NIO Energy Technology Co., Ltd. (武汉蔚来能源科技有限公司)
	 	 
	49.	Changzhou NIO Sales and Services Co., Ltd. (常州蔚然汽车销售服务有限公司)
	 	 
	50.	Chongqing NIO Sales and Services Co., Ltd. (重庆蔚锐汽车销售服务有限公司)
	 	 
	51.	Jiaxing NIO Sales and Services Co., Ltd. (嘉兴蔚来汽车销售服务有限公司)
	 	 
	52.	Wuxi NIO Sales and Services Co., Ltd. (无锡蔚来汽车销售服务有限公司)
	 	 
	53.	Xi'an NIO Sales and Services Co., Ltd. (西安蔚然汽车销售服务有限公司)
	 	 
	54.	Qingdao NIO Sales and Services Co., Ltd. (青岛蔚然汽车销售服务有限公司)
	 	 
	55.	Shijiazhuang NIO Sales Co., Ltd. (石家庄蔚锐汽车销售有限公司)
	 	 
	56.	Nantong NIO Sales and Services Co., Ltd. (南通蔚来汽车销售服务有限公司)
	 	 
	57.	Dongguan NIO Sales and Services Co., Ltd. (东莞蔚来汽车销售服务有限公司)


 




    	 	III-A-3	 



     


    

 


	58.	Zhengzhou NIO Sales Co., Ltd. (郑州蔚然汽车销售有限公司)
	 	 
	59.	Zhenjiang NIO Sales and Services Co., Ltd. (镇江蔚来汽车销售服务有限公司)
	 	 
	60.	Shaoxing NIO Sales and Services Co., Ltd. (绍兴蔚来汽车销售服务有限公司)
	 	 
	61.	Jinhua NIO Sales and Services Co., Ltd. (金华蔚来汽车销售服务有限公司)
	 	 
	62.	Xiamen NIO Sales and Services Co., Ltd. (厦门蔚来汽车销售服务有限公司)
	 	 
	63.	Kunming NIO Sales and Services Co., Ltd. (昆明蔚锐汽车销售服务有限公司)
	 	 
	64.	Changsha NIO Sales Co., Ltd. (长沙蔚澜汽车销售有限公司)
	 	 
	65.	Ningbo NIO Sales and Services Co., Ltd. (宁波蔚来汽车销售服务有限公司)
	 	 
	66.	Wenzhou NIO Sales and Services Co., Ltd. (温州蔚然汽车销售服务有限公司) 
	 	 
	67.	Tianjin NIO Sales and Services Co., Ltd. (天津蔚来汽车销售服务有限公司)
	 	 
	68.	Shanghai NIO Financial Leasing Co., Ltd. (上海蔚来融资租赁有限公司)
	 	 
	69.	Zhuhai NIO Sales and Services Co., Ltd. (珠海蔚来汽车销售服务有限公司)
	 	 
	70.	Fuzhou NIO Sales and Services Co., Ltd. (福州蔚来汽车销售服务有限公司)
	 	 
	71.	Shenyang NIO Sales and Services Co., Ltd. (沈阳蔚来汽车销售服务有限公司)
	 	 
	72.	Sanya NIO Sales Co., Ltd. (三亚蔚然汽车销售有限公司)
	 	 
	73.	Taiyuan NIO Sales and Services Co., Ltd. (太原蔚来汽车销售服务有限公司)




	74.	Lanzhou NIO Sales and Services Co., Ltd. (兰州蔚电汽车销售服务有限公司)
	 	 
	75.	Yinchuan NIO Sales and Services Co., Ltd. (银川蔚来汽车销售服务有限公司)
	 	 
	76.	Jinan NIO Sales and Services Co., Ltd. (济南蔚来汽车销售服务有限公司)
	 	 
	77.	Dalian NIO Sales and Services Co., Ltd. (大连蔚来汽车销售服务有限公司)


 




    	 	III-A-4	 



     


    

 


	78.	Haikou NIO Sales Co., Ltd. (海口蔚澜汽车销售有限公司)
	 	 
	79.	Zhengzhou NIO Energy Technology Co., Ltd. (郑州蔚电新能源科技有限公司)
	 	 
	80.	Tianjin NIO Energy Technology Co., Ltd. (天津蔚来新能源科技有限公司)
	 	 
	81.	Chongqing NIO Energy Co., Ltd. (重庆蔚电能源有限公司)
	 	 
	82.	Xi'an NIO Energy Co., Ltd. (西安蔚然能源有限公司)
	 	 
	83.	Shijiazhuang NIO Energy Technology Co., Ltd. (石家庄蔚来能源科技有限公司)
	 	 
	84.	Changsha NIO Energy Co., Ltd. (长沙蔚然能源有限公司)
	 	 
	85.	Qingdao NIO Energy Co., Ltd. (青岛蔚然能源有限公司)
	 	 
	86.	Dalian NIO Energy Co., Ltd. (大连蔚来能源有限公司)
	 	 
	87.	Xiamen NIO Energy Co., Ltd. (厦门蔚来能源有限公司)
	 	 
	88.	Haikou NIO Energy Co., Ltd. (海口蔚澜能源有限公司)
	 	 
	89.	Nanning NIO Sales and Services Co., Ltd. (南宁蔚来汽车销售服务有限公司)
	 	 
	90.	Guiyang NIO Sales and Services Co., Ltd. (贵阳蔚来汽车销售服务有限公司)
	 	 
	91.	Nanchang NIO Sales and Services Co., Ltd. (南昌蔚然汽车销售服务有限公司)
	 	 
	92.	Foshan NIO Sales and Services Co., Ltd. (佛山蔚来汽车销售服务有限公司)
	 	 
	93.	Changchun NIO Sales and Services Co., Ltd. (长春蔚来汽车销售服务有限公司)
	 	 
	94.	Shanghai Weijing Trade Co., Ltd. (上海蔚景商贸有限公司)
	 	 
	95.	Huzhou NIO Sales and Services Co., Ltd. (湖州蔚来汽车销售服务有限公司)


 




    	 	III-A-5	 



     


    

 


SCHEDULE
III-B


 


Affiliated Entities


 


	1.	Shanghai Anbin Technology Co., Ltd. (上海安缤科技有限公司)
	 	 
	2.	Beijing NIO Network Technology Co. Ltd. (北京蔚来网络科技有限公司) 
	 	 
	3.	NIO Technology Co., Ltd. (上海蔚来科技有限公司)
	 	 
	4.	Shanghai NIO New Energy Automobile Co., Ltd. (上海蔚来新能源汽车有限公司)


 




    	 	III-B-1	 



     


    

 


EXHIBIT A-1


 


FORM OF LOCK-UP LETTER


 


January 30, 2019


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010


U.S.A.


 


J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179


U.S.A.


 


Morgan Stanley & Co. LLC


1585 Broadway


New York, New York 10036


U.S.A.


 


Goldman Sachs (Asia) L.L.C.


68th Floor, Cheung Kong Center


2 Queens Road


Central, Hong Kong


 


Ladies and Gentlemen:


 


The undersigned understands that Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Goldman Sachs (Asia) L.L.C. (the “Representatives”)
propose to enter into a Purchase Agreement (the “Purchase Agreement”) with NIO Inc., an exempted company incorporated
in the Cayman Islands (the “Company”), providing for the offering (the “Offering”) by the
several Purchasers, including the Representatives (the “Purchasers”), of US$650,000,000 principal amount of
4.50% Convertible Senior Notes due 2024 (the “Securities”). The Securities will be convertible into American
depository shares (“ADSs”) representing Class A ordinary shares, par value US$0.00025 per share, of the Company
(the “Ordinary Shares”). Unless otherwise defined, capitalized terms used herein shall have the definitions
set forth in the Purchase Agreement.


 




    	 	A-1-1	 



     


    

 


To induce the Purchasers that may participate
in the Offering to continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior
written consent of the Representatives on behalf of the Purchasers, it will not, during the period commencing on the date hereof
and ending 90 days after the date of the final offering memorandum (the “Restricted Period”) relating to the
Offering (the “Offering Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any ADSs or Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities
so owned convertible into or exercisable or exchangeable for ADSs or Ordinary Shares or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or Ordinary Shares, whether
any such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities,
in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to ADSs, Ordinary Shares or other securities
acquired in open market transactions after the completion of the Offering, provided that no filing under the Exchange Act
or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of ADSs, Ordinary
Shares or other securities acquired in such open market transactions, (b) transfers of ADSs, Ordinary Shares or any security convertible
into ADSs or Ordinary Shares as a bona fide gift, or (c) transfers or distributions of ADSs, Ordinary Shares or any security convertible
into ADSs or Ordinary Shares to affiliates, limited partners or shareholders of the undersigned;
provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each transferee, donee
or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under the Exchange
Act or other public announcement, reporting a reduction in beneficial ownership of ADSs or Ordinary Shares, shall be required or
shall be voluntarily made during the Restricted Period, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the
Exchange Act for the transfer of ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer
of ADSs or Ordinary Shares during the Restricted Period and (ii) no public announcement or filing under the Exchange Act is required
of or voluntarily made by or on behalf of the Company regarding the establishment of such plan or (e) transactions by operation
of law, including pursuant to an order of a court (including a domestic order or a negotiated divorce settlement) or regulatory
agency, provided that no public announcement shall be required or made voluntarily during the Restricted Period in connection
with such transaction. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf
of the Purchasers, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration
of any shares of ADSs or Ordinary Shares or any security convertible into or exercisable or exchangeable for ADSs or Ordinary Shares.
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of the undersigned’s ADSs or Ordinary Shares except in compliance with the foregoing restrictions.


 


The undersigned understands that the Company
and the Purchasers are relying upon this letter in proceeding toward consummation of the Offering. The undersigned further understands
that this letter is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and
assigns.


 


If (a) the Purchase Agreement is not executed
by February 28, 2019 or (b) the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate
or be terminated prior to the closing of the Offering, then this letter shall be void and of no further force or effect.


 




    	 	A-1-2	 



     


    

 


The undersigned hereby submits to the exclusive
jurisdiction of any New York State or United States Federal court sitting in Borough of Manhattan in The City of New York over
any suit, action or proceeding arising out of or relating to this letter (each, a “Related Proceeding”). The
undersigned irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the
laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such
a court has been brought in an inconvenient forum.


 


This letter shall be governed by and construed
in accordance with the internal laws of the State of New York.


 


Whether or not the Offering actually occurs
depends on a number of factors, including market conditions. Any Offering will only be made pursuant to a Purchase Agreement, the
terms of which are subject to negotiation between the Company and the Purchasers.


 





	 	Very truly yours,
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)







 




    	 	A-1-3	 



     


    

 


EXHIBIT A-2


 


FORM OF LOCK-UP LETTER


 


January 30, 2019


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010


U.S.A.


 


J.P. Morgan Securities LLC


383 Madison Avenue

New York, New York 10179


U.S.A.


 


Morgan Stanley & Co. LLC


1585 Broadway

New York, New York 10036


U.S.A.


 


Goldman Sachs (Asia) L.L.C.


68th Floor, Cheung Kong Center


2 Queens Road


Central, Hong Kong


 


Ladies and Gentlemen:


 


The undersigned understands that Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Goldman Sachs (Asia) L.L.C. (the “Representatives”)
propose to enter into a Purchase Agreement (the “Purchase Agreement”) with NIO Inc., an exempted company incorporated
in the Cayman Islands (the “Company”), providing for the offering (the “Offering”) by the
several Purchasers, including the Representatives (the “Purchasers”), of US$650,000,000 principal amount of
4.50% Convertible Senior Notes due 2024 (the “Securities”). The Securities will be convertible into American
depository shares representing Class A ordinary shares, par value US$0.00025 per share, of the Company (the “Ordinary
Shares”) (“ADSs”). Unless otherwise defined, capitalized terms used herein shall have the definitions
set forth in the Purchase Agreement.


 




    	 	A-2-1	 



     


    

 


To induce the Purchasers to participate
in and continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent
of the Representatives on behalf of the Purchasers, it will not, during the period commencing on the date hereof and ending 90
days after the date of the final offering memorandum (the “Restricted Period”) used to sell the Securities (the
 “Offering Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any ADSs or Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned
convertible into or exercisable or exchangeable for ADSs or Ordinary Shares or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or Ordinary Shares, whether any
such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities,
in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to ADSs, Ordinary Shares or other securities
acquired in open market transactions after the completion of the Offering, provided that no filing under the Exchange Act
or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of ADSs, Ordinary
Shares or other securities acquired in such open market transactions, (b) transfers of ADSs, Ordinary Shares or any security convertible
into ADSs or Ordinary Shares as a bona fide gift, (c) transfers or distributions of ADSs, Ordinary Shares or any security convertible
into ADSs or Ordinary Shares to affiliates, limited partners or shareholders of the undersigned and (d) transfers or distributions
of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares to any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned; provided that in the
case of any transfer or distribution pursuant to clause (b), (c) or (d), as the case may be, (i) each transferee, donee or
distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under the Exchange
Act or other public announcement, reporting a reduction in beneficial ownership of ADSs or Ordinary Shares, shall be required or
shall be voluntarily made during the Restricted Period, (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the
Exchange Act for the transfer of ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer
of ADSs or Ordinary Shares during the Restricted Period and (ii) no public announcement or filing under the Exchange Act is required
of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, or (f) transactions by operation
of law, including pursuant to an order of a court (including a domestic order or a negotiated divorce settlement) or regulatory
agency, provided that no public announcement shall be required or made voluntarily during the Restricted Period in connection
with such transaction. For purpose of this letter, “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. In addition, the undersigned agrees that, without the prior written consent
of the Representatives on behalf of the Purchasers, it will not, during the Restricted Period, make any demand for or exercise
any right with respect to, the registration of any shares of ADSs or Ordinary Shares or any security convertible into or exercisable
or exchangeable for ADSs or Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s ADSs or Ordinary Shares except
in compliance with the foregoing restrictions.


 




    	 	A-2-2	 



     


    

 


The undersigned understands that the Company
and the Purchasers are relying upon this letter in proceeding toward consummation of the Offering. The undersigned further understands
that this letter is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and
assigns.


 


If (a) the Purchase Agreement is not executed
by February 28, 2019 or (b) the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate
or be terminated prior to the closing of the Offering, then this letter shall be void and of no further force or effect.


 


The undersigned hereby submits to the exclusive
jurisdiction of any New York State or United States Federal court sitting in Borough of Manhattan in The City of New York over
any suit, action or proceeding arising out of or relating to this letter (each, a “Related Proceeding”). The
undersigned irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the
laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such
a court has been brought in an inconvenient forum.


 


This letter shall be governed by and construed
in accordance with the laws of the State of New York.


 


Whether or not the Offering actually occurs
depends on a number of factors, including market conditions. Any Offering will only be made pursuant to a Purchase Agreement, the
terms of which are subject to negotiation between the Company and the Purchasers.


 


	 	Very truly yours,
	 	 
	 	
        (Name)

	 	 
	 	(Address)



 








    	 	A-2-3	 



     


    

 


EXHIBIT B


 


PARTIES DELIVERING
LOCK-UP LETTER


 


Signatories shall include Bin Li, Lihong Qin, Denny Ting Bun
Lee and the Tencent entities (as defined in the Offering Memorandum).


 




    	 	B-1	 



     


    

  


ANNEX A


 


Pricing Term Sheet


 





 




    A-1 


     


    




 


PRICING TERM SHEET


 


Dated January 30, 2019


 


NIO Inc.


 


4.50% Convertible Senior Notes due
2024

Interest Payable February 1 and August 1

Convertible into American depositary shares,

each currently representing one Class A ordinary share


 


The
information in this pricing term sheet supplements NIO Inc.’s preliminary offering memorandum, dated January 29, 2019 (the
 “Preliminary Offering Memorandum”), and supersedes the information in the Preliminary Offering Memorandum to the extent
inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this term sheet is qualified in
its entirety by reference to the Preliminary Offering Memorandum. Terms used herein but not defined herein shall have the respective
meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars.





 








	Issuer:	NIO Inc. (“NIO”)
	Ticker / Exchange:	NIO / The New York Stock Exchange (“NYSE”)
	Title of securities:	4.50% Convertible Senior Notes due 2024 (the “Notes”) 
	Aggregate principal amount offered:	US$650,000,000 
	Initial purchasers’ option to purchase additional Notes:	The initial purchasers have an option to purchase, exercisable within a 30-day period from the date of the offering memorandum, up to an additional US$100,000,000 principal amount of Notes.
	Interest and Interest Payment Dates:	
        4.50% per year.

         

        Interest will accrue from, and including, February
        4, 2019, and will be payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2019.

         

	NYSE last reported sale price on January 30, 2019:	US$7.46 per American depositary share (“ADS”), each representing as of the date of this pricing term sheet one Class A ordinary share of NIO, par value US$0.00025 per share.
	Conversion premium:	Approximately 27.5% above the NYSE last reported sale price on January 30, 2019.
	Initial conversion price:	Approximately US$9.51 per ADS.
	Initial conversion rate:	105.1359 ADSs per US$1,000 principal amount of the Notes.
	Interest payment dates:	February 1 and August 1 of each year.
	Maturity date:	February 1, 2024, unless earlier repurchased, redeemed or converted.







 






    A-2 


     


    




 





	Joint bookrunners:	Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Goldman Sachs (Asia) L.L.C., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC.
	Co-manager:	WR Securities, LLC.
	Trade date:	January 31, 2019 
	Settlement date:	February 4, 2019 
	CUSIP:	
        Rule 144A Notes: 62914V AA4

         

        Regulation S Notes: G6525F AA0

         

	ISIN:	
        Rule 144A Notes: US62914VAA44

         

        Regulation S Notes: USG6525FAA06

         

	
        Concurrent Capped Call Transactions:

         

         

         

         

         
	
        In connection with the pricing of the Notes, NIO has entered
        into capped call transactions with one or more of the initial purchasers and/or their respective affiliates (the “capped
        call option counterparties”).

         

        NIO intends to use approximately US$75.9 million of the net
        proceeds from this offering to pay the cost of such capped call transactions. If the initial purchasers exercise their option to
        purchase additional Notes, NIO expects to use a portion of the net proceeds from the sale of the additional Notes to enter into
        additional capped call transactions with the capped call option counterparties. NIO refers to any such additional capped call transactions
        and the initial capped call transactions collectively as the capped call transactions.

         

        The capped call transactions are expected generally to reduce
        the potential dilution to NIO’s ADSs and Class A ordinary shares represented thereby upon conversion of the Notes in the
        event that the market price per ADS, as measured under the terms of the capped call transactions, is greater than the strike price
        of the capped call transactions, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution
        adjustments substantially similar to those applicable to the conversion rate of the Notes (subject to NIO’s ability to elect,
        subject to certain conditions, to settle the capped call transactions in cash, in which case NIO would not receive any ADSs from
        the capped call option counterparties upon settlement of the capped call transactions). If, however, the market price per ADS,
        as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would
        nevertheless be dilution upon conversion of the Notes, to the extent that such market price exceeds the cap price of the capped
        call transactions. The cap price will initially be 100% above the last reported sale price of NIO’s ADSs on the NYSE on January
        30, 2019, and is subject to customary adjustments.

         

        For a discussion of the potential impact of any market or other
        activity by the capped call option counterparties or their respective affiliates in connection with these capped call transactions,
        see “Risk Factors—Risks Related to the Notes—The capped call transactions may affect the value of the notes and
        the market price of the ADSs” and “Plan of Distribution—Capped Call Transactions” in the Preliminary Offering
        Memorandum.

         

        See “Description of Capped Call Transactions” in
        the Preliminary Offering Memorandum.

         





 






    A-3 


     


    

 





	Concurrent Zero-Strike Call Option Transactions:	
        In connection with the pricing of the Notes, NIO has entered
        into

        privately negotiated zero-strike call option transactions with
        one or more of the initial purchasers or their respective affiliates (the “zero-strike call option counterparties”).
        The initial number of NIO’s ADSs underlying the zero-strike call option transactions is, in the aggregate, approximately
        26.8 million ADSs. The premium under each zero-strike call option transaction is equal to the product of the initial number of
        NIO’s ADSs underlying such zero-strike call option transaction and the last reported sale price of NIO’s ADSs on the
        NYSE on the pricing date for the Notes. NIO will pay the premium under the zero-strike call option transactions in cash using a
        portion of the net proceeds from the offering of the Notes on the initial issuance date for the Notes, expected to be February
        4, 2019.

         

        See “Risk Factors—Risks Related to the Notes—The
        zero-strike call option transactions may affect the value of the notes and the market price of the ADSs and may result in unexpected
        market activity in the notes and/or our ADSs,” “Description of Zero-Strike Call Option Transactions” and “Plan
        of Distribution—Zero-Strike Call Option Transactions” in the Preliminary Offering Memorandum.

         




 





	Use of proceeds:	
        NIO estimates that the net proceeds from this offering will
        be approximately US$638.8 million (or US$737.3 million if the initial purchasers exercise their option to purchase additional Notes
        in full), after deducting fees and estimated expenses.

         

        NIO has entered into capped call transactions with the capped
        call option counterparties and zero-strike call option transactions with the zero-strike call option counterparties. NIO intends
        to use approximately US$75.9 million of the net proceeds from this offering (assuming no exercise of initial purchasers’
        option) to pay the cost of the capped call transactions. NIO intends to use approximately US$200 million of the net proceeds from
        this offering to pay the cost of repurchasing the ADSs pursuant to the zero-strike call option transactions with the zero-strike
        call option counterparties. NIO expects to use the remainder of the net proceeds from this offering as follows:

         

        

        ·approximately
        40% on research and development of products, services and technology;

         

        ·approximately
        35% on development of NIO’s manufacturing facilities and roll-out of NIO’s supply chain; and

         

        ·approximately
        25% on sales and marketing, as well as other working capital needs.

         

        If the initial purchasers exercise their option to purchase
        additional Notes, NIO expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional
        capped call transactions with the capped call option counterparties and the remainder of the net proceeds for the same purposes
        described above.

         

        The foregoing represents NIO’s current intentions to use
        and allocate the net proceeds of this offering based upon NIO’s present plans and business conditions. NIO’s management,
        however, will have significant flexibility and discretion to apply these net proceeds. If an unforeseen event occurs or business
        conditions change, NIO may use these proceeds differently than as described above.

         

        Assuming that NIO converts the full amount of the net proceeds
        into Renminbi, a 10% appreciation of the U.S. dollar against Renminbi, from a rate of RMB6.8680 to US$1.00 as of September 28,
        2018 to a rate of RMB7.5548 to US$1.00, will result in an increase of RMB438.7 million in the net proceeds. Conversely, a 10% depreciation
        of the U.S. dollar against the Renminbi, from a rate of RMB6.8680 to US$1.00 as of September 28, 2018 to a rate of RMB6.1812 to
        US$1.00, will result in a decrease of RMB438.7 million in the net proceeds.

         
















 






    A-4 


     


    

 





	Participation by principal shareholders:	An entity affiliated with Tencent Holdings Limited, one of NIO’s principal shareholders, and an entity affiliated with Hillhouse Capital Management Ltd., another one of NIO’s principal shareholders, will purchase US$30 million and US$5 million, respectively, principal amount of the Notes in this offering on the same terms as the other Notes being offered.
	Repurchase of Notes by NIO at the option of the holder:	Holders of the Notes have the right to require NIO to repurchase for cash all or part of their Notes on February 1, 2022 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
	Optional redemption for changes in the tax laws of the relevant jurisdiction:	
        If NIO has, or on the next interest payment date would, become
        obligated to pay any additional amounts (other than de minimis amounts) as a result of (i) any change or amendment that
        is publicly announced and becomes effective on or after the date hereof in the laws or any rules or regulations of a relevant jurisdiction,
        or (ii) any change that is publicly announced and becomes effective on or after the date hereof in an interpretation, administration
        or application of such laws, rules or regulations, as further described under “Description of the Notes—Optional redemption
        for changes in the tax laws of the relevant jurisdiction” in the Preliminary Offering Memorandum, NIO may, at its option,
        redeem all but not part of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus
        accrued and unpaid interest, if any, to, but not including, the redemption date and any additional amounts with respect to such
        redemption price.

         

        Upon NIO’s giving a notice of redemption, a holder may
        elect not to have its Notes redeemed, in which case such holder would not be entitled to receive the additional amounts due as
        a result of such change in tax law referred to in “Description of the Notes—Additional amounts” in the Preliminary
        Offering Memorandum after the redemption date.

	
         

         

        Fundamental change:

         
	
         

         

        If NIO undergoes a “fundamental change” (as defined
        under “Description of the Notes—Fundamental change permits holders to require us to repurchase notes” in the
        Preliminary Offering Memorandum), subject to certain conditions, holders may require NIO to repurchase for cash all or part of
        their Notes in principal amounts of US$1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal
        to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the
        fundamental change repurchase date.

         












    A-5 


     


    

 





	Additional amounts:	All payments and deliveries made by, or on behalf of, NIO or any successor to NIO under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the redemption price, the repurchase price and the fundamental change repurchase price), premium, if any, payments of interest and deliveries of ADSs or any other consideration due (together with payments of cash for any fractional ADS or other consideration, if applicable) upon conversion, will be made without withholding, deduction or reduction, unless such withholding, deduction or reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding, deduction or reduction is so required by certain jurisdictions, NIO will pay or deliver such additional amounts as may be necessary to ensure that the net amount received by the beneficial owners of the Notes after such withholding, deduction or reduction (and after deducting any taxes on the additional amounts) will equal the amounts that would have been received by such beneficial owners had no such withholding, deduction or reduction been required, subject to certain exceptions set forth under “Description of the Notes—Additional amounts” in the Preliminary Offering Memorandum.
	Adjustment to ADSs delivered upon conversion upon a make-whole fundamental change or NIO’s election to redeem the Notes for changes in tax laws:	
        The following table sets forth the number of additional ADSs
        to be received per US$1,000 principal amount of Notes that are converted in connection with (i) a “make-whole fundamental
        change” as described in the Preliminary Offering Memorandum, based on the ADS price and effective date of the make-whole
        fundamental change or (ii) NIO’s election to redeem the Notes for changes in tax laws as if the applicable redemption reference
        date were the “effective date” and the applicable redemption reference price were the “ADS price”, as described
        in the Preliminary Offering Memorandum:

         











 







	
        Effective Date
	ADS Price
	
        $7.46
	
        $8.75
	
        $9.51
	
        $10.25
	
        $11.50
	
        $13.00
	
        $15.00
	
        $17.00
	
        $20.00
	
        $23.00
	
        $27.00
	
        $30.00
	
        $33.00

	February 4, 2019	        28.9123	      21.1200	      17.3870 	      14.5356	      10.9470	      7.9862	       5.3967	       3.7147 	       2.1360	       1.1943	       0.4778	       0.1797	       0.0242
	February 1, 2020	        28.9123	      20.7691 	      16.7960 	      13.8254	      10.1835	      7.2777	       4.8227	       3.2735	       1.8510	       1.0161	       0.3889	       0.1357	       0.0133
	February 1, 2021	        28.9123	      19.7246	      15.5005 	      12.4566	      8.8878 	      6.1831	       4.0013	       2.6741	       1.4850	       0.7974	       0.2863	       0.0853	       0.0018
	February 1, 2022	        28.9123	      16.7246	      12.9012 	      10.1561	      6.9861	      4.6731	       2.9133 	       1.9035	       1.0350	       0.5404	0.1722	       0.0343	       0.0000 
	February 1, 2023	        28.9123	      14.3337	      10.0400 	      7.1980	      4.3096	      2.5723	       1.4993	       0.9682	       0.5305	       0.2717	       0.0733	       0.0073	       0.0000 
	February 1, 2024	        28.9123	      9.1497	      0.0000	      0.0000	      0.0000 	      0.0000 	       0.0000 	       0.0000 	       0.0000 	       0.0000 	       0.0000 	       0.0000 	       0.0000 





 









 






    A-6 


     


    

 





The exact ADS prices and effective dates
may not be set forth in the table above, in which case:


 


		·	If the ADS price is between two ADS prices in the table or the effective date is between two effective
dates in the table, the number of additional ADSs will be determined by a straight-line interpolation between the number of additional
ADSs set forth for the higher and lower ADS prices and the earlier and later effective dates, as applicable, based on a 365-day
year.



 


		·	If the ADS price is greater than US$33.00 per ADS (subject to adjustment in the same manner as
the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate.



 


		·	If the ADS price is less than US$7.46 per ADS (subject to adjustment in the same manner as the
ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate.



 


Notwithstanding the foregoing, in no event
will the conversion rate per US$1,000 principal amount of the Notes exceed 134.0482 ADSs, subject to adjustment in the same manner
as the conversion rate as set forth under “Description of the Notes—Conversion rights—Conversion rate adjustments”
in the Preliminary Offering Memorandum.


 


Capitalization and Indebtedness:


 


The following table
sets forth our capitalization as of September 30, 2018:


 


		·	on an actual basis;



 


		·	on an as adjusted basis to give effect to the issuance and sale by us of US$650 million aggregate
principal amount of notes in this offering, assuming the initial purchasers do not exercise their option to purchase additional
notes, before deducting estimated initial purchasers’ discounts and commissions and estimated issuance expenses, and excluding
our use of a portion of the net proceeds of this offering, as described in the “Use of Proceeds” to pay the costs of
the capped call transactions and the zero-strike call option transactions. In the as adjusted information, the principal amount
of the notes is recorded as convertible notes in long-term debt and debt issuance cost is recorded as reduction to the long-term
debt and is amortized as interest expenses using the effective interest method. The costs we paid for the capped call transactions
and the zero-strike call option transactions are recorded as deduction of additional paid-in capital within total shareholders’
equity.



 


The as adjusted information
below is illustrative only. You should read this table together with our audited consolidated financial statements and unaudited
interim condensed financial statements and the related notes thereto included in this offering memorandum and the information under
 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


 


	 	 	As of September 30, 2018	 
	 	 	Actual	 	 	As adjusted	 
	 	 	RMB	 	 	US$	 	 	RMB	 	 	US$	 
	 	 	(in thousands)
 (unaudited)
	 
	Current Assets	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents	 	 	6,743,487	 	 	 	981,871	 	 	 	9,235,884	 	 	 	1,344,771	 
	Restricted cash	 	 	32,536	 	 	 	4,737	 	 	 	32,536	 	 	 	4,737	 
	Short-term investments	 	 	2,377,384	 	 	 	346,154	 	 	 	2,377,384	 	 	 	346,154	 
	Non-current Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Long-term restricted cash	 	 	37,825	 	 	 	5,507	 	 	 	37,825	 	 	 	5,507	 
	Current Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Short-term loan	 	 	430,583	 	 	 	62,694	 	 	 	430,583	 	 	 	62,694	 
	Long-term loan, current portion	 	 	168,940	 	 	 	24,598	 	 	 	168,940	 	 	 	24,598	 
	Non-Current Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Long-term loan, non-current portion	 	 	1,079,202	 	 	 	157,135	 	 	 	1,079,202	 	 	 	157,135	 
	Convertible notes1	 	 	—	 	 	 	—	 	 	 	4,387,278	 	 	 	638,800	 
	Mezzanine Equity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Redeemable non-controlling interests	 	 	1,296,299	 	 	 	188,745	 	 	 	1,296,299	 	 	 	188,745	 
	Total Mezzanine Equity	 	 	1,296,299	 	 	 	188,745	 	 	 	1,296,299	 	 	 	188,745	 
	Shareholders’ Equity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Treasury shares	 	 	(9,186	)	 	 	(1,338	)	 	 	(9,186	)	 	 	(1,338	)
	Class A ordinary shares	 	 	1,303	 	 	 	189	 	 	 	1,303	 	 	 	189	 
	Class B ordinary shares	 	 	218	 	 	 	32	 	 	 	218	 	 	 	32	 
	Class C ordinary shares	 	 	246	 	 	 	36	 	 	 	246	 	 	 	36	 
	Additional paid-in capital1	 	 	40,762,274	 	 	 	5,935,101	 	 	 	38,867,393	 	 	 	5,659,201	 
	Accumulated deficit	 	 	(31,523,325	)	 	 	(4,589,884	)	 	 	(31,523,325	)	 	 	(4,589,884	)
	Accumulated other comprehensive loss	 	 	(71,888	)	 	 	(10,467	)	 	 	(71,888	)	 	 	(10,467	)
	Total NIO Inc. Shareholders’ Equity	 	 	9,159,642	 	 	 	1,333,669	 	 	 	7,264,761	 	 	 	1,057,769	 
	Noncontrolling interests	 	 	2,531	 	 	 	369	 	 	 	2,531	 	 	 	369	 
	Total Shareholders’ Equity	 	 	9,162,173	 	 	 	1,334,038	 	 	 	7,267,292	 	 	 	1,058,138	 
	Total Capitalization	 	 	11,537,674	 	 	 	1,679,918	 	 	 	14,030,071	 	 	 	2,042,818	 



________________


 


		(1)	In accordance with ASC 470-20, a convertible debt instrument that may be wholly or partially settled
in cash is required to be separated into liability and equity components. Upon issuance, a debt discount, if any, is recognized
as a decrease in debt component and an increase in equity. The debt component accretes up to the principal amount over the expected
term of the debt. ASC 470-20 does not affect the actual amount that we are required to repay. The amount shown in the table above
for the Notes does not necessarily reflect the application of ASC 470-20 in entirety, and only reflects the aggregate principal
amount of the Notes, net of debt issuance costs, without reflecting the debt discount, if any, and any tax impact.



 






    A-7 


     


    

 


In addition to reflecting the information
set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are
to page numbers in the Preliminary Offering Memorandum), which reflect certain updated information. Unless otherwise specified,
additions are shown in double-underline and deletions are shown in strikethrough:


 


The section “Plan of Distribution—No
sale of similar securities” on pages 264-265 of the Preliminary Offering Memorandum is amended by this pricing supplement
as follows:


 


“Our directors who
are our shareholders have agreed that, without the prior written consent of the initial purchasers, they will not
during the restricted period:


 


		·	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any ADSs or Class A ordinary shares or any other securities convertible into or exercisable or exchangeable for ADSs or Class A
ordinary shares; or



 


		·	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the ADSs or Class A ordinary shares,



 


whether any transaction described
above is to be settled by delivery of our Class A ordinary shares or ADSs or such other securities, in cash or otherwise. In addition,
each such person agrees that, without the prior written consent of the initial purchasers, such person will not, during the restricted
period, make any demand for, or exercise any right with respect to, the registration of any of our Class A ordinary shares or ADSs
or any security convertible into or exercisable or exchangeable for our Class A ordinary shares or ADSs.


 


The restrictions described in
the immediately preceding paragraph do not apply to:


 


		·	transactions relating to our Class A ordinary shares or ADSs or other securities acquired in open
market transactions after the completion of the offering of the notes; provided that no filing under the Exchange Act or other
public announcement is required or voluntarily made in connection with subsequent sales of our Class A ordinary shares or ADSs
or other securities acquired in such open market transactions;



 






    A-8 


     


    

 


		·	transfers of our Class A ordinary shares or ADSs or any security convertible into our Class A ordinary
shares or ADSs as a bona fide gift;



 


		·	transfers or distributions of our Class A ordinary shares or ADSs or any security convertible into
our Class A ordinary shares or ADSs to affiliates, limited partners or shareholders of the such person;



 


		·	the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer
of our Class A ordinary shares or ADSs, provided that (i) the plan does not provide for the transfer of our Class A ordinary shares
or ADSs during the restricted period and (ii) no public announcement or filing under the Exchange Act is required of or voluntarily
made by or on behalf of us regarding the establishment of such plan; or



 


		·	transactions by operation of law, including pursuant to an order of a court (including a domestic
order or a negotiated divorce settlement) or regulatory agency, provided that no public announcement shall be required or made
voluntarily during the restricted period in connection with such transaction.



 


In
addition, the Tencent entities have signed lock-up agreements which are substantially similar to the lock-up agreements signed
by these directors.


 


The initial purchasers, in their
sole discretion, may release our Class A ordinary shares and ADSs and other securities subject to the lock-up agreements described
above in whole or in part at any time.”


 


General


 


This communication is intended for the
sole use of the person to whom it is provided by the sender.


 


This communication shall not constitute
an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state.


 


The Notes, the ADSs deliverable upon
conversion of the Notes and the Class A ordinary shares represented thereby have not been, and will not be, registered under the
Securities Act or any state securities laws. Accordingly, the Notes are being offered and sold only to “qualified institutional
buyers” as defined in Rule 144A promulgated under the Securities Act and to certain non-U.S. persons in offshore transactions
in reliance on Regulation S under the Securities Act. The Notes are not transferable except in accordance with the restrictions
described under “Transfer restrictions” in the Preliminary Offering Memorandum.


 


[Remainder
of Page Intentionally Blank]


 


 











    A-9