Exhibit 4.22






 


NIO Inc.


 


and


 


The Bank of New York Mellon as Trustee


 


INDENTURE


 


dated as of February 4, 2019


 


US$650,000,000 4.50% CONVERTIBLE SENIOR
NOTES DUE 2024


 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	PAGE
	 	ARTICLE 1	 
	 	DEFINITIONS	 
	 	 	 
	Section 1.01	Definitions	1
	 	 	 
	Section 1.02	References to Interest	12
	 	 	 
	 	ARTICLE 2	 
	 	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	 
	 	 	 
	Section 2.01	Designation and Amount	12
	 	 	 
	Section 2.02	Form of Notes	12
	 	 	 
	Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	13
	 	 	 
	Section 2.04	Execution, Authentication and Delivery of Notes	15
	 	 	 
	Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	 	 	 
	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	24
	 	 	 
	Section 2.07	Temporary Notes	25
	 	 	 
	Section 2.08	Cancellation of Notes Paid, Converted, Etc.	25
	 	 	 
	Section 2.09	CUSIP Numbers	26
	 	 	 
	Section 2.10	Additional Notes; Repurchases	26
	 	 	 
	 	ARTICLE 3	 
	 	SATISFACTION AND DISCHARGE	 
	 	 	 
	Section 3.01	Satisfaction and Discharge	27
	 	 	 
	 	ARTICLE 4	 
	 	PARTICULAR COVENANTS OF THE COMPANY	 
	 	 	 
	Section 4.01	Payment of Principal and Interest	27
	 	 	 
	Section 4.02	Maintenance of Office or Agency	27
	 	 	 
	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	28
	 	 	 
	Section 4.04	Provisions as to Paying Agent	28
	 	 	 
	Section 4.05	Existence	29
	 	 	 
	Section 4.06	Rule 144A Information Requirement and Annual Reports	30
	 	 	 
	Section 4.07	Additional Amounts	32


  




    	 	 	 



     


    

 







	Section 4.08	Stay, Extension and Usury Laws	34
	 	 	 
	Section 4.09	Compliance Certificate; Statements as to Defaults	35
	 	 	 
	Section 4.10	Further Instruments and Acts	35
	 	 	 
	 	ARTICLE 5	 
	 	LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE	 
	 	 	 
	Section 5.01	Lists of Holders	35
	 	 	 
	Section 5.02	Preservation and Disclosure of Lists	35
	 	 	 
	 	ARTICLE 6	 
	 	DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.01	Events of Default	36
	 	 	 
	Section 6.02	Acceleration; Rescission and Annulment	37
	 	 	 
	Section 6.03	Additional Interest	38
	 	 	 
	Section 6.04	Payments of Notes on Default; Suit Therefor	39
	 	 	 
	Section 6.05	Application of Monies Collected by Trustee	41
	 	 	 
	Section 6.06	Proceedings by Holders	41
	 	 	 
	Section 6.07	Proceedings by Trustee	42
	 	 	 
	Section 6.08	Remedies Cumulative and Continuing	42
	 	 	 
	Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	43
	 	 	 
	Section 6.10	Notice of Defaults and Events of Default	43
	 	 	 
	Section 6.11	Undertaking to Pay Costs	44
	 	 	 
	 	ARTICLE 7	 
	 	CONCERNING THE TRUSTEE	 
	 	 	 
	Section 7.01	Duties and Responsibilities of Trustee	44
	 	 	 
	Section 7.02	Reliance on Documents, Opinions, Etc.	46
	 	 	 
	Section 7.03	No Responsibility for Recitals, Etc.	49
	 	 	 
	Section 7.04	Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	49
	 	 	 
	Section 7.05	Monies to Be Held in Trust	50
	 	 	 
	Section 7.06	Compensation and Expenses of Trustee	50
	 	 	 
	Section 7.07	Officers’ Certificate as Evidence	51
	 	 	 
	Section 7.08	Eligibility of Trustee	51
	 	 	 
	Section 7.09	Resignation or Removal of Trustee	51


 






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	Section 7.10	Acceptance by Successor Trustee	52
	 	 	 
	Section 7.11	Succession by Merger, Etc.	53
	 	 	 
	Section 7.12	Trustee’s Application for Instructions from the Company	54
	 	 	 
	 	ARTICLE 8	 
	 	CONCERNING THE HOLDERS	 
	 	 	 
	Section 8.01	Action by Holders	54
	 	 	 
	Section 8.02	Proof of Execution by Holders	54
	 	 	 
	Section 8.03	Who Are Deemed Absolute Owners	54
	 	 	 
	Section 8.04	Company-Owned Notes Disregarded	55
	 	 	 
	Section 8.05	Revocation of Consents; Future Holders Bound	55
	 	 	 
	 	ARTICLE 9	 
	 	HOLDERS’ MEETINGS	 
	 	 	 
	Section 9.01	Purpose of Meetings	55
	 	 	 
	Section 9.02	Call of Meetings by Trustee	56
	 	 	 
	Section 9.03	Call of Meetings by Company or Holders	56
	 	 	 
	Section 9.04	Qualifications for Voting	56
	 	 	 
	Section 9.05	Regulations	56
	 	 	 
	Section 9.06	Voting	57
	 	 	 
	Section 9.07	No Delay of Rights by Meeting	58
	 	 	 
	 	ARTICLE 10	 
	 	SUPPLEMENTAL INDENTURES	 
	 	 	 
	Section 10.01	Supplemental Indentures Without Consent of Holders	58
	 	 	 
	Section 10.02	Supplemental Indentures with Consent of Holders	59
	 	 	 
	Section 10.03	Effect of Supplemental Indentures	60
	 	 	 
	Section 10.04	Notation on Notes	60
	 	 	 
	Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	60
	 	 	 
	 	ARTICLE 11	 
	 	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	 
	 	 	 
	Section 11.01	Company May Consolidate, Etc. on Certain Terms	61
	 	 	 
	Section 11.02	Successor Corporation to Be Substituted	61
	 	 	 
	Section 11.03	Opinion of Counsel to Be Given to Trustee	62


 






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	 	ARTICLE 12	 
	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 
	 	 	 
	Section 12.01	Indenture and Notes Solely Corporate Obligations	62
	 	 	 
	 	ARTICLE 13	 
	 	INTENTIONALLY OMITTED	 
	 	 	 
	 	ARTICLE 14	 
	 	CONVERSION OF NOTES	 
	 	 	 
	Section 14.01	Conversion Privilege	62
	 	 	 
	Section 14.02	Conversion Procedure; Settlement Upon Conversion	63
	 	 	 
	Section 14.03	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	66
	 	 	 
	Section 14.04	Adjustment of Conversion Rate	68
	 	 	 
	Section 14.05	Adjustments of Prices	77
	 	 	 
	Section 14.06	Ordinary Shares to Be Fully Paid	77
	 	 	 
	Section 14.07	Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares	78
	 	 	 
	Section 14.08	Certain Covenants	79
	 	 	 
	Section 14.09	Responsibility of Trustee	80
	 	 	 
	Section 14.10	Notice to Holders Prior to Certain Actions	80
	 	 	 
	Section 14.11	Stockholder Rights Plans	81
	 	 	 
	Section 14.12	Termination of Depositary Receipt Program	81
	 	 	 
	 	ARTICLE 15	 
	 	REPURCHASE OF NOTES AT OPTION OF HOLDERS	 
	 	 	 
	Section 15.01	Repurchase at Option of Holders	82
	 	 	 
	Section 15.02	Repurchase at Option of Holders Upon a Fundamental Change	84
	 	 	 
	Section 15.03	Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice	87
	 	 	 
	Section 15.04	Deposit of Repurchase Price or Fundamental Change Repurchase Price	87
	 	 	 
	Section 15.05	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	88
	 	 	 
	 	ARTICLE 16	 
	 	OPTIONAL REDEMPTION	 
	 	 	 
	Section 16.01	Optional Redemption for Changes in the Tax Law of the Relevant Jurisdiction	88


 






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	 	ARTICLE 17	 
	 	MISCELLANEOUS PROVISIONS	 
	 	 	 
	Section 17.01	Provisions Binding on Company’s Successors	90
	 	 	 
	Section 17.02	Official Acts by Successor Corporation	90
	 	 	 
	Section 17.03	Addresses for Notices, Etc.	90
	 	 	 
	Section 17.04	Governing Law; Jurisdiction	92
	 	 	 
	Section 17.05	Submission to Jurisdiction; Service of Process	92
	 	 	 
	Section 17.06	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	92
	 	 	 
	Section 17.07	Legal Holidays	93
	 	 	 
	Section 17.08	No Security Interest Created	93
	 	 	 
	Section 17.09	Benefits of Indenture	93
	 	 	 
	Section 17.10	Table of Contents, Headings, Etc.	93
	 	 	 
	Section 17.11	Execution in Counterparts	93
	 	 	 
	Section 17.12	Severability	93
	 	 	 
	Section 17.13	Waiver of Jury Trial	94
	 	 	 
	Section 17.14	Force Majeure	94
	 	 	 
	Section 17.15	Calculations	94
	 	 	 
	 	EXHIBIT	 
	Exhibit A	Form of Note	A-1
	Exhibit B	Form of Authorization Certificate	B-1


 




    	 	v	 



     


    



 


INDENTURE dated as of February 4, 2019 between
NIO INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01)
and THE BANK OF NEW YORK MELLON, a banking organization organized and existing under the laws of the State of New York, as trustee
(the “Trustee,” as more fully set forth in Section 1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 4.50% Convertible Senior Notes due 2024 (the “Notes”), initially
in an aggregate principal amount not to exceed US$650,000,000 (as increased by an amount equal to the aggregate principal amount
of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement), subject to Section 2.10, and in order to provide the terms and conditions upon which the
Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;
and


 


WHEREAS, the Form of Note, the certificate
of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice,
the Form of Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms
hereinafter provided; and


 


WHEREAS, all acts and things necessary to
make the Notes, when executed by the Company and authenticated and delivered by the Trustee, as in this Indenture provided, the
valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done
and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That in order to declare the terms and conditions
upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase
and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate
benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01          Definitions. The
terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for
all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section
1.01. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include
the plural as well as the singular.


 


“Additional ADSs” shall
have the meaning specified in Section 14.03(a).


 


“Additional Amounts”
shall have the meaning specified in Section 4.07(a).


 




    	 	1	 



     


    

 




“Additional Interest”
means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable.


 


“ADS” means an American
Depositary Share, issued pursuant to the Unrestricted Deposit Agreement or Restricted Deposit Agreement, as applicable, representing
one Ordinary Share of the Company as of the date of this Indenture, and deposited with the ADS Custodian.


 


“ADS Custodian” means
Deutsche Bank AG, Hong Kong Branch, with respect to the ADSs delivered pursuant to the Unrestricted Deposit Agreement or the Restricted
Deposit Agreement, as applicable, or any successor entity thereto.


 


“ADS Depositary” means
Deutsche Bank Trust Company Americas, as depositary for the ADSs.


 


“ADS Price” shall have
the meaning specified in Section 14.03(b).


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person
means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Affiliate Notes” means
Regulation S Notes that are held or beneficially owned by an entity affiliated with Tencent Holdings Limited or an entity affiliated
with Hillhouse Capital Management Ltd. that purchased such Notes in the initial offering, to the extent the Company believes that
such holder or beneficial owner is an “affiliate” of the Company (as defined in Rule 144) and “Affiliate Note”
means any of them.


 


“Agents” means the Paying
Agent, the Transfer Agent, the Note Registrar and the Conversion Agent.


 


“Applicable PRC Rate”
means (i) in the case of deduction or withholding of People’s Republic of China income tax, 10%, (ii) in the case of deduction
or withholding of, or reduction for, People’s Republic of China value added tax (including any related local levies), 6.72%,
or (iii) in the case of deduction or withholding of, or reduction for, both People’s Republic of China income tax and People’s
Republic of China value added tax (including any related local levies), 16.72%.


 


“applicable taxes” shall
have the meaning specified in Section 4.07(a).


 


“BNY Mellon Group” shall
have the meaning specified in Section 7.02.


 


“Board of Directors”
means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.


 




    	 	2	 



     


    

 




“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day” means,
with respect to any Note, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions
in the State of New York or the Cayman Islands are authorized or obligated by law or executive order to close.


 


“Capital Stock” means,
for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that entity.


 


“Change in Tax Law” shall
have the meaning specified in Section 16.01.


 


“Clause A Distribution”
shall have the meaning specified in Section 14.04(c).


 


“Clause B Distribution”
shall have the meaning specified in Section 14.04(c).


 


“Clause C Distribution”
shall have the meaning specified in Section 14.04(c).


 


“close of business” means
5:00 p.m. (New York City time).


 


“Code” means the U.S.
Internal Revenue Code of 1986, as amended.


 


“Commission” means the
U.S. Securities and Exchange Commission.


 


“Common Equity” of any
Person means ordinary share capital or common stock of such Person that is generally entitled (a) to vote in the election of directors
of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body,
partners, managers or others that will control the management or policies of such Person.


 


“Company” shall have
the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its
successors and assigns.


 


“Company Notice” shall
have the meaning specified in Section 15.01(a).


 


“Company Order” means
a written order of the Company, signed by an Officer of the Company and delivered to the Trustee.


 


“Consolidated Affiliated Entity”
means, with respect to any Person, any corporation, association or other entity which is or is required to be consolidated with
such Person under Accounting Standards Codification subtopic 810-10, Consolidation: Overall (including any changes, amendments
or supplements thereto) or, if such person prepares its financial statements in accordance with accounting principles other than
the accounting principles generally accepted in the United States of America, the equivalent of Accounting Standards Codification
subtopic 810-10, Consolidation: Overall under such accounting principles.


 


“Conversion Agent” shall
have the meaning specified in Section 4.02.


 




    	 	3	 



     


    

 




“Conversion Date” shall
have the meaning specified in Section 14.02(c).


 


“Conversion Obligation”
shall have the meaning specified in Section 14.01.


 


“Conversion Rate” shall
have the meaning specified in Section 14.01.


 


“Corporate Trust Office”
means the corporate trust office of the Trustee at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 240 Greenwich Street, New York, NY 10286, USA, and shall include a reference to The
Bank of New York Mellon, Hong Kong Branch, Level 24, Three Pacific Place, 1 Queen’s Road East, Hong Kong, Attention: Global
Corporate Trust – NIO Inc., Facsimile No.: +852-2295.3283, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the corporate trust office of any successor trustee (or such other address as
such successor trustee may designate from time to time by notice to the Holders and the Company). “Default”
means any event that is, or after notice or passage of time, or both, would be, an Event of Default.


 


“Defaulted Amounts” means
any amounts on any Note (including, without limitation, the Redemption Price, the Repurchase Price, the Fundamental Change Repurchase
Price, principal and interest) that are payable but are not punctually paid or duly provided for.


 


“Depositary” means, with
respect to each Global Note, the Person specified in Section 2.05(c) and Section 2.05(e) as the Depositary with respect to such
Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and
thereafter, “Depositary” shall mean or include such successor.


 


“Distributed Property”
shall have the meaning specified in Section 14.04(c).


 


“Effective Date” shall
have the meaning specified in Section 14.03(c).


 


“Event of Default” shall
have the meaning specified in Section 6.01.


 


“Ex-Dividend Date” means
the first date on which the ADSs trade on the applicable exchange or in the applicable market, regular way, without the right to
receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of the ADSs on
such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Expiring Rights” means
any rights, options or warrants to purchase Ordinary Shares or ADSs that expire on or prior to the Maturity Date.


 


“FATCA” shall have the
meaning specified in Section 4.07(a)(i)(D).


 


“Form of Assignment and Transfer”
shall mean the “Form of Assignment and Transfer” attached as Attachment 4 to the Form of Note attached hereto as Exhibit
A.


 




    	 	4	 



     


    



 


“Form of Fundamental Change Repurchase
Notice” shall mean the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form
of Note attached hereto as Exhibit A.


 


“Form of Notice of Conversion”
shall mean the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit
A.


 


“Form of Repurchase Notice”
shall mean the “Form of Repurchase Notice” attached as Attachment 3 to the Form of Note attached hereto as Exhibit
A.


 


“Fractional ADS” shall
have the meaning specified in Section 14.02(a).


 


“Fundamental Change”
shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:


 


(a)       (A)
A “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company,
its Subsidiaries, the employee benefit plans of the Company and its Subsidiaries and the Permitted Holders, files a Schedule TO
or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial
owner,” as defined in Rule 13d-3 under the Exchange Act, of: (i) the Company’s ordinary share capital (including ordinary
share capital held in the form of ADSs) representing more than 50% of the voting power of the Company’s ordinary share capital,
or (ii) more than 50% of the outstanding Ordinary Shares (including Ordinary Shares held in the form of ADSs), or (B) the Permitted
Holders (together with any of their respective affiliates that directly or indirectly through one or more intermediaries is controlling,
is controlled by, or is under common control with, any or all of the Permitted Holders) have become the direct or indirect “beneficial
owners”, as defined in Rule 13d-3 under the Exchange Act, of Ordinary Shares (including Ordinary Shares held in the form
of ADSs) representing, in the aggregate, more than 65% of the outstanding Ordinary Shares (including Ordinary Shares held in the
form of ADSs), based on any Schedule TO or any schedule, form or report under the Exchange Act disclosing the same filed by any
one or more of the Permitted Holders;


 


(b)       the
consummation of (A) any recapitalization, reclassification or change of the Ordinary Shares or the ADSs (other than changes resulting
from a subdivision or combination) as a result of which the Ordinary Shares or the ADSs would be converted into, or exchanged for,
stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which
the Ordinary Shares or the ADSs will be converted into cash, securities or other property; or (C) any sale, lease or other transfer
in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries
and Consolidated Affiliated Entities, taken as a whole, to any Person other than one of the Company’s wholly-owned Subsidiaries;
provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s
ordinary share capital (including ordinary share capital held in the form of ADSs) immediately prior to such transaction own, directly
or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent
thereof immediately after such transaction in substantially the same proportions vis-a-vis each other as such ownership immediately
prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);


 




    	 	5	 



     


    



 


(c)       the
shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;


 


(d)       the
ADSs (or other Common Equity or ADSs in respect of Common Equity underlying the Notes) cease to be listed or quoted on any of The
New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); or


 


(e)       any
change in or amendment to the laws, regulations and rules of the People’s Republic of China or the official interpretation
or official application thereof (a “Change in Law”) that results in (x) the Company, its Subsidiaries and its
Consolidated Affiliated Entities (collectively, the “Company Group”) (as in existence immediately subsequent
to such Change in Law), as a whole, being legally prohibited from operating substantially all of the business operations conducted
by the Company Group (as in existence immediately prior to such Change in Law) as of the last date of the period described in the
Company’s consolidated financial statements for the most recent fiscal quarter and (y) the Company’s being unable to
continue to derive substantially all of the economic benefits from the business operations conducted by the Company Group (as in
existence immediately prior to such Change in Law) in the same manner as reflected in the Company’s consolidated financial
statements for the most recent fiscal quarter;


 


provided, however, that a transaction or event
described in clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be
received by holders of the ADSs, excluding cash payments for Fractional ADSs, in connection with such transaction or event consists
of shares of Common Equity or ADSs in respect of Common Equity that are listed or quoted on any of The New York Stock Exchange,
The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted
when issued or exchanged in connection with such transaction or event that would otherwise constitute a Fundamental Change under
clause (b) of the definition thereof and as a result of such transaction or event, the Notes become convertible into such consideration,
excluding cash payments for Fractional ADSs; and provided further that an event that is not considered a Fundamental Change
pursuant to this proviso shall not be a Fundamental Change solely because such event could also be subject to clause (a) above.


 


“Fundamental Change Company Notice”
shall have the meaning specified in Section 15.02(c).


 


“Fundamental Change Repurchase
Date” shall have the meaning specified in Section 15.02(a).


 


“Fundamental Change Repurchase
Notice” shall have the meaning specified in Section 15.02(b)(i).


 




    	 	6	 



     


    



 


“Fundamental Change Repurchase
Price” shall have the meaning specified in Section 15.02(a).


 


“Global Note” shall have
the meaning specified in Section 2.05(b).


 


“Holder,” as applied
to any Note, or other similar terms (but excluding the term “beneficial holder”), shall mean any Person in whose name
at the time a particular Note is registered on the Note Register.


 


“Indenture” means this
instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.


 


“Initial Purchasers”
means Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. and Goldman Sachs (Asia) LLC as
representatives of the several “Purchasers” (as defined in the Purchase Agreement).


 


“Interest Payment Date”
means each February 1 and August 1 of each year or, if the relevant date is not a Business Day, the immediately following Business
Day, beginning on August 1, 2019.


 


“Last Reported Sale Price”
of the ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported
in composite transactions for the principal U.S. national or regional securities exchange on which the ADSs are traded. If the
ADSs are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported
Sale Price” shall be the last quoted bid price for the ADSs in the over-the-counter market on the relevant date as reported
by OTC Markets Group Inc. or a similar organization. If the ADSs are not so quoted, the “Last Reported Sale Price”
shall be the average of the mid-point of the last bid and ask prices for the ADSs on the relevant date from each of at least three
nationally recognized independent investment banking firms selected by the Company for this purpose.


 


“Make-Whole Fundamental Change”
means any transaction or event described in clause (a), (b), (d) or (e) of the definition of Fundamental Change (determined after
giving effect to any exceptions to or exclusions from such definition, including in the proviso immediately succeeding clause
(e) of the definition thereof, but without regard to the proviso in clause (b) of the definition thereof).


 


“Maturity Date” means
February 1, 2024.


 


“Merger Event” shall
have the meaning specified in Section 14.07(a).


 


“Note” or “Notes”
shall have the meaning specified in the first paragraph of the recitals of this Indenture.


 


“Notes Fungibility Date”
means the date, if any, following the Resale Restriction Termination Date on which all of the Rule 144A Notes and all of the Regulation
S Notes (other than the Affiliate Notes) are no longer Restricted Securities, do not bear the restrictive legend required by Section
2.05(c), are fungible for U.S. securities law purposes and are assigned an identical, unrestricted CUSIP number.


 




    	 	7	 



     


    



 


“Note Register” shall
have the meaning specified in Section 2.05(a).


 


“Note Registrar” shall
have the meaning specified in Section 2.05(a).


 


“Notice of Conversion”
shall have the meaning specified in Section 14.02(b).


 


“Offering Memorandum”
means the preliminary offering memorandum dated January 29, 2019, as supplemented by the pricing term sheet dated January 30, 2019,
relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the President, the Chief Executive Officer, the Chief Financial Officer the Treasurer, the Secretary, any
Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added
before or after the title “Vice President”).


 


“Officers’ Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by (a) two Officers
of the Company or (b) one Officer of the Company and one of any Assistant Treasurer, any Assistant Secretary or General Counsel
or the Controller of the Company. Each such certificate shall include the statements provided for in Section 17.06 if and to the
extent required by the provisions of such Section. One of the Officers giving an Officers’ Certificate pursuant to Section
4.09 shall be the principal executive, financial or accounting officer of the Company.


 


“open of business” means
9:00 a.m. (New York City time).


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel and in a form reasonably acceptable to the Trustee, who may be counsel to the
Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements
provided for in Section 17.06 if and to the extent required by the provisions of such Section 17.06.


 


“Ordinary Shares” means
Class A ordinary shares of the Company, par value US$0.00025 per share, at the date of this Indenture, subject to Section 14.07.


 


“outstanding,” when used
with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated
and delivered by the Trustee under this Indenture, except:


 


(a)       Notes
theretofore canceled by the Note Registrar or accepted by the Note Registrar for cancellation;


 


(b)       Notes,
or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited
with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent);


 




    	 	8	 



     


    



 


(c)       Notes
that have been paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been
authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any
such Notes are held by protected purchasers in due course;


 


(d)       Notes
converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08;


 


(e)       Notes
redeemed pursuant to Article 16; and


 


(f)       Notes
repurchased by the Company pursuant to the third sentence of Section 2.10.


 


“Paying Agent” shall
have the meaning specified in Section 4.02.


 


“Permitted Holders” means
Mr. Bin Li and Tencent Holdings Limited, together with any other respective “person” or “group” subject
to aggregation with respect to the Ordinary Shares (including Ordinary Shares held in the form of ADSs) with any of the aforementioned
person and entity under Section 13(d) of the Exchange Act.


 


“Person” means an individual,
a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an
unincorporated organization or a government or an agency or a political subdivision thereof.


 


“Physical Notes” means
permanent certificated Notes in registered form issued in denominations of US$1,000 principal amount and multiples thereof.


 


“Predecessor Note” of
any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular
Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange
for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Note that it replaces.


 


“Purchase Agreement”
means that certain Purchase Agreement, dated as of January 30, 2018, among the Company and the Initial Purchasers.


 


“Record Date” means,
with respect to any dividend, distribution or other transaction or event in which the holders of the Ordinary Shares (directly
or in the form of ADSs) (or other applicable security) have the right to receive any cash, securities or other property or in which
the Ordinary Shares (directly or in the form of ADSs) (or such other security) are exchanged for or converted into any combination
of cash, securities or other property, the date fixed for determination of security holders entitled to receive such cash, securities
or other property (whether such date is fixed by the Board of Directors, statute, contract or otherwise).


 


“Redemption Date” shall
have the meaning specified in Section 16.01.


 




    	 	9	 



     


    

 




“Redemption Reference Date”
shall have the meaning specified in Section 14.03(g).


 


“Redemption Reference Price”
shall have the meaning specified in Section 16.01.


 


“Redemption Price” shall
have the meaning specified in Section 16.01.


 


“Reference Property”
shall have the meaning specified in Section 14.07(a).


 


“Regular Record Date,”
with respect to any Interest Payment Date, shall mean the January 15 or July15 (whether or not such day is a Business Day) immediately
preceding the applicable February 1 or August 1 Interest Payment Date, respectively.


 


“Regulation S” means
Regulation S under the Securities Act or any successor to such regulation.


 


“Regulation S Notes”
means the Notes initially offered and sold outside the United States pursuant to Regulation S.


 


“Relevant Jurisdiction”
shall have the meaning specified in Section 4.07(a).


 


“Relevant Taxing Jurisdiction”
shall have the meaning specified in Section 4.07(a).


 


“Repurchase Date” shall
have the meaning specified in Section 15.01(a).


 


“Repurchase Expiration Time”
shall have the meaning specified in Section 15.01(a).


 


“Repurchase Notice” shall
have the meaning specified in Section 15.01(a).


 


“Repurchase Price” shall
have the meaning specified in Section 15.01(a).


 


“Resale Restriction Termination
Date” shall have the meaning specified in Section 2.05(c).


 


“Responsible Officer”
means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this Indenture.


 


“Restricted Deposit Agreement”
means the deposit agreement for restricted securities dated as of or about the date hereof by and among the Company, the ADS Depositary
and the holders and beneficial owners of the restricted ADSs delivered thereunder or, if amended or supplemented as provided therein,
as so amended or supplemented.


 


“Restricted Securities”
shall have the meaning specified in Section 2.05(c).


 


“Rule 144” means Rule
144 as promulgated under the Securities Act.




 




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“Rule 144A” means Rule
144A as promulgated under the Securities Act.


 


“Rule 144A Notes” means
the notes initially offered and sold pursuant to Rule 144A.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Significant Subsidiary”
means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of
Regulation S-X under the Exchange Act. Each of the Company’s Consolidated Affiliated Entities will be deemed to be a “subsidiary”
for purposes of the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X.


 


“Spin-Off” shall have
the meaning specified in Section 14.04(c).


 


“Subsidiary” means, with
respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii)
one or more Subsidiaries of such Person.


 


“Successor Company” shall
have the meaning specified in Section 11.01(a).


 


“Trading Day” means a
day on which (i) trading in the ADSs (or other security for which a closing sale price must be determined) generally occurs on
the New York Stock Exchange or, if the ADSs (or such other security) are not then listed on the New York Stock Exchange, on the
principal other U.S. national or regional securities exchange on which the ADSs (or such other security) are then listed or, if
the ADSs (or such other security) are not then listed on a U.S. national or regional securities exchange, on the principal other
market on which the ADSs (or such other security) are then traded and (ii) a Last Reported Sale Price for the ADSs (or closing
sale price for such other security) is available on such securities exchange or market; provided that if the ADSs (or such
other security) are not so listed or traded, “Trading Day” means a Business Day.


 


“transfer” shall have
the meaning specified in Section 2.05(c) and Section 2.05(e), as applicable.


 


“Transfer Agent” shall
have the meaning specified in Section 4.02.


 


“Trigger Event” shall
have the meaning specified in Section 14.04(c).


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture
Act” shall mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.


 




    	 	11	 



     


    

 




“Trustee” means the Person
named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then
a Trustee hereunder.


 


“unit of Reference Property”
shall have the meaning specified in Section 14.07(a).


 


“Unrestricted Deposit Agreement”
means the deposit agreement dated as of September 11, 2018 by and among the Company, the ADS Depositary and the holders and beneficial
owners of the ADSs delivered thereunder or, if amended or supplemented as provided therein, as so amended or supplemented.


 


“U.S. Person” shall have
the meaning as such term is defined under Regulation S.


 


“Valuation Period” shall
have the meaning specified in Section 14.04(c).


 


Section 1.02          References to Interest.
Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall be deemed
to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of Section
4.06(d), Section 4.06(e) and Section 6.03. Unless the context otherwise requires, any express mention of Additional Interest in
any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention
is not made.


 


ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01          Designation and Amount.
The Notes shall be designated as the “4.50% Convertible Senior Notes due 2024.” The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is initially limited to US$650,000,000 (as increased by an amount
equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of
their option to purchase additional Notes as set forth in the Purchase Agreement), subject to Section 2.10 and except for Notes
authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section
2.05, Section 2.06, Section 2.07, Section 10.04, Section 14.02 and Section 15.04.


 


Section 2.02          Form of Notes. The
Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective
forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and
made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


Any Global Note may be endorsed with or
have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture
as may be required by the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded
or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions
to which any particular Notes are subject.


 




    	 	12	 



     


    

 




Any of the Notes may have such letters,
numbers or other marks of identification and such notations, legends or endorsements as the Officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform
to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.


 


Each Global Note shall represent such principal
amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers
or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount
of outstanding Notes represented thereby shall be made by the Trustee or the Note Registrar in such manner and upon instructions
given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price, the
Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Global
Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders
eligible to receive payment is provided for herein.


 


Section 2.03          Date and Denomination
of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in
denominations of US$1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication
and shall bear interest from, and including, the date specified on the face of such Note. Accrued interest on the Notes shall be
computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed
over a 30-day month.


 


(b)            The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment
Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough
of Manhattan, The City of New York, which shall initially be the Corporate Trust Office. The Company shall pay or cause the Paying
Agent to pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of US$5,000,000
or less, by check mailed (at the Company’s expense) to the Holders of these Notes at their address as it appears in the Note
Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than US$5,000,000, either by check
mailed (at the Company’s expense) to such Holders or, upon application by such Holder to the Note Registrar not later than
the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United
States, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii)
on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 




    	 	13	 



     


    



 


(c)            Any
Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per
annum at the rate per annum borne by the Notes plus one percent, subject to the enforceability thereof under applicable
law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid
by the Company, at its election in each case, as provided in clause (i) or (ii) below:


 


(i)       The
Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall
be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed
to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee
of such notice, unless the Trustee in its sole discretion shall consent to an earlier date), and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall
make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon
the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the
Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and
the special record date therefor to be mailed, first-class postage prepaid (at the Company’s expense), to each Holder at
its address as it appears in the Note Register, not less than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Amounts and the special record date therefor having been so mailed, such Defaulted Amounts shall be paid
to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such
special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c).


 


(ii)       The
Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may
be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.


 




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Section 2.04          Execution, Authentication
and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature
of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice
Presidents. With the delivery of this Indenture, the Company is furnishing, and from time to time thereafter may furnish, a certificate
substantially in the form of Exhibit B (an “Authorization Certificate”) identifying and certifying the incumbency
and specimen (and/or facsimile) signatures of its active authorized Officers. Until the Trustee receives a subsequent Authorization
Certificate, the Trustee shall be entitled to conclusively rely on the last Authorization Certificate delivered to it for purposes
of determining the relevant authorized Officers. Typographical and other minor errors or defects in any signature shall not affect
the validity or enforceability of any Note which has been duly authenticated and delivered by the Trustee.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder.


 


The Company Order shall specify the amount
of Notes to be authenticated (including the initial amount of Rule 144A Notes and the initial amount of Regulation S Notes), the
applicable rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes is to be authenticated,
the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and the date
on which the principal of such Notes will be payable and other terms relating to such Notes. The Trustee shall thereupon authenticate
and deliver said Notes to or upon the written order of the Company (as set forth in such Company Order).


 


The Trustee shall have the right to decline
to authenticate and deliver any Notes under this Section (a) unless and until it receives from the Company a Company Order instructing
it to so authenticate and deliver such Notes and, if requested by the Trustee, an Officers’ Certificate and an Opinion of
Counsel in accordance with Section 17.06 hereof; (b) if the Trustee determines that such action may not lawfully be taken;
or (c) if the Trustee determines that such action would expose to Trustee to personal liability, unless indemnity and/or security
and/or pre-funding satisfactory to the Trustee against such liability is provided to the Trustee and the Note Registrar.


 


Only such Notes as shall bear thereon a
certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually
or by facsimile by an authorized officer of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee upon any Note executed by the Company shall be conclusive evidence that the Note
so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 




    	 	15	 



     


    



 


In case any Officer of the Company who shall
have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered
by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though
the Person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the
Company by such Persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at
the date of the execution of this Indenture any such Person was not such an Officer.


 


Section 2.05          Exchange and Registration
of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office
a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section
4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable
of being converted into written form within a reasonable period of time. The Bank of New York Mellon is hereby initially appointed
the “Note Registrar” and “Transfer Agent” for the purpose of registering Notes and transfers
of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.


 


Prior to the Notes Fungibility Date, upon
surrender for registration of transfer of any Rule 144A Note or Regulation S Note, as the case may be, to the Note Registrar or
any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Rule 144A Notes or Regulation S Notes, as the case may be, of any authorized denominations and of a like aggregate principal amount
and bearing such restrictive legends as may be required by this Indenture. Following the Notes Fungibility Date, upon surrender
for registration of transfer of any Note (other than an Affiliate Note) to the Note Registrar or any co-Note Registrar, and satisfaction
of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and
of a like aggregate principal amount and not bearing the restrictive legends required by Section 2.05(c).


 


Prior to the Notes Fungibility Date, Rule
144A Notes and Regulation S Notes, as the case may be, may be exchanged for other Rule 144A Notes or Regulation S Notes, as the
case may be, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Rule 144A Notes or
Regulation S Notes, as the case may be, to be exchanged at any such office or agency maintained by the Company pursuant to Section
4.02. Whenever any Rule 144A Notes or Regulation S Notes, as the case may be, are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Rule 144A Notes or Regulation S Notes, as the case may be, that the
Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. Following the
Notes Fungibility Date, Notes (other than an Affiliate Note) may be exchanged for other Notes of any authorized denominations and
of a like aggregate principal amount but not bearing the restrictive legend required by Section 2.05(c), upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder
making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.


 




    	 	16	 



     


    



 


All Notes presented or surrendered for registration
of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or
any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory
to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.


 


No service charge shall be imposed by the
Company, the Transfer Agent, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of
transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp, issue, transfer
or similar tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or
registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration
of transfer. The Company shall pay the ADS Depositary’s fees for issuance of the ADSs.


 


None of the Company, the Trustee, the Note
Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or
a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Notes selected
for redemption in accordance with Article 16.


 


All Notes issued upon any registration of
transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.


 


The Trustee shall have no responsibility
or obligation to any direct or indirect participant or any other Person with respect to the accuracy of the books or records, or
the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership
interest in the Notes or with respect to the delivery to any direct or indirect participant or other Person (other than the Depositary
and any other registered Holder of Notes) of any notice (including any notice of redemption pursuant to Article 16) or the payment
of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be
the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised
only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depositary with respect to its direct or indirect participants.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any transfers between or among direct or indirect
participants in any Global Note) other than to require delivery of such certificates as are expressly required by, and to do so
if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as
to form with the express requirements hereof.


 




    	 	17	 



     


    



 


(b)            So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the
fourth paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global
Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial
interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary in accordance
with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. Prior
to the Notes Fungibility Date, the Rule 144A Notes shall be represented by one or more Global Notes and the Regulation S Notes
shall be represented by one or more separate Global Notes. Following the Notes Fungibility Date, the Rule 144A Notes and the Regulation
S Notes (other than the Affiliate Notes) may be represented by one or more of the same Global Notes.


 


(c)            Every
Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any
ADSs (including the Ordinary Shares represented thereby) delivered upon conversion of the Notes that are required to bear the legend
set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions
on transfer set forth in this Section 2.05(c) (including the legend set forth below), unless such restrictions on transfer shall
be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s
acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d),
the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted
Security.


 


Until the date (the “Resale Restriction
Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the
Notes, or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereto, and
(2) such later date, if any, as may be required by applicable law, any certificate evidencing such Note (and all securities issued
in exchange therefor or substitution thereof, other than ADSs (including the Ordinary Shares represented thereby) issued upon conversion
thereof, which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following
form (unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective under
the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration
provided by Rule 144 under the Securities Act or any similar provision then in force under the Securities Act, or unless otherwise
agreed by the Company in writing, with notice thereof to the Trustee):


 




    	 	18	 



     


    



 


THIS SECURITY, THE AMERICAN DEPOSITARY SHARES
DELIVERABLE UPON CONVERSION OF THIS SECURITY AND THE ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULES
144 UNDER THE SECURITIES ACT OR CONTRACTUALLY RESTRICTED SECURITIES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


(1)          REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON AND LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND
ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF NIO INC. (THE “COMPANY”) (OTHER THAN AN ENTITY AFFILIATED WITH TENCENT HOLDINGS
LIMITED AND AN ENTITY AFFILIATED WITH HILLHOUSE CAPITAL MANAGEMENT LTD. THAT PURCHASED REGULATION S NOTES UPON THE ORIGINAL ISSUANCE
THEREOF AND THEIR RESPECTIVE AFFILIATES), AND


 


(2)          AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST
HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY
BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)       TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B)       PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 


(C)       TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)       TO
A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR


 


(E)       PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 




    	 	19	 



     


    



 





NO AFFILIATE (AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS (OTHER THAN AN ENTITY AFFILIATED WITH TENCENT HOLDINGS LIMITED AND AN ENTITY
AFFILIATED WITH HILLHOUSE CAPITAL MANAGEMENT LTD. THAT PURCHASED REGULATION S NOTES UPON THE ORIGINAL ISSUANCE THEREOF AND THEIR
RESPECTIVE AFFILIATES) MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE, THE AMERICAN DEPOSITARY SHARES DELIVERABLE UPON CONVERSION
HEREOF AND THE ORDINARY SHARES REPRESENTED THEREBY, OR A BENEFICIAL INTEREST HEREIN.


 


No transfer of any Note prior to the Resale
Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer
has been checked. Notwithstanding the foregoing, Notes which in whole or in part constitute an Affiliate Note shall at all times
bear the foregoing legend unless removed in connection with a transfer pursuant to a registration statement that has become effective
under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from
registration provided by Rule 144).


 


Any Note other than an Affiliate Note (or
security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance
with their terms may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this
Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive
legend required by this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct
the Trustee in writing to so surrender any Global Note as to which such restrictions on transfer shall have expired in accordance
with their terms for exchange, and, upon such instruction, the Trustee shall so surrender such Global Note for exchange; and any
new Global Note so exchanged therefor shall not bear the restrictive legend specified in this Section 2.05(c) and shall not be
assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale
Restriction Termination Date and after a registration statement, if any, with respect to the Notes or the ADSs (including the Ordinary
Shares represented thereby) issued upon conversion of the Notes has been declared effective under the Securities Act.


 


Notwithstanding any other provisions of
this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or
in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary
and (ii) for transfers of portions of a Global Note in certificated form made upon request of a member of, or a participant in,
the Depositary (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary
in accordance with customary procedures of the Depositary and in compliance with this Section 2.05(c).


 




    	 	20	 



     


    

 


The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect
to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as
the nominee of the Depositary, and deposited with the Bank of New York Mellon as custodian for Cede & Co.


 


If (i) the Depositary notifies the Company
at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary
is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a
successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is
continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company
shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery
of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal
amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in
the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an
aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and
upon delivery of the Global Notes to the Note Registrar such Global Notes shall be canceled.


 


Physical Notes issued in exchange for all
or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Note Registrar
in writing. Upon execution and authentication, the Note Registrar shall deliver such Physical Notes to the Persons in whose names
such Physical Notes are so registered.


 


At such time as all interests in a Global
Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled
by the Note Registrar in accordance with standing procedures and existing instructions of the Depositary. At any time prior to
such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed
or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of
such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and existing instructions
of the Depositary, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note,
by the Note Registrar, to reflect such reduction or increase.


 


None of the Company, the Trustee, the Paying
Agent, any agent of the Company or any agent of the Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.


 




    	 	21	 



     


    

 


(d)          Until
the Resale Restriction Termination Date, any certificate representing ADSs (including the Ordinary Shares represented thereby)
issued upon conversion of such Note shall bear a legend in substantially the following form (unless the Note or such ADSs (including
the Ordinary Shares represented thereby) has been transferred pursuant to a registration statement that has become or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption
from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such ADS or the Ordinary
Shares represented thereby have been issued upon conversion of Notes that have been transferred pursuant to a registration statement
that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,
or pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any similar provision then in force
under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the Note Registrar and any transfer
agent for the ADSs):


 


THE AMERICAN DEPOSITARY SHARES EVIDENCED
HEREBY AND THE ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT OR CONTRACTUALLY RESTRICTED
SECURITIES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


(1)         REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON AND LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND
ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF NIO INC. (THE “COMPANY”) (OTHER THAN AN ENTITY AFFILIATED WITH TENCENT HOLDINGS
LIMITED AND AN ENTITY AFFILIATED WITH HILLHOUSE CAPITAL MANAGEMENT LTD. THAT PURCHASED REGULATION S NOTES UPON THE ORIGINAL ISSUANCE
THEREOF, UPON CONVERSION OF WHICH THE AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY HAVE BEEN DELIVERED, AND THEIR RESPECTIVE AFFILIATES),
AND


 





 




    	 	22	 



     


    

 


(2)         AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST
HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION
OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)         TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B)         PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 


(C)         TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)         TO
A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR


 


(E)         PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY AND THE TRANSFER AGENT FOR THE COMPANY’S AMERICAN DEPOSITARY
SHARES RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE
REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)
OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE
THREE IMMEDIATELY PRECEDING MONTHS (OTHER THAN AN ENTITY AFFILIATED WITH TENCENT HOLDINGS LIMITED AND AN ENTITY AFFILIATED WITH
HILLHOUSE CAPITAL MANAGEMENT LTD. THAT PURCHASED REGULATION S NOTES UPON THE ORIGINAL ISSUANCE THEREOF, UPON CONVERSION OF WHICH
THE AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY HAVE BEEN DELIVERED, AND THEIR RESPECTIVE AFFILIATES) MAY PURCHASE, OTHERWISE ACQUIRE
OR OWN THE AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY OR A BENEFICIAL INTEREST THEREIN.


 




    	 	23	 



     


    

 


Any such ADSs as to which such restrictions
on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such ADSs for
exchange in accordance with the procedures of the transfer agent for the ADSs and the Restricted Deposit Agreement, as applicable,
be exchanged for a new certificate or certificates for a like aggregate number of ADSs, which shall not bear the restrictive legend
required by this Section 2.05(d).


 


Notwithstanding the foregoing, any ADSs
received upon conversion of an Affiliate Note shall at all times bear the foregoing legend unless removed in connection with a
transfer pursuant to a registration statement that has become effective under the Securities Act and that continues to be effective
at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144.


 


(e)          Any
Note or ADS delivered upon the conversion or exchange of any Note that is repurchased or owned by any Affiliate of the Company
(including any Affiliate Note) may not be resold by such Affiliate unless registered under the Securities Act or resold pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act in a transaction
that results in such Note or ADS, as the case may be, no longer being a “restricted security” (as defined under Rule
144 under the Securities Act). The Company shall cause any Note that is repurchased or owned by it to be surrendered to the Note
Registrar for cancellation in accordance with Section 2.08.


 


(f)          Until
the Resale Restriction Termination Date, prior to any sale of Regulation S Notes, the ADSs deliverable upon conversion thereof
or the Ordinary Shares represented thereby, to a qualified institutional buyer in compliance with Rule 144A, the Holder thereof
shall deliver to the Trustee, Transfer Agent and/or Depositary, as the case may be, written confirmation that the prospective purchaser
is a Person such Holder reasonably believes is a “qualified institutional buyer” (within the meaning of Rule 144A)
that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given
that the transfer is being made in reliance on Rule 144A.


 


Section 2.06         Mutilated,
Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon receipt of a Company Order, the Trustee shall authenticate and deliver, a new Note, bearing a
registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in
substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish to the
Company and to the Trustee such security and/or indemnity as may be required by them to save each of them harmless from any loss,
liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Note and of the ownership thereof.


 


The Trustee may authenticate any such substituted
Note and deliver the same upon the receipt of such security and/or indemnity as the Trustee and the Company may require. No service
charge shall be imposed by the Company, the Transfer Agent, the Note Registrar, any co-Note Registrar or the Paying Agent upon
the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp,
issue, transfer or similar tax required in connection therewith as a result of the name of the Holder of the new substitute Note
being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any
Note that has matured or is about to mature or has been surrendered for repurchase (and not withdrawn) in accordance with Article
15 or has been selected for redemption in accordance with Article 16 or is about to be converted in accordance with Article 14
shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute
Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the
case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company and
to the Trustee such security and/or indemnity as may be required by them to save each of them harmless for any loss, liability,
cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory
to the Company, and the Trustee evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.


 




    	 	24	 



     


    

 


Every substitute Note issued pursuant to
the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall
be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately
with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to the replacement, payment, redemption, conversion
or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, redemption, conversion
or repurchase of negotiable instruments or other securities without their surrender.


 


Section 2.07         Temporary
Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee shall, upon receipt of a Company
Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized
denomination, and substantially in the form of the Physical Notes but with such omissions, insertions and variations as may be
appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company
and authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the
Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee Physical Notes (other than any
Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at
each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee shall upon receipt of a Company Order
authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange
shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated
and delivered hereunder.


 


Section 2.08         Cancellation
of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment, repurchase, redemption,
registration of transfer or exchange or conversion, if surrendered to any Person other than the Note Registrar (including any of
the Company’s agents, Subsidiaries or Affiliates), to be delivered and surrendered to the Note Registrar for cancellation.
All Notes delivered to the Note Registrar shall be canceled promptly by it, and no Notes shall be authenticated in exchange thereof
except as expressly permitted by any of the provisions of this Indenture. The Note Registrar shall dispose of canceled Notes in
accordance with its customary procedures and, after such disposition, shall deliver a certificate of such cancellation and disposition
to the Company, at the Company’s written request in a Company Order.


 




    	 	25	 



     


    

 


Section 2.09         CUSIP
Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on
such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly
notify the Trustee in writing of any change in the “CUSIP” numbers. Prior to the Notes Fungibility Date, the Rule 144A
Notes and the Regulation S Notes shall have different “CUSIP” numbers. Following the Notes Fungibility Date, the Rule
144A Notes and the Regulation S Notes shall have the same “CUSIP” number; provided the Company shall cause any
Affiliate Notes to bear a different “CUSIP” or “ISIN” number.


 


Section 2.10         Additional
Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture
and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (except for any differences in
the issue price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional
Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the
Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have a separate
CUSIP number from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the
Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’
Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall
reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether
such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through
its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements. The Company
shall cause any Notes so repurchased to be surrendered to the Note Registrar for cancellation in accordance with Section 2.08 and
upon receipt of a Company Order, the Note Registrar shall cancel all Notes so surrendered and such Notes shall no longer be considered
outstanding under this Indenture upon their cancellation. The Company may also enter into cash-settled swaps or other derivatives
with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall
not be required to be surrendered to the Note Registrar for cancellation in accordance with Section 2.08 and will continue to be
considered outstanding for purposes of this Indenture, subject to the provisions of Section 8.04.


 




    	 	26	 



     


    

 


ARTICLE 3

SATISFACTION AND DISCHARGE


 


Section 3.01         Satisfaction
and Discharge. This Indenture shall upon request of the Company contained in an Officers’ Certificate cease to be of
further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06 and (y) Notes for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 4.04(d)) have been delivered to the Note Registrar for cancellation; or (ii)
the Company has deposited with the Paying Agent or delivered to Holders, as applicable, after the Notes have become due and payable,
whether on the Maturity Date, a Redemption Date, the Repurchase Date, any Fundamental Change Repurchase Date, upon conversion or
otherwise, cash or cash and ADSs (solely to satisfy the Company’s Conversion Obligation, if applicable), sufficient to pay
all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.06 shall survive.


 


ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01         Payment
of Principal and Interest. The Company covenants and agrees that it will cause to be paid the principal (including the Redemption
Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on,
each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.


 


Section 4.02         Maintenance
of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency (which
will be the Corporate Trust Office initially) where the Notes may be surrendered for registration of transfer or exchange or for
presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”)
and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, provided,
however, that the legal service of process against the Company shall in no circumstance be made at an office or agency of
the Trustee.


 


The Company may also from time to time designate
as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York,
for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion
Agent” include any such additional or other offices or agencies, as applicable.


 




    	 	27	 



     


    

 


The Company hereby initially designates
The Bank of New York Mellon as the Paying Agent, Note Registrar, Transfer Agent and Conversion Agent and the Corporate Trust Office
and the office or agency of The Bank of New York Mellon in the Borough of Manhattan, The City of New York, each shall be considered
as one such office or agency of the Company for each of the aforesaid purposes.


 


Section 4.03         Appointments
to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.09, a trustee, so that there shall at all times be a trustee hereunder.


 


Section 4.04         Provisions
as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying
Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions
of this Section 4.04:


 


(i)          that
it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the Repurchase
Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes for the benefit
of the Holders of the Notes;


 


(ii)         that
it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Redemption
Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on,
the Notes when the same shall be due and payable; and


 


(iii)        that
at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all
sums so held.


 


The Company shall, on or before each due
date of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable)
of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including
the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest
and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action;
provided that such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, one Business Day prior
to the relevant due date. The Paying Agent shall not be bound to make any payment until it has received, in immediately available
and cleared funds, an amount which shall be sufficient to pay, as applicable, the aggregate amount of principal (including the
Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest
on, the Notes when such principal or interest shall become due and payable. The Paying Agent shall not be responsible or liable
for any delay in making the payment if it does not receive funds before 10:00 a.m. one Business Day prior to the payment date.
The Company shall use reasonable efforts to procure that, before 10:00 a.m., New York City time, on the second Business Day before
each payment date, the bank effecting payment for it has confirmed by facsimile to the Paying Agent the payment instructions relating
to such payment.


 




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(b)          If
the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price,
the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes,
set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including
the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest
so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company
to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase
Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and payable. Upon an Event
of Default under Section 6.01(i) or Section 6.01(j) hereof, the Trustee shall automatically become the Paying Agent.


 


(c)          Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held
by the Company in trust or by any Paying Agent as required by this Section 4.04, such sums or amounts to be held by the Trustee
upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company
or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts.


 


(d)          Any
money and ADSs deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal
(including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued
and unpaid interest on, any Note (or, in the case of ADSs, in satisfaction of the Conversion Obligation) and remaining unclaimed
for two years after such principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase
Price, if applicable) or interest has become due and payable or such Conversion Obligation has become due shall be paid or delivered,
as the case may be, to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money and ADSs,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment or delivery, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation
in The Borough of Manhattan, The City of New York, notice that such money and ADSs remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and ADSs then
remaining will be repaid or delivered to the Company.


 


Section 4.05         Existence.
Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence. The Company shall promptly provide the Trustee with written notice of any change to its name, jurisdiction
of incorporation or change to its corporate organization.


 




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Section 4.06         Rule
144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange
Act, the Company shall, so long as any of the Notes, any ADSs deliverable upon conversion thereof or any Ordinary Shares underlying
ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning
of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and shall, upon written request, provide to any Holder,
beneficial owner or prospective purchaser of such Notes or the ADSs deliverable upon conversion of such Notes, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant
to Rule 144A. The Company shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably
request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance
with Rule 144A, as such rule may be amended from time to time.


 


(b)          The
Company shall provide to the Trustee within 15 days after the same are required to be filed with the Commission, copies of any
documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that
the Company files with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be
provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or any
successor thereto). The Trustee shall have no obligation to determine if and when the Company’s statements or reports are
publically available and/or accessible electronically.


 


(c)          Delivery
of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s
receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to conclusively rely on an Officers’ Certificate).


 


(d)          If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of original
issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after (i) giving effect to all applicable grace periods thereunder
and (ii) other than reports on Form 6-K to the extent such reports are not required to satisfy the “current public information”
requirements of Rule 144), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay or cause the Paying Agent
to pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the
principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred
and is continuing or the period during which the Notes are not freely tradable, as the case may be. As used in this Section 4.06(d),
documents or reports that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d)
of the Exchange Act.


 




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(e)          If,
and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned
a restricted CUSIP or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders
that were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant
to U.S. securities laws or the terms of this Indenture or the Notes) as of the 370th day after the last date of original issuance
of the Notes, the Company shall pay or cause the Paying Agent to pay Additional Interest on the Notes at a rate equal to 0.50%
per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance
with Section 2.05(c), the Notes have been assigned an unrestricted CUSIP and the Notes are freely tradable by Holders other than
the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes).


 


(f)          Additional
Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the
Notes.


 


(g)          The
Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu
of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event
shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant
to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate
in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect
of its Exchange Act reporting obligations.


 


(h)          If
Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the
Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii)
the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate
Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company
has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’
Certificate setting forth the particulars of such payment.


 





 




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Section 4.07         Additional
Amounts. (a) All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with
respect to this Indenture and 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 on conversion of a Note (together with payments of cash for any Fractional ADS or other
consideration) upon conversion of the Notes, shall be made without withholding, deduction or reduction for any other collection
at source for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed
or levied (including any penalties and interest related thereto) (“applicable taxes”) by or within any jurisdiction
in which the Company or any successor to the Company is, for tax purposes, incorporated, organized or resident or doing business
(each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together
with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision
or taxing authority thereof or therein) 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, the
Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration,
as applicable (“Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial
owner of the Notes after such withholding, deduction or reduction (and after deducting any taxes on the Additional Amounts) shall
equal the amounts that would have been received by such beneficial owner had no such withholding, deduction or reduction been required;
provided that no Additional Amounts shall be payable:


 


(i)          for
or on account of:


 


(A)         any
applicable taxes that would not have been imposed but for:


 


(1)         the
existence of any present or former connection between the relevant Holder or beneficial owner of such Note and the Relevant Jurisdiction,
other than merely acquiring or holding such Note, receiving ADSs (together with the payment of cash for any Fractional ADS) or
other consideration upon conversion of such Note or the receipt of payments or the exercise or enforcement of rights thereunder,
including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such
Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business
therein or having had a permanent establishment therein;


 


(2)         the
presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the
payment of the principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable)
and interest on, such Note or the delivery of ADSs (together with payment of cash for any Fractional ADS) upon conversion of such
Note became due and payable pursuant to the terms thereof or was made or duly provided for;


 


(3)         the
failure of the Holder or beneficial owner to comply with a timely written request from the Company or any successor of the Company,
addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled, to provide certification, information,
documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection
with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters,
if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice
of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would
have otherwise been payable to such Holder or beneficial owner; or


 




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(4)         the
presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note
could not have been presented for payment elsewhere;


 


(B)         any
estate, inheritance, gift, sale, transfer, personal property or similar applicable tax or any excise or similar taxes imposed with
respect to a transfer;


 


(C)         any
applicable tax that is payable otherwise than by withholding, deduction or reduction for any other collection at source from payments
or deliveries under or with respect to the Notes;


 


(D)         any
applicable tax required to be withheld or deducted under Sections 1471 to 1474 of the Code (or any amended or successor versions
of such Sections) (“FATCA”), any regulations or other official guidance thereunder, any intergovernmental agreement
or agreement pursuant to Section 1471(b)(1) of the Code entered into in connection with FATCA, or any law, regulation or other
official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement; or


 


(E)         any
combination of applicable taxes referred to in the preceding clauses (A), (B), (C) or (D); or


 


(ii)         with
respect to any payment of the principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase
Price, if applicable), and interest on, such Note or the delivery of ADSs (together with payment of cash for any Fractional ADS)
upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner
of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Jurisdiction,
for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial
owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial
owner been the Holder thereof.


 


(b)          If
the Company or its successor becomes obligated to pay Additional Amounts with respect to any payment or delivery under or with
respect to the Notes, the Company or its successor shall deliver to the Trustee and the Paying Agent, if other than the Trustee,
on a date that is at least 30 days prior to the date of that payment or delivery (unless the obligation to pay Additional Amounts
arises after the 30th day prior to that payment date, in which case the Company or its successor shall notify the Trustee and the
Paying Agent promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the
amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary
to enable the Paying Agent or the Conversion Agent, as the case may be, to pay Additional Amounts to Holders on the relevant payment
date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof
that such payments are necessary. The Company or its successor shall provide the Trustee and the Paying Agent with documentation
reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts.


 




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(c)          The
Company or its successor shall make all withholdings and deductions required by law and shall remit the full amount deducted or
withheld to the relevant tax authority in accordance with applicable law. Upon request, the Company or its successor shall provide
to the Trustee an official receipt or, if official receipts are not obtainable, an Officers’ Certificate evidencing the payment
of any applicable taxes so deducted or withheld. Copies of those receipts or other documentation, as the case may be, shall be
made available by the Trustee to the Holders of the Notes upon written request.


 


(d)          Any
reference in this Indenture or the Notes in any context to the delivery of ADSs (together with payment of cash for any Fractional
ADS) or other consideration upon conversion of any Note or the payment of principal of (including the Redemption Price, the Repurchase
Price and Fundamental Change Repurchase Price, if applicable) and any premium or interest (including any Additional Interest) on
any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the
extent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section
4.07.


 


(e)          Notwithstanding
any other provisions, the Company or its successor, the Trustee and the Paying Agent shall be entitled to make any withholding
or deduction pursuant to FATCA.


 


(f)          If
the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the
Notes, it will deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts
so withheld or deducted.


 


(g)          The
foregoing obligations shall survive termination or discharge of this Indenture.


 


Section 4.08         Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture;
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted.


 




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Section 4.09         Compliance
Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal
year of the Company (beginning with the fiscal year ending on December 31, 2019) an Officers’ Certificate stating that a
review has been conducted of the Company’s activities under this Indenture and the Company has fulfilled its obligations
hereunder, and whether the authorized Officers thereof have knowledge of any Default by the Company that occurred during the previous
year that is then continuing and, if so, specifying each such Default and the nature thereof.


 


In addition, the Company shall deliver to
the Trustee, as soon as possible, and in any event within 30 days after the Company becomes aware of the occurrence of any Default
if such Default is then continuing, an Officers’ Certificate setting forth the details of such Default, its status and the
action that the Company is taking or proposing to take in respect thereof. The Trustee shall have no responsibility to take any
steps to ascertain whether any Event of Default or Default has occurred, and until (i) a Responsible Officer of the Trustee has
received an Officers’ Certificate regarding such an occurrence, or (ii) the Trustee has received written notice at the Corporate
Trust Office from the Holders of at least 25% in aggregate principal amount of the Notes then outstanding regarding such an occurrence,
the Trustee is entitled to assume, without liability, that no Event of Default or Default has occurred.


 


Section 4.10         Further
Instruments and Acts. The Company will execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purposes of this Indenture.


 


ARTICLE 5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01         Lists
of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not
more than 15 days after each January 15 and July 15 in each year beginning with July 15, 2019, and at such other times as the Trustee
may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may
reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date
as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished so long as the Bank of New York Mellon is acting as Note Registrar.


 


Section 5.02         Preservation
and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained
by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.


 




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ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01         Events
of Default. The following events shall be “Events of Default” with respect to the Notes:


 


(a)          default
in any payment of interest or Additional Amounts, if any, on any Note when due and payable and the default continues for a period
of 30 days;


 


(b)          default
in the payment of principal of any Note when due and payable on the Maturity Date, upon redemption, upon any required repurchase,
upon declaration of acceleration or otherwise;


 


(c)          failure
by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s
conversion right and such failure continues for a period of five Business Days;


 


(d)          failure
by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) or notice of a Make-Whole Fundamental
Change in accordance with Section 14.03(a), in each case, when due and such failure continues for a period of five Business Days;


 


(e)          failure
by the Company to comply with its obligations under Article 11;


 


(f)          failure
by the Company for 60 days after written notice from the Trustee or by the Trustee at the request of the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements
contained in the Notes or this Indenture;


 


(g)          default
by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which
there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of US$50
million (or the foreign currency equivalent thereof) in the aggregate of the Company and/or any such Significant Subsidiary, whether
such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and
payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity,
upon required repurchase, upon declaration of acceleration or otherwise;


 


(h)          a
final judgment for the payment of US$50 million (or the foreign currency equivalent thereof) or more (excluding any amounts covered
by insurance) rendered against the Company or any Significant Subsidiary of the Company, which judgment is not paid, bonded or
otherwise discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal
has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


(i)          the
Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced
against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become
due; or


 




    	 	36	 



     


    

 


(j)          an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days.


 


Section 6.02         Acceleration;
Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and
every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or
any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, the Trustee
may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding
determined in accordance with Section 8.04, by notice in writing to the Company and to the Trustee may, and the Trustee at the
request of such Holders shall (subject to being indemnified and/or secured and/or pre-funded to its satisfaction), declare 100%
of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration
the same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this Indenture
or in the Notes to the contrary. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company
or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest on,
all Notes shall become and shall automatically be immediately due and payable without any action on the part of the Trustee. If
an Event of Default occurs and is continuing, all agents of the Company appointed under this Indenture will be required to act
on the direction of the Trustee.


 


The immediately preceding paragraph, however,
is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable,
and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon
all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue
installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and
on such principal at the rate per annum borne by the Notes plus one percent) and amounts due to the Trustee pursuant to
Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2)
any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid
interest on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09,
then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or
Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall
impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment
shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued
and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as
the case may be, the consideration due upon conversion of the Notes.


 




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Section 6.03         Additional
Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the
sole remedy for Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section
4.06(b) shall after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest
on the Notes at a rate equal to:


 


(a)          0.25%
per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including, the date
on which such an Event of Default first occurs and ending on the earlier of (i) the date on which such Event of Default is cured
or validly waived and (ii) the 90th day immediately following, and including, the date on which such Event of Default first occurred;
and


 


(b)          if
such Event of Default has not been cured or validly waived prior to the 91st day immediately following, and including, the date
on which such Event of Default first occurred, 0.50% per annum of the principal amount of the Notes outstanding for each day during
the period beginning on, and including, the 91st day immediately following, and including, the date on which such an Event of Default
first occurred and ending on the earlier of (i) the date on which such Event of Default is cured or validly waived and (ii) the
180th day immediately following, and including, the date on which such Event of Default first occurred.


 


Interest payable pursuant to this Section
6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). In
no event shall Additional Interest accrue on the Notes on any day under this Indenture (taking any Additional Interest payable
pursuant to this Section 6.03 together with any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e)) at
an annual rate accruing in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure
to be current in respect of its Exchange Act reporting obligations. If the Company so elects, such Additional Interest shall be
payable in the same manner and on the same dates as regular interest on the Notes. On the 181st day after such Event of Default
(if the Event of Default with respect to the Company’s obligations under Section 4.06(b) is not cured or waived prior to
such 181st day), the Notes will be subject to acceleration as provided in Section 6.02. In the event the Company does not elect
to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make such
payment but does not pay the Additional Interest when due, the Notes shall be subject to acceleration as provided in Section 6.02.


 




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In order to elect to pay Additional Interest
as the sole remedy during the first 180 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent of such election prior
to the beginning of such 180-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to
acceleration as provided in Section 6.02.


 


Section 6.04         Payments
of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred,
the Company shall, upon demand of the Trustee acting in its own discretion or at the request of Holders of at least 25% in aggregate
principal amount of the Notes then outstanding determined in accordance with Section 8.04 and subject to indemnity and/or security
and/or pre-funding satisfactory to the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount
then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any,
at the rate per annum borne by the Notes at such time plus one percent, and, in addition thereto, such further amount as
shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against
the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the Notes, wherever situated.


 


In the event there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States
Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the
Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor
upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention
in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid
interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers
or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including
any claim for the compensation, properly incurred expenses, properly incurred disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes,
its or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by
each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for compensation, properly
incurred expenses, advances and properly incurred disbursements, including agents and counsel fees and expenses, and including
any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such distribution. To the extent that
such payment of compensation, properly incurred expenses, advances and properly incurred disbursements out of the estate in any
such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive
in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 




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Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.


 


All rights of action and of asserting claims
under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or
the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name or as trustee of an express trust, and any recovery of judgment shall, after provision for the
payment of the compensation, properly incurred expenses, properly incurred disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Notes.


 


In any proceedings brought by the Trustee
(and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party)
the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes
parties to any such proceedings.


 


In case the Trustee shall have proceeded
to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver
pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company, the Holders, and the Trustee shall, subject to any determination
in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers
of the Company, the Holders, and the Trustee shall continue as though no such proceeding had been instituted.


 





 




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Section 6.05         Application
of Monies Collected by Trustee. Any monies collected by the Trustee pursuant to this Article 6 with respect to the Notes shall
be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation
of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First, to the payment of all amounts
due the Trustee, including to its agents and counsel, under Section 7.06 and any payments due to the Paying Agent, the Transfer
Agent, the Conversion Agent and the Note Registrar;


 


Second, in case the principal of
the outstanding Notes shall not have become due and be unpaid, to the payment of interest on, the Notes in default in the order
of the date due of the payments of such interest, with interest (to the extent that such interest has been collected by the Trustee)
upon such overdue payments at the rate per annum borne by the Notes at such time (including, without duplication, any additional
interest on such overdue payments pursuant to Section 6.04), such payments to be made ratably to the Persons entitled thereto;


 


Third, in case the principal of the
outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including,
if applicable, the payment of the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price and any cash due upon
conversion) then owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal and,
to the extent that such interest has been collected by the Trustee, upon overdue installments of interest at the rate per annum
borne by the Notes at such time plus one percent, and in case such monies shall be insufficient to pay in full the whole
amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Redemption Price,
Repurchase Price or Fundamental Change Repurchase Price and the cash due upon conversion) and interest without preference or priority
of principal over interest, or of interest over principal or of any installment of interest over any other installment of interest,
or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Redemption Price,
Repurchase Price or Fundamental Change Repurchase Price) and accrued and unpaid interest; and


 


Fourth, to the payment of the remainder,
if any, to the Company.


 


Section 6.06         Proceedings
by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price, the
Repurchase Price or Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the
consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for
the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:


 


(a)          such
Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein
provided;


 


(b)          Holders
of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder;


 


(c)          such
Holders shall have offered to the Trustee such security and/or indemnity and/or pre-funding satisfactory to it against any loss,
liability or expense to be incurred therein or thereby;


 




    	 	41	 



     


    

 


(d)          the
Trustee for 60 days after its receipt of such notice, request and offer of security and/or indemnity and/or pre-funding, shall
have neglected or refused to institute any such action, suit or proceeding; and


 


(e)          no
direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by
the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to
Section 6.09,


 


it being understood and intended, and being expressly covenanted
by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have
any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce
any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
(except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


 


Notwithstanding any other provision of this
Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as the case may be, of (x) the
principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of,
(y) accrued and unpaid interest on, and (z) the consideration due upon conversion of, such Note, on or after the respective due
dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment
or delivery, as the case may be, on or after such respective dates against the Company shall not be impaired or affected without
the consent of such Holder.


 


Section 6.07         Proceedings
by Trustee. In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either
by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any
covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture or by law.


 


Section 6.08         Remedies
Cumulative and Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by this
Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default
shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence
therein; and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.


 




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Section 6.09         Direction
of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of
the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or
with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such
direction. The Trustee may refuse to follow any direction that would involve the Trustee in personal liability, or if it is not
provided with security and/or indemnity and/or pre-funding to its satisfaction, or that the Trustee determines is unduly prejudicial
to the rights of any other Holder. In addition, the Trustee will not be required to expend its own funds under any circumstances.
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section
8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences
except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Redemption
Price, Repurchase Price or Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the
provisions of Section 6.02, (ii) a failure by the Company to pay or deliver, or cause to be delivered, as the case may be, the
consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article
10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company,
the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event
of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes
of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.


 


Section 6.10         Notice
of Defaults and Events of Default. If a Default or Event of Default occurs and is continuing and is notified in writing to
the Trustee, the Trustee shall, within 90 days after the occurrence and continuance of such Default or Event of Default, mail to
all Holders (at the Company’s expense) as the names and addresses of such Holders appear upon the Note Register, notice of
all Defaults so notified in writing, unless such Defaults shall have been cured or waived before the giving of such notice; provided
that the Trustee shall not be deemed to have knowledge of any occurrence of a Default or Event unless it has received written notice.
Except in the case of a Default in the payment of the principal of (including the Redemption Price, the Repurchase Price and the
Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment
or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long
as the Trustee’s board of directors, a Responsible Officer, an executive committee or a committee of Responsible Officers
of the Trustee (in its sole discretion) in good faith determines that the withholding of such notice is in the interests of the
Holders.


 




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Section 6.11         Undertaking
to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to
have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess costs, including
attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted
by law) shall not apply to any suit instituted by or against the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section
8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest
on any Note (including, but not limited to, the Redemption Price and the Repurchase Price and Fundamental Change Repurchase Price
with respect to the Notes being repurchased as provided in this Indenture) on or after the due date expressed or provided for in
such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 14.


 


ARTICLE 7

CONCERNING THE TRUSTEE


 


Section 7.01         Duties
and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver
of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an
Event of Default, of which the Trustee has actual written notice, has occurred that has not been cured or waived the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise,
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided
that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or
powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity
and/or security and/or pre-funding satisfactory to it against the costs, liabilities or expenses that might be incurred by it in
compliance with such request or direction.


 


No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act
or its own willful misconduct, except that:


 


(a)          prior
to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred:


 


(i)          the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall
not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and


 




    	 	44	 



     


    



 





(ii)         in
the absence of gross negligence and willful misconduct on the part of the Trustee, as proven in a final decision of a court of
competent jurisdiction, the Trustee may conclusively and without liability rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other
facts, statements, opinions or conclusions stated therein);


 


(b)          the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved in a final decision in a court of competent jurisdiction that the Trustee was grossly negligent
in ascertaining the pertinent facts;


 


(c)          the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined
as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;


 


(d)          whether
or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording
protection to, the Trustee shall be subject to the provisions of this Section;


 


(e)          the
Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters
relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with
respect to the Notes;


 


(f)          if
any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent
to the Trustee, the Trustee may conclusively and without liability rely on its failure to receive such notice as reason to act
as if no such event occurred;


 


(g)          [RESERVED]


 


(h)          in
the event that the Trustee is also acting as Note Registrar, Paying Agent, Conversion Agent or Transfer Agent hereunder, the rights,
immunities, privileges, disclaimers from liability and protections (including the right to compensation and indemnity) afforded
to the Trustee pursuant to this Article 7 shall also be afforded to such Note Registrar, Paying Agent, Conversion Agent or Transfer
Agent;


 


(i)           the
Trustee shall have no duty to inquire, no duty to determine and no duty to monitor as to the performance of the Company’s
covenants in this Indenture or the financial performance of the Company; the Trustee shall be entitled to assume, until it has
received written notice in accordance with this Indenture, that the Company is properly performing its duties hereunder;


 




    	 	45	 



     


    

 


(j)           the
Trustee shall be under no obligation to enforce any of the provisions of this Indenture unless it is instructed by Holders of at
least 25% of the aggregate principal amount of outstanding Notes and is provided with security and/or indemnity and/or pre-funding
satisfactory to it;


 


(k)          the
Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee indemnity and/or security and/or pre-funding satisfactory to
it against any costs, expenses and liabilities that might be incurred by it in compliance with such requests or direction.


 


(l)           before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel prepared and delivered
at the cost of the Company conforming to Section 17.06 and the Trustee and the Agents may rely conclusively on such certificate
or opinion and will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel;


 


(m)         in
connection with the exercise by it of its trusts, powers, authorities or discretions (including, without limitation, any modification,
waiver, authorization or determination), the Trustee shall have regard to the general interests of the Holders as a class but shall
not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and in particular,
but without limitation, shall not have regard to the consequences of the exercise of its trusts, powers, authorities or discretions
for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise
connected with, or subject to the jurisdiction of, any country, state or territory; and


 


(n)          the
Trustee is not obliged to do or omit to do anything which in its reasonable opinion, would or may be illegal or would constitute
a breach of any fiduciary duty or duty of confidentiality, or any law, rule, regulation, or any decree, order or judgment of any
court, or practice, request, direction, notice, announcement or similar action (whether or not having the force of law) of any
relevant government, government agency, regulatory authority, stock exchange or self-regulatory organization to which the Trustee
is subject. The Trustee may without liability to do anything which is, in its reasonable opinion, necessary to comply with any
such law, directive or regulations.


 


None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance
of any of its duties or in the exercise of any of its rights or powers.


 


Section
7.02         Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 7.01:


 


(a)          the
Trustee may conclusively and without liability rely and shall be fully protected in acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, Note, coupon or other paper or document (whether in its original
or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;


 




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(b)          any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


(c)          the
Trustee may consult with counsel and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;


 


(d)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason
of such inquiry or investigation;


 


(e)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,
delegates, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part
of any agent, delegate, representative, custodian, nominee or attorney appointed by it with due care hereunder;


 


(f)           the
permissive rights of the Trustee enumerated herein shall not be construed as duties;


 


(g)          under
no circumstances and notwithstanding any contrary provision included herein, neither the Trustee, the Paying Agent, the Conversion
Agent nor the Note Registrar shall be responsible or liable for special, indirect, punitive, or consequential damages or loss of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether any of them have been advised of the
likelihood of such loss or damage and regardless of the form of action; this provision shall remain in full force and effect notwithstanding
the discharge of the Notes, the termination of this Indenture or the resignation, replacement or removal of the Trustee, the Paying
Agent, the Conversion Agent and the Note Registrar;


 


(h)          the
Trustee, the Paying Agent, the Conversion Agent and the Note Registrar may refrain from taking any action in any jurisdiction if
the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary
to any law of that jurisdiction or, to the extent applicable, of New York; furthermore, the Trustee may also refrain from taking
such action if it would otherwise render it liable to any person in that jurisdiction or New York or if, in its opinion based on
such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in
that jurisdiction or in New York or if it is determined by any court or other competent authority in that jurisdiction that it
does not have such power;


 




    	 	47	 



     


    

 


(i)           the
Company understands that The Bank of New York Mellon Corporation is a global financial organization that operates in and provides
services and products to clients through its affiliates, branches, representative offices and/or subsidiaries located in multiple
jurisdictions (collectively, the “BNY Mellon Group” and each a “BNY Mellon Entity”). The
BNY Mellon Group may: (i) use and/or centralize in one or more BNY Mellon Entity in connection with its performance of the functions,
duties and services provided and any other obligations under this Indenture and/or the Notes and in certain other activities (the
“Centralized Functions”), including, without limitation, audit, accounting, tax, administration, risk management,
credit, legal, compliance, operation, sales and marketing, product communication, relationship management, information technology,
records and data storage, performance measurement, data aggregation and the compilation and analysis of information and data regarding
the Company (which, for purposes of this sub-Section 7.02(i), includes the name and business contact information for the employees
and representatives of the Company and any personal data) and the accounts established pursuant to the transactions contemplated
in this Indenture and/or the Notes (“Client Information”); and (ii) use third party service providers to store,
maintain and process Client Information (“Outsourced Functions”). Notwithstanding anything to the contrary contained
elsewhere in this Indenture and/or the Notes and solely in connection with the Centralized Functions and/or Outsourced Functions,
the Company consents to the: (i) collection, use and storage of, and authorizes the BNY Mellon Group to collect, use and store,
Client Information within and outside of any jurisdiction, including without limitation Australia, the European Economic Area,
Hong Kong, the PRC, Japan, Singapore, India, the British Virgin Islands and the United States of America; and (ii) disclosure of,
and authorizes the BNY Mellon Group to disclose, Client Information to: (A) any other BNY Mellon Entity (and their respective officers,
directors and employees); and (B) third-party service providers (but solely in connection with Outsourced Functions) who are required
to maintain the confidentiality of Client Information. In addition, the BNY Mellon Group may aggregate Client Information with
other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided
that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Client Information with the Company
specifically. The Company represents to the BNY Mellon Group that it is authorized to consent to the foregoing and that the disclosure
of Client Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data
protection legislation. The Company also consents to the disclosure of Client Information to governmental, tax, regulatory, law
enforcement and other authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law, rule,
or guideline (including any tax and swap trade data reporting regulations);


 


(j)           the
Trustee shall not be required to give any bond or surety
in respect of the performance of its powers and duties hereunder;


 


(k)          the
Trustee may request that the Company deliver Officers' Certificates setting
forth the names of individuals and their titles and specimen signatures of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officers'
Certificates may be signed by any Person authorized to sign an Officers' Certificate,
as the case may be, including any Person specified as so authorized in any such certificate previously delivered and
not superseded;


 




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(l)           the
Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it
reasonably believes to be authorized or within its rights or
powers;


 


(m)         the
Trustee shall not be responsible or liable for any action taken
or omitted by it in good faith at
the direction, in accordance with Section 6.09, of the
Holders of not less than a majority in aggregate principal
amount of the Notes at the time outstanding determined
in accordance with Section 8.04 as to the time, method
and place of conducting any proceeding for any remedy available to the Trustee or
the exercising of any power conferred by this Indenture; and


 


(n)          the
Trustee shall not be responsible or any inaccuracy in the information obtained from the Company or for any inaccuracy or omission
in the records which may result from such information or any failure by the Trustee to perform its duties as set forth herein as
a result of any inaccuracy or incompleteness of such information; and


 


(o)          neither
the Trustee nor any agent thereof shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


Section
7.03         No Responsibility for Recitals, Etc.  The recitals,
statements, warranties and representations contained herein and in the Notes (except in the Trustee’s certificate of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the accuracy or correctness of the same or for any failure by the Company or any other
party to disclose events that may have occurred and may affect the significance or accuracy of such information, or the execution,
legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Indenture or of
the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any
Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture. Notwithstanding the generality
of the foregoing, each Holder shall be solely responsible for making its own independent appraisal of, and investigation into,
the financial condition, creditworthiness, condition, affairs, status and nature of the Company, and the Trustee shall not at
any time have any responsibility for the same and each Holder shall not rely on the Trustee in respect thereof.


 


Section
7.04         Trustee, Paying Agents, Conversion Agents or Note Registrar
May Own Notes. The Trustee, any Paying Agent, any Conversion Agent or Note Registrar, in its individual or any other capacity,
may engage in business and contractual relationships with the Company or its Affiliates and may become the owner or pledgee of
Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent or Note Registrar, and nothing
herein shall obligate any of them to account for any profits earned from any business or transactional relationship.


 




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Section
7.05         Monies to Be Held in Trust. All monies received by the
Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money
held by the Trustee in trust or by the Paying Agent hereunder need not be segregated from other funds except to the extent required
by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any money received by it hereunder.


 


Section
7.06         Compensation and Expenses of Trustee. (a) The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, compensation for all services
rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of
a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company (which sum shall be paid free
and clear of deduction and withholding on account of taxation, set-off and counterclaim), and the Company will pay or reimburse
the Trustee upon its request for all properly incurred expenses, disbursements and advances properly incurred or made by the Trustee
in accordance with any of the provisions of this Indenture in any capacity thereunder (including the compensation and the properly
incurred expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such
expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct as proven in a final
decision in a court of competent jurisdiction. The Company also covenants to indemnify the Trustee (which for the purposes of
this Section 7.06 shall be deemed to include its officers, directors, agents and employees) in any capacity under this Indenture
(including without limitation as Note Registrar, Transfer Agent, Conversion Agent and Paying Agent) and any other document or
transaction entered into in connection herewith, and to hold it harmless against, any loss, claim, damage, liability or expense
(whether arising from third party claims or claims by or against the Company) incurred without gross negligence or willful misconduct
on the part of the Trustee, its officers, directors, agents or employees, as the case may be, as proven in a final decision of
a court of competent jurisdiction, and arising out of or in connection with the acceptance or administration of this Indenture
or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability in
the process of enforcing this indemnity. The obligations of the Company under this Section 7.06 to compensate or indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which
the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect
of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to
receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of
the Company. The indemnity under this Section 7.06(a) is payable upon demand by the Trustee. The obligation of the Company under
this Section 7.06(a) shall survive the satisfaction and discharge of the Notes, the termination or discharge of this Indenture
and the resignation, replacement or removal or the Trustee. The indemnification provided in this Section 7.06(a) shall extend
to the officers, directors, agents and employees of the Trustee. Subject to Section 7.02(e), any negligence or misconduct of any
agent, delegate, attorney or representative, in each case, of the Trustee, shall not affect indemnification of the Trustee.


 


Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee and its agents incur expenses or render services after an Event of Default
specified in Section 6.01(i) or Section 6.01(j) occurs, the expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy, insolvency or similar laws. If a Default or Event of Default shall have occurred
or if the Trustee finds it expedient or necessary or is requested by the Company and/or the Holders to undertake duties which are
of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Indenture, the Company
will pay such additional remuneration as the Company and the Trustee may separately agree in writing.


 




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(b)          The
Paying Agent, the Conversion Agent and the Note Registrar shall be entitled to the compensation to be agreed upon in writing with
the Company for all services rendered by it under this Indenture, and the Company agrees promptly to pay such compensation and
to reimburse the Paying Agent, the Conversion Agent and the Note Registrar for its out-of-pocket expenses (including fees and expenses
of counsel) properly incurred by it in connection with the services rendered by it under this Indenture. The Company hereby agrees
to indemnify the Paying Agent, the Conversion Agent and the Note Registrar and their respective officers, directors, agents and
employees and any successors thereto for, and to hold it harmless against, any loss, liability or expense (including fees and expenses
of counsel) properly incurred without gross negligence or willful misconduct on its part arising out of or in connection with its
acting as the Paying Agent, the Conversion Agent and the Note Registrar hereunder. The obligations of the Company under this paragraph
(b) shall survive the payment of the Notes, the termination or discharge of the Indenture and the resignation, replacement or removal
of the Paying Agent, the Conversion Agent and the Note Registrar.


 


Section
7.07         Officers’ Certificate as Evidence. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary
or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Trustee, and such Officers’ Certificate shall be full warrant to the Trustee for any action
taken or omitted by it under the provisions of this Indenture upon the faith thereof.


 


Section
7.08         Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least US$50,000,000. If such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section
7.09         Resignation or Removal of Trustee. (a) The Trustee may
at any time resign by giving 60 days written notice of such resignation to the Company and by mailing notice thereof to the Holders
at their addresses as they shall appear on the Note Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation to the Holders,
the resigning Trustee may appoint a successor trustee on behalf of and at the expense of the Company or it may at the expense
of the Company petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has
been a bona fide holder of a Note or Notes for at least six months may, subject to the provisions of Section 6.11, on behalf of
himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 




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(b)          In
case at any time any of the following shall occur:


 


(i)           the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after written request
therefor by the Company or by any such Holder, or


 


(ii)          the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,


 


then, in either case, the Company may by a Board Resolution
remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months may, on behalf
of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.


 


(c)          The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section
8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless
within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed
or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent
jurisdiction for an appointment of a successor trustee.


 


(d)          Any
resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section
7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.


 


Section
7.10         Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 7.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due to it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute
any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate
on all money or property held or collected by such trustee as such, except for funds held in trust for the benefit of Holders
of particular Notes, to secure any amounts then due to it pursuant to the provisions of Section 7.06.


 




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No successor trustee shall accept appointment
as provided in this Section 7.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions
of Section 7.08.


 


Upon acceptance of appointment by a successor
trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense
of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to the Holders at their addresses
as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.


 


Section
7.11         Succession by Merger, Etc. Any corporation or other entity
into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other entity succeeding
to all or substantially all of the corporate trust business of the Trustee (including the administration of this Indenture), shall
be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of
the parties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all
of the corporate trust business of the Trustee such corporation or other entity shall be eligible under the provisions of Section
7.08.


 


In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in
all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that
the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication
of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its successor or
successors by merger, conversion or consolidation.


 




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Section
7.12         Trustee’s Application for Instructions from the Company.
Any application by the Trustee for written instructions from the Company (other than with regard to any action proposed to
be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may,
at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture
and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable
for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the
date specified in such application (which date shall not be less than three Business Days after the date any officer that the
Company has indicated to the Trustee should receive such application actually receives such application, unless any such officer
shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective date in the case
of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response to such application
specifying the action to be taken or omitted.


 


ARTICLE
8

CONCERNING THE HOLDERS


 


Section
8.01         Action by Holders. Whenever in this Indenture it is provided
that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the
time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b)
by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions
of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever
the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may fix,
but shall not be required to, in advance of such solicitation, a date as the record date for determining Holders entitled to take
such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation
of such action.


 


Section 8.02         Proof
of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution
of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved
by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the
manner provided in Section 9.06.


 


Section 8.03         Who
Are Deemed Absolute Owners. The Company, the Trustee, any Paying Agent, any Conversion Agent and any Note Registrar may deem
the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such
Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by
any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal
of and (subject to Section 2.03) accrued and unpaid interest on such Note, for the purpose of conversion of such Note and for
all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar
shall be affected by any notice to the contrary. All such payments or deliveries so made to any Holder for the time being, or
upon its order, shall be valid, and, to the extent of the sums or ADSs so paid or delivered, effectual to satisfy and discharge
the liability for monies payable or ADSs deliverable upon any such Note. 


 




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Notwithstanding anything to the contrary in this Indenture
or the Notes following an Event of Default, any Holder of a beneficial interest in a Global Note may directly enforce against
the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person,
such Holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions
of this Indenture.


 


Section
8.04         Company-Owned Notes Disregarded. In determining whether
the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action
under this Indenture, Notes that are owned by the Company, by any Subsidiary or Consolidated Affiliated Entity thereof or by any
Affiliate of the Company or any Subsidiary or Consolidated Affiliated Entity thereof shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, consent, waiver or other action only Notes in respect of which a Responsible
Officer is notified in writing shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as
outstanding for the purposes of this Section 8.04 if the pledgee shall establish its right to so act with respect to such Notes
and that the pledgee is not the Company, a Subsidiary or Consolidated Affiliated Entity thereof or an Affiliate of the Company
or a Subsidiary or Consolidated Affiliated Entity thereof. Within five days of acquisition of the Notes by any of the above described
persons or entities or at the request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate
listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above
described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any
such determination.


 


Section
8.05         Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders
of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action, any
Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have consented to such action
may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section
8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall
be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange
or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made
upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.


 




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ARTICLE
9

HOLDERS’ MEETINGS


 


Section
9.01         Purpose of Meetings. A meeting of Holders may be called
at any time and from time to time pursuant to the provisions of this Article 9 for any of the following purposes:



 


(a)          to
give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to
consent to the waiving of any Default or Event of Default hereunder and its consequences, or to take any other action authorized
to be taken by Holders pursuant to any of the provisions of Article 6;


 


(b)          to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;


 


(c)          to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or


 


(d)          to
take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the
Notes under any other provision of this Indenture or under applicable law.


 


Section
9.02         Call of Meetings by Trustee. The Trustee may (in its sole
discretion and without obligation) at any time call a meeting of Holders to take any action specified in Section 9.01, to be held
at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any
record date pursuant to Section 8.01, shall be mailed to Holders of such Notes at their addresses as they shall appear on the
Note Register. Such notice shall also be mailed to the Company. Such notices shall be mailed not less than 20 nor more than 90
days prior to the date fixed for the meeting.


 


Any meeting of Holders shall be valid without
notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the
meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.


 


Section
9.03         Call of Meetings by Company or Holders. In case at any
time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes
then outstanding, shall have requested the Company to call a meeting of Holders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Company shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Trustee or such Holders may determine the time and the place for such meeting
and may call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02.


 


Section
9.04         Qualifications for Voting. To be entitled to vote at any
meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to such meeting or (b) be
a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such
meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


 


Section
9.05         Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to
proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of
votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.


 




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The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided
in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint
a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of
a majority in principal amount of the Notes represented at the meeting and entitled to vote at the meeting.


 


Subject to the provisions of Section 8.04,
at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each US$1,000 principal amount of Notes
held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect
of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it
as the proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of Section 9.02
or Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented
at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.


 


Minutes shall be made of all resolutions
and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting
of Holders of the Notes, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which
minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings
transacted at it to have been duly passed and transacted.


 


Section
9.06         Voting. The vote upon any resolution submitted to any
meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or of their representatives
by proxy and the outstanding principal amount of the Notes held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting.
A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 9.02. The record shall show the principal amount of the Notes voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting
and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.


 


Any record so signed and verified shall
be conclusive evidence of the matters therein stated.


 




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Section
9.07         No Delay of Rights by Meeting. Nothing contained in this
Article 9 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly
or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon
or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Notes.


 


ARTICLE
10

SUPPLEMENTAL INDENTURES


 


Section
10.01         Supplemental Indentures Without Consent of Holders. The
Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction,
may from time to time and at any time amend or supplement this Indenture or the Notes for one or more of the following purposes:


 


(a)          to
cure any ambiguity, omission, defect or inconsistency;


 


(b)          to
provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant
to Article 11;


 


(c)          to
add guarantees with respect to the Notes;


 


(d)          to
secure the Notes;


 


(e)          to
add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred
upon the Company;


 


(f)           upon
the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference
Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a),
in each case, in accordance with Section 14.07;


 


(g)          to
make any change that does not adversely affect the rights of any Holder;


 


(h)          comply
with the rules of the Depositary; or


 


(i)           to
conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum.


 


Upon the written request of the Company,
the Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplement to this Indenture
or the Notes, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise. The Trustee shall seek an Officers’ Certificate and an Opinion of
Counsel, at the Company’s expense, that any such amendment or supplement to this Indenture or the Notes is authorized and
permitted by the terms of this Indenture and not contrary to law.


 




    	 	58	 



     


    

 


Any amendment or supplement to this Indenture
or the Notes authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent
of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.


 


Section
10.02       Supplemental Indentures with Consent of Holders. With the consent
(evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then
outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a
repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by the resolutions of the Board of Directors,
and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that,
without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:


 


(a)          reduce
the amount of Notes whose Holders must consent to an amendment or waiver;


 


(b)          reduce
the rate of or extend the stated time for payment of interest on any Note;


 


(c)          reduce
the principal of or extend the Maturity Date of any Note;


 


(d)          make
any change that adversely affects the conversion rights of any Notes;


 


(e)          reduce
the Repurchase Price payable on the Repurchase Date, the Fundamental Change Repurchase Price or the Redemption Price of any Note
or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an
amendment or waiver of provisions in the covenants, definitions or otherwise;


 


(f)           make
any Note payable in a currency other than U.S. dollars;


 


(g)          change
the ranking of the Notes;


 


(h)          impair
the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after the due dates therefor
or to institute suit for the enforcement of any payment on or with respect to such Holder’s Note;


 


(i)           change
the Company’s obligation to pay Additional Amounts on any Note; or


 


(j)           make
any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section
6.09.


 




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Upon the written request of the Company,
and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.05, the Trustee
shall join with the Company in the execution of such supplemental indenture unless (i) the Trustee has not received an Officers’
Certificate and an Opinion of Counsel that such supplemental indenture is authorized and permitted by the terms of this Indenture
and not contrary to law or (ii) such supplemental indenture affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


Holders do not need under this Section 10.02
to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance
thereof. After any supplemental indenture becomes effective under Section 10.01 or Section 10.02, the Company shall mail to the
Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or
any defect in the notice, will not impair or affect the validity of the supplemental indenture.


 


Section
10.03       Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article 10, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall
be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section
10.04       Notation on Notes. Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s expense,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or
the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Board of Directors,
to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared
and executed by the Company, authenticated by the Trustee upon receipt of a Company Order and delivered in exchange for the Notes
then outstanding, upon surrender of such Notes then outstanding.


 


Section
10.05       Evidence of Compliance of Supplemental Indenture to Be Furnished
Trustee. In addition to the documents required by Section 17.06, the Trustee shall receive an Officers’ Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements
of this Article 10 and is permitted or authorized by this Indenture and is not contrary to law.


 




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ARTICLE
11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


Section
11.01       Company May Consolidate, Etc. on Certain Terms. Subject
to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease
all or substantially all of the consolidated assets of the Company, its Subsidiaries and its Consolidated Affiliated Entities,
taken as a whole, to another Person, unless:



 


(a)          the
resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation
organized and existing under the laws of the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong and the Successor
Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the
Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07);


 


(b)          if
the Company will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such
transaction, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the execution
and delivery of the supplemental indenture do not conflict with the requirements set forth in the Indenture and that all conditions
precedent to the execution and delivery of such supplemental indenture have been satisfied; and


 


(c)          immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.


 


For purposes of this Section 11.01, the
sale, conveyance, transfer or lease of all or substantially all of the assets of one or more Subsidiaries or Consolidated Affiliated
Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or
Consolidated Affiliated Entities, would constitute all or substantially all of the assets of the Company on a consolidated basis,
shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated assets of the Company
to another Person.


 


Section
11.02       Successor Corporation to Be Substituted. In case of any
such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and accrued and unpaid interest on all of the Notes (including, for the avoidance of doubt, any Additional Amounts),
the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes (including,
for the avoidance of doubt, any Additional Amounts) and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in
the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company,
with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company
instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and
delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation,
merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as
the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in
the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the
case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations
under this Indenture and the Notes.


 




    	 	61	 



     


    

 


In case of any such consolidation, merger,
sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter
to be issued as may be appropriate.


 


Section
11.03       Opinion of Counsel to Be Given to Trustee. No consolidation,
merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officers’ Certificate
and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and
any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture,
complies with the provisions of this Article 11, that all conditions precedent thereto have been satisfied and that the Notes
and such supplemental indenture are the legal, valid and binding obligations of the Successor Company, enforceable against it
in accordance with its terms, subject to customary assumptions, qualifications, and exceptions.


 


ARTICLE
12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section
12.01       Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in
any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present or future, of the Company
or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Notes.


 


ARTICLE
13

INTENTIONALLY OMITTED


 


ARTICLE
14

CONVERSION OF NOTES


 


Section
14.01       Conversion Privilege. Subject to and upon compliance
with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert
all or any portion (if the portion to be converted is US$1,000 principal amount or an integral multiple thereof) of such Note
at any time prior to the close of business on the second Business Day immediately preceding the Maturity Date into ADSs at an
initial conversion rate of 105.1359 ADSs (subject to adjustment as provided in this Article 14, the “Conversion
Rate”) per US$1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion
Obligation”).


 




    	 	62	 



     


    

 


Section
14.02       Conversion Procedure; Settlement Upon Conversion.


 


(a)          Upon
conversion of any Note, the Company shall cause to be delivered to the converting Holder, in respect of each US$1,000 principal
amount of Notes being converted, a number of ADSs equal to the Conversion Rate in effect immediately prior to the close of business
on the relevant Conversion Date, together with a cash payment, if applicable, in lieu of any fractional ADSs (“Fractional
ADSs”) (assuming delivery of the maximum number of ADSs due upon conversion that do not represent a fractional ADS) in
accordance with subsection (j) of this Section 14.02, on the third Business Day immediately following the relevant Conversion Date;
provided that, if a Conversion Date occurs (i) following the Regular Record Date immediately preceding the Maturity Date,
subject to clause (ii) below, the Company shall cause such delivery (and payment, if applicable) to be made on the Maturity Date
or (ii) after the Ordinary Shares have been replaced by the Reference Property consisting solely of cash in accordance with Section
14.07, the Company shall cause the consideration due in respect of the conversion to be paid to the converting Holder on the tenth
Business Day immediately following the related Conversion Date. For the avoidance of doubt, neither the Trustee nor any Agent shall
have any responsibility to deliver ADSs upon conversion of any Note to any person or deal with cash payments in relation to conversions,
except for cash payments in lieu of any fractional ADS.


 


(b)          Subject
to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i)
in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal
to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h), and
complete, manually sign and deliver a duly completed irrevocable notice to the Conversion Agent as set forth in the Form of Notice
of Conversion (or a facsimile thereof) (a “Notice of Conversion”) and (ii) in the case of a Physical Note (1)
complete, manually sign and deliver a duly completed irrevocable Notice of Conversion to the Conversion Agent at the specified
office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names
(with addresses) in which such Holder wishes the certificate or certificates for any ADSs to be delivered upon settlement of the
Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by
appropriate endorsement and transfer documents), at the specified office of the Conversion Agent, (3) if required, furnish appropriate
endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date
to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall
notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion
with respect to any Notes may be delivered and no Notes may be surrendered by a Holder for conversion thereof if such Holder has
also delivered a Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly
withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with Section 15.03. A Notice of Conversion
shall be deposited in duplicate at the office of any Conversion Agent on any Business Day from 9:00 a.m. to 3:00 p.m. at the location
of the Conversion Agent to which such Notice of Conversion is delivered. Any Notice of Conversion and any Physical Note (if issued)
deposited outside the hours specified or on a day that is not a Business Day at the location of the Conversion Agent shall for
all purposes be deemed to have been deposited with that Conversion Agent between 9:00 a.m. and 3:00 p.m. on the next Business Day.


 




    	 	63	 



     


    

 


If more than one Note shall be surrendered
for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis
of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.
None of the Agents of the Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the ADSs
to the converting Holder.


 


(c)          A
Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)
that the Holder has complied with the requirements set forth in subsection (b) above. The Company shall issue or cause to be issued,
and deliver or cause to be delivered to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer
through the Depositary for the full number of ADSs to which such Holder shall be entitled in satisfaction of the Company’s
Conversion Obligation.


 


(d)          In
case any Note shall be surrendered for partial conversion, the Company shall execute and instruct the Trustee who shall authenticate
and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations
in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge
by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax
or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder
of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such
conversion.


 


(e)          If
a Holder submits a Note for conversion, the Company shall pay any documentary, stamp, issue, transfer or similar tax due on the
delivery of the ADSs upon conversion of the Notes (or the issuance of the underlying Ordinary Shares), unless the tax is due because
the Holder requests such ADSs (or such Ordinary Shares) to be issued in a name other than the Holder’s name, in which case
the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the ADSs (or the Ordinary
Shares) being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that
is due by such Holder in accordance with the immediately preceding sentence. The Company shall pay the ADS Depositary’s fees
for issuance of the ADSs.


 


(f)           Except
as provided in Section 14.04, no adjustment shall be made for dividends on any ADSs delivered upon the conversion of any Note as
provided in this Article 14.


 


(g)          Upon
the conversion of an interest in a Global Note, the Trustee shall make a notation on such Global Note as to the reduction in the
principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through
any Conversion Agent other than the Trustee.


 




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(h)          Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular
Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest
payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion
during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest
Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such
payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if
the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the third Business Day immediately
succeeding the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Repurchase Date that
is after a Regular Record Date and on or prior to the third Business Day immediately succeeding the corresponding Interest Payment
Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such
Note. Therefore, for the avoidance of doubt, all Holders of record as of the close of business on the Regular Record Date immediately
preceding the Maturity Date shall receive the full interest payment due on the Maturity Date in cash regardless of whether their
Notes have been converted following such Regular Record Date.


 


(i)           The
Person in whose name the certificate for any ADSs delivered upon conversion is registered shall be treated as a holder of record
of such ADSs as of the close of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer
be a Holder of such Notes surrendered for conversion.


 


(j)           The
Company shall not issue any Fractional ADS upon conversion of the Notes and shall instead pay cash in lieu of any Fractional ADS
deliverable upon conversion based on the Last Reported Sale Price of the ADSs on the relevant Conversion Date (or if such Conversion
Date is not a Trading Day, the immediately preceding Trading Day).


 


(k)          In
accordance with the Unrestricted Deposit Agreement or the Restricted Deposit Agreement, as applicable, the Company shall issue
to the ADS Custodian such Ordinary Shares required for the issuance of the ADSs upon conversion of the Notes, plus written delivery
instructions (if requested by the ADS Depositary or the ADS Custodian) for such ADSs, shall deliver such legal opinions and any
other information or documentation and shall comply with the Unrestricted Deposit Agreement and the Restricted Deposit Agreement
(as the case may be), in each case, as required by the ADS Depositary or the ADS Custodian in connection with each issue of Ordinary
Shares and issuance and delivery of ADSs.


 




    	 	65	 



     


    

 


Section
14.03       Increased Conversion Rate Applicable to Certain Notes Surrendered
in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs prior to the Maturity Date
and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances
described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs (the
“Additional ADSs”), as described below. A conversion of Notes shall be deemed for these purposes to be “in
connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent
from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately
prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been
a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following
the Effective Date of such Make-Whole Fundamental Change). The Company shall provide written notification to Holders and the Trustee
(and the Conversion Agent, if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change and issue a press
release announcing such Effective Date no later than five Business Days after such Effective Date.


 


(b)          Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall cause to be delivered ADSs,
including the Additional ADSs, in accordance with Section 14.02; provided, however, that if, at the effective time
of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following
such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such
Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the ADS Price for the transaction
and shall be deemed to be an amount of cash per US$1,000 principal amount of converted Notes equal to the Conversion Rate (including
any adjustment for Additional ADSs), multiplied by such ADS Price.


 


(c)          The
number of Additional ADSs, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”)
and the price (the “ADS Price”) paid (or deemed to be paid) per ADS in the Make-Whole Fundamental Change. If
the holders of the ADSs receive in exchange for their ADSs only cash in a Make-Whole Fundamental Change described in clause (b)
of the definition of Fundamental Change, the ADS Price shall be the cash amount paid per ADS. Otherwise, the ADS Price shall be
the average of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading
Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.


 


(d)          The
ADS Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of
the Notes is otherwise adjusted. The adjusted ADS Prices shall equal the ADS Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise
to the ADS Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional ADSs set
forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section
14.04.


 




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(e)          The
following table sets forth the number of Additional ADSs to be received per US$1,000 principal amount of Notes pursuant to this
Section 14.03 for each ADS Price and Effective Date set forth below:


 


	 	 	ADS Price	 
	Effective Date	 	$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	 



 


The exact ADS Prices and Effective Dates
may not be set forth in the table above, in which case:


 


(i)           if
the ADS Price is between two ADS Prices in the table above or the Effective Date is between two Effective Dates in the table, the
number of Additional ADSs shall 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;


 


(ii)          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 pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate; and


 


(iii)         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 pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall the Conversion
Rate per US$1,000 principal amount of Notes exceed 134.0482 ADSs, subject to adjustment in the same manner as the Conversion Rate
pursuant to Section 14.04.


 


(f)           Nothing
in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04.


 


(g)          If
the Holder elects to convert its Notes in connection with the Company’s election to redeem the Notes in respect of a Change
in Tax Law pursuant to Section 16.01, the Conversion Rate shall be increased by a number of additional ADSs determined pursuant
to this Section 14.03(g). The Company shall settle conversions of Notes as described in Section 14.02 and, for the avoidance of
doubt, pay Additional Amounts, if any, with respect to any such conversion.


 




    	 	67	 



     


    

 


A conversion shall be deemed to be in connection
with the Company’s election to redeem the Notes in respect of a Change in Tax Law if such conversion occurs during the period
from, and including, the date the Company provides the related notice of redemption to Holders until the close of business on the
Business Day immediately preceding the Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on
which the Company pays the Redemption Price).


 


Simultaneously with providing such notice
of redemption, the Company shall publish a notice containing this information in a newspaper of general circulation in The City
of New York or publish the information on the Company’s website or through such other public medium as the Company may use
at that time.


 


The number of additional ADSs by which the
Conversion Rate will be increased in the event the Company elects to redeem the Notes in respect of a Change in Tax Law will be
determined by reference to the table in clause (e) above based on the Redemption Reference Date and the Redemption Reference Price
(each as defined below), but determined for purposes of this Section 14.03(g) as if (x) the Holder had elected to convert its Notes
in connection with a Make-Whole Fundamental Change, (y) the applicable “Redemption Reference Date” were the “Effective
Date” as specified in clause (c) above and (z) the applicable “Redemption Reference Price” were the “ADS
price” as specified in clause (c) above (and subject, for the avoidance of doubt, to the two paragraphs immediately following
such table). For this purpose, the date on which the Company delivers notice of redemption is the “Redemption Reference
Date” and the average of the Last Reported Sale Prices of the ADSs over the five Trading Day period immediately preceding
the date the Company delivers such notice of redemption is the “Redemption Reference Price.”


 


Section
14.04       Adjustment of Conversion Rate. If the number of Ordinary
Shares represented by the ADSs is changed, after the date of this Indenture, for any reason other than one or more of the events
described in this Section 14.04, the Company shall make an appropriate adjustment to the Conversion Rate such that the number
of Ordinary Shares represented by the ADSs upon which conversion of the Notes is based remains the same.


 


Notwithstanding the adjustment provisions
described in this Section 14.04, if the Company distributes to holders of the Ordinary Shares any cash, rights, options, warrants,
shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of the Company (but excluding
Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in
addition to Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences
of indebtedness or other assets or property of the Company, then an adjustment to the Conversion Rate described in this Section
14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment
to the Conversion Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the
holders of the Ordinary Shares. However, in the event that the Company issues or distributes to all holders of the Ordinary Shares
any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust the Conversion Rate pursuant
to Section 14.04(b) (in the case of Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 45 calendar
days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or Section 14.04(c) (in
the case of all other Expiring Rights).


 




    	 	68	 



     


    

 


For the avoidance of doubt, if any event
described in this Section 14.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such a change
shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Conversion Rate on account of
such an event to the extent such change reflects what a corresponding change to the Conversion Rate would have been on account
of such event.


 


The Conversion Rate shall be adjusted from
time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the
Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a
tender or exchange offer), at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the
Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number
of ADSs equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such
Holder. Neither the Trustee nor the Conversion Agent shall have any responsibility to monitor the accuracy of any calculation of
any adjustment to the Conversion Rate and the same shall be conclusive and binding on the Holders, absent manifest error. Notice
of such adjustment to the Conversion Rate shall be given by the Company promptly to the Holders, the Trustee and the Paying Agent
and Conversion Agent and shall be conclusive and binding on the Holders, absent manifest error.


 


(a)          If
the Company exclusively issues Ordinary Shares as a dividend or distribution on the Ordinary Shares, or if the Company effects
a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such effective date, as applicable;
	 	 	 
	OS0	=	the number of Ordinary Shares outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such effective date, as applicable; and
	 	 	 
	OS1	=	the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination.


 




    	 	69	 



     


    

 


Any adjustment made under this Section 14.04(a) shall become
effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the
open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution
of the type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted,
effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared.


 


(b)          If
the Company issues to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs) any rights, options
or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe
for or purchase Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than the average of
the Last Reported Sale Prices of the Ordinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs,
the number of Ordinary Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on
the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such issuance;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;
	 	 	 
	OS0	=	the number of Ordinary Shares outstanding immediately prior to the close of business on such Record Date;
	 	 	 
	X	=	the total number of Ordinary Shares (directly or in the form of ADSs) deliverable pursuant to such rights, options or warrants; and
	 	 	 
	Y	=	the number of Ordinary Shares equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the quotient of (a) the average of the Last Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants divided by (b) the number of Ordinary Shares then represented by one ADS.


 




    	 	70	 



     


    

 


Any increase made under this Section 14.04(b) shall be made
successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of
business on the Record Date for the ADSs for such issuance. To the extent that Ordinary Shares or ADSs are not delivered after
the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then
be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery
of only the number of Ordinary Shares actually delivered (directly or in the form of ADSs). If such rights, options or warrants
are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such the Record
Date for the ADSs for such issuance had not occurred.


 


For purposes of this Section 14.04(b), in
determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Ordinary Shares (directly
or in the form of ADSs) at a price per Ordinary Share that is less than such average of the Last Reported Sale Prices of the Ordinary
Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Ordinary Shares then represented by
one ADS), for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of
announcement for such issuance, and in determining the aggregate offering price of such Ordinary Shares or ADSs, there shall be
taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise
or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.


 


(c)          If
the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or
rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Ordinary
Shares (directly or in the form of ADSs), excluding (i) dividends, distributions or issuances as to which an adjustment was effected
pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment
was effected pursuant to Section 14.04(d), and (iii) Spin-Offs as to which the provisions set forth below in this Section 14.04(c)
shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants
to acquire Capital Stock or other securities of the Company, the “Distributed Property”), then the Conversion
Rate shall be increased based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;
	 	 	 
	SP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 
	FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding Ordinary Share (directly or in the form of ADSs) on the Record Date for the ADSs for such distribution.





    	 	71	 



     


    

 


Any increase made under the foregoing portion of this Section
14.04(c) above shall become effective immediately after the close of business on the Record Date for the ADSs for such distribution.
If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in
effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal
to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall
receive, in respect of each US$1,000 principal amount thereof, at the same time and upon the same terms as holders of the ADSs
receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned
a number of ADSs equal to the Conversion Rate in effect on the Record Date for the ADSs for the distribution.


 


With respect to an adjustment pursuant to
this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Ordinary Shares (directly or in
the form of ADSs) of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary
or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities
exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the last Trading Day of the Valuation Period;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on the last Trading Day of the Valuation Period;
	 	 	 
	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Ordinary Shares (directly or in the form of ADSs) applicable to one Ordinary Share (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to the ADSs were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the Valuation Period.


 




    	 	72	 



     


    

 


The adjustment to the Conversion Rate under the preceding paragraph
shall occur immediately after the close of business on the last Trading Day of the Valuation Period; provided that in respect
of any conversion during the Valuation Period, references in the portion of this Section 14.04(c) related to Spin-Offs to 10 Trading
Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend
Date of such Spin-Off to, and including, the Conversion Date in determining the Conversion Rate.


 


For purposes of this Section 14.04(c) (and
subject in all respect to Section 14.11), rights, options or warrants distributed by the Company to all holders of the Ordinary
Shares (directly or in the form of ADSs) entitling them to subscribe for or purchase shares of the Company’s Capital Stock,
including Ordinary Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence
of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares
(directly or in the form of ADSs); (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Ordinary
Shares (directly or in the form of ADSs), shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and
no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger
Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including
any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the
occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness
or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and
Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants
shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event
of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described
in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount
for which an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options
or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption
or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the
Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the
case may be, as though it were a cash distribution, equal to the per Ordinary Share redemption or purchase price received by a
holder or holders of Ordinary Shares (directly or in the form of ADSs) with respect to such rights, options or warrants (assuming
such holder had retained such rights, options or warrants), made to all holders of Ordinary Shares (directly or in the form of
ADSs) as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired
or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options
and warrants had not been issued.


 







    	 	73	 



     


    

 


For purposes of Section 14.04(a), Section
14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c) is applicable also includes
one or both of:


  


(A)         a
dividend or distribution of Ordinary Shares (directly or in the form of ADSs) to which Section 14.04(a) is applicable (the “Clause
A Distribution”); or


 


(B)          a
dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”),


 


then (1) such dividend or distribution, other than the Clause
A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is
applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c)
with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall
be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section
14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Record Date” of
the Clause A Distribution and the Clause B Distribution shall be deemed to be the Record Date of the Clause C Distribution and
(II) any Ordinary Shares (directly or in the form of ADSs) included in the Clause A Distribution or Clause B Distribution shall
be deemed not to be “outstanding immediately prior to the close of business on such Record Date or immediately after the
open of business on such effective date, as applicable” within the meaning of Section 14.04(a) or “outstanding immediately
prior to the close of business on such Record Date” within the meaning of Section 14.04(b).


 


(d)          If
any cash dividend or distribution is made to all or substantially all holders of the Ordinary Shares (directly or in the form of
ADSs), the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such dividend or distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;
	 	 	 
	SP0	=	the Last Reported Sale Price of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
	 	 	 
	C	=	the amount in cash per Ordinary Share the Company distributes to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs).


 




    	 	74	 



     


    

 


Any increase pursuant to this Section 14.04(d) shall become
effective immediately after the close of business on the Record Date for the ADSs for such dividend or distribution. If such dividend
or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines
not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0”
(as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each US$1,000 principal amount
of Notes, at the same time and upon the same terms as holders of the ADSs, the amount of cash that such Holder would have received
if such Holder owned a number of ADSs equal to the Conversion Rate on the Record Date for the ADSs for such cash dividend or distribution.


 


(e)          If
the Company or any of its Subsidiaries or Consolidated Affiliated Entities makes a payment in respect of a tender or exchange offer
for the Ordinary Shares (directly or in the form of ADSs), to the extent that the cash and value of any other consideration included
in the payment per Ordinary Share exceeds the average of the Last Reported Sale Prices of the ADSs (divided by the number
of Ordinary Shares then represented by one ADS) over the 10 consecutive Trading Day period commencing on, and including, the Trading
Day next succeeding the date such tender or exchange offer expires, the Conversion Rate shall be increased based on the following
formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for Ordinary Shares or ADSs, as the case may be, purchased in such tender or exchange offer;
	 	 	 
	OS0	=	the number of Ordinary Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer);
	 	 	 
	OS1	=	the number of Ordinary Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP1	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.


 




    	 	75	 



     


    

 


The adjustment to the Conversion Rate under this Section 14.04(e)
shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding
the date such tender or exchange offer expires; provided that in respect of any conversion within the 10 Trading Days immediately
following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references in this
Section 14.04(e) with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed
from, and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and including, the
Conversion Date in determining the Conversion Rate. For the avoidance of doubt, no adjustment to the Conversion Rate under this
Section 14.04(e) shall be made if such adjustment would result in a decrease in the Conversion Rate.


 


(f)           [RESERVED]


 


(g)          Except
as stated herein, the Company shall not adjust the Conversion Rate for the issuance of Ordinary Shares or ADSs or any securities
convertible into or exchangeable for Ordinary Shares or ADSs or the right to purchase Ordinary Shares or ADSs or such convertible
or exchangeable securities.


 


(h)          In
addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted
by applicable law and subject to the applicable rules of the New York Stock Exchange and any other securities exchange on which
any of the Company’s securities are then listed, the Company from time to time may increase the Conversion Rate by any amount
for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s
best interest, and the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to
holders of the Ordinary Shares or the ADSs or rights to purchase Ordinary Shares or ADSs in connection with a dividend or distribution
of Ordinary Shares or ADSs (or rights to acquire Ordinary Shares or ADSs) or similar event.


 


(i)           Notwithstanding
anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted:


 


(i)           upon
the issuance of any Ordinary Shares or ADSs pursuant to any present or future plan providing for the reinvestment of dividends
or interest payable on the Company’s securities and the investment of additional optional amounts in Ordinary Shares or ADSs
under any plan;


 


(ii)          upon
the issuance of any Ordinary Shares or ADSs or options or rights to purchase those Ordinary Shares or ADSs pursuant to any present
or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries
or Consolidated Affiliated Entities;


 




    	 	76	 



     


    

 


(iii)         upon
the issuance of any Ordinary Shares or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible
security not described in clause (ii) of this subsection and outstanding as of the date the Notes were first issued;


 


(iv)         solely
for a change in the par value of the Ordinary Shares; or


 


(v)          for
accrued and unpaid interest, if any.


 


(j)           All
calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten
thousandth (1/10,000) of an ADS.


 


(k)          Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received
such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and
may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery
of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate
to each Holder at its last address appearing on the Note Register of this Indenture. Failure to deliver such notice shall not affect
the legality or validity of any such adjustment.


 


(l)           For
purposes of this Section 14.04, the number of Ordinary Shares at any time outstanding shall not include Ordinary Shares held in
the treasury of the Company (directly or in the form of ADSs) so long as the Company does not pay any dividend or make any distribution
on Ordinary Shares held in the treasury of the Company (directly or in the form of ADSs), but shall include Ordinary Shares issuable
in respect of scrip certificates issued in lieu of fractions of Ordinary Shares.


 


(m)         For
purposes of this Section 14.04, the “effective date” means the first date on which the ADSs trade on the applicable
exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.


 


Section
14.05       Adjustments of Prices. Whenever any provision of this Indenture requires
the Company to calculate the Last Reported Sale Prices, the ADS Price for purposes of a Make-Whole Fundamental Change or the Redemption
Reference Price for purposes of a redemption of the Notes in connection with a Change in Tax Law over a span of multiple days,
the Board of Directors shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes
effective pursuant to Section 14.04, or any event requiring an adjustment to the Conversion Rate pursuant to Section 14.04 where
the Record Date, effective date or expiration date, as the case may be, of the event occurs, at any time during the period when
such Last Reported Sale Prices or ADS Prices are to be calculated.


 


Section
14.06       Ordinary Shares to Be Fully Paid. The Company shall provide, free
from preemptive rights, out of its authorized but unissued Ordinary Shares or Ordinary Shares held in treasury, a sufficient number
of Ordinary Shares that corresponds to the number of ADSs due upon conversion of the Notes from time to time as such Notes are
presented for conversion (assuming that at the time of computation of such number of Ordinary Shares, all such Notes would be
converted by a single Holder).


 




    	 	77	 



     


    

 


Section
14.07       Effect of Recapitalizations, Reclassifications and Changes of the Ordinary
Shares.


 


(a)          In
the case of:


 


(i)          any
recapitalization, reclassification or change of the Ordinary Shares (other than changes resulting from a subdivision or combination),


 


(ii)         any
consolidation, merger, combination or similar transaction involving the Company,


 


(iii)        any
sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries and
Consolidated Affiliated Entities substantially as an entirety or


 


(iv)        any
statutory share exchange,


 


in each case, as a result of which the Ordinary Shares would
be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof)
(any such event, a “Merger Event”), then, prior to or at the effective time of such Merger Event, the Company
or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under
Section 10.01(f) providing that, at and after the effective time of such Merger Event, the right to convert each US$1,000 principal
amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock,
other securities or other property or assets (including cash or any combination thereof) that a holder of a number of ADSs equal
to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference
Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property
that a holder of one ADS is entitled to receive) upon such Merger Event; provided, however, that at and after the
effective time of the Merger Event the number of ADSs otherwise deliverable upon conversion of the Notes in accordance with Section
14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have
been entitled to receive in such Merger Event.


 


If the Merger Event causes the Ordinary
Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based
in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed
to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs and (ii) the
unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in
clause (i) attributable to one ADS. The Company shall provide written notice to Holders, the Trustee and the Conversion Agent (if
other than the Trustee) of such weighted average as soon as practicable after such determination is made.


 




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Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is practicable to the adjustments provided for in this Article 14 (it being understood that no such adjustments shall be required
with respect to any portion of the Reference Property that does not consist of shares of Common Equity (however evidenced) or depositary
receipts in respect thereof). If, in the case of any Merger Event, the Reference Property includes shares of stock, securities
or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or
purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such supplemental indenture,
and such supplemental indenture shall contain such additional provisions to protect the interests of the Holders of the Notes,
including the right of Holders to require the Company to repurchase their Notes upon a Fundamental Change pursuant to Section 15.02
and the right of Holders to require the Company to repurchase their Notes on the Repurchase Date pursuant to Section 15.01, as
the Board of Directors shall reasonably consider necessary by reason of the foregoing.


 


(b)          [RESERVED]


 


(c)          The
Company shall not become a party to any Merger Event unless its terms are consistent with this Section 14.07. None of the foregoing
provisions shall affect the right of a holder of Notes to convert its Notes into ADSs as set forth in Section 14.01 and Section
14.02 prior to the effective date of such Merger Event.


 


(d)          The
above provisions of this Section shall similarly apply to successive Merger Events.


 


Section
14.08       Certain Covenants. (a) The Company covenants that all ADSs delivered
upon conversion of Notes, and all Ordinary Shares represented by such ADSs, will be fully paid and non-assessable by the Company
and free from all taxes, liens and charges with respect to the issue thereof.


 


(b)          The
Company covenants that, if any ADSs to be provided for the purpose of conversion of Notes hereunder, or any Ordinary Shares represented
by such ADSs, require registration with or approval of any governmental authority under any federal or state law before such ADSs
may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission,
secure such registration or approval, as the case may be.


 


(c)          The
Company further covenants that if at any time the ADSs shall be listed on any national securities exchange or automated quotation
system the Company will list and keep listed, so long as the ADSs shall be so listed on such exchange or automated quotation system,
any ADSs deliverable upon conversion of the Notes.


 




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(d)          The
Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion
of the Notes into ADSs and the issuance, and deposit into the ADS facility, of the Ordinary Shares represented by such ADSs. The
Company also undertakes to maintain, as long as any Notes are outstanding, the effectiveness of a registration statement on Form
F-6 relating to the ADSs and an adequate number of ADSs available for issuance thereunder such that ADSs can be delivered in accordance
with the terms of this Indenture, the Notes and the Unrestricted Deposit Agreement or the Restricted Deposit Agreement, as applicable,
upon conversion of the Notes. In addition, the Company further covenants to provide Holders with a reasonably detailed description
of the mechanics for the delivery of ADSs upon conversion of Notes as set forth in the Unrestricted Deposit Agreement or the Restricted
Deposit Agreement (including pursuant to a certain procedures letter for the issuance of restricted ADSs contemplated by Section
11 of the Restricted Deposit Agreement) upon request.


 


Section
14.09       Responsibility of Trustee. The Trustee and any other Conversion Agent
shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto)
or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to
the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any ADSs, or of any securities, property or cash
that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make
no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of
the Company to issue, transfer or deliver any ADSs or stock certificates or other securities or property or cash upon the surrender
of any Note for the purpose of conversion, the accuracy or inaccuracy of any mathematical calculation or formulae under this Indenture,
whether by the Company or any Person so authorized by the Company for such purpose under this Indenture or the failure by the
Company to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting
the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to
the kind or amount of ADSs or securities or property (including cash) receivable by Holders upon the conversion of their Notes
after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions
of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions,
and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect thereto.


 


Section
14.10       Notice to Holders Prior to Certain Actions. In case of any:


 


(a)          action
by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 or
Section 14.11;


 


(b)          Merger
Event; or


 


(c)          voluntary
or involuntary dissolution, liquidation or winding-up of the Company or any of its Subsidiaries;


 




    	 	80	 



     


    

 


then, in each case (unless notice of such event is otherwise
required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion
Agent (if other than the Trustee) and to be mailed to each Holder at its address appearing on the Note Register, as promptly as
possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on
which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to
be taken, the date as of which the holders of Ordinary Shares or ADSs, as the case may be, of record are to be determined for the
purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation
or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Ordinary Shares
or ADSs, as the case may be, of record shall be entitled to exchange their Ordinary Shares or ADSs, as the case may be, for securities
or other property deliverable upon such Merger Event, dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event,
dissolution, liquidation or winding-up.


 


Section
14.11       Stockholder Rights Plans. To the extent that the Company has a rights
plan in effect upon conversion of the Notes, each ADS delivered upon such conversion shall be entitled to receive (either directly
or in respect of the Ordinary Shares underlying such ADSs) the appropriate number of rights, if any, and the certificates representing
the ADSs delivered upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such
stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion, the rights have separated
from the Ordinary Shares underlying the ADSs in accordance with the provisions of the applicable stockholder rights plan, the
Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders
of the Ordinary Shares Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration,
termination or redemption of such rights.


 


Section
14.12       Termination of Depositary Receipt Program. If the Ordinary Shares
cease to be represented by American Depositary Shares issued under a depositary receipt program sponsored by the Company, all
references in this Indenture to the ADSs shall be deemed to have been replaced by a reference to the number of Ordinary Shares
(and other property, if any) represented by the ADSs on the last day on which the ADSs represented the Ordinary Shares and as
if the Ordinary Shares and the other property had been distributed to holders of the ADSs on that day. In addition, all references
to the Last Reported Sale Price of the ADSs will be deemed to refer to the Last Reported Sale Price of the Ordinary Shares, and
other appropriate adjustments, including adjustments to the Conversion Rate, will be made to reflect such change. In making such
adjustments, where currency translations between U.S. dollars and any other currency are required, the exchange rate in effect
on the date of determination will apply.


 




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ARTICLE
15

REPURCHASE OF NOTES AT OPTION OF HOLDERS


 


Section
15.01       Repurchase at Option of Holders.



 


(a)          Each
Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on February 1, 2022 (the
“Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of
US$1,000 principal amount, at a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided
that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase
Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase
Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”)
by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note
Registrar (and to beneficial owners as required by applicable law and to the Conversion Agent if other than the Trustee). The Company
Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state:


 


(i)          the
last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration
Time”);


 


(ii)         the
Repurchase Price;


 


(iii)        the
Repurchase Date;


 


(iv)        the
name and address of the Conversion Agent and Paying Agent;


 


(v)         that
the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws
the Repurchase Notice in accordance with the terms of this Indenture;


 


(vi)        that
the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and


 


(vii)       the
procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights.


 


At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in
all cases, the text of such Company Notice shall be prepared by the Company.


 


Simultaneously with providing the Company
Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general
circulation in The City of New York or publish such information on the Company’s website or through such other public medium
as the Company may use at that time.


 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the
repurchase of the Notes pursuant to this Section 15.01.


 




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Repurchases of Notes under this Section
15.01 shall be made, at the option of the Holder thereof, upon:


 


(A)         delivery
to the Paying Agent (or other agent appointed for such purpose) by the Holder of a duly completed notice (the “Repurchase
Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical
Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global
Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior
to the Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and


 


(B)         delivery
of the Notes, if the Notes are Physical Notes, to the Trustee at any time after delivery of the Repurchase Notice (together with
all necessary endorsements) at the Corporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are
Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the
Holder of the Repurchase Price therefor.


 


Each Repurchase Notice shall state:


 


(A)         in
the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;


 


(B)         the
portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and


 


(C)         that
the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;


 


provided, however, that if the Notes are Global
Notes, the Repurchase Notice must comply with appropriate Depositary procedures.


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw,
in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding
the Repurchase Date by delivery of a duly completed written notice of withdrawal to the Trustee in accordance with Section 15.03.


 


The Trustee shall promptly notify the Company
of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.


 


No Repurchase Notice with respect to any
Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the
extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section
15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03.


 




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(b)          Notwithstanding
the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal
amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except
in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such
Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration
of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price
with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the
Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Repurchase Notice
with respect thereto shall be deemed to have been withdrawn.


 


Section
15.02       Repurchase at Option of Holders Upon a Fundamental Change. (a)
If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the
Company to repurchase for cash all of such Holder’s Notes, or any portion thereof that is equal to US$1,000 or an
integral multiple of US$1,000, on the Business Day (the “Fundamental Change Repurchase Date”) notified in
writing by the Company as set forth in Section 15.02(c) that is not less than 20 Business Days or more than 35 Business Days
following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the
“Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a
Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the
Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date,
and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased
pursuant to this Article 15. The Trustee and the Conversion Agent, Paying Agent or any other agent appointed for such purpose
shall have no responsibility to determine the Fundamental Change Repurchase Price.


 


(b)          Repurchases
of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon:


 


(i)          delivery
to the Paying Agent (or other agent appointed for this purpose) by a Holder of a duly completed notice (the “Fundamental
Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if
the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes,
if the Notes are Global Notes, in each case on or before the close of business on the second Business Day immediately preceding
the Fundamental Change Repurchase Date; and


 


(ii)         delivery
of the Notes, if the Notes are Physical Notes, to the Trustee at any time after delivery of the Fundamental Change Repurchase Notice
(together with all necessary endorsements for transfer) at the Corporate Trust Office, or book-entry transfer of the Notes, if
the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to
receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 





 




    	 	84	 



     


    

 


The Fundamental Change Repurchase Notice
in respect of any Notes to be repurchased shall state:


 


(i)          in
the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;


 


(ii)         the
portion of the principal amount of Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and


 


(iii)        that
the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;


 


provided, however, that if the Notes are Global
Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Trustee the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the
right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on
the second Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a duly completed written notice
of withdrawal to the Trustee in accordance with Section 15.03.


 


The Trustee shall promptly notify the Company
of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.


 


No Fundamental Change Repurchase Notice
with respect to any Notes may be delivered and no Note may be surrendered by a Holder for repurchase thereof if such Holder has
also surrendered a Repurchase Notice in accordance with Section 15.01 and not validly withdrawn such Repurchase Notice in accordance
with Section 15.03.


 


(c)          On
or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to
all Holders, the Trustee (and the Conversion Agent, Paying Agent and any other agent appointed for this purpose, in each case,
if other than the Trustee) a written notice (the “Fundamental Change Company Notice”) of the occurrence of the
effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof.
In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered
in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish
a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in
The City of New York or publish such information on the Company’s website or through such other public medium as the Company
may use at that time. Each Fundamental Change Company Notice shall specify:


 


(i)          the
events causing the Fundamental Change and whether such events also constitute a Make-Whole Fundamental Change;


 


(ii)         the
effective date of the Fundamental Change;


 


(iii)        the
last date on which a Holder may exercise the repurchase right pursuant to this Article 15;


 




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(iv)        the
Fundamental Change Repurchase Price;


 


(v)         the
Fundamental Change Repurchase Date;


 


(vi)        the
name and address of the Trustee, the Paying Agent, the Conversion Agent or any other agent appointed for repurchase, if applicable;


 


(vii)       if
applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of such Fundamental Change if it is a Make-Whole
Fundamental Change;


 


(viii)      if
applicable, that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted
only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and


 


(ix)         the
procedures that Holders must follow to require the Company to repurchase their Notes.


 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the
repurchase of the Notes pursuant to this Section 15.02.


 


At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in
all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.


 


(d)          Notwithstanding
the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if
the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date
(except in the case of an acceleration resulting from a default by the Company in the payment of the Fundamental Change Repurchase
Price with respect to such Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by
it during the acceleration of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment
of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes
in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation,
as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.


 





 




    	 	86	 



     


    

 


Section
15.03       Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice.
(a) A Repurchase Notice or Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a duly
completed written notice of withdrawal delivered to the Paying Agent (or other agent appointed for such purpose) in accordance
with this Section 15.03 at any time prior to the close of business on the second Business Day immediately preceding the Repurchase
Date or prior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date,
as the case may be, specifying:


 


(i)          the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted,


 


(ii)         if
Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,
and


 


(iii)        the
principal amount, if any, of such Note that remains subject to the original Repurchase Notice or Fundamental Change Repurchase
Notice, as the case may be, which portion must be in principal amounts of US$1,000 or an integral multiple of US$1,000;


 


provided, however, that if the Notes are Global
Notes, the notice must comply with appropriate procedures of the Depositary.


 


Section
15.04       Deposit of Repurchase Price or Fundamental Change Repurchase Price.
(a) The Company will deposit with the Paying Agent (or any other agent appointed for this purpose by the Company), or if the Company
is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 10:00 a.m.,
New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, an amount of money sufficient
to repurchase all of the Notes to be repurchased at the appropriate Repurchase Price or Fundamental Change Repurchase Price. Subject
to receipt of funds and/or Notes by the Paying Agent (or other agent appointed for this purpose by the Company) and the Trustee,
as applicable, payment for Notes surrendered for repurchase (and not withdrawn in accordance with Section 15.03) will be made
on the later of (i) the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, (provided the Holder
has satisfied the conditions in Section 15.01 or Section 15.02, as the case may be) and (ii) the time of book-entry transfer or
the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner
required by Section 15.01 or Section 15.02, as applicable, by mailing checks for the amount payable to the Holders of such Notes
entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall
be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Paying Agent (or
other agent appointed for this purpose by the Company) shall, promptly after such payment and upon written demand by the Company,
return to the Company any funds in excess of the Repurchase Price or Fundamental Change Repurchase Price, as the case may be.


 


(b)          If
by 10:00 a.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, the Paying
Agent (or other agent appointed for this purpose by the Company) holds money sufficient to make payment on all the Notes or portions
thereof that are to be repurchased on such Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then, with
respect to the Notes that have been properly surrendered for repurchase and not validly withdrawn, on such Repurchase Date or Fundamental
Change Repurchase Date, as the case may be, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on
such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee) and
(iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Repurchase Price or Fundamental
Change Repurchase Price, as the case may be, and previously accrued and unpaid interest upon delivery or transfer of the Notes
to the extent not included in the Repurchase Price or Fundamental Change Repurchase Price, as the case may be).


 




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(c)          Upon
surrender of a Note that is to be repurchased in part pursuant to Section 15.01 or Section 15.02, the Company shall execute and
the Trustee, upon receipt of a Company Order, shall authenticate and deliver to the Holder a new Note in an authorized denomination
equal in principal amount to the unrepurchased portion of the Note surrendered.


 


Section
15.05       Covenant to Comply with Applicable Laws Upon Repurchase of Notes.
In connection with any repurchase offer, the Company will, if required:


 


(a)          comply
with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;


 


(b)          file
a Schedule TO or other required schedule under the Exchange Act; and


 


(c)          otherwise
comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;


 


in each case, so as to permit the rights and obligations under
this Article 15 to be exercised in the time and in the manner specified in this Article 15.


 


ARTICLE
16

OPTIONAL REDEMPTION


 


Section
16.01       Optional Redemption for Changes in the Tax Law of the Relevant Jurisdiction.
Other than as described in this Article 16, the Notes may not be redeemed by the Company at its option prior to maturity.
If the Company has, or on the next Interest Payment Date would, become obligated to pay to the Holder of any Note Additional Amounts
that are more than a de minimis amount, as a result of:


 


(a)          any
change or amendment that is publicly announced and becomes effective on or after January 30, 2019 (or, in the case of a jurisdiction
that becomes a Relevant Jurisdiction after such date, after such later date) in the laws or any rules or regulations of a Relevant
Jurisdiction; or


 


(b)          any
change that is publicly announced and becomes effective on or after January 30, 2019 (or, in the case of a jurisdiction that becomes
a Relevant Jurisdiction after such date, after such later date) in an interpretation, administration or application of such laws,
rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority
of such Relevant Jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision
or regulatory or administrative interpretation or determination);


 




    	 	88	 



     


    

 


(each, a “Change in Tax Law”), the Company
may, at its option, redeem all but not part of the Notes (except in respect of certain Holders that elect otherwise as described
below) at a redemption price equal to 100% of the principal amount thereof (the “Redemption Price”), plus accrued
and unpaid interest, if any, to, but not including the date fixed by the Company for redemption (the “Redemption Date”),
including, for the avoidance of doubt, any Additional Amounts with respect to such Redemption Price; provided that the Company
may only redeem the Notes if: (i) the Company cannot avoid such obligations by taking commercially reasonable measures available
to the Company (provided that changing the jurisdiction of incorporation of the Company shall be deemed not to be a commercially
reasonable measure); and (ii) the Company delivers to the Trustee an opinion of outside legal counsel of recognized standing in
the Relevant Jurisdiction and an Officers’ Certificate attesting to such Change in Tax Law and obligation to pay Additional
Amounts. The Trustee shall and is entitled to rely upon such opinion and Officers’ Certificate (without further investigation
and enquiry) and it shall be conclusive and binding on the Holders.


 


Notwithstanding anything to the contrary
in this Article 16, neither the Company nor any successor Person may redeem any of the Notes in the case that Additional Amounts
are payable in respect of PRC withholding tax and any other tax collected at source at the Applicable PRC Rate or less solely as
a result of the Company or its successor Person being considered a PRC tax resident under the PRC Enterprise Income Tax law.


 


If the Redemption Date occurs after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay or cause the Paying Agent to pay,
on or at its election, before such Interest Payment Date, pay the full amount of accrued and unpaid interest, if any, and any Additional
Amounts with respect to such interest, due on such Interest Payment Date to the record holder of the Notes on the Regular Record
Date corresponding to such Interest Payment Date, and the Redemption Price payable to any Holder (other than a Holder that elects
to not have its Notes redeemed pursuant to the provisions described below) shall be equal to 100% of the principal amount of such
Note to be redeemed, including, for the avoidance of doubt, any Additional Amounts with respect to such Redemption Price. The Company
shall notify the Trustee in writing of its election and the date on which such interest and any Additional Amounts with respect
to such interest shall be paid at the time the Company provides notice of such redemption.


 


The Company shall give the Trustee and Holders
of Notes not less than 30 days’ but no more than 60 days’ notice of redemption prior to the Redemption Date. Simultaneously
with providing such notice, the Company shall publish a notice containing this information in a newspaper of general circulation
in The City of New York or publish the information on the Company’s website or through such other public medium as the Company
may use at that time. The Redemption Date must be a Business Day.


 


Upon receiving such notice of redemption,
each Holder shall have the right to elect to not have its Notes redeemed, provided that (i) the Company shall not be obligated
to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such Change in Tax Law that resulted
in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental
Change or on the Repurchase Date, at maturity or otherwise, and whether in ADSs, Reference Property or otherwise) after the Redemption
Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the
Redemption Price), and (ii) all future payments with respect to such Notes shall be subject to the deduction or withholding of
such Relevant Taxing Jurisdiction and taxes required by law to be deducted or withheld as a result of such Change in Tax Law; provided
further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes in connection
with the Company’s election to redeem the Notes in respect of such Change in Tax Law pursuant to Section 14.03(g), the Company
shall be obligated to pay Additional Amounts, if any, with respect to such conversion.


 




    	 	89	 



     


    

 


A Holder electing to not have its Notes
redeemed must deliver to the Paying Agent a written notice of election so as to be received by the Paying Agent no later than the
close of business on the second Business Day immediately preceding the Redemption Date; provided that, a Holder that complies
with the requirements for conversion in Section 14.02(b) shall be deemed to have delivered a notice of its election to not have
its Notes so redeemed. A Holder may withdraw any notice of election (other than such a deemed notice of election in connection
with a conversion) by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Business
Day immediately preceding the Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such
later date on which the Company pays the Redemption Price). If no election is made or deemed to have been made, the Holder shall
have its Notes redeemed without any further action.


 


No Notes may be redeemed by the Company
or its successor if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or
prior to the Redemption Date.


 


ARTICLE
17

MISCELLANEOUS PROVISIONS


 


Section
17.01       Provisions Binding on Company’s Successors. All the covenants,
stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether
so expressed or not.


 


Section
17.02       Official Acts by Successor Corporation. Any act or proceeding by
any provision of this Indenture authorized or required to be done or performed by any board, committee or Officer of the Company
shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other
entity that shall at the time be the lawful sole successor of the Company.


 


Section
17.03       Addresses for Notices, Etc. Any notice or demand that by any provision
of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed
to have been sufficiently given or made, for all purposes if given or served by being deposited postage prepaid by registered
or certified mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Building
20, No. 56 AnTuo Road, Jiading District, Shanghai, 201804, People’s Republic of China, Facsimile No.: +86 (21) 3913 0192.
Any notice, direction, request or demand hereunder to or upon the Trustee shall be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed to The Bank of New York Mellon, 240 Greenwich Street,
New York, NY 10286, USA, Facsimile No.: +1-212-8155802/5803, Attention: Global Corporate Trust – NIO Inc., with a copy
to The Bank of New York Mellon, Hong Kong Branch, Level 24, Three Pacific Place, 1 Queen’s Road East, Hong Kong, Attention:
Global Corporate Trust – NIO Inc., Facsimile No.: +852-2295.3283.


 




    	 	90	 



     


    

 


All notices and other communications under
this Indenture shall be in writing in English.


 


So long as and to the extent that the Notes
are represented by Global Notes and such Global Notes are held by DTC, notices to owners of beneficial interests in the Global
Notes may be given by delivery of the relevant notice to DTC for communication by it to entitled account holders.


 


The Company hereby acknowledges that it
is fully aware of the risks associated with transmitting instructions via electronic methods (including facsimile), and being aware
of these risks, authorizes the Trustee to accept and act upon any instruction sent to it or any Paying Agent, Transfer Agent, Conversion
Agent or Note Registrar in the Company's name or in the name of one or more appropriate authorized signers of the Company via electronic
methods (including facsimile). The Trustee shall be entitled to rely on Section 7.06 of this Indenture when accepting or acting
upon any instructions, communications or documents transmitted by facsimile, and shall not be liable in the event any facsimile
transmission is not received, or is mutilated, illegible, interrupted, duplicated, incomplete, unauthorized or delayed for any
reason, including (but not limited to) electronic or telecommunications failure.


 


Furthermore, notwithstanding the above,
if any Trustee receives information or instructions delivered by electronic mail, other electronic method or other unsecured method
of communication believed by it to be genuine and to have been sent by the proper person or persons, the Trustee or any Paying
Agent, Transfer Agent, Conversion Agent or Note Registrar shall have (i) no duty or obligation to verify or confirm that the person
who sent such instructions is in fact a person authorized to give instructions or directions on behalf of the Company and (ii)
absent its or their gross negligence or willful misconduct, no liability for any losses, liabilities, costs or expenses incurred
or sustained by any holder, the Company or any other person as a result of such reliance on or compliance with such information
or instructions.


 


The Trustee, by notice to the Company, may
designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication mailed to a
Holder shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register and shall
be sufficiently given to it if so mailed within the time prescribed.


 


Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it.


 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 




    	 	91	 



     


    

 


Section
17.04       Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY
CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company irrevocably consents and agrees,
for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against
it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes
may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New
York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents
and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect
to any action, suit or proceeding for itself in respect of its properties, assets and revenues.


 


The Company irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any
of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the
State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.


 


Section
17.05       Submission to Jurisdiction; Service of Process. The Company irrevocably
appoints Law Debenture Corporate Service Inc. as its authorized agent in the Borough of Manhattan in the City of New York upon
which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice
of said service to the Company by the person serving the same to Building 20, No. 56 AnTuo Road, Jiading District, Shanghai, 201804,
People’s Republic of China, Facsimile No. +86 (21) 3913 0192, shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to
maintain such designation and appointment of such agent in full force and effect for a period of five and a half years from the
date of this Indenture. If for any reason such agent shall cease to be such agent for service of process, the Company shall forthwith
appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of
the new agent’s acceptance of that appointment within ten Business Days of such acceptance. Nothing herein shall affect
the right of the Trustee, any agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings
or otherwise proceed against the Company in any other court of competent jurisdiction. To the extent that the Company has or hereafter
may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or
its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Note.


 


Section
17.06       Evidence of Compliance with Conditions Precedent; Certificates and Opinions
of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions
of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate stating
that such action is permitted by the terms of this Indenture.


 




    	 	92	 



     


    

 


Each Officers’ Certificate provided
for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture
(other than the Officers’ Certificates provided for in Section 4.09) shall include (a) a statement that the person making
such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of
the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the
judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an
informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in
the judgment of such person, such action is permitted by this Indenture.


 


Notwithstanding anything to the contrary
in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion
of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to,
or entitled to request, such Opinion of Counsel.


 


Section
17.07       Legal Holidays. In any case where any Interest Payment Date, Redemption
Date, Fundamental Change Repurchase Date, Conversion Date, Repurchase Date or Maturity Date is not a Business Day, then any action
to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force
and effect as if taken on such date, and no interest shall accrue in respect of the delay.


 


Section
17.08       No Security Interest Created. Nothing in this Indenture or in the
Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section
17.09       Benefits of Indenture. Nothing in this Indenture or in the Notes,
expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent,
any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
17.10       Table of Contents, Headings, Etc. The table of contents and the titles
and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section
17.11       Execution in Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument.


 


Section
17.12       Severability. In the event any provision of this Indenture or in
the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability
of the remaining provisions shall not in any way be affected or impaired.


 




    	 	93	 



     


    

 


Section
17.13       Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
17.14       Force Majeure. In no event shall the Trustee or the Agents be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that the Trustee or the Agents, as the case may
be, shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances.


 


Section
17.15       Calculations. Except as otherwise provided herein, the Company shall
be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations
of the Last Reported Sale Prices of the ADSs, accrued interest payable on the Notes, the number of Additional ADSs to be added
to the Conversion Rate upon a Make-Whole Fundamental Change, if any, the Conversion Rate of the Notes and any adjustments thereto.
The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall
be final and binding on Holders. The Company shall provide a schedule of its calculations to each of the Trustee, the Paying Agent
and the Conversion Agent, and each of the Trustee, the Paying Agent and the Conversion Agent is entitled to rely conclusively
and without liability upon the accuracy of the Company’s calculations without independent verification. The Trustee will
forward the Company’s calculations to any Holder of Notes upon the prior written request of that Holder at the sole cost
and expense of the Company.


 


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    	 	94	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Indenture to be duly executed as of the date first above written.


 


	 	NIO INC. 
	 	 
	 	By:	/s/ Authorized Signatory
	 	 	Name: Authorized Signatory
	 	 	Title:


 


Signature Page to Indenture


 




     


     


    

 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	By:	/s/ Authorized Signatory
	 	 	Name: Authorized Signatory
	 	 	Title:


 


Signature Page to Indenture


 




     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


[THIS IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AN IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY
BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[INCLUDE FOLLOWING LEGEND IF A RESTRICTED
SECURITY]


 


[THIS SECURITY, THE AMERICAN DEPOSITARY
SHARES DELIVERABLE UPON CONVERSION OF THIS SECURITY AND THE ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ARE “RESTRICTED SECURITIES” WITHIN THE MEANING
IF RULE 144 UNDER THE SECURITIES ACT OR CONTRACTUALLY RESTRICTED SECURITIES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
ACQUIRER:


 


(1)          REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON AND LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND
ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF NIO INC. (THE “COMPANY”) (OTHER THAN AN ENTITY AFFILIATED WITH TENCENT
HOLDINGS LIMITED AND AN ENTITY AFFILIATED WITH HILLHOUSE CAPITAL MANAGEMENT LTD. THAT PURCHASED REGULATION S NOTES UPON THE ORIGINAL
ISSUANCE THEREOF AND THEIR RESPECTIVE AFFILIATES), AND


 




    	 	A-1	 



     


    

 


(2)          AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST
HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY
BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)         TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B)         PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 


(C)         TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)         TO
A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR


 


(E)         PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS (OTHER THAN AN ENTITY AFFILIATED WITH TENCENT HOLDINGS LIMITED AND AN ENTITY
AFFILIATED WITH HILLHOUSE CAPITAL MANAGEMENT LTD. THAT PURCHASED REGULATION S NOTES UPON THE ORIGINAL ISSUANCE THEREOF AND THEIR
RESPECTIVE AFFILIATES) MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE, THE AMERICAN DEPOSITARY SHARES DELIVERABLE UPON CONVERSION
HEREOF AND THE ORDINARY SHARES REPRESENTED THEREBY OR A BENEFICIAL INTEREST HEREIN.]


 




    	 	A-2	 



     


    

 


NIO INC.


 


4.50% Convertible Senior Note due 2024


 


	No. [_______]	[Initially]1 US$_________


 


CUSIP No. [_______]


 


NIO Inc., a company duly organized and validly
existing under the laws of the Cayman Islands (the “Company,” which term includes any successor company or corporation
or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE &
CO.]2 [_______]3,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of US$[__________]]5, which amount,
taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed
US$650,000,000 in aggregate at any time (or US$750,000,000 if the Initial Purchasers exercise their option to purchase additional
Notes in full as set forth in the Purchase Agreement), in accordance with the rules and procedures of the Depositary, on February
1, 2024, and interest thereon as set forth below.


 


This Note shall bear cash interest at the
rate of 4.50% per year from, and including, February 4, 2019, or from, and including, the most recent date to which interest had
been paid or provided for to, but excluding, the next scheduled Interest Payment Date until February 1, 2024. Interest is payable
semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2019, to Holders of record at the close of business
on the preceding January 15 and July 15 (whether or not such day is a Business Day), respectively. Additional Interest will be
payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference
to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional
Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) and Section 6.03, and any express
mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest
in those provisions thereof where such express mention is not made.


 


Any Defaulted Amounts shall accrue interest
per annum at the rate per annum borne by the Notes plus one percent, subject to the enforceability thereof under applicable
law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been
paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture.


 





 






1
Include if a Global Note.


2
Include if a Global Note.


3
Include if a Physical Note.


4
Include if a Global Note.


5
Include if a Physical Note.



 




    	 	A-3	 



     


    

 


The Company shall pay or cause the Paying
Agent to pay the principal of and interest on this Note, so long as such Note is a Global Note, in immediately available funds
to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the
provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at the office
or agency designated by the Company for that purpose. The Company has initially designated the Bank of New York Mellon as its Paying
Agent, Conversion Agent and Note Registrar in respect of the Notes and its agency in the Borough of Manhattan, The City of New
York, as a place where Notes may be presented for payment or for registration of transfer.


 


Reference is made to the further provisions
of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right
to convert this Note into ADSs on the terms and subject to the limitations set forth in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This Note, and any claim, controversy
or dispute arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of
New York (without regard to the conflicts of laws provisions thereof).


 


In the case of any conflict between this
Note and the Indenture, the provisions of the Indenture shall control and govern.


 


This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee under
the Indenture.


 


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blank]


 




    	 	A-4	 



     


    

 


IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed.


 


	 	NIO INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	A-5	 



     


    

 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


THE BANK OF NEW YORK MELLON

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 	A-6	 



     


    

 


[FORM OF REVERSE OF NOTE]


 


NIO INC.

4.50% Convertible Senior Note due 2024


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 4.50% Convertible Senior Notes due 2024 (the “Notes”), limited to
the aggregate principal amount of US$650,000,000 (as increased by an amount equal to the aggregate principal amount of any additional
Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in
the Purchase Agreement), subject to Section 2.10 of the Indenture, all issued or to be issued under and pursuant to an Indenture
dated as of February 4, 2019 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee
(the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties, privileges, disclaimers from liability and immunities thereunder of
the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount,
subject to certain conditions specified in the Indenture. The Rule 144A Notes and the Regulation S Notes initially have separate
CUSIP numbers and will initially not be fungible.


 


In the case certain Events of Default, as
defined in the Indenture, shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared,
by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration
shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in
the Indenture. In the case certain Events of Default relating to a bankruptcy (or similar proceeding) with respect to the Company
or a Significant Subsidiary of the Company shall have occurred, the principal of, and interest on, all Notes shall automatically
become immediately due and payable, as set forth in the Indenture.


 


Subject to the terms and conditions of the
Indenture, the Company will make or cause the Paying Agent to make all payments in respect of the principal amount on the Maturity
Date, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, as the case may be, to the Holder
who surrenders a Note to collect such payments in respect of the Note. The Company will pay or cause the Paying Agent to pay cash
amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.


 


Subject to the terms and conditions of the
Indenture, Additional Amounts will be paid in connection with any payments made and deliveries caused to be made by the Company
or any successor to the Company under or with respect to the Indenture and 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 on conversion of a Note (together with payments
of cash for any Fractional ADS or other consideration) upon conversion of the Notes to ensure that the net amount received by the
beneficial owner of the Notes after any applicable 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 owner had no such withholding, deduction or reduction
been required.


 




    	 	A-7	 



     


    

 


The Indenture contains provisions permitting
the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,
with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as
described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or
Event of Default under the Indenture and its consequences.


 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay or cause to be delivered, as the case may be, the principal (including the Redemption Price, the Repurchase Price and the
Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion
of, this Note at the place, at the respective times, at the rate and in the lawful money herein prescribed.


 


The Notes are issuable in registered form
without interest coupons in denominations of US$1,000 principal amount and integral multiples thereof. At the office or agency
of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes
may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service
charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may
be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being
different from the name of the Holder of the old Notes surrendered for such exchange.


 


The Company may not redeem the Notes prior
to the Maturity Date, except in the event of certain Changes in Tax Law as described in Section 16.01 of the Indenture. No sinking
fund is provided for the Notes.


 


The Holder has the right, at such Holder’s
option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts
of US$1,000 or integral multiples thereof) on the Repurchase Date at a price equal to the Repurchase Price.


 


Upon the occurrence of a Fundamental Change,
the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s
Notes or any portion thereof (in principal amounts of US$1,000 or integral multiples thereof) on the Fundamental Change Repurchase
Date at a price equal to the Fundamental Change Repurchase Price.


 


Subject to the provisions of the Indenture,
the Holder hereof has the right, at its option, prior to the close of business on the second Business Day immediately preceding
the Maturity Date, to convert any Notes or portion thereof that is US$1,000 principal amount of Notes or an integral multiple thereof,
into ADSs at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 


Terms used in this Note and defined in the
Indenture are used herein as therein defined.


 




    	 	A-8	 



     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws
or regulations:


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


JT TEN = joint tenants with right of survivorship and not as
tenants in common


 


Additional abbreviations may also be used
though not in the above list.


 




    	 	A-9	 



     


    

 


SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES


 


NIO INC.

4.50 % Convertible Senior Notes due 2024


 


The initial principal amount of this Global
Note is [__________] UNITED STATES DOLLARS (US$[_______________]). The following increases or decreases in this Global Note have
been made:


 





	 

        Date of exchange
	 	Amount of decrease

        in principal amount

        of this Global Note
	 	Amount of increase

        in principal amount

        of this Global Note
	 	Principal amount of

        this Global Note

        following such

        decrease or increase
	 	Signature of

        authorized signatory

        of Trustee

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 





 






6
Include if a Global Note.


 




    	 	A-10	 



     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


		To:	NIO INC.



 


THE BANK OF NEW YORK MELLON, as Conversion Agent


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADS Depositary


 


The undersigned registered holder of this
Note hereby exercises the option to convert that Note, or the portion thereof (that is US$1,000 principal amount or an integral
multiple thereof) below designated, into ADSs in accordance with the terms of the Indenture referred to in this Note, and directs
that any ADSs deliverable upon such conversion, together with any cash payable for any Fractional ADS, and any Notes representing
any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been
indicated below. Terms defined in the Unrestricted Deposit Agreement, the Restricted Deposit Agreement or the Indenture referred
to in this Notice are used herein as so defined. If any ADSs or any portion of this Note not converted are to be issued in the
name of a Person other than the undersigned, the undersigned will pay all documentary, stamp, issue, transfer or similar taxes,
if any, in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned
on account of interest accompanies this Notice.


 


In connection with the conversion of this
Note, or the portion hereof below designated, the undersigned acknowledges, represents to and agrees with the Company that the
undersigned is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company and has not been
an “affiliate” (as defined in Rule 144 under the Securities Act) during the three months immediately preceding the
date hereof.


 


[OR


 


The undersigned is an entity affiliated
with Tencent Holdings Limited or an entity affiliated with Hillhouse Capital Management Ltd. that purchased the Regulation S Notes
upon the original issuance thereof.]7


 


[The undersigned further certifies:


 


1.          The
undersigned acknowledges (and if the undersigned is acting for the account of another person, that person has confirmed that it
acknowledges) that the Restricted Securities received upon conversion of this Note (or securities represented thereby) have not
been and are not expected to be registered under the Securities Act.


 


2.          The
undersigned further certifies that either:


 





 






7
Include if Regulation S Note.


 




    	 	1	 



     


    

 


(a)          The
undersigned is, and at the time ADSs are delivered in conversion of its Notes will be, the holder of the ADSs and the Ordinary
Shares represented thereby, and (i) the undersigned is not a U.S. person (as defined in Regulation S under the Securities Act)
and is located outside the United States (within the meaning of Regulation S) and acquired, or have agreed to acquire and will
have acquired, the Notes being converted and the ADSs and the Ordinary Shares represented thereby being delivered in the conversion
outside the United States and (ii) the undersigned is not in the business of buying and selling securities or, if the undersigned
is in such business, the undersigned did not acquire the Notes being converted from the Company or any affiliate thereof in the
initial distribution of the Notes.


 


OR


 


(b)          The
undersigned is a broker-dealer acting on behalf of its customer; its customer has confirmed to the undersigned that it is, and
at the time ADSs are delivered in conversion of the said Notes will be, the holder of the ADSs and the Ordinary Shares represented
thereby, and (i) it is not a U.S. person (as defined in Regulation S under the Securities Act) and it is located outside the United
States (within the meaning of Regulation S) and acquired, or have agreed to acquire and will have acquired, the Notes being converted
and the ADSs and the Ordinary Shares represented thereby being delivered in the conversion outside the United States and (ii) it
is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Notes being converted
from the Company or any affiliate thereof in the initial distribution of the Notes.


 


OR


 


(c)          The
undersigned is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) acting for its own account or
for the account of one or more qualified institutional buyers and the undersigned is (or such account or accounts are) the sole
beneficial owner(s) of the ADSs to be received upon conversion of the Notes.


 


3.          The
undersigned acknowledges that the undersigned (and any such other account) may not continue to hold or retain any interest in Restricted
Securities received upon conversion of this Note if the undersigned (or such other account) becomes an Affiliate of the Company.
[(except an entity affiliated with Tencent Holdings Limited or an entity affiliated with Hillhouse Capital Management Ltd. that
purchased this Regulation S Note upon the original issuance thereof)8]9.


 


4.          [The
undersigned agrees (and if the undersigned is acting for the account of another person, that person has confirmed that it agrees)
that, prior to the Resale Restriction Termination Date, the undersigned (and such other account) will not offer, sell, pledge or
otherwise transfer the Restricted Security (or securities represented by such Restricted Security) except in accordance with the
restrictions set forth in that legend and any applicable securities laws of the United States and any state thereof.]10


 





 






8
Include if the Note being converted is held by an entity affiliated with Tencent Holdings Limited or an entity affiliated with
Hillhouse Capital Management Ltd.


9
Include if Regulation S Note.


10
Include if a Restricted Security.



 




    	 	2	 



     


    

 


The undersigned hereby instructs the ADS
Depositary to register the ADSs in the name of:


 


	1.     Name of Beneficial Owner to receive ADSs (English):	 
	2.     Address of Beneficial Owner to receive ADSs (English):	 
	3.     Name of Registered Holder of the Deposited Shares:	 
	4.     Number of Deposited Shares:	 
	5.     Number of ADSs to be issued:	 
	6.     Beneficial Owner’s Tax ID Number:	 
	7.     Contact Name and Tel No/email address:	 


 


[The undersigned instructs the Depositary to deliver the ADRs
representing the ADSs to the following account:


 


ADS Receiving Broker ( * are mandatory fields):


 


	a)     DTC Broker Name*:	 
	b)     DTC Broker’s Participant Account with DTC *:	 
	c)     DTC Broker Contact Name:	 
	d)     DTC Broker Contact Tel No/email:	 
	e)     Beneficial Owner’s Account # with DTC Broker*:	 


 


OR


 


	e)     Local Broker Name (have account with DTC Broker)*:	 
	Local Broker Sub-Account # with DTC Broker*:	 
	Local Broker Contact Name:	 
	Local Broker Contact Tel No/email:	 


 


ADS Delivering Party:


 


	Name:	Deutsche Bank Trust Company Americas DTC Account: #2655]11


 





 






11
Include bracketed language in the conversion Notice if the Note being converted is not a Restricted Security.


 




    	 	3	 



     


    

 


For any ADS settlement inquiries, please contact DBTCA
Broker Desk:


 


Tel: +1-212-250-9100 (New York) / +44-207-547-6500 (London)

Email: adr@db.com


 






    	 	4	 



     


    

 


	Dated: ____________________________	 		 
	 	 	 	 
	 	 	Signature(s)	 


 


	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed by an eligible Guarantor Institution
(banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion
program pursuant to Securities and Exchange Commission Rule 17Ad-15 if ADSs are to be issued, or Notes are to be delivered, other
than to and in the name of the registered holder.	 
	 	 
	Fill in for registration of ADSs if to be issued, and Notes
if to be delivered, other than to and in the name of the registered holder:	 


 





 





 


	 	 
	(Name)	 
	 	 
	 	 
	(Street Address)	 
	 	 
	 	 
	(City, State and Zip Code)	 
	Please print name and address	 


 


	 	
        Principal amount to be converted (if less than all):

        US$ _________,000

         

        NOTICE: The above signature(s) of the Holder(s) hereof must
        correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change
        whatever.

	 	 
	 	 
	 	

Social Security or Other Taxpayer

Identification Number


 




    	 	5	 



     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


		To:	NIO INC.



 


THE BANK OF NEW YORK MELLON, as Trustee


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from NIO Inc. (the “Company”) as to the occurrence of a Fundamental
Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company
to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire
principal amount of this Note, or the portion thereof (that is US$1,000 principal amount or an integral multiple thereof) below
designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and
on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental
Change Repurchase Date.


 


In the case of Physical Notes, the certificate
numbers of the Notes to be repurchased are as set forth below:


 


Certificate Number(s): ____________________________


 


	Dated: ____________________	 	 
	 	 	Signature(s)
	 	 	 
	 	 	 
	 		
        Social Security or Other Taxpayer

        Identification Number

         

        Principal amount to be repaid (if less than all):

        US$ ______,000

         

        NOTICE: The above signature(s) of the Holder(s) hereof must
        correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change
        whatever.



 




    	 	1	 



     


    

 


ATTACHMENT 3


 


[FORM OF REPURCHASE NOTICE]


 


		To:	NIO INC.



 


THE BANK OF NEW YORK MELLON, as Trustee


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from NIO Inc. (the “Company”) regarding the right of Holders to
elect to require the Company to repurchase the entire principal amount of this Note, or the portion thereof (that is US$1,000 principal
amount or an integral multiple thereof) below designated, in accordance with the applicable provisions of the Indenture referred
to in this Note, at the Repurchase Price to the registered Holder hereof.


 


In the case of certificated Notes, the certificate
numbers of the Notes to be purchased are as set forth below:


 


Certificate Number(s): ____________________________


 


	Dated: ____________________	 	 
	 	 	Signature(s)
	 	 	 
	 	 	 
	 		
        Social Security or Other Taxpayer

        Identification Number

         

        Principal amount to be repaid (if less than all):

        US$ ______,000

         

        NOTICE: The above signature(s) of the Holder(s) hereof must
        correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change
        whatever.



 




    	 	1	 



     


    

 


ATTACHMENT 4


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


For value received ______________________ hereby sell(s), assign(s)
and transfer(s) unto _______________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note,
and hereby irrevocably constitutes and appoints _______________ attorney to transfer the said Note on the books of the Company,
with full power of substitution in the premises.


 


In connection with any transfer of the within Note occurring
prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that
such Note is being transferred:


 


 ̈         To NIO
Inc. or a subsidiary thereof; or


 


 ̈         Pursuant
to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or


 


 ̈         Pursuant
to and in compliance with Rule 144A under the Securities Act of 1933, as amended [(“Rule 144A”), and the undersigned
confirms that the undersigned reasonably believes that the transferee of such Note is a “qualified institutional buyer”
(within the meaning of Rule 144A) that is purchasing for its own account or for the account of another qualified institutional
buyer and the undersigned has provided such transferee notice that the transfer is being made in reliance on Rule 144A]12;
or


 


 ̈         Outside
the United States in accordance with Regulation S under the Securities Act of 1933, as amended; or


 


 ̈         Pursuant
to and in compliance with Rule 144 under the Securities Act of 1933, as amended (if available).


 


[Whether occurring prior to, on or after the Resale Restriction
Termination Date, the undersigned represents and warrants that the Note being transferred hereunder [is/is not] an Affiliate Note.13]


 





 






12
Include if Regulation S Note.


13
Include if Regulation S Note.



 




    	 	1	 



     


    

 


Dated: _______________________________


 


	 	 
	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	Signature Guarantee	 
	 	 
	 Signature(s) must be guaranteed by an eligible Guarantor Institution
(banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion
program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name
of the registered holder.

	 


 


NOTICE: The signature on the assignment must correspond with
the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


 




    	 	2	 



     


    

 


EXHIBIT B


 


[FORM OF AUTHORIZATION CERTIFICATE]


 


I, [Name], [Title], acting on behalf of NIO Inc. (the “Company”)
hereby certify that:


 


(A)        the
persons listed below are (i) authorized Officers of the Company for purposes of the Indenture (the “Indenture”)
dated as of February 4, 2019 between the Company and The Bank of New York Mellon, as trustee, in relation to the 4.50% Convertible
Senior Notes due 2024 (the “Notes”), (ii) duly elected or appointed, qualified and acting as the holder of the
respective office or offices set forth opposite their names and (iii) the duly authorized persons who executed or will execute
the Indenture and the Notes issued pursuant to the Indenture by their manual or facsimile signatures and were at the time of such
execution, duly elected or appointed, qualified and acting as the holder of the offices set forth opposite their names;


 


(B)        each
of the individuals listed below have the authority to receive call backs at the telephone numbers noted below upon request of The
Bank of New York Mellon in connection with the Notes issued pursuant to the Indenture;


 


(C)        each
signature appearing below is the person’s genuine signature; and


 


(D)        attached
hereto as Schedule I is a true, correct and complete specimen of the certificates representing the Notes.


 




    	 	B-1	 



     


    

 


IN WITNESS WHEREOF, I have hereunto executed
and delivered this certificate on behalf of the Company as of the date indicated.


 


Dated: _________________________


 


	 	[Name]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	B-2	 



     


    

 


SCHEDULE I


 





	Name	 	Title, Fax No., Email	 	Signature	 	Tel No.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







  






    	 	B-3