EX-4.43





 Exhibit 4.43 

EXECUTION VERSION 
 Qudian Inc.

 and 
 Deutsche Bank
Trust Company Americas, as Trustee 
 INDENTURE 

dated as of July 1, 2019 

1.00% CONVERTIBLE SENIOR NOTES DUE 2026 

  
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 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
	 	 	25	 
			
	 Section 2.10
	 	 Additional Notes; Repurchases
	 	 	26	 
	
	ARTICLE 3	  

	SATISFACTION AND DISCHARGE	  

			
	 Section 3.01
	 	 Satisfaction and Discharge
	 	 	26	 
	
	ARTICLE 4	  

	PARTICULAR COVENANTS OF THE COMPANY	  

			
	 Section 4.01
	 	 Payment of Principal and Interest
	 	 	26	 
			
	 Section 4.02
	 	 Maintenance of Office or Agency
	 	 	27	 
			
	 Section 4.03
	 	 Appointments to Fill Vacancies in Trustee’s Office
	 	 	27	 
			
	 Section 4.04
	 	 Provisions as to Paying Agent
	 	 	27	 
			
	 Section 4.05
	 	 Existence
	 	 	29	 


  
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	 Section 4.06
	 	 Rule 144A Information Requirement and Annual Reports
	  	29
			
	 Section 4.07
	 	 Additional Amounts
	  	31
			
	 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
	  	40
			
	 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.
	  	47


  
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	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.	  	 	48	 
			
	Section 7.04	 	Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	  	 	48	 
			
	Section 7.05	 	Monies to Be Held in Trust	  	 	49	 
			
	Section 7.06	 	Compensation and Expenses of Trustee	  	 	49	 
			
	Section 7.07	 	[Reserved.]	  	 	50	 
			
	Section 7.08	 	Eligibility of Trustee	  	 	50	 
			
	Section 7.09	 	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.	  	 	50	 
			
	Section 7.09	 	Resignation or Removal of Trustee	  	 	50	 
			
	Section 7.10	 	Acceptance by Successor Trustee	  	 	51	 
			
	Section 7.11	 	Succession by Merger, Etc.	  	 	52	 
			
	Section 7.12	 	Trustee’s Application for Instructions from the Company	  	 	52	 


  
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	ARTICLE 8	 
	CONCERNING THE HOLDERS	 
			
	 Section 8.01
	 	 Action by Holders
	  	 	53	 
			
	 Section 8.02
	 	 Proof of Execution by Holders
	  	 	53	 
			
	 Section 8.03
	 	 Who Are Deemed Absolute Owners
	  	 	53	 
			
	 Section 8.04
	 	 Company-Owned Notes Disregarded
	  	 	54	 
			
	 Section 8.05
	 	 Revocation of Consents; Future Holders Bound
	  	 	54	 
	
	ARTICLE 9	 
	HOLDERS’ MEETINGS	 
			
	 Section 9.01
	 	 Purpose of Meetings
	  	 	54	 
			
	 Section 9.02
	 	 Call of Meetings by Trustee
	  	 	55	 
			
	 Section 9.03
	 	 Call of Meetings by Company or Holders
	  	 	55	 
			
	 Section 9.04
	 	 Qualifications for Voting
	  	 	55	 
			
	 Section 9.05
	 	 Regulations
	  	 	55	 
			
	 Section 9.06
	 	 Voting
	  	 	56	 
			
	 Section 9.07
	 	 No Delay of Rights by Meeting
	  	 	56	 
	
	ARTICLE 10 SUPPLEMENTAL INDENTURES	 
			
	 Section 10.01
	 	 Supplemental Indentures Without Consent of Holders
	  	 	57	 
			
	 Section 10.02
	 	 Supplemental Indentures with Consent of Holders
	  	 	58	 
			
	 Section 10.03
	 	 Effect of Supplemental Indentures
	  	 	59	 
			
	 Section 10.04
	 	 Notation on Notes
	  	 	59	 
			
	 Section 10.05
	 	 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee
	  	 	59	 
	
	ARTICLE 11	 
	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	 
			
	 Section 11.01
	 	 Company May Consolidate, Etc. on Certain Terms
	  	 	60	 
			
	 Section 11.02
	 	 Successor Corporation to Be Substituted
	  	 	61	 
			
	 Section 11.03
	 	 Opinion of Counsel to Be Given to Trustee
	  	 	61	 
	
	ARTICLE 12	 
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	  

			
	 Section 12.01
	 	 Indenture and Notes Solely Corporate Obligations
	  	 	62	 


  
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	ARTICLE 13	  

	INTENTIONALLY OMITTED	 
	
	ARTICLE 14	  

	CONVERSION OF NOTES	 
			
	 Section 14.01
	 	 Conversion Privilege
	  	 	62	 
			
	 Section 14.02
	 	 Conversion Procedure; Settlement Upon Conversion
	  	 	62	 
			
	 Section 14.03
	 	 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole
Fundamental Change
	  	 	65	 
			
	 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
	  	 	77	 
			
	 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
	  	 	81	 
			
	 Section 15.02
	 	 Repurchase at Option of Holders Upon a Fundamental Change
	  	 	83	 
			
	 Section 15.03
	 	 Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice
	  	 	86	 
			
	 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
	  	 	87	 
	
	ARTICLE 16	  

	OPTIONAL REDEMPTION	 
			
	 Section 16.01
	 	 Optional Redemption for Changes in the Tax Law of the Relevant Taxing Jurisdiction
	  	 	88	 
	
	ARTICLE 17	  

	MISCELLANEOUS PROVISIONS	 
			
	 Section 17.01
	 	 Provisions Binding on Company’s Successors
	  	 	90	 


  
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	 Section 17.02
	 	 Official Acts by Successor Corporation
	  	 	90	 
			
	 Section 17.03
	 	 Addresses for Notices, Etc.
	  	 	90	 
			
	 Section 17.04
	 	 Governing Law; Jurisdiction
	  	 	91	 
			
	 Section 17.05
	 	 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
	  	 	93	 
			
	 Section 17.14
	 	 Force Majeure
	  	 	94	 
			
	 Section 17.15
	 	 Calculations
	  	 	94	 
			
	 Section 17.16
	 	 U.S.A. Patriot Act
	  	 	94	 
	
	EXHIBIT	  

			
	 Exhibit A
	 	 Form of Note
	  	 	A-1	 
			
	 Exhibit B
	 	 Form of Authorization Certificate
	  	 	B-1	 


  
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 INDENTURE dated as of July 1, 2019 between QUDIAN INC., a Cayman Islands exempted
company, as issuer (the “Company,” as more fully set forth in Section 1.01) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, 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 1.00% Convertible Senior Notes due 2026 (the
“Notes”), initially in an aggregate principal amount not to exceed US$345,000,000, 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). 

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

  
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 “ADS” means an American Depositary Share, issued pursuant to the 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 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, or any successor entity thereto. 
 “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. 
 “Agents” means the Paying 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). 

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

  
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 “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 Variable Interest Entities” 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. 

“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 designated corporate trust office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date hereof is located at (i) for purposes of surrender, transfer or exchange of any Note, Deutsche Bank Trust Company Americas, c/o DB Services Americas, Inc., 5022 Gate
Parkway, Suite 200, Jacksonville, FL 32256, Attn: Transfer Department and (ii) for all other purposes, Deutsche Bank Trust Company Americas, Trust and Agency Services, 60 Wall St., 24th
Floor, MS NYC 60-2407, New York, NY 10005, USA, Attention: Corporate Team/Qudian Inc., 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). 

  
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 “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. 

“Deposit Agreement” means the deposit agreement dated as of October 17, 2017, 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. 

“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. 
 “Existing Principal Shareholder” means Mr. Min Luo,
together with any other “person” or “group” subject to aggregation or attribution of the Common Equity of the Company (including Common Equity held in the form of ADSs) under Section 13(d) of the Exchange Act. 

“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. 

  
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 “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 Existing Principal Shareholder, 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 Common Equity
(including Common Equity held in the form of ADSs) representing more than 50% of the voting power of the Company’s Common Equity, or (ii) Ordinary Shares representing more than 50% of the outstanding Ordinary Shares (including Ordinary
Shares held in the form of ADSs), or (B) the Existing Principal Shareholder has become the direct or indirect beneficial owner of the Company’s Common Equity (including Common Equity held in the form of ADSs) representing more than 85% of
the voting power of the Company’s Common Equity, based on any Schedule TO or any schedule, form or report under the Exchange Act disclosing the same filed by the Existing Principal Shareholder (or any other “person” or
“group” subject to aggregation or attribution of the Common Equity of the Company under Section 13(d) of the Exchange Act); 

(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 Variable Interest 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 Common Equity (including Common Equity 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); 

  
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 (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 Variable Interest 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 that the Company has not furnished to the Trustee on or before the 20th calendar day after the date of such Change in Law an opinion from an independent financial advisor or an independent legal counsel stating either
(x) that the Company is able 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), taken as a whole, as reflected
in the Company’s consolidated financial statements for the most recent fiscal quarter (including after giving effect to any corporate restructuring or reorganization plan of the Company Group) or (y) that such Change in Law would not
materially adversely affect the Company’s ability to make principal and interest payments on the Notes when due or to effect the conversion of the Notes in accordance herewith, 

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,
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 considered a Fundamental Change pursuant to clause (a) of this
definition. 

  
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 “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). 

“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, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers named in the Purchase Agreement. 

“Interest Payment Date” means each July 1 and January 1 of each year or, if the relevant date is not a Business
Day, the immediately following Business Day, beginning on January 1, 2020. 
 “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). 

  
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 “Maturity Date” means July 1, 2026. 

“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 (if any) all of the Regulation S 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. 
 “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 June 25, 2019, as supplemented by the pricing term
sheet dated June 26, 2019, 2019, relating to the offering and sale of the Notes. 
 “Officer” means, with respect to
the Company, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Treasurer. 

“Officers’ Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and
that is signed by two Officers 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$0.0001 per share, at the date of this Indenture, subject to Section 14.07. 

  
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 “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 cancelled by the Trustee or accepted by the Trustee 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); 

(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. 

“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 June 26, 2019, 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 ADSs (or other applicable security) have the right to receive any cash, securities or other property or in which ADSs (or other
applicable 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). 

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

 “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 June 15 or December 15 (whether or not
such day is a Business Day) immediately preceding the applicable July 1 or January 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, if any, initially offered and sold outside the United States pursuant to Regulation S.

 “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, in any case, who shall have direct responsibility for the
administration of this Indenture. 
 “Restricted Deposit Agreement” means the amended and restated deposit agreement
for restricted securities dated as of July 1, 2019 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. 

  
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 “Restricted Securities” shall have the meaning specified in
Section 2.05(c). 
 “Rule 144” means Rule 144 as promulgated under the Securities Act. 

“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. 

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day. 

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

  
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 “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. 
 “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). 

“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 “1.00% Convertible Senior Notes due 2026.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to US$345,000,000, 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. 

  
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 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, or, if any
Note is a Global Note, in accordance with the procedures of the Depositary. 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 Paying Agent 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 Paying Agent 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. 

  
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 (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,, 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 Opinion of Counsel contemplated in the immediately following paragraph, 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, and including a statement that the Notes, when authenticated and delivered by the Trustee, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to
customary exceptions; (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 reasonably 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 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. 

  
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 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. Deutsche Bank Trust Company Americas is hereby initially appointed the “Note Registrar” and “Trustee” 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 Trustee, 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 to the Trustee, 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 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. 

  
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 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 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. 
 Neither the Trustee nor the Note Registrar shall have any 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. 

  
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 (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 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): 

  
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 THIS SECURITY, THE AMERICAN DEPOSITARY SHARES DELIVERABLE UPON CONVERSION OF THIS SECURITY
AND THE CLASS A 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, AND HAS NOT BEEN FOR THE IMMEDIATELY PRECEDING THREE MONTHS, AN AFFILIATE OF QUDIAN INC. (THE “COMPANY”), 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. 

  
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 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 MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE, THE AMERICAN DEPOSITARY SHARES DELIVERABLE UPON CONVERSION HEREOF
AND THE CLASS A 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. 

Any 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, as custodian for Cede & Co., 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). 

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 Deutsche Bank Trust Company
Americas as custodian for Cede & Co. 

  
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 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 the Opinion of Counsel contemplated by Section 2.04 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 cancelled. 
 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, cancelled, repurchased, redeemed or transferred, such Global Note shall
be, upon receipt thereof, cancelled 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, cancelled, 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. 

  
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 (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 CLASS A 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 QUDIAN INC. (THE “COMPANY”), 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 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 

  
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 (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 MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THE AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY OR A BENEFICIAL INTEREST THEREIN. 

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). 
 (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 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 Company, the Trustee 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. 

  
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 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 and the Opinion of Counsel contemplated in Section 2.04, 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 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. 

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. 

  
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 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 and Opinion of Counsel contemplated in Section 2.04, 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 Trustee (including any of the Company’s agents, Subsidiaries or Affiliates), to be
delivered and surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be cancelled 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 Trustee shall dispose of cancelled 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. 
 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 the Trustee shall have no liability for any
defect in “CUSIP” numbers as they appear on any Note or notice and 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. 

  
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 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 Sections 17.06 and 2.04, 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 Trustee for cancellation in accordance with Section 2.08 and upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered and such Notes
shall no longer be considered outstanding under this Indenture upon their repurchase. 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 Trustee 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. 
 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 Trustee for cancellation; or (ii) the Company has deposited with
the Trustee 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 and/or
(solely to satisfy the Company’s Conversion Obligation, if applicable) ADSs sufficient to pay all of (or satisfy such Conversion Obligation in respect 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. 

  
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 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”). 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.

 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. 

The Company hereby initially designates Deutsche Bank Trust Company Americas as the Paying Agent, Note Registrar and Conversion Agent and the
Corporate Trust Office and the office or agency of Deutsche Bank Trust Company Americas 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. 

  
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 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 email or
facsimile to the Paying Agent the payment instructions relating to such payment. 
 (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. 

  
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 (d)     Any money 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 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 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 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 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 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. 
 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. 

  
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 (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” requirement of Rule 144), or the Notes are not otherwise freely tradable pursuant to Rule 144 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 (on behalf of the Company and subject to receipt of funds from
the Company pursuant to the last paragraph in Section 4.04(a)) 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, by Holders other than Affiliates of the Company (or Holders that
were Affiliates of the Company during the three months immediately preceding). 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. 

(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 pursuant to Rule 144 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 (on
behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) 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. 

  
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 (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. 

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, including any Additional 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), 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”) unless such withholding, deduction or reduction is required by law or by regulation or governmental policy having the force of law. In the event that any
such withholding, deduction or reduction is so required by or within (1) the Cayman Islands or the People’s Republic of China, (2) any jurisdiction in which the Company or any successor are, for tax purposes, incorporated, organized
or resident or doing business or (3) any jurisdiction from or through which payment is made or deemed made (each of (1), (2) and (3), and in each case, any political subdivision or taxing authority thereof or therein, as applicable, a
“Relevant Taxing Jurisdiction”), 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: 

(1)     for or on account of: 

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

(i)     the existence of any present or former connection between the relevant Holder or beneficial owner
of such Note and the Relevant Taxing Jurisdiction, other than merely acquiring or holding such Note, receiving ADSs (together with 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 Taxing 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; 

  
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 (ii)     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 (except to the extent that the Holder or
beneficial owner would have been entitled to additional amounts had the Note been presented on the last day of such 30 day period); or 

(iii)     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 Taxing 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; provided that, in the case of applicable taxes imposed by the People’s Republic of China, the provision of any certification, information, documents, or other evidence described in this clause (1)(A)(iii)
would not be materially more onerous, in form, in procedure, or in the substance of information disclosed, to a Holder or beneficial owner than comparable information or other reporting requirements imposed under U.S. tax law, regulations and
administrative practice (such as U.S. Internal Revenue Service Forms W-8BEN, W-8BEN-E and
W-9, or any successor forms), and reasonable procedure for the collection of such documentation has been implemented and is in effect at the time that such written request is received; 

(B)     any estate, inheritance, gift, sale, transfer, personal property or similar applicable tax or
excise tax imposed on transfer of the Notes; 

  
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 (C)    any applicable tax that is payable otherwise than
by withholding, deduction or 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 that is substantively comparable and not materially more onerous to comply with) (“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

 (2)    with respect to any payment of the principal of (including the Redemption Price, the Repurchase Price and the
Fundamental Change Repurchase Price, if applicable), premium, if any, or interest, including any Additional 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 or delivery to the extent that such payment or delivery would be required to be included in the income under the laws of the Relevant
Taxing 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)    The Company or its successor shall pay
and indemnify each Holder and beneficial owner for any present or future stamp, issue, registration, value added, court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes (including penalties, interest
and any other reasonable expenses related thereto) which are levied by any Relevant Taxing Jurisdiction (and in the case of enforcement, any jurisdiction) on the execution, delivery, registration or enforcement of any of the Notes, this Indenture or
any other document or instrument referred to therein or the receipt of payments with respect thereto (including the receipt of ADSs (together with payment of cash for any fractional ADS) or other consideration due upon conversion). 

(c)    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 or delivery 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 Trustee, as the case may be, (on
behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay Additional Amounts to Holders on the relevant payment or delivery date. The Trustee and the Paying Agent shall be
entitled to rely solely on such Officers’ Certificate as conclusive proof that payments are necessary and that the estimate of such Additional Amounts set forth in such Officers’ Certificate is accurate. 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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 (d)    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. The Company or its successor shall provide to the Trustee a certified copy of an official receipt or, if
official receipts are not obtainable, other documents reasonably satisfactory to the Trustee evidencing the payment of any applicable taxes so deducted or withheld. The Company or its successor will attach to each certified copy or other document a
certificate stating the amount of such applicable taxes paid per $1,000 principal amount of the Notes then outstanding. Upon request, 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. 
 (e)    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. 

(f)    The foregoing obligations shall survive termination, defeasance or discharge of this Indenture or any transfer by a
Holder or beneficial owner of its Notes and will apply mutatis mutandis to any jurisdiction in which any successor to the Company is then, for tax purposes, incorporated, organized or resident or doing business (or any political subdivision
or taxing authority thereof or therein) or any jurisdiction from or through which payment under or with respect to the Notes is made or deemed made by or on behalf of such successor (or any political subdivision or taxing authority thereof or
therein). 
 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 and is 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, 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 May 15 and November 15 in each year beginning with November 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 Deutsche Bank Trust Company Americas 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 three Business Days; 

(d)    failure by the Company to issue notices in connection with redemption in respect of a Change in Tax Law in
accordance with Section 16.01 or Section 14.03(g), a Company Notice in accordance with Section 15.01(a), a Fundamental Change Company Notice in accordance with Section 15.02(c) or a 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$25 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$25 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; 

  
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 (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 

(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 written request of such Holders shall (subject to being indemnified and/or secured and/or pre-funded to its reasonable 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 and the Holders. 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. 

  
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 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. 
 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 180th 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 181st 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
181st 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 271st 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 271st 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 271st 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 reasonably 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. 
 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 to the Trustee, including to its agents and counsel, hereunder and any payments due to the Paying Agent, the Conversion Agent and the Note Registrar; 

  
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 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; 

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

(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 written 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), it being understood that the Trustee shall have no obligation to determine whether any action or inaction would prejudice the rights of any Holder.
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 reasonable 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 or, if later, within 15 days after written notice thereof is provided to the Trustee,
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 of Default unless it has received written notice thereof, with a reference to this Indenture. 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 (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 reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. The Trustee shall not be deemed to have knowledge of any
Event of Default unless it has received an actual written notice thereof. 

  
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 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 
 (ii)    in the absence of gross negligence and willful misconduct
on the part of the Trustee, as proven in a non-appealable 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 non-appealable 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 or Conversion 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 or
Conversion Agent; 

  
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 (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; 
 (j)    [RESERVED];  

(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 reasonably 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 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. 

  
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 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; 
 (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; 

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

(k)    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; 
 (l)    the Trustee shall not be responsible for
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 
 (m)    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 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 non-appealable 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, counsel and employees) in any capacity under this Indenture (including without limitation as Note Registrar, 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, counsel or employees, as the case may be, as proven in a non-appealable 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, counsel and employees of the Trustee. Subject to Section 7.02(e), any gross negligence or willful misconduct of any agent, delegate, attorney or representative, in each case, of the Trustee, shall not affect
indemnification of the Trustee. 

  
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 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. 

The obligations of the Company under this paragraph (a) shall survive the payment of the Notes, the termination or discharge of the
Indenture and the resignation, replacement or removal of the Trustee, the Paying Agent, the Conversion Agent and the Note Registrar. 

(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. 

Section 7.07    [Reserved.]  

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 30
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 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. 

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. 

  
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 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. 
 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. 

  
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 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
Variable Interest Entity thereof or by any Affiliate of the Company or any Subsidiary or Consolidated Variable Interest 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 Variable Interest Entity thereof or an Affiliate of the Company or a Subsidiary or Consolidated Variable Interest 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. 
 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; 

  
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 (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. 
 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. 

  
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 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 or any credit enhancements of similar nature 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)    to comply with the rules of the Depositary, including the DTC; 

(i)    to evidence and provide for the acceptance of the appointment of a successor trustee in accordance with this
Indenture; or 
 (j)    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, that all conditions precedent hereto have been satisfied, and that such supplemental Indenture
or amendment is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 

  
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 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)    alter the manner of calculation or rate of accrual of interest on any Note or change the time of payment of any
instalment of interest on any Note; 
 (c)    reduce the principal of or change 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 or change any Note’s place of payment; 

(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)    modify provisions with respect to modification, amendment or waiver (including waiver of events of default), except
to increase the percentage required for modification, amendment or waiver or to provide for consent of each affected Holder of Notes. 

  
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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 the Opinion of Counsel contemplated in Section 2.04 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, is permitted or authorized by this Indenture, is the valid and binding obligation of the Company and enforceable against it in accordance with its
terms, 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 Variable Interest 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 United States, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands or Bermuda 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 Successor Company, 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 such opinion of counsel also stating that the Notes and this Indenture are the legal, valid, binding
and enforceable obligations of the Successor Company; 
 (c)    immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the Notes; 

(d)    the Company shall have undertaken commercially reasonable efforts to restructure the Notes so that, after giving
effect to such transaction, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof; 

(e)    if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the terms
of this Indenture into securities issued by an issuer other than the Successor Company, and (y) such Successor Company is a wholly owned subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer
shall fully and unconditionally guarantee on a senior basis the Successor Company’s obligations under the Notes; and 

(f)    other conditions specified in this Indenture are met. 

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 Variable Interest Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or Consolidated Variable Interest 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. 

  
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 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. 

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. 

  
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 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 Scheduled Trading Day immediately preceding the Maturity Date into ADSs at an initial conversion rate of 106.2756 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”). 

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. 

  
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 (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 and the
Trustee, (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 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. 
 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. 

  
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 (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 any 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 Company 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 Company 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 and/or indemnify each Holder and beneficial owners of Notes and/or ADSs issuable upon conversion of the Notes for
applicable fees and expenses payable to, or withheld by, the ADS Depositary (including, for the avoidance of doubt, by means of a reduction in any amounts or property payable or deliverable in respect of any ADSs or in the value of deposited amounts
or property represented by any ADSs) for the issuance of all ADSs deliverable upon conversion (including, with respect to any ADSs subject to restricted CUSIP and/or restrictive legends upon issuance, any of the foregoing with respect to the removal
of any such restrictions from such 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. 
 (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 second 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 second 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. 

  
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 (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 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, and any other information
or documentation and shall comply with the 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. 
 Section 14.03     Increased Conversion Rate Applicable to Certain Notes
Surrendered in Connection with Make-Whole Fundamental Change. (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 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. 

  
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 (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. 

(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
	  	$7.38	 	  	$8.00	 	  	$8.50	 	  	$9.00	 	  	$9.41	 	  	$10.00	 	  	$12.50	 	  	$15.00	 	  	$20.00	 	  	$25.00	 	  	$30.00	 	  	$35.00	 
	 July 1, 2019
	  	 	29.2257	 	  	 	24.5400	 	  	 	21.4388	 	  	 	18.8178	 	  	 	16.9628	 	  	 	14.6790	 	  	 	8.3624	 	  	 	5.0513	 	  	 	2.0115	 	  	 	0.8036	 	  	 	0.2743	 	  	 	0.0511	 
	 July 1, 2020
	  	 	29.2257	 	  	 	24.5400	 	  	 	21.4388	 	  	 	18.8178	 	  	 	16.9628	 	  	 	14.5580	 	  	 	7.9312	 	  	 	4.6420	 	  	 	1.7640	 	  	 	0.6700	 	  	 	0.2100	 	  	 	0.0306	 
	 July 1, 2021
	  	 	29.2257	 	  	 	24.5400	 	  	 	21.4388	 	  	 	18.2444	 	  	 	16.0691	 	  	 	13.4960	 	  	 	7.0352	 	  	 	4.0247	 	  	 	1.4650	 	  	 	0.5176	 	  	 	0.1377	 	  	 	0.0086	 
	 July 1, 2022
	  	 	29.2257	 	  	 	19.7875	 	  	 	17.1447	 	  	 	14.9156	 	  	 	13.3422	 	  	 	11.4100	 	  	 	6.1392	 	  	 	3.4693	 	  	 	1.1720	 	  	 	0.3648	 	  	 	0.0707	 	  	 	0.0000	 
	 July 1, 2023
	  	 	29.2257	 	  	 	19.7875	 	  	 	17.1447	 	  	 	14.8944	 	  	 	13.1456	 	  	 	11.0270	 	  	 	5.4712	 	  	 	2.8620	 	  	 	0.8280	 	  	 	0.2040	 	  	 	0.0167	 	  	 	0.0000	 
	 July 1, 2024
	  	 	29.2257	 	  	 	19.7875	 	  	 	17.1400	 	  	 	14.2767	 	  	 	12.3146	 	  	 	9.9900	 	  	 	4.3064	 	  	 	1.9773	 	  	 	0.4435	 	  	 	0.0664	 	  	 	0.0000	 	  	 	0.0000	 
	 July 1, 2025
	  	 	29.2257	 	  	 	19.7875	 	  	 	15.7212	 	  	 	12.3100	 	  	 	10.0680	 	  	 	7.5500	 	  	 	2.3736	 	  	 	0.8473	 	  	 	0.1195	 	  	 	0.0024	 	  	 	0.0000	 	  	 	0.0000	 
	 July 1, 2026
	  	 	29.2257	 	  	 	18.7250	 	  	 	11.3718	 	  	 	4.8356	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 


  
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 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$35.00 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$7.38 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 135.5013 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. 

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.” 

  
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 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). 

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, the
Paying Agent and the Conversion Agent and shall be conclusive and binding on the Holders, absent manifest error. 

  
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 (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: 
  

					
	CR1	 	= CR0 x	 	 OS1

 

                          
                                      

	 	OS0

 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, 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.

 Any adjustment made under this Section 14.04(a) shall become effective immediately after the close of business on the
Record Date for the ADSs 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. 

  
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 (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: 

 

					
	 CR1
	 	 = CR0 x
	 	 OS0 + X

 

                          
                                         
                                         
                                        


	 	OS0 + Y

 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.

 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. 

  
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 (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: 

 

					
	 CR1
	 	 = CR0 x
	 	 SP0

 

                          
                                         
                                         
                                         
                                         
      

	 	SP0 – FMV

 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.

 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. 

  
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 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:

  

					
	 CR1
	 	 = CR0 x
	 	
FMV0 + MP0

 

                          
                                         
                                         
                                         
                                         
                          

	 	 MP0


 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.

 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. 

  
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 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. 
 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). 

  
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 (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: 
  

					
	 CR1
	 	 = CR0 x
	 	 SP0

 

                          
                                         
                                         
                        

	 	SP0 – C

 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).

 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. 

  
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 (e)     If the Company or any of its Subsidiaries or Consolidated
Variable Interest 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: 
  

					
	 CR1
	 	 = CR0 x
	 	 AC + (SP1 x OS1)
  

                          
                                         
                                         
                                         
                                         
                                         
                                         
            

	 	 OS0 x SP1


 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.

 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. 

  
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 (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 Variable Interest Entities; 

(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. 

  
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 (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). 

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, 

  
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 (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 Variable Interest 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. 

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. 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] 

  
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 (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. 
 (d)    The Company further covenants to take all
actions and obtain all approvals and registrations as are necessary or appropriate 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 at all times, for the benefit of the Holders, a number of ADSs available for issuance under a registration statement on Form F-6 equal to at least the maximum number of ADSs
potentially required to satisfy conversions of the Notes from time to time as Notes are presented for conversion (with such maximum number of ADSs determined for such purpose assuming the maximum number of additional ADSs have been added to the
applicable Conversion Rate pursuant to Section 14.02 hereof). 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 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. 

  
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 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; 
 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. 

  
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 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. 

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
July 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”); 

  
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 (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. 
 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 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. 

  
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 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 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. 

(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. 

  
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 (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 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. 

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 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. 

  
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 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; 
 (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 

  
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 (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. 

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 Business Day immediately preceding the Repurchase Date or prior to the close of business on the 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. 

  
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 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, one Business Day prior to 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). 
 (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 

  
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 (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 Taxing 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 which is not publicly
announced before, and becomes effective after, June 26, 2019 (or, if the Relevant Taxing Jurisdiction was not a Relevant Taxing Jurisdiction on such date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction
under this Indenture) in the laws or any rules or regulations of a Relevant Taxing Jurisdiction; or 
 (b)    any change
which is not publicly announced before, and becomes effective on or after, June 26, 2019 (or, if the Relevant Taxing Jurisdiction was not a Relevant Taxing Jurisdiction on such date, the date on which such Relevant Taxing Jurisdiction became a
Relevant Taxing Jurisdiction under this Indenture) in any written 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 Taxing Jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination); 

(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 reasonable measures available to the Company (provided that changing the jurisdiction of incorporation of the Company shall be deemed not to be a reasonable measure); and (ii) prior to or simultaneously
with the notice of redemption, the Company delivers to the Trustee an opinion of outside legal counsel of recognized standing in the Relevant Taxing Jurisdiction specializing in taxation that the Company has or will become, on or before the
Redemption Date, obligated to pay such additional amounts as a result of a Change in Tax Law and an Officers’ Certificate stating that such obligation cannot be avoided by taking reasonable measures available to the Company. 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. 

  
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 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, 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 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. If the Company directs the Trustee to distribute the notice to Holders of Notes, the Company will give such direction to the Trustee at least two Business Days prior to the date on which the Company directs the Trustee to
send the notice to Holders of Notes. 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. The notice of redemption may not be revoked or subject to conditions, and outstanding Notes will become due
and payable at the redemption price on the redemption date specified in the related notice. 
 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 any taxes of such Relevant Taxing Jurisdiction 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. 

  
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 A Holder electing to not have its Notes redeemed must deliver to the Trustee and the Paying
Agent a written notice of election so as to be received by the Trustee and Paying Agent no later than the close of business on the 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 Trustee and 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 Tower A, AVIC Zijin Plaza, Siming District,
Xiamen, Fujian Province 361000, People’s Republic of China. 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 Deutsche Bank Trust Company Americas, Trust and Agency Services, 60 Wall Street, 24th Floor, Mail Stop: NYC60-1630, New York, New York 10005, Attn: Corporates Team, Facsimile: (732)
578-4635. 
 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. 

  
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 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, 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, 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. 

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. 

  
 91 













 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    Service of Process. The Company
irrevocably appoints Cogency Global Inc. located at 10 East 40th Street, 10th Floor, New York, New York 10016 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
Tower A, AVIC Zijin Plaza, Siming District, Xiamen, Fujian Province 361000, People’s Republic of China, 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 eight 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 and/or
Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided, however, that such Opinion of Counsel shall not be required in connection with the Notes initially issued hereunder. 

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. 

  
 92 













 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. 

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. 

  
 93 













 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, and in no instance shall the Trustee or the Conversion Agent be responsible for making such calculations. 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 Trustee, the Paying agent and the Conversion Agent. 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. 

Section 17.16    U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326
of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The Company agrees that it will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

[Remainder of page intentionally left blank] 

  
 94 













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

			
	QUDIAN INC.
		
	 By:
  
	 	 /s/ Min Luo

 

		 	Name: Min Luo
		 	Title:   Chief Executive Officer



  
 [Signature Page to
Indenture] 














			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

		
	 By:
  
	 	 /s/ Robert S. Peschler

		 	Name: ROBERT S. PESCHLER
		 	Title:   VICE PRESIDENT
		
	 By:
  
	 	 /s/ Jacqueline Bartnick

		 	Name: Jacqueline Bartnick
		 	Title:   Director



  
 [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 AND 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 CLASS A 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, AND HAS NOT BEEN FOR THE IMMEDIATELY PRECEDING THREE MONTHS, AN AFFILIATE OF QUDIAN INC. (THE “COMPANY”), 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 MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE, THE AMERICAN DEPOSITARY SHARES DELIVERABLE UPON CONVERSION HEREOF AND THE CLASS A ORDINARY SHARES REPRESENTED
THEREBY, OR A BENEFICIAL INTEREST HEREIN OR THEREIN.] 

  
 A-2 













 QUDIAN INC. 

1.00% Convertibile Senior Note due 2026 
 No.
[                    ]
                                         
                                         
                                  [Initially]1 US$                     

CUSIP No. [                    ] 

Qudian 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$345,000,000 in aggregate at any time, in accordance with the rules and procedures of the Depositary, on July 1, 2026, and interest thereon as set forth below.

 This Note shall bear cash interest at the rate of 1.00% per year from, and including, July 1, 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 July 1, 2026. Interest is payable semi-annually in arrears on each July 1 and January 1, commencing on
January 1, 2020, to Holders of record at the close of business on the preceding June 15 and December 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 Deutsche Bank Trust Company Americas 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 by the Trustee under the Indenture. 

[Remainder of page intentionally left blank] 

  
 A-4 













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

 

			
	QUDIAN INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-5 













 Dated: 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 DEUTSCHE BANK
TRUST COMPANY AMERICAS 
 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] 

QUDIAN INC. 
 1.00% Convertible
Senior Note due 2026 
 This Note is one of a duly authorized issue of Notes of the Company, designated as its 1.00% Convertible Senior
Notes due 2026 (the “Notes”), limited to the aggregate principal amount of US$345,000,000, subject to Section 2.10 of the Indenture, all issued or to be issued under and pursuant to an Indenture dated as of July 1 2019
(the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, 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, including any Additional 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. 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
Scheduled Trading 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 

QUDIAN INC. 
 1.00% Convertible
Senior Notes due 2026 
 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:	 QUDIAN INC. 



Tower A, AVIC Zijin Plaza 

Siming District, Xiamen 
 Fujian
Province 361000 
 People’s Republic of China 

+86-592-5911580 

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Conversion Agent 

Deutsche Bank Trust Company Americas 

c/o DB Services Americas, Inc., Attn: Reorg Dept., 

5022 Gate Parkway, Suite 200, Jacksonville, FL 32256 

Ref: Cusip 0090040AA4, AT4055, Qudian Inc. 

Tel. +1-877-843-9767,
Email: db.reorg@db.com 
 Fax:
+1-615-866-3889 

DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADS Depositary 

60 Wall Street 
 New York, NY
10005 United States 
 Fax:
+1-732-544-6346, Email: adr@db.com 

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 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. 

  
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 [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: 

(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 Conversion ADSs if the undersigned (or such other account) becomes an Affiliate of the Company. 

  
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 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.]7 
 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: 
  

 

	7 	 Include if a Restricted Security. 



  
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	 Name:
	  	 Deutsche Bank Trust Company Americas

		  	 DTC Account: #2655]8 


 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 
  

 

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




  
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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 

  
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 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 
  

	To:	 QUDIAN INC. 



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Qudian 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. 

  
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 ATTACHMENT 3 

[FORM OF REPURCHASE NOTICE] 
  

	To:	 QUDIAN INC. 



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Qudian 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. 

  
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 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 Qudian 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]9; 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). 

 
  

	9 	 Include if Regulation S Note. 



  
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	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. 

  
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 EXHIBIT B 

[FORM OF AUTHORIZATION CERTIFICATE] 
 I, [Name],
[Title], acting on behalf of Qudian 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 July 1, 2019 between the Company and Deutsche Bank Trust Company Americas, as trustee, in relation to the 1.00% Convertible Senior Notes due
2026 (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 Deutsche Bank
Trust Company Americas 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. 

  
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 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:



  
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 SCHEDULE I 
  

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

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  



  
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