Purchase Agreement – Form 6-K

50% of the outstanding principal amount of the Notes (the "Relevant Notes") shall be deemed redeemed and the Relevant Notes shall be cancelled forthwith upon the execution of the Fourth Amendment and Supplemental Agreement. In consideration of the redemption and cancellation of the Relevant Notes and the extension of the Maturity Date, and taking into account the fair market value of the Notes as of October 31, 2022 determined by the independent valuers engaged by the Parties, the Company agrees to pay PAOH and An Ke a total amount of US$1,071,064,189.92, together with the unpaid interest accrued on the Relevant Notes, within one year after December 6, 2022 as agreed by the Parties in writing.

each of PAOH and An Ke has the right in the manner provided in the Notes, as applicable, to convert the whole or any part of the remaining 50% outstanding principal amount of the Notes, as applicable, into ordinary shares of the Company, par value US$0.00001 per share (or the American depositary shares representing ordinary shares of the Company), during the period starting from April 30, 2026 until the date which is five (5) business days before (and excluding) October 8, 2026, at an initial conversion price of US$14.8869 per ordinary share (as adjusted under the terms and conditions of the Notes). Unless converted or purchased and cancelled prior to the Maturity Date, the Company will redeem the remaining 50% outstanding principal amount of the Notes together with accrued interests on the Maturity Date.