Common use of Assignment Price Clause in Contracts

Assignment Price. 4.1 According to the Loan Agreement (hereinafter referred to as the “loan agreement-1”) signed by ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ (hereinafter collectively referred to as the “original shareholder”) and the WFOE on 9 November 2012, the Loan Agreement (hereinafter referred to as the “loan agreement-2” and jointly with loan agreement-1 as “Loan Agreement” in this paragraph) signed by the original shareholder ▇▇▇▇▇▇ ▇▇▇ and the WFOE on 20 June 2014, and the Liability Assumption Agreement signed by the original shareholder ▇▇▇▇▇▇ ▇▇▇ and the WFOE on 20 June 2014 , the original shareholder ▇▇▇▇▇▇ ▇▇▇ owe a debt totaling RMB279,180 to the WFOE. Therefore, the parties hereby agree that the assignment price of the option equity of the original shareholder ▇▇▇▇▇▇ ▇▇▇ shall be equivalent to the amount of the corresponding debt owed by the original shareholder ▇▇▇▇▇▇ ▇▇▇ to the WFOE under the Loan Agreement at the material time; nevertheless, if the minimum assignment price permitted by the then PRC laws is higher than such debt amount, the minimum assignment price permitted by the PRC laws shall prevail. Notwithstanding the above provisions, the original shareholder ▇▇▇▇▇▇ ▇▇▇ shall exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the PRC laws in excess of such debt amount in accordance with the PRC laws and regulations. When the WFOE exercises the Purchase Option granted by the original shareholder ▇▇▇▇▇▇ ▇▇▇, the WFOE shall have the right to pay the assignment price by directly canceling the debts owed by the original shareholder ▇▇▇▇▇▇ ▇▇▇ to the WFOE at the material time. The ratio of the cancelled debt to the total debt owed by the original shareholder ▇▇▇▇▇▇ ▇▇▇ at the material time shall be equivalent to the ratio of the equity assigned by the original shareholder ▇▇▇▇▇▇ ▇▇▇ to the total equity held by them in the Company. 4.2 Except as otherwise provided in Article 4.1 above, each time the WFOE exercise its right, the entire assignment price that the WFOE and/or its designated entity or individual shall pay to each Existing Shareholder shall be RMB One (1); nevertheless, if there are any mandatory provisions on the assignment prices in the PRC laws then, the assignment price shall be the minimum price permitted by the PRC laws. Notwithstanding the above provisions, the Existing Shareholder shall jointly exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the PRC laws in excess of RMB One (1) in accordance with the PRC laws and regulations.