Common use of Transfer Consideration Clause in Contracts

Transfer Consideration. 3.1.1 Each party agrees that, subject to the terms and conditions stipulated in this Agreement, as consideration for the Transferee’s acquisition of the Target Equity held by the Transferor, the Transferee shall pay to the Transferor and/or to the entity(ies) designated by the Transferor (collectively referred to as the “Transferor’s Designated Entity”) a total amount of US$ Fifty-seven Million Four Hundred Fifty Thousand (57,450,000) (the “Transfer Consideration”) . 3.1.2 The Parties agree that, as stated in the Company’s financial statements as of December 31, 2024, the book value of Nanjing Lucun’s net assets is approximately US$ Fifty-seven Million Four Hundred Twelve Thousand (57,412,000). 3.1.3 The parties hereby further confirm, recognize and agree that the payment of US$ Fifty-seven Million Four Hundred Fifty Thousand (57,450,000) by the transferee to the designated entity of the transferor after the above-mentioned offset shall be deemed as the total consideration received by the transferor for the sale and transfer of the target equity to the transferee, and shall constitute the full and complete performance of the transferee’s obligation to pay any consideration for the purchase of the target equity. 3.1.4 Within forty-five (45) business days from the effective date of this Agreement (the “Signing Date”), the Transferee shall make an advance payment of 20% of the total equity Transfer Consideration, amounting to US$ Eleven Million Four Hundred Ninety Thousand (11,490,000) (the “Transfer Consideration I”), to the entity designated by the Transferor. Moreover, the transferor and the target company shall cooperate with the transferee to complete the industrial and commercial change registration in the corresponding market supervision and management departments. The Transfer Consideration I shall be paid by the transferee after all the preconditions listed in Article 7.1 of this Agreement (“Delivery Preconditions”) are met (or exempted by the transferee in writing). The delivery date (“delivery date”) shall be the day when both of the following two conditions are met: (i) the Transfer Consideration I is paid, and (ii) the industrial and commercial change registration of the target company is completed. 3.1.5 Within three hundred and sixty (360) natural days from the delivery date, the transferee shall pay the Transfer Consideration (“Transfer Consideration II”, together with the Transfer Consideration I, collectively referred to as “Transfer Consideration”) of US$ Forty-Five Million Nine Hundred Sixty Thousand (45,960,000) for all the remaining shares sold and transferred. 3.1.6 The parties agree that after the completion of the delivery according to the provisions of this Agreement, the aforesaid payment arrangement for Transfer Consideration or the payment arrangement for Transfer Consideration agreed by the parties in writing shall not affect the effectiveness of the delivery on the premise that it is performed on time according to schedule agreed by the parties.

Transfer Consideration. 3.1.1 Each party agrees thatThe Parties agree, subject to the terms and conditions stipulated set forth in this Agreement, that as the consideration for the Transferee’s acquisition purchase of the Target Equity held by the Transferor, the Transferee shall pay to RMB 6,204,000 (Six Million Two Hundred Four Thousand yuan) (”Consideration”)to the Transferor and/or to the entity(ies) any entity designated by the Transferor (the Transferor and such designated entities collectively referred to as the “Transferor’s Transferor Designated EntityEntities”) a total amount of US$ Fifty-seven Million Four Hundred Fifty Thousand (57,450,000) (the “Transfer Consideration”) ). 3.1.2 The Parties agree that, as stated in the Company’s financial statements as of December 31, 2024, the book value of Nanjing Lucun’s net assets is approximately US$ Fifty-seven Million Four Hundred Twelve Thousand (57,412,000). 3.1.3 The parties hereby further confirm, recognize acknowledge, and agree that the payment of US$ Fifty-seven RMB 6,204,000 (Six Million Two Hundred Four Hundred Fifty Thousand (57,450,000yuan) by the transferee to the designated entity of the transferor after the above-mentioned offset Transferor Designated Entities shall be deemed as to be the total full consideration received by the transferor Transferor for the sale and transfer of the target equity Target Equity to the transfereeTransferee, and shall constitute the complete and full and complete performance of the transfereeTransferee’s obligation to pay any consideration for the purchase of the target equityTarget Equity. 3.1.3 The Parties confirm that, according to the appraisal report issued by the appraisal institution recognized by the Transferee, the total equity value of Guangzhou 3e Network Technology Company Limited as of March 21, 2025, is approximately RMB 10,340,000 (Ten Million Three Hundred Forty Thousand yuan), to which the Transferee has no objections. 3.1.4 Within forty-five The Transferee shall, within fifteen (4515) business calendar days from the effective date of this Agreement (the “Signing Date”), the Transferee shall make an advance initial payment of 20% of the total equity Transfer ConsiderationPrice, amounting to US$ Eleven i.e., RMB 1,240,800 (One Million Four Two Hundred Ninety Forty Thousand (11,490,000Eight Hundred yuan) (the “” Transfer Consideration I”), to the entity designated by the TransferorTransferor Designated Entities. MoreoverAdditionally, the transferor Transferor and the target company Target Company shall cooperate with the transferee Transferee to complete the industrial and commercial registration change registration in with the corresponding relevant market supervision and management departmentsauthorities within ten (10) calendar days from the effective date of this Agreement. The Transfer Consideration I equity transfer shall be paid by the transferee processed and delivered only after all the preconditions listed conditions precedent set forth in Article Section 7.1 of this Agreement (the “Delivery PreconditionsClosing Conditions”) are met have been fully satisfied (or exempted waived in writing by the transferee in writingTransferee). The delivery date Closing Date (the “delivery dateClosing Date”) shall be the day when both date on which the earlier of the following two conditions are is met: (i) completion of the payment of Transfer Consideration I is paidI, and (ii) completion of the industrial and commercial registration change registration of the target company is completedTarget Company. 3.1.5 Within three hundred and sixty The Transferee shall, within six (3606) natural days months from the delivery dateeffective date of this Agreement (the “Signing Date”), the transferee shall pay the remaining Transfer Consideration of RMB 4,963,200 (Four Million Nine Hundred Sixty-Three Thousand Two Hundred yuan) to the Transferor Designated Entities (the “Transfer Consideration II”, together with the ). Transfer Consideration I, collectively I and Transfer Consideration II together are referred to as the “Transfer Consideration”) of US$ Forty-Five Million Nine Hundred Sixty Thousand (45,960,000) for all the remaining shares sold and transferred. 3.1.6 The parties Parties agree that after that, upon the completion of the delivery according to Closing in accordance with the provisions of this Agreement, the aforesaid payment arrangement for above-mentioned Transfer Consideration payment arrangements or the payment arrangement for any other Transfer Consideration payment arrangements separately agreed in writing by the parties in writing Parties shall not affect the effectiveness of the delivery on Closing, provided that the premise that it Transfer Consideration is performed paid on time according to schedule in accordance with the agreed timeline as set forth in the aforementioned payment arrangements or any separate written agreement made by the partiesParties.

Transfer Consideration. 3.1.1 Each party agrees thatThe Parties agree, subject to the terms and conditions stipulated set forth in this Agreement, that as the consideration for the Transferee’s acquisition purchase of the Target Equity held by the Transferor, the Transferee shall pay to RMB 1,390,000 (One Million Three Hundred and ninety Thousand yuan) (“Consideration”)to the Transferor and/or to the entity(ies) any entity designated by the Transferor (the Transferor and such designated entities collectively referred to as the “Transferor’s Transferor Designated EntityEntities”) a total amount of US$ Fifty-seven Million Four Hundred Fifty Thousand (57,450,000) (the “Transfer Consideration”) ). 3.1.2 The Parties agree that, as stated in the Company’s financial statements as of December 31, 2024, the book value of Nanjing Lucun’s net assets is approximately US$ Fifty-seven Million Four Hundred Twelve Thousand (57,412,000). 3.1.3 The parties hereby further confirm, recognize acknowledge, and agree that the payment of US$ Fifty-seven RMB 1,390,000 (One Million Four Three Hundred Fifty and ninety Thousand (57,450,000yuan) by the transferee to the designated entity of the transferor after the above-mentioned offset Transferor Designated Entities shall be deemed as to be the total full consideration received by the transferor Transferor for the sale and transfer of the target equity Target Equity to the transfereeTransferee, and shall constitute the complete and full and complete performance of the transfereeTransferee’s obligation to pay any consideration for the purchase of the target equityTarget Equity. 3.1.3 The Parties confirm that, according to the appraisal report issued by the appraisal institution recognized by the Transferee, the total equity value of GuangZhou 3E Network Technology Company Limited as of March 21, 2025, is approximately RMB 1,390,000 (One Million Three Hundred and ninety Thousand yuan), to which the Transferee has no objections. 3.1.4 Within forty-five The Transferee shall, within fifteen (4515) business calendar days from the effective date of this Agreement (the “Signing Date”), the Transferee shall make an advance initial payment of 20% of the total equity Transfer ConsiderationPrice, amounting to US$ Eleven Million Four Hundred Ninety Thousand i.e., RMB 278,000 (11,490,000Two hundred and seventy-eight thousand yuan) (the “Transfer Consideration I”), to the entity designated by the TransferorTransferor Designated Entities. MoreoverAdditionally, the transferor Transferor and the target company Target Company shall cooperate with the transferee Transferee to complete the industrial and commercial registration change registration in with the corresponding relevant market supervision and management departmentsauthorities within ten (10) calendar days from the effective date of this Agreement. The Transfer Consideration I equity transfer shall be paid by the transferee processed and delivered only after all the preconditions listed conditions precedent set forth in Article Section 7.1 of this Agreement (the “Delivery PreconditionsClosing Conditions”) are met have been fully satisfied (or exempted waived in writing by the transferee in writingTransferee). The delivery date Closing Date (the “delivery dateClosing Date”) shall be the day when both date on which the earlier of the following two conditions are is met: (i) completion of the payment of Transfer Consideration I is paidI, and (ii) completion of the industrial and commercial registration change registration of the target company is completedTarget Company. 3.1.5 Within three The Transferee shall, within six (6) months from the effective date of this Agreement (the “Signing Date”), pay the remaining Transfer Consideration of RMB 1,112,000 (One million one hundred and sixty twelve thousand yuan) to the Transferor Designated Entities (360) natural days from the delivery date, the transferee shall pay the Transfer Consideration (“Transfer Consideration II”, together with the ). Transfer Consideration I, collectively I and Transfer Consideration II together are referred to as the “Transfer Consideration”) of US$ Forty-Five Million Nine Hundred Sixty Thousand (45,960,000) for all the remaining shares sold and transferred. 3.1.6 The parties Parties agree that after that, upon the completion of the delivery according to Closing in accordance with the provisions of this Agreement, the aforesaid payment arrangement for above-mentioned Transfer Consideration payment arrangements or the payment arrangement for any other Transfer Consideration payment arrangements separately agreed in writing by the parties in writing Parties shall not affect the effectiveness of the delivery on Closing, provided that the premise that it Transfer Consideration is performed paid on time according to schedule in accordance with the agreed timeline as set forth in the aforementioned payment arrangements or any separate written agreement made by the partiesParties.