Common use of Transfer Consideration Clause in Contracts

Transfer Consideration. 3.1.1 The Parties agree, subject to the terms and conditions set forth in this Agreement, that as the consideration for the Transferee’s purchase of the Target Equity held by the Transferor, the Transferee shall pay RMB 6,204,000 (Six Million Two Hundred Four Thousand yuan) (”Consideration”)to the Transferor and/or any entity designated by the Transferor (the Transferor and such designated entities collectively referred to as the “Transferor Designated Entities”). 3.1.2 The Parties hereby further confirm, acknowledge, and agree that the payment of RMB 6,204,000 (Six Million Two Hundred Four Thousand yuan) to the Transferor Designated Entities shall be deemed to be the full consideration received by the Transferor for the sale and transfer of the Target Equity to the Transferee, and shall constitute the complete and full performance of the Transferee’s obligation to pay any consideration for the purchase of the Target 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 The Transferee shall, within fifteen (15) calendar days from the effective date of this Agreement (the “Signing Date”), make an initial payment of 20% of the total Transfer Price, i.e., RMB 1,240,800 (One Million Two Hundred Forty Thousand Eight Hundred yuan) (the ” Transfer Consideration I”), to the Transferor Designated Entities. Additionally, the Transferor and the Target Company shall cooperate with the Transferee to complete the industrial and commercial registration change with the relevant market supervision authorities within ten (10) calendar days from the effective date of this Agreement. The equity transfer shall be processed and delivered only after all the conditions precedent set forth in Section 7.1 of this Agreement (the “Closing Conditions”) have been fully satisfied (or waived in writing by the Transferee). The Closing Date (the “Closing Date”) shall be the date on which the earlier of the following two conditions is met: (i) completion of the payment of Transfer Consideration I, and (ii) completion of the industrial and commercial registration change of the Target Company. 3.1.5 The Transferee shall, within six (6) months from the effective date of this Agreement (the “Signing Date”), 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”). Transfer Consideration I and Transfer Consideration II together are referred to as the “Transfer Consideration”. 3.1.6 The Parties agree that, upon the completion of the Closing in accordance with the provisions of this Agreement, the above-mentioned Transfer Consideration payment arrangements or any other Transfer Consideration payment arrangements separately agreed in writing by the Parties shall not affect the effectiveness of the Closing, provided that the Transfer Consideration is paid on time in accordance with the agreed timeline as set forth in the aforementioned payment arrangements or any separate written agreement made by the Parties.

Transfer Consideration. 3.1.1 The Parties agreeEach party agrees that, subject to the terms and conditions set forth stipulated in this Agreement, that as the consideration for the Transferee’s purchase of the Target Equity held by the Transferor, the Transferee shall pay RMB 6,204,000 (Six Million Two Hundred Four Thousand yuan) (”Consideration”)to to the Transferor and/or any entity to the entity(ies) designated by the Transferor (the Transferor and such designated entities collectively referred to as the “Transferor Transferor’s Designated EntitiesEntity”) a total amount of USD Six Million Eight Hundred and Fifty Thousand Only (6,850,000) (the “Consideration”) . 3.1.2 The Parties agree that, according to the valuation report of the Target Company as of June 30, 2025 (the “Valuation Report”), the net assets of the Target Company are approximately USD Six Million Six Hundred and Fifty-One Thousand (6,651,000). 3.1.2 3.1.3 The Parties hereby further confirm, acknowledge, and agree that the payment of RMB 6,204,000 (Six Million Two Hundred Four Thousand yuan) by the Transferee to the Transferor Designated Entities Entity of USD Six Million Eight Hundred and Fifty Thousand Only (6,850,000) shall be deemed to be the as full consideration received receipt by the Transferor of the total consideration for the sale and transfer of the Target Equity to the Transferee, and shall constitute the full and complete and full performance discharge of any obligation of the Transferee’s obligation Transferee to pay any consideration for the purchase of the Target 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 objectionssuch purchase. 3.1.4 The Transferee shall, within fifteen (15Within fifteen(15) calendar business days from the effective date of this Agreement (the “Signing Date”), make an initial payment of 20% the Transferee shall pay the full amount of the total Transfer PriceConsideration, i.e., RMB 1,240,800 (One being USD Six Million Two Hundred Forty Thousand Eight Hundred yuan) and Fifty Thousand Only (the ” Transfer Consideration I”6,850,000), in advance to the Transferor Designated EntitiesEntity. Additionally, the The Transferor and the Target Company shall cooperate with the Transferee to complete the industrial and commercial registration change with the Companies Registry or relevant market supervision authorities within ten (10) calendar days from the effective date of this Agreementgovernmental authority. The equity transfer Transfer Consideration shall be processed and delivered paid by the Transferee only after upon fulfillment (or written waiver by the Transferee) of all the conditions precedent set forth to Closing as listed in Section Clause 7.1 of this Agreement (the “Closing Conditions”) have been fully satisfied (or waived in writing by the Transferee). The Closing Date (the “Closing Date”) shall be the date day on which the earlier both of the following two conditions is metare satisfied: (i) completion of the payment of Transfer Consideration I, and has been fully paid; (ii) completion of the industrial and commercial registration change of the Target CompanyCompany has completed all internal procedures for the share transfer and updated the register of members. 3.1.5 The Transferee shall, within six (6) months from the effective date of this Agreement (the “Signing Date”), 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”). Transfer Consideration I and Transfer Consideration II together are referred to as the “Transfer Consideration”. 3.1.6 The Parties parties agree that, upon that after the completion of the Closing in accordance with delivery according to the provisions of this Agreement, the above-mentioned Transfer Consideration aforesaid payment arrangements arrangement for transfer consideration or any other Transfer Consideration the payment arrangements separately arrangement for transfer consideration agreed by the parties in writing by the Parties shall not affect the effectiveness of the Closing, provided delivery on the premise that the Transfer Consideration it is paid performed on time in accordance with the according to schedule agreed timeline as set forth in the aforementioned payment arrangements or any separate written agreement made by the Partiesparties.

Transfer Consideration. 3.1.1 The Parties agree, subject to the terms and conditions set forth in this Agreement, that as the consideration for the Transferee’s purchase of the Target Equity held by the Transferor, the Transferee shall pay RMB 6,204,000 1,390,000 (Six One Million Two Three Hundred Four and ninety Thousand yuan) (”“Consideration”)to the Transferor and/or any entity designated by the Transferor (the Transferor and such designated entities collectively referred to as the “Transferor Designated Entities”). 3.1.2 The Parties hereby further confirm, acknowledge, and agree that the payment of RMB 6,204,000 1,390,000 (Six One Million Two Three Hundred Four and ninety Thousand yuan) to the Transferor Designated Entities shall be deemed to be the full consideration received by the Transferor for the sale and transfer of the Target Equity to the Transferee, and shall constitute the complete and full performance of the Transferee’s obligation to pay any consideration for the purchase of the Target 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 GuangZhou 3E Network Technology Company Limited as of March 21, 2025, is approximately RMB 10,340,000 1,390,000 (Ten One Million Three Hundred Forty and ninety Thousand yuan), to which the Transferee has no objections. 3.1.4 The Transferee shall, within fifteen (15) calendar days from the effective date of this Agreement (the “Signing Date”), make an initial payment of 20% of the total Transfer Price, i.e., RMB 1,240,800 278,000 (One Million Two Hundred Forty Thousand Eight Hundred hundred and seventy-eight thousand yuan) (the ” “Transfer Consideration I”), to the Transferor Designated Entities. Additionally, the Transferor and the Target Company shall cooperate with the Transferee to complete the industrial and commercial registration change with the relevant market supervision authorities within ten (10) calendar days from the effective date of this Agreement. The equity transfer shall be processed and delivered only after all the conditions precedent set forth in Section 7.1 of this Agreement (the “Closing Conditions”) have been fully satisfied (or waived in writing by the Transferee). The Closing Date (the “Closing Date”) shall be the date on which the earlier of the following two conditions is met: (i) completion of the payment of Transfer Consideration I, and (ii) completion of the industrial and commercial registration change of the Target Company. 3.1.5 The Transferee shall, within six (6) months from the effective date of this Agreement (the “Signing Date”), pay the remaining Transfer Consideration of RMB 4,963,200 1,112,000 (Four Million Nine Hundred Sixty-Three Thousand Two Hundred One million one hundred and twelve thousand yuan) to the Transferor Designated Entities (the “Transfer Consideration II”). Transfer Consideration I and Transfer Consideration II together are referred to as the “Transfer Consideration”. 3.1.6 The Parties agree that, upon the completion of the Closing in accordance with the provisions of this Agreement, the above-mentioned Transfer Consideration payment arrangements or any other Transfer Consideration payment arrangements separately agreed in writing by the Parties shall not affect the effectiveness of the Closing, provided that the Transfer Consideration is paid on time in accordance with the agreed timeline as set forth in the aforementioned payment arrangements or any separate written agreement made by the Parties.

Transfer Consideration. 3.1.1 The Parties agreeEach party agrees that, subject to the terms and conditions set forth stipulated in this Agreement, that as the consideration for the Transferee’s purchase acquisition of the Target Equity held by the Transferor, the Transferee shall pay RMB 6,204,000 (Six Million Two Hundred Four Thousand yuan) (”Consideration”)to to the Transferor and/or any entity to the entity(ies) designated by the Transferor (the Transferor and such designated entities collectively referred to as the “Transferor Transferor’s Designated EntitiesEntity”)) 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, acknowledge, recognize and agree that the payment of RMB 6,204,000 US$ Fifty-seven Million Four Hundred Fifty Thousand (Six Million Two Hundred Four Thousand yuan57,450,000) by the transferee to the Transferor Designated Entities designated entity of the transferor after the above-mentioned offset shall be deemed to be as the full total consideration received by the Transferor transferor for the sale and transfer of the Target Equity target equity to the Transfereetransferee, and shall constitute the full and complete and full performance of the Transfereetransferee’s obligation to pay any consideration for the purchase of the Target 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 objectionstarget equity. 3.1.4 The Transferee shall, within fifteen Within forty-five (1545) calendar business days from the effective date of this Agreement (the “Signing Date”), the Transferee shall make an initial advance payment of 20% of the total equity Transfer PriceConsideration, i.e., RMB 1,240,800 amounting to US$ Eleven Million Four Hundred Ninety Thousand (One Million Two Hundred Forty Thousand Eight Hundred yuan11,490,000) (the ” “Transfer Consideration I”), to the Transferor Designated Entitiesentity designated by the Transferor. AdditionallyMoreover, the Transferor transferor and the Target Company target company shall cooperate with the Transferee transferee to complete the industrial and commercial change registration change with in the relevant corresponding market supervision authorities within ten (10) calendar days from the effective date of this Agreementand management departments. The equity transfer Transfer Consideration I shall be processed and delivered only paid by the transferee after all the conditions precedent set forth preconditions listed in Section Article 7.1 of this Agreement (the “Closing ConditionsDelivery Preconditions”) have been fully satisfied are met (or waived in writing exempted by the Transfereetransferee in writing). The Closing Date delivery date (the “Closing Datedelivery date”) shall be the date on which the earlier day when both of the following two conditions is are met: (i) completion of the payment of Transfer Consideration II is paid, and (ii) completion of the industrial and commercial change registration change of the Target Companytarget company is completed. 3.1.5 The Transferee shall, within six Within three hundred and sixty (6360) months natural days from the effective date of this Agreement (delivery date, the “Signing Date”), 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 and Transfer Consideration II together are I, collectively 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, upon that after the completion of the Closing in accordance with delivery according to the provisions of this Agreement, the above-mentioned aforesaid payment arrangement for Transfer Consideration or the payment arrangements or any other arrangement for Transfer Consideration payment arrangements separately agreed by the parties in writing by the Parties shall not affect the effectiveness of the Closing, provided delivery on the premise that the Transfer Consideration it is paid performed on time in accordance with the according to schedule agreed timeline as set forth in the aforementioned payment arrangements or any separate written agreement made by the Partiesparties.

Transfer Consideration. 3.1.1 The Parties agreeagree that, subject to the terms and conditions set forth in of this Agreement, that as the consideration for the Transferee’s 's purchase of the Target Equity held by the Transferor, the Transferee shall pay RMB 6,204,000 5,300,000 (Six Million Two Hundred Four Thousand yuanfive million three hundred thousand) (”Consideration”)to the "Transfer Consideration") to the Transferor and/or any entity the entities designated by the Transferor (the Transferor and such entities designated entities by the Transferor collectively referred to as the “Transferor "Transferor-Designated Entities”"). 3.1.2 The Parties hereby further confirm, acknowledge, acknowledge and agree that the Transferee's payment of RMB 6,204,000 5,300,000 (Six Million Two Hundred Four Thousand yuanfive million three hundred thousand) to the Transferor Transferor-Designated Entities shall be deemed to be the Transferor's receipt of the full consideration received by the Transferor for the its sale and transfer of the Target Equity to the Transferee, and shall constitute the full and complete and full performance by the Transferee of the Transferee’s any payment obligation to pay any consideration for the its purchase of the Target 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 The Transferee shall, within fifteen (15) calendar days Natural Days from the effective date of execution and effectiveness of this Agreement (the “"Signing Date”"), make an initial advance payment of 20% of the total Transfer PriceConsideration, i.e., namely RMB 1,240,800 1,060,000 (One Million Two Hundred Forty Thousand Eight Hundred yuanone million sixty thousand) (the ” "Transfer Consideration I”"), to the Transferor Transferor-Designated Entities. AdditionallyMoreover, the Transferor and the Target Company shall shall, within fifteen (15) Natural Days from the Signing Date, cooperate with the Transferee to complete the industrial and commercial registration change with the relevant market supervision authorities within ten (10) calendar days from the effective date of this Agreementcorresponding Market Supervision and Administration Department. The above equity transfer change shall be processed and delivered only after subject to all the conditions precedent set forth in Section Article 7.1 of this Agreement (the “Closing Conditions”) have been fully being satisfied (or waived in writing by the Transferee) (the "Conditions Precedent to Change"). The parties unanimously agree that the Closing Date of this equity transfer (the “"Closing Date”") shall be the date on which Signing Date of this Agreement, and the earlier of the following two conditions is met: (i) completion of Closing shall not be subject to the payment of the Transfer Consideration I, and (ii) or the completion of the industrial and commercial registration change of the Target Company. 3.1.5 3.1.4 The Transferee shall, within six (6) months from the effective date Signing Date and the Closing Date, complete the payment of this Agreement (the “Signing Date”), pay the remaining Transfer Consideration of RMB 4,963,200 4,240,000 (Four Million Nine Hundred Sixty-Three Thousand Two Hundred yuanfour million two hundred forty thousand) to the Transferor Transferor-Designated Entities (the “"Transfer Consideration II”). ", and Transfer Consideration I and Transfer Consideration II together are collectively referred to as the “"Transfer Consideration”"). 3.1.6 3.1.5 The Parties agree that, upon the after completion of the Closing in accordance with the provisions of this Agreement, provided that the above-mentioned above payment arrangement for the Transfer Consideration payment arrangements or any other payment arrangement separately agreed upon in writing by the Parties is performed on schedule as agreed by the Parties, such payment arrangement for the Transfer Consideration or any payment arrangements arrangement separately agreed in writing upon by the Parties shall not affect the effectiveness validity of the Closing, provided that the Transfer Consideration is paid on time in accordance with the agreed timeline as set forth in the aforementioned payment arrangements or any separate written agreement made by the Parties.