The consideration of this transaction is determined by 55% equity corresponding to 9 times the estimated net profit of 56 million yuan (i.e. 504 million yuan) in Haidu Play in 20 13. If the audited net profit of Shanghai Wandu is less than 56 million yuan, the transaction consideration will be adjusted accordingly.
In addition, after the signing of the Equity Transfer Agreement, before Phoenix Digital Media acquired Shanghai Wandu for equity delivery, the original shareholders of Shanghai Wandu should adjust the equity structures of Shanghai Wandu, Jiangsu Le Yi Network Technology Co., Ltd. and Jiaxing Aoyou Network Technology Co., Ltd. to make Jiangsu Le Yi and Jiaxing Aoyou become wholly-owned subsidiaries of Shanghai Wandu. The registered capitals of Shanghai Wandu, Jiangsu Le Yi and Jiaxing Maxthon are100000 yuan, 5 million yuan and 2 million yuan respectively.