CERTAIN IDENTIFIED INFOMRATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

Asset Purchase Agreement

THIS AGREEMENT is dated as of September 30, 2025 and is made by and between:

SHANGHAI JIHAOHE INFORMATION TECHNOLOGY CO., LTD., a Chinese company with a business address at No. 7, Lane 270, Maotai Road, Changing District, Shanghai, People’s Republic of China

(the “Seller”)

- and -

FINGERMOTION, INC., a Delaware company with a business address at 111 Somerset Road, Level 3, Singapore 238164

(the “Parent”)

- and -

SHANGHAI JIUGE BUSINESS MANAGEMENT CO., LTD., a Chinese company with its registered office at Room 901-902, No. 1027, Changning Road, Changing District, Shanghai, People’s Republic of China, 200050

(the “Buyer”)

Recitals

A.       The Seller is the owner of a consumer software application and platform named “Da Ge” which facilitates connections between users and a diverse range of service providers across various industries. It provides a user-friendly user interface that allows for easy navigation and efficient service handling, backed by a robust system that ensures all service providers are thoroughly vetted for quality and dependability. This platform is tailored to adapt to user preferences, offering personalized recommendations that improve service satisfaction and user experience. (the “Purchased Assets, as further defined in Section 1.1(19)).

B.       The Parent is a mobile services and data technology company with a core competency in mobile payment and recharge platform solutions (the “Parent’s Business”).

C.       The Buyer is a wholly owned subsidiary of the Parent.

D.       The Seller wishes to sell, and the Buyer wishes to purchase, all of the right, interest and title in, to and associated with the Purchased Assets, on the terms and conditions described herein.

FOR VALUE RECEIVED, the Parties agree as follows:

Article 1 – Interpretation

Section 1.1 Definitions

In this Agreement, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

(1)       “Agreement” means this agreement, and all exhibits and schedules appended thereto, as it or they may be confirmed, amended, modified, supplemented or restated by written agreement between the Parties.

(2)       “Business Day” means any day except Saturday, Sunday or any statutory holiday in the Province of British Columbia, Canada.

(3)       “Buyer Group” means, collectively, the Buyer and the Parent, and references to a “Buyer Group member” shall mean either one of them.

(4)       “Confidential Information” means any information relating to the Purchased Assets, including confidential business and technical information, whether communicated in written form, orally, visually, demonstratively, technically or by any other electronic form or other media, or committed to memory, and whether or not designated, marked, labelled or identified as confidential or proprietary, but excluding information which was available to or known by the public before the Closing Date, other than as a result of improper disclosure or acquiescence of disclosure by the Seller.

(5)       “Confirmation of Assignment” means a confirmation of assignment of intellectual property document that is suitable for filing with the China National Intellectual Property Administration, United States Patent and Trademark Office, the Canadian Intellectual Property Office, and similar governmental agencies, as applicable, for the purposes of showing that the rights, title and interest in and to certain intellectual property assets have been transferred or assigned from one party to another party.

(6)       “Encumbrance” means any security interest, mortgage, charge, pledge, hypothec, lien, encumbrance, restriction, option, adverse claim, right of others or other encumbrance of any kind.

(7)       “Disclosure Letter” means the Disclosure Letter issued by the Seller to each member of the Buyer Group.

(8)       “Indemnified Party” means a Party who makes a claim for indemnification under this Agreement pursuant to Article 8 of this Agreement.

(9)       “Indemnifying Party” means a Party against which a claim may be made for indemnification under this Agreement pursuant to Article 8 of this Agreement.

(10)       “Indemnified Taxes” means (i) any liability of the Seller for Taxes (including any Taxes of the Seller for which the Buyer may have liability under any jurisdiction’s successor liability rules), and (ii) any Taxes related to the Seller’s Business or the Purchased Assets imposed with respect to any taxable period (or portion thereof) ending on or before the Closing Date.

which is set out in Section 4.1(g) of the Seller’s Disclosure Letter, all of which is owned by the Seller prior to Closing, and any goodwill and intangible asset associated with the foregoing, all of which will be assigned to the Buyer pursuant to this Agreement.

(12)       “Interim Period” means the period, if any, commencing on the date of this Agreement and ending on the Closing Date. For the avoidance of doubt, the Parties anticipate that the closing of the transaction contemplated herein shall occur concurrently and therefore the Closing Date and the effective date of this Agreement shall be the same date.

(13)       “Loss” means any loss, liability, damage, cost, expense, charge, fine, penalty or assessment including the costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise and all interest, punitive damages, fines, penalties and reasonable professional fees and disbursements.

(14)       “Open Source Materials” means all software, documentation or other material that is distributed as “free software,” “open source software”, or under any licensing or distribution model that includes as a term thereof any requirement for distribution of source code to licensees or third-parties, patent license requirements on distribution, restrictions on future patent licensing terms, or other abridgement or restriction of the exercise or enforcement of any intellectual property through any means, including, but not limited to, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth on www.opensource.org.

(15)       “Outside Date” means July 30, 2025.

(16)       “Parties” means the Seller and each member of the Buyer Group collectively, and “Party” means any of them as relevant to the context.

(17)       “Party’s Confidential Information” means any information that has been or will be made available directly or indirectly by a disclosing Party to a receiving Party in connection with this Agreement and the contemplated transaction that is marked or otherwise communicated at or before the time of disclosure to be confidential, or whose nature is such that a recipient of it would reasonably consider it to be confidential, including but not limited to business plans and proposals, product development details, methodologies, application solutions, software specifications, software code, costing and financial information, personal data and all information relating to a disclosing Party’s clients, subcontractors and suppliers.

(18)       “Person” is broadly interpreted and includes an individual, body corporate, partnership, joint venture, trust association, unincorporated organization, the executors, administrators or other legal representatives of an individual or any other entity recognized by law.

(19)       “Purchased Assets” means the assets of the Seller set out in Section 1.1(19) of the Seller’s Disclosure Letter, and for greater certainty includes the Intellectual Property.

(20)       “Regulation S Investment Agreement” means the agreements, representations and warranties of the Seller in connection with the issuance of the Parent Shares to the Seller.

(21)       “Seller’s Business” means the business of the Seller related to the development of software applications and platforms across various industries and sectors, using a team of software developers with all appropriate skills, experience, qualifications and knowledge specializing in technology development, technical consulting, and customer solutions to the extent attributed or attributable to the Purchased Assets.

(22)       “Tax” or “Taxes” includes all present and future taxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges of any nature imposed by any governmental authority, including income, capital, withholding, consumption, sales, use, transfer, goods and services, harmonized sales or other value-added, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, health, education, business, school, property, local improvement, development, education development and occupation taxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and charges, and other assessments or similar charges in the nature of a tax including pension plan contributions, employment insurance and unemployment insurance premiums and workers compensation premiums, together with all fines, interest, penalties on or in respect of, or in lieu of or for non-collection or non-payment of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges, whether disputed or not.

(23)       “Tax Returns” means returns, declarations, elections, filings, forms, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information), and including any amendment thereof, filed or required to be filed with any governmental authority in connection with the determination, assessment, reassessment, or collection of Taxes of any Person or the administration of any applicable law relating to any Taxes.

(24)       “Transaction Documents” means the following Agreements:

Section 1.2 Certain Rules of Interpretation

(1)       In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation”, respectively.

(2)       The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

(3)       References in this Agreement to an Article or Section are to be construed as references to an Article or Section of this Agreement unless otherwise specified.

(4)       Unless otherwise specified, any reference in this Agreement to any statute includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute as amended, modified, restated, supplemented, extended, re-enacted, replaced or superseded at any time.

(5)       Unless otherwise specified, any reference to “$” or “Dollars” shall be to lawful currency of the United States.

(6)       Any statement in this Agreement expressed to be made to the knowledge of the Seller, Buyer or Parent, as applicable, shall, unless otherwise specified, be understood to be made on the basis of the actual knowledge of the Chief Financial Officer in respect of the Buyer Group and legal owner or other legal representative in respect of the Seller, as applicable, of the relevant subject matter or on the basis of such knowledge of the relevant subject matter as such Person would have had if such Person had properly discharged their duties in their respective roles with the Buyer Group or the Seller, as applicable.

Article 2 – PURCHASE AND SALE

Section 2.1 Agreement of Purchase and Sale

Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey, grant and deliver to the Buyer the Purchased Assets, and the Buyer shall acquire and accept from the Seller, effective as of and from the Closing Date, all of the Seller’s right, title, interest, property and benefit in and to the Purchased Assets, free and clear of all Encumbrances.

Section 2.2 Purchase Price

The consideration for the purchase and sale of the Purchased Assets pursuant to Section 2.1 is the issuance of 1,500,000 shares of common stock of the Parent (the “Parent Shares”) (the “Consideration”).

Section 2.3 No Further Consideration

The Seller acknowledges and agrees that the Consideration represents the entire consideration of the Buyer payable to the Seller in connection with the purchase and sale of the Purchased Assets.

Section 2.4 Transfer Taxes

The Parties agree that the Consideration is inclusive of any applicable sales or value-added Taxes, if any.

Section 2.5 Allocation of Purchase Price

The Buyer Group and the Seller agree to allocate the Consideration among the Purchased Assets for all purposes (including Tax and financial accounting) as agreed by their respective external accountants negotiating in good faith on their behalf. Buyer Group and Seller shall file all Tax Returns (including amended returns and claims for refunds) and elections required or desirable under the applicable tax legislation that applies to the transfer of the Assets in a manner consistent with such allocation. In the event that the Seller and Buyer Group fail to agree to such an allocation, each Party shall be free to make its own allocation, acting reasonably.

Article 3 - Closing

Section 3.1 Closing

Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place electronically no later than two (2) Business Days following the satisfaction or waiver of all of the conditions to Closing set forth in Article 6 (other than those conditions that, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as the Parties may mutually agree. The date on which Closing occurs shall be referred to as the “Closing Date”.

Section 3.2 Seller’s Deliveries

On or before the Closing Date, the Seller shall have delivered or will cause to be delivered to the Buyer:

Section 3.3 Parent’s Deliveries

On or before the Closing Date, the Parent, for itself and on behalf of the Buyer, as applicable, shall have delivered or will cause to be delivered to the Seller:

Section 3.4 Parties’ Joint Deliveries

On or before the Closing Date, the Parties shall sign and exchange signed copies of the Transaction Documents.

Article 4 – REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.1 Representations and Covenants of the Seller

The Seller hereby represents, warrants and covenants, as applicable, to the Buyer, as of the date hereof, as follows and acknowledges that the Buyer is relying on the following representations, warranties and covenants in connection with the purchase of the Purchased Assets:

Section 4.2 Representations and Covenants of the Parent and Buyer

Each Buyer Group member hereby represents, warrants and covenants, as applicable, to the Seller, as of the date hereof, as follows and acknowledges that the Seller is relying on the following representations, warranties and covenants in connection with the sale of the Purchased Assets:

Article 5 – COVENANTS

Section 5.1 Conduct of Business Before Closing.

During the Interim Period, except as otherwise provided in this Agreement or consented to in writing by the Buyer, the Seller shall: (a) conduct the Seller’s Business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the current Seller’s Business organization and to preserve the rights, goodwill and relationships of its employees, customers, suppliers, regulators and other Persons having relationships with the Seller’s Business.

Section 5.2 Supplement to the Disclosure Letter.

From time to time before the Closing, the Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Letter with respect to any matter hereafter arising or of which it becomes aware after the date hereof (a "Schedule Supplement"). Any disclosure in such Schedule Supplement shall not be deemed to have cured any inaccuracy in, or breach of, any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights set out in this Agreement or of determining whether or not the conditions set forth in Article 6 have been satisfied.

Section 5.3 Consents

The Seller shall give notice to all third parties described in Section 4.1(d) of the Disclosure Letter, and shall use commercially reasonable efforts to obtain all consents from all third parties that are described in Section 4.1(d) of the Disclosure Letter.

Section 5.4 Closing Conditions

From the date hereof until the Closing, each Party shall use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article 6.

Section 5.5 Public Announcements

Unless otherwise required by applicable law or stock exchange requirements, no Party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or delayed), and the Parties shall cooperate as to the timing and contents of any such announcement.

Section 5.6 Unassignable Assets

To the extent that any of the Purchased Assets are not assignable or transferrable to the Buyer as at the Closing Date (the “Unassignable Assets”), pending the effective transfer of the Unassignable Assets, the Seller shall and will hold the Unassignable Assets in trust for the exclusive benefit of the Buyer as bare trustee and agent, provided that the Buyer will pay, perform and discharge all duties and obligations, and the Buyer shall have all rights, entitlements, benefits, remedies, arising from or accruing with respect to the Unassignable Assets.

Section 5.7 Non-Solicitation

For a period of five (5) years after the Closing Date: (i) the Seller shall not, directly or indirectly, alone or in conjunction with any other Person and in any capacity whatsoever, attempt to solicit any customers or employees of the Buyer Group or attempt to direct any such customer or employee away from the Buyer Group; and (ii) the Buyer Group shall not, directly or indirectly, alone or in conjunction with any other Person and in any capacity whatsoever, attempt to solicit any customers or employees of the Seller or attempt to direct any such customer or employee away from the Seller.

Section 5.8 Confidentiality

The Buyer Group, on the one hand, and the Seller, on the other hand, shall hold and shall use their reasonable commercial efforts to cause their respective representatives to hold in confidence any and all other Party’s Confidential Information, except to the extent that such information: (a) is generally available to and known by the public through no fault of the receiving Party or its representatives, (b) is lawfully acquired by the receiving Party or its representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (c) is required to be disclosed by law. If any Party is compelled to disclose any information by order or by other requirements of law, such Party shall promptly notify the disclosing Party in writing and shall disclose only that portion of such information which such receiving Party is advised by its counsel is legally required to be disclosed, provided that the receiving Party shall use reasonable commercial efforts, at the cost and expense of the disclosing Party, to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information if reasonably requested by the disclosing Party. Nothing in this Section 5.8 shall prevent any Party from using any information relating to the Purchased Assets for the purposes of enforcing their rights or complying with their obligations hereunder or defending any claim made by another Party under this Agreement.

Section 5.9 Non-Disparagement

No Party shall disparage the other Parties or their directors, employees, shareholders, agents or business in any manner likely to be harmful to such other Party or its business, business reputations or personal reputations. Notwithstanding the foregoing, nothing in this Agreement or any other agreement between the Parties prohibits any Party from responding accurately and fully to any request for information or disclosure of documents if required by law, court order, subpoena or other legal process, in any criminal, civil, or regulatory proceeding or investigation, or in any legal dispute between the Parties.

Article 6 – CONDITIONS TO CLOSING

Section 6.1 Conditions to Obligations of the Buyer Group

The obligations of the Buyer Group to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Buyer Group’s waiver, at or before the Closing, of each of the following conditions:

(1)       The representations and warranties of the Seller set out in Section 4.1 shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect.

(2)       The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it on or before the Closing Date.

(3)       The Seller shall have delivered to the Buyer Group duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.2 and Section 3.4.

Section 6.2 Conditions to Obligations of the Seller

The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller’s waiver, at or before the Closing, of each of the following conditions:

(1)       The representations and warranties of the Buyer Group set out in Section 4.2 shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect.

(2)       The Buyer Group shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it on or before the Closing Date.

(3)       The Buyer Group shall have delivered to the Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.3 and Section 3.4.

Article 7 – POST-CLOSING COVENANTS

Section 7.1 Post-Closing IP Action

Where appropriate, as determined by the Buyer Group in its sole discretion, the Buyer will, (a) at its expense, file, prosecute, maintain in good standing and preserve the validity of, any and all existing unfiled, lapsed, or dormant patent applications or invention disclosures, and any and all applications for other intellectual property rights, associated with the Intellectual Property; and (b) file, prosecute, maintain in good standing and preserve the validity of, any and all applications to register intellectual property rights for new developments associated with the Intellectual Property and/or the Purchased Assets (collectively, the “Post-Closing IP Action”). The Seller will execute any and all documents, including confirmation of assignment documents and power of attorney documents, reasonably requested of it by the Buyer Group, and otherwise assist the Buyer in performing the Post-Closing IP Action where required.

Section 7.2 Further Assistance; Transition

(1)       The Parties agree to do such acts, or cause the doing of such acts as are within its power, to provide reasonable technical or other assistance to the other Parties to support the technical transition of the Purchased Assets to the Buyer.

(2)       The Seller and the Buyer Group shall reasonably cooperate in the transition of the Purchased Assets from the Seller to the Buyer, including access to, and use of, any third-party technologies and documentation being used by Seller in connection with Seller’s Business prior to the Closing Date. Such transition services shall be provided to each Party at no cost to the other Party.

Article 8– SURVIVAL AND INDEMNIFICATION

Section 8.1 Survival of Representations and Warranties

All of representations and warranties contained in this Agreement and in any other agreement or document delivered pursuant to this Agreement, including this Article 8, shall not merge on the closing of the transactions contemplated by the Agreement but shall survive and continue in full force and effect until the date that is two (2) years from the Closing Date, except that:

Section 8.2 Indemnification of the Buyer

The Seller agrees that: (i) if the Seller fails to observe or perform any covenant or obligation, or (ii) if the Seller breaches any representation or warranty, contained in this Agreement, or in any Transaction Documents or other agreement or document delivered pursuant to this Agreement, or (iii) the Buyer shall not assume and shall not be obliged to pay, perform or discharge any liabilities of the Seller which arise or relate to the Seller’s Business or otherwise, including for greater certainty, Indemnified Taxes (collectively, “Retained Liabilities”) and that if the Buyer becomes liable for any Retained Liabilities, the Seller will indemnify and hold harmless the Buyer and its directors, officers and employees from and against any Loss which the Buyer may suffer as a result of that failure.

Section 8.3 Indemnification of the Seller

The Buyer agrees that if it fails to observe or perform any covenant or obligation, or breaches any representation or warranty, contained in this Agreement, or in any Transaction Documents or other agreement or document delivered pursuant to this Agreement, it will indemnify and hold harmless the Seller from and against any Loss which the Seller may suffer as a result of that failure.

Section 8.4 Limitations on Indemnification Obligations

The rights of the Indemnified Parties to, and the liabilities and obligations of the Indemnifying Parties for, indemnification pursuant to Section 8.2 and Section 8.3, as applicable, are subject to the following limitations:

An Indemnifying Party shall not have any liability or obligation to make any payment for any Loss or otherwise with respect to the matters described in Section 8.2 or Section 8.3, respectively, until the aggregate of all Loss suffered by, imposed upon or asserted against the other Party with respect to such matters exceeds $50,000 (the “Threshold Amount”). Once the total Loss with respect to such matters exceeds the Threshold Amount, the Indemnifying Party shall be fully liable for all such Loss, both below and above the Threshold Amount, up to a maximum amount equal to the total amount of fees paid by the Buyer under this Agreement (taking into account all forms of consideration) (the “Cap”) in the aggregate.

Section 8.5 Duty to Mitigate

Nothing in this Agreement in any way restricts or limits the general obligation at law of an Indemnified Party to mitigate any Loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. Notwithstanding the foregoing, an Indemnified Party’s obligation to mitigate any damages shall not require such Indemnified Party to: (i) initiate any action, (ii) assume or incur any material liability or (iii) take any other action that would reasonably be expected to materially disrupt or otherwise materially affect such Indemnified Party’s business.

Section 8.6 Exclusive Remedy

The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or wilful misconduct on the part of a Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be under the indemnification provisions set forth in this Article 8. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against another Party hereto and their affiliates and each of their respective representatives arising under or based upon any law, except under the indemnification provisions set forth in this Article 8. Nothing in this Section 8.6 shall limit any Party’s right to seek and obtain any equitable relief to which any Party shall be entitled or to seek any remedy on account of any Party’s fraud, criminal activity or wilful misconduct. For certainty, this Section 8.6 shall not apply to any Party’s rights with respect to claims of any nature under or in connection with the Transaction Documents (other than this Agreement).

Article 9– Termination

Section 9.1 Termination

This Agreement may be terminated at any time before the Closing:

Section 9.2 Effect of Termination

Article 10 – GENERAL

Section 10.1 Governing Law

This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to principles of conflicts of law.

Section 10.2 Dispute Resolution

The Parties agree that they will resolve any and all disputes arising out of or relating to this Agreement (each, a “Dispute”) through a binding arbitration procedure (the “Arbitration”) administered by International Centre for Dispute Resolution (ICDR) Canada, in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be the City of Vancouver. The language of arbitration shall be English. Either the Buyer Group or the Seller may send to the other written notice identifying the Dispute and invoking these Arbitration provisions (the “Dispute Notice”). Within fourteen (14) days from delivery of the Dispute Notice, the Parties will make a written application to ICDR Canada for the appointment of a single, impartial third-party arbitrator (the “Arbitrator”) to resolve the Dispute. The Parties will use commercially reasonable efforts and will work in good faith to identify and agree upon an Arbitrator with significant experience in the types of transactions contemplated by this Agreement, either as a practitioner or as a neutral; provided, however, if the Parties fail to mutually select an Arbitrator, the Canadian Arbitration Rules will govern the Arbitrator selection, which shall be completed within thirty (30) days of the written application to ICDR Canada. The Arbitrator shall not have the authority to modify or change any of the terms of this Agreement, except upon the written consent of the Parties. The Arbitrator shall apply the substantive laws of the Province of British Columbia when resolving any Dispute, without regard for any choice or conflict of laws rule or principle that would result in the application of the substantive law of any other jurisdiction. Notwithstanding anything to the contrary in the Canadian Arbitration Rules, the Parties and the Arbitrator shall maintain the confidentiality of the Arbitration award (the “Award”). The Parties further agree that they will not initiate any proceeding in which they will challenge the Award.

Section 10.3 Entire Agreement

This Agreement and the documents to be delivered in connection herewith constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

Section 10.4 Further Assurances

Each Party will, at that Party’s own cost and expense, execute and deliver any further agreements and documents and provide any further assurances, undertakings and information as may be reasonably required by the requesting Party to give effect to this Agreement.

Section 10.5 Assignment, and Enurement

Neither this Agreement nor any right or obligation under this Agreement may be assigned by either Party without the prior written consent of the other Party. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

In the event that written consent is granted for an assignment of this Agreement, the assigning Party shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the assigning Party to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the assigning Party would be required to perform it if no such succession had taken place. No security or guarantee granted pursuant to this Agreement or the Transaction Documents shall be affected by any assignment or succession.

Section 10.6 Independent Legal Advice

The Seller acknowledges having (a) read and understood this Agreement and the rights, obligations and liabilities hereunder, (b) been provided a reasonable opportunity to seek independent legal and other professional advice with respect to this Agreement, and (c) either sought or waived the right to receive such independent advice.

Section 10.7 Rules of Construction

No rule of construction will apply to this Agreement which construes ambiguous language in favor of or against any Party by reason of that Party’s role in drafting this Agreement.

Section 10.8 Notice

(1)       Any notice, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if: (i) delivered personally, (ii) sent by prepaid courier service, or (iii) sent by e-mail, in each case to the applicable address set out below:

Shanghai Jihaohe Information Technology Co., Ltd.

No. 7, Lane 270, Maotai Road, Changning District

Shanghai, People’s Republic of China

FingerMotion, Inc.

111 Somerset Road, Level 3

Singapore 238164

Shanghai JiuGe Business Management Co., Ltd.

c/o FingerMotion, Inc.

Room 901-902, No. 1027, Changing Road, Changning District

Shanghai, People’s Republic of China, 200050

(2)       Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of e-mailing, if e-mailed, provided that such day in either event is a Business Day and the communication is so delivered or e-mailed prior to 5:00 p.m. (recipient time) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any party may from time to time change its address under this Section 10.8 by notice to the other party given in the manner provided by this Section.

Section 10.9 Waiver

No waiver of any provision of this Agreement is binding unless it is in writing and signed by all the Parties to this Agreement entitled to grant the waiver. No failure to exercise, and no delay in exercising, any right or remedy, under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision.

Section 10.10 Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

Section 10.11 Time

Time shall be of the essence in all respects of this Agreement.

Section 10.12 Announcements.

No press release, public statement or announcement, or other public disclosure with respect to this Agreement or the transactions contemplated hereby may be made except with the prior written consent of the Buyer Group and Seller, or if required by law or a governmental entity. Where the public disclosure is required by law or a governmental entity, the Party or Parties required to make the public disclosure will use its commercially reasonable efforts to obtain the approval of the Buyer Group and the Seller, as applicable, as to the form, nature and extent of the disclosure.

Section 10.13 Counterparts and Electronic Delivery

This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission and those counterparts will together constitute one and the same instrument.

[signature page to immediately follow]

The Parties have executed and delivered this Agreement as of the dated noted at the beginning of the Agreement.

Exhibit A – General Assignment and Bill Of Sale

GENERAL ASSIGNMENT AND BILL OF SALE

This Agreement made as of September 30, 2025 between

SHANGHAI JIUGE BUSINESS MANAGEMENT CO., LTD., a corporation registered in the People’s Republic of China

(the “Buyer”)

and

SHANGHAI JIHAOHE INFORMATION TECHNOLOGY CO., LTD., a corporation registered in the People’s Republic of China

(the “Seller”)

RECITALS

FOR VALUE RECEIVED, the parties agree as follows:

1.       Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to them in the Purchase Agreement.

2.       Sale of Purchased Assets. The Seller hereby irrevocably sells, transfers, conveys, assigns and delivers to the Buyer as of the Closing Date all of the Seller’s right, title and interest in, to, under and associated with the Purchased Assets to have and to hold the same unto the Buyer, forever; with the intent that the Buyer shall, immediately after the execution and delivery of this Agreement, have possession of, and may from time to time, and at all times hereafter, peaceably and quietly have, hold, possess and enjoy the Purchased Assets and every part thereof, to and for its own use and benefit, without any manner of hindrance, interruption, molestation, claim or demand whatsoever of, from or by the Seller or any person or persons whomsoever claiming under or through the Seller. The Buyer hereby accepts the sale, transfer, conveyance, assignment and delivery of the Purchased Assets.

3.       Further Assurances. The Seller hereby covenants and agrees to warrant and defend the sale, transfer, conveyance, assignment and delivery of the Purchased Assets hereby made against any and all persons, to take all steps reasonably necessary to establish the record of the Buyer’s title to the Purchased Assets and, at the request of the Buyer from time to time, to promptly execute and deliver all further documents and take all further action to give effect to the provisions and intent of this Agreement.

4.       Governing Law. This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of British Columbia and the laws of Canada application therein, without regard to principles of conflicts of law.

5.       Successors and Assigns. This Agreement enures to the benefit of and binds the Parties and their respective successors and permitted assigns.

6.       Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

7.       Counterparts. This Agreement and other documents to be delivered pursuant to this Agreement may be executed and delivered electronically and in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Party by electronic transmission and such transmissions shall constitute effective delivery of an executed copy of this Agreement to the receiving Party for all purposes.

8.       Miscellaneous. This Agreement is executed and delivered pursuant to the Purchase Agreement, and is subject to, and shall be construed in accordance with, the Purchase Agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall prevail. Nothing contained in this Agreement shall be construed to limit, expand or terminate the representations, warranties, covenants and agreements set forth in the Purchase Agreement.

9.       Time of the Essence. Time shall be of the essence in respect of this Agreement and each of its provisions.

[The remainder of this page is intentionally left blank.]

The Parties have executed this Agreement as of the date first above written.

Exhibit B – Confirmation of Assignment

Exhibit C – regulation s investment agreement