Common use of FURTHER UNDERTAKING Clause in Contracts

FURTHER UNDERTAKING. 20.1 Each of the Vendors hereby jointly and severally undertake to procure the following : (a) the Company is restructured such that the entire equity interests of Si▇▇▇ ▇▇▇▇▇▇▇▇, Challenger Ruihua, and Shanghai Helian respectively are beneficially owned (whether directly and/or indirectly) by the Company, including attending to all necessary matters to complete restructuring, within 2 months of the signing date of the Agreement. (b) The Company, following completion of the restructuring, shall meet the following requirements: I. its entire registered capital shall be no less than RMB30,000,000; II. the Purchaser shall at all times remain as the beneficial owner of the 51% equity interest in the entire registered capital of and in the Company; III. the Company shall be as the actual beneficial owner of the 100% equity interest in the entire registered capital of and in Sihai Lanxiang, Challenger Ruihua, Shanghai Helian ("100% Interest") and have full rights ,benefits , interests and control in the 100% Interest; IV. the representatives of Si▇▇▇ ▇▇▇▇▇▇▇▇, Challenger Ruihua, Shanghai Helian are respectively Su▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, Me▇▇ Song at the signing date of the Agreement and the said Su▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, Me▇▇ ▇ong as the registered owner of the 10% equity interest in the entire registered capital of and in Sihai Lanxiang, Challenger Ruihua, Shanghai Helian respectively ("10 % Interest") shall at all times (unless otherwise agreed in writing by the Company and the Purchaser) hold on trust such 10% Interest on behalf of the Company such that the Company shall have the full rights, benefits, interests and control in the 10% Interest and as beneficial owner; V. ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, Me▇▇ ▇ong shall duly execute and deliver the Pledge Agreement , the Power of Attorney, the Statement for Waiving the Priority Rights, the Shareholders' Undertaking and such other documents and deeds as maybe reasonably requested by the Company (in respect of the 10% Interest and such that the Company may at all times exercise control and have absolute benefit in the 10% Interest) to and in favor of the Company; VI. the Company shall be the registered owner of the 90% equity interest in the entire registered capital of and in Sihai Lanxiang, Challenger Ruihua, Shanghai Helian. 20.2 Each of the Vendors hereby jointly and severally undertake to procure that the Company will acquire Beijing Xingrun Jiayuan Tech Co., (" Jiayuan Tech"). The relevant agreements will be executed by the Vendors, the Purchaser and Jiayuan Tech. SCHEDULE 1 ---------- Particulars of the Company -------------------------- Beijing Challenger Wanzhong Info Tech Co., LTD 1. Date of incorporation : June 07, 1999