Common use of Valuation Procedures Clause in Contracts

Valuation Procedures. Upon the delivery of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures shall be used to determine the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation company. (d) Each Appraiser shall submit its appraisal report to both Parties within thirty (30) days after the date of its appointment. (e) For the purposes of this Contract, “Final FMV,” means the fair market value of the Company as determined by the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.

Valuation Procedures. Upon the delivery Any determination of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures Fair Market Value under this Agreement shall be used to determine the fair market value of the Companymade as follows: (a) Within ten The Members will first seek to agree on such Fair Market Value. (10b) Business Days after If the date Members cannot agree on the Fair Market Value within 30 days of delivery of the Valuation Noticesuch notice, Party A and Party B shall each deliver a notice ECD will promptly select an independent investment banking firm of recognized international standing (an “Appointment Notice”"IB Firm") to (the other Party appointing "First Appraiser") and TESI will select an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing IB Firm (an “the "Second Appraiser”" and, together with the First Appraiser, the "Appraisers") to determine the fair market value Fair Market Value. The fees and expenses of each Appraiser will be borne by each of the CompanyMembers that have retained such Appraiser. (c) Within 45 days of the date of selection of the Appraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Members in writing of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the basis for such determination). If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery the Fair Market Value as determined by one Appraiser is not more than 110% of the Valuation Notice, it shall be deemed Fair Market Value as having waived its right to appoint an Appraiser, and the Appraiser appointed determined by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall Fair Market Value will be equal to the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (2) values determined the "Third Appraiser"). The fees and expenses of the Third Appraiser will be borne by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation companyMembers equally. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointment. (e) For the purposes of this Contractretention, “Final FMV,” means the fair market value determine its view of the Company Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Appraiser. The determination Third Appraiser and (ii) whichever of the Final FMV, in accordance with this Section 17 shall (in Fair Market Values as determined by the absence of fraud) be final First Appraiser and binding on the Parties for Second Appraiser is closer to the purposes of this Contract.Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ

Valuation Procedures. Upon the (a) Promptly following delivery of a Valuation Notice by either Party to the other Party any notice pursuant to Section 16.312.04(a), the following procedures shall be used Principal Members will seek to determine agree on the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets Fair Market Value of the Company. (b) If the Principal Members cannot agree on the Fair Market Value within 30 days of delivery of such notice, the Triggering Member or the Triggering Members will select an independent investment banking firm of recognized international standing (an “IB Firm”) (the “First Appraiser”) and the Principal Member that is or is Affiliated with the Defaulting Member or Changed Member, as the case may be, will select an IB Firm (the “Second Appraiser” and, together with the First Appraiser, the “Appraisers ”) to determine the Fair Market Value of the Company. The fees and expenses of each Appraiser will be borne by each of the Principal Members that have retained such Appraiser. (c) If at Within 45 days of the time date of selection of the appraisal is undertakenAppraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Principal Members in writing of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the appraisal basis for such determination). If the Fair Market Value as determined by one Appraiser is required to not more than 110% of the Fair Market Value as determined by the other Appraiser, the Fair Market Value of the Company will be made the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (the “Third Appraiser”). The fees and expenses of the Third Appraiser will be borne by a valuation company the Triggering Member(s) and the Principal Member that is approved to issue valuations of State-owned assetsor is Affiliated with the Defaulting Member or the Changed Member, each appointed Appraiser shall be such a valuation companyas the case may be, pro rata in accordance with their Principal Member Group’s respective Ownership Percentages. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser’s determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 12.05 will be final, binding and conclusive upon the Members. (e) For Each Member will share with the purposes of this Contract, “Final FMV,” means Other Principal Members any written information it provides to the fair market value of Third Appraiser and will not communicate other than in writing with the Company as determined by Third Appraiser without giving the AppraiserOther Principal Members an opportunity to be present at any such communication. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.Selected Defined Terms:

Valuation Procedures. Upon the (a) Within five days after delivery of a Valuation Buy-Back Notice by either Party to or Revaluation Notice, except in the other Party case of a valuation in connection with the termination of the employment of a Member or Members pursuant to Section 16.310.5(c) hereof and not otherwise being performed pursuant to PCS LLC’s exercise of its put right pursuant to Section 10.6 hereof, ZFNB and PCS LLC (acting together) shall each hire an Investment Bank to provide a valuation of all of the shares of Common Stock (the “Company Valuation”) as of the date of such Buy-Back Notice or Revaluation Notice. Such Company Valuation shall be conducted independently of, and without reference to, any previously performed Company Valuation. For purposes of this Section 10.8, the following procedures Company Valuation shall be used an amount equal to determine (but in no event less than US$1.00) the aggregate fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery all of the Valuation Notice, Party A and Party B shall each deliver a notice outstanding shares of Common Stock (an “Appointment Notice”including Common Stock beneficially owned by ZFNB) to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal Buy-Back Notice or Revaluation Notice, as the case may be, based on the estimated aggregate U.S. dollar value of all shares of Common Stock on the assumption that the Common Stock is being traded on the Nasdaq as an independent going concern and not in the context of a sale of the Company. If the greater of the Investment Banks’ two valuations is less than one hundred ten percent (110%) of the lesser valuation, the Company Valuation shall take into account be 34 deemed to be the following valuation methods: mean of the two valuations. If, within 30 days of the commencement of their engagement (the “Engagement Period”), the two Investment Banks are unable to arrive at valuations which may be averaged in the manner contemplated by the previous sentence, then (i) discounted cash flow of the Company; each Investment Bank shall furnish its own Company Valuation and (ii) industry comparables; andZFNB and PCS LLC shall choose a third Investment Bank (the “Tie Breaker”), which shall be engaged to select as the conclusive Company Valuation either of the Company Valuations proposed by the initial Investment Banks but not a third company valuation. If ZFNB and PCS LLC are unable to agree on the selection of the Tie Breaker within 10 business days after the end of the Engagement Period, then ZFNB shall recommend three Independent Investment Banks to PCS LLC and PCS LLC shall select one of such Investment Banks within five business days of such recommendation to act as the Tie Breaker to provide the conclusive Company Valuation. Within 20 business days after its engagement, the Tie Breaker shall deliver to each of ZFNB and PCS LLC the final, conclusive Company Valuation. In making such Company Valuation, the Tie Breaker shall observe the valuation parameters set forth in the second and third sentences of this Section 10.8(a) and shall consult with, and listen to the views of, PCS LLC and ZFNB and their respective Investment Banks. Except in the case of a Company Revaluation, the fees and expenses of the initial Investment Banks shall be paid by ZFNB or PCS LLC, as the case may be. If it is necessary to retain a Tie Breaker, then ZFNB shall pay 50% and PCS LLC shall pay 50% of the Tie Breaker’s fees and expenses incurred in connection with its providing the final, conclusive Company Valuation. 35 (iiib) Each of ZFNB and PCS LLC agrees to provide the fair market value of Tie-Breaker with such indemnification and hold harmless provisions as the assets of the CompanyTie-Breaker reasonably requests. (c) If at In the time case of a valuation in connection with the appraisal is undertakentermination of the employment of a Member or Members pursuant to Section 10.5(c)(i) hereof, the appraisal Company Valuation shall be performed by Zions in good faith and in a manner consistent with Zions’ practice with respect to performing valuations of other of its subsidiaries, and such Company Valuation performed by Zions shall be conclusive and binding on the parties hereto and the Members in the absence of manifest error. In the case of a valuation in connection with the termination of the employment of a Member or Members pursuant to Section 10.5(c)(ii) hereof, unless such valuation is required also to be made performed pursuant to PCS LLC’s exercise of its put right pursuant to Section 10.6 hereof, (i) the Company Valuation shall be performed by a valuation company that is approved single Investment Bank to issue valuations be mutually agreed by ZFNB and PCS LLC and (ii) ZFNB shall pay 50% and PCS LLC shall pay 50% of State-owned assets, each appointed Appraiser shall be such a valuation companythe Investment Bank’s fees and expenses incurred in connection with its providing the Company Valuation. (d) Each Appraiser For purposes of this Section 10.8, the “Buy-Back Price” shall submit its appraisal report consist of (A) the sum of PCS LLC’s Proportionate Share of the Company Valuation or Company Revaluation with respect to both Parties within thirty the Common Stock (30without discount for a minority interest), minus (B) days after the amount of any dividends declared and paid to PCS LLC from the date of its appointment. (e) For the purposes of this Contract, “Final FMV,” means Buy-Back Notice or Revaluation Notice up to and including the fair market value date of the Company as determined by the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contractapplicable Buy-Back Closing.

Valuation Procedures. Upon the (a) Promptly following delivery of a Valuation Notice by either Party to the other Party any notice pursuant to Section 16.312.04(a), the following procedures shall be used Principal Members will seek to determine agree on the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets Fair Market Value of the Company. (b) If the Principal Members cannot agree on the Fair Market Value within 30 days of delivery of such notice, the Triggering Member or the Triggering Members will select an independent investment banking firm of recognized international standing (an "IB Firm") (the "First Appraiser") and the Principal Member that is or is Affiliated with the Defaulting Member or Changed Member, as the case may be, will select an IB Firm (the "Second Appraiser" and, together with the First Appraiser, the "Appraisers") to determine the Fair Market Value of the Company. The fees and expenses of each Appraiser will be borne by each of the Principal Members that have retained such Appraiser. (c) If at Within 45 days of the time date of selection of the appraisal is undertakenAppraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Principal Members in writing of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the appraisal basis for such determination). If the Fair Market Value as determined by one Appraiser is required to not more than 110% of the Fair Market Value as determined by the other Appraiser, the Fair Market Value of the Company will be made the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (the "Third Appraiser"). The fees and expenses of the Third Appraiser will be borne by a valuation company the Triggering Member(s) and the Principal Member that is approved to issue valuations of State-owned assetsor is Affiliated with the Defaulting Member or the Changed Member, each appointed Appraiser shall be such a valuation companyas the case may be, pro rata in accordance with their Principal Member Group's respective Ownership Percentages. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser's determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 12.05 will be final, binding and conclusive upon the Members. (e) For Each Member will share with the purposes of this Contract, “Final FMV,” means Other Principal Members any written information it provides to the fair market value of Third Appraiser and will not communicate other than in writing with the Company as determined by Third Appraiser without giving the AppraiserOther Principal Members an opportunity to be present at any such communication. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.* * * * * Selected Defined Terms:

Valuation Procedures. Upon the (a) Within five days after delivery of a Valuation Buy-Back Notice by either Party to or Revaluation Notice, except in the other Party case of a valuation in connection with the termination of the employment of a Member or Members pursuant to Section 16.310.5(c) hereof and not otherwise being performed pursuant to PCS LLC’s exercise of its put right pursuant to Section 10.6 hereof, ZFNB and PCS LLC (acting together) shall each hire an Investment Bank to provide a valuation of all of the shares of Common Stock (the “Company Valuation”) as of the date of such Buy-Back Notice or Revaluation Notice. Such Company Valuation shall be conducted independently of, and without reference to, any previously performed Company Valuation. For purposes of this Section 10.8, the following procedures Company Valuation shall be used an amount equal to determine (but in no event less than US$1.00) the aggregate fair market value of all of the Company: outstanding shares of Common Stock (aincluding Common Stock beneficially owned by ZFNB) Within ten (10) Business Days after as of the date of delivery of the Valuation Buy-Back Notice or Revaluation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to as the other Party appointing case may be, based on the estimated aggregate U.S. dollar value of all shares of Common Stock on the assumption that the Common Stock is being traded on the Nasdaq as an independent going concern and reputable Chinese-foreign joint venture accounting firm registered not in Beijing (an “Appraiser”) to determine the fair market value context of a sale of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery the greater of the Investment Banks’ two valuations is less than one hundred ten percent (110%) of the lesser valuation, the Company Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiserbe the mean of the two valuations. If, and within 30 days of the Appraiser appointed commencement of their engagement (the “Engagement Period”), the two Investment Banks are unable to arrive at valuations which may be averaged in the manner contemplated by the other Party previous sentence, then (i) each Investment Bank shall furnish its own Company Valuation and (ii) ZFNB and PCS LLC shall choose a third Investment Bank (the “Tie Breaker”), which shall be promptly appointed by engaged to select as the Company. If both Parties appoint the same Appraiser, the conclusive Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value Valuation either of the Company Valuations proposed by the initial Investment Banks but not a third company valuation. If ZFNB and PCS LLC are unable to agree on the selection of the Tie Breaker within 10 business days after the end of the Engagement Period, then ZFNB shall recommend three Independent Investment Banks to PCS LLC and PCS LLC shall select one of such Investment Banks within five business days of such recommendation to act as the Tie Breaker to provide the conclusive Company Valuation. Within 20 business days after its engagement, the Tie Breaker shall deliver to each of ZFNB and PCS LLC the final, conclusive Company Valuation. In making such Company Valuation, the Tie Breaker shall observe the valuation parameters set forth in the second and third sentences of this Section 10.8(a) and shall consult with, and listen to the views of, PCS LLC and ZFNB and their respective Investment Banks. Except in the case of a Company Revaluation, the fees and expenses of the initial Investment Banks shall be equal paid by ZFNB or PCS LLC, as the case may be. If it is necessary to the average retain a Tie Breaker, then ZFNB shall pay 50% and PCS LLC shall pay 50% of the two (2) values determined by Tie Breaker’s fees and expenses incurred in connection with its providing the two (2) Appraisers appointed by the Partiesfinal, conclusive Company Valuation. (b) Each Appraiser shall calculate of ZFNB and present PCS LLC agrees to each of provide the Parties its appraisal of Tie-Breaker with such indemnification and hold harmless provisions as the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the CompanyTie-Breaker reasonably requests. (c) If at In the time case of a valuation in connection with the appraisal is undertakentermination of the employment of a Member or Members pursuant to Section 10.5(c)(1) hereof, the appraisal Company Valuation shall be performed by Zions in good faith and in a manner consistent with Zions’ practice with respect to performing valuations of other of its subsidiaries, and such Company Valuation performed by Zions shall be conclusive and binding on the parties hereto and the Members in the absence of manifest error. In the case of a valuation in connection with the termination of the employment of a Member or Members pursuant to Section 10.5(c)(ii) hereof, unless such valuation is required also to be made performed pursuant to PCS LLC’s exercise of its put right pursuant to Section 10.6 hereof, (i) the Company Valuation shall be performed by a valuation company that is approved single Investment Bank to issue valuations be mutually agreed by ZFNB and PCS LLC and (ii) ZFNB shall pay 50% and PCS LLC shall pay 50% of State-owned assets, each appointed Appraiser shall be such a valuation companythe Investment Bank’s fees and expenses incurred in connection with its providing the Company Valuation. (d) Each Appraiser For purposes of this Section 10.8, the “Buy-Back Price” shall submit its appraisal report consist of (A) the sum of PCS LLC’s Proportionate Share of the Company Valuation or Company Revaluation with respect to both Parties within thirty the Common Stock (30without discount for a minority interest), minus (B) days after the amount of any dividends declared and paid to PCS LLC from the date of its appointment. (e) For the purposes of this Contract, “Final FMV,” means Buy-Back Notice or Revaluation Notice up to and including the fair market value date of the Company as determined by the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contractapplicable Buy-Back Closing.

Valuation Procedures. Upon the delivery Any determination of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures Fair Market Value under this Agreement shall be used to determine the fair market value of the Companymade as follows: (a) Within ten The Members will first seek to agree on such Fair Market Value. (10b) Business Days after If the date Members cannot agree on the Fair Market Value within 30 days of delivery of the Valuation Noticesuch notice, Party A and Party B shall each deliver a notice ECD will promptly select an independent investment banking firm of recognized international standing (an “Appointment Notice”"IB Firm") to (the other Party appointing "First Appraiser") and TESI will select an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing IB Firm (an “the "Second Appraiser”" and, together with the First Appraiser, the "Appraisers") to determine the fair market value Fair Market Value. The fees and expenses of each Appraiser will be borne by each of the CompanyMembers that have retained such Appraiser. (c) Within 45 days of the date of selection of the Appraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Members in writing of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the basis for such determination). If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery the Fair Market Value as determined by one Appraiser is not more than 110% of the Valuation Notice, it shall be deemed Fair Market Value as having waived its right to appoint an Appraiser, and the Appraiser appointed determined by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall Fair Market Value will be equal to the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (2) values determined the "Third Appraiser"). The fees and expenses of the Third Appraiser will be borne by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation companyMembers equally. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser's determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 2.9 will be final, binding and conclusive upon the Members. (e) For Each Member will share with the purposes of this Contract, “Final FMV,” means other Member any written communication it has with the fair market value of Third Appraiser and will not communicate other than in writing with the Company as determined by Third Appraiser without giving the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) other Member an opportunity to be final and binding on the Parties for the purposes of this Contractpresent at any such communication.

Valuation Procedures. Upon the delivery of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the The following procedures shall be used to determine the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to the other Party appointing appoint an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver appoint an Appointment Notice Appraiser within ten (10) Business Days of delivery the decision of the Valuation NoticeBoard on the valuation of the Company, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation company. (d) Each Appraiser shall submit its appraisal report to both Parties within thirty (30) days after the date of its appointment. (ed) For the purposes of this Contract, “Final FMV,” means the fair market value of the Company as determined by the Appraiser. The determination of the Final FMV, in accordance with this Section 17 18 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.

Valuation Procedures. Upon the delivery Any determination of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures Fair Market Value under this Agreement shall be used to determine the fair market value of the Companymade as follows: (a) Within ten The Members will first seek to agree on such Fair Market Value. (10b) Business Days after If the date Members cannot agree on the Fair Market Value within 30 days of delivery of the Valuation Phase One Buy-Out Notice, Party A and Party B shall each deliver a notice OBC will promptly select an independent investment banking firm (an “Appointment Notice”"IB Firm") to of recognized international standing (the other Party appointing "First Appraiser") and TESI will select an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing IB Firm (an “the "Second Appraiser”" and, together with the First Appraiser, the "Appraisers") to determine the fair market value Fair Market Value. The fees and expenses of each Appraiser will be borne by each of the CompanyMembers that have retained such Appraiser. (c) Within 45 days of the date of selection of the Appraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Members of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the basis for such determination). If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery the Fair Market Value as determined by one Appraiser is not more than 110% of the Valuation Notice, it shall be deemed Fair Market Value as having waived its right to appoint an Appraiser, and the Appraiser appointed determined by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall Fair Market Value will be equal to the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (2) values determined the "Third Appraiser"). The fees and expenses of the Third Appraiser will be borne by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation companyMembers equally. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser's determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 2.9 will be final, binding and conclusive upon the Members. (e) For Each Member will share with the purposes of this Contract, “Final FMV,” means other Member any written communication it has with the fair market value of Third Appraiser and will not communicate other than in writing with the Company as determined by Third Appraiser without giving the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) other Member an opportunity to be final and binding on the Parties for the purposes of this Contractpresent at any such communication.

Valuation Procedures. Upon the delivery of a the Valuation Notice by (i) Party B pursuant to Section 5.7 or (ii) either Party to the other Party pursuant to Section 16.3, the following procedures shall be used to determine the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, either Party A and Party B shall each may deliver a notice (an “Appointment Notice”) to the other Party appointing China Enterprise Appraisals Co., Ltd. or its successor entity (“CEA”) to conduct an appraisal of the Company to determine its fair market value (the “Initial FMV”). CEA shall provide both Parties with an appraisal report within thirty (30) days after the date of its Appointment Notice. The Company shall bear all costs and expenses associated with such appraisal. Within five (5) Business Days after the receipt of such appraisal report, each Party shall provide the other Party with a written notice indicating whether such Party accepts the Initial FMV as determined by CEA. If either Party fails to deliver such notice within such five (5) Business Day period, it shall be deemed to have accepted the Initial FMV. If both Parties accept the Initial FMV, then the Initial FMV shall be the final fair market value of the Company (the “Final FMV”). (b) If either Party does not accept the Initial FMV, then the Final FMV shall be determined as follows: (i) The Party that does not accept the Initial FMV shall promptly appoint an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing the PRC (each an “Appraiser”) to conduct a second appraisal of the fair market value of the Company (the “Second FMV”). The Appraiser selected to determine the Second FMV shall be referred to as the “Second Appraiser.” The Second Appraiser shall provide both Parties with an appraisal report within thirty (30) days after the date of its appointment. The Party appointing the Second Appraiser shall bear all costs and expenses associated with such appraisal. (ii) If the difference between the Initial FMV and the Second FMV is less than or equal to ten percent (10%) of the lower of the Initial FMV and the Second FMV, then the Final FMV shall be equal to the average of the Initial FMV and the Second FMV. (iii) If the difference between the Initial FMV and the Second FMV is greater than ten percent (10%) of the lower of the Initial FMV and the Second FMV, then CEA and the Second Appraiser appointed in accordance with Section 17.1(b)(i) shall, within five (5) Business Days after the date on which the second appraisal report was delivered to both Parties, jointly appoint a third Appraiser (the “Third Appraiser”) to undertake an appraisal of the fair market value of the Company (the “Third FMV”). (iv) If pursuant to Section 17.1(b)(ii), the two firms are unable to agree on the Third Appraiser within such five (5) Business Day period, the Independent Auditor of the Company shall promptly select a third Appraiser to determine the Third FMV. Each Party shall have the right to present its opinion to the Independent Auditor regarding the selection of the Third Appraiser. The Third Appraiser selected by the Independent Auditor must be a qualified appraisal firm which has not had any significant prior relationship with either Party or its Affiliates. The Third Appraiser shall provide both Parties with an appraisal report within thirty (30) days after the date of its appointment. The Company shall bear all costs and expenses associated with such appraisal. (v) If the Third FMV as determined in accordance with Section 17.1(b)(iii) or 17.1(b)(iv), as the case may be, falls within the range between the Initial FMV and the Second FMV, then the Third FMV shall be the Final FMV. If the Third FMV falls outside the range between the Initial FMV and the Second FMV, then the Final FMV shall be equal to the average of (1) the Third FMV and whichever of (2) the Initial FMV, or (3) the Second FMV, is closer to the Third FMV. (c) If neither Party A nor Party B accepts the Initial FMV as determined by CEA in accordance with Section 17.1(a), then the Initial FMV shall be disregarded and the Final FMV shall be determined as follows: (i) The Parties shall consult for a period of five (5) Business Days to appoint an Appraiser to conduct an appraisal of the fair market value of the Company. If the Parties agree upon an appraisal firm during such five (5) Business Day period, the Parties shall promptly appoint such firm as the Appraiser. The Company shall bear all costs and expenses associated with such appraisal. The Appraiser shall provide both Parties with an appraisal report within thirty (30) days after the date of its appointment. The fair market value of the Company as determined by the Appraiser shall be the Final FMV. (ii) If the Parties are not able to agree upon an appraisal firm during the five (5) Business Day period set forth in Section 17.1(c)(i) above, then each Party shall promptly deliver a notice to the other Party appointing an Appraiser to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice such a notice within ten fifteen (1015) Business Days of delivery of the Valuation Noticeafter CEA has delivered its appraisal report to both Parties in accordance with Section 17.1(a), it shall be deemed as having to have waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint Company to determine the same Appraiser, the Company shall promptly appoint such Appraiser. Final FMV. (iii) If each of Party A and Party B appoints a different Appraiseran Appraiser pursuant to Section 17.1(c)(ii), then each of the two Appraisers appointed shall independently undertake an appraisal of the fair market value of the Company (the “Preliminary FMV”) and shall provide both Parties with an appraisal report specifying the Preliminary FMV as determined by such Appraiser within thirty (30) days after the date of its appointment. Each Party shall bear all of the costs and expenses associated with the appraisal undertaken by its appointed Appraiser. (iv) If the difference between the two Preliminary FMVs is less than or equal to ten percent (10%) of the lower of the two Preliminary FMVs, then the Final FMV shall be equal to the average of the two Preliminary FMVs. (v) If the difference between the two Preliminary FMVs is greater than ten percent (10%) of the lower of the two Preliminary FMVs, then the two Appraisers shall, within five (5) Business Days after the date on which the second appraisal report was delivered to both Parties, appoint a third Appraiser to undertake an appraisal of the fair market value of the Company. (vi) If the two Appraisers are unable to agree on a third Appraiser within the five (5) Business Day period set forth in Section 17.1(c)(v) above, the Independent Auditor of the Company shall promptly appoint an Appraiser to conduct an appraisal of the fair market value of the Company. Each Party shall have the right to present its opinion to the Independent Auditor regarding the selection of such Appraiser. The Appraiser selected by the Independent Auditor must be a qualified appraisal firm which has not had any significant prior relationship with either Party or its Affiliates. (vii) The Company shall promptly appoint the Appraiser selected in accordance with Section 17.1(c)(vi) to undertake an appraisal of the fair market value of the Company. Such Appraiser shall provide both Parties with an appraisal report specifying the fair market value of the Company as determined by such Appraiser (the “Third Appraiser’s FMV”) within thirty (30) days after the date of its appointment. All of the costs and expenses associated with such appraisal shall be borne by the Company. (viii) If the Third Appraiser’s FMV falls within the range between the two Preliminary FMVs, then the Third Appraiser’s FMV shall be the Final FMV. If the Third Appraiser’s FMV falls outside the range between the two Preliminary FMVs, then the Final FMV shall be equal to the average of (1) the Third Appraiser’s FMV and (2) values determined by the two (2) Appraisers appointed by Preliminary FMV whose value is closer to the Partiesvalue of the Third Appraiser’s FMV. (bd) Each Appraiser appointed shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market cost replacement value of the assets of the Company. (ce) If at the time the appraisal is undertaken, the appraisal is required to be made conducted by a valuation company that is approved to issue valuations of State-owned assets, each Appraiser appointed Appraiser shall be such a valuation company. (df) Each Appraiser shall submit its appraisal report to both Parties within thirty (30) days after the date of its appointment. (e) For the purposes of this Contract, “Final FMV,” means the fair market value of the Company as determined by the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.

Valuation Procedures. Upon the (a) Promptly following delivery of a Valuation Notice by either Party to the other Party any notice pursuant to Section 16.312.04(a), the following procedures shall be used Principal Members will seek to determine agree on the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets Fair Market Value of the Company. (b) If the Principal Members cannot agree on the Fair Market Value within 30 days of delivery of such notice, the Triggering Member will select an independent investment banking firm of recognized international standing (an “IB Firm”) (the “First Appraiser”) and the Other Principal Member will select an IB Firm (the “Second Appraiser” and, together with the First Appraiser, the “Appraisers ”) to determine the Fair Market Value of the Company. The fees and expenses of each Appraiser will be borne by each of the Principal Members that have retained such Appraiser. (c) If at Within 45 days of the time date of selection of the appraisal is undertakenAppraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Principal Members in writing of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the appraisal basis for such determination). If the Fair Market Value as determined by one Appraiser is required to not more than 110% of the Fair Market Value as determined by the other Appraiser, the Fair Market Value of the Company will be made the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (the “Third Appraiser”). The fees and expenses of the Third Appraiser will be borne by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation companythe Principal Members equally. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser’s determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 12.05 will be final, binding and conclusive upon the Members. (e) For Each Principal Member will share with the purposes of this Contract, “Final FMV,” means Other Principal Member any written information it provides to the fair market value of Third Appraiser and will not communicate other than in writing with the Company as determined by Third Appraiser without giving the AppraiserOther Principal Member an opportunity to be present at any such communication. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.Selected Defined Terms:

Valuation Procedures. Upon the delivery Any determination of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures Fair Market Value under -------------------- this Agreement shall be used to determine the fair market value of the Companymade as follows: (a) Within ten The Members will first seek to agree on such Fair Market Value. (10b) Business Days after If the date Members cannot agree on the Fair Market Value within 30 days of delivery of an event giving rise to the Valuation Noticeneed to determine Fair Market Value, Party A and Party B shall each deliver a notice OBC will promptly select an independent investment banking firm (an “Appointment Notice”"IB Firm") to of recognized international standing (the other Party appointing "First Appraiser") and CTTV will select an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing IB Firm (an “the "Second Appraiser”" and, together with the First Appraiser, the "Appraisers") to determine the fair market value Fair Market Value. The fees and expenses of each Appraiser will be borne by each of the CompanyMembers that have retained such Appraiser. AMENDED AND RESTATED OPERATING AGREEMENT COBASYS LLC (c) Within 45 days of the date of selection of the Appraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Members of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the basis for such determination). If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery the Fair Market Value as determined by one Appraiser is not more than 110% of the Valuation Notice, it shall be deemed Fair Market Value as having waived its right to appoint an Appraiser, and the Appraiser appointed determined by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall Fair Market Value will be equal to the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (2) values determined the "Third Appraiser"). The fees and expenses of the Third Appraiser will be borne by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation companyMembers equally. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser's determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 2.6 will be final, binding and conclusive upon the Members. (e) For Each Member will share with the purposes of this Contract, “Final FMV,” means other Member any written communication it has with the fair market value Third Appraiser and will not communicate other than in writing with the Third Appraiser without giving the other Member an opportunity to be present at any such communication. (f) The aggregate Preferred Interest Amount(s) shall be treated as indebtedness of the Company as determined by the Appraiser. The in any determination of the Final FMV, in accordance with Fair Market Value under this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this ContractAgreement.

Valuation Procedures. Upon the delivery Any determination of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures Fair Market Value under this Agreement shall be used to determine the fair market value of the Companymade as follows: (a) Within ten The Members will first seek to agree on such Fair Market Value. (10b) Business Days after If the date Members cannot agree on the Fair Market Value within 30 days of delivery of an event giving rise to the Valuation Noticeneed to determine Fair Market Value, Party A and Party B shall each deliver a notice OBC will promptly select an independent investment banking firm (an “Appointment Notice”"IB Firm") to of recognized international standing (the other Party appointing "First Appraiser") and CTTV will select an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing IB Firm (an “the "Second Appraiser”" and, together with the First Appraiser, the "Appraisers") to determine the fair market value Fair Market Value. The fees and expenses of each Appraiser will be borne by each of the CompanyMembers that have retained such Appraiser. AMENDED AND RESTATED OPERATING AGREEMENT COBASYS LLC (c) Within 45 days of the date of selection of the Appraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Members of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the basis for such determination). If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery the Fair Market Value as determined by one Appraiser is not more than 110% of the Valuation Notice, it shall be deemed Fair Market Value as having waived its right to appoint an Appraiser, and the Appraiser appointed determined by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall Fair Market Value will be equal to the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (2) values determined the "Third Appraiser"). The fees and expenses of the Third Appraiser will be borne by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets of the Company. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation companyMembers equally. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser's determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 2.6 will be final, binding and conclusive upon the Members. (e) For Each Member will share with the purposes of this Contract, “Final FMV,” means other Member any written communication it has with the fair market value Third Appraiser and will not communicate other than in writing with the Third Appraiser without giving the other Member an opportunity to be present at any such communication. (f) The aggregate Preferred Interest Amount(s) shall be treated as indebtedness of the Company as determined by the Appraiser. The in any determination of the Final FMV, in accordance with Fair Market Value under this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this ContractAgreement.

Valuation Procedures. Upon the (a) Promptly following delivery of a Valuation Notice by either Party to the other Party any notice pursuant to Section 16.312.04(a), the following procedures shall be used Principal Members will seek to determine agree on the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery of the Valuation Notice, Party A and Party B shall each deliver a notice (an “Appointment Notice”) to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: (i) discounted cash flow of the Company; (ii) industry comparables; and (iii) the fair market value of the assets Fair Market Value of the Company. (b) If the Principal Members cannot agree on the Fair Market Value within 30 days of delivery of such notice, the Triggering Member will select an independent investment banking firm of recognized international standing (an "IB Firm") (the "First Appraiser") and the Other Principal Member will select an IB Firm (the "Second Appraiser" and, together with the First Appraiser, the "Appraisers") to determine the Fair Market Value of the Company. The fees and expenses of each Appraiser will be borne by each of the Principal Members that have retained such Appraiser. (c) If at Within 45 days of the time date of selection of the appraisal is undertakenAppraisers, each of the First Appraiser and the Second Appraiser will determine the Fair Market Value and will notify the Principal Members in writing of such determination (specifying the Fair Market Value as determined by such Appraiser and setting forth, in reasonable detail, the appraisal basis for such determination). If the Fair Market Value as determined by one Appraiser is required to not more than 110% of the Fair Market Value as determined by the other Appraiser, the Fair Market Value of the Company will be made the average of the two amounts. In all other cases, the Appraisers will jointly select a third IB Firm (the "Third Appraiser"). The fees and expenses of the Third Appraiser will be borne by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation companythe Principal Members equally. (d) Each The Third Appraiser shall submit its appraisal report to both Parties will, within thirty (30) 45 days after the date of its appointmentretention, determine its view of the Fair Market Value, and the Fair Market Value will thereupon be the average of (i) the Fair Market Value as determined by the Third Appraiser and (ii) whichever of the Fair Market Values as determined by the First Appraiser and the Second Appraiser is closer to the Fair Market Value as determined by the Third Appraiser; provided that if Fair Market Values as determined by the First Appraiser and the Second Appraiser differ by the same amount from the Third Appraiser's determination of Fair Market Value, the Fair Market Value will be as determined by the Third Appraiser. The determination of Fair Market Value in accordance with this Section 12.05 will be final, binding and conclusive upon the Members. (e) For Each Principal Member will share with the purposes of this Contract, “Final FMV,” means Other Principal Member any written information it provides to the fair market value of Third Appraiser and will not communicate other than in writing with the Company as determined by Third Appraiser without giving the AppraiserOther Principal Member an opportunity to be present at any such communication. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Contract.* * * * *

Valuation Procedures. Upon the delivery of a Valuation Notice by either Party to the other Party pursuant to Section 16.3, the following procedures shall be used to determine the fair market value of the Company: (a) Within ten (10) Business Days after the date of delivery From time to time as a majority of the Valuation NoticeBoard of Directors of the Corporation shall determine, Party A in good faith, which determination shall be set forth in written resolutions, and Party B in any event, not less than once a year, the Corporation shall each deliver a notice select in good faith and engage, at its own expense, an independent, nationally recognized appraiser, investment bank, accounting firm or consulting firm (an “Appointment Notice”the "Appraiser") to the other Party appointing an independent and reputable Chinese-foreign joint venture accounting firm registered in Beijing (an “Appraiser”) to determine the fair market value undertake a valuation of the Company. If either Party fails to deliver an Appointment Notice within ten (10) Business Days of delivery of the Valuation Notice, it shall be deemed as having waived its right to appoint an Appraiser, and the Appraiser appointed by the other Party shall be promptly appointed by the Company. If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. If each Party appoints a different Appraiser, the fair market value of the Company shall be equal to the average of the two (2) values determined by the two (2) Appraisers appointed by the Parties. (b) Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company Corporation as of the date of the appraisal most recently ended fiscal quarter (a "Valuation"). The Corporation shall permit the Appraiser, upon reasonable request, access to its properties and facilities to allow the Appraiser the opportunity to make an inspection thereof. The Corporation shall make available to the Appraiser all such financial information, documents and records of the Corporation as the Appraiser may reasonably request for the purpose of conducting a Valuation. The Corporation shall request that the Appraiser use its reasonable efforts to complete a Valuation within 30 days following the date on which it was engaged to undertake such Valuation. The Corporation shall also instruct the Appraiser that it is to produce a report setting forth in reasonable detail a Valuation and the methodology by which the Appraiser arrived at such Valuation. The Corporation shall provide a copy of such report to each holder of shares of Series B Preferred Stock. (b) The Corporation shall instruct the Appraiser to take into account the following valuation methodsfactors, among others, in arriving at a Valuation: (i) discounted cash flow a Valuation shall be a valuation of the CompanyCorporation as an entirety and, unless the Corporation shall have informed the Appraiser of plans to the contrary, shall assume that the Corporation will continue to operate as a going concern for the foreseeable future; (ii) industry comparablesthe Appraiser shall consider the most recent budgets and projections prepared by the Company's management; (iii) a Valuation shall not reflect any discount for minority interests or disparate voting rights among classes of the Corporation's Capital Stock; and (iiiiv) the fair Appraiser shall consider, to the extent it deems appropriate, market value valuations of the assets of the Companycomparable airlines. (c) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed The Appraiser shall derive a price per share of Common Stock from each Valuation, which shall be based on the number of shares of Common Stock outstanding on the date of such a valuation companyValuation. Such price per share, as in effect from time to time, is referred to herein as the "Valuation Price". (d) Each Appraiser Notwithstanding the foregoing, the Company shall submit its appraisal report be required to both Parties within thirty (30) days after obtain a Valuation as of the date of its appointment. (e) For the most recently ended fiscal quarter for purposes of this Contractdetermining the Valuation Price applicable to Sections 6(d)(ii), “Final FMV,” means the fair market value of the Company as determined by the Appraiser. The determination of the Final FMV, in accordance with this Section 17 shall (in the absence of fraud6(d)(ix) be final and binding on the Parties for the purposes of this Contract6(j) hereof.