AGREEMENT AND PLAN OF MERGER among TECH FULL ELECTRIC COMPANY LIMITED, TECH FULL ELECTRIC ACQUISITION, INC. and HARBIN ELECTRIC, INC. Dated as of June 19, 2011Merger Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 19, 2011, between Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tech Full Electric Acquisition, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Harbin Electric, Inc., a Nevada corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • June 20th, 2011 • Harbin Electric, Inc • Motors & generators
LIMITED GUARANTEE, dated as of June 19, 2011 (this “Limited Guarantee”), by Mr. Tianfu Yang (“Mr. Yang”), Abax Global Opportunities Fund, AGC Asia 5 Ltd. and Prosper Expand Ltd. (collectively “Abax” and, together with Mr. Yang, the “Guarantors” and each, a “Guarantor”) in favor of Harbin Electric, Inc., a Nevada corporation (the “Guaranteed Party”).
VOTING SUPPORT AGREEMENTVoting Support Agreement • June 20th, 2011 • Harbin Electric, Inc • Motors & generators • Nevada
This VOTING SUPPORT AGREEMENT is dated as of June 19, 2011 (this “Agreement”) and by and among Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Harbin Electric, Inc., a Nevada corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Merger Agreement (defined below).
