LIMITED GUARANTEELimited Guarantee • January 29th, 2016 • Yuqing Jing • Power, distribution & specialty transformers • New York
This LIMITED GUARANTEE, dated as of January 24, 2016 (this “Limited Guarantee”), by Mr. Zhiyuan Li, PRC ID No. 450103195501120512 (the “Chairman”) and Forebright New Opportunities Fund, L.P., an exempted limited partnership registered in the Cayman Islands (“Forebright”, together with the Chairman, the “Guarantors” and each, a “Guarantor”), in favor of Jinpan International Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • January 29th, 2016 • Yuqing Jing • Power, distribution & specialty transformers • New York
This Interim Investors Agreement (the "Agreement") is made as of January 24, 2016 by and among Forebright Smart Connection Technology Limited (“Forebright"), Mr. Zhiyuan Li (“Mr. Li”) (collectively, the "Investors") and FNOF E&M Investment Limited (“Parent”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • January 29th, 2016 • Yuqing Jing • Power, distribution & specialty transformers • New York
This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of January 24, 2016 by and among FNOF E&M Investment Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”) and the shareholders of Jinpan International Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”) listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • January 29th, 2016 • Yuqing Jing • Power, distribution & specialty transformers • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 24, 2016, by and among FNOF E&M Investment Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and the shareholders of Jinpan International Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • January 29th, 2016 • Yuqing Jing • Power, distribution & specialty transformers
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
