JST [JINPAN INTERNATIONAL] SC 13D: (Original Filing)
[JOINT FILING AGREEMENT This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument. Zhiyuan Li Yuqing Jing] [Execution Version Strictly Confidential FOREBRIGHT SMART CONNECTION TECHNOLOGY LIMITED January 24, 2016 FNOF E&M Investment Limited Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong Attention: Mr. Kiril Ip Facsimile: (852) 2520 5125 Re: Equity Commitment Letter Ladies and Gentlemen: Sponsor Merger Agreement Parent Merger Sub Company Merger Fund This letter sets forth (a) the commitment of Forebright Smart] [Execution Version Strictly Confidential MR. ZHIYUAN LI January 24, 2016 FNOF E&M Investment Limited (“Parent”) Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong Attention: Mr. Kiril Ip Facsimile: (852) 2520 5125 Re: Equity Commitment Letter Ladies and Gentlemen: Sponsor Merger Agreement Parent Merger Sub Company Merger 1. Commitment Commitment 2. Conditions to Funding 1 3. Termination provided 4.] [Execution Version Strictly Confidential Debt Commitment Letter Mr. Zhiyuan Li A9-301 Sunshine West, 169 Binhai Blvd Haikou, Hainan 57216, P.R. China Facsimile: 898 6681-3519 January 24, 2016 Dear Mr. Li: you Borrower we us Forebright Equity Financing Parent Merger Merger Sub Company Equity Commitment Letter You (“ Facility Transactions In connection with the Merger, you have requested to obtain from] [Execution Version Strictly Confidential ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, Silkwings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“ Shares Schedule A Rollover Shares] [Execution Version Strictly Confidential LIMITED GUARANTEE Limited Guarantee Chairman Guarantors Guarantor Guaranteed Party This LIMITED GUARANTEE, dated as of January 24, 2016 (this “ LIMITED GUARANTEE Merger Agreement Parent Merger Sub Annex 1 Guaranteed Percentage provided Maximum Amount 1. Prohibited Defense (c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the] [Execution Version Strictly Confidential VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Effective Time Merger WHEREAS, concurrently herewith, Parent, Silkwings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“ WHEREAS, as of the date hereof, each Shareholder Beneficially Owns (as defined] [Execution Version INTERIM INVESTORS AGREEMENT Agreement Forebright Mr. Li Investors Parent This Interim Investors Agreement (the " RECITALS Company Merger Sub Merger Agreement Merger WHEREAS, on the date hereof, Jinpan International Limited (the " AGREEMENT 1. AGREEMENTS AMONG THE INVESTORS. Actions of the Company Prohibited Action or Omission provided 1.1 Actions of Parent and Merger Sub 1.2 after the date] []
