[] [Execution Version Strictly Confidential AGREEMENT AND PLAN OF MERGER Dated as of January 24, 2016 among FNOF E&M INVESTMENT LIMITED SILKWINGS LIMITED and JINPAN INTERNATIONAL LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1 Certain Definitions 2 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME 2.1 The Merger 6 2.2 Closing 6 2.3 Effective Time 7 2.4 The Memorandum and Articles] []