AGREEMENT AND PLAN OF MERGER Dated as of January 24, 2016 among FNOF E&M INVESTMENT LIMITED SILKWINGS LIMITED and JINPAN INTERNATIONAL LIMITEDAgreement and Plan of Merger • January 25th, 2016 • Jinpan International LTD • Power, distribution & specialty transformers • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 24, 2016, is by and among FNOF E&M Investment Limited, a company with limited liability incorporated under the laws of British Virgin Islands (“Parent”), Silkwings Limited, a company with limited liability incorporated under the laws of the British Virgin Islands, all of the issued and outstanding shares of which are owned by Parent (“Merger Sub”), and Jinpan International Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • Jinpan International LTD • Power, distribution & specialty transformers • New York
If the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus
Summary of the Material Terms of the Contract for ConstructionJinpan International LTD • July 13th, 2007 • Power, distribution & specialty transformers
Wuhan Jinpan Electric Company Ltd. (the “Client”), entered into an agreement (this “Agreement”) with Wuhan Xinqi Construction Group Company Ltd. (the “General Contractor”) on April 13, 2007 for the construction of a manufacturing and office facility at No.2 Industrial Park, South Nanhu Road, Donghu High Tech Development Area, Wuhan, Hubei Province (the “Site”).
ContractSummary of Agreement • April 30th, 2012 • Jinpan International LTD • Power, distribution & specialty transformers
Summary of Agreement between Guilin Jun Tai Fu Construction and Development Co. Ltd. and Guilin Institute of Survey Design to conduct construction site survey in the Guilin facility
JOINT VENTURE PURCHASE AGREEMENTJoint Venture Purchase Agreement • December 20th, 2006 • Jinpan International LTD • Power, distribution & specialty transformers • New York
This JOINT VENTURE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of December 2006 by Jinpan International Limited, a British Virgin Island corporation (the “Buyer”), and Haikou Jinpan Special Transformer Works, a People’s Republic of China corporation registered in Haikou, Hainan Province (the “Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2006 • Jinpan International LTD • Power, distribution & specialty transformers • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 19, 2006, by and between Jinpan International Limited, a British Virgin Islands corporation, with its principal offices at c/o Hainan Jinpan Electric Company, 4-1 No. 100 Nanhai Avenue, Jinpan Development Area, Haikou, Hainan 570216 P.R.C. (the "Company"), and CD Investment Partners, Ltd. (the "Buyer").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2006 • Jinpan International LTD • Power, distribution & specialty transformers • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 19, 2006, by and among Jinpan International Limited, a British Virgin Islands corporation, with its principal offices at c/o Hainan Jinpan Electric Company, 4-1 No. 100 Nanhai Avenue, Jinpan Development Area, Haikou, Hainan 570216 P.R.C. (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • Jinpan International LTD • Power, distribution & specialty transformers • New York
If the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus
Form of Lock-Up AgreementJinpan International LTD • December 20th, 2006 • Power, distribution & specialty transformers
The undersigned, an officer and/or director] of Jinpan International Limited, a British Virgin Islands corporation (the "Company"), understands that ___________________
