Statement of Beneficial Ownership (sc 13d)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

JINPAN INTERNATIONAL LIMITED

(Name of Issuer)

Common Shares, $0.0045 par value per share

(Title of Class of Securities)

G5138L100

(CUSIP Number)

Zhiyuan Li

c/o Hainan Jinpan Electric Company, Ltd

No. 168 Nanhai Avenue (Building No. 7), Haikou Free Trade Zone

Haikou, Hainan, People’s Republic of China

Telephone: +86 898-6681-1301

Yuqing Jing

c/o Jinpan International (USA) Ltd.

390 Veterans Boulevard

Carlstadt, NJ 07072, United States

Telephone: +1 201-460-8778

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 24, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

G5138L100

1	NAMES OF REPORTING PERSON Zhiyuan Li
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OF SHARES
BEN EFICIALLY OWNED BY EACH REPORTING PERSON
WITH

SOLE VOTING POWER

2,650,739⁽¹⁾

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

2,650,739⁽¹⁾

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,741,022⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x⁽²⁾
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%⁽³⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

(1) Includes (i) 2,650,739 common shares and (ii) 90,283 common shares subject to certain vested options excisable by Zhiyuan Li within 60 days. The number of common shares beneficially owned by Zhiyuan Li does not include 1,200,052 common shares beneficially owned by Yuqing Jing, wife of Zhiyuan Li, as to which Zhiyuan Li disclaims beneficial ownership.

(2) Zhiyuan Li may be deemed to be part of a “group” with Yuqing Jing. See Items 2 and 5.

(3) Percentage calculated based on (i) 16,418,456 common shares issued and outstanding as of September 30, 2015, as set forth in the unaudited financial results for the third quarter ended September 30, 2015 as furnished on a Form 6-K filed with the SEC on November 24, 2015 and (ii) 90,283 common shares subject to certain vested options excisable by Zhiyuan Li within 60 days.

CUSIP No.

G5138L100

1	NAMES OF REPORTING PERSON Yuqing Jing
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES
BEN EFICIALLY OWNED BY EACH REPORTING PERSON
WITH

SOLE VOTING POWER

1,200,052

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,200,052

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,245,635⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x⁽²⁾
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%⁽³⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

(1) Includes (i) 388,477 common shares held by Yuqing Jing directly, (ii) 811,575 common shares held by Yuqing Jing as custodian under an account for the benefit of a child and (iii) 45,583 common shares subject to certain vested options excisable by Yuqing Jing within 60 days. The number of common shares beneficially owned by Yuqing Jing does not include 2,650,739 common shares beneficially owned by Zhiyuan Li, husband of Yuqing Jing, as to which Yuqing Jing disclaims beneficial ownership.

(2) Yuqing Jing may be deemed to be part of a “group” with Zhiyuan Li. See Items 2 and 5.

(3) Percentage calculated based on (i) 16,418,456 common shares issued and outstanding as of September 30, 2015, as set forth in the unaudited financial results for the third quarter ended September 30, 2015 as furnished under a Form 6-K filed with the SEC on November 24, 2015 and (ii) 45,583 common shares subject to certain vested options excisable by Yuqing Jing within 60 days.

Introductory Note

This Schedule 13D (this “Schedule 13D”) is filed jointly by Mr. Zhiyuan Li (“Mr. Li”) and Ms. Yuqing Jing (“Ms. Jing”, and together with Mr. Li, the “Reporting Persons”), with respect to Jinpan International Limited, a company organized under the laws of the British Virgin Islands (the “Company”).

This Schedule 13D represents the initial statement on Schedule 13D jointly filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”). The common shares of the Company described herein held by the Reporting Persons were previously reported on the Schedule 13G filed on February 13, 2012.

Item 1. Security and Issuer

This Schedule 13D relates to the common shares, par value US$0.0045 per share (the “Shares”), of the Company. The principal executive offices of the Company is c/o Hainan Jinpan Electric Company, Ltd, No. 168 Nanhai Avenue (Building No. 7), Haikou Free Trade Zone, Haikou, Hainan, People’s Republic of China.

Item 2. Identity and Background.

(a) – (c), (f) This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (“Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 7.01.

However, Mr. Li expressly disclaims beneficial ownership for all purposes of the Shares held by his wife, Ms. Jing, and Ms. Jing expressly disclaims beneficial ownership for all purposes of the Shares held by her husband, Mr. Li.

Mr. Li is the chairman of the board of directors, the president, and the chief executive officer of the Company. The principal business and office address of Mr. Li is c/o Hainan Jinpan Electric Company, Ltd, No. 168 Nanhai Avenue (Building No. 7), Haikou Free Trade Zone, Haikou, Hainan, People’s Republic of China. Mr. Li is a citizen of the People’s Republic of China.

Ms. Jing is the secretary of the Company. The principal business and office address of Ms. Jing is c/o Jinpan International (USA) Ltd., 390 Veterans Boulevard, Carlstadt, NJ 07072, United States. Ms. Jing is a citizen of the United States.

(d) - (e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to the agreement and plan of merger, dated as of January 24, 2016 (the “Merger Agreement”), by and among FNOF E&M Investment Limited, a company with limited liability incorporated under the laws of the 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 the Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.02, and is incorporated herein by reference in its entirety.

It is anticipated that, at a price of US$6.00 in cash per share without interest, approximately US$75.5 million will be expended in acquiring all of the Shares owned by shareholders of the Company other than the Reporting Persons in connection with the Merger.

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained by Parent pursuant to (i) an equity commitment letter, dated as of January 24, 2016 (the “Forebright Equity Commitment Letter”), by and among Forebright Smart Connection Technology Limited (“Forebright”), a company established under the laws of the Hong Kong and a special purpose vehicle established by Forebright New Opportunities Fund, L.P. (the “Fund”), a private equity fund managed by Forebright Capital Management Limited, the Fund and Parent, and (ii) an equity commitment letter, dated as of January 24, 2016 (the “Mr. Li Equity Commitment Letter”), by and between Mr. Li and Parent. Under the terms and subject to the conditions of the Forebright Equity Commitment Letter, Forebright will provide equity financing of approximately US$27.7 million to Parent and the Fund will guarantee the funding obligations of Forebright under such commitment letter. The source of funds for such equity financing will come from the investors in the Fund. Under the terms and subject to the conditions of the Mr. Li Equity Commitment Letter, Mr. Li will provide equity financing of approximately US$47.8 million to Parent. The source of funds for such equity financing will come from Mr. Li’s personal funds and a loan facility to be provided pursuant to a debt commitment letter, dated as of January 24, 2016 (the “Debt Commitment Letter”) by and among Mr. Li, Forebright and the Fund. Under the Debt Commitment Letter, Forebright will provide a senior secured term loan facility in an aggregate principal amount of US$25 million to Mr. Li and the Fund will guarantee the funding obligations of Forebright under such commitment letter. The information disclosed in this paragraph is qualified in its entirety by reference to the Forebright Equity Commitment Letter, the Mr. Li Equity Commitment Letter and the Debt Commitment Letter, copies of which have been filed as Exhibit 7.03, Exhibit 7.04 and Exhibit 7.05, respectively, and are incorporated herein by reference in their entirety.

On January 24, 2016, the Reporting Persons entered into a rollover agreement (the “Rollover Agreement”) with Parent. Pursuant to the Rollover Agreement, the Reporting Persons agreed that, immediately prior to the effective time of the Merger, they will contribute to Parent an aggregate of 3,850,791 Shares in exchange for the same amount of shares of Parent. The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which has been filed as Exhibit 7.06 and is incorporated herein by reference in their entirety.

In connection with the execution of the Merger Agreement, the Fund and Mr. Li executed and delivered to the Company a limited guarantee, dated as of January 24, 2016 (the “Limited Guarantee”). Pursuant to the Limited Guarantee, each of the Fund and Mr. Li guaranteed certain payment obligations of Parent and Merger Sub under the Merger Agreement. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Limited Guarantee, a copy of which has been filed as Exhibit 7.07 and is incorporated herein by reference in their entirety.

Item 4. Purpose of Transaction.

On January 25, 2016, the Company announced in a press release that it had entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged

with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each Share issued and outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive US$6.00 per share in cash and without interest, except for the excluded shares (the “Excluded Shares”), which include (i) the Shares (the “Rollover Shares”) beneficially owned by the Reporting Persons, (ii) the Shares owned by holders of the Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Companies Act, 2004, as amended (“Dissenting Shares”), and (iii) Shares owned by the Company or any direct or indirect wholly-owned subsidiary of the Company. Each Excluded Share (other than the Dissenting Shares) issued and outstanding immediately prior to the effective time of the Merger, by virtue of the merger and without any action on the part of its holder, shall be cancelled and shall cease to exist as of the effective time of the Merger, and no consideration shall be delivered with respect thereto. Each Dissenting Share will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 179 of the BVI Business Companies Act, 2004, as amended.

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval by an affirmative vote of shareholders representing more than fifty percent (50%) of the outstanding Shares of the Company, present and voting in person or by proxy as a single class at a general meeting of the Company’s shareholders duly convened to consider the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is for Parent to acquire all of the Shares not held by the Reporting Persons. If the Merger is consummated, the Shares will no longer be listed on NASDAQ Global Select Market, and the Company will be privately held by Parent. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a voting agreement (the “Voting Agreement”) with Parent. Pursuant to the Voting Agreement, the Reporting Persons, who own an aggregate of approximately 23.5% of the outstanding Shares, representing approximately 23.5% in the Company’s shareholder votes, agreed, among other things, to, at the shareholders’ meeting of the Company for purposes of voting upon and approving the Merger Agreement and the transactions contemplated thereby, (i) appear at such meeting or otherwise cause their Shares to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote or cause to be voted at such meeting all their Shares (A) in favor of the approval of the Merger Agreement and any actions required in furtherance thereof, (B) against any alternative transaction or the approval of any other action contemplated by an alternative transaction, (C) against any action, agreement or transaction that is intended or the effect of which could materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger, or the Voting Agreement or the performance by the Reporting Persons of the obligations under the Voting Agreement, (D) against any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Reporting Persons in the Voting Agreement, (E) in favor of any adjournment or postponement of the shareholders’ meeting of the Company at which any of the matters described herein, and (F) in favor of any other matter necessary to effect the transactions under the Merger Agreement, including the Merger, unless the Company’s board of directors (at the direction of the special committee) or the special committee has made a change in the company recommendation. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, a copy of which has been filed as Exhibit 7.08 and is incorporated herein by reference in their entirety.

Pursuant to the Merger Agreement, at the effective time of the Merger, the memorandum and articles of association of Merger Sub shall be the memorandum and articles of association of the surviving corporation, and the directors of Merger Sub at the effective time of the Merger shall become the initial directors of the surviving corporation upon the effective time of the Merger.

Concurrently with the execution of the Merger Agreement, Mr. Li, Forebright, and Parent entered into an interim investors agreement (the “Interim Investors Agreement”). The Interim Investors Agreement provides that, among other things, (i) none of Forebright and Mr. Li shall present to the Company or any subsidiary of the Company any request that such entity take or omit to take any action, which action or omission (the “Prohibited Action or Omission”) shall or shall reasonably be expected to (x) cause the Company to be in breach of any representation, warranty, covenant or agreement under the Merger Agreement, (y) constitute, either alone or in combination with any other circumstance, a Material Adverse Effect as defined in the Merger Agreement; and (ii) none of Forebright and Mr. Li shall consent to any Prohibited Action or Omission in writing. The Interim Investors Agreement also provides that all actions of Parent and Merger Sub relating to the Merger Agreement shall require the approval of each of Forebright and Mr. Li. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Interim Investors Agreement, a copy of which has been filed as Exhibit 7.09 and is incorporated herein by reference in their entirety.

Item 3 of this Schedule 13D is incorporated herein by reference.

Other than as described in Item 3 and Item 4 above, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) – (b) The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

The Company reported on its unaudited financial results for the third quarter ended September 30, 2015 as furnished on a Form 6-K filed with the SEC on November 24, 2015, that as of September 30, 2015, a total of 16,418,456 of its Shares were issued and outstanding.

With respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein by reference, as if set forth in their entirety.

By virtue of their actions in respect of the Merger as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Shares beneficially owned by the members of the group as a whole; thus, the Reporting Persons may be deemed to beneficially own in the aggregate 3,986,657 Shares (including options that vest within 60 days), which represents approximately 24.3% of the total outstanding Shares and the voting power as of September 30, 2015. Each Reporting Person disclaims any beneficial ownership of such shares held by each other Reporting Person.

(c) Except as set forth in Item 3 and 4 above and incorporated herein by reference, none of the Reporting Persons has effected any transactions in the Shares during the 60 days preceding the filing of this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The descriptions of the Merger Agreement, Forebright Equity Commitment Letter, Mr. Li Equity Commitment Letter, Debt Commitment Letter, Rollover Agreement, Limited Guarantee, Voting Agreement and the Interim Investors Agreement under Item 3 and Item 4 are incorporated herein by reference. The summary of certain provisions of such agreements in this Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements.

To the best of the knowledge of the Reporting Persons, except as provided herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, or the giving or withholding of proxies, between any of the Reporting Persons, and any other person, with respect to any securities of the Company, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits.

Exhibit 7.01	Joint Filing Agreement by and between the Reporting Person dated as of January 29, 2016

Exhibit 7.02	Agreement and Plan of Merger by and among Parent, Merger Sub and the Company dated as of January 24, 2016, incorporated herein by reference to Exhibit 2 to the Report on Form 6-K furnished by the Company to the SEC on January 25, 2016

Exhibit 7.03	Equity Commitment Letter by and among Forebright, the Fund and Parent dated as of January 24, 2016

Exhibit 7.04	Equity Commitment Letter by and between Mr. Li and Parent dated as of January 24, 2016

Exhibit 7.05	Debt Commitment Letter by and among Forebright, the Fund and Parent dated as of January 24, 2016

Exhibit 7.06	Rollover Agreement by and among Mr. Li, Ms. Jing and Parent dated as of January 24, 2016

Exhibit 7.07	Limited Guarantee by and among Mr. Li, the Fund and the Company dated as of January 24, 2016.

Exhibit 7.08	Voting Agreement by and among Mr. Li, Ms. Jing and Parent dated as of January 24, 2016

Exhibit 7.09	Interim Investors Agreement by and among Mr. Li, Forebright and Parent dated as of January 24, 2016

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 29, 2016

	Zhiyuan Li

	/s/ Zhiyuan Li

	Yuqing Jing

	/s/ Yuqing Jing

[Signature Page to Schedule 13D]

Exhibit 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares of Jinpan International Limited and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 29, 2016

	Zhiyuan Li

	/s/ Zhiyuan Li

	Yuqing Jing

	/s/ Yuqing Jing

[Signature Page to Joint Filing Agreement]

Exhibit 7.03

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:

This letter sets forth (a) the commitment of Forebright Smart Connection Technology Limited, a company established under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (the “Sponsor”), subject to (i) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) dated as of the date hereof by and among FNOF E&M Investment Limited, a business company with limited liability incorporated under the laws of British Virgin Islands (“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 (“Merger Sub”), and Jinpan International Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (ii) the terms and conditions contained herein, and (b) the guarantee by Forebright New Opportunities Fund, L.P. (the “Fund”) of the Sponsor’s payment obligations under this letter (which obligations are subject to the terms and conditions in the Merger Agreement and this letter). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1. Commitment. The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price in immediately available funds equal to $27,700,000 (such sum, the “Commitment”), which will be applied by Parent to (i) fund a portion of the aggregate Per Share Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement and (ii) pay related fees and expenses pursuant to the Merger Agreement. Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Parent. In the event Parent does not require the full amount of the Commitment in order to consummate the Merger, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the aggregate Per Share Merger Consideration and pay related costs, fees and expenses related to the transactions contemplated by the Merger Agreement.

Sub’s obligations to effect the Merger set forth in Sections 7.01 and 7.02 of the Merger Agreement as in effect from time to time (other than those conditions that by their nature are to be satisfied at the Closing).

3. Termination. This letter, and the obligation of the Sponsor to fund its Commitment will terminate automatically and immediately to the extent described below upon the earlier to occur of (i) the Effective Time; provided that the Sponsor shall at or prior to the Effective Time have fully funded and paid to Parent the Commitment and fully performed other obligations hereunder, and (ii) the termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Sponsor shall not have any further obligations or liabilities hereunder.

4. No Modification. Neither this letter nor any provision hereof may be amended, modified, supplemented, terminated or waived except by an agreement in writing signed by each of the parties hereto and the Company. No transfer or assignment of any rights or obligations hereunder shall be permitted without the consent of Parent, the Sponsor and the Company.

5. Enforceability; Third-Party Beneficiary. This letter shall inure to the benefit of and be binding upon the undersigned parties. Nothing in this letter, express or implied, is intended to, nor does it, confer upon any person (other than the undersigned parties) any rights or remedies under, or by reason of, or any rights (i) to enforce the Commitment or any provisions of this letter or (ii) to confer upon any person any rights or remedies against any person other than the undersigned parties under or by reason of this letter, provided, however, that the Company is an express third-party beneficiary of this letter agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this letter agreement by the parties hereto, in addition to any other remedy at law or equity. In no event shall any of Parent’s creditors or any other person have any right to enforce this letter.

6. Governing Law. This letter and all disputes or controversies arising out of or relating to this letter or the transaction contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

7. Submission to Jurisdiction.

(b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this letter agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 7(a) (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award

punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 7, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this letter agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7(a) in any way.

8. Counterparts. This letter may be executed in counterparts and by facsimile or in .pdf format, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

9. Representations and Warranties. Each of the Sponsor and the Fund hereby represents and warrants with respect to itself to Parent that (a) it has all requisite power and authority to execute, deliver and perform this letter, (b) the execution, delivery and performance of this letter by it has been duly and validly authorized and approved by all necessary action by it, (c) this letter has been duly and validly executed and delivered by it and constitutes its valid and legally binding obligation, enforceable against it in accordance with the terms of this letter (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles), (d) as of the Closing, the Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (e) as of the Closing, it has uncalled capital commitments or otherwise has available funds in excess of the sum of the Commitment and all of its other unfunded contractually binding equity commitments that are then outstanding, (f) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter by it, and (g) the execution, delivery and performance of this letter by it do not, (x) violate its organizational documents, (y) violate any applicable Law binding on it or its assets, or (z) conflict with any Contract to which it is a party or that is binding on it.

equity holders, controlling persons, directors, officers, employees, agents, Affiliates (other than the Sponsors, the Fund, the Rollover Shareholders, the Guarantors, Parent, Merger Sub and their respective successors or permitted assigns) including, for the avoidance of doubt, members, managers or general or limited partners of the Sponsors, Merger Sub, or Parent, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate (other than the Sponsors, the Fund, the Rollover Shareholders, the Guarantors, Parent, Merger Sub and their respective successors or permitted assigns) or agent of any of the foregoing (collectively, each of the foregoing but not including the Sponsors, the Fund, the Rollover Shareholders, the Guarantors, Parent, Merger Sub or their respective successors and assignees, a “Non-Recourse Party”), through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

11. Notices. All notices, requests, claims, demands and other communications under this letter shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such party may subsequently specify by proper notice under this letter), with a confirmatory copy to be sent by overnight courier, and (c) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11):

if to Parent, to:

FNOF E&M Investment Limited

Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Mr. Kiril Ip

Facsimile: (852) 2520 5125

Email: kiril.ip@forebrightcapital.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

E-mail: Peter.Huang@skadden.com

if to the Sponsor and the Fund, to:

Forebright Smart Connection Technology Limited

Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Mr. Kiril Ip

Facsimile: (852) 2520 5125

Email: kiril.ip@forebrightcapital.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

E-mail: Peter.Huang@skadden.com

12. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER.

13. Complete Agreement. This letter, together with the applicable portions of the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

14. Severability. Any term or provision of this letter which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter in any other jurisdiction. If any provision of this letter is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

15. Guarantee. The undersigned, Forebright New Opportunities Fund, L.P., hereby guarantees to Parent the obligations of the Sponsor to fund its Commitment upon the terms and subject to the conditions of this letter.

[Remainder of page intentionally left blank]

	Very truly yours,

	FOREBRIGHT SMART CONNECTION TECHNOLOGY LIMITED

	By:	/s/ Kiril Ip
		Name: Kiril Ip
		Title: Director

	FOREBRIGHT NEW OPPORTUNITIES FUND, L.P.

	Acting by its general partner
	FNOF GP LIMITED

	By:	/s/ Kiril Ip
	Name:	Kiril Ip
	Title:	Director

[Signature Page to Forebright Equity Commitment Letter]

Agreed to and acknowledged
as of the date first written above:

FNOF E&M Investment Limited

By:	/s/ Kiril Ip
	Name: Kiril Ip
	Title: Director

[Signature Page to Forebright Equity Commitment Letter]

Exhibit 7.04

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:

This letter sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) dated as of the date hereof by and among FNOF E&M Investment Limited, a business company with limited liability incorporated under the laws of British Virgin Islands (“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 (“Merger Sub”), and Jinpan International Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), and (ii) the terms and conditions contained herein. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1. Commitment. The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of Parent and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price in immediately available funds equal to $47,800,000 (such sum, the “Commitment”), which will be applied by Parent to (i) fund a portion of the aggregate Per Share Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement and (ii) pay related fees and expenses pursuant to the Merger Agreement. Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Parent. In the event Parent does not require the full amount of the Commitment in order to consummate the Merger, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the aggregate Per Share Merger Consideration and pay related costs, fees and expenses related to the transactions contemplated by the Merger Agreement.

2. Conditions to Funding. The payment of the Commitment to Parent shall be subject to (i) the execution and delivery of the Merger Agreement by the Company, and (ii) the satisfaction, or waiver by Parent, of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Sections 7.01 and 7.02 of the Merger Agreement as in effect from time to time (other than those conditions that by their nature are to be satisfied at the Closing).

3. Termination. This letter, and the obligation of the Sponsor to fund his Commitment will terminate automatically and immediately to the extent described below upon the earlier to occur of (i) the Effective Time; provided that the Sponsor shall at or prior to the Effective Time have fully funded and paid to Parent the Commitment and fully performed other obligations hereunder, and (ii) the termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Sponsor shall not have any further obligations or liabilities hereunder.

5. Enforceability; Third-Party Beneficiary. This letter shall inure to the benefit of and be binding upon Parent and the Sponsor. Nothing in this letter, express or implied, is intended to, nor does it, confer upon any person (other than Parent and the Sponsor) any rights or remedies under, or by reason of, or any rights (i) to enforce the Commitment or any provisions of this letter or (ii) to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this letter, provided, however, that the Company is an express third-party beneficiary of this letter agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this letter agreement by the parties hereto, in addition to any other remedy at law or equity. In no event shall any of Parent’s creditors or any other person have any right to enforce this letter.

7. Submission to Jurisdiction.

of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

9. Representations and Warranties. The Sponsor hereby represents and warrants with respect to himself to Parent that (a) he is not a minor and has the capacity to execute, deliver and perform this letter; (b) this letter has been duly and validly executed and delivered by him and constitutes his valid and legally binding obligation, enforceable against him in accordance with the terms of this letter, (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles); (d) he currently has, and will have as of the Closing, available funds in excess of the sum of his Commitment and all of his other unfunded contractually binding equity commitments that are then outstanding; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter; and (f) the execution, delivery and performance by the Sponsor of this letter do not (i) violate any applicable Law or judgment or (ii) result in any violation of, or default (with or without notice or lapse of time, or both under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any Contract to which the Sponsor is a party or that is binding on the Sponsor.

10. No Recourse. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter, Parent covenants, agrees and acknowledges that no person (other than the Sponsors, the Rollover Shareholders, the Guarantors, Parent, Merger Sub and their respective successors permitted assigns) has any obligation hereunder and that, notwithstanding that the Sponsor or its Affiliates may be partnerships or limited liability companies, Parent has no right of recovery under this letter, or any claim based on such obligations against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates (other than the Sponsors, the Rollover Shareholders, the Guarantors, Parent, Merger Sub and their respective successors or permitted assigns) including, for the avoidance of doubt, members, managers or general or limited partners of the Sponsors, Merger Sub, or Parent, or any former,

current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate (other than the Sponsors, the Rollover Shareholders, the Guarantors, Parent, Merger Sub and their respective successors or permitted assigns) or agent of any of the foregoing (collectively, each of the foregoing but not including the Sponsors, the Rollover Shareholders, the Guarantors, Parent, Merger Sub or their respective successors or assignees themselves, a “Non-Recourse Party”), through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

if to Parent, to:

FNOF E&M Investment Limited

Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Mr. Kiril Ip

Facsimile: (852) 2520 5125

E-mail: kiril.ip@forebrightcapital.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

E-mail: Peter.Huang@skadden.com

if to the Sponsor, to:

Mr. Zhiyuan Li

A9-301 Sunshine West ,169 Binhai Blvd, Haikou, Hainan 57216 , P.R China

Facsimile: 898 6681-3519

Email: lizy@jst.com.cn

ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER.

13. Complete Agreement. This letter, together with and the applicable portions of the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

[Remainder of page intentionally left blank]

	Very truly yours,

	ZHIYUAN LI

	/s/ Zhiyuan Li

[Signature Page to Mr. Li Equity Commitment Letter]

Agreed to and acknowledged
as of the date first written above:

FNOF E&M Investment Limited

By:	/s/ Kiril Ip
	Name: Kiril Ip
	Title: Director

[Signature Page to Mr. Li Equity Commitment Letter]

Exhibit 7.05

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 (“you” or the “Borrower”) have advised Forebright Smart Connection Technology Limited (“we”, “us” or “Forebright”) that you have agreed to provide equity financing in the amount of $47,800,000 the “Equity Financing”) to FNOF E&M Investment Limited (“Parent”) to be used by Parent to acquire, through the merger (the “Merger”) of Silkwings Limited (“Merger Sub”), a wholly owned subsidiary of Parent, with and into Jinpan International Limited (the “Company”), all of the outstanding shares of the Company, which Equity Financing shall be provided by you to Parent in accordance with the terms and conditions of that certain equity commitment letter, dated as of the date hereof, by and between you and Parent (the “Equity Commitment Letter”).

In connection with the Merger, you have requested to obtain from us a senior secured term loan facility (the “Facility” and, together with the Merger, the “Transactions”) in an aggregate principal amount of $25,000,000, all of which will be used by you to fund a portion of the Equity Financing.

Commitment

We are pleased to confirm our agreement to provide the full amount of the Facility in an aggregate principal amount of $25,000,000 on the terms and the conditions set out in this letter (such commitment, the “Commitment”).

Terms of the Commitment

You hereby agree and covenant that:

(a)

you will use the Facility solely for the purpose of funding your payment obligation to fund the Equity Financing in accordance with the terms of the Equity Commitment Letter;

(b)

you will repay, or cause to be repaid, to Forebright or any assignee of Forebright, the full amount of the Facility, on the date that falls on the first (1^st) anniversary of the closing of the Merger in accordance with the terms of the Agreement and Plan of Merger dated the date hereof among Parent, Merger Sub and the Company;

(c)

the Facility (together with all interests accrued thereupon and any other obligations owed to us thereunder) shall be secured by 27.4% of the legal and beneficial equity interests in Parent and its subsidiaries owned by you or any of your affiliate, which security interest shall not be released and discharged until you have repaid the Facility in full in accordance with the terms of this Commitment Letter and the facility agreement entered into in accordance with Section 4 below (the “Facility Agreement”);

Execution Version

Strictly Confidential

(d)

the interest rate for the Facility shall be 8% per annum;

(e)

the interest period for the Facility shall be one (1) year; and

(f)

prior to the repayment in full of the Facility, you will not sell, transfer, divest, dispose of, hypothecate, pledge, or otherwise encumber in any way any equity interests in Parent or its subsidiaries legally or beneficially owned by you or your affiliates.

Conditions Precedent

The obligations of Forebright to provide the Facility are subject to satisfaction (or waiver by us at our sole discretion) of the following conditions:

(a)

execution and delivery of the Definitive Agreements (as defined below); and

(b)

the satisfaction (or waiver by us) of each of the conditions set forth in Section 2 of that certain equity commitment letter, dated as of the date hereof, by and between Forebright and Parent.

Definitive Agreements

4.1

Each of the parties agrees to negotiate in good faith, and to allocate sufficient resources and personnel to ensure that the parties hereto shall enter into (a) the Facility Agreement, and (b) a share charge over the Borrower’s legal and beneficial equity interests in Parent and its subsidiaries constituting 27.4% of such interest in favour of Forebright (collectively, the “Definitive Agreements”), the terms and conditions of each of which shall reflect the terms contained in paragraphs 1, 2 and 4 hereof, and be consistent with the terms and conditions under this Commitment Letter, as soon as reasonably practicable following the date of this Commitment Letter and in any event prior to the earlier of the effective time of the Merger, and the date falling three (3) months after the date of this Commitment Letter (the “Proposed Signing Date”). There shall be one drawdown under the Facility, which shall occur on or prior to the effective time of the Merger.

4.2

If the parties hereto have not agreed on any term or provision of the Definitive Agreements by the Proposed Signing Date, the parties shall adopt the draft of the corresponding term or provision contained in the then current recommended form of Senior Multicurrency Term and Revolving Facilities Agreement for Leveraged Acquisition Finance Transactions of the Loan Market Association (the “Precedent Facilities Agreement”), to the extent applicable to the Facility (subject to the specific terms as set forth in Section 2 hereof), provided that where the Precedent Facilities Agreement contains more than one drafting option, is silent on a particular point or the provisions of the Precedent Facilities Agreement require more than minor or technical changes in order to be adapted to the Facility Agreement, then the parties shall use the relevant language as may be reasonably determined by Forebright.

4.3

The Parties hereunder agree that notwithstanding anything to the contrary contained herein, there shall be no conditions precedent or other contingencies related to the draw-down of the full amount of the Facility under the Definitive Agreements, whether implied or express, other than those as set forth in Section 3 hereof.

4.4

The Borrower hereby undertakes to comply in all material respects with the terms of this Commitment Letter and the Definitive Agreements.

Indemnification

5.1

The Borrower shall, within three (3) days of demand indemnify each Indemnified Person against any cost, expense, loss or liability (including without limitation legal fees) incurred by or awarded against that Indemnified Person in each case arising out of or in connection with

Execution Version

Strictly Confidential

any action, claim, investigation or proceeding commenced or threatened (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) in relation to:

(a)

the use of proceeds of the Facility;

(b)

this Commitment Letter or any Definitive Agreement entered into in connection herewith; and/or

(c)

the Commitment.

5.2

The Borrower shall not be liable under paragraph 5.1 of this Commitment Letter for any cost, expense, loss or liability (including without limitation legal fees) incurred by or awarded against an Indemnified Person if that cost, expense, loss or liability results directly from any breach by that Indemnified Person of this Commitment Letter or any Definitive Agreement entered into in connection herewith which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Indemnified Person.

5.3

The Borrower agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or any of its affiliates for or in connection with anything referred to in paragraph 5.1 of this Commitment Letter except, following the date hereof, for any such cost, expense, loss or liability incurred by the Borrower that results directly from any breach by that Indemnified Person of this Commitment Letter or any Definitive Agreement entered into in connection herewith which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Indemnified Person. Notwithstanding the foregoing, no Indemnified Person shall be responsible or have any liability to the Borrower or any of its affiliates or anyone else for consequential losses or damages or punitive damages.

5.4

For the purposes of this paragraph 5, “Indemnified Person” means Forebright, any of its affiliates and each of their respective directors, officers, employees, agents or advisors.

No Announcements

Each of the parties hereto shall not make, and shall cause each of its affiliates not to make, any public announcement regarding any Transaction without the prior consent of the other parties hereto and the Company (such consent not to be unreasonably withheld or delayed), except to the extent required by law, regulation or applicable governmental or regulatory authority (including any applicable stock exchange or the US Securities and Exchange Commission).

No Assignment

No party hereto may assign or transfer any of its rights or obligations under this Commitment Letter without the prior written consent of the other parties and the consent of the Company; provided that Forebright may assign or transfer any of its rights or obligations hereunder to one or more of its affiliates without the Borrower’s consent.

Termination

8.1

Subject to paragraphs 9 (Survival) of this Commitment Letter, this Commitment Letter shall terminate on the earliest of: (i) the closing of the Merger, and (ii) the termination of the Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, Merger Sub and the Company, in accordance with its terms. Upon termination of this Commitment Letter, Forebright shall not have any further obligations or liabilities hereunder.

Execution Version

Strictly Confidential

Survival

9.1

The terms of paragraph 6 (No Announcements) to paragraph 16 (Entire Agreement), inclusive, of this Commitment Letter shall survive and continue after the termination of this Commitment Letter.

10.

Amendments

No waiver or amendment of any provision of this Commitment Letter shall be effective unless it is in writing and signed by the parties hereto and agreed to by the Company.

11.

Third Party Rights

11.1

Unless expressly provided to the contrary in this Commitment Letter, a person who is not a party to this Commitment Letter is not a third-party beneficiary to this Commitment Letter, and has no right to enforce or to enjoy the benefit of any of its terms; provided, however, that the Company is an express third-party beneficiary of this Commitment Letter and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this Commitment Letter by any party hereto, in addition to any other remedy at law or equity.

12.

Counterparts

12.1

This Commitment Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy.

12.2

Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or in electronic format (e.g., “.pdf” or “.tif”) is equally as effective as delivery of an original executed counterpart of this Commitment Letter.

13.

Notices

13.1

Any communication to be made under or in connection with this Commitment Letter shall be made in writing and, unless otherwise stated, may be made by fax, email or letter.

13.2

Notices and communications to be given to the Borrower shall be sent to:

Name:		Zhiyuan Li

Address:		A9-301 Sunshine West ,169 Binhai Blvd, Haikou, Hainan 57216 , P.R China

Fax:		898 6681-3519

Email:		lizy@jst.com.cn

13.3

Notices and communications to be given to Forebright and Forebright New Opportunities Fund, L.P. shall be sent to:

Name:		Forebright Smart Connection Technology Limited

Address:		Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong

Attention:		Mr. Kiril Ip

Fax:		(852) 2520 5125

Email:		kiril.ip@forebrightcapital.com

Execution Version

Strictly Confidential

14.

Governing Law

This Commitment Letter and all disputes or controversies arising out of or relating to this Commitment Letter or the transaction contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

15.

Submission to Jurisdiction

15.1

Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Commitment Letter shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this paragraph 15.1 (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

15.2

Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this paragraph 15, any party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this letter agreement is governed by the laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this paragraph 15.2 is only applicable to the seeking of interim injunctions and does not restrict the application of paragraph 15.1 in any way.

16.

Entire Agreement

This Commitment Letter contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all contemporaneous or prior agreements or understandings, both written and oral, between the parties with respect to the subject matter hereof.

17.

Guarantee.

The undersigned, Forebright New Opportunities Fund, L.P., hereby guarantees to the Borrower the obligations of Forebright to fund the Commitment upon the terms and subject to the conditions of this Commitment Letter.

If you agree to the above, please sign, date and return to us the enclosed copies of this Commitment Letter. We look forward to working with you on this transaction.

	Yours faithfully,

	FOREBRIGHT SMART CONNECTION TECHNOLOGY LIMITED

	By:	/s/ Kiril Ip
	Name:	Kiril Ip
	Title:	Director

	FOREBRIGHT NEW OPPORTUNITIES FUND, L.P.

	Acting by its general partner
	FNOF GP LIMITED

	By:	/s/ Kiril Ip
	Name:	Kiril Ip
	Title:	Director

I agree to the terms set out above.

ZHIYUAN LI
as the Borrower

/s/ Zhiyuan Li

Exhibit 7.06

Execution Version

Strictly Confidential

ROLLOVER AGREEMENT

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).

RECITALS

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 (“Merger Sub”), and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”);

WHEREAS, each Rollover Shareholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such ordinary shares, par value US$0.0045 per share, of the Company (the “Shares”) as set forth opposite such Rollover Shareholder’s name on Schedule A (with respect to each Rollover Shareholder, the “Rollover Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Shareholders desire to waive their right to receive any Merger Consideration with respect to any of the Rollover Shares in exchange for newly issued, ordinary shares of Parent (the “Parent Shares”);

WHEREAS, in order to induce Parent, Merger Sub and the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Shareholders are entering into this Agreement; and

WHEREAS, the Rollover Shareholders acknowledge that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholders set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent and the Rollover Shareholders hereby agree as follows:

1. Cancellation of Rollover Shares. Subject to the conditions set forth herein, without further action by the Rollover Shareholders, all of the Rollover Shares shall be cancelled at the Closing for no consideration.

2. Issuance of Parent Shares. As consideration for the cancellation of the Rollover Shares pursuant to Section 1, Parent shall issue Parent shares in the name of each Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an Affiliate of such Rollover Shareholder) for the Rollover Shares cancelled by such Rollover Shareholder, in the amount set forth on Schedule A (collectively, the “Parent Shares”). Each Rollover Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Parent with respect to the cancellation of the applicable Rollover Shares, and (b) upon receipt of such Parent Shares, such Rollover Shareholder shall have no right to any Merger Consideration with respect to the Rollover Shares so cancelled.

3. Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing), the closing of the cancellation and exchange of the Rollover Shares contemplated hereby (the “Rollover Closing”) shall take place within at or prior to the Closing.

4. Deposit of Rollover Shares. No later than five (5) Business Days prior to the Rollover Closing, the Rollover Shareholders and any agent of the Rollover Shareholders holding certificates evidencing any Rollover Shares (including, without limitation, any broker holding securities in “street name”) shall deliver or cause to be delivered to Parent all certificates representing Rollover Shares in such persons’ possession for disposition in accordance with the terms of this Agreement (the “Share Documents”). The Share Documents shall be held in escrow by Parent or any agent authorized by Parent until the Rollover Closing.

5. Irrevocable Election.

(a) The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 8 and the proviso in Section 22, the irrevocable election and agreement by the Rollover Shareholders to cancel their respective Rollover Shares in exchange for Parent Shares at the Rollover Closing upon the terms and subject to conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 8, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer; (ii) sell (constructively or otherwise), offer to sell, give, transfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of or otherwise dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Rollover Shares or any right, title or interest thereto or therein (including by operation of Law), including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, except (x) pursuant to this Agreement or

the Merger Agreement, or (y) any Transfer to an Affiliate of such Rollover Shareholder, provided that such Affiliate shall have agreed in writing in a form reasonably acceptable to Parent to be bound by this Agreement and notice shall have been provided to the Company; (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent and the Rollover Shareholders (the “Voting Agreement”)) with respect to any Rollover Shares; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iii). Any purported Transfer in violation of this paragraph shall be void.

(b) Each Rollover Shareholder covenants and agrees, severally and not jointly, that (i) without the prior written consent of Parent and the Company, such Rollover Shareholder shall not, directly or indirectly, alone or with others in any manner, acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, or enter into any agreement, arrangement or undertaking to acquire, directly or indirectly, alone or in concert with others by purchase, gift or otherwise, any direct or indirect interest in Shares, (ii) such Rollover Shareholder shall promptly (and in any event within 24 hours) notify Parent and the Company of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, as a result of a purchase, share dividend or distribution, share split, recapitalization, combination, reclassification, exchange of such shares, or upon exercise or conversion of any options or securities of the Company, if any, after the date hereof, and (iii) such Rollover Shareholder shall not take any action that would make any representation or warranty of such Rollover Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Shareholder of its/his/her obligations under this Agreement. Any Shares acquired by a Rollover Shareholder as a result of a share dividend or distribution, share split, share combination, reclassification or exchange shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly.

6. Representations and Warranties of the Rollover Shareholders. Each Rollover Shareholder makes the following representations and warranties, severally and not jointly, to Parent, each and all of which shall be true and correct as of the date of this Agreement, as of the Rollover Closing and as of the Closing, and shall survive the execution and delivery of this Agreement:

(a) Ownership of Shares. Such Rollover Shareholder is the beneficial owner of, and has and will have good and valid title to, the Rollover Shares, free and clear of Liens other than as created by this Agreement, the Voting Agreement and the Consortium Agreement dated as of September 15, 2015 by and between Mr. Zhiyuan Li and Forebright Smart Connection Technology Limited (the “Consortium Agreement”). Such Rollover Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights or appraisal rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the British Virgin Islands, Laws of the People’s Republic of China, the terms of this Agreement and the Voting Agreement. As of the date hereof, other than the Rollover

Shares, such Rollover Shareholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). (A) There are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Rollover Shareholder is a party relating to the Rollover Shares, and (B) the Rollover Shares held by such Rollover Shareholder are not, and will not be, subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares, in each case, other than this Agreement, the Voting Agreement and the Consortium Agreement. Such Rollover Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares, except as contemplated by this Agreement or the Voting Agreement.

(b) Organization, Standing and Authority. Such Rollover Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Shareholder is married, and any of the Rollover Shares of such Rollover Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Rollover Shareholder for the execution, delivery and performance of this Agreement by such Rollover Shareholder or the consummation by such Rollover Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Shareholder nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover Shareholder with any of the provisions hereof shall (A) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Rollover Shareholder or his, her or its properties or assets, (B) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder which is an entity, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder

or any property or asset of such Rollover Shareholder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Shareholder or any of such Rollover Shareholder’s properties or assets.

(d) No Litigation. There is no action, suit, investigation, complaint or other proceeding pending against such Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other Person or, to the knowledge of such Rollover Shareholder, threatened against any Rollover Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of his, her or its obligations under this Agreement.

(e) Reliance. Such Rollover Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon such Rollover Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Rollover Shareholder contained herein.

(f) Receipt of Information. Such Rollover Shareholder has been afforded the opportunity to ask such questions as he, she, or it has deemed necessary, and to receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated hereby, and the merits and risks of owning the Parent Shares following the Rollover Closing. Such Rollover Shareholder acknowledges that he, she or it has been advised to discuss with his, her or its own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

7. Representations and Warranties of Parent. Parent represents and warrants to each Rollover Shareholder that:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Shareholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the British Virgin Islands, (i) no filing with, and no permit, authorization, consent or approval of any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or

lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

(c) Issuance of Parent Shares. The Parent Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under any agreements entered into at the Rollover Closing by all of the Rollover Shareholders) when issued.

8. Termination. This Agreement, and the obligation of the Rollover Shareholders to cancel the Rollover Shares, will terminate on the earlier of (a) a valid termination of the Merger Agreement in accordance with its terms and (b) the Closing; provided, however, that the provisions set forth in this Section 8 and Sections 9 through 24 shall survive the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Rollover Closing has already taken place, then Parent shall promptly return the Share Documents to the Rollover Shareholders at their respective addresses set forth on Schedule A and take all such actions as are necessary to restore each such Rollover Shareholder to the position he, she or it was in with respect to ownership of the Company’s Shares prior to the Rollover Closing.

9. Further Assurances. Each Rollover Shareholder hereby covenants that, from time to time, such Rollover Shareholder will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary, or as reasonably requested by Parent or the Company, to carry out the provisions of this Agreement.

10. Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto and the consent of the Company.

11. Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

12. Survival of Representations and Warranties. All representations and warranties of the Rollover Shareholders or by or on behalf of Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Parent or the Rollover

Shareholders, and the issuance of the Parent Shares, until the earlier to occur of (x) the termination of this Agreement and (y) the Closing.

13. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such party may subsequently specify by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (c) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13):

(i)

If to a Rollover Shareholder, in accordance with the contact information set forth next to such Rollover Shareholder’s name on Schedule A.

(ii)

If to Parent:

FNOF E&M Investment Limited

Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Mr. Kiril Ip

Facsimile: (852) 2520 5125

E-mail: kiril.ip@forebrightcapital.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

E-mail: Peter.Huang@skadden.com

14. Entire Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

15. Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this letter agreement by the parties hereto, in addition to any other remedy at law or equity.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice of Law or conflict of Law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York.

17. Dispute Resolution. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 17 (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

18. Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties and the Company, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

19. Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. Notwithstanding Section 17 hereof, the parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached. It is accordingly agreed that in addition to any recourse to arbitration as set out in Section 17, each party shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Agreement in the federal courts of the United States of America located in the City of New York, this being in addition to any

other remedy to which they are entitled at Law or in equity, without the requirement to post bond or other security.

20. Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

21. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

22. Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or in .pdf format, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement, it being understood that all parties need not sign the same counterpart; provided, however, that if any of the Rollover Shareholders fails for any reason to execute or perform their obligations under this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

23. Headings. The section headings in this Agreement are for convenience of reference only and shall not affect, in any way, the meaning or interpretation of this Agreement.

24. No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it/he/she has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Parent and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.

	FNOF E&M Investment Limited

	By:	/s/ Kiril Ip
		Name: Kiril Ip
		Title: Director

[Signature Page to Rollover Agreement]

	ZHIYUAN LI

	/s/ Zhiyuan Li

[Signature Page to Rollover Agreement]

	YUQING JING

	By:	/s/ Yuqing Jing

[Signature Page to Rollover Agreement]

Schedule A

Rollover Shareholder Name	Address Facsimile	Rollover Shares	Parent Shares
Zhiyuan Li	A9-301 Sunshine West, 169 Binhai Blvd, Haikou, Hainan 57216, P.R. China Facsimile: 898 6681-3519	2,650,739	2,650,739

Yuqing Jing	APT. 15 KN, 100 Winston Drive Cliffside Park, NJ 07010 Facsimile: 898 6681-3519	1,200,052	1,200,052

Schedule A

Exhibit 7.07

Execution Version

Strictly Confidential

LIMITED GUARANTEE

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).

1. LIMITED GUARANTEE (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guarantee (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among FNOF E&M Investment Limited, a British Virgin Islands company (“Parent”), Silkwings Limited, a British Virgin Islands company (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, severally but not jointly, as a primary obligor and not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment and discharge of its respective percentage as set forth opposite to its name on Annex 1 hereto (for each such Guarantor, the “Guaranteed Percentage”) of the payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement and the payment of the entire expense reimbursement pursuant to Section 8.3(c) of the Merger Agreement as well as any damages that may be awarded to the Guaranteed Party as a result of a breach of the Merger Agreement by Parent or Merger Sub, in each case, as and when due (collectively, the “Guaranteed Obligations”), provided that, notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall any Guarantor’s aggregate liability under this Limited Guarantee (exclusive of obligations, if applicable, pursuant to Section 1(b) below) exceed such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations (for each such Guarantor, the “Maximum Amount”). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guarantee. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guarantee.

(b) If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then all of the Guarantors’ liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and each Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Obligations (subject to each Guarantor’s Maximum Amount, to the extent applicable). In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantor for the Guaranteed

Obligations (subject to each Guarantor’s Maximum Amount, to the extent applicable), regardless of whether any action is brought against Parent, Merger Sub or any other Guarantor. Each Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder.

(c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with its specific terms or were otherwise breached, and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against each Guarantor to prevent breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity (collectively, the “Prohibited Defense”).

2. NATURE OF GUARANTY The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been made (subject to each Guarantor’s Maximum Amount, to the extent applicable). This Limited Guarantee is an unconditional guarantee of payment and not of collectability, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantors hereunder or to pursue any other remedy in the Guaranteed Party’s power whatsoever.

3. CHANGES IN GUARANTEED OBLIGATIONS, CERTAIN WAIVERS Each Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantors, extend the time of performance of any of the Guaranteed Obligations, and may also make any agreement with Parent, Merger Sub or with any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or such other Person without in any way impairing or affecting the Guarantors’ obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. Each Guarantor agrees that his/its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Merger Agreement or any other agreement evidencing,

securing or otherwise executed by Parent, Merger Sub and the Guaranteed Party in connection with any of the Guaranteed Obligations; (c) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantors with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a discharge or release of the Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement) of the Guarantors or any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the limited partnership, limited liability company, corporate or other existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off, judgment or other right which any Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise; (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (h) any lack of authority of any officer, director or any other Person acting or purporting to act on behalf of Parent or Merger Sub, or any defect in the formation of Parent or Merger Sub; (i) any act or omission by Parent or Merger Sub which directly or indirectly results in or aids in the discharge or release of Parent or Merger Sub or any portion of the Guaranteed Obligations by operation of Law or otherwise; or (j) any lack of validity or enforceability of the Merger Agreement or of any other agreement or instrument referred to therein. To the fullest extent permitted by Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (x) that are available to Parent or Merger Sub under the Merger Agreement, (y) in respect of a material breach by the Guaranteed Party of this Limited Guarantee or (z) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of each Guarantor’s obligations hereunder.). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby covenants and agrees that he or it shall not institute, directly or indirectly, and shall cause his or its Affiliates not to institute, directly or

indirectly, any proceeding asserting or assert as a defense in any proceeding, (i) the Prohibited Defenses or, (ii) subject to clause (ii) of the last sentence of Section 5 (No Subrogation) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby against any Guarantor or any Non-Recourse Party (as defined below), except for (1) claims against any Guarantor under this Limited Guarantee (subject to the limitations contained herein), (2) claims against Parent and Merger Sub to the extent permitted by the Merger Agreement (subject to the limitations contained therein), (3) claims seeking the Equity Financing to be funded to effect the consummation of the Merger, and (4) claims against the Rollover Shareholders pursuant to the terms of the Rollover Agreement and the Voting Agreement. The Guaranteed Party hereby agrees that to the extent Parent or Merger Sub is indefeasibly relieved of all or a portion of its payment obligations under the Merger Agreement (other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses waived hereby), each Guarantor shall be similarly relieved of its Guaranteed Obligations under this Limited Guarantee.

4. NO WAIVER; CUMULATIVE RIGHTS No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Merger Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other contracts shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time subject to the terms and provisions hereof. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent or Merger Sub or any other Person now or hereafter liable for any Guaranteed Obligations or interested in the transactions contemplated by the Merger Agreement prior to proceeding against any Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent, Merger Sub or any other Guarantor shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

5. NO SUBROGATION Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that he or it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee (subject to such Guarantor’s Maximum Amount, to the extent applicable), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Maximum Amount, to the extent applicable) shall have been paid in full in

immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Maximum Amount, to the extent applicable), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Guarantor under this Limited Guarantee.

6. REPRESENTATIONS AND WARRANTIES Each Guarantor (other than, in the case of the representation and warranties contained in Section 6(a), Forebright, and in the case of the representation and warranties contained in Section 6(b), the Chairman) hereby represents and warrants, severally but not jointly, that:

(a) he is a resident of the People’s Republic of China (“PRC”) and he has the requisite capacity to execute, deliver and perform this Limited Guarantee;

(b) it is a legal entity duly organized and validly existing under the laws of Cayman Islands and has all corporate or other requisite power and authority to execute, deliver and perform this Limited Guarantee and the execution and delivery of, and the performance under, this Limited Guarantee by it has been duly authorized by all requisite organizational actions, and no other proceedings or actions on its part are necessary therefor;

(c) the execution and delivery of, and the performance under, this Limited Guaranty by such Guarantor (i) does not and will not violate or conflict with the organizational documents of Forebright or any applicable Law, judgment or order binding on such Guarantor, (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guarantee by such Guarantor, (iii) does not and will not cause any Liens to be created or imposed upon any of such Guarantor’s assets or property or (iv) violate, conflict with, require consent under, or result in the breach of or loss of benefit under, or constitute a default under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration under, any of the Contracts to which such Guarantor is a party or by which it or any of its property is or may be bound or affected;

(d) this Limited Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(e) such Guarantor has the financial capacity to pay and perform his or its obligations under this Limited Guarantee in full, and all funds necessary for the Guarantor to fulfill his or its obligations under this Limited Guarantee shall be available to the Guarantor for

so long as this Limited Guarantee shall remain in effect in accordance with Section 9 (Continuing Guaranty) hereof.

7. NO ASSIGNMENT The provisions of this Limited Guarantee shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Limited Guarantee nor any rights, interests or obligations hereunder shall be assigned by either party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party; provided that no assignment by either party shall relieve the assigning party of any of its obligations hereunder. Any purported assignment in violation of this Limited Guarantee will be null and void.

8. NOTICES All notices, requests, claims, demands and other communications under this Limited Guarantee shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such party may subsequently specify by proper notice under this Limited Guarantee), with a confirmatory copy to be sent by overnight courier, and (c) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8):

(a)

If to the Chairman:

A9-301 Sunshine West ,169 Binhai Blvd, Haikou, Hainan 57216 , P.R China

Fax: 898 6681-3519

Email:

lizy@jst.com.cn

(b)

If to Forebright:

Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Mr. Kiril Ip

Fax: 852) 2520 5125

Email: kiril.ip@forebrightcapital.com

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 (10) 6535 5577

Email: Peter.Huang@skadden.com

(c)

If to the Guaranteed Party:

Jinpan International Limited

390 Veterans Boulevard

Carlstadt, NJ 07072

Attn.: Mark Du, Chief Financial Officer

Telephone: (201) 460-8778 (x140)

Facsimile: (201) 460-8775

mdu@jstusa.net

with a copy to (which copy shall not constitute notice):

Gibson, Dunn & Crutcher LLP

Unit 1303, Tower 1, China Central Place

No. 81 Jianguo Road

Beijing 100025, PRC

Attention: Fang Xue, Esq.

Facsimile: +86 10 6502 8510

e-mail: fxue@gibsondunn.com

9. CONTINUING GUARANTY This Limited Guarantee shall remain in full force and effect and shall be binding on each Guarantor, his or its successors and assigns until all of the Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guarantee shall terminate and each Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of: (i) the Effective Time, if the Closing occurs, (ii) the payment in full of the Guaranteed Obligations; and (iii) the date falling six (6) months from the date of the termination of the Merger Agreement in accordance with its terms if the Guaranteed Party has not presented a written claim for payment of any Guaranteed Obligation to each Guarantor by such date; provided that if the Guaranteed Party has presented such a written claim by such date, this Limited Guarantee shall terminate upon the date that such claim is finally resolved and payment in full of any amounts required to be paid in respect of such final resolution. If any payment or payments made by Parent or Merger Sub, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

10. NO RECOURSE Each Guarantor shall have no obligations under or in connection with this Limited Guarantee except as expressly provided by this Limited Guarantee. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including, without limitation, by attempting to pierce a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling Person, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any Guarantor, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, excluding however the Guarantors, the Sponsors,

Forebright New Opportunities Fund, L.P. (the “Fund”), Rollover Shareholders, Parent and Merger Sub and their respective successors and assigns (each a “Non-Recourse Party” and collectively the “Non-Recourse Parties”) in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guarantee or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against the Guarantors and their respective successors and assigns under this Limited Guarantee and the Equity Commitment letters, in each case pursuant to the terms thereof, (ii) against the Fund pursuant to the guarantee delivered by it under the Commitment Letters, (iii) against the Parent and Rollover Shareholders under the Rollover Agreement and Voting Agreement, and (iv) for the avoidance of doubt, against Parent and Merger Sub and their respective successors and assigns under the Merger Agreement pursuant to the terms thereof ((i), (ii), (iii) and (iv) together, the “Retained Claims”).

11. GOVERNING LAW; JURISDICTION This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflict of Law principles thereof that would subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 11. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b) Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 11, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 11(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 11(a) in any way.

12. COUNTERPARTS This Limited Guarantee may be executed in any number of counterparts, each such

counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement. This Limited Guarantee may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Limited Guarantee is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

13. SEVERABILITY The provisions of this Limited Guarantee shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Limited Guarantee or the application thereof to any Person or any circumstance is determined to be invalid, illegal, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party; provided, however, that this Limited Guarantee may not be enforced against any Guarantor without giving effect to the Maximum Amount, to the extent applicable, or the provisions set forth in Section 10 (No Recourse) hereof. Upon such determination that any provision or the application thereof is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent permitted by applicable Law.

14. NO THIRD PARTY BENEFICIARIES This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein.

15. AMENDMENTS AND WAIVERS No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by each Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

16. MISCELLANEOUS This Limited Guarantee, together with the Merger Agreement (including any schedules and exhibits thereto), constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Merger Sub and the Guarantors or any of their respective Affiliates on the one hand, and the Guaranteed Party or any of its Affiliates on the other hand.

(b) The descriptive headings contained in this Limited Guarantee are for reference purposes only and shall not affect in any way the meaning or interpretation of this Limited Guarantee.

(c) All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

[The remainder of this page is left blank intentionally]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

	JINPAN INTERNATIONAL LIMITED

	By:	/s/ Dr. Li-Wen Zhang
		Name: Dr. Li-Wen Zhang
		Title: Director

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

	ZHIYUAN LI

	/s/ Zhiyuan Li

[Signature Page to Limited Guarantee]

	Forebright New Opportunities Fund, L.P.

	Acting by its general partner
	FNOF GP LIMITED

	By:	/s/ Kiril Ip
		Name: Kiril Ip
		Title: Director

[Signature Page to Limited Guarantee]

Annex 1

Guarantor	Percentage of Obligations
Chairman		72	%
Forebright		28	%
Total		100	%

Exhibit 7.08

Execution Version

Strictly Confidential

VOTING AGREEMENT

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).

RECITALS

WHEREAS, concurrently herewith, Parent, Silkwings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which at the effective time under the Merger Agreement (the “Effective Time”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”);

WHEREAS, as of the date hereof, each Shareholder Beneficially Owns (as defined below) the Existing Shares (as defined below);

WHEREAS, the Shareholders intend and are obligated to cancel their Securities (as defined below) immediately prior to the consummation of the Merger pursuant to a rollover agreement entered into in connection with the Merger Agreement dated as of the date hereof (the “Rollover Agreement”); and

WHEREAS, as a condition to the willingness of and material inducement to Parent, Merger Sub and the Company to enter into the Merger Agreement and to consummate the transactions contemplated thereby, including the Merger, each Shareholder has agreed to enter into this Agreement, pursuant to which such Shareholder is agreeing, among other things, to support the approval of the Merger Agreement at the Company Shareholders’ Meeting and to vote all of the Securities (as hereinafter defined) it/he/she Beneficially Owns in accordance with the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement:

(a) “Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “Company Shares” means the common shares, par value $0.0045 per share, of the Company.

(c) “Existing Shares” means with respect to a Shareholder, the Company Shares as set forth opposite such Shareholder’s name on Schedule A hereto. In the event of a share dividend or distribution, or any change in the Company Shares by reason of any share dividend, split-up, recapitalization, combination, exchange of shares or the like other than pursuant to the Merger, the term “Existing Shares” will be deemed to refer to and include all such share dividends and distributions and any shares into which or for which any or all of the Existing Shares may be changed or exchanged as well as the Existing Shares that remain.

(d) “Securities” means with respect to a Shareholder, the Existing Shares together with any Company Shares and other voting securities of the Company which such Shareholder acquires Beneficial Ownership of after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise.

Section 2. Representations and Warranties of Shareholders. Each Shareholder, severally and not jointly, hereby represents and warrants to Parent as follows:

(a) Ownership of Company Shares. As of the date hereof and at all times prior to the termination of this Agreement, such Shareholder Beneficially Owns and has good and valid title to (and will Beneficially Own unless any Existing Shares are Transferred pursuant to Section 6(a) hereof, and have good and valid title to) a number of Company Shares no less than the Existing Shares set forth opposite such Shareholder’s name on Schedule A. Such Shareholder has and will have at all times through the termination of this Agreement sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 7 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the Existing Shares set forth opposite such Shareholder’s name on Schedule A and any other Securities, with no limitations, qualifications or restrictions on such power, subject to applicable securities Laws and the terms of this Agreement. As of the date hereof, neither such Shareholder nor any of his, her or its Affiliates Beneficially Owns any Securities other than the Existing Shares set forth opposite such Shareholder’s name on Schedule A. None of the Existing Shares of such Shareholder is the subject of any commitment, undertaking or agreement, contingent or otherwise, the terms of which relate to or could give rise to the Transfer of any Existing Shares or would affect in any way the ability of such Shareholder to perform its, his or her obligations as set out in this Agreement. Such Shareholder has not appointed or granted any proxy inconsistent with this Agreement with respect to the Securities.

(b) Authority. Such Shareholder has the requisite power to agree to all of the matters set forth in this Agreement with respect to the Securities he, she or it Beneficially Owns

and the full authority to vote, Transfer and hold all the Securities he, she or it Beneficially Owns, with no limitations, qualifications or restrictions on such power, subject to applicable securities Laws and the terms of this Agreement.

(c) Power; Binding Agreement. Such Shareholder has the legal capacity and authority to enter into and deliver this Agreement and to perform all of his, her or its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding agreement, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(d) No Conflicts. None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of any of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) violates any Law applicable to such Shareholder or any of such Shareholder’s properties or assets, (ii) results in or constitutes (with or without notice or lapse of time or both) any breach of or default under, or results in the creation of any lien or encumbrance or restriction on, such Shareholder or any of the Securities of such Shareholder, including pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which the Securities of such Shareholder is bound, or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization, consent or approval of, any Governmental Authority. There is no beneficiary, trustee or holder of a voting trust certificate or other interest in such Shareholder whose consent is required for the execution and delivery of this Agreement of the performance by such Shareholder of the obligations hereunder.

(e) No Encumbrance. The Existing Shares are free and clear of any Liens other than those created by this Agreement, the Rollover Agreement and the Consortium Agreement dated as of September 15, 2015 by and between Mr. Zhiyuan Li and Forebright Smart Connection Technology Limited.

(f) No Litigation. Except for any shareholder litigation in connection with the Merger, there is no action, suit, investigation, complaint or other proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder or the Securities of such Shareholder at Law or in equity before or by any Governmental Authority or any other person that could reasonably be expected to impair the ability of such Shareholder to perform his obligations under this Agreement on a timely basis.

(g) Reliance. Such Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Section 3. Representations and Warranties of Parent. Parent hereby represents and warrants to each Shareholder that:

(a) Power; Binding Agreement. Parent has the corporate power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Shareholders, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(b) No Conflicts. None of the execution and delivery of this Agreement by Parent, the consummation by Parent of any of the transactions contemplated hereby or compliance by Parent with any of the provisions hereof (i) conflicts with, violates or results in any breach of, any provision of the organizational documents of Parent, (ii) violates Law applicable to Parent, any of its subsidiaries or any of their respective properties or assets or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization, consent or approval of, any Governmental Authority.

Section 4. Disclosure. Unless required by Law or legal process, each Shareholder shall not, and shall cause his, her or its Affiliates and Representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent and the Company. Each Shareholder (a) consents to and authorizes the publication and disclosure by Parent and the Company of such Shareholder’s identity and beneficial ownership of the Securities and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines in its good faith judgment is required to be disclosed by Law (including the rules and regulations of the SEC) in any press release, any Current Report on Form 6-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Authority in connection with the Merger Agreement (or the transactions contemplated thereby) and (b) agrees promptly to provide to Parent and the Company any information it may reasonable request for the preparation of any such documents.

Section 5. Additional Securities. Each Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until this Agreement is terminated in accordance with Section 10 hereof, such Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of the number of any additional Securities acquired by such Shareholder after the date hereof.

Section 6. Transfer and Other Restrictions. Prior to the termination of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his, her or its Affiliates not to, directly or indirectly:

(a) Transfer (as defined in the Rollover Agreement) any or all of the Securities such Shareholder Beneficially Owns or any interest therein, except (i) pursuant to the Rollover Agreement or the Merger Agreement, or (ii) any Transfer to an Affiliate of such Shareholder, provided that such Affiliate shall have agreed in writing, in a form reasonably

acceptable to Parent and the Company, to be bound by this Agreement and a notice in respect of such Transfer shall have been provided to the Company;

(b) grant any proxy or power of attorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or

(c) take any other action that would prevent or impair such Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Shareholder hereunder untrue or incorrect or have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by Parent or the Company of its respective obligations under the Merger Agreement or by any Shareholder of his, her or its obligations under this Agreement.

Any purported Transfer in violation of this Section 6 shall be null and void.

Section 7. Voting of the Securities. Unless and until the board of directors of the Company (at the direction of the Special Committee) or the Special Committee has made a Company Adverse Recommendation, or the termination of this Agreement, each Shareholder (severally and not jointly) covenants and agrees that:

(a) at the Company Shareholders’ Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or in any other circumstances upon which any vote, consent or other approval with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, such Shareholder shall, or shall cause the holder of record of the Securities on any applicable record date to (solely in its/his/her capacity as a beneficial owner of the Securities owned by it/him/her), (i) if a meeting is held, appear at such meeting (in person or by proxy) or otherwise cause the Securities it/he/she Beneficially Owns to be counted as present thereat for purposes of establishing a quorum and (ii) vote (or cause to be voted) such Securities in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof,

(b) at the Company Shareholders’ Meeting or any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or in any other circumstances upon which such Shareholder’s vote, consent or other approval is sought, such Shareholder shall (solely in its/his/her capacity as a beneficial owner of the Securities owned by it/him/her), to the extent the Securities may vote on the matter in question, vote against the approval of any Alternative Transaction or the approval of any other action contemplated by an Alternative Transaction.

(c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by such Shareholder of its/his/her obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a Transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement or (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent;

(d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement or otherwise;

(e) in favor of any adjournment or postponement of the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof); and

(f) in favor of any other matter necessary to effect the Transactions, including the Merger.

Notwithstanding anything to the contrary herein, this Section 7 shall not limit or restrict any Shareholder who serves as a member of the board of directors of the Company in action in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.

Section 8. Grant of Irrevocable Proxy; Appointment of Proxy.

(a) Each Shareholder hereby irrevocably grants to Parent (and any designee of Parent) a proxy (and appoints Parent or any such designee of Parent as its attorney-in-fact, with full power of substitution) to vote or grant a consent or approval with respect to all of the Securities Beneficially Owned by it/him/her, for and in the name, place and stead of such Shareholder, for each of the matters set forth in Section 7 above at the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 above is to be considered. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 8 is given in connection with the execution of the Merger Agreement, and that such

irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest, may under no circumstances be revoked and shall survive the death, dissolution, bankruptcy or other incapacity of such Shareholder. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 7 above. The parties hereto agree that the foregoing is a voting agreement. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement in accordance with the terms hereof.

Section 9. Additional Covenants.

(a) Each Shareholder agrees, prior to the termination of this Agreement, not to take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have or that could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement.

(b) Each Shareholder irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent that such Shareholder may have in connection with the Merger Agreement with respect to such Shareholder's Securities (including without limitation any rights under Section 179 of the BVI Companies Act).

Section 10. Termination. This Agreement shall terminate on the earlier to occur of: (a) termination of the Merger Agreement in accordance with its terms and (b) the Effective Time; provided that the provisions set forth in Section 4 and Section 11 shall survive the termination of this Agreement; provided, further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

Section 11. Miscellaneous.

(a) Entire Agreement. This Agreement (together with the Merger Agreement and the Rollover Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(b) Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties and the Company, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

(c) Amendment; Modification and Waiver. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto and the consent of the Company.

(d) Interpretation. When a reference is made in this Agreement to sections or subsections, such reference shall be to a section or subsection of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole, including any schedules and exhibits hereto, and not to any particular provision of this Agreement. Any pronoun shall include the corresponding masculine, feminine and neuter forms. References to “party” or “parties” in this Agreement mean each Shareholder and Parent.

(e) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such party may subsequently specify by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (c) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11(e)):

(i)

if to a Shareholder to such Shareholder in accordance with the contact information set forth next to such Shareholder’s name on Schedule A;

(ii)

if to Parent, to:

FNOF E&M Investment Limited

Suite 3720 Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Mr. Kiril Ip

Facsimile: (852) 2520 5125

E-mail: kiril.ip@forebrightcapital.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

E-mail: Peter.Huang@skadden.com

(f) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or

portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g) Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. Notwithstanding the provisions under Section 11(k) hereof, the parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached. It is accordingly agreed that in addition to any recourse to arbitration as set out in Section 11(k), each party shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in the federal courts of the United States of America located in the City of New York, this being in addition to any other remedy to which they are entitled at Law or in equity, without the requirement to post bond or other security.

(h) No Survival. None of the representations, warranties, covenants and agreements made in this Agreement shall survive the termination of the Agreement in accordance with its terms, except for the agreements in Section 4 and this Section 11.

(i) Enforceability; Third-Party Beneficiary. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement; provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this Agreement by the parties hereto, in addition to any other remedy at law or equity.

(j) Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice of Law or conflict of Law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York.

(k) Dispute Resolution. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 11(k) (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one

Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(l) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(m) Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or in .pdf format, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement, it being understood that all parties need not sign the same counterpart; provided, however, that if any Shareholder fails for any reason to execute, or perform its/his/her obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have signed or have caused this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorized as of the date first written above.

	FNOF E&M Investment Limited

	By:	/s/ Kiril Ip
		Name: Kiril Ip
		Title: Director

[Signature Page to Voting Agreement]

	ZHIYUAN LI

	/s/ Zhiyuan Li

[Signature Page to Voting Agreement]

	YUQING JING

	/s/ Yuqing Jing

[Signature Page to Voting Agreement]

Schedule A

Shareholder Name	Address Facsimile	Existing Shares
Zhiyuan Li	A9-301 Sunshine West, 169 Binhai Blvd, Haikou, Hainan 57216, P.R. China Facsimile: 898 6681-3519	2,650,739

Yuqing Jing	APT. 15 KN, 100 Winston Drive Cliffside Park, NJ 07010 Facsimile: 898 6681-3519	1,200,052

Schedule-A

Exhibit 7.09

Execution Version

INTERIM INVESTORS AGREEMENT

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).

RECITALS

WHEREAS, on the date hereof, Jinpan International Limited (the "Company"), Parent and Silkwings Limited, a wholly owned subsidiary of Parent ("Merger Sub"), have executed an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, Mr. Li and Parent has, on the date hereof, executed a rollover agreement, pursuant to which Mr. Li has agreed to the cancellation of his shares in the Company for nil consideration immediately prior to the Effective Time in exchange for ordinary shares of Parent; and

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, each of Forebright and Mr. Li has executed an equity commitment letter in favor of Parent, pursuant to which each of Forebright and Mr. Li has agreed, subject to the terms and conditions set forth therein, to make an equity investment in Parent immediately prior to the Effective Time to fund a portion of the aggregate Per Share Merger Consideration.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Investors hereby agree as follows:

AGREEMENT

1. AGREEMENTS AMONG THE INVESTORS.

1.1 Actions of the Company. On and after the date of this Agreement, absent the written consent of every other Investor: (i) no Investor shall present to the Company or any of its Subsidiaries any request that the Company or such Subsidiary take or omit to take any action, which action or omission (a “Prohibited Action or Omission”) shall or shall reasonably be expected to (x) cause the Company to be in breach of any representation, warranty, covenant or agreement under the Merger Agreement or (y) constitute, either alone or in combination with any other circumstance, a Material Adverse Effect; and (ii) no Investor shall consent to any Prohibited Action or Omission in writing; provided, that nothing in this Section 1.1 shall prevent Mr. Li from discharging his fiduciary duties as a director and officer of the Company, if he determines in good faith (following consultation with independent legal counsel) that failure to take such action is inconsistent with his fiduciary duties.

1.2 Actions of Parent and Merger Sub. All actions of Parent and Merger Sub relating to the Merger Agreement shall require the approval of each of Forebright and Mr. Li. On and

after the date of this Agreement, each of Forebright and Mr. Li shall have the right to appoint one (1) director to Parent’s board of directors and the right to remove or replace such director.

1.3 Fees and Expenses.

(a) If the Merger is consummated, all reasonable fees and expenses incurred by the Investors in connection with the transactions contemplated by the Merger Agreement shall be paid by the Company at the Effective Time;

(b) If the Merger is not consummated, and the failure of the Merger to be consummated is not due to the willful breach by one or more Investors of this Agreement or any other agreement relating to the Merger, the Investors agree that: (i) the Investors shall be responsible for the following percentages of all fees and expenses (A) payable to Skadden, Arps, Slate, Meagher & Flom LLP in connection with the Merger, (B) payable to the Company under the Merger Agreement (including, without limitation, the Reverse Termination Fee), and (C) incurred in the defense, pursuit or settlement of any disputes or litigations relating to the Merger: 72% for Mr. Li and 28% for Forebright; and (ii) with respect to all other fees and expenses not covered in subclauses (A) through (C) above, each Investor shall be responsible for any such fees or out-of-pocket expenses incurred by him or it in connection with the Merger; and

(c) If the Merger is not consummated, and the failure of the Merger to be consummated is due to the willful breach by one or more Investors of this Agreement or any agreement relating to the Merger, then such breaching Investors shall promptly reimburse each non-breaching Investor for all fees and out-of-pocket expenses incurred by such non-breaching Investor in connection with the Merger.

2. MISCELLANEOUS.

2.1 Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to this Section 2) upon the earlier of (i) the Effective Time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms; provided, that any liability for failure to comply with the terms of this Agreement shall survive such termination.

2.2 Amendment. This Agreement may be amended or modified and the provisions hereof may be waived only by an agreement in writing signed by each Investor.

2.3 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the

part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

2.5 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

2.6 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transaction contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

2.7 Submission to Jurisdiction.

(a) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 7(a) (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 2.7, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 2.7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 2.7(a) in any way.

2.8 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

2.9 Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties, except that the Agreement may be assigned to an Affiliate of a party hereto; provided that the party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 2.9 shall be void.

2.10 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

	Forebright Smart Connection Technology Limited

	By:	/s/ Kiril Ip
		Name: Kiril Ip
		Title: Director

	Mr. Zhiyuan Li

	/s/ Zhiyuan Li

	FNOF E&M Investment Limited

	By:	Kiril Ip
		Name: Kiril Ip
		Title: Director

[Signature Page to Interim Investors Agreement]

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