SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act 1934

Date of Report (Date of earliest event reported): ~~June~~September 1029, 2011

Harbin Electric, Inc.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-51006		98-0403396
(Commission File Number)		(IRS Employer Identification No.)

No. 9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
Harbin Kai Fa Qu, Harbin, China		150060
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

86-451-86116757

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ox Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~June~~September 1029, 2011, ~~Xi’an Tech Full Simo Motor Co., Ltd. (“Xi’an Tech Full”), an indirect wholly owned PRC subsidiary of~~ Harbin Electric, Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~Project~~press ~~Investment Contract, dated June 10, 2011 (“Investment Contract”), with Xi’an Lintong Tourism and Business Development Management Commission (“Xi’an Lintong”)~~release. ~~Pursuant~~A tocopy ~~the~~of ~~Investment Contract, Xi’an Lintong agreed to transfer to Xi’an Tech Full,~~ the ~~right~~press torelease ~~use~~is aattached ~~certain~~hereto ~~parcel~~as ofExhibit ~~land consisting of 500 Chinese Mu (approximately 82~~99.41 ~~acres or 333,500 square meters)~~ and ~~located~~is atincorporated ~~Daixin~~herein ~~Industrial~~by Development Zone in Xi’an Lintong Tourism and Business Development Zone for the purpose of constructing a new manufacturing facility that will produce electric equipment and machinery and related products as part of a capacity expansion project at Xi’an Tech Fullreference.

~~Pursuant~~Important toAdditional ~~the~~Information ~~terms~~and ofWhere ~~the Investment Contract, the land use right was~~ to beFind for a period of 50 years, beginning from the day the land was delivered to Xi’an Tech Full by Xi’an Lintong. The total price of the land transfer was RMB500,000 per Mu, with a total price of approximately RMB250 million (approximately $38.8 million). A prepayment of RMB150 million ($23.0 million) was made by the Company to Xi’an Lintong on June 30, 2011. The prepayment of RMB150 million previously made to Xi’an Lintong pursuant to the Investment Contract was returned to Xi’an Tech Full on August 24, 2011 in connection with Xi’an Tech Full’s execution of the replacement Project Agreement described below.it

AThe ~~copy~~press release attached hereto may be deemed to be solicitation material in respect of the ~~Investment~~proposals ~~Contract~~described isin the Company’s definitive proxy statement on Schedule 14A, filed ~~herewith~~by asthe ~~Exhibit~~Company 10on September 29, 2011.1 In connection with the proposed merger, the Company has filed with, or furnished to the Securities and Exchange Commission (the “SEC”), all relevant materials, including a definitive proxy statement on Schedule 14A, and will mail the definitive proxy statement on Schedule 14A to its shareholders. In addition, on September 29, 2011, certain participants in the proposed transaction filed with the SEC Amendment No. 4 to a Schedule 13E-3 transaction statement and will mail to the Company’s shareholders Amendment No. 4 to the Schedule 13E-3 transaction statement. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE PROPOSED MERGER ON BEHALF OF THE COMPANY, AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSED MERGER AND RELATED MATTERS. This press release is ~~incorporated~~not ~~herein~~a substitute for any proxy statement or other filings that may be made with the SEC should the proposed merger go forward. Shareholders are able to obtain copies of the Company’s definitive proxy statement and Amendment No. 4 to the Schedule 13E-3 transaction statement by contacting MacKenzie Partners, Inc. by email at harbinproxy@mackenziepartners.com or by calling +1-212-929-5500 or Toll-Free at +1-800-322-2885. In addition to receiving the Company’s definitive proxy statement and Amendment No. 4 to the Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the proposed merger, and related matters, without charge, from the SEC’s website (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:

OnHarbin ~~September 15~~Electric, ~~2011, Xi’an Tech Full entered into a new Project Entrance Agreement (“Project Agreement”), with No~~Inc. 2 Commerce Bureau of Xi’an Economic and Technology Development Zone Management Commission (“XETDZ”), a higher level government office, which superseded the Investment Contract, for the purposes of obtaining the use of a larger parcel of land. Pursuant to the Project Agreement, XETDZ has agreed to transfer to Xi’an Tech Full the land use right for a certain parcel of land located at Jingwei New City of Xi’an Economic and Technology Development Zone which includes two separate blocks consisting of 600 Chinese Mu (approximately 98.8 acres or 400,200 square meters). The first block consists of an area of 550 Chinese Mu and will be used for the purpose of constructing a new manufacturing facility that will produce electric equipment and machinery and related products as part of a capacity expansion project at Xi’an Tech Full. The second block, consisting of 50 Chinese Mu will be used for residential purposes for the construction of residential areas for Xi’an Tech Full’s employees.

Pursuant to the terms of the Project Agreement, the price of the land transfer with respect to the first block of land is approximately RMB300,000 per Mu (or RMB165 million in total) and the price of the land transfer with respect to the second block of land is approximately RMB1,700,000 per Mu (or RMB85 million in total) The total cost of the two blocks of land is approximately RMB250 million (approximately $38No.8 ~~million). Pursuant~~9 toHa ~~the~~Ping ~~Project~~Xi ~~Agreement~~Lu, ~~the~~Ha ~~Company~~Ping isLu ~~obligated~~Ji toZhong ~~make a prepayment of RMB150 million to XETDZ within one month from the date of execution of the Project Agreement.~~Qu

AHarbin ~~copy~~Kai ofFa ~~the~~Qu, ~~Project~~Harbin, ~~Agreement~~China ~~is filed herewith as Exhibit 10.2 and is incorporated herein by reference.~~150060

Phone Number: 86-451-86116757

Certain of the Company’s officers and employees may be deemed participants in the solicitation of proxies in respect of the proposals. Information about the Company’s executive officers and directors can be found in its Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 16, 2011. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

Item 9.01. Financial Statements and Exhibits

Exhibits

Exhibit No.	Description
10.1	Project Investment Contract, dated June 10, 2011, by and between Xi’an Lintong Tourism and Business Development Management Commission and Xi’an Tech Full Simo Motor Co., Ltd.
10.2	Project Entrance Agreement, dated September 15, 2011, by and between Xi’an Economic and Technology Development Zone Management Commission and Xi’an Tech Full Simo Motor Co., Ltd.

99.1 Press Release dated September 29, 2011 – Harbin Electric Commences Mailing of Definitive Proxy Materials for Special Meeting of Shareholders to Vote on $24 Per Share Cash “Going Private” Transaction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARBIN ELECTRIC, INC.

	By:	/s/ Tianfu Yang
		Name: Tianfu Yang
		Title: Chairman and Chief Executive Officer

Dated: September 2129, 2011

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