UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

~~______________________~~SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

~~______________________~~Report of Foreign Private Issuer

~~Report of Foreign Private Issuer~~ Pursuant to Rule 13a-16 or 15d-16 ~~under the Securities Exchange Act of 1934~~

~~For~~ under the ~~month~~Securities ofExchange ~~November~~Act ~~2015~~of 1934

For the month of January 2016

Commission File Number: 1-14742

JINPAN INTERNATIONAL LIMITED

(Translation of registrant'’s name into English)

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~~

No. 168 Nanhai Avenue (Building No. 7),

Haikou Free Trade Zone

Haikou, Hainan, People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ x Form 40-F •☐¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ ¨ No ☒ x

If "“Yes"” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____________

Attached hereto as Exhibit 1 and incorporated by reference herein is ~~the~~Jinpan ~~Registrant'~~International Limited’s press release, dated ~~November~~ 11January 25, ~~2015~~2016, regarding Jinpan International Limited entering into an Agreement and Plan of Merger for a “going private” transaction.

Attached hereto as Exhibit 2 and incorporated by reference herein is the Agreement and Plan of Merger, dated as of January 24, 2016, by and among FNOF E&M Investment Limited, Silkwings Limited and Jinpan International Limited.

SIGNATURES

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

Dated: November 24, 2015 JINPAN INTERNATIONAL LIMITED

Dated: January 25, 2016	JINPAN INTERNATIONAL LIMITED

	By:	/s/ Mark Du
		Name: Mark Du
		Title: Chief Financial Officer

By: /s/ Mark Du Name: Mark Du Title: Chief Financial Officer

Exhibit Index

Exhibit No.	~~Description~~	Description
1.	~~Press Release dated November 11, 2015~~	Attached hereto as Exhibit 1 and incorporated by reference herein is Jinpan International Limited’s press release, dated January 25, 2016, regarding Jinpan International Limited entering into an Agreement and Plan of Merger for a “going private” transaction.
2.		Attached hereto as Exhibit 2 and incorporated by reference herein is the Agreement and Plan of Merger, dated as of January 24, 2016, by and among FNOF E&M Investment Limited, Silkwings Limited and Jinpan International Limited.

Exhibit 1

Jinpan International Reports Third Quarter 2015 Financial Results

* Third quarter revenue increased 22.3% year-over-year to RMB462.6 million (US$72.7 million)

* Third quarter net income decreased 25% year-over-year to RMB19.6 million (US$3.1 million), or RMB1.21 (US$0.19) per share

* Fiscal 2015 earnings outlook: revenue expected to increase 15-20% to approximately RMB1.70 billion to RMB1.76 billion (US$267 million to US$277 million); earnings per share are expected to be RMB5.48 to RMB5.68 (US$0.86 to US$0.89) per share.

Carlstadt, N.J., November 11, 2015 - Jinpan International Limited. (Nasdaq: JST), a leading designer, manufacturer, and distributor of cast resin transformers, today reported unaudited consolidated financial results for the third quarter ending September 30, 2015. This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. All translations from RMB to U.S. dollars are made at a rate of RMB6.3613 to US$1.00, the rate published by China administration of foreign exchange on September 30, 2015.

Third Quarter 2015 Results

Net sales for the third quarter were RMB462.6 million (US$72.7 million), a 22.3% increase from RMB 378.3 million (US$59.5 million) in the same period last year. The increase was driven by continued strength in sales of switchgear and unit substations, an increase in sales to the Company's newest OEM customer, and moderate growth in sales of transformers.

In the third quarter, China sales increased 16.7% year-over-year to RMB391.3 million (US$61.5 million), or 84.6% of net sales, compared to RMB335.3 million (US$52.7 million), or 88.6% of net sales in the same period last year. Net sales outside of China for the third quarter increased 65.9% year-over-year to RMB 71.3 million (US$11.2 million), or 15.4% of net sales, compared to RMB43.0 million (US$6.8 million), or 11.4% of net sales, for the same period last year.

Sales of cast resin transformers increased 4.8% year-over-year to RMB245.2 million (US$38.5 million), or 53.0% of net sales, compared to RMB233.9 million (US$36.8 million) or 61.8% of net sales, for the same period last year. Sales of our integrated products, including switchgear and unit substations, increased 99.2% year-over-year to RMB134.6 million (US$21.2 million), or 29.1% of sales, compared to RMB67.6 million (US$10.6 million), or 17.9% of net sales, for the same period last year.

Sales to OEM customers increased 64% year-over-year to RMB94.4 million (US$14.8 million), or 20.4% of net sales, compared to RMB 57.5 million (US$ 9.0 million), or 15.2% of net sales in the same period last year.

Gross profit in the third quarter increased 9.2% year over year to RMB135.3 million (US$21.3 million) from RMB123.9 million (US$19.5 million) in the same period last year. Third quarter 2015 gross profit margin was 29.2%, compared to 32.8% in the prior year period. Gross margin in the third quarter decreased compared to the same period last year primarily due to increased materials prices and an increased mix of sales of switchgear and unit substations, which carry lower gross margins.

Selling and administrative expenses in the third quarter were RMB111.5 million (US$17.5 million), or 24.1% of net sales, compared to RMB92.2 million (US$14.5 million), or 24.4% of net sales, in the same period last year. Selling and administrative expenses increased from the same period last year due to increase in bad debt reservation and increased in research and development expense.

Operating income for the third quarter decreased 25% to RMB23.8 million (US$3.7 million), or 5.1% of net sales, from RMB31.7 million (US$5.0 million), or 8.4% of net sales, in the same period last year.

Net income for the third quarter decreased 25% to RMB19.6 million (US$3.1 million), or RMB1.21 (US$0.19) per diluted share, compared to RMB26.1 million (US$4.1 million), or RMB1.61 (US$0.25) per diluted share, in the same period last year. Third quarter net income, as a percentage of net sales, was 4.2% compared to 6.9% in the same period last year.

Mr. Zhiyuan Li, Chairman of the Board, Chief Executive Officer and President of the Company, stated, "Our third quarter sales of RMB 462.6 million (US$72.7 million) exceeded our expectations. The strong sales performance reflects the results of our concerted effort to increase sales volume to offset margin pressure within the industry. This strategy is enabled by the increased production capacity and competitive cost structure of our Guilin production facility."

"During the third quarter we experienced the same positive dynamics that we have seen over the past several quarters. Our product sales continued to diversify, driven by a strong increase in sales of switchgear and unit substations. Sales to our OEM customers increased as our newest OEM, a leading global wind turbine manufacturer, ramped up shipments during the quarter."

"While our gross margins improved from the second quarter, we continued to experience margin pressure due to rising competition and product mix. We remained focused on managing our working capital and our days sales outstanding."

"We operate in a cyclical industry closely tied to China's economic environment, which is experiencing decelerating growth. We are focused on navigating the current industry down-cycle through disciplined execution and fiscal conservatism, with a vision to enter the recovery period in a more dominant competitive position within the market."

"At the end of October 2015, our backlog equaled RMB888 million (US$140 million), up 10.2% from the end of September last year and down 5.2% from the second quarter of 2015."

Balance Sheet

As of September 30, 2015, the Company had RMB219.9 million (US$34.6 million) in cash and cash equivalents, restricted cash, and short term investments, compared to RMB168.5 million (US$27.5 million) as of December 31, 2014. The Company's net accounts receivable on September 30, 2015 totaled RMB1.09 billion (US$171.4 million), compared to RMB858.0 million (US$140.2 million) as of December 31, 2014. Total bank loans outstanding at September 30, 2015 were RMB185.9 million (US$29.2 million), compared to RMB160.6 million (US$26.2 million) at December 31, 2014.

Financial Outlook

For the full year 2015, the Company projects revenue growth of approximately 15-20% compared to 2014. Net sales are expected to be approximately RMB1.70 billion to RMB1.76 billion (US$267 million to US$277 million). Net income is expected to be in a range of approximately RMB89 million to RMB92.2 million (US$14 million to US$14.5 million). Earnings per share are expected to be RMB5.48 to RMB5.68 (US$0.86 to US$0.89) per share. This earnings guidance excludes expenses associated with the proposed going private transaction.

Recent Developments

On September 15, 2015, the Company announced that its Board of Directors has received a preliminary, non-binding proposal letter dated September 15, 2015 from Li Zhiyuan, the Company's Chairman of the Board of Directors, President and Chief Executive Officer and Forebright Smart Connection Technology Limited (collectively, with Mr. Li, the "Buyer Parties"), to acquire all of the outstanding common shares of the Company not currently owned by the Buyer Parties in a going private transaction for $4.50 per common share, subject to certain conditions (the "Proposal").

The Company's Board of Directors formed a committee of independent directors (the "Special Committee") on September 29, 2015 to evaluate the Proposal. The Special Committee has retained a legal counsel and a financial advisor. The Board of Directors cautions the Company's shareholders and others considering trading in its securities that no decisions have been made by the Special Committee with respect to the Company's response to the proposal. No assurance can be given that the Proposal, or any other transaction, will be consummated. The Company does not intend to disclose developments regarding these matters unless and until its Board of Directors determines there is a need to update the market.

Conference Call Information

Jinpan's management will host a conference call and webcast at 4:30 p.m. ET on Wednesday, November 11, 2015. The conference call can be accessed by dialing 1-888-576-4398 (toll free) or 1-719-325-2215 (international). A webcast will also be available via http://public.viavid.com, with event ID: 117040. A replay of the call will be available through November 18, 2015, by dialing 1-877-870-5176, access code 242815.

ABOUT JINPAN INTERNATIONAL

Jinpan International Limited (NASDAQ: JST) designs, manufactures, and markets electrical control and distribution equipment used in demanding industrial applications, utility projects, renewable energy installations, and infrastructure projects. Major products include cast resin transformers, VPI transformers and reactors, switchgears, and unit substations. Jinpan serves a wide range of customers in China and reaches international markets as a qualified supplier to leading global industrial electrical equipment manufacturers. Jinpan's four manufacturing facilities in China are located in the cities of Haikou, Wuhan, Shanghai and Guilin. The Company's manufacturing facilities in China comprise the largest cast resin transformer production capacity in that country. The Company was founded in 1993. Its principal executive offices are located in Haikou, Hainan, China and its United States office is based in Carlstadt, New Jersey. For more information, visit www.jinpaninternational.com.

Safe Harbor Regarding Forward Looking Statements

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and observations and involve known and unknown risks, and uncertainties or other factors not under the Company's control, which may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors are listed from time-to-time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 20-F for the period ended December 31, 2014 and our subsequent reports on Form 6-K. Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact Information:

At Jinpan International Ltd.: Mark Du Chief Financial Officer (201) 460-8778

FINANCIAL STATEMENTS FOLLOW:

Jinpan International Limited and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Three Months Ended September 30, 2015

	Three months ended
	September 30,
	2015			2015			2014
	US$			RMB			RMB
In thousands, except per share data	(unaudited)			(unaudited)			(unaudited)
Net Sales		72,723			462,613			378,260
Cost of Goods Sold		(51,453	)		(327,310	)		(254,313	)
Gross Profit		21,270			135,303			123,947
Selling and Administrative Expenses		(17,525	)		(111,480	)		(92,202	)
Operating income		3,745			23,823			31,745
Interest Expense		(393	)		(2,498	)		(3,715	)
Other Income		238			1,517			4,029
Income Before Income Taxes		3,590			22,842			32,059
Income Taxes		(507	)		(3,228	)		(5,913	)
Net Income After Taxes		3,083			19,614			26,146
Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustment		110			703			(40	)
Total Comprehensive Income		3,193			20,317			26,106
Earnings per Share
Basic	US$0.19			RMB 1.21			RMB 1.61
Diluted	US$0.19			RMB 1.21			RMB 1.61
Weighted Average Number of Shares
Basic		16,232,381			16,232,381			16,232,178
Diluted		16,232,381			16,232,381			16,251,287

Jinpan International Limited and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Nine Months Ended September 30, 2015

	Nine months ended
	September 30,
	2015			2015			2014
	US$			RMB			RMB
In thousands, except per share data	(unaudited)			(unaudited)			(unaudited)
Net Sales		204,890			1,303,365			1,033,783
Cost of Goods Sold		(149,009	)		(947,888	)		(696,666	)
Gross Profit		55,881			355,477			337,117
Selling and Administrative Expenses		(44,387	)		(282,358	)		(254,079	)
Operating income		11,494			73,119			83,038
Interest Expense		(1,167	)		(7,422	)		(11,181	)
Other Income		1,287			8,184			9,929
Income Before Income Taxes		11,614			73,881			81,786
Income Taxes		(1,674	)		(10,650	)		(13,985	)
Net Income After Taxes		9,940			63,231			67,801
Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustment		109			692			32
Total Comprehensive Income		10,049			63,923			67,833
Earnings per Share
Basic	US$0.61			RMB 3.90			RMB 4.18
Diluted	US$0.61			RMB 3.90			RMB 4.17
Weighted Average Number of Shares
Basic		16,232,381			16,232,381			16,232,178
Diluted		16,232,381			16,232,381			16,261,519

Jinpan International Limited and Subsidiaries Consolidated Balance Sheet

	(Unaudited)			(Unaudited)			(Audited)
	September 30, 2015			September 30, 2015			December 31, 2014
In thousands, except per share data	$US			RMB			RMB
Assets
Current Assets
Cash and bank		9,050			57,572			80,826
Restricted Cash		4,761			30,288			7,210
Short Term Investment		20,751			132,000			80,500
Notes receivable		10,648			67,738			70,718
Accounts receivable, net		171,444			1,090,605			858,037
Inventories		63,372			403,130			305,967
Prepayments		16,520			105,087			127,619
Deferred Tax Assets		3,358			21,362			15,388
Other receivables		9,132			58,089			42,229
		309,036			1,965,871			1,588,494
Fixed Assets
Property, plant and equipment, net		66,931			425,767			452,660
Construction in progress		1,096			6,972			16,481
Intangible Assets		13,243			84,245			84,245
Prepaid leases		14,018			89,175			90,902
Other assets		24			153			649
TOTAL ASSETS		404,348			2,572,183			2,233,431
Current Liabilities
Short term loans		3,985-			25,351			-
Accounts payable		44,989			286,189			228,633
Notes Payable		42,842			272,534			89,733
Advances from customers		22,964			146,079			131,946
Other payables		28,821			183,337			192,687
Taxes payable		2,191			13,939			12,389
Total current liabilities		145,792			927,429			655,388
Long Term Loans		25,243			160,578			160,553
Deferred Income		5,564			35,397			30,377
Total Liabilities		176,599			1,123,404			846,318
Shareholders' Equity
Convertible preferred stock, US$0.0045 par value:		-			-			-
Authorized shares - 2,000,000
Issued and outstanding shares - none in 2015 & 2014
Common stock, US$0.0045 par value:		95			606			606
Authorized shares - 40,000,000
Issued and outstanding shares - 16,418,456 in 2015 and 2014
Additional paid-in capital		47,026			299,148			298,418
Reserves		14,775			93,985			93,985
Retained earnings		166,837			1,061,297			1,001,054
Accumulated other comprehensive income		(496	)		(3,155	)		(3,848	)
		228,237			1.451,881			1,390,215
Less: Treasury shares at cost
Common stock - 135,488 in 2015 and 2014		(488	)		(3,102	)		(3,102	)
Total Shareholders' Equity		227,749			1,448,779			1,387,113
Total Liabilities and Shareholders' Equity		404,348			2,572,183			2,233,431

Jinpan International Limited and Subsidiaries

Consolidated Statement of Cash Flows

For the Nine Months Ended September 30, 2015

	Nine Months Ended September 30
	2015			2015			2014
	US$			RMB			RMB
	(Unaudited)			(Unaudited)			(Unaudited)
In thousands
Operating Activities
Net Income		9,940			63,231			67,801
Adjustments to reconcile net income to
Net Cash provided by (used in) operating activities:
Depreciation		6,000			38,168			32,465
Amortization of prepaid lease		271			1,727			1,299
Deferred Income Tax		(882	)		(5,611	)		(1,940	)
Provision for doubtful debts		4,323			27,499			10,974
Stock-based compensation Cost		115			730			1,864
Changes in operating assets and liabilities
Restricted Cash		(3,628	)		(23,077	)		966
Accounts Receivable		(40,883	)		(260,067	)		(36,774	)
Notes Receivable		468			2,979			24,786
Inventories		(14,041	)		(89,321	)		(93,991	)
Prepaid Expenses		3,542			22,532			(33,904	)
Other Receivable		(2,472	)		(15,726	)		(7,550	)
Accounts Payable		9,048			57,556			23,982
Notes Payable		28,736			182,801			23,499
Income Tax		244			1,550			(3,606	)
Advance From customers		2,222			14,132			23,826
Other liabilities		(1,470	)		(9,349	)		(8,040	)
Net Cash provided by (used in) operating activities		1,533			9,754			25,657
Investing activities
Purchases of property, plant and equipment		(881	)		(5,603	)		(7,700	)
Payment for construction in progress		(630	)		(4,005	)		(3,799	)
Sell of S/T Investment		81,181			516,415			334,000
Increase in S/T investment		(89,277	)		(567,915	)		(357,000	)
Receipt of government grant for new plant construction		789			5,020			1,167
Net Cash provided by (used in) investing activities		(8,817	)		(56,088	)		(33,332	)
Financing activities
Proceeds from bank loan		4,038			25,687			60,390
Repayment of bank loan		(49	)		(311	)		(140,746	)
Proceeds from exercised stock options		-			-			96
Dividend paid		(470	)		(2,988	)		(11,967	)
Net Cash provided by (used in) financing activities		3,519			22,388			(92,227	)
Effect of exchange rate changes on cash		(394	)		692			61
Net increase/(decrease) in cash and cash equivalents		(4,159	)		(23,254	)		(99,841	)
Cash and Cash equivalents at beginning of year		13,209			80,826			149,874
Cash and Cash equivalents at end of year		9,050			57,572			50,033
Interest paid		763			4,854			7,911
Income Tax paid		2,299			14,623			19,517

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