[DBS Bank Ltd., Hong Kong Branch Letterhead]
21 January 2020
OUR GUARANTEE NO. 807-02-0022873
Shanghai Subsidiaries Payment Guarantee
To: TTM Technologies China Limited
Address: 18/F Metropole Square, 2 On Yiu Street, Shatin, New Territories, Hong Kong Special Administrative Region (Hong Kong) of the Peoples Republic of China (PRC)
This Shanghai Subsidiaries Payment Guarantee (Payment Guarantee), issued on January 21, 2020 (the Issuance Date), is made by DBS Bank Ltd., Hong Kong Branch, (incorporated in Singapore with Limited Liability), a bank incorporated and validly existing under the laws of Hong Kong, PRC, located in the 18th Floor, The Center, 99 Queens Road Central, Hong Kong (Guarantor), at the request of Long Wah Investment Limited, located in Rms 2708-11, West Tower, Shun Tak Centre，168-200 Connaught Road C., Hong Kong (the Applicant), in favor of TTM Technologies China Limited, a company incorporated and validly existing under the laws of Hong Kong, PRC (the Beneficiary).
WHEREAS, TTM Technologies Inc., a Delaware corporation (TTM), the Beneficiary and AKMMeadville Electronics (Xiamen) Co., Ltd., a company incorporated and validly existing under the laws of PRC (the Purchaser) have entered into an Equity Interests Purchase Agreement (the SPA) on January 20, 2020, under which the Purchaser will purchase, among others, the equity interests of (i) Shanghai Kaiser Electronics Co., Ltd. (上海凯思尔电子有限公司) (SKE), (ii) Shanghai Meadville Electronics Co., Ltd. (上海美维电子有限公司) (SME), and (iii) Shanghai Meadville Science & Technology Co., Ltd. (上海美维科技有限公司) (SP, and together with SKE and SME, the Shanghai Subsidiaries) from TTM and the Beneficiary. The Purchaser has agreed to pay certain amount of purchase price allocated to Shanghai Subsidiaries as may be calculated in accordance with the terms and conditions set forth in the SPA (Shanghai Subsidiaries Purchase Price) to the Beneficiary no later than the seventy-fifth (75th) Business Day (Shanghai Subsidiaries Purchase Price Due Date) from the GME Change of SAFE Registration Filing Completion Date (as defined below) in accordance with the terms and conditions of the SPA, and this Payment Guarantee is issued in support of such agreement.
NOW, THEREFORE, Guarantor hereby agrees with the Applicant and the Beneficiary as follows:
| ||1. || |
Subject to Articles 2 and 3 of this Payment Guarantee, in the event that Purchaser fails to pay the Shanghai Subsidiaries Purchase Price by Shanghai Subsidiaries Purchase Price Due Date as determined by Beneficiary, notwithstanding any objection by Applicant, Guarantor hereby irrevocably undertakes to pay Beneficiary an amount equal to the Shanghai Subsidiaries Purchase Price claimed by Beneficiary (which shall not exceed the Guaranteed Amount (as defined below)) within five (5) Business Days (Guarantor Payment Date) following receipt of a claim notice from Beneficiary in original paper form, presented through a bank designated by the Beneficiary, stating (1) this Payment Guarantee reference number as indicated above, (2) that the Purchaser has failed to pay the Shanghai Subsidiaries Purchase Price when due in accordance with the terms stipulated in the SPA, (3) the Beneficiary is making a demand under this Payment