[BANK OF CHINA (Hong Kong) Letterhead]
DATE: January 21st, 2020
GME PAYMENT GUARANTEE
GUARANTEE NO. 266Z20BG000103
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 GME Payment Guarantee, issued on January 21st, 2020 (Payment Guarantee) is made by Bank of China (Hong Kong) Limited (Guarantor), a bank incorporated and validly existing under the laws of Hong Kong of PRC, 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 (Applicant), have entered into an Equity Interests Purchase Agreement (the SPA) on January 21st, 2020, under which the Applicant will purchase, among others, the equity interests of Guangzhou Meadville Electronics Co., Ltd.(广州美维电子有限公司) (GME) from TTM and the Beneficiary. The Applicant has agreed to pay certain amount of purchase price allocated to GME as calculated and adjusted in accordance with the terms and conditions set forth in the SPA (GME Purchase Price) to the Beneficiary no later than the sixtieth (60th) Business Day (GME 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 Applicant fails to pay the GME Purchase Price by GME Purchase Price Due Date as determined by Beneficiary notwithstanding any objection by Applicant, Guarantor hereby irrevocably undertakes to pay Beneficiary an amount claimed by Beneficiary, which shall not exceed the Guaranteed Amount as stipulated and adjusted pursuant to the terms of Article 2 hereof, within five (5) Business Days (Guarantor Payment Date) following receipt of a claim notice from Beneficiary in paper form, presented through a bank designated by the Beneficiary, specifying (1) this Payment Guarantee reference number as indicated above and the GME Purchase Price Due Date, (2) that the Applicant has failed to pay the GME Purchase Price by the GME Purchase Price Due Date, (3) that the Beneficiary is making a demand under this Payment Guarantee because of the Applicants failure to pay the GME Purchase Price and (4) the amount of such demand, which shall be substantially identical to the form set forth in the Appendix I attached hereto (Purchase Price Claim Notice). There shall be no conditions precedent to the effectiveness of the Guarantors obligations in respect of the Guaranteed Amount under this Payment Guarantee other than those expressly set forth in Article 3 hereof. For the purpose of this Article 1, notwithstanding anything contrary herein, a Business Day means a day on which banks are open for business in Hong Kong, PRC.