exv10w20






Exhibit 10.20




Execution Version




SHAREHOLDERS AGREEMENT




between




TTM TECHNOLOGIES, INC.,




MEADVILLE HOLDINGS LIMITED,




SU SIH (BVI) LIMITED,




TANG HSIANG CHIEN,




TANG CHUNG YEN, TOM (solely for the purposes of Sections 2.1(g),

2.2(a), 2.2(e), 2.3, 5.1, 5.2, 5.3, 5.7, 5.10, 5.18 and 5.21)




and




TANG YING MING, MAI (solely for the purposes of Sections 2.1(g),

2.2(a), 2.2(e), 2.3, 5.1, 5.2, 5.3, 5.7, 5.10, 5.18 and 5.21)




 






Dated as of April 9, 2010




 









 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 1.1. Certain Defined Terms
	 	 	2	 
	Section 1.2. Other Defined Terms
	 	 	9	 
	Section 1.3. Other Definitional Provisions
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II SHARE OWNERSHIP
	 	 	10	 
	 
	 	 	 	 
	Section 2.1. Acquisition of Additional Securities
	 	 	10	 
	Section 2.2. Prohibition of Certain Actions
	 	 	12	 
	Section 2.3. Special Security Agreement
	 	 	14	 
	 
	 	 	 	 
	ARTICLE III TRANSFER RESTRICTIONS
	 	 	15	 
	 
	 	 	 	 
	Section 3.1. General Transfer Restrictions
	 	 	15	 
	Section 3.2. Specific Restrictions on Transfer
	 	 	15	 
	Section 3.3. Other Capital Stock
	 	 	17	 
	Section 3.4. Distribution of Company Common Stock
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IV CORPORATE GOVERNANCE
	 	 	18	 
	 
	 	 	 	 
	Section 4.1. Company Board Representation
	 	 	18	 
	Section 4.2. Company Board Committee Representation
	 	 	22	 
	Section 4.3. Board Representation of Asian Holdco
and Asian PCB Entities; Governance
	 	 	22	 
	Section 4.4. Vote Required for Board Action; Board Quorum
	 	 	26	 
	Section 4.5. Voting Arrangements
	 	 	26	 
	 
	 	 	 	 
	ARTICLE V MISCELLANEOUS
	 	 	28	 
	 
	 	 	 	 
	Section 5.1. Non-Contravention
	 	 	28	 
	Section 5.2. Non-Compete
	 	 	29	 
	Section 5.3. Non-Solicitation
	 	 	30	 
	Section 5.4. Termination
	 	 	30	 
	Section 5.5. Representations of the Company
	 	 	31	 
	Section 5.6. Representations of the Principal Shareholders
	 	 	31	 
	Section 5.7. Representations of Mr. Tang and the Tang Siblings
	 	 	31	 
	Section 5.8. Ownership Information
	 	 	31	 
	Section 5.9. Savings Clause
	 	 	32	 
	Section 5.10. Amendment and Waiver
	 	 	32	 
	Section 5.11. Severability
	 	 	32	 
	Section 5.12. Entire Agreement
	 	 	32	 
	Section 5.13. Successors and Assigns
	 	 	32	 






i 









 






	 	 	 	 	 
	 	 	Page	 
	Section 5.14. Counterparts
	 	 	33	 
	Section 5.15. Remedies
	 	 	33	 
	Section 5.16. Notices
	 	 	33	 
	Section 5.17. Governing Law
	 	 	35	 
	Section 5.18. Consent to Jurisdiction
	 	 	35	 
	Section 5.19. Shareholder Capacity
	 	 	37	 
	Section 5.20. Methodology for Calculations
	 	 	37	 
	Section 5.21. Further Assurances
	 	 	37	 






ii 









 






SHAREHOLDERS AGREEMENT




     THIS SHAREHOLDERS AGREEMENT dated April 9, 2010, among (i) TTM Technologies, Inc., a Delaware
corporation (the “Company”), Meadville Holdings Limited, an exempted company incorporated
under the laws of the Cayman Islands with limited liability (“Seller Parent”), (ii) Tang
Hsiang Chien, an individual residing at Flat 6B, 20 Fa Po Street, Yau Yat Chuen, Kowloon, Hong Kong
(“Mr. Tang”), (iii) Su Sih (BVI) Limited, a corporation organized under the laws of the
British Virgin Islands (“SSL”) and wholly owned by Mr. Tang, (iv) Tang Chung Yen, Tom, an
individual residing at House 58, Sunderland, 1 Hereford Road, Kowloon Tong, Kowloon, Hong Kong, and
the son of Mr. Tang (“Tom Tang”), and (v) Tang Ying Ming, Mai, an individual residing at
Flat B, 6th Floor, 20 Fa Po Street, Yau Yat Chuen, Kowloon, Hong Kong, and the daughter of Mr. Tang
(“Mai Tang” and, together with Tom Tang, the “Tang Siblings”) (such Tang Siblings,
solely for the purposes of Sections 2.1(g), 2.2(a), 2.2(e), 2.3 5.1, 5.2, 5.3, 5.7, 5.10, 5.18 and
5.21).



WITNESSETH:




     WHEREAS, the Company and certain of its wholly owned Subsidiaries, Seller Parent, MTG
Investment (BVI) Limited, a corporation organized under the laws of the British Virgin Islands
(“Seller”) and a wholly owned Subsidiary of Seller Parent, and certain other parties
have entered into a Stock Purchase Agreement dated November 16, 2009 (the “Stock Purchase
Agreement”), pursuant to which, (i) on the date hereof (the “Closing Date”), Seller has
sold and transferred to TTM Hong Kong Limited, a corporation organized under the laws of the Hong
Kong Special Administrative Region of the People’s Republic of China (“Buyer” or “Asian
Holdco”) and an indirect wholly owned Subsidiary of the Company, all of the issued and
outstanding Capital Stock of each of: (i) MTG Management (BVI) Limited, a company incorporated
under the laws of the British Virgin Islands and a direct wholly owned Subsidiary of Seller, (ii)
MTG PCB (BVI) Limited, a company incorporated under the laws of the British Virgin Islands and a
direct wholly owned Subsidiary of Seller, (iii) MTG (PCB) No. 2 (BVI) Limited, a company
incorporated under the laws of the British Virgin Islands and a direct wholly owned Subsidiary of
Seller, and (iv) MTG Flex (BVI) Limited, a company incorporated under the laws of the British
Virgin Islands and a direct wholly owned Subsidiary of Seller (each, a “Transferred Entity”
and collectively, the “Transferred Entities”);



     WHEREAS, as partial consideration for the purchase of the Transferred Entities, the Company
has issued to Seller 36,334,000 shares of Company Common Stock, subject to adjustment pursuant to
Section 2.6 of the Stock Purchase Agreement (the “Equity Consideration”), representing
45.7% of the outstanding Company Common Stock, assuming no additional new issuances, buy backs or
cancellation of shares of the Company Common Stock outstanding from the date of the Stock Purchase
Agreement;



     WHEREAS, pursuant to the Stock Purchase Agreement, Seller Parent shall (A) in accordance with
the terms described in the Circular and Applicable Law, distribute all or a portion of
the Equity Consideration by way of dividend or other distribution from Seller Parent to its
shareholders, with Mr. Tang (in his personal capacity and his capacity as the trustee of the Tang
Family Trust) and TMIL directing the Company Common Stock entitled to be received by them from such
distribution be transferred to and registered in the name of and distributed to SSL (the



 









 





date of such distribution, the “Effective Date”) and (B) sell the remaining portion of
the Equity Consideration (the “Sell-Down”) in accordance with the plan of distribution
included as an exhibit to the Sell-Down Registration Rights Agreement (as defined in the Stock
Purchase Agreement) and distribute the net cash proceeds therefrom to the shareholders of Seller
Parent;




     WHEREAS, pursuant to the distribution set forth in the immediately preceding recital, SSL is
expected to hold of record, and Mr. Tang is expected to Beneficially Own, on the Effective Date,
approximately 26,225,000 shares of the Company Common Stock, representing 33.0% of the Company’s
outstanding Common Stock, assuming no new issuances (other than the Equity Consideration), buy
backs or cancellation of shares of the Company Common Stock outstanding from the date of the Stock
Purchase Agreement, together with such additional shares of outstanding Company Common Stock (the
“Buy-In Shares”) (not to exceed 5,000,000 shares of Company Common Stock, representing 6.3%
of the Company’s outstanding Common Stock, assuming no new issuances (other than the Equity
Consideration), buy backs or cancellation of shares of the Company Common Stock outstanding from
the date of the Stock Purchase Agreement (the “Maximum Buy-In Shares”)) the Principal
Shareholders or their Affiliates may purchase in the Sell-Down, it being acknowledged that the
number of shares set forth herein shall be adjusted in the same manner as the Equity Consideration
is adjusted pursuant to Section 2.6 of the Stock Purchase Agreement; and



     WHEREAS, the parties hereto desire to establish certain restrictions and limitations with
respect to the shares of Company Common Stock to be Beneficially Owned by the Principal
Shareholders and their respective Affiliates from and after the Closing Date, as well as certain
restrictions and limitations on the Beneficial Ownership by the Principal Shareholders and their
respective Affiliates of Capital Stock of the Company, and to further establish certain further
arrangements with respect to voting and corporate governance matters involving the Company and
certain of its Subsidiaries, all as hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual premises and of the covenants and undertakings
hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1. Certain Defined Terms. As used herein, the following terms shall have
the following meanings:



     “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified Person, and, with respect to a natural Person, shall also include the
spouse and minor children of such natural Person who share a household with such natural Person,
together with any other Person controlled by them and any revocable trust settled by them or any
trust of which such Person is a trustee.



2









 





     “Agreement” means this Shareholders Agreement, as it hereafter may be amended,
supplemented, restated or modified from time to time in accordance with Section 5.10 hereto.



     “Applicable Law” means all domestic and foreign federal, state and local statutes,
laws, ordinances, rules, administrative codes, administrative interpretations, regulations, orders,
writs, injunctions, directives, judgments, decrees, policies, ordinances, decisions, guidelines and
other requirements or stock exchange listing rules (including those of the Commission and any
national securities exchange on which the Company Common Stock is listed for trading or included
for quotation) applicable to any of the parties to this Agreement or any of their respective
Affiliates (or their respective properties or assets).



     “Asian PCB Entities” means any Transferred Entity, any Subsidiary of a Transferred
Entity, and any other Subsidiary of the Company that conducts or is otherwise engaged (whether
alone or together with other Subsidiaries) in Asia in the business of printed circuit boards.



     “Beneficial Ownership” by a Person of any securities means ownership by any Person who
directly, or indirectly through any contract, agreement, arrangement, understanding, plan,
commitment, relationship or otherwise, has or shares (i) voting power, which includes the power to
vote, or to direct, influence or cause the voting, of such security, and/or (ii) dispositive power,
which includes the power to dispose, or to direct, influence or cause the disposition, of such
security; and the use in this Agreement of such term (and all correlative terms as referred to in
the last sentence of this definition) shall be interpreted in accordance with Rule 13d-3 under the
Exchange Act (irrespective of whether the right to acquire any securities, or any right thereto or
interest therein, is exercisable immediately or only after the passage of time, including the
passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any
event, or any combination of the foregoing). The terms “Beneficial Owner,”
“Beneficially Own” and “Beneficially Owned” shall have meanings correlative to
“Beneficial Ownership.”



     “Board” means the Board of Directors of the Company, as the same on the Closing Date,
or at any time thereafter, is constituted in accordance with Applicable Law, the Certificate of
Incorporation and the Bylaws.



     “Business Combination” means (A) any form of business combination or similar
transaction involving the Company or any Affiliate thereof, including, without limitation, a
merger, amalgamation, sale, acquisition, joint venture, consolidation, direct share exchange or
tender or exchange offer, (B) any form of restructuring, reorganization, recapitalization or
similar transaction with respect to the Company or any Affiliate thereof, and (C) any acquisition,
sale, disposition, lease, distribution, encumbrance, mortgage, pledge, liquidation or exchange of
the assets of the Company or any Affiliate thereof comprising a line of business, business segment
or division or going concern; in the case of clauses (A) and (B) above, irrespective of whether the
Company or any Affiliate of the Company is the surviving or resulting entity of any such
transaction and irrespective of whether any Capital Stock of the Company or any Affiliate of the
Company is converted into or exchanged for cash, securities or any other property in any such
transaction.



3









 





     “Business Day” means any day that is either not (i) a Saturday, a Sunday or other day
on which banks are required or authorized by law to be closed in New York City or (ii) a Saturday,
a Sunday or other day on which banks in Hong Kong are not open for general banking business, or a
day on which a tropical cyclone warning No. 8 or above or a “black rainstorm warning signal” is
hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.



     “Buyer Benefit and Compensation Arrangement” shall have the meaning given to such term
in the Stock Purchase Agreement.



     “Bylaws” means the Second Amended and Restated Bylaws of the Company, as in effect
immediately following the Closing Date and as the same thereafter may be amended, supplemented,
restated or otherwise modified from time to time.



     “Capital Stock” means, with respect to any Person at any time, any and all shares,
equity interests, rights to share in capital surplus or profits or receive a distribution of assets
upon liquidation or dissolution, or other equivalents (however designated or classified, whether
voting or non-voting) of capital stock, partnership interests (whether general or limited), limited
liability company interests or units, member interests or equivalent ownership interests in or
issued by such Person, and any and all warrants, options or other securities exercisable or
exchangeable for, or convertible into, any of the foregoing.



     “Certificate of Incorporation” means the Certificate of Incorporation of the Company,
as in effect immediately following the Closing Date and as the same thereafter may be amended,
supplemented, restated or otherwise modified from time to time.



     “Change of Control Event” means the occurrence of the following event:



     (i) any Person (other than the Principal Shareholders or their respective Affiliates) or a
Group (whose members do not include any Principal Shareholders or any of their respective
Affiliates) is or becomes the Beneficial Owner, directly or indirectly, of 35% or more of the
Voting Securities of the Company; and



     (ii) such Person or Group uses the votes attached to its Voting Securities to cause the
individuals who on the date hereof constituted the Board, together with any Directors whose
nomination by the Board was approved by a vote of either a majority of the Directors on the date
hereof or by a majority of the then Directors whose nomination was previously so approved, to cease
to constitute a majority of the board of directors of the Company; and



     (iii) the Principal Shareholders shall have voted the Voting Securities Beneficially Owned by
them (to the extent permitted under this Agreement) against any transaction or approval brought
before the holders of Company Common Stock pursuant to which such Person or Group acquired
Beneficial Ownership of 35% or more of the Voting Securities of the Company or (to the extent
permitted under this Agreement) against the election of any Director proposed or nominated by such
Person or Group.



     “Closing Period” means the period commencing on the Closing Date and expiring upon the
distribution of Company Common Stock on the Effective Date.



4









 





     “Commission” means the United States Securities and Exchange Commission.



     “Company Common Stock” means the shares of common stock, $0.001 par value per share,
of the Company, and any securities (or rights thereto or interests therein) issued in respect
thereof, or in substitution therefor, pursuant to any stock split, dividend, subdivision or
combination, or pursuant to any reclassification, recapitalization, reorganization, merger,
consolidation, share exchange or other similar transaction involving the Company and authorized and
approved by the Board.



     “control” (including the correlative terms “controlled by” and “under
common control with”), with respect to the relationship between or among two or more Persons,
means the possession directly, or indirectly through the ownership of voting securities, as trustee
or executor, by contract, or by any other means whatsoever, of the power to direct or cause the
direction of the policies or management of a Person; provided, that with respect to any
Person who is a natural Person, the following Persons (to the extent there is no agreement, plan,
understanding or arrangement in effect that evidences or contemplates a control relationship) shall
be deemed not to be controlled by such Person: (i) a parent of such natural Person, (ii) a sibling
of such natural Person, (iii) an adult child not sharing a residence with such natural Person and
(iv) an entity (x) for which such natural Person serves solely as a director and not as an officer
or employee and (y) in which such natural Person Beneficially Owns less than 10% of any class of
voting equity securities.



     “Credit Agreement” means the credit agreement dated November 16, 2009 between (i)
Meadville Enterprises (HK) Limited, Mica-Ava China Limited, Oriental Printed Circuits Limited, MTG
(PCB) No.2 (BVI) Limited and OPC Manufacturing Limited as borrowers; (ii) the parties named
therein as the original guarantors; (iii) The Hongkong and Shanghai Banking Corporation Limited as
coordinator; (iv) the financial institutions named therein as the original lenders; (v) Citic Ka
Wah Bank Limited named therein as the issuing bank; (vi) The Hongkong and Shanghai Banking
Corporation Limited Company named therein as the facility agent; (vii) Hang Seng Bank Limited named
therein as the security trustee; (viii) Standard Chartered Bank (Hong Kong) Limited named therein
as security agent; and (ix) The Hongkong and Shanghai Banking Corporation Limited named therein as
the factoring agent in relation to a US$582,500,000 credit facility.



     “DGCL” means the General Corporation Law of the State of Delaware, as amended.



     “Director” means any member of the Board (other than any advisory, honorary or other
non-voting member of, or Person with observer rights in respect of, the Board), and any reference
in this Agreement to “a majority of the Directors” means a majority of the Directors assuming that
there are no vacancies or unfilled directorships on the Board.



     “Effective Period” means all times from and after the Closing Date until the
termination of this Agreement as provided in Section 5.4.



     “Equity Rights” shall have the meaning given to such term in the Stock Purchase
Agreement.



5









 





     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Commission thereunder from time to time (or under
any successor statute).



     “Group” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act.



     “Lock-Up Period” means the period beginning on the Effective Date and ending on the
18-month anniversary thereof.



     “Maximum Unrestricted Voting Percentage” means, on any date, with respect to the
Principal Shareholders and their respective Affiliates, shares of Company Common Stock having 23%
of the Total Voting Power.



     “Organizational Documents” means, with respect to any Person that is a corporation,
its articles or certificate of incorporation or memorandum and articles of association, as the case
may be, and bylaws or bye-laws, as the case may be; with respect to any Person that is a
partnership, its certificate of partnership and partnership agreement; with respect to any Person
that is a limited liability company, its certificate of formation and limited liability company or
operating agreement; with respect to any Person that is a trust or other entity, its declaration or
agreement of trust or other constituent document; and with respect to any other Person, its
comparable organizational and constituent documents, in each case, as the same may be amended or
restated.



     “Outside Directors” shall mean the “Outside Directors” (as defined in the Special
Security Agreement) who are approved by U.S. Defense Security Service as satisfying the appropriate
U.S. DoD personnel security requirements and the applicable provisions of the Special Security
Agreement, are members of the Government Security Committee of the Board, and whose appointments to
the Board are required by the terms of the Special Security Agreement. For the avoidance of doubt,
Outside Directors shall in no event include Directors whose service on the Board commenced prior to
the date of the Special Security Agreement, or any successor to such Directors



     “Percentage Ownership Cap” means, on any date, with respect to the Principal
Shareholders and their respective Affiliates, a percentage represented by the fraction, (i) the
numerator of which is the sum of (x) the number of shares of the Company Common Stock Beneficially
Owned by the Principal Shareholders on the Closing Date; and (y) the number of Buy-In Shares
acquired by the Principal Shareholders in the Sell-Down; and (ii) the denominator of which shall be
the total number of shares of the Company Common Stock outstanding on the Closing Date.



     “Person” means any individual, corporation, limited liability company, limited or
general partnership, association, joint-stock company, trust, unincorporated organization, other
entity, or government or any agency or political subdivision thereof.



     “Principal Shareholders” means, on any date, Mr. Tang, and (i) any other Affiliate of
Mr. Tang or (i) any of the Tang Siblings or their respective Affiliates, in each case which is a



6









 







holder of record of Company Common Stock from time to time and becomes a party to this Agreement
pursuant to Section 3.2(g) including, on the Effective Date, SSL.



     “Securities Act” means the United States Securities Act of 1933, as amended, and the
rules and regulations promulgated by the Commission thereunder from time to time (or any successor
statute).



     “Sell-Down Registration Rights Agreement” has the meaning given to such term in the
Stock Purchase Agreement.



     “Seller Parent Shares” means the shares of par value of HK$0.01 each in the share
capital of Seller Parent.



     “Special Security Agreement” means the Special Security Agreement to be entered into
by and among Mr. Tang, SSL, the Company and the U.S. DoD, and any agreement that may be entered
into to replace, modify or amend such agreement as required by the U.S. DoD.



     “Subsidiary” means, with respect to any Person, any corporation or other organization,
whether incorporated or unincorporated (i) of which such Person or any other Subsidiary of such
Person is a general partner (excluding partnerships, the general partnership interests of which
held by such Person or any Subsidiary of such Person, do not represent a majority of the voting or
equivalent interests in such partnership), or (ii) (x) a majority of the Capital Stock of which is
directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries
or by such Person and one or more of its Subsidiaries or (y) the Capital Stock of which is directly
or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries or by
such Person and one or more of its Subsidiaries and have by their terms ordinary voting power to
elect a majority of the board of directors or others performing similar functions with respect to
such corporation or other organization.



     “Tang Family Trust” means The Mein et Moi Trust, a discretionary trust established
under the laws of the Island of Jersey, which Mr. Tang is the sole trustee thereof.



     “Third Party Tender Offer” means a bona fide offer commenced and conducted in
accordance with Regulation 14D or 14E under the Exchange Act, by a Person (other than a Principal
Shareholder or any of its Affiliates, or the Company or any of its Affiliates, or any Group that
includes as a member thereof a Principal Shareholder or any of its Affiliates) to purchase or
exchange for cash, securities and/or any other property all of the then outstanding Company Common
Stock.



     “TMIL” means Top Mix Investments Limited, a corporation organized under the laws of
the British Virgin Islands.



     “Total Voting Power” means, on any date, the total number of votes represented by, and
entitled to be cast by holders of, outstanding Voting Securities determined in accordance with
Section 5.20.




7











 





     “Transfer” (including the correlative terms “Transferring,”
“Transferee” and “Transferred”) means the direct or indirect sale, transfer,
assignment, pledge, conveyance, encumbrance, hypothecation or other disposition (whether by
operation of law, by means of foreclosure or otherwise, whether or not for consideration, and
whether voluntarily or involuntarily), or the entry into any contract, agreement, arrangement,
understanding, plan, commitment or relationship with respect to the sale, transfer, assignment,
pledge, conveyance, encumbrance, hypothecation or other disposition (whether by operation of law or
otherwise, whether or not for consideration and whether voluntarily or involuntarily), of any
Capital Stock of the Company or any interest in or right to any Capital Stock of the Company;
provided, that for purposes of this Agreement, the term Transfer also shall include the
transfer (including, without limitation, by way of sale, disposition or any other means) to a third
party of an Affiliate of any Principal Shareholder, or of such Principal Shareholder’s interest in
an Affiliate, which Beneficially Owns Company Common Stock, resulting in such Affiliate ceasing to
be an Affiliate of any of the Principal Shareholders.



     “U.S. DoD” means the United States Department of Defense.



     “Voting Securities” means, on any date, the total number of shares of all classes and
series of Capital Stock of the Company which are entitled to vote on any Company matter (other than
solely on matters of class rights), whether pursuant to Applicable Law, the Certificate of
Incorporation, the Bylaws or any other instrument or agreement, including all securities
convertible into, or exercisable or exchangeable for, such shares of such Capital Stock.



     Section 1.2. Other Defined Terms. The following terms shall have the meanings defined for such terms in this Agreement in the
Sections set forth below:



	 	 	 
	TERM	 	SECTION
	Acquire

	 	Section 2.1(a)
	Asian Holdco

	 	Preamble
	Asian PCB Nominee

	 	Section 4.3(b)
	Asian PCB Nominees

	 	Section 4.3(b)
	Board Asian Holdco Nominee

	 	Section 4.3(a)
	Board Asian Holdco Nominees

	 	Section 4.3(a)
	Buyer

	 	Preamble
	Closing Date

	 	Preamble
	Company

	 	Preamble
	Competing Activity

	 	Section 5.2
	Effective Date

	 	Preamble
	Equity Awards

	 	Section 2.1(e)
	Equity Consideration

	 	Preamble
	Key Employees

	 	Section 4.3(g)(i)
	Mai Tang

	 	Preamble
	Manager

	 	Section 5.3
	Mr. Tang

	 	Preamble
	Post-Closing Dividends

	 	Section 2.1(f)
	Prohibited Actions

	 	Section 2.2(a)






8









 






	 	 	 
	TERM	 	SECTION
	Sell-Down

	 	Preamble
	Seller

	 	Preamble
	Seller Parent

	 	Preamble
	Seller Party Group

	 	Section 5.2(a)
	Shareholder Asian Holdco Nominee

	 	Section 4.3(a)
	Shareholder Asian Holdco Nominees

	 	Section 4.3(a)
	Shareholder Nominee

	 	Section 4.1(a)
	SSL

	 	Preamble
	Stock Purchase Agreement

	 	Preamble
	Tang Siblings

	 	Preamble
	Tom Tang

	 	Preamble
	Transferred Entities

	 	Preamble
	Transferred Entity

	 	Preamble






     Section 1.3. Other Definitional Provisions. Unless the express context otherwise requires:



     (a) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not to any particular provision of
this Agreement;



     (b) the terms defined in the singular have a comparable meaning when used in the plural and
vice versa;



     (c) the terms “Dollars” and “$” mean United States Dollars;



     (d) references in this Agreement to a specific Section, Clause or Schedule shall refer,
respectively, to Sections, Clauses or Schedules of this Agreement;



     (e) wherever the word “include,” “includes,” or “including” is used in this Agreement, it
shall be deemed to be followed by the words “without limitation”; and



     (f) references in this Agreement to either gender includes the other gender.



ARTICLE II

SHARE OWNERSHIP




     Section 2.1. Acquisition of Additional Securities.



     (a) Subject to the other provisions of this Section 2.1, each Principal Shareholder
undertakes, covenants and agrees with the Company that, without the prior written approval of the
Board, during the Effective Period, the Principal Shareholders shall not, directly or indirectly,
and they shall not permit any of their respective Affiliates, directly or indirectly, to acquire,
or offer, propose or agree to acquire, whether by means of open market purchase, privately
negotiated purchase, tender or exchange offer, through the acquisition of control of



9









 




another Person (whether by way of merger, consolidation, share exchange or otherwise), by
becoming a member of or joining a Group, or otherwise, Beneficial Ownership (hereinafter,
“Acquire”) of:




          (i) any shares of Company Common Stock, if any such shares so Acquired, when aggregated with
all other shares of Company Common Stock then Beneficially Owned by the Principal Shareholders and
their respective Affiliates, would cause the Beneficial Ownership of Company Common Stock by the
Principal Shareholders and their respective Affiliates to exceed the Percentage Ownership Cap; and




          (ii) any Capital Stock of the Company not constituting Company Common Stock (excluding Equity
Rights permitted to be Acquired by any employee or director of the Company pursuant to Section
2.1(e) or (g)(ii) below).




     (b) If at any time during the Effective Period, the Company engages in any open market share
repurchase program (including any such program conducted in accordance with Rule 10b5-1, Rule
10b-18 and Regulation M under the Exchange Act) or commences and conducts an issuer self-tender
offer or otherwise engages in any other transaction pursuant to which any Capital Stock of the
Company ceases to be outstanding, and as a result of which the Beneficial Ownership of Company
Common Stock by the Principal Shareholders and their respective Affiliates exceeds the Percentage
Ownership Cap, no such Principal Shareholder shall be, or be deemed, in violation of Section
2.1(a), or required to Transfer any Company Common Stock as a result thereof.



     (c) The parties hereto acknowledge and agree that no Principal Shareholder shall be, or be
deemed, in violation of Section 2.1(a) or required to Transfer any Company Common Stock as a result
thereof, to the extent any shares of Capital Stock of the Company are Acquired by any of the
Principal Shareholders or their respective Affiliates pursuant to a dividend or other distribution
of such securities (including any issuance in connection with a shareholder rights plan or any
rights offering of securities made to the Company’s then existing shareholders) approved by the
Board and made by the Company on a pro rata basis to (i) all holders of Company Common Stock or
(ii) all holders of Company Common Stock not prohibited by Applicable Law from participation
therein.



     (d) Without limiting the generality of Section 2.1(a) of this Agreement, all Capital Stock of
the Company Beneficially Owned by the Principal Shareholders (to the extent Acquired as described
in Section 2.1(c)) and their respective Affiliates            during the Effective Period shall be
subject to all of the prohibitions and restrictions contained in this Agreement.



     (e) Notwithstanding the foregoing, this Section 2.1 shall not prohibit any individual
Affiliate of the Principal Shareholders who is an employee of the Company or any of its
Subsidiaries from receiving any grants of any Equity Rights (including restricted stock units,
restricted stock or stock options) from the Company, or from Acquiring any Company Common Stock
upon the vesting or exercise of such Equity Rights, provided that such Equity Rights or Company
Common Stock were issued under a Buyer Benefit and Compensation Arrangement in the ordinary course
of business as part of the compensation of such individual employee. Any Equity Rights or Company
Common Stock Acquired by any individual Affiliate of the Principal



10









 




Shareholders in accordance with this Section 2.1(e) shall not be counted towards the
calculation of the Percentage Ownership Cap of the Principal Shareholders for purposes of Section
2.1(a).




     (f) Notwithstanding the foregoing, the prohibitions set forth in this Section 2.1 shall not be
deemed to be violated by (i) Seller Parent holding shares of the Company Common Stock comprising
the Equity Consideration (including, if applicable, any dividends or other distributions made by
the Company in respect of the Equity Consideration after the Closing Date which are received by
Seller Parent (collectively, “Post-Closing Dividends”)) from the Closing Date until the
Effective Date, or by the Seller Parent holding shares of Company Common Stock which (together with
the Principal Shareholders and their respective Affiliates) aggregate greater than the Percentage
Ownership Cap after the Effective Date, provided that all such shares of Company Common Stock held
by the Seller Parent are to be sold in the Sell-Down; or (ii) the Acquisition by the Principal
Shareholders or any of their respective Affiliates of up to the Maximum Buy-In Shares from Seller
Parent (or underwriters or placement agents acquiring such Company Common Stock from Seller Parent
for purposes of distribution ) in any transactions contemplated in the Sell-Down Registration
Rights Agreement, provided that any such Affiliate which prior to such time is not a Principal
Shareholder, becomes a Principal Shareholder in accordance with Section 3.2(g) at or prior to the
time of such Acquisition.



     (g) Each Tang Sibling undertakes, covenants and agrees with the Company that, without the
prior written approval of the Board, during the Effective Period, the Tang Siblings shall not,
directly or indirectly, and they shall not permit any of their respective Affiliates, directly or
indirectly, to Acquire any shares of Capital Stock of the Company, except (i) in connection with
any Transfer effected in accordance with Section 3.2(g); (ii) in connection with the receipt of any
grants of any Equity Rights (including restricted stock units, restricted stock or stock options)
from the Company, or from Acquiring any Company Common Stock upon the vesting or exercise of such
Equity Rights, provided that such Equity Rights or Company Common Stock were issued under a Buyer
Benefit and Compensation Arrangement in the ordinary course of business as part of the compensation
of such Tang Sibling as an employee or as a director of the Company or any of its Subsidiaries; or
(iii) any other Acquisition of shares of Capital Stock of the Company provided that at or prior to
the time of such Acquisition, such Tang Sibling becomes a Principal Shareholder in accordance with
Section 3.2(g), so long as such acquisition does not cause any Principal Shareholder or their
Affiliates to breach Section 2.1(a) through (f) of this Agreement.



     (h) Any Company Common Stock Acquired by a Tang Sibling in accordance with Section 2.1(g)(i)
or (iii) shall be counted towards the calculation of the Percentage Ownership Cap of the Principal
Shareholders for purposes of Section 2.1(a). Any Equity Rights or Company Common Stock Acquired by
a Tang Sibling in accordance with Section 2.1(g)(ii) shall not be counted towards the calculation
of the Percentage Ownership Cap of the Principal Shareholders for purposes of Section 2.1(a).



     Section 2.2. Prohibition of Certain Actions.



     (a) Except as otherwise expressly permitted or required by this Agreement (including Article
IV), during the Effective Period, the Principal Shareholders and the Tang Siblings shall not
directly, or indirectly through one or more intermediaries or otherwise, and



11









 




shall cause each of their respective Affiliates not to directly, or indirectly through one or
more intermediaries or otherwise (each of the actions referred to in or contemplated by the
following provisions of this Section 2.2(a) being hereafter referred to as “Prohibited
Actions”):




          (i) initiate, make, propose or in any way participate in, or induce, facilitate or encourage
any other Person to initiate, make, propose or in any way participate in, any “solicitation” of
“proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or consents
or authorizations with respect to any Voting Securities, whether subject to or exempt from
Regulation 14A under the Exchange Act, or advise, encourage or influence any Person (other than any
other Principal Shareholder or its Affiliates) with respect to the voting of any Voting Securities;




          (ii) vote with respect to any proposal made or submitted by any Person (including any proposal
of the type contemplated by Rule 14a-8 under the Exchange Act, as the same hereafter may be
amended, and whether precatory or binding) that relates to the adoption, modification or repeal of
any anti-takeover or “shark repellent” provision set forth on Schedule 2.2(a)(ii) hereto;




          (iii) submit to the Company or the Board any proposal or offer with respect to, or otherwise
initiate, make or propose, any Business Combination, to the extent that such proposal or offer is
made public by or on behalf of the Principal Shareholders or its Affiliates, or is required to be
publicly disclosed under Applicable Law (including through filings under Section 13(d) or (g), or
Section 16 of the Exchange Act (or successor provisions)), or induce, facilitate or encourage any
Person (other than any other Principal Shareholder or its Affiliates) to initiate, make or propose
any Business Combination;




          (iv) vote with respect to any Business Combination;




          (v) vote in the election of any Director or seek to vote to remove any Director (except with
respect to the Shareholder Nominee);




          (vi) form, join or in any way participate in, or induce, facilitate or encourage the formation
of, any Group (other than a Group consisting solely of Principal Shareholders and their respective
Affiliates that is formed for purposes not in violation of Section 2.1(a) or any other provision of
this Agreement), including, without limitation, for the purposes of matters set forth in this
Section 2.2(a), or otherwise enter into any contract, agreement, arrangement, understanding, or
plan, commitment or relationship with any Person (including acting as a joint or co-bidder with
another party) to take any of the actions or matters referred to in this Section 2.2(a), or vote
(or cause to be voted) any Voting Securities Beneficially Owned by them “for” (or execute and
deliver or cause to be executed and delivered consents in respect of any Voting Securities
Beneficially Owned by them with respect to) any of the actions or matters referred to in this
Section 2.2(a); or




          (vii) publicly announce, make any filing under the Exchange Act (except filings relating
solely to the disclosure of Beneficial Ownership of the Principal Shareholders and their respective
Affiliates, or the pecuniary interest of the Principal Shareholders and their respective Affiliates
in, Capital Stock of the Company, including filings






12









 







under Sections 13(d) or (g) and Section 16 under the Exchange Act (or successor provisions))
or disclose any expression of interest, term sheet, offer, proposal or other written communication
regarding any of the matters referred to in this Section 2.2(a).




     (b) Nothing in this Section 2.2 shall limit the ability of (i) any Shareholder Nominee to
initiate, make or propose any matter to the Board, or to vote or abstain from voting on any such
matter, in each case solely in his or her capacity as a Director, or to participate in
deliberations of the Board (or in any such case, any committee thereof to the extent appointed
thereto) in such a manner as is consistent with such Director’s fiduciary duties under Applicable
Law, (ii) any Shareholder Asian Holdco Nominee to initiate, make or propose any matter to the board
of Asian Holdco, or to vote or abstain from voting on any such matter, in each case solely in his
or her capacity as a director of Asian Holdco, or to participate in deliberations of the board of
Asian Holdco (or in any such case, any committee thereof to the extent appointed thereto) in such a
manner as is consistent with such director’s fiduciary duties under Applicable Law or (iii) any
Asian PCB Nominee to initiate, make or propose any matter to the board of the applicable Asian PCB
Entity, or to vote or abstain from voting on any such matter, in each case solely in his or her
capacity as a director of the applicable Asian PCB Entity, or to participate in deliberations of
the board of such applicable Asian PCB Entity (or in any such case, any committee thereof to the
extent appointed thereto) in such a manner as is consistent with such director’s fiduciary duties
under Applicable Law.



     (c) Nothing in this Section 2.2 shall limit the ability of the Principal Shareholders and
their respective Affiliates to Transfer Capital Stock of the Company Beneficially Owned by such
Principal Shareholders or their respective Affiliates in accordance with and pursuant to a Third
Party Tender Offer or participate in any Business Combination; provided that (i) such Third
Party Tender Offer or such Business Combination (as the case may be) has been approved or
recommended by a majority of the Directors and (ii) such Transfer of Capital Stock of the Company
is made in accordance with and pursuant to such Third Party Tender Offer or such Business
Combination (as the case may be).



     (d) Each Principal Shareholder agrees that he or it shall be jointly and severally liable for
any breach of this Agreement by any of his or its controlled Affiliates.



     (e) Each Principal Shareholder and Tang Sibling undertakes that, without limiting the express
language of any provision of this Agreement, he, she or it will not at any time enter into any
plan, scheme, contract, agreement or other arrangement for the purpose of evading the restrictions
and prohibitions to which he, she or it and their Affiliates are subject in this Agreement.



     Section 2.3. Special Security Agreement.



     (a) Except as expressly provided in the last sentence of this Section 2.3(a), for as long as
the Parties are subject to the Special Security Agreement, the Principal Shareholders and the Tang
Siblings (i) shall not directly, or indirectly through one or more intermediaries or otherwise,
vote in the election of any Outside Director or seek to vote to remove any Outside Director and
(ii) shall cause each of their respective Affiliates not to directly, or indirectly through one or
more intermediaries or otherwise, vote in the election of any Outside Director or



13









 




seek to remove any Outside Director. In the case of non-plurality voting in the election of
the Outside Directors, the Principal Shareholders shall, and shall cause each of their respective
Affiliates to, vote or, to the extent applicable, act, by written consent with respect of all of
the Voting Securities Beneficially Owned by them in direct proportion to the votes cast or written
consents delivered by all other holders of Voting Securities with respect to each such Outside
Director.




     (b) The obligations of the Principal Shareholders and the Tang Siblings under this Section 2.3
shall terminate upon the termination of the Special Security Agreement.



ARTICLE III

TRANSFER RESTRICTIONS




     Section 3.1. General Transfer Restrictions. The right of the Principal Shareholders and their respective Affiliates to Transfer any
Capital Stock of the Company Beneficially Owned by them is subject to the restrictions set forth in
this Article III. No Transfer by the Principal Shareholders or any of their respective Affiliates
of any Capital Stock of the Company Beneficially Owned by them shall be effected except in
compliance with this Article III. Any attempted Transfer in violation of this Agreement shall be of
no effect and shall be null and void, regardless of whether the purported Transferee has any actual
or constructive knowledge of the Transfer restrictions set forth in this Agreement, and such
purported Transfer shall not be recorded on the stock transfer books of the Company.



     Section 3.2. Specific Restrictions on Transfer.



     (a) During the Lock-Up Period, the Principal Shareholders shall not, and shall not permit any
of their respective Affiliates to, Transfer any Capital Stock of the Company Beneficially Owned by
them; provided, that the foregoing restriction shall not be applicable to Transfers:



          (i) to one or more Principal Shareholders or their respective Affiliates;




          (ii) pursuant to transactions expressly permitted by Section 2.2(c) hereof;




          (iii) to the Company or any of its Subsidiaries, including pursuant to any open market share
repurchase program or an issuer self-tender offer or any other transaction pursuant to which any
Capital Stock of the Company is Acquired by the Company or any of its Subsidiaries or any plan or
trust or similar Buyer Benefit and Compensation Arrangement in respect of which voting is
controlled by the Company or any of its Subsidiaries; or




          (iv) pursuant to transactions approved in advance by the Board.




     (b) From and after the expiration of the Lock-Up Period, the Principal Shareholders and their
respective Affiliates shall be permitted to Transfer any Capital Stock of the Company Beneficially
Owned by them (i) to any Person, or Persons acting in a Group (whose members do not include any
Principal Shareholders or any of their respective Affiliates),



14









 




who after consummation of such Transfer, to the actual knowledge of the Principal
Shareholders, would not have Beneficial Ownership in the aggregate of more than 9.9% of the
outstanding shares of Company Common Stock, provided that such Transfer(s) shall be made in
compliance with Applicable Law, or (ii) pursuant to transactions set forth in Section 3.2(a)(i)
through (iv).




     (c) The Principal Shareholders shall not, and shall not permit any of their respective
Affiliates to, Transfer any Capital Stock of the Company Beneficially Owned by them if, as a result
of such Transfer, the Company would no longer be in compliance with clause 23.16(c) of the Credit
Agreement (it being hereby acknowledged and agreed that the reference to clause 23.16(c) is
intended to refer to the covenant contained therein relating to minimum Beneficial Ownership by the
Principal Shareholders and their respective Affiliates as existing on the Effective Date);
provided, that the restriction in this Section 3.2(c) shall no longer apply on the earliest
to occur of (i) the date on which the outstanding loan under the Credit Agreement is repaid in
full, discharged, satisfied or refinanced, (ii) upon the expiration of the Credit Agreement or
(iii) the Final Maturity Date (as defined in the Credit Agreement).



     (d) During the Lock-Up Period, the Principal Shareholders shall not, and shall not permit any
of their respective Affiliates to, directly or indirectly, loan or permit to be loaned any Capital
Stock of the Company Beneficially Owned by them or any voting rights therein (other than proxies,
powers of attorney and appointment of corporate representatives enabling any of them to vote on
matters on which they are permitted to vote hereunder).



     (e) The Principal Shareholders shall not, and shall not permit any of their respective
Affiliates to, directly or indirectly, effect any Transfer of economic rights in any Voting
Securities Beneficially Owned by them without also Transferring in the same transaction to the same
Person the voting rights associated with such Voting Securities or effect any Transfer of voting
rights in any Voting Securities Beneficially Owned by them without also Transferring in the same
transaction to the same Person the economic rights associated with Voting Securities.



     (f) Notwithstanding anything to the contrary in Section 3.2, the Principal Shareholders shall
be permitted to Transfer any Voting Securities Beneficially Owned by them into a trust where the
beneficiaries consist solely of the Principal Shareholders, any of their respective Affiliates,
and/or any family members and/or lineal descendants of the Principal Shareholders and/or any of
their respective Affiliates and/or for charitable purposes, and to the estate of a Principal
Shareholder upon the death of such Principal Shareholder, provided that the executor of the estate
of such Principal Shareholder as a Transferee executes a counterpart signature page to this
Agreement stating that with respect to such estate, it agrees to be bound by all of the obligations
of a Principal Shareholder under this Agreement.



     (g) (A) Prior to the Transfer of any Voting Securities to any Principal Shareholder or
Affiliate of a Principal Shareholder to the extent permitted by this Agreement, or to any trust or
estate to the extent permitted by Section 3.2(f), such Transferee (which, in the case of a trust,
shall mean the trustee of such trust in such capacity and in the case of an estate of a Principal
Shareholder, shall mean the executor of such estate) shall, and the Principal Shareholder effecting
such Transfer shall cause such Transferee to; and (B) each Principal Shareholder shall cause each
Affiliate of such Principal Shareholder that Acquires shares of Company Common Stock pursuant to
Section 2.1(f)(ii), prior to such Acquisition, to; and (C)



15









 




each Tang Sibling that Acquires shares of Company Common Stock pursuant to 2.1(g)(iii), shall,
prior to such Acquisition, (i) execute a counterpart signature page to this Agreement stating that
with respect to such Transferee, Affiliate or Tang Sibling (as applicable), it agrees to be bound
by all of the obligations of a Principal Shareholder under this Agreement, and (ii) such
Transferee, Affiliate or Tang Sibling (as applicable) shall, and (in the case of clause (A) above,
the Principal Shareholder effecting such Transfer shall cause such Transferee to), represent and
warrant to the Company that (i) such Transferee, Affiliate or Tang Sibling (as applicable) has the
requisite capacity and authority to execute the aforesaid counterpart signature page and thereby
become legally bound by the terms of this Agreement, (ii) the restrictions and limitations in this
Agreement thereby are enforceable against such Transferee, Affiliate or Tang Sibling (as
applicable) (except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally or by
general equitable principles), (iii) such Transferee, Affiliate or Tang Sibling (as applicable) is
not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts
with any provision of this Agreement and (iv) if such Transferee or Affiliate is not a natural
Person, that the execution, delivery and performance by such Transferee or Affiliate of its
respective obligations under this Agreement do not conflict with or violate any provision of the
Organizational Documents of such Transferee or Affiliate.




     (h) The Company shall make a notation on its records or give instructions to any transfer
agents or registrars for the Capital Stock of the Company in order to implement the restrictions on
Transfer set forth in this Agreement and shall ensure such notation is amended or removed to
reflect, at any time, the restrictions as applicable at such time.



     Section 3.3. Other Capital Stock. In the event the Company declares a dividend or other distribution payable in Capital Stock
of the Company, any Transfer of such Capital Stock Beneficially Owned by any Principal Shareholder
or any of its Affiliates shall be governed by this Article III.



     Section 3.4. Distribution of Company Common Stock. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall:




     (a) restrict or prevent Seller Parent, during the Closing Period or at any time thereafter,
from distributing or otherwise Transferring by way of dividend or other distribution (i) any Equity
Consideration (including, if applicable, any Post-Closing Dividends) to any holder of Seller Parent
Shares; and (ii) pursuant to a transaction contemplated by the Sell-Down Registration Rights
Agreement;



     (b) require any Principal Shareholder to comply with Section 3.2 with respect to the Transfer
by Seller Parent of the Equity Consideration (including, if applicable, any Post-Closing
Dividends), by way of (i) dividend or other distribution of any Company Common Stock to its
shareholders, including the Transfer of Company Common Stock to SSL, with Mr. Tang (in his personal
capacity and his capacity as the trustee of the Tang Family Trust) and TMIL directing the Company
Common Stock entitled to be received by them from such distribution to be issued and registered in
the name of SSL and (ii) subject to the election of each shareholder of Seller Parent, the sale of
the remaining portion of the Equity Consideration (including, if applicable, any Post-Closing
Dividends) in accordance with the plan of distribution set forth as



16









 




an exhibit to the Sell-Down Registration Rights Agreement and the distribution of the net cash
proceeds thereof to the shareholders of Seller Parent on the record date for such dividend or other
distribution; and




     (c) cause any Principal Shareholder or its Affiliates to be in breach of this Agreement merely
by effecting the transactions described and contemplated under the Circular of Seller Parent to be
distributed to the shareholders of Seller Parent in accordance with the listing rules of The Stock
Exchange of Hong Kong Limited, including the transactions described therein.



     Notwithstanding anything to the contrary set forth herein, no voting restrictions contained in
this Agreement (including Section 2.2 and Section 4.5) shall apply to shares of the Company Common
Stock that are distributed to shareholders of Seller Parent who are not Principal Shareholders or
their respective Affiliates, unless and until such shares of Company Common Stock are acquired by
the Principal Shareholders or any of their respective Affiliates.



ARTICLE IV

CORPORATE GOVERNANCE




     Section 4.1. Company Board Representation.



     (a) On the Closing Date, the Board shall increase the total number of Directors constituting
the Board and enlarge by one Director the class of Directors whose terms expire in 2010, and shall
promptly elect Mr. Tang Chung Yen, Tom (such individual and any replacement or substitute
individual that may be nominated by the Principal Shareholders pursuant to this Section 4.1, the
“Shareholder Nominee”) as a Director to fill the vacancy created by such increase. To the
extent nominations are to be made or instructions are to be provided by the Principal Shareholders
under this Agreement, the Principal Shareholders agree to provide such nominations or instructions
jointly. In addition to the foregoing, the Board shall also increase the total number of Directors
by such number as required under the Special Security Agreement, with such additional vacancies
reserved for the Outside Directors to be selected in accordance with and pursuant to the terms of
the Special Security Agreement; provided, however, that upon the time that the Special Security
Agreement is terminated or is no longer in effect, the Board shall decrease the total number of
Directors by the same number and remove the Outside Directors from the Board.



     (b) During the Effective Period, the Principal Shareholders shall have the right to nominate
one Shareholder Nominee, unless one Shareholder Nominee is then serving in a class of Directors
whose term is not expiring at the upcoming annual meeting of shareholders, and the Board shall
elect such Shareholder Nominee as a Director (to the extent that no Shareholder Nominee is then
serving as a Director) until the next annual meeting of shareholders, and shall nominate and
recommend to the Company’s shareholders such Shareholder Nominee for election as a Director of the
Company at such next annual meeting of shareholders.



     (c) Each Shareholder Nominee nominated pursuant to this Section 4.1 must at all times be
reasonably acceptable to the Nominating and Governance Committee of the Board in



17









 




accordance with the Company’s director-nominee criteria and qualifications specified in its
Nominating Committee Charter, the Certificate of Incorporation, the Bylaws, and the Company’s
corporate governance policies and procedures (to the same extent such requirements are applicable
to all Directors). The approval of the Nominating and Governance Committee of the Board shall not
be unreasonably withheld or delayed, and the Nominating and Governance Committee of the Board shall
at all times exercise its approval rights equitably among all Board nominees and in the best
interests of the Company and in accordance with its members’ fiduciary duties as Directors. It is
acknowledged and agreed that Mr. Tang Chung Yen, Tom, has been determined to be acceptable to the
Nominating and Governance Committee of the Board.




     (d) During the Effective Period, with respect to each Shareholder Nominee nominated for
election at any meeting of the Company’s shareholders at which Directors are to be elected who
satisfies the requirements set forth in Section 4.1(c), the Company will use its commercially
reasonable efforts to cause the election of such Shareholder Nominee as a Director of the
Company by including his or her name in any proxy materials prepared by or on behalf of the Company
and recommending that the shareholders of the Company vote to elect such Shareholder Nominee as a
Director of the Company. The Company acknowledges and agrees that it will use, at a minimum, such
efforts to the same extent and degree as the efforts the Company uses to nominate and recommend for
election other Board nominees as Directors; provided, however, nothing in this Section
4.1(d) shall require the Company to adjourn or postpone any meeting of shareholders at which
Directors are to be elected or take extraordinary solicitation or recommendation efforts if such
actions are not similarly taken with regard to the other Board nominees for election to the Board,
including that the Company will not be obligated to pay any costs associated with such
extraordinary efforts (other than any costs the Company pays with respect to other Board nominees)
with regard to the election of such Shareholder Nominee as a Director.



     (e) During the Effective Period the Principal Shareholders shall have the right, upon written
notice delivered to the Company, to request that the Nominating and Governance Committee of the
Board refrain from nominating the Shareholder Nominee for election as a Director at the next
meeting of the shareholders of the Company at which the Directors in the class of Directors in
which the Shareholder Nominee currently sits are to be elected. Upon the receipt of such notice,
the Nominating and Governance Committee of the Board shall refrain from nominating such
Shareholder Nominee for election as a Director at such meeting, and Principal Shareholders shall
have the right to nominate a replacement Shareholder Nominee for election at such meeting, in
accordance with and subject to the provisions of Section 4.1(h).



     (f) Any Shareholder Nominee elected by the shareholders of the Company or the Board shall
execute and deliver, and Mr. Tang and/or the Principal Shareholders (as the case may be) shall
obtain from such Shareholder Nominee, an irrevocable written resignation from the Board binding in
accordance with Section 141(b) of the DGCL and the Bylaws, conditioned and effective immediately
upon the Principal Shareholders and their respective Affiliates ceasing to Beneficially Own shares
of Company Common Stock representing at least 9.9% of the Total Voting Power.



18









 





     (g) From and after the Closing Date, if at any time the Principal Shareholders and their
respective Affiliates do not Beneficially Own shares of Company Common Stock representing at least
9.9% of the Total Voting Power, and the Shareholder Nominee shall not have otherwise resigned in
accordance with Section 4.1(f), then Mr. Tang and the Principal Shareholders shall use commercially
reasonable efforts to cause the Shareholder Nominee to resign from or vacate the Board. In the
event of a Shareholder Nominee resignation pursuant to Section 4.1(f) or this Section 4.1(g), the
resulting vacancy shall be filled by a Director recommended by the Nominating and Governance
Committee of the Board in accordance with the Company’s director-nominee criteria and
qualifications specified in its Nominating Committee Charter, the Certificate of Incorporation, the
Bylaws, and the Company’s corporate governance policies and procedures.



     (h) During the Effective Period, upon the death, resignation, retirement or removal from
office of any Shareholder Nominee, or the failure of the Nominating and Governance Committee of the
Board to nominate any Shareholder Nominee for election as a Director at any meeting of shareholders
of the Company at which Directors are to be elected (including pursuant to a request by the
Principal Shareholders pursuant to Section 4.1(e)), then (i) the Board shall not reduce the number
of Company directorships to eliminate the vacancy created thereby, (ii) the Principal Shareholders
shall have the right to nominate a replacement Shareholder Nominee (who must satisfy the
requirements set forth in Section 4.1(c)), and (iii) (A) if such vacancy was caused by the death,
resignation, retirement or removal from office of such Shareholder Nominee prior to the expiration
of his or her term as a Director, the Board shall take such actions necessary to promptly elect
such replacement Shareholder Nominee as a Director to fill such vacancy or (B) if such vacancy was
caused by the failure of the Nominating and Governance Committee of the Board to nominate such
Shareholder Nominee for election as a Director at any meeting of shareholders at which such
Shareholder Nominee’s term as a Director is set to expire (including pursuant to a request by the
Principal Shareholders pursuant to Section 4.1(e)), the Company will use its commercially
reasonable efforts to cause the election of such replacement Shareholder Nominee as a Director of
the Company in accordance with Section 4.1(d).



     (i) Without limiting any of the other provisions of Section 4.1, during the Effective Period,
the Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee, for
a Shareholder Nominee nominated and elected in accordance with this Section 4.1 at the expiration
or termination of such Shareholder Nominee’s term. Each such replacement Shareholder Nominee being
nominated must satisfy the requirements set forth in Section 4.1(c), and the Company will use its
commercially reasonable efforts to cause the election of such replacement Shareholder Nominee as a
Director of the Company in accordance with Section 4.1(d).



     (j) Without limiting any of the other provisions of Section 4.1, during the Effective Period,
in the event any Shareholder Nominee is required to submit his or her resignation to the Chairman
of the Board for consideration by the Nominating and Governance Committee of the Board, or any
notice of resignation previously submitted to the Board by such Shareholder Nominee becomes
effective, in either case as a result of failing to obtain the requisite Company shareholder votes
for election as Director pursuant to any provision of the Certificate of Incorporation or Bylaws or
pursuant to any Applicable Law, in each case



19









 




concerning non-plurality voting in the election of Directors, and, if required pursuant to
such Certificate of Incorporation or Bylaw provision or Applicable Law, the Nominating and
Governance Committee of the Board makes a recommendation to the Board concerning the acceptance or
rejection of such resignation and the Board decides to accept such Shareholder Nominee’s
resignation, then (i) the Board shall not reduce the number of Company directorships to eliminate
the vacancy created thereby, (ii) the Principal Shareholders shall have the right to nominate a
replacement Shareholder Nominee (who must satisfy the requirements set forth in Section 4.1(c)),
and (iii) the Board shall take such actions necessary to elect such replacement Shareholder Nominee
as a Director to fill such vacancy.




     (k) The Company shall enter into indemnification agreements and maintain Directors and
Officers liability insurance for the benefit of each Shareholder Nominee elected to the Board with
respect to all periods during which such Shareholder Nominee is a Director, on terms, conditions
and amounts as is reasonably prudent and customary for directors and officers of Delaware
corporations listed on the Nasdaq Global Market and the business in which the Company and its
Subsidiaries are engaged, and on the same terms and conditions as such indemnification and
insurance is provided to the other members of the Board, and shall use commercially reasonable
efforts to cause such indemnification and insurance to be maintained in full force and effect. The
Company shall provide such Shareholder Nominee with all benefits (including all fees and
entitlements) on substantially the same terms and conditions as are provided to other members of
the Board performing similar roles.



     Section 4.2. Company Board Committee Representation. From and after the Closing Date, membership on any committee of the Board (including,
without limitation, the Nominating and Governance Committee of the Board, Audit Committee and
Compensation Committee) shall be as determined by the Board (or as otherwise specified in the
charter for such committee), and, to the extent applicable, subject to the requirements of the
Special Security Agreement.



     Section 4.3. Board Representation of Asian Holdco and Asian PCB Entities; Governance.



     (a) The parties hereby agree that during the Effective Period, a majority of the directors
constituting the board of directors of Asian Holdco shall be nominees of the Principal
Shareholders, and all of the other directors constituting such boards shall be nominated by the
Nominating and Governance Committee of the Board. In furtherance thereof, on the Closing Date, the
parties hereto shall take all action necessary to (i) either increase the total number of directors
constituting the board of directors of Asian Holdco or cause the removal or resignation of
directors thereon so that upon such increase and such removals and resignations, as applicable,
each of such boards shall consist of a total of five directors, (ii) elect three nominees of the
Principal Shareholders to serve as directors on such board (each a “Shareholder Asian Holdco
Nominee” and, collectively, the “Shareholder Asian Holdco Nominees”) and (iii) elect
two nominees of the Nominating and Governance Committee of the Board to serve as directors on such
board (each a “Board Asian Holdco Nominee” and, collectively, the “Board Asian Holdco
Nominees”). The Principal Shareholders shall have the right, upon written notice to delivered
to the Company, to request that any Shareholder Asian Holdco Nominee be removed as a director



20









 




of Asian Holdco. Upon the receipt of such notice, the Company shall cause such Shareholder
Asian Holdco Nominee to be removed as a director of the Asian Holdco.




     (b) The parties hereby agree that during the Effective Period, at least a majority of the
directors constituting the board of directors of the Asian PCB Entities shall be nominees of the
Principal Shareholders. In furtherance thereof, on the Closing Date, the parties hereto shall use
commercially reasonable efforts to, to the extent permitted by Applicable Law and the
organizational documents of the applicable Asian PCB Entity, (i) increase the total number of
directors constituting the board of directors of the Asian PCB Entities or cause the removal or
resignation of directors thereon and (ii) elect (or cause to be elected) the nominees of the
Principal Shareholders to serve as directors on such board, which nominees shall constitute at
least a majority of the directors on such board (each a “Asian PCB Nominee” and,
collectively, the “Asian PCB Nominees”). The Principal Shareholders shall have the right,
upon written notice delivered to the Company, to request that any Asian PCB Nominee be removed as a
director of the applicable Asian PCB Entity. Upon the receipt of such notice, the Company shall
cause such Asian PCB Nominee to be removed as a director of the applicable Asian PCB Entity.



     (c) During the Effective Period, upon the death, resignation, retirement or removal from
office of any Shareholder Asian Holdco Nominee or Asian PCB Nominee, the Principal Shareholders
shall be entitled promptly to nominate a replacement Shareholder Asian Holdco Nominee or Asian PCB
Nominee, as applicable, who meets the qualifications of a director of Asian Holdco or the
applicable Asian PCB Entity, and the parties shall to the fullest extent permitted by Applicable
Law, take all action necessary to cause the election of such replacement Shareholder Asian Holdco
Nominee or Asian PCB Nominee as a director of Asian Holdco or the applicable Asian PCB Entity.



     (d) From and after the Closing Date, upon the death, resignation, retirement or other removal
from office of any Board Asian Holdco Nominee, the Nominating and Governance Committee of the Board
shall be entitled promptly to nominate a replacement Board Asian Holdco Nominee who meets the
qualifications of a director of Asian Holdco, and the parties shall use their respective
commercially reasonable efforts to elect or cause the election of such replacement Board Asian
Holdco Nominee as a director of Asian Holdco, to the extent permitted by and subject to the
requirements under Applicable Law.



     (e) All Shareholder Asian Holdco Nominees and Asian PCB Nominees elected pursuant to this
Section 4.3 shall execute and deliver, and a Principal Shareholder shall obtain from all such
Shareholder Asian Holdco Nominees and Asian PCB Nominees, an irrevocable written resignation from
the board of directors of Asian Holdco and the Asian PCB Entities, as applicable, conditioned and
effective immediately upon the Principal Shareholders and their respective Affiliates ceasing to
Beneficially Own shares of Company Common Stock representing at least 9.9% of the Total Voting
Power.



     (f) From and after the Closing Date, if at any time the Principal Shareholders and their
respective Affiliates do not Beneficially Own shares of Company Common Stock representing at least
9.9% of the Total Voting Power, and any Shareholder Asian Holdco Nominee or Asian PCB Nominee shall
not have otherwise resigned in accordance with Section 4.3(e), then the Principal
Shareholders shall use commercially reasonable efforts to cause



21









 



all of such Shareholder Asian Holdco Nominees and Asian PCB Nominees to resign and vacate the board
of each of Asian Holdco and the applicable Asian PCB Entities. In the event of a resignation of a
Shareholder Asian Holdco Nominee or Asian PCB Nominee pursuant to this Section 4.3(f), the
resulting vacancies shall be filled by a director recommended by the Nominating and Governance
Committee of the Board.




     (g) The parties hereto acknowledge and agree that from and after the Closing Date, none of the
Subsidiaries of Asian Holdco or Asian PCB Entities shall enter into or effectuate any of the
following actions without the prior approval of the Board at a meeting with respect to which such
transaction was specifically described in a written notice of meeting duly provided to the
Directors in accordance with the Certificate of Incorporation and the Bylaws, as applicable, and
Applicable Law:



          (i) the annual budget and business plans, including annual capital expenditures and
compensation programs, including, without limitation, base salary and incentive compensation levels
for any key employee of any Asian PCB Entity, Asian Holdco or Subsidiary of Asian Holdco, in each
case who is required to report directly to the chief executive officer of Asian Holdco or the chief
executive officer of the Company (collectively, the “Key Employees”);




          (ii) the hiring, promotion and termination of employment of any Key Employees;




          (iii) any merger, consolidation, reorganization, recapitalization or restructuring or similar
business combination involving any Asian PCB Entity or Subsidiary of Asian Holdco;




          (iv) any sale of assets by any Asian PCB Entity, Asian Holdco or Subsidiary of Asian Holdco,
in one or a series of related transactions in any twelve-month period, in any such case of an
aggregate value of over $30,000,000, excluding sales (including sales of inventory) in the ordinary
course of business of such Asian PCB Entity, Asian Holdco or Subsidiary of Asian Holdco;




          (v) any strategic alliance, joint venture or other similar transaction involving any Asian PCB
Entity or Subsidiary of Buyer, other than transactions in the ordinary course of business of such
entity, as applicable;




          (vi) the pursuit by any Asian PCB Entity, Asian Holdco or Subsidiary of Asian Holdco of a line
of business that is materially different from the lines of business of such entity is engaged in
immediately prior to the Closing Date;




          (vii) any material restatement, modification or amendment of the Organizational Documents of
Asian Holdco;




          (viii) any financing transactions (whether debt or equity) of a value over $30,000,000
involving any Asian PCB Entity, Asian Holdco or Subsidiary of Asian Holdco, any incurrence,
assumption or guarantee, or any cancellation of any indebtedness of a value over






22









 







$30,000,000 of any Asian PCB Entity, Asian Holdco or Subsidiary of Asian Holdco, or the
declaration of any dividends or other distributions in respect of the Capital Stock of any Asian
PCB Entity, Asian Holdco or Subsidiary of Asian Holdco (other than to the Company or any of its
Subsidiaries);




          (ix) prior to taking any action, or omitting to take any action, to the extent that such
action or omission would not comply with legal or financial reporting requirements applicable to
any Asian PCB Entity, Asian Holdco, or any Subsidiary of Asian Holdco, in each case under material
Applicable Law, provided that without limiting the generality of the foregoing, the following shall
be deemed to be material Applicable Law: reporting requirements under the Securities Act and the
Exchange Act, and reporting requirements under applicable rules and regulations of the United
States Department of Defense, the Sarbanes-Oxley Act of 2002 and any national securities exchange
on which the Company Common Stock is then listed for trading or quoted;




          (x) any filing by any Asian PCB Entity, Asian Holdco or Subsidiary of Buyer of a voluntary
petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its
debts under any insolvency law, or the filing an answer consenting to or acquiescing in any such
petition, or the making of any general assignment for the benefit of its creditors of all or
substantially all of such entity’s assets;




          (xi) any (i) payment, discharge, settlement or satisfaction of any claims, actions,
litigations, arbitrations, disputes or other proceedings (absolute, accrued, asserted, contingent
or otherwise) involving any Asian PCB Entity, Asian Holdco or Subsidiary of Asian Holdco, in each
case in an amount over $5,000,000, or (ii) the commencement of any claims, actions, litigations,
arbitrations, disputes or other proceedings by any Asian PCB Entity or Subsidiary of Asian Holdco
where the amount in dispute is over $5,000,000, in each case excluding actions taken in the
ordinary course of business; and




          (xii) any material changes relating to any taxes, tax returns or method of accounting or
accounting practices or tax accounting of any Asian PCB Entity or Subsidiary of Buyer.




     (h) The parties shall use their respective commercially reasonable efforts to obtain, within
10 days hereof, from financially sound and reputable insurers, Directors and Officers liability
insurance on, and shall cause Asian Holdco or the applicable Asian PCB Entity to enter into
indemnification agreements with, each of the Shareholder Asian Holdco Nominees, the Board Asian
Holdco Nominees and the Asian PCB Nominees, in each case with respect to all periods during which
such person is a director of Asian Holdco or the applicable Asian PCB Entity, on terms, conditions
and amounts as is reasonably prudent and customary for directors and officers of Subsidiaries of
Delaware corporations listed on the Nasdaq Global Market and the businesses in which Asian Holdco,
the Asian PCB Entities and other Subsidiaries of Asian Holdco are engaged, and on the same terms
and conditions as such indemnification and insurance is provided to the other members of the
respective boards, and shall use their commercially reasonable efforts to cause such
indemnification and insurance policies to be maintained. Asian Holdco and the Asian PCB Entities
shall provide the Shareholder Asian Holdco Nominees, the Board Asian Holdco Nominees and the Asian
PCB Nominees with all



23









 




benefits (including all fees and entitlement) as are provided to other members of the
respective board performing similar roles.




     Section 4.4. Vote Required for Board Action; Board Quorum. Any determination or other action of or by the Board (other than action by unanimous written
consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which
a quorum is present, of a majority of Directors present at such meeting. A quorum for any meeting
of the Board shall require the presence of a majority of the total number of Directors then in
office (including the presence of at least one Outside Director).



     Section 4.5. Voting Arrangements.



     (a) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), during
the Effective Period, the Principal Shareholders shall vote or act by written consent with respect
to all Voting Securities Beneficially Owned by them against the approval or adoption of all
proposals and matters (including, without limitation, all Prohibited Actions) that would, if
approved or adopted, have the effect of circumventing or rendering ineffective any provision of
this Agreement, except as otherwise expressly provided in this Section 4.5.



     (b) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), during
the Effective Period, at all times when any provision of the Certificate of Incorporation or Bylaws
or any provision of Applicable Law, in each case concerning non-plurality voting in the election of
Directors, and any related director resignation policies or procedures are applicable to the
Company, with respect to each election of Directors (except for the election of the Shareholder
Nominee as a Director), the Principal Shareholders shall, and shall cause each of their respective
Affiliates to, vote or, to the extent applicable, act, by written consent with respect to all of
the Voting Securities Beneficially Owned by them in direct proportion to the votes cast or written
consents delivered by all other holders of Voting Securities who are not Affiliates of the Company
with respect to each of the Director nominees recommended by the Nominating and Governance
Committee of the Board and nominated by the Board.



     (c) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), during
the Effective Period, with respect to each of the matters set forth below that is submitted to the
shareholders of the Company for approval or adoption under Applicable Law and/or the Company’s
Certificate of Incorporation and Bylaws, (x) the Principal Shareholders and their respective
Affiliates may vote or act by written consent with respect to all of the Voting Securities
Beneficially Owned by them up to the Maximum Unrestricted Voting Percentage in their sole
discretion “for” or “against” or “abstaining” from the resolution on such matters and (y) the
Principal Shareholders shall, and shall cause each of their respective Affiliates to vote or, to
the extent applicable, act, by written consent with respect to all of the Voting Securities
Beneficially Owned by them in excess of the Maximum Unrestricted Voting Percentage only in direct
proportion to the votes cast or written consents delivered by all other holders of Voting
Securities who are not Affiliates of the Company on such matter:



          (i) any Business Combination that has been approved or recommended by a majority of the Board;







24









 








          (ii) any transaction or approval brought before the holders of Company Common Stock which
would involve the Company changing the nature of its business as conducted on the date hereof;




          (iii) any increase in the number of shares of Capital Stock of the Company authorized in the
Certificate of Incorporation, or the creation of any new class or series of Capital Stock of the
Company which increase or creation requires the approval or adoption of the shareholders of the
Company under Applicable Law or the Certificate of Incorporation or Bylaws, in any such case to the
extent such increase or creation is in connection with any Business Combination or anti-takeover
matter approved by a majority of the Board;




          (iv) any issuance of equity securities of the Company in one transaction or a series of
related transactions that requires the approval of the shareholders of the Company under Applicable
Law and/or the Certificate of Incorporation or Bylaws, to the extent such issuance is in connection
with any Business Combination, or anti-takeover matter approved by a majority of the Board; and




          (v) any amendment of the Company’s Certificate of Incorporation or Bylaws relating to any of
the matters referred to on Schedule 2.2(a)(ii) hereto that is either proposed or
recommended and approved by the Board.




     (d) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), the
Principal Shareholders and their Affiliates may vote, act by written consent, initiate, make,
propose or participate in any manner any “solicitation” of “proxies” (as such terms are defined or
used in Regulation 14A under the Exchange Act) or consents or authorizations with respect to any
Voting Securities, whether subject to or exempt from Regulation 14A under the Exchange Act, or
advise, encourage or influence any Person with respect to the voting of any Voting Securities, in
each case with respect to the matters relating to the rights of the Principal Shareholders set
forth in this Article IV, including (i) the election of the Shareholder Nominee as a Director or
the removal of the Shareholder Nominee from the Board and (ii) any amendment of the Company’s
Certificate of Incorporation or Bylaws that would, if approved or adopted, have the effect of
circumventing or rendering ineffective any rights of the Principal Shareholders under this
Agreement (it being acknowledged and agreed that the mere proposed adoption or repeal by the
Directors of any of the Certificate of Incorporation or Bylaw provisions set forth on Schedule
2.2(a)(ii) hereto or the incurrence of any debt or the creation or authorization of any class
or series of Capital Stock of the Company, in and of itself, shall not be deemed to have the effect
of circumventing or rendering ineffective any rights of the Principal Shareholders under this
Agreement).



     (e) Subject to the prohibitions set forth in Section 2.2, Section 2.3 and this Section 4.5,
the Principal Shareholders may at their option, vote or act by written consent with respect to all
of the shares of Voting Securities Beneficially Owned by them in their sole discretion with respect
to all other matters.



     (f) During the Effective Period, other than with respect to any Prohibited Actions, or any
other proposal or matter that would, if approved or adopted, have the effect of circumventing or
rendering ineffective any provision of this Agreement, the Principal



25









 




Shareholders shall be present in person or represented by proxy or corporate representative at
all annual and special meetings of shareholders of the Company to the extent necessary so that all
Voting Securities Beneficially Owned by them shall be counted as present for the purpose of
determining the presence of a quorum at such meeting and to vote such shares to the extent required
in accordance with this Section 4.5.




     (g) During the Effective Period, the Board shall not, and shall not recommend or propose to
the shareholders of the Company to, approve or adopt any amendment of the Company’s Certificate of
Incorporation or Bylaws, or take any other actions that would, if approved or adopted, have the
effect of circumventing or rendering ineffective any rights of the Principal Shareholders under
this Agreement (it being hereby acknowledged and agreed that the proposed adoption or repeal by the
Directors of any of the Certificate of Incorporation or Bylaw provisions set forth on Schedule
2.2(a)(ii) hereto or the incurrence of any debt or the creation or authorization of any class
or series of Capital Stock of the Company, in and of itself, shall not be deemed to have the effect
of circumventing or rendering ineffective any rights of the Principal Shareholders under this
Agreement).



     (h) Notwithstanding any other provisions in this Agreement, the Principal Shareholders shall
vote all Voting Securities held by them to make any changes as are necessary or desirable to amend
the Certificate of Incorporation and Bylaws of the Company to remove any inconsistency between such
documents and the provisions of this Agreement.



ARTICLE V

MISCELLANEOUS




     Section 5.1. Non-Contravention. Each party represents and warrants that he, she or it has not granted and is not a party to
any proxy, voting trust or other agreement that is inconsistent with or conflicts with any
provision of this Agreement. Each party that is not a natural Person represents and warrants that
the execution, delivery and performance by such party of its respective obligations under this
Agreement do not conflict with or violate any provision of the Organizational Documents of such
party.



     Section 5.2. Non-Compete.



     (a) Subject to Section 5.2(b) and Section 5.4, Mr. Tang, Tang Siblings, Seller, Seller Parent
and other Principal Shareholders agree that for the period commencing on the Closing Date until the
earlier of (i) the fifth anniversary of the Closing Date or (ii) the Principal Shareholders and
their respective Affiliates or any Group containing one or more Principal Shareholders or their
respective Affiliates Beneficially Own shares of Company Common Stock representing less than 9.9%
of the Total Voting Power for a period of twelve months, neither they nor any of their controlled
Affiliates shall, directly or indirectly (other than as a shareholder of the Company and through
designees on the Board or the board of directors of one or more Subsidiaries of the Company or
otherwise for the benefit of the Company and its controlled Affiliates), engage in any Competing
Activity or own any equity interest in any Person that engages in any Competing Activity. For
purposes of this Section 5.2, “Competing Activity” shall mean the business of manufacturing and
distributing printed circuit boards and providing related



26









 




goods and services (including circuit design, quick-turn-around services and drilling and
routing services).




     (b) Notwithstanding anything in this Section 5.2 to the contrary, neither Mr. Tang, Tang
Siblings, Seller, Seller Parent, other Principal Shareholders, nor any of their respective
controlled Affiliates (collectively, the “Seller Party Group”) shall be precluded from,
directly or indirectly:



          (i) owning any equity interest in any Person that engages in a Competing Activity, as a result
of or otherwise in connection with: (x) any acquisition transaction in which any Principal
Shareholder is acquiring, directly or indirectly, one or more businesses engaged in any activity in
addition to a Competing Activity; provided that such Competing Activity by value is less than 25%
of the value of the business or businesses being acquired; or (y) the enforcement of a security
interest held as a result of engaging in an otherwise permissible activity; provided, that the
Seller Party Group shall, as soon as reasonably practicable after acquiring the assets constituting
the Competing Activity or secured by such security interest, and on a basis consistent with
maximizing value in the ordinary course of business, use commercially reasonable efforts to divest
itself of such assets, unless the Seller Party Group would otherwise not be prohibited from holding
such assets pursuant to this Section 5.2;




          (ii) engaging, or owning an interest, in any type of business other than a Competing Activity
that any member of the Seller Party Group is engaged in as of the date of the Stock Purchase
Agreement (regardless of the legal form or Person through which such business may be conducted from
time to time), including, without limitation, the Laminate Business (as defined in the Stock
Purchase Agreement); or




          (iii) without prejudice to and without limiting sub-section (ii) above, owning any Capital
Stock in any Person that engages in a Competing Activity in the ordinary course of business of any
member of the Seller Party Group; provided, that such Capital Stock constitutes less than 5% of the
Capital Stock of such Person, and such Capital Stock is listed on a securities exchange or a stock
exchange in any jurisdiction.




     Section 5.3. Non-Solicitation. Subject to Section 5.4, each of Mr. Tang, Tang Siblings, Seller, Seller Parent and the Principal
Shareholders agrees that, except to the extent as may violate Applicable Law, for the period
commencing on the Closing Date and expiring on the thirty-sixth month anniversary of the Closing
Date, without the prior written consent of the Company, neither it nor any of its Affiliates shall,
directly or indirectly (other than on behalf of the Company or one of its controlled Affiliates),
(i) solicit or recruit for employment or any similar arrangement any management level employee of a
Transferred Entity designated as a manager on the Closing Date (each, a “Manager”), (ii)
hire or assist any other Person in hiring any such Manager or (iii) solicit or encourage any such
Managers to leave such Manager’s employment; provided, however, that this Section 5.3 (x) shall not
apply to Managers who have not been employed by the Company or any of its controlled Affiliates
(including the Transferred Entities) at any time during the sixth month prior to the applicable
inducing, encouraging, soliciting or hiring, (y) shall not apply to Persons whose employment was
terminated by the Company or any of its controlled Affiliates and (z) shall not prohibit general
solicitations for



27









 




employment through advertisements or other means (including the hiring of any Person resulting
therefrom that is not known to be a Manager, to the extent the solicitation is non-targeted).




     Section 5.4. Termination. This Agreement shall terminate and be of no further force or effect (except for Section
2.3, this Section 5.4, Sections 5.15 through 5.18 and the obligations of the parties contained in
Section 5.2 (Non-Compete) and Section 5.3 (Non-Solicitation), which obligations shall survive
subject to the terms set forth therein) (i) upon the unanimous written consent of the parties
hereto, (ii) automatically and without any further action by the parties hereto upon the
dissolution of the Company in accordance with Applicable Law, or (iii) automatically and without
any further action by the parties hereto upon the earlier of (A) the 181st day next
following the time when the Principal Shareholders and their respective Affiliates or any Group
containing one or more Principal Shareholders or their respective Affiliates Beneficially Own
shares of Company Common Stock representing less than 9.9% of the Total Voting Power or (B) the
occurrence of a Change of Control Event (to the extent that CFIUS shall not have objected to or
taken any action to block or enjoin such termination within 30 days following the occurrence of
such Change of Control Event). Notwithstanding anything to the contrary in this Agreement, if this
Agreement is terminated upon the occurrence of a Change of Control Event in accordance with this
Section 5.4, the restrictions on Transfer in Section 3.2(c) shall also survive such termination.
This Agreement shall terminate and be of no further effect with respect to a party (other than Mr.
Tang, the Tang Siblings or the Company) when it ceases to be a Principal Shareholder. Nothing in
this Section 5.4 shall be deemed to release any party from any liability for any fraud or willful
breach of this Agreement occurring prior to the termination hereof or to impair the right of any
party to compel specific performance by any other party of its obligations under this Agreement.



     Section 5.5. Representations of the Company. The Company hereby represents and warrants to the Principal Shareholders and Tang Siblings
that (i) this Agreement has been duly and validly authorized by the Company and all necessary and
appropriate action has been taken by the Company to execute and deliver this Agreement and to
perform its obligations hereunder and (ii) this Agreement has been duly and validly executed and
delivered by the Company and assuming the due authorization and valid execution and delivery by the
other parties hereto, this Agreement is a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally or by general equitable principles.



     Section 5.6. Representations of the Principal Shareholders. Each of the Principal Shareholders hereby represents and warrants to the Company that (i)
this Agreement has been duly and validly authorized by it and all necessary and appropriate action
has been taken by such Principal Shareholder to execute and deliver this Agreement and to perform
its obligations hereunder and (ii) this Agreement has been duly and validly executed and delivered
by such Principal Shareholder and assuming the due authorization and valid execution and delivery
by the other parties hereto, this Agreement is a valid and binding obligation of such Principal
Shareholder, enforceable against such Principal Shareholder in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally or by general equitable
principles.



28









 





     Section 5.7. Representations of Mr. Tang and the Tang Siblings. Each of Mr. Tang and the Tang Siblings hereby represents and warrants to the Company that
(i) he or she has full legal capacity to execute and deliver this Agreement and to perform his or
her obligations hereunder and (ii) assuming the due authorization and valid execution and delivery
by the other parties hereto, this Agreement is a valid and binding obligation of Mr. Tang and such
Tang Sibling, enforceable against him or her in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally or by general equitable principles. If Mr.
Tang or such Tang Sibling is married, and Mr. Tang or such Tang Sibling needs spousal or other
approval for this Agreement to be valid and binding, the execution and delivery of this Agreement
and the performance of his obligations hereunder have been duly authorized by Mr. Tang’s or such
Tang Sibling’s spouse.



     Section 5.8. Ownership Information. For purposes of this Agreement, all determinations of the amount of outstanding Capital
Stock of the Company shall be based on information set forth in the most recent quarterly or annual
report, and any current report subsequent thereto, filed by the Company with the Commission, unless
the Company shall have updated such information by delivery of written notice to Mr. Tang.



     Section 5.9. Savings Clause. No provision of this Agreement shall be construed to require any party or its Affiliates to
take any action that would violate any Applicable Law.



     Section 5.10. Amendment and Waiver. Except as otherwise provided herein, this Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto at the relevant time. No
modification, amendment or waiver of any provision of this Agreement, and no giving of any consent
provided for hereunder, in either case, with respect to the Company shall be effective unless such
modification, amendment, waiver or consent is approved by a majority of the Directors and with
respect to the Principal Shareholders (other than Mr. Tang), unless signed by each Principal
Shareholder which at the relevant time is a party hereto, with respect to Mr. Tang, signed by Mr.
Tang and with respect to a Tang Sibling, signed by such Tang Sibling. The failure of any party to
enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.



     Section 5.11. Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction
to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected
and shall remain in full force and effect.



     Section 5.12. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, the Stock Purchase
Agreement and the other Ancillary Agreements (as defined in the Stock Purchase Agreement), together
with the several agreements and other documents and instruments referred to herein or therein or
annexed hereto or thereto or delivered in connection herewith or therewith, embody the complete
agreement and understanding among the parties hereto with respect to the subject matter hereof and,
except in the case of fraud, supersede



29









 




and preempt any prior understandings, agreements or representations by or among the parties,
written or oral, that may have related to the subject matter hereof in any way.




     Section 5.13. Successors and Assigns. Except as expressly provided in and in accordance with Section 3.2, neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties
hereto, in whole or in part (whether by operation of law or otherwise), without the prior written
consent of the other parties (which, in the case of the Company’s consent, shall require approval
of a majority of the Directors), and any attempt to make any such assignment without such consent
shall be null and void; provided that a Principal Shareholder shall be entitled to assign
or partially assign (for partial Transfers) its rights related to the shares of Company Common
Stock it Transfers to any Affiliate Transferee of such shares of Company Common Stock, in
accordance with Section 3.2. Subject to the foregoing, this Agreement will be binding upon, inure
to the benefit of and be enforceable by, the parties and their respective successors (including any
executor or administrator of a party’s estate) and permitted assigns.



     Section 5.14. Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original
and all of which taken together shall constitute one and the same agreement.



     Section 5.15. Remedies.



     (a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in
the event that each and every one of the covenants or agreements in this Agreement are not
performed in accordance with their terms, and it is therefore agreed that, in addition to, and
without limiting, any other remedy or right it may have, the non-breaching party will have the
right to an injunction, temporary restraining order or other equitable relief in any court of
competent jurisdiction enjoining any such breach and enforcing specifically each and every one of
the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such
relief in the event a court determines that such a breach has occurred, and to waive any
requirement for the securing or posting of any bond in connection with such remedy.



     (b) All rights, powers and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such party.



     Section 5.16. Notices. All notices and other communications hereunder shall be in writing and shall be addressed
as follows (or at such other address for a party as shall be specified by like notice):


If to the Company:




TTM Technologies, Inc.

2630 South Harbor Blvd.

Santa Ana, California 92704

Telephone: (714) 327-3048

Facsimile: (714) 432-7234

Email: kalder@ttmtech.com

Attention: Kent Alder



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



Greenberg Traurig, LLP

2375 East Camelback Road

Suite 700

Phoenix, Arizona 85016

Telephone: (602) 445-8000

Facsimile: (602) 445-8100

E-mail: blaneyb@gtlaw.com

Attention: Brian Blaney, Esq.



and



Greenberg Traurig, LLP

The MetLife Building

200 Park Avenue

New York, New York 10166

Telephone: (212) 801-9200

Facsimile: (212) 801-6400

E-mail: neimethc@gtlaw.com

             marsicoa@gtlaw.com

Attention: Clifford E. Neimeth, Esq.

                    Anthony J. Marsico, Esq.



If to the Mr. Tang and/or the Principal Shareholders:



Mr. Tang Hsiang Chien

Flat B, 6th Floor,

20 Fa Po Street,

Yau Yat Chuen, Kowloon,

Hong Kong

Telecopy: +852-2660-1908

Email: vivien.lee@meadvillegroup.com



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


Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852-3740-4703

Facsimile: +852-3740-4727

E-mail: jonathan.stone@skadden.com

Attention: Jonathan Stone, Esq.




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If to the Tang Siblings:



Mr. Tang Chung Yen, Tom

House 58, Sunderland,

1 Hereford Road,

Kowloon Tong, Kowloon,

Hong Kong

Telecopy: +852-2660-1908

E-mail: tom.tang@meadvillegroup.com



Ms. Tang Ying Ming, Mai

Flat B, 6th Floor, 20 Fa Po Street,

Yau Yat Chuen, Kowloon,

Hong Kong

Telecopy: +852-2660-1908

E-mail: mai.tang@meadvillegroup.com



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



Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852-3740-4703

Facsimile: +852-3740-4727

E-mail: jonathan.stone@skadden.com

Attention: Jonathan Stone, Esq.



All such notices or communications shall be deemed to have been delivered and received: (a) if
delivered in person, on the day of such delivery, (b) if by facsimile, on the day on which such
facsimile was sent; provided, that an appropriate electronic confirmation or answerback is
received, or (c) if by a recognized next day courier service, on the first Business Day following
the date of dispatch. Each notice, written communication, certificate, instrument and other
document required to be delivered under this Agreement shall be in the English language, except to
the extent that such notice, written communication, certificate, instrument and other document is
required by Applicable Law to be in a language other than English.




     Section 5.17. Governing Law. THIS AGREEMENT, THE LEGAL RELATIONSHIP BETWEEN THE PARTIES AND THE ADJUDICATION AND THE
ENFORCEMENT HEREOF AND THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL, SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN



32









 




THAT JURISDICTION, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW RULES AND PRINCIPLES THEREOF.




     Section 5.18. Consent to Jurisdiction.



     (a) Each party to this Agreement, by its execution hereof, hereby:



          (i) irrevocably and unconditionally submits to the exclusive jurisdiction in the Court of
Chancery of the State of Delaware or any federal court of the United States located in the State of
Delaware, for the purpose of any and all actions, suits or proceedings arising in whole or in part
out of, related to, based upon or in connection with this Agreement or the subject matter hereof;




          (ii) waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way
of motion, as a defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that any such action brought in one of the above-named courts should
be dismissed on grounds of forum non conveniens, should be transferred to any court other than one
of the above-named courts, or should be stayed by reason of the pendency of some other proceeding
in any other court other than one of the above-named courts, or that this Agreement or the subject
matter hereof may not be enforced in or by such court, and




          (iii) agrees not to commence any such action other than before one of the above-named courts
nor to make any motion or take any other action seeking or intending to cause the transfer or
removal of any such action to any court other than one of the above-named courts whether on the
grounds of forum non conveniens or otherwise.




     (b) The Principal Shareholders hereby irrevocably and unconditionally designate, appoint, and
empower The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, as their respective designee, appointee and agent to receive, accept and
acknowledge for and on their behalf service of any and all legal process, summons, notices and
documents that may be served in any action, suit or proceeding brought against the Principal
Shareholders in any such United States federal or state court with respect to their obligations,
liabilities or any other matter arising out of or in connection with this Agreement and that may be
made on such designee, appointee and agent in accordance with legal procedures prescribed for such
courts. If for any reason such designee, appointee and agent hereunder shall cease to be available
to act as such, the Principal Shareholders agree to designate a new designee, appointee and agent
in the State of Delaware on the terms and for the purposes of this Section 5.18 reasonably
satisfactory to the Company. The Principal Shareholders further hereby irrevocably consent and
agree to the service of any and all legal process, summons, notices and documents in any such
action, suit or proceeding against the Principal Shareholders by serving a copy thereof upon the
relevant agent for service of process referred to in this Section 5.18 (whether or not the
appointment of such agent shall for any reason prove to be ineffective or such agent shall accept
or acknowledge such service) or by sending copies thereof by a recognized next day courier service
to the Principal Shareholders, as applicable, at their address specified in or designated pursuant
to this Agreement. The Principal Shareholders agree that the failure of any such designee,
appointee and agent to give any notice of such service to



33









 




them shall not impair or affect in any way the validity of such service or any judgment
rendered in any action or proceeding based thereon.




     Section 5.19. Shareholder Capacity. Each Principal Shareholder executes this Agreement solely in its capacity as a shareholder
of the Company, and nothing in this Agreement shall limit or restrict any Principal Shareholder or
any of its Affiliates who is or becomes during the term hereof a member of the Board, or a member
of the board of directors of Asian Holdco or any Asian PCB Entity, from acting, omitting to act or
refraining from taking any action, solely in such Person’s capacity as a member of the Board, or a
member of the board of directors of Asian Holdco or any Asian PCB Entity, in each case, consistent
with his fiduciary duties in such capacity under Applicable Law.



     Section 5.20. Methodology for Calculations. For purposes of calculating the Total Voting Power and the total outstanding Voting
Securities Beneficially Owned by any Person as of any date, any shares of Capital Stock of the
Company, Company Common Stock or Voting Securities (i) held in the Company’s treasury or belonging
to any subsidiaries of the Company which are not entitled to be voted or counted for purposes of
determining the presence of a quorum pursuant to Section 160(c) of the DGCL or (ii) issued pursuant
to a plan or trust or similar Buyer Benefit and Compensation Arrangement in respect of which voting
is controlled by the Company or any of its Subsidiaries, shall be disregarded.



     Section 5.21. Further Assurances.



     (a) Following the Closing Date, upon the reasonable request of any party or parties hereto,
the other parties hereto, as the case may be, agree to promptly execute and deliver such further
instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other
documents as may be requested to effectuate the purposes of this Agreement.



     (b) In the event of any inconsistency between the provisions of this Agreement and the
Certificate of Incorporation and Bylaws of the Company or any Organizational Documents of any of
Asian Holdco, the Asian PCB Entities or Subsidiaries of Asian Holdco, the provisions of this
Agreement shall prevail as between the parties only, who hereby undertake to take such steps as may
be necessary or desirable to amend the Certificate of Incorporation and Bylaws of the Company or
any Organizational Documents of any of Asian Holdco, the Asian PCB Entities or Subsidiaries of
Asian Holdco, as applicable, to remove such conflict to the fullest extent permitted by Applicable
Law.



     (c) Notwithstanding anything to the contrary in this Agreement, for as long as the Parties are
subject to the Special Security Agreement, nothing in this Agreement shall permit or require any of
the Parties to act in a manner which contravenes or violates the Special Security Agreement.



34









 





     IN WITNESS WHEREOF, the parties hereto have executed this Shareholders Agreement as of the
date first written above.



	 	 	 	 	 
	 	TTM TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Kenton K. Alder
 	 
	 	 	Name:  	Kenton K. Alder 	 
	 	 	Title:  	Pres. and CEO 	 
	 
	 	MEADVILLE HOLDINGS LIMITED

 	 
	 	By:  	/s/ Tang Chung Yen, Tom
 	 
	 	 	Name:  	Tang Chung Yen, Tom 	 
	 	 	Title:  	Director 	 
	 
	 	SU SIH (BVI) LIMITED

 	 
	 	By:  	/s/ Tang Ying Ming, Mai
 	 
	 	 	Name:  	Tang Ying Ming, Mai 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	/s/ Tang Hsiang Chien
 	 
	 	TANG HSIANG CHIEN 	 
	 	 	 
	 
	 	 	 
	 	/s/ Tang Chung Yen, Tom
 	 
	 	TANG CHUNG YEN, TOM (solely for the
purposes of 

Sections 2.1(g), 2.2(a),  2.2(e), 2.3, 5.1, 5.2, 5.3, 5.7, 5.10, 5.18 and 5.21) 	 
	 
	 	 	 
	 	/s/ Tang Ying Ming, Mai
 	 
	 	TANG YING MING, MAI (solely for the
purposes of 

Sections 2.1(g), 2.2(a),  2.2(e), 2.3, 5.1, 5.2, 5.3, 5.7, 5.10, 5.18 and 5.21)