SANTA ANA, CA -- The board of TTM Technologies, the top supplier of printed circuit boards to the US Department of Defense, has approved an agreement under which two of its major shareholders would be prohibited from accessing classified military information.

Under the National Industrial Security Program, TTM must take measures to mitigate foreign ownership, control or influence. As part of its merger this year with Singapore-based Meadville Holdings, Su Sih (BVI) Ltd. and its major shareholder, Tang Hsiang Chien, own large stakes in TTM.

As a result, on Sept. 28, the TTM board approved and delivered a Special Security Agreement to the DoD. The agreement denies Tang, Su Sih, and entities controlled by either of them or controlling Su Sih, from unauthorized access to classified and controlled unclassified information and influence over TTM's business or management in a manner that could result in the compromise of classified information or could adversely affect the performance of classified contracts.

Among the terms of the SSA:

• Board composition. The TTM board of directors must include at least three persons, referred to as "Outside Directors," who have strong national security qualifications and no prior relationship with anyone from TTM, Su Sih or Tang. The agreement prohibits the outside directors from being removed (subject to limited exceptions) without prior notice to and the written approval of the US Defense Security Service. In addition, only one member of our board of directors may be a representative of Su Sih. That director is prohibited from having access to classified information or voting on TTM's participation in classified programs.
• Quorum for board action. A majority of the board members, including at least one outside director, is required for the board to take action.
• Appointment of government security committee. The agreement requires that TTM's board appoint a Government Security Committee comprised of outside and sitting directors, each of whom must be a US resident citizen with a security clearance. The Government Security Committee will be responsible for ensuring that TTM maintains appropriate policies and procedures to safeguard the classified and export-controlled information in our possession, and to ensure compliance with applicable laws and agreements.
• Appointment of facility security officer and technology control officer. The agreement requires that TTM appoint a facility security officer and a technology control officer to assist the Government Security Committee with its responsibilities.

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