UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934ORþ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for
the fiscal year ended December 31, 2010ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORo
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-14542
 ASIA PACIFIC WIRE & CABLE
CORPORATION LIMITED
  Bermuda
 7/Fl. B, No. 132, Sec. 3
Min-Sheng East Road
Taipei, 105, Taiwan
Republic of China
 Common Shares, par value 0.01 per share    None    None
  13,830,769 Common Shares
 o þ
 o þ
 þ o
 o o
 o o þ
 þ o o
 o o
 o þ




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##### 



TABLE OF CONTENTS  Part IItem 1: Identity of Directors, Senior Management and AdvisersItem 2: Offer Statistics and Expected TimetableItem 3: Key InformationItem 4: Information on the CompanyItem 5: Operating and Financial Review and ProspectsItem 6: Directors, Senior Management and EmployeesItem 7: Major Shareholders and Related Party TransactionsItem 8: Financial InformationItem 9: The Offer and ListingItem 11: Quantitative and Qualitative Disclosures About Market RisksItem 12: Description of Securities Other Than Equity SecuritiesPart IIItem 13: Defaults, Dividend Arrearages and DelinquenciesItem 14: Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15: Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions from the Listing Standards for the Audit CommitteesItem 16E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem 16F. Change in Registrants Certifying AccountantItem 16G. Corporate GovernancePart IIIItem 17: Financial StatementsItem 18: Financial StatementsItem 19: ExhibitsSIGNATURE FORWARD-LOOKING STATEMENTS
    
    
    our business strategy;
    
    our prospects for future revenues and profits in the markets in which we operate;
    
    the impact of political, legal or regulatory changes or developments in the markets
in which we do business;
    
    the fact that our Common Shares are now traded on a national exchange in the United
States;
    
    our dependence on a limited number of suppliers for our raw materials and our
vulnerability to fluctuations in the cost of our raw materials; and
    
    our liquidity.
 1




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##### 



OTHER CONVENTIONS
    2




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##### 



Part I
 
 Item 1: Identity of Directors, Senior Management and Advisers
  
 Item 2: Offer Statistics and Expected Timetable
  
 Item 3: Key Information
 3.1 Selected Consolidated Financial Data
   For the Year Ended December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010(in thousands, except per share amounts)Income Statement Data:Net sales
    
    $
    468,117
    
    
    $
    510,841
    
    
    $
    500,798
    
    
    $
    362,231
    
    
    $
    469,330Cost of sales
    
    
    (410,823
    )
    
    
    (465,165
    )
    
    
    (488,048
    )
    
    
    (315,840
    )
    
    
    (407,642
    )Gross profit
    
    
    57,294
    
    
    
    45,676
    
    
    
    12,750
    
    
    
    46,391
    
    
    
    61,688Operating expenses
    
    
    (27,612
    )
    
    
    (29,451
    )
    
    
    (29,044
    )
    
    
    (27,855
    )
    
    
    (31,194
    )Impairment loss
    
    
    (86
    )
    
    
    (95
    )
    
    
    
    
    
    
    (77
    )
    
    
    Operating profit/(loss)
    
    
    29,596
    
    
    
    16,130
    
    
    
    (16,294
    )
    
    
    18,459
    
    
    
    30,494Exchange gain/(loss)
    
    
    5,464
    
    
    
    864
    
    
    
    (1,712
    )
    
    
    528
    
    
    
    3,041Net interest (expense)
    
    
    (5,181
    )
    
    
    (6,063
    )
    
    
    (4,779
    )
    
    
    (2,139
    )
    
    
    (1,959
    )Share of net income/(loss) of equity
investees
    
    
    73
    
    
    
    124
    
    
    
    (142
    )
    
    
    (40
    )
    
    
    (21
    )Gain on liquidation of subsidiary
    
    
    1,801
    
    
    
    
    
    
    
    
    
    
    
    568
    
    
    
    (Loss)/gain on sale of investment
    
    
    (729
    )
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    Impairment of investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (346
    )Others
    
    
    1,536
    
    
    
    2,070
    
    
    
    2,859
    
    
    
    2,196
    
    
    
    1,069Income/(loss) before income taxes and
minority interests
    
    
    32,560
    
    
    
    13,160
    
    
    
    (20,068
    )
    
    
    19,572
    
    
    
    32,278Income taxes
    
    
    (10,257
    )
    
    
    (6,298
    )
    
    
    (2,132
    )
    
    
    (5,344
    )
    
    
    (6,891
    )Non-controlling interests
    
    
    (9,330
    )
    
    
    (2,029
    )
    
    
    8,551
    
    
    
    (4,139
    )
    
    
    (11,247
    )Net income/(loss) attributable to APWC
    
    $
    12,973
    
    
    $
    4,833
    
    
    $
    (13,649
    )
    
    $
    10,089
    
    
    $
    14,140Earnings/(loss) per share(1)
    
    $
    0.94
    
    
    $
    0.35
    
    
    $
    (0.99
    )
    
    $
    0.73
    
    
    $
    1.02
 
 (1)
    
    The calculation of the earnings/(loss) per share is based on 13,830,769 Common
Shares issued and outstanding for the years ended December 31, 2006, 2007, 2008, 2009 and
2010. 3




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##### 



As of December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009

    
    
    2010(in thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    24,664
    
    
    $
    29,127
    
    
    $
    37,510
    
    
    $
    41,534
    
    
    $
    63,217Working capital
    
    
    108,084
    
    
    
    132,409
    
    
    
    100,428
    
    
    
    127,139
    
    
    
    170,653Total assets
    
    
    364,565
    
    
    
    396,116
    
    
    
    309,798
    
    
    
    296,052
    
    
    
    386,923Total debt
    
    
    100,195
    
    
    
    104,146
    
    
    
    59,694
    
    
    
    38,917
    
    
    
    69,083Total shareholders equity
    
    
    118,765
    
    
    
    136,783
    
    
    
    114,129
    
    
    
    127,392
    
    
    
    153,194
 3.2 Exchange Rates
   Thailand
  Year Ended December 31,
    
    At Period End
    
    
    Average(1)
    
    
    High
    
    
    Low(Bt per $1.00)2006
    
    
    36.10
    
    
    
    37.68
    
    
    
    40.76
    
    
    
    35.192007
    
    
    29.50
    
    
    
    32.02
    
    
    
    35.96
    
    
    
    29.282008
    
    
    34.72
    
    
    
    33.13
    
    
    
    35.72
    
    
    
    29.362009
    
    
    33.33
    
    
    
    34.30
    
    
    
    36.25
    
    
    
    33.102010
    
    
    30.16
    
    
    
    31.66
    
    
    
    33.18
    
    
    
    29.49
 
 (1)
    
    Average means the average of the Noon Buying Rates on the last day of each month
during a year. 4




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##### 



Month
    
    High
    
    
    LowNovember 2010
    
    
    30.26
    
    
    
    29.49December 2010
    
    
    30.16
    
    
    
    29.98January 2011
    
    
    31.01
    
    
    
    30.05February 2011
    
    
    30.90
    
    
    
    30.55March 2011
    
    
    30.52
    
    
    
    30.19April 2011
    
    
    30.26
    
    
    
    29.86
 
  Singapore
  AtPeriodYear Ended December 31,
    
    End
    
    
    Average(1)
    
    
    High
    
    
    Low(S$ per $1.00)2006
    
    
    1.534
    
    
    
    1.580
    
    
    
    1.652
    
    
    
    1.5342007
    
    
    1.436
    
    
    
    1.501
    
    
    
    1.543
    
    
    
    1.4362008
    
    
    1.438
    
    
    
    1.410
    
    
    
    1.529
    
    
    
    1.3472009
    
    
    1.404
    
    
    
    1.452
    
    
    
    1.557
    
    
    
    1.3802010
    
    
    1.289
    
    
    
    1.359
    
    
    
    1.423
    
    
    
    1.282
 
 (1)
    
    Average means the average of the Noon Buying Rates on the last day of each month
during a year.  Month
    
    High
    
    
    LowNovember 2010
    
    
    1.322
    
    
    
    1.282December 2010
    
    
    1.317
    
    
    
    1.294January 2011
    
    
    1.299
    
    
    
    1.279February 2011
    
    
    1.283
    
    
    
    1,271March 2011
    
    
    1.282
    
    
    
    1.260April 2011
    
    
    1.261
    
    
    
    1.223
 5




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##### 



China
  At PeriodYear Ended December 31,
    
    End
    
    
    Average(1)
    
    
    High
    
    
    Low(RMB per $1.00)2006
    
    
    7.804
    
    
    
    7.958
    
    
    
    8.070
    
    
    
    7.8042007
    
    
    7.295
    
    
    
    7.581
    
    
    
    7.813
    
    
    
    7.2952008
    
    
    6.823
    
    
    
    6.919
    
    
    
    7.295
    
    
    
    6.7802009
    
    
    6.826
    
    
    
    6.830
    
    
    
    6.847
    
    
    
    6.8182010
    
    
    6.600
    
    
    
    6.760
    
    
    
    6.833
    
    
    
    6.600
 
 (1)
    
    Average means the average of the Noon Buying Rates on the last day of each month
during a year.  Month
    
    High
    
    
    LowNovember 2010
    
    
    6.689
    
    
    
    6.633December 2010
    
    
    6.675
    
    
    
    6.600January 2011
    
    
    6.636
    
    
    
    6.581February 2011
    
    
    6.597
    
    
    
    6.552March 2011
    
    
    6.574
    
    
    
    6.548April 2011
    
    
    6.548
    
    
    
    6.490
  Australia
  At PeriodYear Ended December 31,
    
    End
    
    
    Average(1)
    
    
    High
    
    
    Low(A$per $1.00)2006
    
    
    1.268
    
    
    
    1.319
    
    
    
    1.417
    
    
    
    1.2642007
    
    
    1.139
    
    
    
    1.184
    
    
    
    1.295
    
    
    
    1.0672008
    
    
    1.141
    
    
    
    1.177
    
    
    
    1.647
    
    
    
    1.021
 6




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##### 



At PeriodYear Ended December 31,
    
    End
    
    
    Average(1)
    
    
    High
    
    
    Low(A$ per $1.00)2009
    
    
    1.114
    
    
    
    1.252
    
    
    
    1.587
    
    
    
    1.0672010
    
    
    0.988
    
    
    
    1.087
    
    
    
    1.224
    
    
    
    0.985
 
 (1)
    
    Average means the average of the Noon Buying Rates on the last day of each month
during a year.  Month
    
    High
    
    
    LowNovember 2010
    
    
    1.042
    
    
    
    0.986December 2010
    
    
    1.034
    
    
    
    0.985January 2011
    
    
    1.013
    
    
    
    0.980February 2011
    
    
    1.002
    
    
    
    0.983March 2011
    
    
    1.018
    
    
    
    0.965April 2011
    
    
    0.967
    
    
    
    0.929
  3.3 Risk Factors
  3.3.1 Risks Related to the Global Economic and Financial Crisis
   7




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##### 



Actual and Possible Impacts on the Company
    8




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##### 



3.3.2 Risks Related to the Common Shares and Corporate Governance
 Consolidation of Charoong Thai Group Accounts
  Potential Illiquidity of Common Shares
  Control of the Company Rests with Majority Shareholder; Controlled Company Exemption; Risks
Related to PEWC
 9




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##### 



Limited Trading Volume
  Disclosure Controls and Procedures and Internal Control Over Financial Reporting
  10




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##### 




 
 
 
  Delinquency in Reporting Obligations; Reporting of Financial Results
   Potential Conflict of Certain Officers and Directors
  11




---



##### 



Obligations under the Amended and Restated Shareholders Agreement
    12




---



##### 



Holding Company Structure; Potential Restrictions on the Payment of Dividends
  Requirement to Maintain Effectiveness of the Registration Statement and to List on a National
Securities Exchange; Effect of the Put of the SOF Shares to PEWC
  13




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##### 



Corporate Matters; Limited Recourse; Limited Enforceability
  3.3.3 Risks Relating to Our Business
 Risks Relating to Copper
  14




---



##### 



Risks related to our Customer Base and our Geographic Markets
  Risks Relating to China
  Economic Reform Measures in the PRC May Adversely Affect the Companys Operations or
Financial Condition
  PRC Civil Law System May Limit the Companys Remedies
  PRC Control over the Convertibility of Currency May Restrict the Payment of Dividends
  15




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##### 



PRC Regulation of Telecommunications Industry May Adversely Affect the Companys
Operations or Financial Condition
  Political or Social Instability in the PRC May Adversely Affect the Companys Operations
or Financial Condition
  Inflation in the PRC May Adversely Affect the Companys Operations or Financial Condition
  PRC Power Shortages and Lack of Insurance May Adversely Affect the Companys Operations or
Financial Condition
  16




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##### 



PRC Tax Treatments May Affect the Companys Operations or Financial Condition
  Labor Law Legislation in the PRC May Adversely Affect the Companys Operations or Financial
Condition
  17




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##### 



Exposure to Foreign Exchange Risks
   Competition
  Risks associated with Required Productivity Increases
  Indebtedness
  18




---



##### 



Composite Services Agreement with PEWC
  Risks Relating to Thailand
  Environmental Liabilities
  Alternative Transmission Technologies
  19




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##### 



International Business Risks
  
 Item 4: Information on the Company
 4.1 History and Development of the Company
 General
   Principal Capital Expenditures and Divestitures
  4.2.1 Certain Recent Events
  20




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##### 



4.2.2 Managing Our Business in Current Market Conditions
   21




---



##### 



4.2.3 Recent Business Trends
   4.3 Business Overview
  22




---



##### 



Thailand
   23




---



##### 



China
    24




---



##### 



Singapore
    25




---



##### 



Australia
  Malaysia
  4.3.1 Products and Services
  Distribution
 Sales of Distributed Products
  26




---



##### 



Services
 SDI Project Engineering Services
  4.3.2 Manufacturing
  Telecommunications Cable
   Power Cable
  27




---



##### 



Enameled Wire
  4.3.3 Raw Materials
    28




---



##### 



4.3.4 Quality Control
   29




---



##### 



4.3.5 Sales and Marketing
  2008
    
    
    2009
    
    
    2010$
    
    
    %
    
    
    $
    
    
    %
    
    
    $
    
    
    %Manufactured Products:Thailand
    
    
    216,364
    
    
    
    43.2
    %
    
    
    117,954
    
    
    
    32.6
    %
    
    
    190,364
    
    
    
    40.6
    %Singapore
    
    
    35,318
    
    
    
    7.0
    %
    
    
    34,583
    
    
    
    9.5
    %
    
    
    34,248
    
    
    
    7.3
    %Australia
    
    
    61,167
    
    
    
    12.2
    %
    
    
    33,935
    
    
    
    9.4
    %
    
    
    45,053
    
    
    
    9.6
    %China
    
    
    134,999
    
    
    
    27.0
    %
    
    
    113,649
    
    
    
    31.4
    %
    
    
    148,958
    
    
    
    31.7
    %Total
    
    
    447,848
    
    
    
    89.4
    %
    
    
    300,121
    
    
    
    82.9
    %
    
    
    418,623
    
    
    
    89.2
    %Distributed Products (1)
    
    
    32,415
    
    
    
    6.5
    %
    
    
    28,102
    
    
    
    7.8
    %
    
    
    27,107
    
    
    
    5.8
    %SDI Project Engineering (2)
    
    
    20,535
    
    
    
    4.1
    %
    
    
    34,008
    
    
    
    9.4
    %
    
    
    23,600
    
    
    
    5.0
    %Total Net Sales
    
    
    500,798
    
    
    
    100.0
    %
    
    
    362,231
    
    
    
    100.0
    %
    
    
    469,330
    
    
    
    100.0
    %
 
 (1)
    
    Distributed products are largely sold in Singapore and Thailand(2)
    
    All SDI project Engineering is supplied in Singapore   30




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##### 



Thailand
  Singapore
   Year ended December 31,(figures are in thousands of US$)2008
    
    
    2009
    
    
    2010Manufactured Product:Power Cable
    
    
    6,435
    
    
    
    11,519
    
    
    
    34,248Electronic Wire
    
    
    194
    
    
    
    692
    
    
    
    Total
    
    
    6,629
    
    
    
    12,211
    
    
    
    34,248
 31




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##### 



China
  4.3.6 Competition
  Thailand
  Singapore
  Australia
  32




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##### 



China
    4.3.7 Regional Considerations
  Thailand
  33




---



##### 



Telecommunications
   Power
  Singapore
   China
  34




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##### 



4.4 Property, Plant and Equipment
       The .
     35




---



##### 



4.5 Insurance
  4.6 Environmental Matters
  
 Item 5: Operating and Financial Review and Prospects
  5.1 Disclosures of Critical Accounting Policies
   Principles of Consolidation
  36




---



##### 



Use of Estimates
  Cash and Cash Equivalents
  Inventories
   Income Taxes
  ,
 37




---



##### 



Property, Plant and Equipment
  Land
    
    NilLand use rights
    
    15  50 yearsBuildings
    
    5  30 yearsMachinery and equipment
    
    5  10 yearsMotor vehicles
    
    3  10 yearsOffice equipment
    
    3  10 years
     Goodwill
   
 38




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##### 



Investments
      Impairment of Long-Lived Assets
   39




---



##### 



Trade Account Receivable and Allowance for Doubtful Accounts
  Revenue Recognition
  Sales of goods and distribution activities
   Installation activities
   Product Warranties
  Foreign Currency Translation and Transactions
   40




---



##### 



Foreign Currency Forward Contracts
     Copper Future Contracts
  Earnings (Loss) Per Share
  Fair Value Measurements
   41




---



##### 




    
    Level 1  Valuations based on quoted prices in active markets for identical
assets that the Company has the ability to access. Valuation adjustments and block
discounts are not applied to Level 1 instruments. Since valuations are based on quoted
prices that are readily and regularly available in an active market, valuation of these
products does not entail a significant degree of judgment.
    
    Level 2  Valuations based on one or more quoted prices in markets that are not
active or for which all significant inputs are observable, either directly or
indirectly.
    
    Level 3  Valuations based on unobservable inputs which are supported by little
or no market activity and significant to the overall fair value measurement.
   Recent Pronouncements
      42




---



##### 



43




---



##### 



5.2 Selected Gross Margin Data
  44




---



##### 



2008
    
    
    2009
    
    
    2010Net Sales:Manufactured products:Telecommunications wire and cable
    
    $
    46,955
    
    
    $
    62,004
    
    
    $
    67,481Power cable
    
    
    179,794
    
    
    
    102,972
    
    
    
    148,300Enameled wire
    
    
    221,099
    
    
    
    135,145
    
    
    
    202,842Total manufactured products
    
    
    447,848
    
    
    
    300,121
    
    
    
    418,623SDI project engineering
    
    
    20,535
    
    
    
    34,008
    
    
    
    23,600Distributed Products
    
    
    32,415
    
    
    
    28,102
    
    
    
    27,107Total net sales
    
    
    500,798
    
    
    
    362,231
    
    
    
    469,330Gross profit:Manufactured products:Telecommunications wire and cable
    
    
    5,120
    
    
    
    9,341
    
    
    
    18,045Power cable
    
    
    29,369
    
    
    
    8,602
    
    
    
    25,233Enameled wire
    
    
    2,778
    
    
    
    2,093
    
    
    
    14,778Total manufactured products
    
    
    37,267
    
    
    
    20,036
    
    
    
    58,056SDI project engineering
    
    
    (956
    )
    
    
    889
    
    
    
    242Distributed Products
    
    
    1,584
    
    
    
    1,517
    
    
    
    1,416Recovery (allowance) for inventory reserve
    
    
    (25,145
    )
    
    
    23,949
    
    
    
    1,974Total gross profit
    
    
    12,750
    
    
    
    46,391
    
    
    
    61,688Gross profit margin:Manufactured products:Telecommunications wire and cable
    
    
    10.9
    %
    
    
    15.1
    %
    
    
    26.7
    %Power cable
    
    
    16.2
    %
    
    
    8.4
    %
    
    
    17.0
    %Enameled wire
    
    
    1.3
    %
    
    
    1.5
    %
    
    
    7.3
    %Total manufactured products
    
    
    8.3
    %
    
    
    6.7
    %
    
    
    13.9
    %SDI Project engineering
    
    
    (4.7
    )%
    
    
    2.6
    %
    
    
    1.0
    %Distributed Products
    
    
    4.9
    %
    
    
    5.4
    %
    
    
    5.2
    %Total gross margin
    
    
    2.5
    %
    
    
    12.8
    %
    
    
    13.1
    %
  5.3 Operating Results
  45




---



##### 



5.3.1 Year Ended December 31, 2010 Compared with Year Ended December 31, 2009
 General
     2010
    
    
    2009Average LME copper price ($/Ton)
    
    
    1Q
    
    
    
    7,232
    
    
    
    3,4282Q
    
    
    
    7,027
    
    
    
    4,6633Q
    
    
    
    7,242
    
    
    
    5,8594Q
    
    
    
    8,636
    
    
    
    6,648Year
    
    
    7,534
    
    
    
    5,150
  Net Sales
  46




---



##### 



Manufactured
    
    
    All productsproducts only
    
    
    and servicesThailand
    
    
    45.5
    %
    
    $
    190,364
    
    
    
    43.4
    %
    
    $
    203,758Singapore
    
    
    8.2
    %
    
    $
    34,248
    
    
    
    13.8
    %
    
    $
    64,783Australia
    
    
    10.8
    %
    
    $
    45,053
    
    
    
    9.9
    %
    
    $
    46,289China
    
    
    35.5
    %
    
    $
    148,958
    
    
    
    32.9
    %
    
    $
    154,500Total
    
    
    100.0
    %
    
    $
    418,623
    
    
    
    100.0
    %
    
    $
    469,330
 Gross Profit
   2009
    
    
    2010Manufactured Products:Telecommunication cable
    
    
    46.6
    %
    
    
    31.1
    %Power cable
    
    
    42.9
    %
    
    
    43.5
    %Enameled wire
    
    
    10.5
    %
    
    
    25.4
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
  2009
    
    
    2010Manufactured Products:Telecommunication cable
    
    
    20.1
    %
    
    
    29.2
    %Power cable
    
    
    18.6
    %
    
    
    40.9
    %Enameled wire
    
    
    4.5
    %
    
    
    24.0
    %Electronic cable
    
    
    
    
    
    
    Total
    
    
    43.2
    %
    
    
    94.1
    %SDI Project Engineering Services
    
    
    1.9
    %
    
    
    0.4
    %Distributed Products
    
    
    3.3
    %
    
    
    2.3
    %Recovery (allowance) for inventory reserve
    
    
    51.6
    %
    
    
    3.2
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
 47




---



##### 



Operating Profit
    Exchange Gain/Loss
  December 31,
    
    
    December 31,2009
    
    
    2010Foreign currency to US$1:Thai Baht
    
    
    33.33
    
    
    
    30.16Singapore $
    
    
    1.40
    
    
    
    1.29Australian $
    
    
    1.11
    
    
    
    1.00Chinese RMB
    
    
    6.83
    
    
    
    6.60
  Impairment of Investment
  48




---



##### 



Other Income
  Income Taxes
        49




---



##### 



5.3.2 Year Ended December 31, 2009 Compared with Year Ended December 31, 2008
 General
     2009
    
    
    2008Average LME copper price ($/Ton)
    
    
    1Q
    
    
    
    3,428
    
    
    
    7,7962Q
    
    
    
    4,663
    
    
    
    8,4433Q
    
    
    
    5,859
    
    
    
    7,6804Q
    
    
    
    6,648
    
    
    
    3,905Year
    
    
    5,150
    
    
    
    6,956
 50




---



##### 



Net Sales
     Manufactured
    
    
    All productsproducts only
    
    
    and servicesThailand
    
    
    39.3
    %
    
    $
    117,954
    
    
    
    32.9
    %
    
    $
    119,225Singapore
    
    
    11.5
    %
    
    $
    34,583
    
    
    
    26.2
    %
    
    $
    94,782Australia
    
    
    11.3
    %
    
    $
    33,935
    
    
    
    9.6
    %
    
    $
    34,574China
    
    
    37.9
    %
    
    $
    113,649
    
    
    
    31.4
    %
    
    $
    113,650Total
    
    
    100.0
    %
    
    $
    300,121
    
    
    
    100.0
    %
    
    $
    362,231
 Gross Profit
  51




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##### 



2008
    
    
    2009Manufactured Products:Telecommunication cable
    
    
    13.7
    %
    
    
    46.6
    %Power cable
    
    
    78.8
    %
    
    
    42.9
    %Enameled wire
    
    
    7.5
    %
    
    
    10.5
    %Electronic cable
    
    
    
    
    
    
    Total
    
    
    100.0
    %
    
    
    100.0
    %
  2008
    
    
    2009Manufactured Products:Telecommunication cable
    
    
    40.2
    %
    
    
    20.1
    %Power cable
    
    
    230.3
    %
    
    
    18.6
    %Enameled wire
    
    
    21.8
    %
    
    
    4.5
    %Electronic cable
    
    
    0.0
    %
    
    
    0.0
    %Total
    
    
    292.3
    %
    
    
    43.2
    %SDI Project Engineering Services
    
    
    (7.5
    )%
    
    
    1.9
    %Distributed Products
    
    
    12.4
    %
    
    
    3.3
    %Recovery (allowance) for inventory reserve
    
    
    (197.2
    )%
    
    
    51.6
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
  Operating Profit
   52




---



##### 



Exchange Gain/Loss
  December 31,
    
    
    December 31,2009
    
    
    2008Foreign currency to US$1:Thai Baht
    
    
    33.33
    
    
    
    34.72Singapore $
    
    
    1.40
    
    
    
    1.44Australian $
    
    
    1.11
    
    
    
    1.14Chinese RMB
    
    
    6.83
    
    
    
    6.82
  Gain on Sale of Investment
  Other Income
  Income Taxes
   53




---



##### 



5.4 Liquidity and Capital Resources
    54




---



##### 



55




---



##### 



5.5 Research and Development
  5.6 Trend Information
  
    
    Uncertainty arising from the volatility in the cost of copper, our principal raw
material.In 2010, the copper prices have gone up from $7,300 per metric ton in the
beginning of the year to almost $9,147 per metric ton at end of year. This increase
caused the Company to reverse the allowance for its inventory provided for in 2009.
Although copper prices have generally increased for the entire year of 2010, there is
no assurance that we will not see volatility in the near future due to the current
uncertain economic climate.
    
    Fluctuations in the demand for our products in the markets in which we do business,
based upon variations in the level of governmental and private commitments to
communications, power and industrial projects and programs that utilize our products.
    
    Political instability or uncertainty resulting in fewer or suspended government
contracts, such as in Thailand.The current political unrest in Thailand presents
increased risks for foreign investors and may result in a reduced government focus on
infrastructure development (which often utilizes the Companys manufactured products).
  5.7 Off-Balance Sheet Arrangements
  5.8 Contractual Obligations
  56




---



##### 



Payments due by periodMoreContractual obligations
    
    
    
    
    
    Less than 1
    
    
    1-3
    
    
    3-5
    
    
    than 5(In thousands of US$)
    
    Total
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsCapital lease obligations (principal
amount only)
    
    $
    728
    
    
    $
    305
    
    
    $
    423
    
    
    
    
    
    
    
    Finance charges on capital lease
obligations
    
    $
    65
    
    
    $
    27
    
    
    $
    38
    
    
    
    
    
    
    
    Operating lease obligations
    
    $
    5,343
    
    
    $
    860
    
    
    $
    1,727
    
    
    $
    172
    
    
    $
    2,584Purchase obligations for copper cathodes
    
    $
    308,733
    
    
    $
    308,733
    
    
    
    
    
    
    
    
    
    
    
    $
    314,869
    
    
    $
    309,925
    
    
    $
    2,188
    
    
    $
    172
    
    
    $
    2,584
  
 Item 6: Directors, Senior Management and Employees
 6.1 Directors and Senior Management
   Name
    
    Date of Birth
    
    PositionAppleby Services
(Bermuda) Ltd.
    
    N/A
    
    Assistant Resident SecretaryAnson Chan
    
    November 3, 1963
    
    Independent director, Audit Committee ChairmanAndy C.C. Cheng
    
    April 29, 1958
    
    Director and Non-Executive Chairman of the BoardFang Hsiung Cheng
    
    May 31, 1942
    
    DirectorAlex Erskine
    
    September 7, 1963
    
    Resident Secretary in BermudaDaphne Hsu
    
    August 12, 1962
    
    Financial ControllerLambert L. Ding
    
    October 12, 1959
    
    Independent director, Audit Committee MemberMichael C. Lee
    
    September 28, 1951
    
    DirectorYichin Lee
    
    January 4, 1961
    
    Independent director, Audit Committee MemberChing Rong Shue
    
    March 4, 1950
    
    DirectorDavid Sun
    
    December 22, 1953
    
    DirectorYuan Chun Tang
    
    November 26, 1960
    
    Director, Chief Executive OfficerCarson Tien
    
    May 16, 1945
    
    Chief Operating OfficerFrank Tseng
    
    March 17, 1957
    
    Chief Financial Officer; Non-Resident Secretary
 57




---



##### 



58




---



##### 



6.2 Audit Committee
    59




---



##### 



6.3 Compensation Committee
   6.4 Compensation
    6.5 Employees
     60




---



##### 



Item 7: Major Shareholders and Related Party Transactions
 7.1 Major Shareholders
   Number ofIdentity of Person or Group
    
    Shares
    
    
    Percent of ClassPacific Electric Wire & Cable Co., Ltd.(1)
    
    
    9,075,354
    
    
    
    65.617
    %SOF Investments, L.P.(2)
    
    
    1,355,415
    
    
    
    9.800
    %Directors and Officers of the Company
    
    
    50,000
    
    
    
    0.362
    %
 
 (1)
    
    PEWC owns 1,410,739 shares directly and owns its remaining shares indirectly, as a
result of PEWCs control of its direct wholly-owned subsidiary, Moon View Ventures Limited, a
British Virgin Islands company, which beneficially owns 7,307,948 Common Shares, and as a result of
PEWCs control of its indirect wholly-owned subsidiary, Pacific Holdings Group, a Nevada
corporation, which beneficially owns 356,667 Common Shares. 61




---



##### 



(2)
    
    MSD Capital, L.P. is the general partner of SOF and may be deemed to have or share voting
and dispositive power over, and/or beneficially own, the common shares held by SOF. MSD Capital
Management LLC is the general partner of MSD Capital, L.P. and may be deemed to have or share
voting and/or dispositive power over, and beneficially own, the common shares beneficially owned by
MSD Capital, L.P. Michael S. Dell is the controlling member of, and may be deemed to beneficially
own the common shares beneficially owned by, MSD Capital Management. Each of Glenn R. Fuhrman,
John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management LLC and may be deemed to
have or share voting and/or dispositive power over, and beneficially own, the common shares
beneficially owned by MSD Capital Management LLC. Each of Mr. Dell, Mr.
Fuhrman, Mr. Phelan and Mr. Lisker disclaim beneficial ownership of such common shares, except
to the extent of the pecuniary interest of such person in such shares.  7.2 Related Party Transactions
     62




---



##### 



Item 8: Financial Information
 8.1 Legal Proceedings
  8.2 Dividend Policy
  63




---



##### 



8.3 Significant Changes
  
 Item 9: The Offer and Listing
 9.1 Historical Trading Information
  Price per Share ($)High
    
    
    LowFive most recent full financial years:2006
    
    
    3.20
    
    
    
    0.802007
    
    
    7.19
    
    
    
    2.502008
    
    
    6.45
    
    
    
    0.802009
    
    
    3.39
    
    
    
    0.502010
    
    
    7.85
    
    
    
    2.20Two most recent full financial years:2009First Quarter
    
    
    1.50
    
    
    
    0.50Second quarter
    
    
    1.98
    
    
    
    0.90Third Quarter
    
    
    2.90
    
    
    
    1.45Fourth Quarter
    
    
    3.39
    
    
    
    2.152010First Quarter
    
    
    3.00
    
    
    
    2.20Second quarter
    
    
    3.40
    
    
    
    2.46Third quarter
    
    
    5.25
    
    
    
    2.94Fourth quarter
    
    
    7.85
    
    
    
    4.702011First quarter
    
    
    7.05
    
    
    
    4.50Most recent six months:November 2010
    
    
    7.85
    
    
    
    5.40December 2010
    
    
    6.80
    
    
    
    5.35January 2011
    
    
    7.05
    
    
    
    6.00February 2011
    
    
    6.50
    
    
    
    4.65March 2011
    
    
    5.75
    
    
    
    4.50April 2011
    
    
    6.20
    
    
    
    4.20
 64




---



##### 



9.2 Markets
  10.1 Share Capital
  10.2 Memorandum of Association and Bye-laws
 10.2.1 General
  10.2.2 Description of Shareholder Rights Attaching to Our Common Shares
    
    
    Holders of the Common Shares have no preemptive, redemption, conversion or sinking
fund rights.
    
    Holders of the Common Shares are entitled to one vote per share on all matters
submitted to a poll vote of holders of Common Shares and do not have any cumulative voting
rights.
    
    In the event of our liquidation, dissolution or winding-up and subject to any
alternative resolution that may be pursued by our shareholders, the holders of Common
Shares are entitled to share ratably in our assets, if any, remaining after the payment of
all our debts and liabilities.
    
    Our outstanding Common Shares are fully paid and nonassessable.
 65




---



##### 




    
    Additional authorized but unissued Common Shares may be issued by the Board without
the approval of the shareholders.
  
    
    we are, or after the payment would be, unable to pay our liabilities as they become
due; or
    
    the realizable value of our assets after such payment or distribution would be less
than the aggregate amount of our liabilities and our issued share capital and share
premium accounts.
  10.2.3 Share Capital
  10.2.4 Voting Rights
   
    
    the chairman of the meeting;
    
    at least three shareholders present in person or represented by proxy;
    
    any shareholder or shareholders present in person or represented by proxy and holding
between them not less than one-tenth of the total voting rights of all shareholders having
voting rights; or
    
    a shareholder or shareholders present in person or represented by proxy holding
Common Shares conferring the right to vote on which an aggregate sum has been paid up
equal to not less than one-tenth of the total sum paid up on all Common Shares.
  66




---



##### 



10.2.5 Dividend Rights
    10.2.6 Purchases by the Company of its own Common Shares
   10.2.7 Preemptive Rights
   10.2.8 Variation of Rights
  
    
    with the consent in writing of the holders of more than fifty percent of the issued
shares of that class; or
    
    pursuant to a resolution of the holders of such shares.
 67




---



##### 



10.2.9 Transfer of Common Shares
  10.2.10 Transfer Restrictions
  
    
    is duly stamped, if required by law, and lodged with us;
    
    is accompanied by the relevant share certificate and such other evidence of the
transferors right to make the transfer as the Board of Directors shall reasonably
require;
    
    is in respect of one class of shares; and
    
    has obtained, where applicable, permission of the Bermuda Monetary Authority.
   10.2.11 Transmission of Shares
  68




---



##### 



10.2.12 Disclosure of Interests
  10.2.13 Rights in Liquidation
   10.2.14 Meetings of Shareholders
     69




---



##### 



10.2.15 Access to Books and Records and Dissemination of Information
      10.2.16 Election or Removal of Directors
      
    
    if he resigns his office by notice in writing to be delivered to our registered
office or tendered at a meeting of the Board of Directors;
 70




---



##### 




    
    if he becomes of unsound mind or a patient for any purpose under any statute or
applicable law relating to mental health and the Board of Directors resolves that his
office is vacated;
    
    if he becomes bankrupt or enters into a general settlement with his creditors;
    
    if he is prohibited by law from being a director; or
    
    if he ceases to be a director by virtue of the Companies Act or is removed from
office pursuant to the Bye-laws.
 10.2.17 Amendment of Memorandum of Association and Bye-Laws
   
    
    an aggregate of not less than twenty percent in par value of a companys issued share
capital or any class thereof; or
    
    not less in the aggregate than twenty percent of the companys debentures entitled to
object to amendments to its memorandum of association,have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment
of the memorandum of association. Where such an application is made, the amendment becomes
effective only to the extent that it is confirmed by the Bermuda Supreme Court. An
application for an annulment of an amendment of the memorandum of association must be made
within twenty-one
days after the date on which the resolution amending the memorandum of association is
passed and may be made on behalf of the persons entitled to make the application by one or
more of their number as they may appoint in writing for the purpose.
  10.2.18 Merger or Consolidation (Amalgamation)
   71




---



##### 



10.2.19 Class Actions and Derivative Actions
   10.2.20 Personal Liability of Directors and Indemnity
   10.2.21 Exchange Controls
     72




---



##### 



10.3 Material Contracts
 Composite Services Agreement (CSA)
  
    
    PEWC agrees to (a) sell copper rod to the Company, upon the Companys request, (i) at
a price consisting of the spot price of copper on the LME plus an agreed upon premium and
(ii) at prices and on terms at least as favorable as PEWC provides copper rod to other
purchasers of similar amounts of copper rod in the same markets, and (b) give priority in
the supply of copper rod to the Company over other purchasers of copper rod from PEWC.
    
    The Company has the right to distribute any wire or cable product manufactured by PEWC
in all markets in which the Company presently distributes or develops the capability to
distribute in the future such products on such terms as have historically been in effect or
on terms at least as favorable as PEWC grants to third parties that distribute such
products in such markets. However, PEWC is not required to grant to the Company the right
to distribute products manufactured by PEWC in the future in markets where the Company does
not currently have the capability to distribute unless and until PEWC has no pre-existing
contractual rights which would conflict with the grant of such right to the Company.
    
    Each of PEWC and the Company will notify the other party prior to entering into any
negotiations with a third party concerning the establishment of any facility or similar
venture to manufacture or distribute any wire or cable product outside of the markets
where the Company currently
manufactures or distributes, or intends to develop the capability to manufacture or
distribute, any wire or cable product. Unless the Company and PEWC mutually agree
otherwise, the Company has the right of first refusal to enter into any definitive
agreement with such third party. If, however, such third party would not agree to the
substitution of the Company for PEWC or such substitution would prevent the successful
completion of the facility or venture, PEWC has agreed to arrange for the Company to
participate to the extent possible.
    
    PEWC agrees to make available to the Company, upon the Companys request and on terms
to be mutually agreed between PEWC and the Company from time to time, certain services
with respect to the design and manufacture of wire and cable products, computerization,
inventory control, purchasing, internal auditing, quality control, emergency back-up
services, and recruitment and training of personnel; such services may include the
training of the Companys employees and managers at PEWC facilities and the secondment of
PEWC employees and managers to the Company.
    
    Without the consent of the Company, PEWC will not compete with respect to the
manufacture or distribution of wire and cable products in any market in which the Company
is manufacturing or has taken significant steps to commence manufacturing.
 73




---



##### 




    
    For purposes of the Composite Services Agreement, each province in China is
considered the equivalent of a country.
  Amended and Restated Shareholders Agreement
  10.4 Taxation
  10.4.1 United States Taxation
  74




---



##### 



U.S. Federal Income Taxation of the Company
   75




---



##### 



Taxation of U.S. Holders
  Taxation of Dividends
      76




---



##### 



Taxation of Capital Gains
   Backup Withholding
  77




---



##### 



Passive Foreign Investment Company
      78




---



##### 



Controlled Foreign Corporation
  Taxation of Non-U.S. Holders
 Taxation of Dividends
   79




---



##### 



Taxation of Capital Gains
    Backup Withholding
   U.S. State and Local Taxes
  Future Tax Legislation
  U.S. Treasury Circular 230 Notice
  80




---



##### 



10.4.2 Bermuda Taxation
      10.5 Documents on Display
    81




---



##### 



Item 11: Quantitative and Qualitative Disclosures About Market Risks
  11.1 Interest Rate Risk
  11.2 Foreign Currency Risk
    82




---



##### 



11.3 Market Risks Relating to Copper
   11.4 Fair Value of Designated Market-Sensitive Derivative Contracts
  
 Item 12: Description of Securities Other Than Equity Securities
  83




---



##### 



Part II
 
 Item 13: Defaults, Dividend Arrearages and Delinquencies
  
 Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15: Controls and Procedures
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
    84




---



##### 



1)
    
    In September 2010, the Company undertook a group wide training to finance staff
across all subsidiaries on US GAAP reporting and package preparation.2)
    
    Accounting supervisors and managers at each subsidiaries have now reviewed all the
accounting entries, then pass on to the CFO or the designate.3)
    
    Regular meetings among finance staff have been held to discuss accounting problems.4)
    
    SAP ERP systems are rolling out with Sigma cable targeted to implement at end of
2011, Ningbo is planned to be the one after Sigma Cable.
 Changes in internal control over financial reporting
  
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  
 Item 16C. Principal Accountant Fees and Services
 Audit Fees
  85




---



##### 



Audit-Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Approval
  
 Item 16D. Exemptions from the Listing Standards for the Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16F. Change in Registrants Certifying Accountant
    86




---



##### 



Item 16G. Corporate Governance
  87




---



##### 



Part III
 
 Item 17: Financial Statements
  
 Item 18: Financial Statements
  
 Item 19: Exhibits
 19.1
    
    Index to Audited Financial StatementsReports of independent registered accounting firmsConsolidated balance sheets as of December 31, 2009 and 2010Consolidated statements of operations for the years ended December 31, 2008, 2009 and 2010Consolidated statements of shareholders equity for the years ended December 31, 2008,
2009 and 2010Consolidated statements of cash flows for the years ended December 31, 2008, 2009 and 2010Notes to consolidated financial statements19.2
    
    Index to Exhibits1.1
    
    Memorandum of Association of Asia Pacific Wire & Cable Corporation Limited (incorporated
by reference to Exhibit 1.1 of the Companys annual report on Form 20-F filed with the
Securities and Exchange Commission on June 21, 2001).1.2
    
    Second Amended and Restated Bye-Laws of Asia Pacific Wire & Cable Corporation Limited
(incorporated by reference to Exhibit 3.2 of the Companys Amendment No. 4 to Form F-1
filed with the Securities and Exchange Commission on February 18, 2009).2.1
    
    Amended and Restated Shareholders Agreement dated March 27, 2009 (incorporated by
reference to Exhibit 3.4 of the Companys Post-Effective Amendment No. 1 to Form F-1
filed with the Securities and Exchange Commission on April 2, 2009).4.1
    
    Composite Services Agreement (incorporated by reference to Exhibit 10.1 of the Companys
Form F-1 filed with the Securities and Exchange Commission on November 13, 1996).4.3
    
    Agreement for the Sale and Purchase of (i) Shares in Crown Century Holdings Limited and
(ii) Shareholders Loan (incorporated by reference to Exhibit 5.1 of the Companys annual
report on Form 20-F filed with the Securities and Exchange Commission on July 1, 2002).4.4
    
    Settlement Agreement between Asia Pacific Wire & Cable Corporation, Ltd. and Sino-JP Fund
Co., Ltd. (incorporated by reference to Exhibit 4.5 of the Companys annual report on
Form 20-F filed with the Securities and Exchange Commission on November 9, 2007).4.5
    
    Summaries of Joint Venture Agreements (incorporated by reference to Exhibit 10.7 of the
Companys Amendment No. 1 to Form F-1 filed with the Securities and Exchange Commission
on November 26, 2008).8
    
    List of significant subsidiaries (see Note 1 to the consolidated financial statements).11
    
    Code of Ethics (incorporated by reference to Exhibit 11 of the Companys annual report on
Form 20-F filed with the Securities and Exchange Commission on November 9, 2007).
 88




---



##### 



12.1
    
    Certification of Chief Executive Officer of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act.12.2
    
    Certification of Chief Financial Officer of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act.13.1
    
    Certification by Chief Executive Officer of periodic financial report pursuant to 18
U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.13.2
    
    Certification by Chief Financial Officer of periodic financial report pursuant to 18
U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.16(G)
    
    Amended and Restated Audit Committee Charter (filed herewith).
 89




---



##### 



SIGNATURE
  ASIA PACIFIC WIRE & CABLE
CORPORATION LIMITEDDate: May 12, 2011
    /s/ Yuan Chun TangYuan Chun TangChief Executive Officer 90




---



##### 



Asia Pacific Wire & Cable Corporation Limited




---



##### 



PageReport of independent registered public accounting firms
    

    F-2Consolidated balance sheets as of December 31, 2009 and 2010
    

    F-4Consolidated statements of operations for the years ended
December 31, 2008, 2009 and 2010
    

    F-6Consolidated statements of shareholders equity for the years ended
December 31, 2008, 2009 and 2010
    

    F-7Consolidated statements of cash flows for the years ended
December 31, 2008, 2009 and 2010
    

    F-8Notes to consolidated financial statements
    

    F-9
 F-1




---



##### 



F-2




---



##### 



F-3




---



##### 



As of December 312009
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    41,534
    
    
    $
    63,217Restricted short-term bank deposits (note 5)
    
    
    13,145
    
    
    
    17,422Accounts receivable, net of allowance for doubtful
accounts of $8,694 and $6,886 at December 31, 2009 and
2010, respectively (note 9)
    
    
    101,849
    
    
    
    144,454Amounts due from related parties (note 15)
    
    
    5,664
    
    
    
    8,246Inventories,
net of allowance for inventories of $3,995 and $2,315 at December 31, 2009 and 2010, respectively
(note 9)Distributed products
    
    
    5,295
    
    
    
    639Finished products
    
    
    30,294
    
    
    
    32,781Consigment inventory
    
    
    1,655
    
    
    
    3,051Products in process
    
    
    17,318
    
    
    
    19,108Raw materials and supplies
    
    
    14,485
    
    
    
    30,40169,047
    
    
    
    85,980Available-for-sale investments (note 6)
    
    
    106
    
    
    
    Deferred tax assets (note 10)
    
    
    2,595
    
    
    
    3,320Prepaid expenses
    
    
    3,928
    
    
    
    5,514Other current assets
    
    
    1,180
    
    
    
    1,308Total current assets
    
    
    239,048
    
    
    
    329,461Property, plant and equipment:Land
    
    
    5,470
    
    
    
    6,291Land use rights
    
    
    2,936
    
    
    
    2,999Buildings
    
    
    45,130
    
    
    
    50,199Machinery and equipment
    
    
    112,188
    
    
    
    126,906Motor vehicles
    
    
    3,724
    
    
    
    4,431Office equipment
    
    
    6,451
    
    
    
    6,915Construction in progress
    
    
    352
    
    
    
    212176,251
    
    
    
    197,953Accumulated depreciation and amortization
    
    
    (132,611
    )
    
    
    (154,052
    )43,640
    
    
    
    43,901Available-for-sale investments (note 6)
    
    
    580
    
    
    
    744Investment in equity investees (note 18)
    
    
    3,263
    
    
    
    3,242Goodwill
    
    
    8,801
    
    
    
    8,801Other assets
    
    
    107
    
    
    
    97Deferred tax assets (note 10)
    
    
    613
    
    
    
    67713,364
    
    
    
    13,561Total assets
    
    $
    296,052
    
    
    $
    386,923
  F-4




---



##### 



December 31,2009
    
    
    2010LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Bank loans and overdrafts (note 7)
    
    $
    37,185
    
    
    $
    67,351Accounts payable
    
    
    33,706
    
    
    
    41,989Accrued expenses
    
    
    9,244
    
    
    
    13,197Amounts due to related parties (note 15)
    
    
    17,487
    
    
    
    17,140Short-term loans from the immediate holding company (note 15)
    
    
    1,732
    
    
    
    1,732Income tax liabilities (note 10)
    
    
    7,059
    
    
    
    10,627Other current liabilities
    
    
    5,496
    
    
    
    6,772Total current liabilities
    
    
    111,909
    
    
    
    158,808Other liabilities
    
    
    546
    
    
    
    822Deferred tax liabilities (note 10)
    
    
    1,005
    
    
    
    1,581Total liabilities
    
    
    113,460
    
    
    
    161,211Commitments and contingencies (notes 12 and 14)APWC shareholders equity (note 8):Common stock, $0.01 par value:Authorized shares of 50,000,000 shares at December 31, 2009
and 2010Issued and outstanding shares  13,830,769 shares
    
    
    138
    
    
    
    138Additional paid-in capital
    
    
    111,541
    
    
    
    111,541Retained earnings
    
    
    25,908
    
    
    
    40,229Accumulated other comprehensive (loss) income (note 11)
    
    
    (10,195
    )
    
    
    1,286Total APWC shareholders equity
    
    
    127,392
    
    
    
    153,194Non-controlling interests
    
    
    55,200
    
    
    
    72,518Total shareholders equity
    
    
    182,592
    
    
    
    225,712Total liabilities and shareholders equity
    
    $
    296,052
    
    
    $
    386,923
  F-5




---



##### 



Year ended December 31,2008
    
    
    2009
    
    
    2010Net salesManufactured products (sales to related parties amounted to
$5,855 in 2008, $4,144 in 2009 and $3,860 in 2010 (note 15))
    
    $
    447,848
    
    
    $
    300,121
    
    
    $
    418,623Distributed products
    
    
    32,415
    
    
    
    28,102
    
    
    
    27,107Sales, delivery and installation of wires and cables
    
    
    20,535
    
    
    
    34,008
    
    
    
    23,600500,798
    
    
    
    362,231
    
    
    
    469,330Costs of sales (purchases from related parties amounted to
$57,401 in 2008, $59,785 in 2009 and $49,985 in 2010)Manufactured products
    
    
    (410,581
    )
    
    
    (280,085
    )
    
    
    (360,567
    )Distributed products
    
    
    (30,831
    )
    
    
    (26,585
    )
    
    
    (25,691
    )Sales, delivery and installation of wires and cables
    
    
    (21,491
    )
    
    
    (33,119
    )
    
    
    (23,358
    )Recovery (allowance) for inventory reserve
    
    
    (25,145
    )
    
    
    23,949
    
    
    
    1,974(488,048
    )
    
    
    (315,840
    )
    
    
    (407,642
    )Gross profit
    
    
    12,750
    
    
    
    46,391
    
    
    
    61,688Selling, general and administrative expenses
    
    
    (29,032
    )
    
    
    (28,715
    )
    
    
    (32,511
    )Recovery (allowance) for doubtful accounts
    
    
    (12
    )
    
    
    860
    
    
    
    1,317Impairment of long-lived assets
    
    
    
    
    
    
    (77
    )
    
    
    Income (loss) from operations
    
    
    (16,294
    )
    
    
    18,459
    
    
    
    30,494Exchange gain (loss), net
    
    
    (1,712
    )
    
    
    528
    
    
    
    3,041Interest income
    
    
    990
    
    
    
    458
    
    
    
    602Interest expense
    
    
    (5,769
    )
    
    
    (2,597
    )
    
    
    (2,561
    )Share of net (loss) gain of equity investees
    
    
    (142
    )
    
    
    (40
    )
    
    
    (21
    )Impairment of investments
    
    
    
    
    
    
    
    
    
    
    (346
    )Gain on liquidation of subsidiaries
    
    
    
    
    
    
    568
    
    
    
    Other income, net
    
    
    2,859
    
    
    
    2,196
    
    
    
    1,069Income (loss) before income taxes
    
    
    (20,068
    )
    
    
    19,572
    
    
    
    32,278Income taxes (note 10)
    
    
    (2,132
    )
    
    
    (5,344
    )
    
    
    (6,891
    )Net income (loss)
    
    
    (22,200
    )
    
    
    14,228
    
    
    
    25,387Less: Net loss (income) attributable to non-controlling
interests
    
    
    8,551
    
    
    
    (4,139
    )
    
    
    (11,247
    )Net income (loss) attributable to APWC
    
    $
    (13,649
    )
    
    $
    10,089
    
    
    $
    14,140Basic and diluted income (loss) per share
    
    $
    (0.99
    )
    
    $
    0.73
    
    
    $
    1.02Basic and diluted weighted average common shares outstanding
    
    
    13,830,769
    
    
    
    13,830,769
    
    
    
    13,830,769
  F-6




---



##### 



AccumulatedotherCommon
    
    
    Additional
    
    
    Retained
    
    
    comprehensiveStock
    
    
    paid-in capital
    
    
    earnings
    
    
    income (loss)
    
    
    TotalBalance at January 1, 2008
    
    $
    138
    
    
    $
    111,541
    
    
    $
    29,468
    
    
    $
    (4,364
    )
    
    $
    136,783Comprehensive lossNet loss
    
    
    
    
    
    
    
    
    
    
    (13,649
    )
    
    
    
    
    
    
    (13,649
    )Other comprehensive income (loss) , net
of taxCurrency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,994
    )
    
    
    (8,994
    )Pension liability adjustments (note 16)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    7Unrealized loss on available-for-sale
securities  net of income tax of $27
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18
    )
    
    
    (18
    )Other comprehensive loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,005
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,654
    )Balance at December 31, 2008
    
    
    138
    
    
    
    111,541
    
    
    
    15,819
    
    
    
    (13,369
    )
    
    
    114,129Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    10,089
    
    
    
    
    
    
    
    10,089Other comprehensive income (loss), net
of taxCurrency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,177
    
    
    
    3,177Pension liability adjustments (note 16)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (4
    )Unrealized loss on sale of
available-for- sale securities 
net of income tax of $-18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1Other comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,174Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,263Balance at December 31, 2009
    
    
    138
    
    
    
    111,541
    
    
    
    25,908
    
    
    
    (10,195
    )
    
    
    127,392Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    14,140
    
    
    
    
    
    
    
    14,140Other comprehensive income (loss), net of taxCurrency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,027
    
    
    
    12,027Pension liability adjustments (note 16)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (472
    )
    
    
    (472
    )Increase in shareholding in a subsidiary
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    
    
    
    
    181Transfer to loss on impairment of
investment  unrealized loss on sale
of available-for-sales securities, net
of income tax of $84
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    (74
    )Other comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,481Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,802Balance at December 31, 2010
    
    $
    138
    
    
    $
    111,541
    
    
    $
    40,229
    
    
    $
    1,286
    
    
    $
    153,194
  F-7




---



##### 



Year ended December 31,2008
    
    
    2009
    
    
    2010Operating activities:Net income (loss)
    
    $
    (13,649
    )
    
    $
    10,089
    
    
    $
    14,140Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:Loss (gain) on disposal of property, plant and equipment
    
    
    (4
    )
    
    
    6
    
    
    
    (93
    )Depreciation
    
    
    7,646
    
    
    
    8,941
    
    
    
    6,857Deferred income taxes
    
    
    (145
    )
    
    
    1,196
    
    
    
    (213
    )(Recovery) allowance for doubtful accounts
    
    
    12
    
    
    
    (860
    )
    
    
    (1,317
    )(Recovery) allowance for inventory reserve
    
    
    25,145
    
    
    
    (23,949
    )
    
    
    (1,974
    )Share of net loss of equity investees
    
    
    142
    
    
    
    40
    
    
    
    21Impairment of long-lived assets
    
    
    
    
    
    
    77
    
    
    
    Impairment of investments
    
    
    
    
    
    
    
    
    
    
    346Gain on liquidation of subsidiaries
    
    
    
    
    
    
    (568
    )
    
    
    Pension liability adjustments
    
    
    7
    
    
    
    (4
    )
    
    
    14Non-controlling interests
    
    
    (8,551
    )
    
    
    4,139
    
    
    
    11,247Foreign currency translation adjustment
    
    
    2,889
    
    
    
    623
    
    
    
    (284
    )Changes in operating assets and liabilities
net of acquisitions of business:Accounts receivable
    
    
    36,193
    
    
    
    (552
    )
    
    
    (31,779
    )Inventories
    
    
    7,724
    
    
    
    30,069
    
    
    
    (8,595
    )Other current assets
    
    
    406
    
    
    
    2,470
    
    
    
    (1,510
    )Amounts due to related parties
    
    
    (4,274
    )
    
    
    (7,303
    )
    
    
    (4,026
    )Other long term assets
    
    
    
    
    
    
    740
    
    
    
    1,165Accounts payable, accrued expenses and other liabilities
    
    
    6,506
    
    
    
    (6,747
    )
    
    
    13,365Net cash provided by (used in) operating activities
    
    
    60,047
    
    
    
    18,407
    
    
    
    (2,636
    )Investing activities:Decrease (increase) in restricted short-term bank deposits
    
    
    1,941
    
    
    
    2,428
    
    
    
    (3,066
    )Increase (decrease) in unrestricted short-term bank deposits
    
    
    (5,906
    )
    
    
    7,756
    
    
    
    Purchases of property, plant and equipment
    
    
    (3,383
    )
    
    
    (3,260
    )
    
    
    (3,653
    )Proceeds from disposal of property, plant and equipment
    
    
    416
    
    
    
    153
    
    
    
    147Decrease in investment in equity investee
    
    
    
    
    
    
    800
    
    
    
    Proceeds from disposal of other assets
    
    
    2,368
    
    
    
    
    
    
    
    Purchases of other assets
    
    
    (592
    )
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (5,156
    )
    
    
    7,877
    
    
    
    (6,572
    )Financing activities:Repayments of long-term debt
    
    
    (240
    )
    
    
    
    
    
    
    Repayments of bank loans
    
    
    (54,643
    )
    
    
    (30,733
    )
    
    
    (19,608
    )Proceeds from bank loans
    
    
    10,431
    
    
    
    9,023
    
    
    
    46,021Net cash (used in) provided by financing activities
    
    
    (44,452
    )
    
    
    (21,710
    )
    
    
    26,413Effect of exchange rate changes on cash and cash equivalents
    
    
    (2,056
    )
    
    
    (550
    )
    
    
    4,478Net increase in cash and cash equivalents
    
    
    8,383
    
    
    
    4,024
    
    
    
    21,683Cash and cash equivalents at beginning of year
    
    
    29,127
    
    
    
    37,510
    
    
    
    41,534Cash and cash equivalents at end of year
    
    $
    37,510
    
    
    $
    41,534
    
    
    $
    63,217Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    6,037
    
    
    $
    2,918
    
    
    $
    2,056Cash paid for income taxes
    
    
    5,177
    
    
    
    1,900
    
    
    
    3,547
  F-8




---



##### 



1.
    
    ORGANIZATION AND PRINCIPAL ACTIVITIES
 Asia Pacific Wire & Cable Corporation Limited (APWC or the Company), which is a
subsidiary of Pacific Electric Wire & Cable Co., Ltd. (PEWC), a Taiwanese company, was
incorporated as an exempted company in Bermuda on September 19, 1996 under the Companies Act
1981 of Bermuda (as amended) for the purpose of acting as a holding company. The Company is
principally engaged in owning operating companies engaged in the power cable,
telecommunication cable, enameled wire and electronic cable industry.
 The Companys operating subsidiaries (the Operating Subsidiaries) are engaged in the
manufacturing and distribution of telecommunications, power cable and enameled wire products
in Singapore, Thailand, Australia, the Peoples Republic of China (PRC) and other markets
in the Asia Pacific region. Major customers of the Operating Subsidiaries include government
organizations, electric contracting firms, electrical dealers, and wire and cable factories.
The Companys operating subsidiaries engage also in the distribution of certain wire and
cable products manufactured by PEWC and third parties. In certain markets, the Company also
provides project engineering services to customers through its SDI (Supply Distribution and
Installation) business segment.
 On June 28, 2007, SOF Investment, L.P. (SOF), a Delaware limited partnership controlled by
MSD Capital, L.P. acquired 20% of the issued and outstanding shares of the Company from a
private equity investor and entered into a shareholders agreement with the Company and
PEWC. On March 30, 2009, SOF sold 10.2% of the issued and outstanding shares of the Company
to PEWC. The remaining 24.6% of the issued and outstanding common stock are publicly traded
on NASDAQ, as of April 29, 2011, and were publicly traded on the Over-the-Counter Bulletin
Board (OTC BB) prior to that date. The sale results in PEWC holding 65.6% of the equity of
the Company and SOF holding 9.8%.Share Capital
 On September 8, 2008, the Companys shareholders approved an increase to the authorized
share capital from 20,000,000 Common Shares, par value $0.01 per share, to 50,000,000
Common Shares, par value $0.01 per share.
  Percentage ofEquity interestAs of December 31,Place of incorporation and operations
    
    2009
    
    
    2010The British Virgin IslandsAsia Pacific Wire & Cable General Holdings Ltd
    
    
    100
    %
    
    
    100
    %PRC (APWC) Holding Ltd.
    
    
    100
    %
    
    
    100
    %Samray Inc.
    
    
    100
    %
    
    
    100
    %Siam (APWC) Holdings Ltd.
    
    
    100
    %
    
    
    100
    %Moon View Ltd.
    
    
    100
    %
    
    
    100
    %Trigent Investment Holdings Limited
    
    
    100
    %
    
    
    100
    %Crown Century Holdings Ltd.
    
    
    100
    %
    
    
    100
    %
 F-9




---



##### 



1.
    
    ORGANIZATION AND PRINCIPAL ACTIVITIES(continued)
 Percentage ofEquity interestAs of December 31,Place of incorporation and operations
    
    2009
    
    
    2010SingaporeSigma Cable Company (Private) Limited (Sigma Cable)
    
    
    98.3
    %
    
    
    98.3
    %Sino-Sin Trading Pte. Ltd. (Sino-Sin) **
    
    
    0
    %
    
    
    0
    %Sigma-Epan International Pte Ltd. (Sigma-Epan)
    
    
    100
    %
    
    
    100
    %Epan Industries Pte Ltd.
    
    
    100
    %
    
    
    100
    %Epan Data-Comm System Pte Ltd
    
    
    100
    %
    
    
    100
    %Singvale Pte Ltd (Singvale)
    
    
    100
    %
    
    
    100
    %MalaysiaElecain Industry Sdn. Bhd.
    
    
    92.6
    %
    
    
    92.6
    %Sigma-Epan Malaysia Sdn. Bhd.
    
    
    100
    %
    
    
    100
    %The Peoples Republic of ChinaNingbo Pacific Cable Co., Ltd. (Ningbo Pacific)
    
    
    94.31
    %
    
    
    94.31
    %Shanghai Yayang Electric Co., Ltd. (Shanghai Yayang)
    
    
    54.41
    %
    
    
    54.41
    %Shandong Pacific Fiber Optics Co.Ltd (SPFO)
    
    
    51
    %
    
    
    51
    %Pacific Electric Wire & Cable (Shenzhen) Co., Ltd (PEWS)
    
    
    100
    %
    
    
    100
    %Hong KongCrown Century Holdings Limited (CCH (HK))
    
    
    100
    %
    
    
    100
    %AustraliaAustralia Pacific Electric Cable Pty Limited (APEC)
    
    
    98.53
    %
    
    
    99.40
    %ThailandCharoong
Thai Wire and Cable Public Company Limited (Charoong Thai)*
    
    
    50.93
    %
    
    
    50.93
    %Siam Pacific
Electric Wire & Cable Company Limited (Siam-Pacific)
    
    
    50.93
    %

    
    
    50.93
    %Pacific-Thai
Electric Wire & Cable Company Limited (Pacific-Thai)
    
    
    50.93
    %
    
    
    50.93
    %Hard Lek Limited (Hard Lek)
    
    
    73.98
    %
    
    
    73.98
    %APWC (Thailand) Co., Ltd
    
    
    99.48
    %
    
    
    99.48
    %
 
 F-10




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##### 



1.
    
    ORGANIZATION AND PRINCIPAL ACTIVITIES(continued)
 Percentage ofEquity interestAs of December 31,Place of incorporation and operations
    
    2009
    
    
    2010ThailandPEWC (Thailand) Co., Ltd
    
    
    99.48
    %
    
    
    99.48
    %CTW Beta Co. Ltd.
    
    
    50.89
    %

    
    
    50.89
    %Siam Fiber Optics Co. Ltd
    
    
    30.56
    %
    
    
    30.56
    %MyanmarMyanmar Sigma Cable Co., Ltd. (Not active)
    
    
    78.59
    %
    
    
    78.59
    %
  Percentage ofEquity interestAs of December 31,Place of incorporation and operations
    
    2009
    
    
    2010The Peoples Republic of ChinaShandong Huayu Pacific Fibre Optics
Communications Co., Ltd. (Shandong Huayu)
    
    
    48.73
    %
    
    
    48.73
    %Shandong Pacific Rubber Cable Co., Ltd. (SPRC)
    
    
    25.00
    %
    
    
    25.00
    %ThailandSiam Pacific Holding Company Limited (SPHC)
    
    
    49.00
    %
    
    
    49.00
    %Loxley Pacific Co., Ltd. (Lox Pac)
    
    
    21.39
    %
    
    
    21.39
    %
 
 *
    
    Charoong Thai is listed on the Stock Exchange of Thailand and is
engaged in the manufacturing of wire and cable products for the power and
telecommunications industries in Thailand.**
    
    Sino-Sin commenced its liquidation process on November 20, 2008 and the
liquidation was completed in July 2009. F-11




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##### 



1.
    
    ORGANIZATION AND PRINCIPAL ACTIVITIES(continued)
 Acquisitions accounted for as purchases and disposals undertaken by the Company during the
years ended December 31, 2008, 2009 and 2010 included the following:
 In 2002, three wholly owned subsidiaries of Sigma-Epan were placed into liquidation. In
April 2009, the liquidator received the clearance letters from government authorities of
Singapore relating to the dissolution of three subsidiaries of Sigma-Epan. On May 22, 2009,
Sigma-Epan conducted a final meeting to dissolve the subsidiaries. As at the previous
balance sheet date, the Companys balance sheet includes liabilities of US$568 resulting
from these subsidiaries which is recognized as gain on liquidation of subsidiaries in 2009.
On 31 March 2010, CCH acquired 51% of APEC shares from Sigma Cable, thereby increasing the
Companys interest in APEC from 98.53% to 99.40%. On 14 April 2010, CCH acquired 100% of
Sigma Epan from Samray, the Companys interest in Sigma-Epan has not changed and Sigma-Epan
remains as a wholly owned subsidiary of the Company.
 The Company was listed on the New York Stock Exchange in March 1997. On December 24, 2001,
the staff of the New York Stock Exchange (NYSE) announced that it had determined that the
trading of the common stock of APWC should be suspended prior to December 31, 2001. The
decision was reached in view of the fact that the Company had fallen below NYSEs continued
listing standards regarding: average global market capitalization over a consecutive 30
trading-day period of not less than $15 million; and average closing price of a security of
not less than one (1) dollar over a consecutive 30 trading-day period. Following the
delisting of the Companys common stock on the NYSE, the Companys common stock was traded
under the ticker AWRCF, on the Over-the-Counter Bulletin Board (OTC BB), operated by the
National Association of Securities Dealers, Inc. (NASD). After the Company failed to
timely file its annual report on Form 20-F for the 2004 fiscal year, the Company was
delisted from the OTC BB in August 2005 and thereafter time its shares of common stock were
quoted on the pink sheets market by Pink Sheets LLC, a privately owned company that
provides pricing and financial information for over-the-counter securities. On April 9,
2008, the Company listed and began trading its common shares on the OTC BB after completing
all reporting requirements and filing all outstanding financial reports with the SEC. The
Company is subject to the reporting requirements under the Securities Exchange Act of 1934.
On April 29, 2011, the Companys common stock commenced trading on NASDAQ (Capital Markets).
 Put Right and Option
 Under the terms of the Amended Shareholders Agreement, SOF has the right and option (but
not the obligation) to sell to PEWC upon the occurrence of a Put Event (defined below), and
PEWC agreed to purchase from SOF upon the occurrence of a Put Event, all Registrable
Securities then owned by SOF (the Put Shares), for an amount equal to the Put Price
(defined below) together with interest (calculated on the basis of a 360 day year) on the
Put Price, computed (x) from June 28, 2007 through May 31, 2010 at a rate per annum that
shall be equal to the Libor Rate plus fifty (50) basis points (compounded annually), and (y)
from June 1, 2010 until the Put Closing (defined below) at a rate per annum that shall be
equal to the Libor Rate plus one hundred and fifty (150) basis points (compounded annually)
(the Put Right). If the Put Event terminates prior to the closing of such Put Right, the
exercise of the Put Right is deemed rescinded and the transaction relating to the Put Right
is deemed cancelled, but this will not terminate the existence of a future Put Right upon
the triggering of a future Put Event.
 A Put Event means any date (i) after March 11, 2009 whereby an Event has occurred and
continues to occur, or (ii) after February 1, 2011 whereby the shares are not listed on a US
Securities Market, which means any of the NASDAQ Stock Market, Inc. (Global Market or Global
Select Market), the NYSE, in conjunction with a dual listing on, or a transfer from, a US
Securities Market, Alternext U.S. (f/k/a the American Stock Exchange LLC), the New York
Stock Exchange LLC or one or more of the principal or secondary exchanges for the public
trading of equity securities in any of Hong Kong, Tokyo or Singapore. The Put Price means
for (i) shares purchased pursuant to the Purchase Agreement, an aggregate amount equal to
the product of (a) the number of shares being sold and (b) US$4.35 and (ii) Shares purchased
under preemptive right provisions of the Amended Shareholders Agreement, and aggregate
amount equal to the purchase price thereof.
 F-12




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##### 



1.
    
    ORGANIZATION AND PRINCIPAL ACTIVITIES(continued)
 The Shareholders Agreement does not contain any provisions that impose any purchase,
reimbursement or financing obligations on the Company in the event that SOF exercises the
Put Right. The Put Right is an obligation solely of PEWC and not of the Company. However,
for the avoidance of doubt and as a re-affirmation that the financial and other obligation
to SOF in the event of an exercise of the Put Right rest exclusively with PEWC, the Company has, on March 27,
2009, entered into a Non-Recourse Confirmation Agreement with PEWC whereby PEWC (i)
covenants that it has no put right against the Company relating to the Put Shares and that
PEWCs obligations to SOF are without recourse to the Company, (ii) waives any such right
should it arise in the future, and (iii) agrees that it shall not cause the Company,
directly or indirectly, to incur any costs associated with the exercise of the Put Right.
 The Shareholders Agreement provides, and the Non-recourse Confirmation Agreement confirms,
that the Put Right is solely the obligation of PEWC. The Company has no purchase,
reimbursement or financing obligations in the event that SOF exercises the Put Right. As
such, the Company has classified the Put Shares as equity in the accompanying financial
statements.
 Subsequent to the balance sheet date, the Company received an approval letter from Nasdaq on
April 13, 2011 for the listing of its common stock on Nasdaq, with APWC as the trading
symbol and, as noted, on April 29, 2011, the Companys common stock commenced trading on
NASDAQ (Capital Markets), which tier does not fit within the definition of a national
Securities Market, as provided in the Shareholders Agreement. The Company intends to
apply to list the common shares on the Global Markets tier after the Company is satisfied
that it qualifies in all respect for that tier. The Company is not aware of that SOF has
taken any action with respect to the common shares held by it up to date.
 2.
    
    BASIS OF PRESENTATION
 The consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America (US GAAP). The basis of accounting
differs from that used in the statutory financial statements of the Companys subsidiaries
and equity investee companies, which are prepared in accordance with the accounting
principles generally accepted in their respective countries of incorporation. In the
opinion of management, the consolidated financial statements have reflected all costs
incurred by the Company and its subsidiaries in operating the business.
 All dollar amounts in the financial statements and in the notes herein are U.S. Dollars
(US$) unless otherwise designated.
 3.
    
    CHANGES IN PRESENTATION OF COMPARATIVE FINANCIAL STATEMENTS
 To conform with the current years presentation, the office equipment of $3,829 and the
inventory consigned to others of $1,655 previously presented in the 2009 financial statement
have been reclassified to the machinery and equipment and finished goods, respectively. The
reclassifications had no effect on financial condition, gross profit, income (loss) from
operations or net income (loss).
 F-13




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##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESPrinciples of ConsolidationThe consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany
accounts and transactions have been eliminated on consolidation. The Companys investments for which its ownership
exceeds 20%, but which are not majority-owned or controlled, are accounted for using the equity method if the Company has
the ability to exercise significant influence over the companies operating and financial policies. When
the Companys carrying value in an equity investee company is reduced to zero, no further losses are recorded in the Companys consolidated
financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company
subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.Use of EstimatesThe preparation of the consolidated financial statements in conformity with
generally accepted accounting principles accepted in the United States requires
management to make estimates, judgements, and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.Cash and Cash EquivalentsThe Company considers all highly liquid investments with an original maturity of three
months or less when purchased to be cash equivalents.InventoriesInventories are valued at the lower of cost or market value. Cost is determined using the
first-in, first-out or weighted average method.If the expected sales price less completion costs and costs to execute sales (net
realizable value) is lower than the carrying amount, a write-down is charged to
expenses in cost of sales for the amount by which the carrying amount exceeds its net
realizable value. When the finished goods that were previously written down to net
realizable value are subsequently sold at above net realizable value, a recovery is
credited to cost of sales. See Note 9  Valuation and Qualifying Accounts.Income TaxesIn 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB)
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109. (codified within FASB Accounting Standards
Codification (ASC) 740, Income Taxes). FASB ASC 740 contains a two-step approach to
recognizing and measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates it is
more likely than not that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure the tax
benefit as the largest amount, which is more than 50% likely of being realized upon ultimate
settlement. The Company considers many factors when evaluating and estimating its tax
positions and tax benefits, which may require periodic adjustments and which may not
accurately anticipate actual outcomes. The Companys policy is to recognize interest expense
and penalties related to income tax matters as a component of income tax expense.Current income tax expense is the amount of income taxes expected to be payable for the
current year. Deferred income tax balances reflect the effects of temporary differences
between the carrying amounts of assets and liabilities and their tax basis and are stated at
enacted tax rates expected to be in effect when taxes are actually paid or recovered. FASB
ASC 740,requires that deferred tax assets be evaluated for future realization and reduced
by a valuation allowance to the extent the Company believes a portion will not be realized.
The Company considers many factors when assessing the likelihood of future realization of
its deferred tax assets, including its recent cumulative earnings experience and expectations of future taxable income by taxing jurisdiction, the
carry-forward periods available to the
 F-14




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##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Income Taxes (contd)Company for tax reporting purposes, and other
relevant factors. Deferred income tax expense (benefit) is the net change during the year in
the deferred income tax asset or liability.Property, Plant and EquipmentProperty, plant and equipment are stated at cost less depreciation and any impairment
losses. Asset leases qualifying as capital leases are also included in property, plant and
equipment. Major renewals and improvements are capitalized and minor replacements,
maintenance, and repair expenses are charged to current operations as incurred. Depreciation
is computed using the straight-line method over the estimated useful lives of the assets or
the respective lease term, whichever is shorter, as follows:
 Land
    
    NilLand use rights
    
    15  50 yearsBuildings
    
    5  30 yearsMachinery and equipment
    
    5  10 yearsMotor vehicles
    
    3  10 yearsOffice equipment
    
    3  10 years
 Depreciation for 2008, 2009 and 2010 amounted to $7,646, $8,941 and $6,857, respectively.
No depreciation expense is charged for construction in progress and machinery and
equipment under installation.Capitalized interest on construction in progress is added to the cost of the underlying
asset and is depreciated over the estimated useful life of the asset in the same manner
as the underlying asset. No interest is capitalized in 2009 and 2010.When property and equipment are retired, sold or otherwise disposed of, the assets
carrying amount and related accumulated depreciation are removed from the accounts and
any gain or loss is included in operations.In 2006, the Company terminated the Ningbo Pacific joint venture and liquidated its major
equipment at the Ningbo Pacific facility. In October 2009, the Company has made a resolution
to acquire additional 5.42% shareholding of Ningbo Pacific from the Republic of China
(PRC) joint venture partner. The Company plans to resume manufacturing operation with new
constructed facilities at the Ningbo Pacific site. The acquisition of additional
shareholding is expected to be completed in early 2012.GoodwillGoodwill represents the excess of the cost of purchased business over the fair value of the
underlying net assets.Goodwill, including goodwill associated with equity method investments, is not amortized,
but tested for impairment at least annually or more frequently if circumstances indicate
that impairment may exist. The Company identifies potential goodwill impairment by
comparing the fair value of a reporting unit with its carrying amount, including goodwill.
The Company determines fair value using a discounted cash flow approach. If the fair value
of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not
considered impaired. If the carrying amount of a reporting unit exceeds its fair value, the
amount of goodwill impairment loss, if any, must be measured. The Company measures the
amount of goodwill impairment loss by comparing the implied fair value of goodwill with the
carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill
exceeds the implied fair value of goodwill, an impairment loss is recognized as an operating
expense.
 F-15




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##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)Goodwill (contd)Goodwill primarily resulted from a business combination. The Company adopted ASC 350,
Intangibles-Goodwill and Other, effective January 1, 2002. Under ASC 350, goodwill is no
longer amortized but is subject to periodic impairment tests. ASC 350 defines a reporting
unit as an operating segment or one level below an operating segment (referred to as a
component). A component of an operating segment is a reporting unit if the component
constitutes a business for which discrete financial information is available and segment
management regularly reviews the operating results of that component. Upon adoption of ASC
350, the Company allocated the entire amount of goodwill to the manufactured products
segment.In accordance with ASC 350, the Company reviews goodwill for impairment on an annual basis
(December 31) or more frequently if events or circumstances indicate that the carrying
values may not be recoverable. Based on the Companys assessment conducted as of December
31, 2008, 2009 and 2010, no impairment was indicated. Total goodwill was $8,801, $8,801 and
$8,801 as of December 31, 2008, 2009 and 2010, respectively.InvestmentsManagement determines the appropriate classification of its investment at the time of
purchase and re-evaluates such designation as of each balance sheet date.The Company accounts for its long-term investments that represent less than 20 percent
ownership using ASC 320, Investments  Debt and Equity Securities (ASC 320). Equity
securities are classified as available-for-sale, as the Company does not trade in these
securities, but rather they are held as longer term investments due to business
relationships with the entities. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses, net of tax, reported in a separate component of
shareholders equity. Realized gains and losses and declines in values judged to be
other-than-temporary on available-for-sale securities are included in investment income.
The cost of securities sold is based on the specific identification method. Interest and
dividends on securities classified as available-for-sale are included in investment income.Investments in which the Company does not have a controlling interest or an ownership voting
interest to exert significant influence, and which are not publicly traded are accounted for
at cost.A judgmental aspect of accounting for investments (including investments in equity
investees) involves determining whether an other-than-temporary decline in value of the
investment has been sustained. If it has been determined that an investment has sustained
an other-than-temporary decline in its value, the investment is written down to its fair
value, by a charge to earnings. Such evaluation is dependent on the specific facts and
circumstances. Factors that are considered by the Company in determining whether an
other-than-temporary decline in value has occurred include: the market value of the security
in relation to its cost basis; the financial condition of the investee; and the intent and
ability to retain the investment for a sufficient period of time to allow for recovery in
the market value of the investment.In 2008, 2009 and 2010, the Company recorded an impairment charge of $nil, $nil and $346,
respectively, related to investment in certain available-for-sale securities.Impairment of Long-Lived AssetsThe Company accounts for impairment of long-lived assets in accordance with ASC 360,
Property, Plant and Equipment. Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. In such instances, the Company estimates the undiscounted future cash flows
that result from the use of the asset and its ultimate disposition. If the sum of the
undiscounted cash flows is less than the carrying value, the Company recognizes an
impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset, determined principally using discounted
cash flows.
 F-16




---



##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)In 2009, the Company recorded an impairment charge of $77 related to the
impairment of a factory in Thailand (included in the manufactured products segment)
that is not being used for operation. The impairment charge was recorded to reduce the
carrying value of the identified assets to fair values. Fair values were derived using
a variety of methodologies, including cash flow analysis, estimates of sales proceeds
and independent appraisals. Where cash flow analyses were used to estimate fair values,
key assumptions employed, included estimates of future growth, estimates of gross
margins and estimates of the impact of inflation. The charges were primarily the result
of managements revised outlook due to the prolonged unfavorable market conditions.Trade Account Receivable and Allowance for Doubtful AccountsTrade accounts receivable are stated at face value less any allowances for doubtful
accounts. The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. Management
considers the following factors when determining the collectability of specific customer
accounts: customer credit-worthiness, customer financial condition, past transaction history
with the customer, current economic industry trends, and changes in customer payment terms.Revenue RecognitionSales represents the invoiced value of goods sold, net of value added tax and returns,
commission income earned on distribution activities, and service fee income on installation
activities. Revenue is recognized to the extent that it is probable that the economic
benefits will flow to the Company and the revenue can be reliably measured. The following
specific recognition criteria must also be met before revenue is recognized.Sales of goods and distribution activitiesThe Company recognizes revenue from the sale of goods and distribution activities upon
passage of title to the customer that coincides with their delivery and acceptance. This
method of revenue recognition is in accordance with ASC 605-15, Revenue
Recognition-Products.The Company classifies shipping and handling costs incurred within cost of sales.Installation activitiesThe Company recognizes revenue from installation activities using the
percentage-of-completion method, based on the customer certification of the distance of
cable laid with respect to the estimated total contract revenue, and in accordance with ASC
605-35, Revenue Recognition-Construction-Type and Production-Type Contracts.When elements such as installation and sale of cables are contained in a single arrangement,
or in related arrangements with the same customer, the Company allocates revenue to each
element based on its relative fair value in accordance with ASC 605-25, Revenue
Recognition-Multiple-Element Arrangements. The allocation of the fair value to the
delivered elements is limited to the amount that is not contingent on future delivery of
services or subject to customer-specified return or refund privileges.
 F-17




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##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)Product WarrantiesThe Company provides for the estimated cost of product warranties based on the warranty
policy and historical experience, and accrues for specific items at the time their existence
is known and the amounts are determinable. Historical warranty liability and related costs
have not been significant to the Companys operations.Foreign Currency Translation and TransactionsThe functional currency of the Companys international subsidiaries is generally
the local currency or U.S. Dollars. For these subsidiaries, the Company translates the
assets and liabilities at exchange rates in effect at the balance sheet date and income
and expense accounts at average exchange rates during the year. Resulting currency
translation adjustments are recorded directly to accumulated other comprehensive income
within stockholders equity. Gains and losses resulting from transactions in
non-functional currencies are recorded in the consolidated statement of operations.Foreign currency transactions are recorded at the applicable rates of exchange in effect at
the transaction dates. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated at the applicable rates of exchange
in effect at that date. Gains and losses from foreign currency transactions are
recorded in the consolidated statement of operations.Foreign Currency Forward ContractsThe Companys subsidiaries use forward foreign exchange contracts to reduce their exposure
to foreign currency risk for liabilities denominated in foreign currency. A forward foreign
exchange contract obligates the Company to exchange predetermined amounts of specified
foreign currencies at specified exchange rates on specified dates or to make an equivalent
U.S. dollar payment equal to the value of such exchange. Realized and unrealized gains and
losses on foreign exchange contracts are included as foreign exchange gains or losses in the
consolidated statement of operations.The Company recognizes derivative financial instruments in the consolidated financial
statements at fair value regardless of the purposes or intent for holding the instrument.
Changes in the fair value of derivative financial instruments are either recognized
periodically in income or in shareholders equity as a component of comprehensive income
depending on whether the derivative financial instruments qualify for hedge accounting, and
if so, whether they qualify as a fair value or cash flow hedge.Generally, changes in fair values of derivatives accounted for as fair value hedges are
recorded in income along with the portions of the changes in the fair value of the
hedged items that relate to the hedged risks. Changes in fair value of derivatives
accounted for as cash flow hedges, to the extent they are effective as hedges, are
recorded in other comprehensive income net of deferred taxes. Changes in fair value of
derivatives used as hedges of the net investment in foreign operations are reported in
other comprehensive income as part of the cumulative translation adjustment. Changes in
fair values of derivatives not qualifying as hedges are reported in income.As of December 31, 2008, 2009 and 2010, the Company has entered into forward exchange sale
contracts with notional values of $3,500, $nil and $nil, respectively. There were no
outstanding foreign forward exchange contracts as of December 31, 2010. The Company records
these contracts at fair value with the related gains and losses in the statement of
operations.
 F-18




---



##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)Copper Future ContractsCopper future contracts are designed to manage the Companys consolidated exposure to change
in inventory value due to fluctuations in market prices for selected operating units. The
commodity future contract is settled at net by paying/receiving the loss/gain related to the
contract in cash when contract expires. The Companys commodity future contracts positions
are marked to market at each balance sheet date and all unrealized gains and losses are
recognized in the statement of operations. To date, these contract positions have not had a
material effect on the companys financial position, results of operations or cash flow.Earnings (Loss) Per ShareBasic and diluted earnings (loss) per share are calculated in accordance with ASC 260,
Earnings Per Share. There are no dilutive equity instruments.Fair Value MeasurementsEffective January 1, 2008, the Company adopted the provisions of ASC 820, Fair Value
Measurements and Disclosures for financial assets and liabilities. Under ASC 820,
fair value is defined as the price that would have been received to sell an asset or
paid to transfer a liability (i.e., the exit price) in an orderly transaction between
market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820
establishes a hierarchy for inputs used in measuring fair value that maximizes the use
of observable inputs and minimizes the use of unobservable inputs by requiring that the
most observable inputs be used when available. Observable inputs are inputs that market
participants would use in pricing the asset or liability developed based on market data
obtained from sources independent of the Company. Unobservable inputs are inputs that
reflect the Companys assumptions about the assumptions market participants would use
in pricing the asset or liability developed based on the best information available in
the circumstances. The hierarchy is broken down into three levels based on the
observability of inputs as follows:
 
    
    Level 1  Valuations based on quoted prices in active markets for identical
assets that the Company has the ability to access. Valuation adjustments and block
discounts are not applied to Level 1 instruments. Since valuations are based on quoted
prices that are readily and regularly available in an active market, valuation of these
products does not entail a significant degree of judgment.
    
    Level 2  Valuations based on one or more quoted prices in markets that are
not active or for which all significant inputs are observable, either directly or
indirectly.
    
    Level 3  Valuations based on unobservable inputs which are supported by
little or no market activity and significant to the overall fair value measurement.
 The availability of observable inputs can vary from investment to investment and is
affected by a wide variety of factors, including, for example, the type of investment,
the liquidity of markets and other characteristics particular to the transaction. To
the extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more judgment and
the investments are categorizes as Level 3.The carrying amounts of financial instruments carried at cost, including cash and
cash equivalents, bank deposits, trade receivables, other current assets, trade
payables, related party balances and other liabilities approximate their fair value due
to the short-term maturities of such instruments.
 F-19




---



##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)Recent PronouncementsThe Financial Accounting Standards Board (FASB) issued FASB Accounting Standards
Codification (ASC) effective for financial statements issued for interim and annual periods
ending after September 15, 2009. The ASC is an aggregation of previously issued
authoritative U.S. generally accepted accounting principles (GAAP) in one comprehensive set
of guidance organized by subject area. In accordance with the ASC, references to previously
issued accounting standards have been replaced by ASC references. Subsequent revisions to
GAAP will be incorporated into the ASC through Accounting Standards Updates (ASU).In December 2007, FASB issued ASC 805, Business Combinations, which expands on the
required disclosures, better defines the acquirer and the acquisition date in a business
combination, and establishes principles for recognizing and measuring the assets acquired
(including goodwill), the liabilities assumed and any non-controlling interests in the
acquired business. FASB ASC 805 also requires an acquirer to record an adjustment to income
tax expense for changes in valuation allowances or uncertain tax positions related to
acquired businesses. FASB ASC 805 is effective for all business combinations with an
acquisition date in the first annual period following December 15, 2008; early adoption is
not permitted. The Company adopted this statement as of January 1, 2009 and the adoption has
had no impact to the consolidated financial statements.In February 2008, the FASB amended ASC 820, Fair Value Measurements and Disclosures, which
deferred the effective date of ASC 820 for one year for certain non-financial assets and
non-financial liabilities. The Company adopted this statement as of January 1, 2009 and the
adoption has had no impact on the Companys financial position and results of operations.In March 2008, the FASB amended ASC 815, Derivatives and Hedging, which requires
additional disclosures about the objectives of the derivative instruments and hedging
activities, the method of accounting for such instruments under ASC 815 and its related
interpretations, and a tabular disclosure of the effects of such instruments and related
hedged items on our financial position, financial performance, and cash flows. This
amendment will be effective for the Company in fiscal year 2010. The Company is currently
assessing the potential impact that adoption of this amendment may have on its financial
statements.In April 2009, the FASB amended ASC 820, Fair Value Measurements and Disclosures, in
which, if an entity determines that the level of activity for an asset or liability has
significantly decreased and that a transaction is not orderly, further analysis of
transactions or quoted prices is needed, and a significant adjustment to the transaction or
quoted prices may be necessary to estimate fair value in accordance with FASB ASC 820. The
Company adopted this amendment and there was no material impact on the financial position,
results of operations or cash flows.In May 2009, the FASB issued ASC 855, Subsequent Events. This Standard sets forth:
1) the period after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements; 2) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its financial
statements; and 3) the disclosures that an entity should make about events or transactions
that occurred after the balance sheet date. This Statement is effective for interim and
annual periods ending after June 15, 2009. The Company adopted this statement and there was
no impact on the financial position, results of operations or cash flows.
 F-20




---



##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)Recent Pronouncements (contd)In June 2009, the FASB issued the Update No. 2009-01-Topic 105-Generally Accepted Accounting
Principles-amendments based on-Statement of Financial Accounting Standards No. 168-The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles. The FASB Accounting Standards Codification will become the source of
authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to
be applied by nongovernmental entities. Rules and interpretive releases of the Securities
and Exchange Commission (SEC) under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. On the effective date of this Statement, the
Codification will supersede all then-existing non-SEC accounting and reporting standards.
All other non-grandfathered non-SEC accounting literature not included in the Codification
will become non-authoritative. This Statement is effective for financial statements issued
for interim and annual periods ending after September 15, 2009. The Company has adopted and
updated the accounting standards reference started in Form 20-F for the year ended December
31, 2009.In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, Measuring
Liabilities at Fair Value (ASU 2009-05) (codified within ASC 820 Fair Value Measurements
and Disclosures). ASU 2009-05 amends the fair value and measurement topic to provide
guidance on the fair value measurement of liabilities. ASU 2009-05 is effective for interim
and annual periods beginning after August 26, 2009. The adoption of the amendments to the
FASB Accounting Standards Codification resulting from ASU 2009-05 did not have a material
impact on the Companys consolidated financial statements.In October 2009, the FASB issued ASU No. 2009-13, Multiple Deliverable Revenue Arrangements
  a consensus of the FASB Emerging Issues Task Force (ASU 2009-13) (codified within ASC
Topic 605 Revenue Recognition). ASU 2009-13 addresses the accounting for
multiple-deliverable arrangements to enable vendors to account for products or services
(deliverables) separately rather than as a combined unit. ASU 2009-13 is effective
prospectively for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted. The Company is currently
evaluating the impact that the adoption of the amendments to the FASB Accounting Standards
Codification resulting from ASU 2009-13 may have on the Companys consolidated financial
statements.Effective January 1, 2010, the Company adopted the provisions of new accounting guidance
related to variable interest entities. The new guidance amended the variable interest
consolidation accounting model in ASC 810, Consolidation and included new disclosure
requirements for certain types of variable interest entities. The adoption of the new
provisions did not have an impact on the Companys Condensed Consolidated Financial
Statements.In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements an update to
Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and
Disclosures. The amendment requires disclosure of transfers of assets and liabilities into
and out of Level 1 and Level 2 of the fair value hierarchy, including the reasons and the
timing of the transfers and disclosure of valuation techniques and inputs for assets and
liabilities within Level 2 and Level 3 of the fair value hierarchy. Additionally, the
guidance requires expanded disclosure about assets and liabilities within Level 3. The new
guidance became effective for the Company on January 1, 2010, except for the new guidance
related to the expanded Level 3 disclosure, which is effective for periods beginning after
December 15, 2010. The Company did not have any transfers in or out of Level 1 and Level 2
fair value measurements during the nine-month period ended September 30, 2010; therefore,
the adoption of the new guidance did not have any impact on the Companys Condensed
Consolidated Financial Statements.
 F-21




---



##### 



4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)Recent Pronouncements (contd)In May 2009, the FASB issued ASC 855, Subsequent Events, which establishes general
standards of accounting for and disclosures of events that occur after the balance sheet
date, but before financial statements are issued or are available to be issued. This
guidance was effective for interim and annual periods ending after June 15, 2009. In
February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855), which
requires an SEC filer to evaluate subsequent events through the date that the financial
statements are issued, and removes the requirement to disclose a date in both issued and
revised financial statements. Revised financial statements include financial statements
revised as a result of either correction of an error or retrospective application of US
GAAP. It also clarifies that if the financial statements have been revised, then an entity
that is not an SEC filer should disclose both the date the financial statements were issued
or available to be issued and the date the revised financial statements were issued or
available to be issued. ASU No. 2010-09 is effective for the interim and annual periods
ending after June 15, 2010. The adoption of this guidance did not have an impact on the
Companys consolidated financial statements.In July 2010, the FASB issued an ASU 2010-20 (Topic 310) which amended accounting guidance
for receivables to require further disaggregated disclosures that improve financial
statement users understanding of (i) the nature of an entitys credit risk associated with
its financing receivables and (ii) the entitys assessment of that risk in estimating its
allowance for credit losses as well as changes in the allowance and the reasons for those
changes. The new and amended disclosures as of the end of a reporting period are effective
for interim and annual reporting periods ending on or after December 15, 2010. The
provisions of this accounting standard will not have an impact on the Companys consolidated
financial position or statement of operations, as its requirements are disclosure-only in
nature.In December 2010, the FASB issued ASU No. 2010-28, IntangiblesGoodwill and Other (Topic
350), which modifies Step 1 of the goodwill impairment test for reporting units with zero
or negative carrying amounts. For those reporting units, an entity is required to perform
Step 2 of the goodwill impairment test if it is more likely than not that a goodwill
impairment exists. In determining whether it is more likely than not that a goodwill
impairment exists, an entity should consider whether there are any adverse qualitative
factors indicating that an impairment may exist. ASU No. 2010-28 is effective for fiscal
years, and interim period within those fiscal years, beginning on or after December 15,
2010. The adoption of ASU No. 2010-28 is not expected to have any impact on the Companys
financial position, results of operations and cash flows.In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805),
which specifies that if a public entity presents comparative financial statements, the
entity should disclose revenue and earnings of the combined entity as though the business
combination(s) that occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. The amendments in this Update also expand the
supplemental pro forma disclosures under Topic 805 to include a description of the nature
and amount of material, nonrecurring pro forma adjustments directly attributable to the
business combination included in the reported pro forma revenue and earnings. ASU No.
2010-29 is effective for business combinations for which the acquisition date is after the
annual periods ending after December 15, 2010 and which early adoption is permitted. The
Company believes that the adoption of ASU No. 2010-29 may impact future business
combinations.
 F-22




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##### 



5.
    
    SHORT-TERM BANK DEPOSITS
 As of December 312009
    
    
    2010Restricted short-term bank deposits
    
    $
    13,145
    
    
    $
    17,422$
    13,145
    
    
    $
    17,422
 Restricted short-term bank deposits represent the amounts of cash pledged by four
subsidiaries to secure credit facilities granted by financial institutions.These bank deposits bear interest rates ranging from 0.325% to 4.6% and 0.06% to
1.98% per annum for the year 2009 and 2010, respectively.6.
    
    INVESTMENTSAs at December 31, 2009 and 2010, the Company held available-for-sale securities issued by a
minority shareholder of two of the Operating Subsidiaries.The following is a summary of these available-for-sale securities:
 Available-for-sales securitiesGross
    
    
    Gross
    
    
    Allowance for
    
    
    EstimatedUnrealized
    
    
    Unrealized
    
    
    impairment of
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    investments
    
    
    ValueDecember 31, 2009
Quoted equity securities
    
    $
    413
    
    
    $
    
    
    
    $
    (307
    )
    
    $
    
    
    
    $
    106December 31, 2010
Quoted equity securities
    
    $
    458
    
    
    $
    
    
    
    $
    
    
    
    $
    (366
    )
    
    $
    92
 The security above represents investment in TT&T Public Company Limited (TT&T), which has
been in a continuous unrealized loss position for more than 12 months. TT&T is listed on
the Stock Exchange of Thailand. Its principal activity is the operation of a provincial
telephone network throughout Thailand and services include, fixed line telephone, pay
phone, data communication and distribution of telephone equipment.During the year 2010, two of the Operating Subsidiaries, recorded allowance for impairment of
investment in TT&T as the decrease in fair value of these investment is significant and
prolonged. The Operating Subsidiaries used the fair value of TT&T shares as at 30 December
2010 as the basis for recording these transactions. The Company does not anticipate trading
in the security in near future; the security is accounted as long-term investment as at
December 31, 2010.
 F-23




---



##### 



6.
    
    INVESTMENTS(continued)A summary of the carrying values and balance sheet classification of all
investments in equity securities and available-for-sale securities disclosed above was
as follows:
 As of December 312009
    
    
    2010Available-for-sale securities
    
    $
    106
    
    
    $
    Short-term investments
    
    
    106
    
    
    
    Available-for-sale securities
    
    $
    
    
    
    $
    92Equity securities in privately-held companies and
other investments
    
    
    580
    
    
    
    652Long-term investments
    
    
    580
    
    
    
    744Total investments
    
    $
    686
    
    
    $
    744
 There were no realized gains on disposal of available-for-sale securities in 2008,
2009 and 2010, respectively. The net adjustment to unrealized losses on
available-for-sale securities was included as a separate component of shareholders
equity, net of income tax (expense) benefit of $(46), and $15 in 2008, and 2009,
respectively. The investment in available-for-sales securities includes an allowance
for impairment in 2010, net of income tax (expenses) benefit of $(253).The long-term investments in non-marketable securities are recorded at fair value. The
long-term investment consists of the investment in a privately owned Thai company, which is
engaged in the fabrication of copper rods. There is no impairment recognized in 2009 and
2010 because there is no event or change in circumstances that may have had a significant
adverse effect on the fair value of the investment. See Note 13  Financial Instruments.7.
    
    BANK LOANS AND OVERDRAFTSUnder line of credit arrangements for short-term debt with the Companys bankers, the
Company may borrow up to approximately $310,458 (2009: $279,863) on such terms as the
Company and the banks may mutually agree upon. These arrangements do not have termination
dates but are reviewed annually for renewal. As of December 31, 2010, the unused portion of
the credit lines was approximately $209,634 (2009: $211,244), which included unused letters
of credit amounting to $128,211 (2009: $141,235). Letters of credit are issued by the
Company in the ordinary course of business through major financial institutions as required
by certain vendor contracts. As of December 31, 2010, the Company had open letters of credit
totaling $53,724 (2009: $30,870). Liabilities relating to the letters of credit are included
in current liabilities.The credit lines of the Company were collateralized by:
 (i)
    
    Mortgage of the Companys land, buildings, machinery and equipment with a total
carrying amount of $17,177 at December 31, 2010 (2009: $24,913);
 F-24




---



##### 



7.
    
    BANK LOANS AND OVERDRAFTS(continued)
 (ii)
    
    Pledge of short-term deposits and accounts receivables of $16,104 at December
31, 2010 (2009: $13,145);(iii)
    
    A personal guarantee from a director of a subsidiary of the Company; and(vi)
    
    Corporate guarantees issued by the Company and a subsidiary of the Company.
 The weighted average interest rates on bank loans and overdrafts as of December 31, 2008,
2009 and 2010 were 5.3%, 4.4% and 3.6% per annum, respectively.8.
    
    DISTRIBUTION OF EARNINGSThe Companys ability to pay dividends is primarily dependent on the Company receiving
distributions from the Operating Subsidiaries and the equity investee companies.As described in Note 2  Basis of Presentation, the earnings reflected in the
financial statements prepared in accordance with US GAAP differ from those reflected in the
statutory financial statements of the Companys subsidiaries and equity investee companies.
In accordance with the relevant laws and regulations applicable to the Companys
subsidiaries and equity investee companies, the earnings available for distribution are
based on their respective statutory financial statements. The amount of the Companys
retained earnings available for distribution was approximately $24,814 and $37,162 as at
December 31, 2009 and 2010, respectively.
 F-25




---



##### 



9.
    
    VALUATION AND QUALIFYING ACCOUNTS
 CurrencyBalance at
    
    
    Net charge (credit)
    
    
    
    
    
    
    translation
    
    
    Balance at end ofDescription
    
    beginning of year
    
    
    to income
    
    
    Deduction
    
    
    adjustment
    
    
    yearYear ended December 31, 2008:Allowance for doubtful accounts
    
    $
    11,485
    
    
    $
    12
    
    
    $
    (1,031
    )
    
    $
    (822
    )
    
    $
    9,644Allowance for inventories- Net realizable value
    
    
    3,247
    
    
    
    25,144
    
    
    
    (142
    )
    
    
    (1,967
    )
    
    
    26,282- Obsolescence
    
    
    1,775
    
    
    
    1
    
    
    
    (1,164
    )
    
    
    (179
    )
    
    
    433Allowance for deferred tax assets
    
    
    1,485
    
    
    
    5,227
    
    
    
    
    
    
    
    (29
    )
    
    
    6,683$
    17,992
    
    
    $
    30,384
    
    
    $
    (2,337
    )
    
    $
    (2,997
    )
    
    $
    43,042Year ended December 31, 2009:Allowance for doubtful accounts
    
    $
    9,644
    
    
    $
    (860
    )
    
    $
    (326
    )
    
    $
    236
    
    
    $
    8,694Allowance for inventories- Net realizable value
    
    
    26,282
    
    
    
    (24,268
    )
    
    
    42
    
    
    
    1,158
    
    
    
    3,214- Obsolescence
    
    
    433
    
    
    
    319
    
    
    
    (6
    )
    
    
    35
    
    
    
    781Allowance for deferred tax assets
    
    
    6,683
    
    
    
    (4,781
    )
    
    
    
    
    
    
    587
    
    
    
    2,489$
    43,042
    
    
    $
    (29,590
    )
    
    $
    (290
    )
    
    $
    2,016
    
    
    $
    15,178Year ended December 31, 2010:Allowance for doubtful accounts
    
    $
    8,694
    
    
    $
    (1,317
    )
    
    $
    (1,063
    )
    
    $
    572
    
    
    $
    6,886Allowance for inventories- Net realizable value
    
    
    3,214
    
    
    
    (2,219
    )
    
    
    
    
    
    
    201
    
    
    
    1,196- Obsolescence
    
    
    781
    
    
    
    245
    
    
    
    
    
    
    
    93
    
    
    
    1,119Allowance for deferred tax assets
    
    
    2,489
    
    
    
    2,460
    
    
    
    
    
    
    
    (132
    )
    
    
    4,817$
    15,178
    
    
    $
    (831
    )
    
    $
    (1,063
    )
    
    $
    734
    
    
    $
    14,018
 During 2008, the decreases in commodity prices, including that of copper, resulted in a
write-down of the carrying cost of the Companys inventory as of December 31, 2008. Copper
prices on the London Metal Exchange (the LME) fell from an average monthly high of $8,685
per metric ton in April 2008 to only $3,072 per metric ton in December 2008. In addition,
sales towards the end of 2008 decreased due to the worldwide economic slowdown, which
resulted in a higher inventory level at year end. The decline in commodity prices and our
high inventory levels at December 31, 2008 resulted in an allowance of $25,144 for inventory
write-down to net realizable value, which was included in the cost of sales in 2008. The
allowance for inventory write-down to net realizable value is based on the Companys best
estimates of product sales prices and customer demands.
 During 2009, the copper prices on the LME have gradually risen from $3,220 in January 2009
to $6,981 in December 2009. A decrease of $24,268 in the net realizable value allowance for
inventories was recognized as a credit to cost of sales, for finished goods written down to
net realizable value in previous year, which were sold at above net realizable value in
2009.
 During 2010, the Company rigorous controls over raw-material inventory and long-term copper
future contacts lowered its exposure to the fluctuations in market prices for copper which
resulted in a significant reduction in the allowance in inventories.
 F-26




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##### 



10.
    
    INCOME TAXES
 Under current Bermuda law, the Company is not subject to tax on income or capital gains, nor
is withholding tax of Bermuda imposed upon payments of dividends by the Company to its
shareholders.
 The Companys investments in the Operating Subsidiaries are held through subsidiaries
incorporated in the British Virgin Islands (BVI). Under current BVI law, dividends from
the BVI subsidiaries investments are not subject to income taxes and no withholding tax is
imposed on payments of dividends by the BVI subsidiaries to the Company.
 The Operating Subsidiaries and equity investees are governed by the income tax laws of
Singapore, Thailand, Australia and the Peoples Republic of China. The corporate income tax
rate in Singapore was 18%, 17% and 17% for 2008, 2009 and 2010, respectively, and there is
no withholding tax on dividends applicable to the Company. For Thailand, the corporate
income tax rate was 30% for each of the three years ended December 31, 2010 and a
withholding tax of 10% is levied on dividends received by the Company. CTW is listed on
Stock Exchange of Thailand (SET), its applicable corporate income rate was 25% for the
first 300 million Baht of net profit and 30% for the amount exceeding 300 million Baht. In
Australia, the corporate income tax rate was 30% for 2008/2009, 2009/2010 and 2010/2011 tax
years. The applicable corporate income tax rate for the subsidiaries in the Peoples
Republic of China was 25% for each of the three years ended December 31, 2010.
 Pursuant to the Corporate Income Tax Law (the CIT Law) of the PRC that came into effect on
January 1, 2008, all the enterprises generally are subject to corporate income tax at an
effective rate of 25% on income as reported in their statutory accounts (2007: 33%). An
enterprise located in specially-designated regions or cities and eligible for the
preferential policy in the form of a reduced tax rate shall have five years from the time
when the CIT Law takes effect to transition progressively to the legally prescribed tax
rate. During this period, an enterprise that enjoyed the 15% corporate income tax rate shall
be subject to the 18% tax rate for the year 2008, 20% for the year 2009, 22% for the year
2010, 24% for the year 2011, and 25% for the year 2012.
 PEWS is located in Shenzhen, which is a region where preferential tax rates apply and
currently qualifies for a reduced rate of taxation of 18%, 20%, and 22% for the years 2008,
2009, and 2010, respectively. PEWS is the only subsidiary of the Company in the PRC that
qualifies for the preferential tax rates under the CIT Law. Under the CIT law,
dividend distributions of profits earned prior to January 1, 2008 to foreign investor(s) are
exempt from withholding tax; distribution of the profits earned after January 1, 2008 is
subject to withholding tax of 10%, reduced to 5% under the Arrangement between the Mainland
of China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation
and the Prevention of Fiscal Evasion with Respect to Taxes on Income provided that the Hong
Kong holding company. CCH is qualified as the beneficial owner of the dividend income
under Cuoshuiban [2009] No.601.
 F-27




---



##### 



10.
    
    INCOME TAXES(continued)
 Pre-tax income (loss) from continuing operations was taxed in the following jurisdictions:
 Year ended December 31,2008
    
    
    2009
    
    
    2010Thailand
    
    $
    (14,453
    )
    
    $
    10,921
    
    
    $
    24,750Singapore
    
    
    (712
    )
    
    
    3,149
    
    
    
    1,671Australia
    
    
    2,731
    
    
    
    3,020
    
    
    
    2,176The Peoples Republic of China
    
    
    (5,293
    )
    
    
    4,840
    
    
    
    7,367Others
    
    
    (2,199
    )
    
    
    (2,318
    )
    
    
    (3,665
    )(19,926
    )
    
    
    19,612
    
    
    
    32,299Equity investeesThe Peoples Republic of China
    
    
    (142
    )
    
    
    (40
    )
    
    
    (21
    )(142
    )
    
    
    (40
    )
    
    
    (21
    )$
    (20,068
    )
    
    $
    19,572
    
    
    $
    32,278
 Significant components of the provision (benefit) for income taxes are as follows:
 Year ended December 31,2008
    
    
    2009
    
    
    2010Allocated to net income (loss)Current:Thailand
    
    $
    1,514
    
    
    $
    813
    
    
    $
    9,794Singapore
    
    
    132
    
    
    
    
    
    
    
    The Peoples Republic of China
    
    
    (679
    )
    
    
    1,511
    
    
    
    2,235Australia
    
    
    1,310
    
    
    
    680
    
    
    
    956Total current
    
    
    2,277
    
    
    
    3,004
    
    
    
    12,985Deferred:Thailand
    
    
    (865
    )
    
    
    1,723
    
    
    
    170Singapore
    
    
    
    
    
    
    100
    
    
    
    59The Peoples Republic of China
    
    
    1,135
    
    
    
    389
    
    
    
    197Australia
    
    
    (415
    )
    
    
    128
    
    
    
    (262
    )Total deferred
    
    
    (145
    )
    
    
    2,340
    
    
    
    164The benefits of operating loss carryforwards
    
    
    
    
    
    
    
    
    
    
    (72
    )Change in valuation allowance
    
    
    
    
    
    
    
    
    
    
    (6,186
    )$
    2,132
    
    
    $
    5,344
    
    
    $
    6,891Allocated to other comprehensive loss
    
    $
    (27
    )
    
    $
    18
    
    
    $
    84
 F-28




---



##### 



10.
    
    INCOME TAXES(continued)
 At December 31, 2008, 2009 and 2010, the Operating Subsidiaries had net
operating loss carry forwards of approximately $16,643, $34,750 and $12,154,
respectively. The remaining net operating losses can be carried forward, subject to
any condition to be met under the relevant tax laws of the respective jurisdictions.
The utilization of these net operating loss carry forwards is subject to agreement by
the income tax authorities in the respective jurisdictions.
 The parent companys tax is filed in Bermuda, which does not have a statutory tax
rate. The provision for income taxes differs based on the taxes incurred by the
Operating Subsidiaries, in their respective jurisdiction The Company determines its
statutory tax rate based on its major commercial domicile that is its subsidiary in
Thailand. The reconciliation of the statutory tax rate and the Companys effective tax
rate is as follows:
 Year ended December 31,2008
    
    
    2009
    
    
    2010Income tax (benefit) at statutory tax rate in:Tax provision at statutory rate (30%)
    
    $
    (6,021
    )
    
    $
    5,872
    
    
    $
    9,684Foreign income taxed at different rate
    
    
    912
    
    
    
    (474
    )
    
    
    764Expenses not deductible for tax purpose
    
    
    1,903
    
    
    
    3,271
    
    
    
    2,307Utilisation of prior year tax losses
    
    
    
    
    
    
    
    
    
    
    (6,186
    )Changes in valuation allowance
    
    
    5,198
    
    
    
    (4,194
    )
    
    
    2,328Written-off deferred tax
    
    
    
    
    
    
    1,473
    
    
    
    215Tax exempt on income
    
    
    82
    
    
    
    (1,573
    )
    
    
    (2,583
    )Difference due to effect of tax holidays
    
    
    
    
    
    
    (141
    )
    
    
    (583
    )Unrecongized tax benefits
    
    
    174
    
    
    
    708
    
    
    
    350Deferred tax liability arising from
undistributed earnings
    
    
    
    
    
    
    402
    
    
    
    578Others
    
    
    (116
    )
    
    
    
    
    
    
    17Total tax provision for the year
    
    $
    2,132
    
    
    $
    5,344
    
    
    $
    6,891
 Deferred tax liabilities and assets comprised the following:
 As of December 312009
    
    
    2010Deferred tax liabilities:Outside basis differences
    
    $
    (1,409
    )
    
    $
    (1,973
    )Total deferred tax liabilities
    
    
    (1,409
    )
    
    
    (1,973
    )Deferred tax assets:Unused tax losses
    
    
    1,411
    
    
    
    4,480Allowance for doubtful accounts
    
    
    2,353
    
    
    
    1,454Allowance for inventories
    
    
    1,109
    
    
    
    649Allowance for impairment in investment
    
    
    523
    
    
    
    1,203Rebates and other accrued liabilities
    
    
    613
    
    
    
    1,420Others
    
    
    92
    
    
    
    Total deferred tax assets
    
    
    6,101
    
    
    
    9,206Valuation allowance for deferred tax assets (note 9)
    
    
    (2,489
    )
    
    
    (4,817
    )Total deferred tax assets
    
    
    3,612
    
    
    
    4,389Net deferred tax assets
    
    $
    2,203
    
    
    $
    2,416
 F-29




---



##### 



10.
    
    INCOME TAXES(continued)
 The amount of deferred tax liabilities and assets at December 31, 2009 and 2010 were as
follows:
 As of December 31,2009
    
    
    2010Gross current deferred tax liabilities
    
    $
    (57
    )
    
    $
    (43
    )Gross current deferred tax assets
    
    
    3,720
    
    
    
    3,763Valuation allowance for deferred tax assets
    
    
    (1,068
    )
    
    
    (400
    )2,652
    
    
    
    3,363Net current deferred tax assets
    
    
    2,595
    
    
    
    3,320Gross non-current deferred tax liabilities
    
    
    (1,352
    )
    
    
    (1,930
    )Gross non-current deferred tax assets
    
    
    2,381
    
    
    
    5,443Valuation allowance for deferred tax assets
    
    
    (1,421
    )
    
    
    (4,417
    )960
    
    
    
    1,026Net non-current deferred tax assets
    
    
    (392
    )
    
    
    (904
    )Net deferred tax assets
    
    $
    2,203
    
    
    $
    2,416
 The deferred tax liabilities and assets are presented in the accompanying consolidated
balance sheets as follows:
 As of December 31,2009
    
    
    2010CurrentDeferred tax assets
    
    $
    2,595
    
    
    $
    3,320Deferred tax liabilities
    
    
    
    
    
    
    Total current
    
    
    2,595
    
    
    
    3,320Non-currentDeferred tax assets
    
    
    613
    
    
    
    677Deferred tax liabilities
    
    
    (1,005
    )
    
    
    (1,581
    )Total non-current
    
    
    (392
    )
    
    
    (904
    )Net deferred tax assets
    
    $
    2,203
    
    
    $
    2,416
 Undistributed earnings of the Companys foreign subsidiaries included in the Companys
retained earnings amounted to approximately $18,337, $28,468 and $42,808 as of December 31,
2008, 2009 and 2010, respectively. Upon distribution of those earnings in the form of
dividends or otherwise, the Company would be subject to withholding taxes payable to the
respective foreign countries. Withholding taxes of approximately $826 and corporate income
tax approximately $154 would be payable upon remittance of all previously unremitted
earnings of the subsidiaries in Thailand and China, to the extent allowed by the
subsidiarys articles of association, as of December 31, 2010. The dividends from Australia
and Singapore are exempt from withholding under the tax treaties.
 F-30




---



##### 



10.
    
    INCOME TAXES(continued)
 Deferred income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. The Company had deferred tax assets totaling approximately
$6,101 and $9,206 at December 31, 2009 and 2010, respectively. However, realization of all
of these deferred assets is not reasonably assured; therefore, they were reserved by a
valuation allowance of $2,489 and $4,817 at December 31, 2009 and 2010, respectively.
 The net change in valuation allowance for the years ended December 31, 2008, 2009 and 2010
was an increase (decrease) of approximately $5,198, $(4,194) and $2,328 respectively,
resulting primarily from net operating (gains) losses generated during the respective years.
 As of December 31, 2009 and 2010, the Company is subject to taxation in The Peoples
Republic of China, Hong Kong, Australia, Thailand, and Singapore. The Companys tax years
for 2000 and forward are subject to examination by the tax authorities in the jurisdictions
where the Company is subject to taxation.
 A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as
follows:
 Change in Uncertain Tax Positions
 As of December 31,2009
    
    
    2010Balance at January 1
    
    $
    2,055
    
    
    $
    2,198Additions based on tax positions related to the current year
    
    
    143
    
    
    
    134Additions for tax positions of prior years
    
    
    
    
    
    
    Settlements
    
    
    
    
    
    
    Balance at December 31
    
    $
    2,198
    
    
    $
    2,332
 The Company is not expecting there would be any reasonably possible change in the total
amounts of unrecognized tax benefits within twelve months of the reporting date. As of
December 31, 2009 and 2010, the amount of unrecognized tax benefits included in the balance
sheet that would, if recognized, affect the effective tax rate is $2,198 and $2,332,
respectively.
 The amount of related interest and penalties the Company have provided as of the reporting
date, were:
 As of December 31,2009
    
    
    2010Accrued interest on unrecognized tax benefits
    
    $
    1,299
    
    
    $
    1,373Accrued penalties on unrecognized tax benefits
    
    
    1,806
    
    
    
    1,948Total accrued interest and penalties on
unrecognized tax benefits
    
    $
    3,105
    
    
    $
    3,321
 The bases for interest and penalties are of 0.05% per day (18.25% annually) and 100%
respectively of the relevant income tax liabilities. The Company recognized $419 and $146 in
interest and penalties during 2009 and $74 and $142 in interest and penalties during 2010.
As of December 31, 2009 and 2010, the Company recognized $3,105 and $3,321, respectively of
interest and penalties.
 F-31




---



##### 



11.
    
    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 The components of accumulated other comprehensive income (loss) are as follows:
 Unrealizedgains(losses) onCurrency
    
    
    available-translation
    
    
    for- saleadjustments
    
    
    securities
    
    
    Others
    
    
    TotalBalance at January 1, 2008
    
    $
    (4,384
    )
    
    $
    91
    
    
    $
    (71
    )
    
    $
    (4,364
    )Other comprehensive income
(loss)
    
    
    (8,994
    )
    
    
    (18
    )
    
    
    7
    
    
    
    (9,005
    )Balance at December 31, 2008
    
    
    (13,378
    )
    
    
    73
    
    
    
    (64
    )
    
    
    (13,369
    )Other comprehensive income
(loss)
    
    
    3,177
    
    
    
    1
    
    
    
    (4
    )
    
    
    3,174Balance at December 31, 2009
    
    
    (10,201
    )
    
    
    74
    
    
    
    (68
    )
    
    
    (10,195
    )Other comprehensive income
(loss)
    
    
    12,027
    
    
    
    (74
    )
    
    
    (472
    )
    
    
    11,481Balance at December 31, 2010
    
    $
    1,826
    
    
    $
    
    
    
    $
    (540
    )
    
    $
    1,286
 F-32




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##### 



12.
    
    COMMITMENTS AND CONTINGENCIES
 (a)
    
    Leases
 The Company leases certain machinery and equipment under capital leases for 2009 and
2010.
 The Company leases a piece of land in Singapore and certain buildings under
non-cancellable operating lease arrangements for terms from 5 to 30 years.
 Future minimum payments under capital leases and non-cancellable operating leases
with initial terms of one year or more consisted of the following as of December 31,
2010:
 Capital Leases
    
    
    Operating Leases2011
    
    $
    305
    
    
    $
    8602012
    
    
    256
    
    
    
    6972013
    
    
    150
    
    
    
    6182014
    
    
    17
    
    
    
    4122015
    
    
    
    
    
    
    172Thereafter
    
    
    
    
    
    
    2,584Total minimum lease payments
    
    $
    728
    
    
    $
    5,343Amounts representing interest
    
    
    (65
    )Present value of net minimum lease payments
    
    $
    663
 Rental expense consisted of the following:
 2008
    
    
    2009
    
    
    2010Rentals under operating leases
    
    $
    658
    
    
    $
    1,013
    
    
    $
    937
 The current and non-current portion of the capital lease liabilities of $267 and $396
as of December 31, 2010 are included in other current liabilities and other
liabilities, respectively. The capital lease liabilities are secured by the leased
machinery and equipment at cost of $316 and $330 as of December 31, 2009 and 2010,
respectively. The accumulated depreciation of these leased assets as of December 31,
2009 and 2010 amounted to $191 and $264, respectively.
 The average discount interest rate implicit in the lease is the range
of 6.58% to 9.34% and 6.58% to 8.78% for 2009 and 2010, respectively.
 F-33




---



##### 



12.
    
    COMMITMENTS AND CONTINGENCIES(continued)
 (b)
    
    As of December 31, 2010, there were outstanding bank guarantees of $19,753
(2009: $14,688) issued by the banks on behalf of Charoong Thai and its subsidiaries in
respect of certain performance bonds as required in the normal course of business of
the companies. These guarantees generally expire within 1 year.(c)
    
    As of December 31, 2010, Charoong Thai and its subsidiaries had given
continuing corporate guarantee of $80,712 (2009: $73,333) in respect of banking
facilities extended to two Operating Subsidiaries.(d)
    
    As of December 31, 2010, Charoong Thai and its subsidiaries has contract
commitments to purchase raw materials totaling $117,991 to $134,735 (2009: $78,698 to
$96,686), from third parties at the prices stipulated in the contracts. APEC, Sigma
Cable, CCH and Shanghai Yayang have contract commitments to purchase raw materials
totaling $137,902 to $173,998 (2009: $98,487) from third parties at the prices
stipulated in the contracts.(e)
    
    As of December 31, 2010, the Company provided a corporate guarantee not
exceeding the sum of $20.54 million (SG$26.5 million) for the bond facility and bank
facility of Sigma Cable.(f)
    
    As disclosed in Note 1, on June 28, 2007 SOF acquired the Sino-JP shares
pursuant to a share purchase agreement (the Purchase Agreement), and entered into a
shareholders agreement with the Company and PEWC (the Shareholders/ Agreement). On
March 27, 2009, SOF sold 10.2% of the issued and outstanding shares of the Company to
PEWC and entered into an Amended and Restated Shareholders Agreement with the Company
and PEWC (the Amended Shareholders Agreement). Among other things, the Amended
Shareholders Agreement grants to the Company an extension for listing its common
shares on a national exchange until February 2011 and provides for the following:IndemnificationThe Company must certify to SOF whether or not it is considered a Controlled Foreign
Corporation or a Passive Foreign Investment Company as of each fiscal year end.
Should this certification be challenged by the taxing authorities and found to be
incorrect, the Company must indemnify SOF and its shareholders against interest and
penalties that may be imposed and reasonable attorneys fees incurred.It is managements opinion that this indemnification will not result in any adverse
material financial consequence to the Company.Controlled Foreign Corporation (CFC) is any foreign corporation of which more than
50 percent of either -(1) The total combined voting power of all classes of stock of the corporation
entitled to vote; or(2) The total value of the stock of the corporation, is owned by United States
shareholders on any day during the taxable year of such foreign corporation.
 F-34




---



##### 



12.
    
    COMMITMENTS AND CONTINGENCIES(continued)
 Passive Foreign Investment Company (PFIC) has one of the following attributes:
(1) At least 75% of the corporations income is considered passive, which is based
on investments rather than standard operating business.
(2) At least 50% of the companys assets are investments that produce interest,
dividends and/or capital gains.PFICs include foreign-based mutual funds, partnerships and other pooled investment
vehicles that have at least one U.S. shareholder.Registration RightsThe Company has prepared and filed with the SEC a registration statement on Form F-1
covering the resale of the Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415 of the Securities Act of 1933, which
registration statement was declared effective under the Securities Act by the SEC on
March 11, 2009, but requires the filing of a post-effective amendment to
include the most recent annual audited financial statements, and, from time to time,
unaudited financial statements for the six month period then ended. Registrable
Securities includes the shares beneficially owned by SOF.Subject to the Amended Shareholders Agreement, the Company must use its reasonable
best efforts to keep such registration statement continuously effective until (i) all
Registrable Securities either have been sold or may be sold without volume
restrictions pursuant to Rule 144 of the Securities Act of 1933 and (ii) SOF receives
freely transferable shares from the Companys transfer agent.If any such registration statement ceases to remain continuously effective for any
reason after the effective date and during any time when the registration statement
is required to be effective, or SOF is otherwise not permitted to utilize the
prospectus therein to resell such Registrable Securities, in either case, for more
than thirty (30) consecutive trading days or more than an aggregate of sixty (60)
trading days during any twelve month period (an  Event ), then the Put Right
(defined below) will become immediately exercisable and will continue until such
event has been cured.
 F-35




---



##### 



13.
    
    FINANCIAL INSTRUMENTS
 (a)
    
    Concentrations of credit riskFinancial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and cash equivalents, bank
deposits, investments, investment securities and trade accounts receivable.The Company maintains cash and cash equivalents with various financial institutions.
These financial institutions are located in Singapore, Thailand, Australia, Hong Kong
and the Peoples Republic of China. The Companys policy is designed to limit its
exposure to any one institution. The Company performs periodic evaluations of the
relative credit standing of those financial institutions that are considered in the
Companys investment strategy.Concentrations of credit risk with respect to trade accounts receivable are limited
due to the large number of entities comprising the Companys customer base. The
Company carefully assesses the financial strength of its customers and generally does
not require any collateral. At December 31, 2010, no single group or customer
represents greater than 10% of the Companys accounts receivable.The Company is exposed to credit loss in the event of non-performance by counter
parties on foreign exchange contracts, but the Company does not anticipate
non-performance by any counter parties.(b)
    
    Fair Value DisclosuresThe following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:Cash and cash equivalents: The carrying amount reported in the balance sheet
for cash and cash equivalents approximates its fair value because of the short-term
maturity of these instruments.Bank deposits: The carrying amount reported in the balance sheet for bank
deposits approximates its fair value because of the short-term maturity of these
instruments.Accounts receivable and accounts payable: The carrying amounts reported in
the balance sheet for accounts receivable and accounts payable approximate their fair
values because of the short-term maturity of these instruments.Related party balances: The carrying amounts reported in the balance sheet
for related party balances approximate their fair values because of the short-term
maturity of these instruments.Long-term and short-term debt: The carrying amounts of the Companys borrowings
under its short-term revolving credit arrangements approximate their fair values. The
fair values of the Companys long-term debt are estimated using discounted cash flow
analyses, based on the Companys current incremental borrowing rates for similar types
of borrowing arrangements. As of December 31, 2010, the Company had no non-interest
bearing long-term debt outstanding with a related party. The fair value of the
non-interest bearing short-term debt from related parties is not determinable because
of the related party nature of the debt and the fact that they have no stated due
dates.
 F-36




---



##### 



13.
    
    FINANCIAL INSTRUMENTS (continued)
 Investment securities: The fair values of marketable equity securities are
based on quoted market prices, details of which are set out in Note 6. In
accordance with ASC 820, the marketable securities are classified within Level 1
of fair value hierarchy. The fair values for debt securities and equity
securities in privately-held companies are based on discounted cash flow
analysis using current interest rates for instruments with similar maturities.
It is not practicable to estimate the fair values of the equity investments that
do not have a quoted market price, without incurring excessive costs. In
accordance with ASC 820, such instruments are classified in the Level 3 of fair
value hierarchy.Forward exchange contracts: The fair values of forward exchange contracts are
estimated by reference to market quotations for forward contracts with similar terms,
adjusted where necessary for maturity differences. The foreign currency forward
contracts are classified within Level 2 as the valuation inputs are based on quoted
prices and market observable data of similar instruments.There are no significant differences between the carrying amounts and fair values of
the Companys financial instruments as of December 31, 2009 and 2010.The following table presents the Companys assets and liabilities
measured at fair value on a recurring basis at December 31, 2009 and 2010, using
quoted prices in active markets for identical assets (Level 1); significant
other observable inputs (Level 2); and significant unobservable inputs (Level
3).
 December 31, 2010
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAvailable-for-sale investment (listed
securities)
    
    $
    92
    
    
    $
    
    
    
    $
    
    
    
    $
    92Available-for-sale investments (equity
securities in privately-held
companies)
    
    
    
    
    
    
    
    
    
    
    652
    
    
    
    652Investment in equity investee companies
    
    
    
    
    
    
    
    
    
    
    3,242
    
    
    
    3,242Total
    
    $
    92
    
    
    $
    
    
    
    $
    3,894
    
    
    $
    3,986
 December 31, 2009
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAvailable-for-sale investment (listed
securities)
    
    $
    106
    
    
    $
    
    
    
    $
    
    
    
    $
    106Available-for-sale investments (equity
securities in privately-held
companies)
    
    
    
    
    
    
    
    
    
    
    580
    
    
    
    580Investment in equity investee companies
    
    
    
    
    
    
    
    
    
    
    3,263
    
    
    
    3,263Total
    
    $
    106
    
    
    $
    
    
    
    $
    3,843
    
    
    $
    3,949
 F-37




---



##### 



13.
    
    FINANCIAL INSTRUMENTS (continued)
 The following table presents the changes in Level 3 instruments
measured on a recurring basis for the year ended December 31, 2010. The
Companys Level 3 instruments consistof available-for-sale investments in equity
securities in privately-held companies and investment in equity investee
companies:
 Available-for-saleinvestments (equitysecurities in
    
    
    Investment inprivately-held
    
    
    equity investeecompanies)
    
    
    companiesBalance at December 31, 2009
    
    $
    580
    
    
    $
    3,263Realized loss included in earnings
    
    
    
    
    
    
    (21
    )Decrease in investment in equity
investees
    
    
    
    
    
    
    Currency translation adjustments
    
    
    72
    
    
    
    Balance at December 31, 2010
    
    $
    652
    
    
    $
    3,242
 The realized loss of $21 included in earnings for the year ended December 31, 2010,
is included in the share of net loss of equity investees.The following table presents the changes in Level 3 instruments
measured on a recurring basis for the year ended December 31, 2009. The
Companys Level 3 instrument consists of available-for-sale investments in
equity securities in privately-held companies and investment in equity investee
companies:
 Available-for-saleinvestments (equitysecurities in
    
    
    Investment inprivately-held
    
    
    equity investeecompanies)
    
    
    companiesBalance at December 31, 2008
    
    $
    544
    
    
    $
    4,103Realized loss included in earnings
    
    
    
    
    
    
    (40
    )Decrease in investment in equity
investees
    
    
    
    
    
    
    (800
    )Currency translation adjustments
    
    
    36
    
    
    
    Balance at December 31, 2009
    
    $
    580
    
    
    $
    3,263
 The realized loss of $40 included in earnings for the year ended December 31, 2009,
was included in share of net loss of equity investees.
 14. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
 Copper is the principal raw material used by the Company. The Company purchases copper at
prices closely related to the prevailing international spot market prices on the London
Metal Exchange for copper. The price of copper is influenced heavily by global supply and
demand as well as speculative trading. Consequently, a change in the price of copper will
have a direct effect on the Companys cost of sales.Changes in exchange rates influence the Companys results of operations. The Companys
principal operations are located in Thailand, the Peoples Republic of China (PRC) and
Singapore and a substantial portion of its revenues are denominated in Thai Baht, U.S.
Dollars or Singapore Dollars, whereas a substantial portion of the Companys cost of sales
are denominated in U.S. Dollars. Any devaluation of the Thai Baht or Singapore dollar
against the US dollar would have an adverse impact on the operations of the Company.
 F-38




---



##### 



14.
    
    CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS(continued)
 The Company conducts substantial business operations in the PRC. The results of
operations and prospects are likely to be materially impacted by economic, legal and
other developments in the PRC.The PRC government imposes controls on the convertibility of the Renminbi into
foreign currencies and in certain cases, the remittance of currency out of China. Under
existing PRC foreign exchange regulations, payments of current account items, including
profit distributions, interest payments and
expenditures from trade related transactions, can be made in foreign currencies without
prior approval from the State Administration of Foreign Exchange (SAFE) by complying
with certain procedural requirements. However, approval from SAFE or its local branch
is required where foreign currency is remitted out of China to pay capital expenses
such as the repayment of loans denominated in foreign currencies. The PRC government
may also at its discretion put restrictions on access in the future to foreign
currencies for current account transactions.
 15.
    
    RELATED PARTY BALANCES AND TRANSACTIONS
 The related parties are defined as affiliates of the Company; entities for which
investments are accounted for by the equity method by the Company; the principal owners of
the Company; its management; members of the immediate families of the principal owners of
the Company and its management.
 December 31,2009
    
    
    2010Due from:PEWC
    
    $
    755
    
    
    $
    1,628PEWC, Singapore Branch
    
    
    996
    
    
    
    1,030Italian-Thai Development Public Company Limited
(Italian-Thai) and its affiliates
    
    
    1,934
    
    
    
    3,346SPHC
    
    
    1,469
    
    
    
    1,631Shandong Yanggu Wire & Cable Corp Ltd (Shandong
Yanggu)
    
    
    441
    
    
    
    514Others
    
    
    69
    
    
    
    97$
    5,664
    
    
    $
    8,246Due to:PEWC
    
    $
    12,131
    
    
    $
    11,389PEWC, Singapore Branch
    
    
    891
    
    
    
    891PEWC Singapore Co. (Pte) Ltd.
    
    
    1,249
    
    
    
    1,262Shandong Yanggu
    
    
    4
    
    
    
    9Fujikura Limited
    
    
    
    
    
    
    224Thai Metal Processing Co., Ltd.
    
    
    109
    
    
    
    112SPHC
    
    
    2,713
    
    
    
    2,858Shandong Huayu
    
    
    385
    
    
    
    395SPRC
    
    
    5
    
    
    
    $
    17,487
    
    
    $
    17,140Short-term loans from:Moon View Ventures Limited (Moon View)
    
    $
    1,732
    
    
    $
    1,732$
    1,732
    
    
    $
    1,732
 The interest rates on the above balances with related parties range from 1.25% to
1.53% and are repayable upon demand. All balances with related parties are unsecured.
 F-39




---



##### 



15.
    
    RELATED PARTY BALANCES AND TRANSACTIONS(continued)
 Moon View, PEWC, Singapore Branch and PEWC Singapore Co. (Pte) Ltd are controlled by
PEWC. Moon View is the immediate holding company of the Company. Italian-Thai is the
minority shareholder of one of the Companys Operating Subsidiaries in Thailand.
Shandong Yanggu is the shareholder of one of the Companys Operating Subsidiaries in
China. SPHC is one of the Companys equity investees. Fujikura Limited is the
shareholder of one of the Companys Operating Subsidiaries in Thailand.The transactions undertaken with related parties are summarized as follows:
 Year ended December 31,2008
    
    
    2009
    
    
    2010Purchases of copper from PEWC
    
    $
    46,882
    
    
    $
    33,426
    
    
    $
    42,236Purchases of power cables from PEWC
    
    
    6,631
    
    
    
    12,211
    
    
    
    3,846Sales to Italian Thai and its affiliates
    
    
    5,427
    
    
    
    4,144
    
    
    
    3,741Sales to Shandong Yanggu
    
    
    428
    
    
    
    
    
    
    
    20Sales to SPRC
    
    
    
    
    
    
    
    
    
    
    34Sales to PEWC
    
    
    
    
    
    
    
    
    
    
    65Purchases of raw materials from Thai
Metal Processing Co. Ltd
    
    
    1,456
    
    
    
    955
    
    
    
    1,153Purchases of goods from Fujikura
Limited
    
    
    1,133
    
    
    
    1,946
    
    
    
    2,536Interest expense paid to PEWC
    
    
    275
    
    
    
    135
    
    
    
    Interest expense paid to PEWC Singapore
Co. (Pte) Ltd
    
    
    47
    
    
    
    19
    
    
    
    14Interest expenses paid to Shandong Yanggu
    
    
    
    
    
    
    
    
    
    
    13Interest income from Italian Thai
Development Public Co Ltd
    
    
    75
    
    
    
    3
    
    
    
    Management fee paid to PEWC
    
    
    189
    
    
    
    183
    
    
    
    239Management fee received from PEWC,
Singapore Branch
    
    
    13
    
    
    
    13
    
    
    
    14Management fee received from Italian
Thai Development Public Co., Ltd
    
    
    
    
    
    
    63
    
    
    
    34Purchases of goods from PEWC
    
    
    713
    
    
    
    11,247
    
    
    
    210Purchases of goods from Shandong Yanggu
    
    
    586
    
    
    
    
    
    
    
    4Dividend income from Thai Metal
Processing Co. Ltd.
    
    
    130
    
    
    
    65
    
    
    
    106
 F-40




---



##### 



15.
    
    RELATED PARTY BALANCES AND TRANSACTIONS(continued)Copper is the major raw material of the Companys wire and cable products. The Company
purchases copper in the form of copper rods and copper cathode. Copper cathode is purchased
by Siam Pacific to avoid the high import tariffs levied on copper rods. Copper cathode
needs to be processed into copper rods prior to the manufacturing of wire and cable
products.Substantially all of the Companys copper rods are supplied by PEWC while copper cathodes
are supplied by unrelated third parties. The price of copper rods purchased from PEWC is
determined by reference to the quoted copper prices on the London Metal Exchange (the LME)
plus a certain premium.In addition to copper rods, the Company purchases high voltage power cable from PEWC for
distribution purposes. The purchase price of power cable from PEWC is determined by
reference to the quoted copper prices on the LME. No sales commission was received from PEWC
during the years 2008, 2009 and 2010.Pursuant to the composite services agreement:
 (a)
    
    PEWC will sell copper rod to the Company, upon the Companys request, (i) at a
price consisting of the average spot price of copper on the LME for the one month prior
to purchase plus an agreed upon premium, (ii) at prices and on terms at least as
favorable as it provides copper rod to other purchasers of similar amounts of copper
rod in the same markets as PEWC and (iii) will give priority in the supply of copper
rod to the Company over other purchasers of copper rod from PEWC.(b)
    
    PEWC grants to the Company the right to distribute any wire or cable product
manufactured by PEWC in all markets in which the Company presently distributes or
develops the capability to distribute in the future, such products on such terms as
have historically been in effect or on terms at least as favorable as PEWC grants to
third parties that distribute such products in such markets. However, PEWC shall not
be required to grant to the Company the right to distribute products manufactured by
PEWC in the future in markets where the Company does not currently have the capability
to distribute unless and until PEWC has no pre-existing contractual rights which would
conflict with the grant of such right to the Company.(c)
    
    PEWC will make available to the Company, upon the Companys request and on
terms to be mutually agreed between PEWC and the Company from time to time, access to
certain of PEWCs technology (and PEWC personnel necessary to use such technology) with
respect to the design and manufacture of wire and cable products, including, without
limitation, certain fiber optic technology.(d)
    
    PEWC will make available to the Company, upon the Companys request and on
terms to be mutually agreed between PEWC and the Company from time to time, certain
services with respect to the design and manufacture of wire and cable products,
computerization, inventory control, purchasing, internal auditing, quality control,
emergency back-up services, and recruitment and training of personnel; such services
may include the training of the Companys employees and managers at PEWC facilities and
the secondment of PEWC employees and managers to the Company.(e)
    
    Each of PEWC and the Company will offer the other party the right to
participate in any negotiations with a third party concerning the establishment of any
facility or similar venture to manufacture or distribute any wire or cable product
outside of the markets where the Company currently manufactures or distributes, or
intends to develop the capability to manufacture or distribute, any wire or cable
product. Unless the Company and PEWC mutually agree otherwise, the Company shall have the right of first refusal to enter
into any definitive agreement with such third party. If, however, such third party
would not agree to the substitution of the Company for PEWC or such substitution
would prevent the successful completion of the facility or venture, PEWC will arrange for the Company
to participate to the extent possible.
 F-41




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##### 



15.
    
    RELATED PARTY BALANCES AND TRANSACTIONS(continued)
 (f)
    
    Without the consent of the Company, PEWC will not compete with respect to the
manufacture of wire and cable products in any market in which the Company is
manufacturing or has taken significant steps to commence manufacturing.(g)
    
    For purposes of the composite services agreement, each province in China is
considered the equivalent of a market.(h)
    
    The composite services agreement dated November 7, 1996 has a three-year term.
The Agreement originally expired on November 7, 1999. The Company gave a notice to
extend the Agreement by successive one-year periods commencing on April 20, 2001. The
notice is treated as a standing notice for successive one-year period renewals until
further written notice from the Company.
 To the extent that transactions occur in the future between the Company and PEWC or
affiliates of PEWC other than under the Composite Service Agreement, such transactions will
be entered into on an arms length basis on terms no less favorable than those available
from unaffiliated third parties.16.
    
    DEFINED CONTRIBUTION AND BENEFIT PLANSThe Company records the funded status of the Companys defined benefit plans in the
consolidated balance sheet. Actuarial gains and losses and prior service costs continue to
be deferred and recognized in expense ratably over appropriate future periods, but the
overfunded or underfunded status of the defined benefit plans is now measured as the
difference between the fair value of plan assets and the projected benefit obligation
(PBO). This difference is recorded as an asset (if overfunded) or a liability (if
underfunded), with a corresponding adjustment to accumulated other comprehensive loss, net
of tax. The net unrecognized actuarial loss and unrecognized prior service costs are
recognized in net periodic benefit cost in the consolidated statements of operations, those
amounts are reclassified from accumulated other comprehensive loss. The Company currently
measures the funded status of its plan as of the balance sheet date.The Company has several defined contribution plans covering its employees in Australia, the
Peoples Republic of China (PRC) and Singapore. Contributions to the plan are made
annually. Total charges for the years ended December 31, 2008, 2009 and 2010 were $795,
$692, and $846 respectively.In accordance with the Thailand labor law, Charoong Thai is obliged to make payment to
retiring employees, at rates of 1 to 10 times of their final months salary rate, depending
on the length of service. During the financial year 2010, the Companys total expense
included $539 (2009: $451; 2008: $191). The plan is not funded and the amount is recognized
in Other Current Liabilities in the balance sheet. The Company pays to settle the
obligations as and when employees retire.
 F-42




---



##### 



16.
    
    DEFINED CONTRIBUTION AND BENEFIT PLANS(continued)In conformity with ASC 715-30, the following table sets forth the Plans funded status
and pension amounts recognized as at December 31, 2009 and 2010 based on the latest
actuarial valuation:
 2009
    
    
    2010Change in benefit obligation:Benefit obligation at beginning of year
    
    $
    1,773
    
    
    $
    2,012Foreign currency translation adjustments
    
    
    61
    
    
    
    285Service cost
    
    
    374
    
    
    
    302Interest cost
    
    
    85
    
    
    
    223Benefits paid
    
    
    (281
    )
    
    
    (61
    )Benefit obligation at end of year
    
    $
    2,012
    
    
    $
    2,761Change in plan assets:Fair value of plan assets at beginning of year
    
    $
    
    
    
    $
    Employers contributionFair value of plan assets at end of year
    
    
    
    
    
    
    Funded status
    
    $
    (2,012
    )
    
    $
    (2,761
    )Unrealized net transition obligation
    
    
    
    
    
    
    Unrecognized net actuarial loss (gain)
    
    
    
    
    
    
    Accrued benefit cost
    
    $
    (2,012
    )
    
    $
    (2,761
    )Components of net periodic benefit cost:Service cost
    
    $
    374
    
    
    $
    302Interest cost
    
    
    85
    
    
    
    223Amortizations of:Unrecognized net prior service cost (credit)
    
    
    (8
    )
    
    
    (8
    )Unrecognized actuarial loss
    
    
    
    
    
    
    22Net periodic benefit cost
    
    $
    451
    
    
    $
    539Amounts recognized in accumulated other comprehensive loss
consist of the following: (recognized under ASC 715-30)Actuarial loss
    
    $
    68
    
    
    $
    669Prior service cost (credit)
    
    
    
    
    
    
    (129
    )Total recognized in other comprehensive loss
    
    $
    68
    
    
    $
    540
 The accumulated benefit obligations amounted to $2,012 and $2,761 as at December 31, 2009
and 2010, respectively.The estimated net loss and prior service cost (credit) for the defined benefit plans that
will be amortized from accumulated other comprehensive income (loss) into net periodic
benefit cost over the next fiscal year are $(22) and $8, respectively.
 F-43




---



##### 



16.
    
    DEFINED CONTRIBUTION AND BENEFIT PLANS(continued)The significant assumptions used in determining the actuarial present value of the projected
benefit obligations as at December 31, 2009 and 2010 are as follows:
 2009
    
    
    2010Discount Rate
    
    
    5.5
    %
    
    
    4.8
    %Rate of Increase in Compensation Levels
    
    
    5.0
    %
    
    
    6.0
    %Employee turnover rates:-Prior to age 35
    
    
    4.0%  15.0
    %
    
    
    4.0%  15.0
    %Age 35 to 50
    
    
    2.0%  7.0
    %
    
    
    2.0%  7.0
    %Age 51 to 60
    
    
    
    
    
    
    
 The following pension benefit payments, which reflect expected future service, as
appropriate, are expected to be paid:
 Year ended December 312011
    
    
    2232012
    
    
    832013
    
    
    482014
    
    
    482015
    
    
    3532016  2020
    
    
    1,193$
    1,948
 17.
    
    SEGMENT FINANCIAL INFORMATIONDescription of Products by SegmentThe Company currently operates in three operating segments: (1) manufacturing of wire and
cable products (Manufactured products), (2) distribution of copper and cable products
manufactured by PEWC (Distributed products) and (3) sales, delivery and installation of
wires and cables (SDI).Measurement of Segment Profit or Loss and Segment AssetsThe Company evaluates performance and allocates resources based on profit or loss from
operations before interest, gains and losses on the Companys investment portfolio, and
income taxes. The accounting policies of the reportable segments, including transactions
entered between reportable segments, are the same as those described in the summary of
significant accounting polices.
 F-44




---



##### 



17.
    
    SEGMENT FINANCIAL INFORMATION(continued)
 Year ended December 31,2008
    
    
    2009
    
    
    2010RevenuesRevenues from external customers:Manufactured products
    
    $
    447,848
    
    
    $
    300,121
    
    
    $
    418,623Distributed products
    
    
    32,415
    
    
    
    28,102
    
    
    
    27,107Sales, delivery and installation of
wires and cables
    
    
    20,535
    
    
    
    34,008
    
    
    
    23,600Total revenues from external customers
    
    $
    500,798
    
    
    $
    362,231
    
    
    $
    469,330Intersegment revenues:Manufactured products
    
    $
    348
    
    
    $
    12,235
    
    
    $
    3,143Distributed products
    
    
    
    
    
    
    
    
    
    
    9,898Total intersegment revenues
    
    $
    348
    
    
    $
    12,235
    
    
    $
    13,041Total segment revenues
    
    $
    501,146
    
    
    $
    374,466
    
    
    $
    482,371Reconciling itemElimination of intersegment revenues
    
    
    (348
    )
    
    
    (12,235
    )
    
    
    (13,041
    )Total revenues
    
    $
    500,798
    
    
    $
    362,231
    
    
    $
    469,330
 F-45




---



##### 



17.
    
    SEGMENT FINANCIAL INFORMATION(continued)
 Year ended December 31,2008
    
    
    2009
    
    
    2010Segment profit (loss)Manufactured products
    
    $
    37,267
    
    
    $
    20,036
    
    
    $
    58,056Distributed products
    
    
    1,584
    
    
    
    1,517
    
    
    
    1,416Sales, delivery and installation of wires
and cables
    
    
    (956
    )
    
    
    889
    
    
    
    242Recovery (allowance) for inventory reserve
    
    
    (25,145
    )
    
    
    23,949
    
    
    
    1,974Total segment profit
    
    $
    12,750
    
    
    $
    46,391
    
    
    $
    61,688Reconciling itemsCorporate and other expenses
    
    
    (29,044
    )
    
    
    (27,932
    )
    
    
    (31,540
    )Exchange gain (loss)
    
    
    (1,712
    )
    
    
    528
    
    
    
    3,041Interest income
    
    
    990
    
    
    
    458
    
    
    
    602Interest expense
    
    
    (5,769
    )
    
    
    (2,597
    )
    
    
    (2,561
    )Share of net (loss) gain of equity investees
    
    
    (142
    )
    
    
    (40
    )
    
    
    (21
    )Gain on liquidation of subsidiary
    
    
    
    
    
    
    568
    
    
    
    Other income
    
    
    2,859
    
    
    
    2,196
    
    
    
    1,069Total income (loss) before income taxes
    
    $
    (20,068
    )
    
    $
    19,572
    
    
    $
    32,278Segment assetsManufactured products
    
    $
    283,528
    
    
    $
    280,179
    
    
    $
    373,945Distributed products
    
    
    10,499
    
    
    
    6,363
    
    
    
    8,195Sales, delivery and installation of wires
and cables
    
    
    416
    
    
    
    864
    
    
    
    359Total segment assets
    
    $
    294,443
    
    
    $
    287,406
    
    
    $
    382,499Reconciling itemsCorporate and other assets
    
    
    11,252
    
    
    
    5,383
    
    
    
    493Investment in equity investee companies
    
    
    4,103
    
    
    
    3,263
    
    
    
    3,242Total assets
    
    $
    309,798
    
    
    $
    296,052
    
    
    $
    386,234Expenditures for additions to long-lived assetsManufactured products
    
    $
    3,383
    
    
    $
    3,261
    
    
    $
    3,650Distributed products
    
    
    
    
    
    
    
    
    
    
    Sales, delivery and installation of wires
and cables
    
    
    
    
    
    
    
    
    
    
    Corporate
    
    
    
    
    
    
    
    
    
    
    3Total expenditure for additions to long-lived
assets
    
    $
    3,383
    
    
    $
    3,261
    
    
    $
    3,653
 F-46




---



##### 



17.
    
    SEGMENT FINANCIAL INFORMATION(continued)
 Year ended December 31,2008
    
    
    2009
    
    
    2010Depreciation expensesManufactured products
    
    $
    (7,645
    )
    
    $
    (8,927
    )
    
    $
    (6,843
    )Distributed products
    
    
    
    
    
    
    
    
    
    
    Sales, delivery and installation of wires and
cables
    
    
    
    
    
    
    
    
    
    
    Corporate
    
    
    (1
    )
    
    
    (14
    )
    
    
    (14
    )Total depreciation expenses
    
    $
    (7,646
    )
    
    $
    (8,941
    )
    
    $
    (6,857
    )Impairment lossManufactured products
    
    $
    
    
    
    $
    
    
    
    $
    Distributed products
    
    
    
    
    
    
    
    
    
    
    Sales, delivery and installation of wires and
cables
    
    
    
    
    
    
    
    
    
    
    Corporate
    
    $
    
    
    
    $
    (77
    )
    
    $
    Total impairment expense
    
    $
    
    
    
    $
    (77
    )
    
    $
    Interest incomeManufactured products
    
    $
    803
    
    
    $
    408
    
    
    $
    564Distributed products
    
    
    107
    
    
    
    21
    
    
    
    27Sales, delivery and installation of wires and
cables
    
    
    75
    
    
    
    29
    
    
    
    11Corporate
    
    
    5
    
    
    
    
    
    
    
    Total interest income
    
    $
    990
    
    
    $
    458
    
    
    $
    602Interest expenseManufactured products
    
    $
    (5,368
    )
    
    $
    (2,414
    )
    
    $
    (2,400
    )Distributed products
    
    
    (273
    )
    
    
    (59
    )
    
    
    (73
    )Sales, delivery and installation of wires and
cables
    
    
    (128
    )
    
    
    (87
    )
    
    
    (39
    )Corporate
    
    
    
    
    
    
    (37
    )
    
    
    (49
    )Total interest expense
    
    $
    (5,769
    )
    
    $
    (2,597
    )
    
    $
    (2,561
    )Share of net (loss) gain of equity investeesManufactured products
    
    $
    
    
    
    $
    
    
    
    $
    Distributed products
    
    
    
    
    
    
    
    
    
    
    Sales, delivery and installation of wires and
cables
    
    
    
    
    
    
    
    
    
    
    Corporate
    
    $
    (142
    )
    
    $
    (40
    )
    
    $
    (21
    )Total share of net (loss) gain of equity investees
    
    $
    (142
    )
    
    $
    (40
    )
    
    $
    (21
    )
 F-47




---



##### 



17.
    
    SEGMENT FINANCIAL INFORMATION(continued)No sales of 10% or more of the total revenue for 2010 is to a single customer. In 2008
and 2009, sale to SP Powerassets exceeds 10% of total revenue, which include sales of
manufactured products, distributed products, and sales, delivery and installation of
wires and cables, are as follows:
 Year ended December 31,2008
    
    
    2009
    
    
    2010Manufactured products
    
    $
    11,973
    
    
    $
    10,398
    
    
    $
    7,670Distributed products
    
    
    27,162
    
    
    
    22,746
    
    
    
    6,935Sales, delivery and installation of
wires and cables
    
    
    20,535
    
    
    
    32,806
    
    
    
    23,600$
    59,670
    
    
    $
    65,950
    
    
    $
    38,205
 Geographic Area DataRevenue from external customers is attributed to individual countries based on the
customers country of domicile and is summarized as follows:
 Year ended December 31,2008
    
    
    2009
    
    
    2010Revenues from external customersThailand
    
    $
    172,989
    
    
    $
    96,799
    
    
    $
    165,191Singapore
    
    
    86,625
    
    
    
    94,782
    
    
    
    70,154Australia
    
    
    62,810
    
    
    
    34,574
    
    
    
    46,288The Peoples Republic of China
    
    
    160,990
    
    
    
    126,761
    
    
    
    169,265Vietnam
    
    
    8,891
    
    
    
    4,550
    
    
    
    9,752Others (Southeast Asia)
    
    
    8,493
    
    
    
    4,765
    
    
    
    8,680Total revenues from external customers
    
    $
    500,798
    
    
    $
    362,231
    
    
    $
    469,330Long-lived assets by area:Thailand
    
    $
    29,027
    
    
    $
    28,002
    
    
    $
    27,926Singapore
    
    
    8,090
    
    
    
    8,069
    
    
    
    8,987Australia
    
    
    2,841
    
    
    
    3,515
    
    
    
    3,520The Peoples Republic of China
    
    
    16,819
    
    
    
    12,837
    
    
    
    12,261Others
    
    
    30
    
    
    
    18
    
    
    
    8Total long-lived assets
    
    $
    56,807
    
    
    $
    52,441
    
    
    $
    52,702
 F-48




---



##### 



18.
    
    SUMMARIZED FINANCIAL INFORMATION OF EQUITY
INVESTEESThe following tables present summarized financial information of the Companys
principal equity investees, Lox Pac, SPHC, Shandong Huayu and SPRC.
 As o of December 31,2009
    
    
    2010Unaudited
    
    
    UnauditedCurrent assets
    
    $
    36,591
    
    
    $
    51,305Non-current assets
    
    
    22,467
    
    
    
    19,348Current liabilities
    
    
    (29,441
    )
    
    
    (40,162
    )Non-current liabilities
    
    
    (1,824
    )
    
    
    (2,023
    )Total shareholders equity
    
    $
    27,793
    
    
    $
    28,468
 Year ended December 31,2008
    
    
    2009
    
    
    2010Unaudited
    
    
    Unaudited
    
    
    UnauditedNet sales
    
    $
    34,771
    
    
    $
    28,090
    
    
    $
    44,866Sales less cost of sales
    
    
    9,470
    
    
    
    6,582
    
    
    
    10,457Net income/ (loss)
    
    
    (1,271
    )
    
    
    (629
    )
    
    
    (1,347
    )
 At December 31, 2010, the Companys share of the underlying net assets of certain
equity investees was higher than its value of the investment in these equity investee
companies, therefore no impairment charge was recorded in 2010.
 F-49