Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ

     If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yeso Noþ

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

     Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAPþ International Financial Reporting Standards as issued by the International Accounting Standards Boardo Othero

     If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17o Item 18o

     If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

     Our disclosure and analysis in this Annual Report on Form 20-F contain some forward-looking statements. Forward-looking statements give our current beliefs or expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance.

     Such statements are not promises or guarantees and are subject to a number of known and unknown risks and uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include our ability to maintain and develop market share for our products,products; global, regional or national economic and financial conditions, including events such as the financial crisis that commenced in 2008 and the consequent economic recession, and their individual or collective impact on demand for our products and services,services; the introduction of competing products or technologies,technologies; our inability to successfully identify, consummate and integrate acquisitions,acquisitions; our potential exposure to liability claims,claims; the uncertainty and volatility of the markets in which we operate,operate; the availability and price forof copper, our principal raw material,material; our ability to negotiate extensions of labor agreements on acceptable terms and to successfully deal with any labor disputes; our ability to service, and meet all requirements under, our debt, and to maintain adequate credit facilities and credit lines; our ability to make payments of interest and principal under our existing and future indebtedness; our ability to increase manufacturing capacity and productivity; the fact that we have operations outside the United States that may be materially and adversely affected by acts of terrorism, war and political and social unrest, or major hostilities,hostilities; increased exposure to political and economic developments, crises, instability, terrorism, civil strife, expropriation and other risks of doing business in foreign markets; economic consequences arising from natural disasters and other similar catastrophes, such as floods, earthquakes, hurricanes and tsunamis; price competition and other competitive pressures; the impact of climate change on our business and operations and on or customers; our ability to avoid limitations on utilization of net losses for income tax purposes; fluctuations in currency, exchange and interest rates, operating results and the impact of technological changes and other factors that are discussed in this report and in our other filings made with the Securities and Exchange Commission (the “SEC” or the “Commission”).

     In particular, these statements include, among other things, statements relating to:

     We undertake no obligation to update any forward-looking statements or other information contained in this Annual Report, whether as a result of new information, future events or otherwise, except as required by law. You are advised, however, to consult any additional disclosures we make in our filings with the

SEC. Also note that we provide a cautionary discussion of risks and uncertainties under the “Risk Factors” section of this Annual Report. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed there could also adversely affect us.

     This discussion is permitted by the Private Securities Litigation Reform Act of 1995.

     Unless otherwise specified, all references in this Annual Report to “Thailand”���Thailand” are to the Kingdom of Thailand, all references to “Singapore” are to The Republic of Singapore, all references to “Taiwan” are to Taiwan, The Republic of China, all references to “China” and to the “PRC” are to The People’s Republic of

     (Not applicable)

     (Not applicable)

          3.1 Selected Consolidated Financial Data

     The following selected consolidated financial data is derived from the consolidated financial statements of Asia Pacific Wire & Cable Corporation Limited (the “Company”) for the years ended December 31, 2004, 2005, 2006, 2007, 2008 and 2008,2009, prepared in accordance with U.S. GAAP.

     The selected data set forth below should be read in conjunction with, and is qualified in its entirety by, the discussion in “Item 5: Operating and Financial Review and Prospects” and the consolidated financial statements and the notes thereto included in “Item 18: Financial Statements.”

     The high and low exchange rates for the six months preceding the date of this Annual Report were:

Sources: Federal Reserve Bulletin, Board of Governors of the Federal Reserve System. Federal Reserve Statistical Release H.10(512), from the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov.

     Singapore

     The Singapore dollar is convertible into foreign currencies and floats against a trade-weighted basket of foreign currencies, the composition of which is not made public by Singapore’s central bank, the Monetary Authority of Singapore, but of which the U.S. dollar is a component. The following tables set forth, for the periods indicated, certain information concerning the Noon Buying Rate of the Singapore dollar. No representation is made that the Singapore dollar or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate or at all.

Sources: Federal Reserve Bulletin, Board of Governors of the Federal Reserve System. Federal Reserve Statistical Release H.10(512), from the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov.

     China

     The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchangecurrencies and through restrictions on foreign trade. The following tables set forth, for the periods indicated, certain information concerning the Noon Buying Rate of the Renminbi. No representation is made that the Renminbi or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or Renmimbi, as the case may be, at any particular rate or at all.

     While the Company does not engage in a trade or business within the United States, its customers and suppliers, and the markets in which the Company engages in its business, are materially affected by the health of the U.S. economy, which in general has global consequences. In addition, the availability of creditThe financial crisis that started in the U.S. market also materially impacts creditUnited States spread to the economies of other industrialized and developed nations and emerging markets as well. The result was a global downturn in economic activity and a liquidity crisis for many financial institutions and their customers. Credit availability in the markets in which the Company conducts its business.

     Actual and Possible Impacts on the Company

     ThroughoutThe deterioration of economic conditions resulting from the current global financial and credit crisis and economic downturn has and may well continue to adversely affect each of the markets in which the Company sells and distributes its products and provide services. In certain markets, sales have stagnated or even decreased as there has been a reduction in infrastructure development by governmental entities in certain instances and in capital expenditures and construction by private companies in anticipation of the fall in demand in the residential and commercial building markets. Many customers have also delayed their construction projects in the current weak market environment. The reduction in the manufacture of electronic products for export or local consumption has also reduced our sales of enameled wire. Copper prices on the London Metal Exchange (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 and into 2009 decreased due to worldwide economic downturn, thereby increasing our inventory levels at year end. Nevertheless, subsequently as a result of the commodity market’s dynamic nature, the copper prices on the LME have bounced back to $6,648 average in 2009, resulting in a better turnover for the second half of 2008, the year. With the fall in copper and commodity prices in the past, customers have sometimes been withholding orders in the expectation that prices may drop further.

     The Company experienced the impact of the economic crisis beginning in the second half of 2008 and into first half of 2009, which included lower sales and lower gross margins as compared to the first half of 2008 and the second half of 2007. The lower second half results in 20082009 were primarily due to reduced order flow from customers and falling commodity prices.However, with the re-bound of copper price in 2009, the customers were willing to accept a higher sales price from APWC in the beginning. Revenue for 2009 was $362.2 million, representing a 27.7% decline from 2008. Gross margin in the second half of 2008 was $226.9 million, representing a 17.1% decline from each of2009 decreased slightly by 1.2% as compared to the first half of 2008 and2009, primarily due to some pre-determined supply contracts to the customers in the first half. However, sales in the second half of 2007. Gross margins for the second half of 2008 were $18.02009 increased by $60.8 million representing a 9.3% and 31.0% decline fromor 40% as compared to the first half of 2008 and the second half of 2007, respectively. Revenue for the year ended December 31, 2008 was $500.8 million, representing a 2.0% decline from the year ended December 31, 2007. Gross margins for the year ended December 31, 2008 were $37.9 million, representing a 14.7% decline from the year ended December 31, 2007. The gross margin amounts for the second half of 2008 and as of December 31, 2008 do not include the effect of the inventory write-down discussed below.

     The Company is unable to determine the precise impact of the current global economic crisis on its operations and cash flow since results are also affected by factors that are or may be unrelated to the economic crisis, such as the completion of routine purchase cycles by customers and the completion, suspension or termination of large infrastructure projects. However, the Company has concluded that current economic uncertainty and falling commodity prices havehas affected and will likely continue to have a significant impact on the Company’s operations and cash flow. Specifically, the operating subsidiaries may encounter greater difficulty in raising new banking facilities and loans to support their working capital requirements in the current environment where banks are less willing to offer new facilities. Governments in certain countries, likelysuch as China, Thailand and Singapore, have pledged to increase infrastructure and construction spending to boost or maintain economic growth. Assuming those pledges are acted upon, those developments will likely have a favorable impact on our sales of manufactured products. However, the Company’s results for the first half of 2009 indicate that actual or planned governmental increases in allocations for expenditures on infrastructure development have not yielded any sustainable increase in sales of the Company’s products, particularly when the government’s focus was on additional housing and mass public transportation projects such as, among other things, cross-island passage ways. In addition, the re-bound in the trading prices of many public companies and the increases in major indices on a number of national exchanges since the lows of March 2009 have not translated into a material increase in customer behaviors with either private or government sponsored projects. The Company believes that any efforts to forecast likely 2009future performance with any degree of specificity would be fraught with uncertainty due to the suddenness and

global capital markets and increase in economic activity cannot be taken as certain indicators that it continues to unfold in materialthe global recession is over and unpredictable ways and the rapidly changing nature of the measures being, and proposed to be, undertaken by the U.S. government and the governments of other countries to address the crisis.that sustained economic growth is assured. Accordingly, the Company cautions against placing reliance on any efforts to identify trends for the foreseeable future.

     The governments in the countries in which we operate in have projected sharp decreases inotherwise predicted slower economic growth for the fiscal year 2009.2010. For purposes of planning and prudent management, the Company is presently anticipating that the extremely challenging and difficult economic conditions now facingthat faced the global economy throughout 2009 will continue at least intoease off to a lesser degree and the second half of 2009, and likely into 2010.internal budget prepared by management as a planning tool for 2010 indicates a moderate increase in sales.

     In anticipationview of potentially lower financial results in 2009,the continuing market challenges facing the Company, is takingand its customers and the markets in which they operate, the Company has taken and continues to implement a number of actionsmeasures in order to maintain effective operations in the markets it serves.efficient operations. Specifically, the Company is increasing itshas focused increased efforts to collecton collecting its receivables on a timely basis. It is anticipated that some customers will take a longer time to settle their outstanding debts with the Company as they face tightening credit and lower sales themselves, however the Company will actively work with all of its significant customers to reduce collection times and minimize write offs. The Company is working to reducehas also reduced its inventory levels through planned lower raw material purchases while negotiating with suppliers to reduce costs of raw materials and supplies. The Company ishas focused also actively reviewing its operations to determine whereon reducing operating costs can be reduced.where practicable, including headcount restraint. In several of the Company’s subsidiaries, headcount increase has been frozen or even reduced and contract staff have been laid off as deemed necessary. Total headcount number for the entire group was reduced by 97 people from a year ago. The Company has hedged copper in Thailand through copper futures contracts in several instances in order to reduce the effect of the current volatility in copper prices on its operations. The Company is also negotiating and close to finalizing with banks and financial institutions for additional loans and facilities where necessary.credit facilities.

     We believe that the successful implementation of these actions will havehas had a positive effect on our cash resources, and we intend to continue these measures in order to preserve our liquidity during this period of anticipated lower results. Currently, in light of falling commodity prices, our cash requirements for purchases have been reduced, thereby improving our short term cash flow.economically challenging period. The Company will preserve as much of this short term benefit as possible, as we anticipate this situation will reverse andis seeking to maintain a strong cash flow will be reduced as a result of lower sales and lower profit margins in the medium term.position. While none of the Company’s material lines of credit have been terminated, the Company’s subsidiaries may encounter greater difficulty in raising new banking facilities and loans to support their working capital in the current environment where banks are less willing to offer new facilities. As of December 31, 2008,2009, the Company had available and unused lines of credits from suppliers, banks and other lenders totaling, in the aggregate, approximately $141$211.2 million. We believe that available and unused amount of credit is sufficient to support our current working capital needs.

     The macroeconomic events and those specific to the Company may have a material adverse impact on the Company’s business operations until such time as the global financial crisis has substantially abated and financial and economic conditions have materially improved. The Company notes, however, that the foregoing is subject to a number of unknown variables, including the impact of actions taken or that may be taken in the future by governmental entities to address the capital needs of banks and other financial institutions and to increase the flow of credit to businesses.

          3.4.23.3.2 Risks Related to the Common Shares and Corporate Governance

     Consolidation of Charoong Thai Group Accounts

     As of December 31, 2008,2009, the Company effectively owned 50.93% of the issued and outstanding shares of Charoong Thai Wire and Cable Public Company Limited (“Charoong Thai”). That percentage ownership constitutes a decrease from the Company’s initial ownership percentage and is attributable to the exercise of warrants or conversion of convertible securities by third parties. The Company’s present intention is to maintain majority ownership of the voting securities of Charoong Thai. However, there may be circumstances under which the Company cannot maintain majority ownership of Charoong Thai. In the event Charoong Thai determined to make a further offering of voting securities, or securities convertible into or exchangeable for

voting securities, and the Company was not in a position to fund or finance its participation in the offering, the

     In May 2003, the Taipei Stock Exchange (the “TSE”) and the Taiwan Securities and Futures Commission (“TSFC”) ordered PEWC to restate its 1998-2000 financial statements to reflect the losses attributable to the fraudulent activities of the Former Executives. Thereafter, the TSE suspended the trading of the shares of

     The Company is currently compliant with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and believes that it has addressed the corporate governance obstacles that led to its delinquency in filing its 2004, 2005 and 2006 annual reports. However, the Company cannot provide assurances that it will continue to be compliant in its reporting obligations under the Exchange Act. As a foreign private issuer, the Company is not required to provide financial results on a quarterly or semi-annual basis. In addition, neither Bermuda law nor Taiwan law requiresdoes not require the Company to provide interim financial information to its shareholders, whether on a quarterly or semi-annual basis. As such, investors may not have the same access to financial information of the Company as they customarily receive in the case of a domestic issuer disclosing quarterly results on a Form 10-Q.

     Potential Conflict of Certain Officers and Directors

     The Company appointed two independent directors on September 28, 2007. Other than those two independent directors, all of the members of the Board of Directors are also directors or officers or otherwise affiliated with PEWC, the majority shareholder. Certain of our officers are also affiliated with PEWC. In each case, they may be subject to potential conflicts of interest. In addition, certain of our officers and directors who are also officers and/or directors of PEWC may be subject to conflicts of interest in connection with, for example, pursuing corporate opportunities in which we and PEWC or one of its affiliates have competing interests, and the performance by us and PEWC of our respective obligations under existing agreements, including the Composite Services Agreement and the Indemnification Agreement (discussed below). In addition, some of these persons will devote time to the business and affairs of PEWC and its affiliates as is

reasonable best efforts to prepare and file, and cause to go effective, as soon as practicable, a shelf registration statement covering the resale of the Registrable Securities on a delayed or continuous basis. The Company also agreed to use its reasonable best efforts to keep its shelf registration statement effective until all Registrable Securities have been sold or until all Registrable Securities may be sold without restriction pursuant to Rule 144 promulgated pursuant to the Securities Act of 1933, as amended. In addition, the Company granted to SOF two demand registration rights for underwritten offerings and customary piggyback registration rights with regard to the Registrable Securities. Moreover, the Company agreed to use its reasonable best efforts to cause the Common Shares to be listed on a national “Securities Market,” which means any of the Nasdaq Stock Market, Inc. (Global Market or Global Select Market), the American Stock Exchange LLC (now known as NYSE Amex Equities) or the New York Stock Exchange LLC, not later than January 31, 2009, subject to notice and a sixty (60) day cure period. All of the costs and expenses of the Company in connection with the fulfillment of its obligations under the Shareholders Agreement were to be paid by the Company, other than underwriting fees, discounts and commissions attributable to the sale of Common Shares held by SOF.

     Under the terms of the Shareholders Agreement, if the Company failed to fulfill its obligations thereunder, SOF may have a claim for damages against the Company. No such claim has been made. In addition, if the Company fulfilled its reasonable best efforts undertakings but failed to meet one or more of the stated goals, SOF may have a put right of their Common Shares to PEWC. In accordance with those terms, on February 2, 2009, SOF delivered to PEWC notice of its exercise of the put right under the Shareholders Agreement due to

Company regarding the thoroughness of their review of these accounts receivable during the course of their 2004 audit of the Company’s financial statements, which led to the cessation of the 2004 audit by the auditors at that time. The initial narrow dispute between Board members designated by Sino-JP and other Board members regarding the accounting treatment for doubtful accounts receivable grew in scope, such that it became very difficult to achieve a consensus on a number of strategic and operational matters, due to the effective veto right held by the Sino-JP Board designees. On June 28, 2007, the date of the purchase by SOF of the SOF Shares from Sino-JP and the date of the Shareholders Agreement among the Company, PEWC and SOF, the Company and Sino-JP also entered into a comprehensive settlement and release agreement (the “Settlement Agreement”), which dismissed and released all claims between the parties and which put an end to all related litigation. Separately, PEWC also entered into a settlement and release agreement that terminated all disputes and litigation between those parties. Upon the closing of the purchase agreement for the SOF Shares and the Settlement Agreement, all of the directors and officers of the Company designated by Sino-JP submitted their resignations and Sino-JP ceased to have any interest in the Company. As part of the Settlement Agreement, the Company agreed to indemnify all of those Sino-JP designated directors and officers (the “Sino-JP Indemnified Persons”) for all acts or omissions taken in their capacity as a director or officer to the maximum extent permitted under the memorandum of association and the Bye-laws of the Company and the Companies Act. TheWhile the Company does not have any knowledge of any claims having been, or threatened to be, asserted against any of the Sino-JP Indemnified Persons, the Company could incur significant costs in the event any claims are asserted or actions commenced against any of the Sino-JP Indemnified Persons for matters within the scope of the indemnification provisions of the Settlement Agreement.

     On February 2, 2009, SOF delivered notice of its exercise of the put right under the Shareholders Agreement to PEWC due to the fact that the Common Shares were not listed on a national Securities Market as of January 31, 2009, which date was agreed to by the Company prior to the extension granted under the Amended and Restated Shareholders Agreement. On March 27, 2009, PEWC and SOF completed a share purchase transaction pursuant to which PEWC acquired 1,410,739 Common Shares from SOF. As of the closing of that transaction, PEWC held 9,075,354 Common Shares and SOF held 1,355,415 Common Shares, representing 65.6% and 9.8% of the issued and outstanding Common Shares, respectively. The Company does not believe that any definitive impact of the increase in PEWC’s ownership can be forecasted or determined.

     Corporate Matters; Limited Recourse; Limited Enforceability

     We are incorporated in and organized pursuant to the laws of Bermuda. In addition, all of our directors and officers reside outside the United States and our material assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon such persons or to realize against them in courts of the United States upon judgments predicated upon civil liabilities under the United States federal securities laws. Even if investors are successful in realizing against such persons in courts of the United States, the laws of Taiwan may render such investors unable to enforce the judgment against the Company’s assets or the assets of its officers and directors. Also, investors may have difficulty in bringing an original action based upon the United States federal securities law against such persons in the Taiwan courts. Additionally, we have been advised by our legal counsel in Bermuda, Appleby, that there is doubt as to the enforcement in Bermuda, in original actions or in actions for enforcement of judgments of United States courts, of liabilities predicated upon U.S. federal securities laws, although Bermuda Courts will enforce foreign judgments for liquidated amounts in civil matters subject to certain conditions and exceptions.

     We conduct substantial business operations in China. Accordingly, our results of operations and prospects are likely to be materially impacted by economic, legal and other developments in China.

          Economic Reform Measures in the PRC May Adversely Affect the Company’s Operations or Financial Condition

     In recent years, the PRC government has implemented economic reform measures emphasizing decentralization, utilization of market forces in the development of the economy and a high level of management autonomy. While such economic reform measures are generally viewed as a positive development for foreign businesses investing or establishing operations in China, the reforms are at an early stage and there is not sufficient administrative or judicial precedent to permit the Company to determine with any degree of certainty how the reforms will impact our business in China.

          PRC Civil Law System May Limit the Company’s Remedies

     The Chinese legal system is a civil law system based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the central government has promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. In particular, legislation over the past decades has significantly enhanced the protections afforded to various forms of foreign investment in China. As foreign investment laws and regulations in China are relatively new and because of the limited volume of published decisions and their non-binding nature, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit the remedies available

          PRC Regulation of Telecommunications Industry May Adversely Affect the Company’s Operations or Financial Condition

     In addition, the PRC government has considerable control over the structure and overall development of the telecommunications industry in the PRC. Purchasers of our telecommunications cable in China are subject to extensive regulation by and under the supervision of the primary telecommunications industry regulator in China, the Ministry of Industry and Information Technology (the “MIIT”), which was created by the State Council of the PRC in March 2008 to assume, among other things, the duties of the former Ministry of Information Industry. The MIIT is responsible for formulating policies and regulations for the telecommunications industry, granting telecommunications licenses, allocating frequency spectrum and numbers, formulating interconnection and settlement arrangements between telecommunications operators, and enforcing industry regulations. Other PRC governmental authorities also regulate tariff policies, capital investment and foreign investment in the telecommunications industry. As a result of its accession to the World Trade Organization (“WTO”) and the adoption of the Regulations on the Administration of Foreign-Invested Telecommunications Enterprises in January 2002, which implement its commitments to the WTO, the Chinese government has agreed to gradually liberalize the various segments and regions of the telecommunications market to foreign telecommunications operators. Currently, however, the MIIT has only granted licenses to operate fixed-line telecommunications networks (which use our telecommunications cables) to certain domestic entities. As a result, the business of our companies in China may be more dependent on the political stability of the country and continuity of government policy than if there were more consumers of telecommunications cable and if the government-related entities were not so closely involved in the telecommunications industry. Future changes to the regulations and policies governing the telecommunications industry in China, including possible future industry restructurings, may have a material adverse effect on our business.

          Political or Social Instability in the PRC May Adversely Affect the Company’s Operations or Financial Condition

     Political or social instability in China could also adversely affect our business operations or financial condition. In particular, adverse public health epidemics or pandemics in China could not only interfere with our ability to operate our PRC subsidiaries, but could also affect the country’s overall economic growth, which could in turn affect the sales of our products in China. In addition, as our corporate headquarters are located in Taipei, any escalation in political tensions between the PRC and the government of Taiwan could impact adversely our ability to manage our Chinese operations efficiently or without third party interference.

blackout for a significant period of time may disrupt our manufacturing, and as a result, may have an adverse impact on our business.

     The insurance industry in China is still at an early stage of development. In particular, PRC insurance companies do not offer extensive business insurance products. As a result, we do not have any business liability or disruption insurance coverage for our operations in China. Any business disruption, litigation or natural disaster might result in our incurring substantial costs and the diversion of resources.

          PRC Tax Treatments May Adversely Affect the Company’s Operations or Financial Condition

     Certain of our PRC companies enjoy preferential tax treatments, in the form of reduced tax rates or tax holidays, provided by the PRC government or its local agencies or bureaus. On March 16, 2007, the National People’s Congress of the PRC, or NPC, passed the new PRC Enterprise Income Tax Law (the “New EIT Law”). Under the New EIT Law, effective January 1, 2008, China adopted a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises) and revoked the then current tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, there is a transition period for enterprises, whether foreign-invested or domestic, that were receiving preferential tax treatments granted by relevant tax authorities at the time the New EIT Law became effective. Enterprises that are subject to an enterprise income tax, or EIT, rate lower than 25% may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the New EIT Law. Enterprises that are currently entitled to exemptions or reductions from the standard income tax rate for a fixed term may continue to enjoy such treatment until the fixed term expires. Preferential tax treatments will continue to be granted to industries and projects that are strongly supported and encouraged by the state, and enterprises otherwise classified as such “encouraged” high-tech enterprises will be entitled to a 15% EIT rate. On April 14, 2008, the Measures for the Recognition and Administration of New and High-tech Enterprises (the “Measures”), were promulgated jointly by the Ministry of Science and Technology of the PRC, the Ministry of Finance of the PRC and the State Administration of Taxation of the PRC and became retroactively effective from January 1, 2008. Under the Measures, the term “high-tech enterprise” is defined as a resident enterprise that has been registered in the PRC (excluding Hong Kong, Macao or Taiwan) for more than one year, conducts business in the new and high-tech fields encouraged by government as listed in an appendix to the Measures, continuously undertakes research and development and technology conversion, and relies on self-owned intellectual property rights as the basis of its business operation. Such new and high-tech enterprises may apply for tax incentives. Pacific Electric Wire & Cable (Shenzhen) Co., Ltd. (“PEWS”) is the only subsidiary of the Company in the PRC that qualifies for these tax incentives provided under the Measures. The income tax rate of PEWS under the revised tax incentive regulations was 18%20% in 20082009, and is scheduled to be 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012.

overtime hours, pensions, layoffs, employment contracts and the role of trade unions. Considered one of the strictest labor laws in the world, among other things, this new law requires an employer to conclude an “open-ended employment contract” with any employee who either has worked for the employer for ten years or more or has had two consecutive fixed-term contracts. An “open-ended employment contract” is in effect a lifetime, permanent contract, which is terminable only in specified circumstances, such as a material breach of the employer’s rules and regulations, or for a serious dereliction of duty. Such employment contracts with qualifying workers would not be terminable if, for example, the Company determined to downsize its workforce in the event of an economic downturn. Under the new law, downsizing by 20% or more may occur only under specified circumstances, such as a restructuring undertaken pursuant China’s Enterprise Bankruptcy Law, or where a company suffers serious difficulties in production and/or business operations. Any of the Company’s staff employed to work exclusively within the PRC are covered by the new law and thus, the Company’s ability to adjust the size of its operations when necessary in periods of recession or less severe economic downturns has been curtailed. Accordingly, if the Company faces future periods of decline in business activity generally or adverse economic periods specific to the Company’s business, this new law can be expected to exacerbate the adverse effect of the economic environment on the Company’s results of operations and financial condition. Additionally, this new labor law has affected labor costs of our customers which may result in a decrease in such customers’ production and a corresponding decrease in their purchase of our products.

     Exposure to Foreign Exchange Risks

     Changes in exchange rates influence our results of operations. Our principal operations are located in Thailand, Singapore and China, and a substantial portion of our revenues is denominated in Baht, Singapore dollars or Renminbi. Nearly all of the raw materials for these operations are imported and paid for in U.S. dollars and a substantial portion of our future capital expenditures are expected to be in U.S. dollars. We require a significant amount of U.S. dollars for our ongoing equipment upgrade and maintenance programs. Any devaluation of the Baht, the Singapore dollar or Renminbi against the U.S. dollar would increase the effective cost of foreign manufacturing equipment and the amount of foreign currency denominated expenses and liabilities and would have an adverse impact on our operations. Forward foreign exchange contracts are used on a selective basis to hedge foreign exchange risk, but they do not provide any assurance that we will not incur substantial losses in the event of a devaluation of the Baht, Singapore dollar or Renminbi against the U.S. dollar.

     Although our reporting currency is U.S. dollars, the functional currency of our Thai operations, which accounted for 43.2%32.6% of our sales in 2008,2009, is the Baht, the functional currency of our Chinese operations (except for PEWS and CCH HK which are in US$ and account for 17.8%), which accounted for 27.0%13.6% of our sales in 2008,2009, is the Renminbi, and the functional currency of our Singapore operations, which accounted for 17.3%26.6% of Company sales (including sales of Distributed Products)Products and revenues from SDI project engineering) in 2008,2009, is the Singapore dollar. The functional currency for Australian operation is in Australian dollar and account for 9.4% of total Company sales in 2009. Accordingly, the functional currency accounts of these operations are all translated into U.S. dollars utilizing, for the year, the balance sheet exchange rate for balance sheet accounts, and an average exchange rate for the year for the income statement accounts. Such translation of the functional currency accounts is recognized as a separate component of shareholders’ equity. Any devaluation of the Baht, Singapore dollar or Renminbi against the U.S. dollar would adversely affect our financial performance measured in U.S. dollars.

of its major trading partners to further increase the value of the Renminbi against the U.S. dollar and other global currencies or to allow the global currency markets to determine the comparative value of the Renminbi against freely-traded global currencies. Fluctuations in exchange rates may adversely affect the value, translated or converted into U.S. dollars, of our net assets, earnings and any declared dividends payable by our operating subsidiaries and joint ventures in China. We cannot assure you that any future movements in the exchange rate of the Renminbi against the U.S. dollar or other foreign currencies will not adversely affect our results of operations and financial condition.

     Competition

     The wire and cable industry in the Asia Pacific region is highly competitive. Our competitors include a large number of independent domestic and foreign suppliers. Certain competitors in each of our markets have substantially greater manufacturing, sales, research and financial resources than we do. We and other wire and cable producers increasingly compete on the basis of product quality and performance, reliability of supply, customer service and price. To the extent that one or more of our competitors is more successful with respect to the primary competitive factors, our business could be adversely affected.

     Risks associated with Required Productivity Increases

     We engage in transactions in the ordinary course of business with PEWC, including the purchase of certain raw materials and the distribution of PEWC products in various countries in the Asia Pacific region. We and PEWC have entered into a composite services agreement dated November 7, 1996, as amended and supplemented (the “Composite Services Agreement”), which contains provisions that define our relationship and the conduct of our respective businesses and confers certain preferential benefits on us. The Composite Services Agreement is renewable at our option and is currently in force. However, we are unable to predict whether PEWC would, at some future date, seek to limit, or be unable to perform in whole or in part, the business it conducts with the Company pursuant to the terms of the Composite Services Agreement.

     Risks Relating to Thailand

     A substantial portion of our Thai operations, which accounted for approximately 43.2%32.9% of our net sales in 2008,2009, consists of the manufacture of telecommunications and power cable and sales of those products for use in large-scale telecommunications projects and various construction projects in Thailand. As a result, our future performance will depend in part on the political situation in Thailand and the general state of the Thai

economy. Recent political upheaval in Thailand has resulted, and may continue to result, in fewer and uncompleteda reduced volume, or cancellation or suspension, of contracts with the Thai government, a significant customer of the Company. The Company’s Thai operations are increasingly vulnerable to uncertainties with regard to payment for current sales and the award of future contracts in view of the ongoing political crisis in Thailand. Additionally, in recent years the Thai economy has been highly cyclical and volatile, depending for economic growth in substantial part on a number of government initiatives for economic expansion. However, the Baht remains volatile and subject to significant fluctuations in relation to the U.S. dollar. Such fluctuations in the value of the Baht may negatively impact our performance.

     Environmental Liabilities

     Our fiber optic and copper-based telecommunications business is subject to competition from other transmission technologies, principally wireless-based technologies. Fiber optic cable is presently being used in telecommunications trunks and feeder cable businesses and minimally in the access cable business. In the Asia Pacific markets where we compete, wireless telecommunications businesses have sometimes made substantial inroads in early emerging markets where sufficient funding may not then be available to install the

reversal of the current policies (including favorable tax and lending policies) encouraging foreign investment or foreign trade by our host countries. Although we have not experienced any serious harm in connection with our international operations, we cannot assure you that such problems will not arise in the future.

          4.1 History and Development of the BusinessCompany

     The Company,General

     Asia Pacific Wire & Cable Corporation Limited was formed on September 19, 1996 isas a Bermuda exempted limited liability company which, throughunder the Companies Act. The address of the Company’s principal place of business is 7/Fl. B, No. 132, Sec. 3, Min-Sheng East Road, Taipei, 105, Taiwan, Republic of China, and its operating subsidiaries,telephone number is (886) 2-2712-2558. Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, is the Company’s agent for service of process in the United States.

     The Company is principally engaged in the manufacture and distribution of telecommunications (copper and fiber optic) and power cable and enameled wire products in the Asia Pacific region, primarily in Thailand, China, Singapore Thailand, Australia and China.Australia. The Company manufactures and distributes its own wire and cable products and also distributes wire and cable products (“Distributed Products”) manufactured by its principal shareholder, Pacific Electric Wire & Cable Company, a Taiwanese company (“PEWC”). Since 1997, theThe Company has also offeredprovides project engineering services in the supply, delivery and installation (“SDI”) of power cables.cables to certain of its customers.

     PEWC currently owns beneficially 65.6% of the issuedPrincipal Capital Expenditures and outstanding Common Shares of the Company. SOF Investments, L.P., a Delaware limited partnership, beneficially owns 9.8% of the issued and outstanding

     On March 11, 2009, the SEC declared effective the Company’s shelf registration statement on Form F-1, which registered the Common Shares of the Company held by SOF.SOF (which included the Common Shares sold by SOF to PEWC in the March 27, 2009 transaction). The Company is working diligently to render current the financial disclosure contained in the prospectus that is part of the shelf registration statement on Form F-1 covering the Common Shares held by SOF and certain Common Shares held by PEWC. Actions to be taken by the Company in that regard will include the filing of a post-effective amendment containing the Company’s audited financial statements for the fiscal year ended December 31, 2008.2009.

     On March 27,October 22, 2009 SOF soldthe Board passed a resolution whereby in connection with the restructuring plan, Crown Century Holdings Limited (“CCH HK”), a wholly-owned subsidiary of the Company, planned to acquire 51% of the Common Sharesshares Asia Pacific Electric Cable, Pty, Ltd., an Australian company owned 13.79% by APWC and 86.21% by Sigma Cable Co. (Pte) Limited (“Sigma Cable”). The plan would call for a transfer of shares from Sigma Cable for a consideration of $9,958,917, in order to offset the Company heldloans being extended by itCCH HK to PEWC. In connection with suchSigma Cable. This transaction the Company, PEWC and SOF entered into an Amended and Restated Shareholders Agreement, pursuant to which, among other things, the Company was granted an extension until February 2011 for it to achieve a listingcompleted on a national Securities Market and SOF maintained its right to sell its remaining Common Shares to PEWC if the Company does not achieve that listing.March 3, 2010.

          4.44.3 Business Overview

     The Company is a holding company that operates its business through operating subsidiaries and joint ventures, principally located in Thailand, China, Singapore and Australia.

     The following chart shows the organizational structure of the Company and its principal operating subsidiaries, including joint venture ownerships, and the percentage of ownership interest and voting power in each case. The location of the headquarters of each company is indicated in parentheses under the company’s name (“S” for Singapore, “T” for Thailand, “A” for Australia and China.“C” for China or Hong Kong).

     Thailand

     The Company’s Thai operations are conducted through Charoong Thai Wire and Cable Public Company Limited (“Charoong Thai”), Siam Pacific Electric Wire & Cable Company Limited (“Siam Pacific”) and Pacific-Thai Electric Wire & Cable Co. Ltd. (“Pacific Thai”). Although a majority of the board members must be Thai nationals, APWC is the one in control as 4 out of 6 shareholder companies are related or indirectly owned by APWC.

     Charoong Thai is a publicly-traded Thai corporation, the shares of which are listed on the Stock Exchange of Thailand (“SET”). Immediately after the acquisition of Siam Pacific by Charoong Thai, the shareholders of Charoong Thai consisted of the Company (68.42%), Ital-Thai (16.90%) and Bangkok Insurance (5.31%), with the rest of the shares being publicly-traded on the SET. After the sale of some of its Charoong Thai shares on the open market, the Company held approximately 52.43% of the issued and outstanding shares of Charoong Thai as of December 31, 2005. As of December 31, 2008, the Company effectively owned 50.93% of the issued and outstanding shares of Charoong Thai, with the decrease in the Company’s percentage ownership being attributable to the exercise of warrants or conversion of convertible securities by third parties. The Company’s present intention is to maintain majority ownership of the voting securities of Charoong Thai. Charoong ThaiIt manufactures aluminum and copper electric wire, medium and high voltage power cable and telecommunications cable. It has subsidiaries and affiliates in the businessbusinesses of optic fiber cable manufacturing and the provision of telecommunication and network services. Charoong Thai was established in Thailand in 1967 as a limited public company. As of December 31, 2009, the Company effectively owned 50.93% of the issued and outstanding shares of Charoong Thai. The Company’s present intention is to maintain majority ownership of the voting securities of Charoong Thai. The board of directors of Charoong Thai may authorize the issuance of additional shares of common stock of Charoong Thai. The Company has preemptive rights to purchase an amount of additional shares equal to its pro rata share of the additional authorized shares, less amounts reserved for directors, officers and employees. In the event the board of Charoong Thai decides to cause it to issue those additional shares, the Company may decide not to exercise its preemptive right, in which case the Company’s interest may be diluted.

     Siam Pacific was established in 1988 as a joint venture between PEWC and Ital-Thai, which at the time was the largest diversified construction company in Thailand, principally engaged in the design, engineering, construction and project management of large-scale civil engineering and telecommunications projects in Thailand. Capitalizing on PEWC’s wire and cable manufacturing expertise and Ital-Thai’s significant presence in the local market, Siam Pacific was able to establish its presence in this market and gain knowledge of business opportunities in Thailand. Siam-Pacific is now a 100%-owned subsidiary of Charoong Thai. Siam Pacific manufacturesThai and it

focuses on the manufacture of telecommunications cable, power cable and enameled wire for the domestic Thai market.

downturn in the subsequent deterioration of themarket for fiber optic market price,cable after the SHP joint venture was established, the plant intended to be constructed for manufacturing fiber optic cable has yet to be completed and a production date for commencing operations has not been determined. The actual commencement of operations, if it occurs at all, will depend on our ongoing assessment of market conditions.

     Malaysia

     Elecain Industry Sdn Bhd (“Elecain”), an operating subsidiary of the Company located in Malaysia, ceased operations in 2007. The board’s intention was to liquidate the company but due to some irreconcilable accounting reasons on inter-company balance the company still exists. Elecain was not significant to the business of the Company.

               4.4.14.3.1 Products and Services

     The Company engages in three principal business lines consisting of the manufacture of wire and cable products, the distribution of its own manufactured products and of certain wire and cable products manufactured by PEWC, and the provision of project engineering services to certain of its customers. The Company manufactures and sells a wide variety of wire and cable products primarily in four general categories: telecommunications cable, power transmission cable, enameled wire and, until May 2007, electronic cables, which the Company ceased to manufacture as of that date. The Company’s telecommunications and power cables are used in a range of infrastructure projects and in commercial and residential developments. The Company’s enameled wire is used in the manufacturing of components and sub-components of household appliances and small machinery. The electronic cables, which include cable harnesses, are used in the electronics, computer, building automation, audio and communication industries. In addition, the Company acts as the Singapore distributor of wire and cable products manufactured by PEWC. The Company also offers SDI project engineering services of medium and high voltage cable for power transmission projects in Singapore.

     Telecommunications Cable

     The Company produces a wide range of bundled telecommunications cable for telephone and data transmissions with different capacities and insulations designed for use in various internal and external

     Unarmored cable is composed of one or more cores of copper wire, insulated by substances such as PVC. Armored cable is produced in the same manner and the same range of configurations as unarmored cable, but with the addition of an outer layer of galvanized steel or iron wires to protect the cable from damage.

     Enameled Wire

     The Company also produces several varieties of enameled wire. Enameled wire is copper wire varnished, in an enameling process, by insulating materials. The enameling process makes the wire more resistant to oil, heat, friction and fusion, and therefore suitable for use in machinery and components and sub-components of manufactured goods. The Company manufactures enameled wire in sizes that range from 0.02 mm to 4.00 mm in diameter, varnished by various types of petroleum insulation materials including polyvinalpolyvinyl formal, polyurethaneapolyurethane wire and polyester, among others. Enameled wire products are used in the assembly of a wide range of electrical products, including oil-filled transformers, refrigerator motors, telephones, radios, televisions, fan motors, air conditioner compressors and other electric appliances.

     Electronic Cables

     Until May 2007, the Company also produced a wide range of electronic cables and related byproducts, including high specification telecommunication cables, data-communication cables, security cables, cable assemblies, fiber optic cables, local area network (“LAN”) patch-cords products and harness assembly. The products were used in the electronics, building automation, telecommunications and data-communications industries. The customers included government bodies, large construction companies, subcontractors bidding for government contracts and system integrators. These cables were produced by the Sigma-Epan group, which ceased manufacturing operations in May 2007. Since Sigma-Epan ceased manufacturing operations, the Company no longer manufactures electronicvarious cables but continues to trade specialty electronic and other types of cables.

     The Company has historically purchased a substantial portion of its copper rods from PEWC. Under the Composite Services Agreement between the Company and PEWC, PEWC agreed to supply to the Company on a priority basis its copper rod requirements at prices at least as favorable as prices charged to other purchasers in the same markets purchasing similar quantities. PEWC continues to be the principal supplier of copper rods to the Company’s operations. Under the Company’s copper rod supply arrangements, orders will be placed between eight to ten weeks before the desired delivery date, with prices “pegged” to the average spot price of copper on the LME for the one month prior to delivery plus a premium.

     The Company purchases copper cathodes, which are subject to a 1.0% import tariff, for use at its Thailand operations in order to avoid the higher import tariff of 5.0% on copper rods. The Company obtains copper cathodes from three major suppliers which import cathodes into the Thai market. These suppliers are Mitsubishi Corporation, Mitsui & Co (Thailand) and Marubeni Corporation. The Company has regularly signed one-year contracts with each of its copper cathode suppliers pursuant to which the Company agrees to purchase a set quantity of copper cathodes each month. Under the terms of such contracts, the price of copper cathodes is usually “pegged” to the average of the spot price of copper on the LME for the delivery month plus a premium. The Company believes its relationships with its three copper cathode suppliers will allow access to alternative supplies in the event one or more of such suppliers was unable or unwilling to renew a supply contract on terms satisfactory to the Company, although the Company does not anticipate any change in relations in the near term.

     The Company attempts to maintain approximately a three to five week supply of copper rods and cathodes for its Thai operations and approximately a two to four week supply in Singapore. In PEWS, the Company was able to maintain one to two weeks of supply of copper rods and cathodes. The Company has never experienced a material supply interruption or difficulty obtaining sufficient supply of copper rod or cathode.

     Depending on the requirements of its customers, the Company has the capability to manufacture its products to meet a variety of different quality and production standards. These include local standards and certifications, such as the Singapore Institute of Standards and Industrial Research Quality Mark and the Thailand Industrial Standard, as well as other standards including the National Electrical Manufacturers Association Standard, the British Standard, the Japan Industrial Standard and Underwriters Laboratories Inc. Standard, as applicable.

     All the major companies in the group have attained International Standards Organization (“ISO”) 9002 certification for quality management and assurance standards in the manufacture of electric wire and cable and have maintained that certification for at least the last ten years. The certifications mean that the companies have in place quality assurance systems and the capability to consistently manufacture products of quality.

               4.4.54.3.5 Sales and Marketing

     The Company’s telecommunications cable and power cable products are primarily sold in the domestic markets of the countries where they are manufactured, whereas most of the enameled wire manufactured by the Company is exported to take advantage of Pacific Thai’s tax status exempting it from paying import duties on raw materials used in the manufacture of export product. The following table sets forth the Company’s sales revenues by geographic area for the periods indicated among its three segments and, within the manufactured products segment, by geographic market, together with their respective percentage share of total sales revenue for such periods:

price fluctuations, the Company attempts to determine the prices of its products based on the prevailing market price of copper. However, the Company may be affected, to a degree, in the short term by significant fluctuations in the price of copper.

     Payment methods for the Company’s products vary with markets and customers. The majority of sales by the Company of its manufactured products require payment within 90 days, but may vary depending on the customer and payment record. Sales pursuant to a successful project tender or sales to governmental or public utilities are conducted in accordance with the tender or other applicable regulations. In connection with the distribution of medium and high voltage power cable manufactured by PEWC, the Company is required to pay PEWC 90% of the cost of the products either within 30 days of receipt of the product or, in the case of SDI products, upon installation, with the remaining 10% to be paid within one year. In connection with the purchase of copper rod, the Company is required to pay PEWC the cost of the copper rod within 30 days from obtaining the products from PEWC. For the export market, payment is usually made by prior delivery of an irrevocable letter of credit. Neither the Company nor its local subsidiaries offer financing for purchases of the Company’s products. The Company sells its products in the local currency of the country of sale. Company employees engaged in sales and marketing are paid a salary and may also receive a bonus based on performance.

     Products are marketed under the respective names of each company. For instance, products manufactured by Siam Pacific are marketed under the “Siam Pacific” and “PTEWC” brands, both registered trademarks in Thailand; products manufactured by Sigma Cable are sold under the “Sigma Cable” brand.

placed from time to time with the Company by SP Powerassets. Sales of copper wire and cable products purchased from PEWC since 20062007 are as follows (in thousands):

that Siam Pacific and Charoong Thai are two of the five largest wire and cable producers in Thailand and their principal competitors are the three other largest producers in Thailand. These five largest producers are the only producers of telecommunications cable approved by the Thai Industrial Standards Institute and, therefore, the only cable producers whose products may be used in government-commissioned projects. Stringent governmental approval processes, tariffs and other import restrictions have limited competition in the Thailand market from foreign wire and cable producers. The Company also experiences significant competition from a number of smaller producers with regard to sales of enameled wire products.

     Singapore

     Based on information provided by the Cable Association in Singapore, the Company principally competes with four other major wire and cable manufacturers in Singapore. Although the Company believes it is the largest or second largest supplier of power cable in Singapore based on information on sales by dollar value provided by the Cable Association in Singapore, it experiences significant competition from other local producers.

     There areis no tariff or other barriers against foreign competition in the local Singapore market and potential competitors are free to enter the industry. However, because of high capital costs, the Company believes it is unlikely that there will be new domestic entrants to the wire and cable industry in Singapore in the near future.

               4.4.74.3.7 Regional Considerations

     ThePrior to the onset of the 2008 recession, the principal Asian markets in which we do business have showndisplayed exceptional overall economic growth in recent years compared to the United States and a number of other more developed markets, subject to occasional episodes of economic and currency exchange volatility attributable to various factors including the increased risks of emerging market investment, actual or potential political instability and pandemics such as the SARS health crisis several years ago. In some countries, the IMF exerts considerable influence over economic policy and provides support to stabilize the domestic economy. In general, the Asian markets in which we do business have been export-driven in recent years and have in the case of China and Singapore, for example, accumulated considerable capital reserves, which contributes to a more stable business environment.

     Thailand

     According to the AprilNovember 2009 East Asia and Pacific Update published by the World Bank, the GDP growth projection in Thailand for 2008 was 2.6% compared to 4.9%2009 would remain at the -2.7 percent level that it had predicted in 2007.April. Still, this year’s contraction would be Thailand’s first since 1998. The World Bank currently forecasts that Thai GDP growth will be approximately -2.7%3.5% in 2009.2010.

     A substantial portion of the Company’s Thai operations, which accounted for approximately 43.2%32.9% of the Company’s net sales in 2008,2009, consists of the manufacture of telecommunications and power cable and sales of

remains low by international standards. The Company believes that, in the medium to longer term, there will be an increased demand for power supply which will lead to increased demand for the Company’s power cable products from both developers of power production facilities and contractors installing power supply lines.

     Singapore

     The Singapore government reported that the economy grew by only 1.1%4.63% in 2008,2009, as compared to the 7.8%1.1% growth recorded in 2007. The manufacturing sector, which makes up about a quarter of Singapore’s total output, shrank by 10.7% in 2008. The services sector, which makes up about three-fifths of the Singapore economy, declined by 1.3% in the fourth quarter of 2008, but recorded an overall growth of 4.7% in 2008. Construction, the third and smallest sector of the Singapore economy, increased by 20.3% in 2008. The Singapore government has projected its economygross domestic product from -2.8% in December 2009 to retract 6.0% to 9.0%13.1% in 20092010 (first quarter data) due to worldwide economic conditions.

     The Singapore government has established targets to increase the population from 4.6 million in 2007 to approximately 6 million by the end of 2020. This planned growth in population is expected to result in an increase in demand for residential property and construction.

     The following discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto incorporated by reference herein. Because nearly 90%around 83% of the Company’s revenues are derived from its manufactured products segment, the following discussion is not presented on a segment basis.

          5.1 Disclosures of Critical Accounting Policies

     Management’s discussion and analysis of financial condition and results of operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

     Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

     InventoriesInventory

     Inventories are valued at the lower of cost or market value. Cost is determined using the first-in, first-out or weighted average method.

     In 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. Our policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense.

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 ultimatelikelihood of future realization of inventories, weits deferred tax assets, including our recent cumulative earnings experience and expectations of future taxable income by taxing jurisdiction, the carry-forward periods available to the 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 equipment are requiredstated 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 make judgmentscurrent operations as to future market requirements compared with current inventory levels. Revisions to our allowance for inventories may be required if actual market requirements differ from our estimates.

     Depreciation for 2007, 2008 and 2009 amounted to $9,079, $7646 and $8,941, respectively. No depreciation expense is charged for construction in all of its product linesprogress and machinery and equipment under installation.

     Capitalized interest on a regular basis. The allowances for inventories are madeconstruction in progress is added to reduce excess inventories to their estimated net realizable values, as necessary. The subsidiaries will take into consideration their best estimates of product sales prices, copper prices and customer demand patterns. The estimates used by the Company to determine its allowance for inventory losses may be more or less than the actual amount or results. The subsidiaries will also evaluate inventory on a regular basis for obsolete or slow-moving items to ascertain if the recorded allowance is reasonable and adequate. Inventory is written down for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventorythe underlying asset and is depreciated over the estimated net realizable value based upon assumptions about future demand and market conditions.

     When property and equipment are retired, sold or otherwise disposed of, various assets. Our most significant assets that require management to prepare or obtain valuations are goodwill, as discussed further below, and deferred income taxes. Management must identify whether events have occurred that may impact the carrying value of these assets and make assumptions regarding future events, such as profitability. Differences between the assumptions used to prepare these valuations and actual results could materially impact theasset’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 NPC joint venture and liquidated its major equipment at the NPC facility. In October 2009, the Company made a resolution to acquire an additional 5.42% shareholding of these assets and net earnings.NPC from the Republic of China (“PRC”) joint venture partner. The Company plans to resume manufacturing operations with new constructed facilities at the NPC site. The acquisition of the additional shareholding is expected to be completed in July 2010.

     Goodwill primarily resulted from a business combination. The Company adopted ASC 350, “Intangibles-Goodwill and Other Intangible Assets,”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. 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.

     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, 2007, 2008 and 2009, no impairment was indicated. Total goodwill was $8,801, $8,801 and $8,801 as of December 31, 2007, 2008 and 2009, respectively.

     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 our reporting unit usingtax, reported in a discounted cash flow approach, whichseparate 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 future cash flow projections over several years. Our 2008 goodwill impairment test used a discount rate basedthe specific identification method. Interest and dividends on a constant weighted average cost of capital of 9.0%. Future cash flow projections usedsecurities classified as available-for-sale are included in our goodwill impairment test are based on management’s estimate of future profitability based on expected market conditions in each region of operation and adjusted for other cash movements. The growth rates used in the analysis for the year 2008 ranged from 1.0% to 5.0%, depending on the country of operation and the products manufactured.investment income.

     We determine the amount of goodwill impairment, if any, by comparing the implied fair value of goodwill with the carrying amount of that goodwill. Based on our goodwill impairment test as of each of December 31, 2006, 2007 and 2008, we have concluded that there has been no impairment of our goodwill.

     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 2007, 2008 and 2009, the Company recorded impairment charges of $0.1 million in Shandong Huayu Pacific Fiber Optics Communication Co., Ltd. (“SHP”) due to an oversupply of products in the market at Shandong and the suspension of construction of the SHP production line. The Company did not record an impairment charge of $117, $nil and $nil, respectively, related to investment in 2008.certain equity investees.

     Revenue Recognition

     Sales representrepresents 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 summarized in the following paragraph must also be met before revenue is recognized.

     The Company recognizes revenue in accordance with Staff Accounting Bulletin, SAB 104 a revision of Topic 13 – “Revenue Recognition.” The Company sells its products under sales agreements, acknowledged purchase orders or other means to evidence the existence of an agreement between the Company and its customer. Revenue is recognized upon deliverySales of goods or when services are rendered. The Company’s price is fixed for each sale in the governing sales agreement; and the Company assesses the creditworthiness of its customers prior to making credit sales. If the Company’s assessment is not to extend credit to a particular customer, sales are made on a cash basis or in special circumstances, collateral or other means of security is obtained from the customer prior to the sale.distribution activities

     The Company is also a distributor of wire and cable products manufactured by PEWC. Revenue on distributed products is recognized based on the gross amount billed to a customer because it has earnedrecognizes revenue from the sale of goods and distribution activities upon passage of title to the goods or services,customer that coincides with their delivery and acceptance. This method of revenue recognition is in accordance with EITF 99-19 – “Reporting Revenue Gross as a Principal versus Net as an Agent.” Cost of sales of distributed products is reported separately. Revenue earned on distributed products is reported gross, as the Company:

     The Company offers sales incentivesclassifies shipping and handling costs incurred in connection with power cable sales to wholesalers and distributors. These incentives include both rebates offered to customers for purchasing a certain volumecost of product during the year and settlement discounts for early payment of sales invoices. Both forms of incentives are recognized as a reduction to gross sales.

     A portion of ourInstallation activities

     The Company recognizes revenue is generated from installation activities which are recognized using the percentage-of-completion method. Recognized revenuesmethod, based on the customer certification of the distance of cable laid with respect to the estimated total contract revenue, and profit are subject to revisions as the activity progresses to completion.in accordance with ASC 650-35, “Revenue Recognition-Construction-Type and Production-Type Contracts”.

     We allocate revenue fromWhen 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 theirits relative fair values.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-specificcustomer-specified return or refund privileges. The amounts of revenue recognized are impacted by our judgments as to whether an arrangement includes multiple elements. Changes to the elements in an arrangement could affect the timing of the revenue recognition.

     The 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.

     The Company recordsrecognizes 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 valuation allowance to reduce its deferred tax assetscomponent 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 amount that is more likely thanhedged 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 to be realized. Whilequalifying as hedges are reported in income.

     As of December 31, 2007, 2008 and 2009, the Company has considered future taxable incomeentered into forward exchange sale contracts with notional values of $12,674, $3,500 and ongoing prudent and feasible tax planning strategies in assessing the need for valuation allowance, in the event$nil, respectively. As of December 31, 2008, the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

     Basic and diluted earnings (loss) per share are calculated in 2008.accordance with ASC 260, “Earnings Per Share”. There are no dilutive equity instruments.

     Fair Value Measurements

     Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157 –ASC 820, “Fair Value Measurements” (“SFAS No. 157”),Measurements and related FASB Staff Positions, including FSP FAS 157-3 –“Determining the Fair Value of a Financial Asset When the MarketDisclosures” for That Asset Is Not Active” (“FSP FAS 157-3”).financial assets and liabilities. Under SFAS No. 157,ASC 820, fair value is defined as the price that would behave 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. SFAS No. 157ASC 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:

first annual period following December 15, 2007. SFAS 159 became effective for us for the fiscal year beginning on2008; early adoption is not permitted. The Company adopted this statement as of January 1, 20082009 and it did not have an effect on our consolidated financial statements.

     In December 2007, the FASB issued SFAS No. 141 (Revised 2007) — “Business Combinations” (“SFAS No. 141(R)”), which establishes principles and requirements for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree.amended ASC 810, “Consolidation”. This statement also establishes disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, and interim periods within those fiscal years. The impact of this standard is dependent upon the level of future acquisitions by the Company.

     In November 2008, the FASB issued its final consensus on Issue 08-8 — “Accounting for an instrument (or an embedded Feature) with a settlement amount that is based on the stock of an entity’s consolidated subsidiary.” This issue applies to freestanding financial instruments (and embedded features) for which the payoff to the counterparty is based, in whole or in part, on the stock of a consolidated subsidiary. This issue applies to those instruments (and embedded features) in the consolidated financial statements of the parent, whether the instrument was entered into by the parent or the subsidiary. This issue will be effective for fiscal years beginning on or after December 15, 2008amended ASC 323, “Investments-Equity Method and interim periods within those fiscal years. Early adoption is not permitted. The consensus shall be applied to outstanding instruments as of the beginning of the fiscal year in which this issue is initially applied. The adoption of Issue 08-8 is not expected to have a material effect on the consolidated financial statements of the Company.

     In December 2008,April 2009, the FASB issuedamended ASC 820, “Fair Value Measurements and Disclosures”, in which, if an entity determines that the FASB Staff Position (“FSP FAS 140-4level of activity for an asset or liability has significantly decreased and FIN 46(R)-8”) which amends FASB Statement No. 140 — “Accounting for Transfersthat a transaction is not orderly, further analysis of transactions or quoted prices is needed, and Servicing of Financial Assets and Extinguishments of Liabilities,” to require public entities to provide additional disclosures about transfers of financial assets. It also amends FASB Interpretation No. 46 (revised December 2003) — “Consolidation of Variable Interest Entities,” to require public enterprises, including sponsors that have a variable interest in a variable interest entity, to provide additional disclosures about their involvement with variable interest entities. Additionally, FSP FAS 140-4 and FIN 46(R)-8 requires certain disclosures to be provided by a public enterprise that is (a) a sponsor of a qualifying special-purpose entity (“SPE”) that holds a variable interest in the qualifying SPE but was not the transferor (“nontransferor”) of financial assetssignificant adjustment to the qualifying SPEtransaction or quoted prices may be necessary to estimate fair value in accordance with FASB ASC 820. The Company adopted this amendment and (b) a servicer of a qualifying SPE that holds a significant variable interest in the qualifying SPE butthere was not the transferor (nontransferor) of financial assets to the qualifying SPE. FSP FAS 140-4 and FIN 46(R)-8 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The adoption of FSP FAS 140-4 and FIN 46(R)-8 is not expected to have ano material effectimpact on the consolidated financial statementsposition, results of the Company.operations or cash flows.

     In JanuaryMay 2009, the FASB issued ASC 855, “Subsequent Events”. This Standard sets forth: 1) the FASB Staff Position — “Amendments toperiod after the Impairment Guidance to EITF Issue No. 99-20” (“FSP EITF 99-20-1”)balance sheet date during which amendsmanagement of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the impairment guidancefinancial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in EITF Issue No. 99-20 — “Recognition of Interest Incomeits financial statements; and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether3) the disclosures that an other-than-temporary impairment has occurred. FSP EITF 99-20-1 also retains and emphasizesentity should make about events or transactions that occurred after the objective of an other-than-temporary impairment assessment and the related disclosure requirements in FASBbalance sheet date. This Statement No. 115 — “Accounting for Certain Investments in Debt and Equity Securities,” and other related guidance. FSP EITF 99-20-1 is effective for interim and annual reporting periods ending after DecemberJune 15, 2008,2009. The Company adopted this statement and shallthere was no impact on the financial position, results of operations or cash flows.

     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 prospectively. Retrospective applicationby 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 a priorprovide guidance on the fair value measurement of liabilities. ASU 2009-05 is effective for interim orand annual reporting period is not permitted.periods beginning after August 26, 2009. The adoption of FSP EITF 99-20-1 isthe amendments to the FASB Accounting Standards Codification resulting from ASU 2009-05 did not expected to have a material effectimpact on the Company’s consolidated financial statementsstatements.

     In October 2009, the FASB issued ASU No. 2009-13, “Multiple Deliverable Revenue Arrangements - a consensus of the Company.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

          5.2 Selected Gross Margin Data

��     This discussion should be read in conjunction with the information contained in our audited consolidated financial statements and notes thereto (the “Financial Statements”) presented in Item 18 of this Annual Report.

     We analyzeResults are analyzed and report our resultsreported along the lines of our three principal business segments, consisting of manufactured products, project engineering and distribution. The operating data that senior management collects and analyzes from our operating subsidiaries include, in certain cases, certain limited information regarding results along product lines within our manufactured products segment. For the benefit of our shareholders, we includeincluded in the summary table below are certain results for product lines within our manufactured products segment with regard to net sales, gross profit and gross profit margin for the periods covered. The following table sets forth selected summary data for the periods indicated (dollar ($) amounts in thousands of US$):

          5.3 Operating Results

     The Company is 65.6% owned and controlled by PEWC, a Taiwanese company. An additional 9.8% of the Common Shares are owned and controlled by a U.S.-based private equity fund. The remaining 24.6% of the outstanding Common Shares are publicly-traded in the United States on the OTC BB. Based upon a review of Schedule 13D and 13G filings made with the Commission by shareholders, and a review of the share register maintained by the Company’s transfer agents in Bermuda and the U.S., the Company is not aware that it has any shareholders resident in the jurisdictions where the Company has business operations. While the Company’s operations and results are impacted by economic, fiscal, monetary and political policies of the respective governments in the countries where the Company has operations,operates, that impact is not a function of the shareholder base of the Company.

               5.3.1 Year Ended December 31, 2009 Compared with Year Ended December 31, 2008