United States securities and exchange commission logo
August 13, 2021
Ivan Hsia
Chief Financial Officer
ASIA PACIFIC WIRE & CABLE CORP LTD
15/Fl. B, No. 77, Sec. 2
Dunhua South Road
Taipei, 106, Taiwan
Republic of China
Re: ASIA PACIFIC WIRE &
CABLE CORP LTD
Registration
Statement on Form F-1
Filed July 16, 2021
File No. 333-257970
Dear Mr. Hsia:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed July 16, 2021
Prospectus Cover Page, page i
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
Bermuda holding company with operations conducted by your
subsidiaries.
2. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
and/or the value of
your common shares or could significantly limit or completely hinder
Ivan Hsia
FirstName LastNameIvan Hsia
ASIA PACIFIC WIRE & CABLE CORP LTD
Comapany
August 13, NameASIA
2021 PACIFIC WIRE & CABLE CORP LTD
August
Page 2 13, 2021 Page 2
FirstName LastName
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless. Your disclosure
should address how
recent statements and regulatory actions by China s government, such
as those related to
the use of variable interest entities and data security or
anti-monopoly concerns, has or
may impact the company s ability to conduct its business, accept
foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3. Clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Disclose clearly the entity (including the
domicile) in which
investors are purchasing their interest.
Summary Risk Factors, page iii
4. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks in the
prospectus. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of
your common shares. Acknowledge any risks that any actions by the
Chinese government
to exert more oversight and control over offerings that are conducted
overseas and/or
foreign investment in China-based issuers could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
Prospectus Summary, page 1
5. Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
authorities to operate and issue these securities to foreign
investors. State whether you or
your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any
other entity that is required to approve your or your subsidiaries'
operations, and state
affirmatively whether you have received all requisite permissions and
whether any
permissions have been denied.
6. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
the your operating
structure. Quantify any cash flows and transfers of other assets by
type that have occurred
between the holding company and its subsidiaries and direction of
transfer. Quantify any
Ivan Hsia
FirstName LastNameIvan Hsia
ASIA PACIFIC WIRE & CABLE CORP LTD
Comapany
August 13, NameASIA
2021 PACIFIC WIRE & CABLE CORP LTD
August
Page 3 13, 2021 Page 3
FirstName LastName
dividends or distributions that a subsidiary has made to the holding
company and which
entity made such transfer, and their tax consequences. Similarly
quantify dividends or
distributions made to U.S. investors, the source, and their tax
consequences. Describe any
restrictions on foreign exchange and your ability to transfer cash
between entities, across
borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to
distribute earnings from your businesses, including subsidiaries
and/or consolidated VIEs,
to the parent company and U.S. investors as well as the ability to
settle amounts owed.
7. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
your disclosure to so state.
Risk Factors, page 14
8. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common shares.
Also, given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
9. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight impacts
your business and your
offering and to what extent you believe that you are compliant with
the regulations or
policies that have been issued by the CAC to date.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Ivan Hsia
ASIA PACIFIC WIRE & CABLE CORP LTD
August 13, 2021
Page 4
Please contact Geoff Kruczek at (202) 551-3641 or Anne Parker, Office
Chief, at (202)
551-3611 with any questions.
Sincerely,
FirstName LastNameIvan Hsia
Division of Corporation Finance
Comapany NameASIA PACIFIC WIRE & CABLE CORP LTD
Office of Manufacturing
August 13, 2021 Page 4
cc: Benjamin Fackler
FirstName LastName