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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December. 31, 2023

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

oSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14542

ASIA PACIFIC WIRE & CABLE

CORPORATION LIMITED

(Exact name of Registrant as specified in its charter)

Bermuda

(Jurisdiction of incorporation or organization)

15/Fl. B, No. 77, Sec. 2

Dunhua South Road

Taipei,106, Taiwan

(Address of principal executive offices)

Ivan Hsia

15/Fl. B, No. 77, Sec. 2

Dunhua South Road

Taipei,106, Taiwan

Tel: +886-2-27122558

Email: ivan.hsia@apwcc.com

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value 0.01 per shareAPWCNASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

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.

20,616,227 Common Shares outstanding as of December 31, 2023

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

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.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filero Accelerated filero Non-accelerated filer x Emerging growth companyo

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAPo

International Financial Reporting Standards as issued by the International Accounting Standards Boardx

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.

o Item 17 o Item 18

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).

Page
Part I
Item 1: Identity of Directors, Senior Management and Advisers6
Item 2: Offer Statistics and Expected Timetable6
Item 3: Key Information6
3.A. Selected Consolidated Financial Data6
3.B. Capitalization and Indebtedness8
3.C. Reasons for the Offer and Use of Proceeds8
3.D. Risk Factors8
Item 4: Information on the Company25
4.A. History and Development of the Company25
4.B. Business Overview26
4.C. Organizational Structure33
4.D. Property, Plants and Equipment34
Item 4A: Unresolved Staff Comments34
Item 5: Operating and Financial Review and Prospects34
5.A. Operating Results34
5.B. Liquidity and Capital Resources41
5.C. Research and Development43
5.D. Trend Information43
5.E. Critical Accounting Estimates43
Item 6: Directors, Senior Management and Employees44
6.A. Directors and Senior Management44
6.B. Compensation46
6.C. Board Practices46
6.D. Employees47
6.E. Share Ownership47
6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation48
Item 7: Major Shareholders and Related Party Transactions48
7.A. Major Shareholders48
7.B. Related Party Transactions48
Item 8: Financial Information49
8.A. Consolidated Statements and Other Financial Information49
8.B. Significant Changes50
Item 9: The Offer and Listing50
Item 10: Additional Information50
10.A. Share Capital50
10.B. Memorandum of Association and Bye-Laws50
10.C. Material Contracts58
10.D. Exchange Controls59
10.E. Taxation60
10.F. Dividends and Paying Agents64
10.G. Statement by Experts64
10.H. Documents on Display64
10.I. Subsidiary Information64
Item 11: Quantitative and Qualitative Disclosures About Market Risks64
11.1 Interest Rate Risk64
11.2 Foreign Currency Risk64
11.3 Market Risks Relating to Copper65
11.4 Equity Price Risk65
11.5 Fair Value of Designated Market-Sensitive Derivative Contracts65
Item 12: Description of Securities Other than Equity Securities65
Part II
Item 13: Defaults, Dividend Arrearages and Delinquencies66
Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds66
Item 15: Controls and Procedures66
Item 16A: Audit Committee Financial Expert67
Item 16B: Code of Ethics67
Item 16C: Principal Accountant Fees and Services67
Item 16D: Exemptions from the Listing Standards for the Audit Committees67
Item 16E: Purchases of Equity Securities by the Issuer and Affiliated Purchasers67
Item 16F: Change in Registrant’s Certifying Accountant67
Item 16G: Corporate Governance67
Item 16H: Mine Safety Disclosure68
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections68
Item 16J. Insider Trading Policies68
Item 16K. Cybersecurity68
Part III
Item 17: Financial Statements70
Item 18: Financial Statements70
Item 19: Exhibits70
19.1 Index to Audited Financial Statements70
19.2 Index to Exhibits71
Signature72

CERTAIN DEFINITIONS AND CONVENTIONS

Unless the context otherwise indicates or requires, all references to:

the terms “we,” “us,” “our,” and “APWC” refer to Asia Pacific Wire & Cable Corporation Limited, a holding company incorporated in Bermuda with principal executive offices in Taipei, Taiwan.

the terms “our Company,” “our business” and “our operations” refer to APWC together with our operating subsidiaries.

Dollar amounts in this Annual Report are expressed in thousands ($000), except where otherwise indicated (e.g. “million”) or with respect to earnings per share.

the terms “dollar”, “US$” or “$” refer to U.S. dollars, the lawful currency of the United States of America.

“Bt,” “Thai Baht”, “THB” or “Baht” refer to Baht, the legal tender currency of Thailand.

“Sing$” or “S$” refer to Singapore dollars, the legal tender currency of Singapore.

“A$” or “AU$” refer to Australian dollars, the legal tender currency of Australia.

"TWD" refers to the Taiwan New Dollar, the legal tender currency of Taiwan.

“RMB” refers to the Chinese Renminbi, the legal tender currency of China.

“Thailand” refers to the Kingdom of Thailand.

“Singapore” refers to The Republic of Singapore.

“Taiwan” or "ROC" refer to Taiwan, The Republic of China.

“China” or “PRC” refer to The People’s Republic of China (for the purpose of this Annual Report, excluding Hong Kong and Macau).

“Australia” refers to the Commonwealth of Australia.

“United States” or “U.S.” refer to the United States of America.

Most measurements in this Annual Report are given according to the metric system. Standard abbreviations of metric units (e.g., “mm” for millimeter) have been employed without definitions. All references in this Annual Report to “tons” are to metric tons, which are equivalent in weight to 2,204.6 pounds or 1,000 kilograms.

All references to “outstanding” in respect of APWC’s Common Shares shall mean that such Common Shares have been issued by APWC and are not registered in APWC’s register of members as treasury shares.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F ("Annual Report") contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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”, “may”, “should”, “likely”, “seeks” 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; the impact of the COVID-19 pandemic on our business, operations, demands for our products, results, financial position and liquidity; the extreme volatility in the demand for and the pricing of commodities, including copper, our principal raw material, and their individual or collective impact on demand for our products and services; the introduction of competing products or technologies; the volatility of share prices on major securities exchanges throughout the world, our inability to successfully identify, consummate and integrate acquisitions; our potential exposure to liability claims; the uncertainty and volatility of the markets in which we operate; changes in laws or regulations applicable to our Company in the markets in which we conduct business; the availability and price of copper, our principal raw material, including the effects of recent and potential economic sanctions on Russia; 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; in certain markets, our ability to compete effectively with state-owned enterprises (“SOEs”), which may receive governmental subsidies to enhance results or receive preferred vendor status in state controlled projects; 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; exposure to political and economic developments; COVID-19 and government implemented lockdowns, circuit breakers, and other mandates that may adversely affect our business and operations; 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; the fact that APWC is a holding company that depends for income upon distributions from operating subsidiaries, most of which are not wholly-owned and for which there may be restrictions on the timing and amount of distributions; price competition and other competitive pressures; the impact of climate change on our business and operations and on our customers; tax inefficiencies associated with our cross-border operations, including without limitation, limitations on our ability to utilize net losses within our group of companies 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”). Statements about the effects of the COVID-19 pandemic on our business results, financial position and liquidity are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected.

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

our business strategy;

our prospects for future revenues and profits in the markets in which we operate;

the impact of political, legal or regulatory changes or developments in the markets in which we do business;

our dependence upon the level of business activity and investment by our customers for the generation of our sales revenue;

our reliance on our majority shareholder for research and development relating to our product lines; the fact that APWC’s common shares (the“Common Shares”) are traded on a national exchange in the United States and the relative liquidity or lack thereof, based upon the historical trading volume of our publicly-traded Common Shares and the small size of our public float;

our dependence on a limited number of suppliers for our raw materials and our vulnerability to fluctuations in the cost and availability of such raw materials; and

the liquidity (or lack thereof) generally of our property and assets.

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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.