ASIA PACIFIC WIRE & CABLE CORP LTD
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed Mar 31, 2025
Contents
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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 |
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OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December. 31, 2024 |
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OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR
| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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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)
James Lu
15/Fl. B, No. 77, Sec. 2
Dunhua South Road
Taipei,106, Taiwan
Tel: +886-2-27122558
Email: james.lu@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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, par value 0.01 per share | APWC | NASDAQ 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, 2024
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 Advisers | 7 |
| Item 2: Offer Statistics and Expected Timetable | 7 |
| Item 3: Key Information | 7 |
| 3.A. [Reserved] | 7 |
| 3.B. Capitalization and Indebtedness | 7 |
| 3.C. Reasons for the Offer and Use of Proceeds | 7 |
| 3.D. Risk Factors | 7 |
| Item 4: Information on the Company | 26 |
| 4.A. History and Development of the Company | 26 |
| 4.B. Business Overview | 27 |
| 4.C. Organizational Structure | 35 |
| 4.D. Property, Plants and Equipment | 35 |
| Item 4A: Unresolved Staff Comments | 36 |
| Item 5: Operating and Financial Review and Prospects | 36 |
| 5.A. Operating Results | 36 |
| 5.B. Liquidity and Capital Resources | 43 |
| 5.C. Research and Development | 45 |
| 5.D. Trend Information | 45 |
| 5.E. Critical Accounting Estimates | 46 |
| Item 6: Directors, Senior Management and Employees | 46 |
| 6.A. Directors and Senior Management | 46 |
| 6.B. Compensation | 47 |
| 6.C. Board Practices | 48 |
| 6.D. Employees | 48 |
| 6.E. Share Ownership | 49 |
| 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation | 49 |
| Item 7: Major Shareholders and Related Party Transactions | 49 |
| 7.A. Major Shareholders | 49 |
| 7.B. Related Party Transactions | 50 |
| Item 8: Financial Information | 50 |
| 8.A. Consolidated Statements and Other Financial Information | 50 |
| 8.B. Significant Changes | 51 |
| Item 9: The Offer and Listing | 51 |
| Item 10: Additional Information | 51 |
| 10.A. Share Capital | 51 |
| 10.B. Memorandum of Association and Bye-Laws | 52 |
| 10.C. Material Contracts | 60 |
| 10.D. Exchange Controls | 61 |
| 10.E. Taxation | 61 |
| 10.F. Dividends and Paying Agents | 65 |
| 10.G. Statement by Experts | 65 |
| 10.H. Documents on Display | 65 |
| 10.I. Subsidiary Information | 65 |
| Item 11: Quantitative and Qualitative Disclosures About Market Risks | 65 | |
| 11.1 Interest Rate Risk | 66 | |
| 11.2 Foreign Currency Risk | 66 | |
| 11.3 Market Risks Relating to Copper | 66 | |
| 11.4 Equity Price Risk | 66 | |
| 11.5 Fair Value of Designated Market-Sensitive Derivative Contracts | 67 | |
| Item 12: Description of Securities Other than Equity Securities | 67 | |
| Part II | ||
|---|---|---|
| Item 13: Defaults, Dividend Arrearages and Delinquencies | 68 | |
| Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds | 68 | |
| Item 15: Controls and Procedures | 68 | |
| Item 16A: Audit Committee Financial Expert | 69 | |
| Item 16B: Code of Ethics | 69 | |
| Item 16C: Principal Accountant Fees and Services | 69 | |
| Item 16D: Exemptions from the Listing Standards for the Audit Committees | 69 | |
| Item 16E: Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 69 | |
| Item 16F: Change in Registrant’s Certifying Accountant | 69 | |
| Item 16G: Corporate Governance | 69 | |
| Item 16H: Mine Safety Disclosure | 70 | |
| Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 70 | |
| Item 16J. Insider Trading Policies | 70 | |
| Item 16K. Cybersecurity | 70 | |
| Part III | ||
| Item 17: Financial Statements | 72 | |
| Item 18: Financial Statements | 72 | |
| Item 19: Exhibits | 72 | |
| 19.1 Index to Audited Financial Statements | 72 | |
| 19.2 Index to Exhibits | 73 | |
| Signature | 74 | |
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” or “Thai”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.
APWC has one class of registered securities referred to herein as the "Common Shares", which are listed on The Nasdaq Capital Market tier ("Capital Market Tier") of the Nasdaq Stock Market ("Nasdaq"). 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, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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, but are not limited to
the volatility related to commodities, including copper, our principal raw material, including the demand for, available supply, pricing, consistency in quality, and their individual or collective impact on demand for our products and services;
the introduction of competing products, technologies, price competition and other competitive pressures affecting and our ability to maintain and develop market share for our products;
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, including changes in laws or regulations applicable to our company;
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 increase manufacturing capacity and productivity and develop new products for changing technologies;
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, economic and geopolitical developments, including nationalism or isolationist policies leading to trade disputes, tariffs, retaliatory trade actions, supply-chain interruptions, and other measures which may increase costs, reduce product demand and disrupt operations;
the impact of pandemics (such as COVID-19), government implemented lockdowns, and other mandates on our business, operations, product demand and liquidity;
crises, instability, terrorism, civil strife, expropriation and other risks of doing business in foreign markets;
economic consequences arising from climate change, catastrophic natural disasters and other similar events affecting us, our customers or suppliers;
the fact we are a holding company whose income depends on distributions from operating subsidiaries, most of which are not wholly-owned and for which there may be restrictions on the amount and timing of distributions;
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; and
the impact of, and other factors that are discussed in this Annual Report and in our other filings made with the Securities and Exchange Commission (the "SEC" or "Commission").
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 our 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 those 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.