Thailand
The Company’s Thai operations are conducted through Charoong Thai Wire and Cable Public Company Limited (“Charoong Thai” or “CTW”) and Siam Pacific Electric Wire & Cable Company Limited (“Siam Pacific”) . Although a majority of the board members of Charoong Thai must be Thai nationals in accordance with applicable Thai law, APWC holds a control position as 4 out of 6 shareholder companies are affiliates of 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”). It manufactures aluminum and copper electric wire, medium and high voltage power cable and telecommunications cable. It has subsidiaries and affiliates in the businesses of optic fiber cable manufacturing and 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 and it focuses on the manufacture of telecommunications cable, power cable and enameled wire for the domestic Thai market.
Based on information published by the Thai Ministry of Commerce on sales by dollar value, the Company believes that Siam Pacific and Charoong Thai are two of leading telecommunications and power cable and wire manufacturers in Thailand and are a few of the government-approved suppliers of telecommunications cable for major public telecommunications projects.
In a restructuring exercise, the Company has merged its Thai operations, which has generated cost savings while improving overall efficiency. The Company believes the synergistic effect of merging these operations will continue to produce significant savings in overhead cost as it facilitates the centralization of decision making and resource allocation for the Thai operations. The consolidation of the management of Pacific Thai and Siam Pacific into CTW group is expected to bring synergy and expertise to share among the entities. For example, Siam Pacific’s own concentration on producing enameled wire for the domestic market, together with CTW producing the same product and Siam Pacific manufacturing it for export may collectively operate more efficiently with the consolidation of certain management functions. However, each of CTW, Siam Pacific continue to report separately on their results of operations to APWC management. APWC still owns 50.93% of CTW shareholder structure without dilution concern, and SP continue to report their results separately to APWC headquarters.
Singapore
The Company’s Singapore operations are principally conducted through its 98.3%-owned subsidiary, Sigma Cable Company (Private) Limited (“Sigma Cable”). Based on information on sales by dollar value provided by the Cable Association in Singapore, the Company believes that Sigma Cable is the largest or second largest supplier of power cable products in Singapore. Sigma Cable manufactures and sells a range of low voltage power cable products, used mainly in infrastructure projects and commercial and residential developments. Sigma Cable is also the exclusive distributor in Singapore of medium and high voltage wire and cable products manufactured by PEWC.
Sigma Cable also has project engineering operations in Singapore to supply, deliver and install (“SDI”) primarily medium and high voltage cable to power transmission projects. While the Company currently obtains its supply of medium and high voltage power cable for its SDI operations from PEWC, other suppliers are also available if necessary. The Company anticipates that there will be increasing demand for medium and high voltage power cable and related turnkey installation projects in Singapore and the Company is seeking to increase its business volume in its project engineering business segment.
The Company also holds a 100% interest in Sigma-Epan International Pte. Ltd. (“Sigma-Epan”), a group of companies with limited operations in Singapore and other Asia pacific regions. Sigma-Epan’s headquarters is in Singapore. Prior to ceasing manufacturing operations in May of 2007, the Sigma-Epan group of companies manufactured custom-make cables and electronics cable, as well as, manufacturing wire harnessing for the electronics, computer, building automation, audio and communication industries. Epan Industries, which is 100% held by Sigma-Epan, continues to trade specialty electronic and other types of cables.
Australia
The Company held a 98.53% effective interest in Australia Pacific Electric Cables Pty Limited (“APEC”), located near Brisbane, Australia. APEC is one of three major wire and cable manufacturers in Australia. The company produces a range of power cables, supplemented by imports from overseas sister companies. APEC possesses a substantial marketing and distribution infrastructure with a network of sales offices and warehouses in the major capital cities of Brisbane, Sydney, Melbourne and Perth. On October 22, 2009 the Board passed a resolution whereby in connection with a restructuring plan, Crown Century Holdings Limited (“CCH HK”), CCH HK was authorized to acquire 51% of APEC shares from Sigma Cable Co. (Pte) Limited (“Sigma Cable”) for a consideration of $9,958,917, in order to offset the loans being extended by CCH HK to Sigma Cable. This transaction was completed on March 3, 2010. The Company holds a 99.4% effective interest in APEC after that share acquisition.
China
The Company’s China operations are conducted through six business entities. The operating entities include Shanghai Yayang Electric Co., Ltd. (“Shanghai Yayang”), formerly known as Shanghai Pacific Electric Co., Ltd., a joint venture in Shanghai incorporated in June 1998 to manufacture enameled wire. The Company’s effective holding in Shanghai Yayang is 54.41%. Shanghai Yayang is also partly held by SP. Shanghai Yayang manufactures enameled wire with a diameter between 0.05mm and 2.5mm for sale and distribution in the eastern part of China, including local and Taiwanese based manufacturers. The Board of Directors of Shanghai Yayang includes six members designated by APWC or PEWC, who relocated from either Taiwan or Thailand.
The Company owns Crown Century Holdings Limited (“CCH HK”), a Hong Kong registered company, and its wholly-owned subsidiary company, Pacific Electric Wire & Cable (Shenzhen) Co., Ltd. (“PEWS” or “PEWSC”). PEWSC manufactures enameled wire for electronic, video and audio products for export and domestic sales. CCH HK is the trading arm of PEWSC. The contributions of CCH HK/PEWS to the Company’s annual operating results traditionally have been substantial. The Company believes that CCH HK/PEWS is one of the leading manufacturers and distributors of enameled wire products in the south China market.
The Company holds a 25.0% interest in Shandong Pacific Rubber Cable Company, Ltd. (“SPRC”), which manufactures rubber cable for the China market. The remaining 75% is owned by Shandong Yanggu.
The Company also holds a 49% interest in a joint venture called Shandong Huayu Pacific Fiber Optics Communication Co., Ltd. (“SHP”), which engages in the manufacture of optic fibers. The remaining 51% of SHP is owned by Hebei Huayu Co. Ltd. (as the successor in interest to Shandong Yanggu). Due to a severe downturn in the market for fiber optic 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. The carrying value of the Company’s investment in SHP was $1.54 million as of June 30, 2010. In the event that the commencement of operations continues to be delayed indefinitely or the joint venture determines to forego planned operations, due to continued depressed conditions in the fiber optic cable market, or other factors are determined to have a direct impact on the assessed value of SHP, the Company will recognize impairment losses in the foreseeable future that could result in the full write-off of its investment in SHP. SHP is currently seeking out potential buyers to take over the business.
Until 2006, the Company’s China operations included Ningbo Pacific Cable Co. Ltd. (“NPC”), a telecommunications cable manufacturing joint venture located in Ningbo Yin County, Zhejiang Province in eastern China, in which the Company owns a 94.31% interest. The other owner of NPC is China Ningbo City Yin County Yinjiang Town Industrial Corporation (“CIC”). NPC used to manufacture a range of telecommunications cable and local area network (“LAN”) electronic cables for sale and distribution in the Chinese domestic market and export market. Since 1997 the operation was below Company’s expectations due primarily to a lack of market penetration in China. In addition, the performance of certain managers at NPC, who were later terminated, did not comply with the Company’s standards for good business practices. In 2006, the Company determined to cease its then current manufacturing operations at NPC, as it concluded that the prospects for reversing the losses and achieving profitability were too remote. Thereafter, the Company liquidated certain machinery and equipment through sales to third parties. The land, building and some remaining machinery and equipment remained the property of NPC. The Company recently determined to commence manufacturing operations again at NPC, with a focus on a new product line consisting of electronic wiring. The Company hopes to be able to draw upon the know-how and experience of PEWC, and the technology that it has developed, in the manufacture of electronic wire. This project remains subject to the Company finalizing satisfactory financing arrangements.
APWC’s primary facilities are briefly described below:
Location |
Company |
Products |
|
|
|
Brisbane, Australia |
Australia Pacific Electric Cables |
Power cable |
Singapore |
Sigma Cable |
Power cable, SDI project engineering, distributed products |
Bangkok, Thailand |
Charoong Thai |
Telecommunications cable, power cable |
Bangkok, Thailand |
Siam Pacific |
Telecommunications cable, power cable, enameled wire |
Shenzhen, China |
Pacific Electric Wire & Cable (Shenzhen) |
Enameled wire |
Shanghai, China |
Shanghai Yayang |
Enameled wire |
Yanggu,
China
|
Shandong Pacific Rubber Cable |
Rubber cable |
Yanggu,
China |
Shandong Huayu Pacific Fiber Optics Communication |
Optic fiber |
Ningbo,
China |
Ningbo Pacific Cable |
Telecommunications cable |
All of the Company’s facilities in Bangkok, Singapore, Brisbane and China use production processes and equipment of international standard imported from Europe, the United States, Taiwan, and Japan. |