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<SEC-DOCUMENT>0001179022-09-000040.txt : 20090330
<SEC-HEADER>0001179022-09-000040.hdr.sgml : 20090330
<ACCEPTANCE-DATETIME>20090330110513
ACCESSION NUMBER:		0001179022-09-000040
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20090330
DATE AS OF CHANGE:		20090330

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ASIA PACIFIC WIRE & CABLE CORP LTD
		CENTRAL INDEX KEY:			0001026980
		STANDARD INDUSTRIAL CLASSIFICATION:	DRAWING AND INSULATING NONFERROUS WIRE [3357]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-51237
		FILM NUMBER:		09712628

	BUSINESS ADDRESS:	
		STREET 1:		NO 42 LIU FANG RD
		STREET 2:		JURONG TOWN
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			00000

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PACIFIC ELECTRIC WIRE & CABLE CO LTD
		CENTRAL INDEX KEY:			0001028234
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			F5

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		26TH FLOOR, NO. 95, SEC. 2
		STREET 2:		DUNHUA S. ROAD
		CITY:			TAIPEI CITY
		STATE:			F5
		ZIP:			106
		BUSINESS PHONE:		886 2 6636 6100

	MAIL ADDRESS:	
		STREET 1:		26TH FLOOR, NO. 95, SEC. 2
		STREET 2:		DUNHUA S. ROAD
		CITY:			TAIPEI CITY
		STATE:			F5
		ZIP:			106
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>pewcsch13damdt2.htm
<DESCRIPTION>SCHEDULE 13D AMENDMENT NO. 2
<TEXT>
<html>

<head>
<title>Schedule 13D Amendment No. 2</title>
</head>

<body>

<b>
<p ALIGN="CENTER">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549<br>
_____________</p>
<p ALIGN="CENTER">SCHEDULE 13D<br>
</b>(Rule 13d-101)<br>
</p>
<b>
<p ALIGN="CENTER">INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT<br>
TO &#167 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO<br>
&#167 240.13d-2(a) <br>
</p>
<p ALIGN="CENTER">(Amendment No. 2)*<br>
</p>
<p ALIGN="CENTER" style="margin-bottom: -8">ASIA PACIFIC WIRE &amp; CABLE
CORPORATION LIMITED</p>
</b><hr color="#000000" width="80%" size="1">
<p ALIGN="CENTER" style="margin-top: -8">(Name of Issuer)</p>
<b>
<p ALIGN="CENTER" style="margin-bottom: -8">COMMON STOCK, $0.01 PAR VALUE PER
SHARE</p>
</b><hr color="#000000" width="80%" size="1">
<p ALIGN="CENTER" style="margin-top: -8">(Title of Class of Securities)</p>
<b>
<p ALIGN="CENTER" style="margin-bottom: -8">G0535E106</p>
</b><hr color="#000000" width="80%" size="1">
<p ALIGN="CENTER" style="margin-top: -8">(CUSIP Number)</p>
<p ALIGN="CENTER">Christopher F. Graham, Esq.<br>
McKenna Long &amp; Aldridge LLP <br>
230 Park Avenue<br>
New York, NY 10169<br>
212-922-1819</p>
<p ALIGN="CENTER">(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)</p>
<b>
<p ALIGN="CENTER">March 27, 2009</p>
</b>
<p ALIGN="CENTER">(Date of Event which Requires Filing of this Statement)</p>
<p>If the filing person has previously filed a statement of Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of &#167&#167 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. &#61553</p>
<i><b>
<p>Note</b></i>: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See &#167 240.13d-7 for
other parties to whom copies are to be sent.</p>
<p>*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.</p>
<i><b>
<hr>
</b></i>
<p Style='page-break-before:always'>
<b>
</b>
<p>The information required on the remainder of this cover page shall not be
deemed to be &quot;filed&quot; for the purpose of Section 18 of the Securities Exchange
Act of 1934 (&quot;Act&quot;) or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, <i>
see</i> the <i>Notes</i>).</p>
<p ALIGN="CENTER">(Continued on following pages)</p>
<p ALIGN="CENTER">(Page 2 of 9 Pages)</p>
<p ALIGN="CENTER"></p>
<hr>
<p Style='page-break-before:always'>
<b>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
    <b>
    <p>CUSIP No.</b> <b>G0535E106</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="CENTER">SCHEDULE 13D</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="RIGHT">Page 3 of 9</b> <b>Pages</b></td>
  </tr>
</table>
<p> </p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse:collapse" height="384" bordercolor="#111111">
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="39">&nbsp;<b>1</b></td>
    <td WIDTH="95%" VALIGN="TOP" COLSPAN="2" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="39">NAMES OF REPORTING PERSONS: Pacific
    Electric Wire &amp; Cable Co., Ltd.<br>
    </td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58"><b>2</b></td>
    <td WIDTH="77%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58">CHECK THE APPROPRIATE BOX IF A
    MEMBER OF A GROUP<br>
    (see instructions)<br>
    </td>
    <td WIDTH="18%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58">(a) &#61553<br>
    (b) &#61553</td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="39"><b>3</b></td>
    <td WIDTH="95%" VALIGN="TOP" COLSPAN="2" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="39">SEC USE ONLY<br>
    </td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58"><b>4</b></td>
    <td WIDTH="95%" VALIGN="TOP" COLSPAN="2" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58">SOURCE OF FUNDS (see instructions)<br>
    WC<br>
    </td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58"><b>5</b></td>
    <td WIDTH="77%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58">CHECK IF DISCLOSURE OF LEGAL
    PROCEEDINGS IS<br>
    REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)<br>
    </td>
    <td WIDTH="18%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="58">&nbsp;&#61553</td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="42"><b>6</b></td>
    <td WIDTH="95%" VALIGN="TOP" COLSPAN="2" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000" height="42">CITIZENSHIP OR PLACE OF
    ORGANIZATION<br>
    Taiwan, Republic of China<br>
    </td>
  </tr>
  </table>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td rowspan="4" valign="top">NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
    REPORTING PERSON WITH</td>
    <td WIDTH="6%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>7</b></td>
    <td WIDTH="73%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">SOLE VOTING POWER<br>
    9,075,354</td>
  </tr>
  <tr>
    <td WIDTH="6%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>8</b></td>
    <td WIDTH="73%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">SHARED VOTING POWER<br>
    0</td>
  </tr>
  <tr>
    <td WIDTH="6%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>9</b></td>
    <td WIDTH="73%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">SOLE DISPOSITIVE POWER<br>
    9,075,354</td>
  </tr>
  <tr>
    <td WIDTH="6%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>10</b></td>
    <td WIDTH="73%" VALIGN="TOP" HEIGHT="36" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">SHARED DISPOSITIVE
    POWER<br>
    0</td>
  </tr>
  </table>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>11</b></td>
    <td WIDTH="95%" VALIGN="TOP" COLSPAN="2" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">AGGREGATE AMOUNT BENEFICIALLY OWNED
    BY EACH REPORTING PERSON<br>
    9,075,354<br>
    </td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>12</b></td>
    <td WIDTH="77%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">CHECK IF THE AGGREGATE AMOUNT IN
    ROW (11)<br>
    EXCLUDES CERTAIN SHARES (see instructions)<br>
    </td>
    <td WIDTH="18%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">&nbsp;&#61553</td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>13</b></td>
    <td WIDTH="95%" VALIGN="TOP" COLSPAN="2" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">PERCENT OF CLASS REPRESENTED BY
    AMOUNT IN ROW (11)<br>
    65.6% of outstanding shares of common stock, $0.01 par value per share as of
    March 11, 2009<br>
    </td>
  </tr>
  <tr>
    <td WIDTH="5%" VALIGN="TOP" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><b>14</b></td>
    <td WIDTH="95%" VALIGN="TOP" COLSPAN="2" style="border-left-width: 1; border-right-width: 1; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">TYPE OF REPORTING PERSON (see
    instructions)<br>
    CO<br>
    </td>
  </tr>
</table>
<i><b>
<p ALIGN="CENTER">&nbsp;</p>
<hr>
<p Style='page-break-before:always'>
&nbsp;</b></i><table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
    <b>
    <p>CUSIP No.</b> <b>G0535E106</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="CENTER">SCHEDULE 13D</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="RIGHT">Page 4 of 9</b> <b>Pages</b></td>
  </tr>
</table>
<i><b>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">Statement for Schedule 13D/A</p>
</b></i>
<p style="text-indent: 40">Pacific Electric Wire &amp; Cable Co., Ltd., a Republic of China corporation
(&quot;Pacific Electric&quot;), is filing this Amendment No. 2 to Schedule 13D with
respect to the common stock, $0.01 par value per share (the &quot;Common Stock&quot;), of
Asia Pacific Wire &amp; Cable Co., Ltd., a Bermuda corporation (the &quot;Company&quot;). This
Amendment No. 2 amends the initial statement that Pacific Electric and its
wholly-owned subsidiary, Moon View Ventures Limited, B.V.I. (&quot;Moon View&quot;) filed
on Schedule 13D with the Securities and Exchange Commission (the &quot;Commission&quot;)
on September 27, 2005 (the &quot;Initial Statement&quot;), as amended by Amendment No. 1
thereto filed on November 7, 2007. </p>
<p style="text-indent: 40">The filing of this Amendment No. 2 shall not be construed as an admission
that Pacific Electric, or any of its executive officers or directors are, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended (the &quot;1934 Act&quot;), the beneficial owners of any securities covered by
this statement or that this statement is required to be filed by such persons.</p>
<p style="text-indent: 40">This Amendment No. 2 amends the Initial Statement by amending and
supplementing the Initial Statement as follows:</p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%">
  <tr>
    <td WIDTH="10%" VALIGN="TOP">Item 1.</td>
    <td WIDTH="90%" VALIGN="TOP">Security and Issuer</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2">
    <p style="text-indent: 40">This statement relates to the Common Stock of
    the Company. The principal executive offices of the Company are located at 7
    Fl. B, No. 132, Sec. 3, Min-Sheng East Rd., Taipei 105, Taiwan, Republic of
    China.<p style="text-indent: 40">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP">Item 2.</td>
    <td WIDTH="90%" VALIGN="TOP">Identity and Background</td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP">(a)</td>
    <td WIDTH="90%" VALIGN="TOP">Pacific Electric is filing this statement. The
    executive officers and directors of Pacific Electric are set forth in Item
    2(c) of this Statement.</td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP">(b)</td>
    <td WIDTH="90%" VALIGN="TOP">The business address of Pacific Electric is
    26Fl., No. 95, Sec. 2, Dunhua S. Rd., Taipei City, 106, Taiwan, Republic of
    China. The principal business addresses of Pacific Electric's respective
    executive officers and directors are set forth in Item 2(c) of this
    statement.</td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP">(c)</td>
    <td WIDTH="90%" VALIGN="TOP">Pacific Electric is a general business
    conglomerate focused primarily on the electric cable and wire industry,
    engaged in manufacturing, telecommunications and technology. The present
    principal occupation or employment of Pacific Electric's executive officers
    and directors, and the name and address of any corporation or other
    organizations in which such employment is conducted are as follows:</td>
  </tr>
</table>
<p ALIGN="CENTER"></p>
<hr>
<p Style='page-break-before:always'>
<b>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
    <b>
    <p>CUSIP No.</b> <b>G0535E106</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="CENTER">SCHEDULE 13D</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="RIGHT">Page 5 of 9</b> <b>Pages</b></td>
  </tr>
</table>
<b>
<p ALIGN="CENTER">BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF PACIFIC ELECTRIC</p>
</b><center>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%">
  <tr>
    <td WIDTH="22%" VALIGN="BOTTOM"><font SIZE="3"><i><b>
    <p ALIGN="CENTER">Name</b></i></font></td>
    <td WIDTH="23%" VALIGN="BOTTOM"><font SIZE="3"><i><b>
    <p ALIGN="CENTER">Position at Pacific Electric</b></i></font></td>
    <td WIDTH="38%" VALIGN="BOTTOM"><font SIZE="3"><i><b>
    <p ALIGN="CENTER">Principal Business Address</b></i></font></td>
    <td WIDTH="17%" VALIGN="BOTTOM"><font SIZE="3"><i><b>
    <p ALIGN="CENTER">Citizenship</b></i></font></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="3">Yuan Chun Tang</font></td>
    <td WIDTH="23%" VALIGN="TOP"><font SIZE="3">Director &amp; Chairman</font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3">Pacific Electric Wire &amp; Cable
    Co., Ltd.<br>
    26Fl., No. 95, Sec. 2, Dunhua S. Rd., Taipei City, 106, Taiwan R.O.C.</font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="3">Republic of China</font></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="3">Sun Tao-Tsun, Jack</font></td>
    <td WIDTH="23%" VALIGN="TOP"><font SIZE="3">Director &amp; Vice Chairman</font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3">Pacific Electric Wire &amp; Cable
    Co., Ltd.<br>
    26Fl., No. 95, Sec. 2, Dunhua S. Rd., Taipei City, 106, Taiwan R.O.C.</font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="3">Republic of China</font></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="3">Lee Chao Chun, Michael</font></td>
    <td WIDTH="23%" VALIGN="TOP"><font SIZE="3">Director &amp; CEO</font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3">Pacific Electric Wire &amp; Cable
    Co., Ltd.<br>
    26Fl., No. 95, Sec. 2, Dunhua S. Rd., Taipei City, 106, Taiwan R.O.C.</font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="3">Republic of China</font></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="3">Sun Tao-Heng, David</font></td>
    <td WIDTH="23%" VALIGN="TOP"><font SIZE="3">Director &amp; President</font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3">Pacific Electric Wire &amp; Cable
    Co., Ltd.<br>
    26Fl., No. 95, Sec. 2, Dunhua S. Rd., Taipei City, 106, Taiwan R.O.C.</font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="3">Republic of China</font></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="3">Chow Chun Cheng, Andy</font></td>
    <td WIDTH="23%" VALIGN="TOP"><font SIZE="3">Director &amp; Executive Vice
    President</font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3">Pacific Electric Wire &amp; Cable
    Co., Ltd.<br>
    26Fl., No. 95, Sec. 2, Dunhua S. Rd., Taipei City, 106, Taiwan R.O.C.</font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="3">Republic of China</font></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="3">Tung Ching-Yun, Tom</font></td>
    <td WIDTH="23%" VALIGN="TOP"><font SIZE="3">Director</font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3">Director, Bao-Hua Investment
    Corporation<br>
    10-1Fl., No. 100, Zhou Zi St., Nei-Hu District 114, Taipei City, Taiwan
    R.O.C.</font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="3">Republic of China</font></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="3">Tung Shio Shing</font></td>
    <td WIDTH="23%" VALIGN="TOP"><font SIZE="3">Director</font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3">Supervisor, Bao-Hua Investment
    Corporation<br>
    10-1Fl., No. 100, Zhou Zi St., Nei-Hu District 114, Taipei City, Taiwan
    R.O.C.</font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="3">Republic of China</font></td>
  </tr>
</table>
</center>
<p></p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%">
  <tr>
    <td WIDTH="10%" VALIGN="TOP">(d)</td>
    <td WIDTH="90%" VALIGN="TOP">During the last five years, neither Pacific
    Electric nor any of its current executive officers or directors has been
    convicted in a criminal proceeding (excluding traffic violations or similar
    misdemeanors).</td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP">(e)</td>
    <td WIDTH="90%" VALIGN="TOP">During the last five years, neither Pacific
    Electric nor any of its current executive officers or directors was a party
    to any civil proceeding of a judicial or administrative body of competent
    jurisdiction, and was or is, as a result of any such proceeding, subject to
    a judgment, decree or final order enjoining future violations of, or
    prohibiting or mandating activities subject to, federal or state securities
    laws or finding any violation with respect to such laws.</td>
  </tr>
  <tr>
    <td WIDTH="10%" VALIGN="TOP">(f)</td>
    <td WIDTH="90%" VALIGN="TOP">Pacific Electric is incorporated in Taiwan, the
    Republic of China. The citizenship of each director and executive officer of
    Pacific Electric is set forth in Item 2(c) of this Statement.</td>
  </tr>
</table>
<hr>
<p Style='page-break-before:always'>
<b>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
    <b>
    <p>CUSIP No.</b> <b>G0535E106</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="CENTER">SCHEDULE 13D</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="RIGHT">Page 6 of 9</b> <b>Pages</b></td>
  </tr>
</table>
        <b>
        <p>Item 3. Source and Amount of Funds or Other Consideration</p>
</b>
<p style="text-indent: 40">On March 27, 2009, Pacific Electric entered into a Stock Purchase Agreement
with SOF Investments, L.P. (&quot;SOF&quot;), a Delaware limited partnership (the
&quot;Purchase Agreement&quot;). Under the Purchase Agreement, SOF sold 1,410,739 shares
of Common Stock to Pacific Electric for $6,557,149 in cash from Pacific
Electric's working capital. </p>
<p style="text-indent: 40">No part of the purchase price was or will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the securities.</p>
        <b>
        <p>Item 4. Purpose of the Transaction</p>
</b>
<p style="text-indent: 40">On March 27, 2009, Pacific Electric entered into a Stock Purchase Agreement
with SOF to purchase 1,410,739 shares of the Common Stock for investment
purposes. </p>
<b>
<p>As of the date hereof, Pacific Electric does not have any plan or proposal
that relates to or would result in: </p>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%">
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(a)</td>
    <td WIDTH="93%" VALIGN="TOP">The acquisition by any person of additional
    securities of the Company, or the disposition of securities of the Company;</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(b)</td>
    <td WIDTH="93%" VALIGN="TOP">An extraordinary corporate transaction, such as
    a merger, reorganization or liquidation, involving the Company or any of its
    subsidiaries;</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(c)</td>
    <td WIDTH="93%" VALIGN="TOP">A sale or transfer of a material amount of
    assets of the Company or any of its subsidiaries;</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(d)</td>
    <td WIDTH="93%" VALIGN="TOP">Any change in the present board of directors or
    management of the Company, including any plans or proposals to change the
    number or term of directors or to fill any existing vacancies on the board;</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(e)</td>
    <td WIDTH="93%" VALIGN="TOP">Any material change in the present
    capitalization or dividend policy of the Company;</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(f)</td>
    <td WIDTH="93%" VALIGN="TOP">Any other material change in the Company's
    business or corporate structure;</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(g)</td>
    <td WIDTH="93%" VALIGN="TOP">Changes in the Company's charter, bylaws or
    instruments corresponding thereto or other actions which may impede the
    acquisition of control of the Company by any person;</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(h)</td>
    <td WIDTH="93%" VALIGN="TOP">Causing a class of securities of the Company to
    be delisted from a national securities exchange or to cease to be authorized
    to be quoted in an inter-dealer quotation system of a registered national
    securities association;</td>
  </tr>
</table>
<p>&nbsp;</p>
<hr>
<p Style='page-break-before:always'>
<b>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
    <b>
    <p>CUSIP No.</b> <b>G0535E106</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="CENTER">SCHEDULE 13D</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="RIGHT">Page 7 of 9</b> <b>Pages</b></td>
  </tr>
</table>
<p style="margin-top: -5">&nbsp;</p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%">
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(i)</td>
    <td WIDTH="93%" VALIGN="TOP">A class of equity securities of the Company
    becoming eligible for termination of registration pursuant to Section
    12(g)(4) of the Act; or</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(j)</td>
    <td WIDTH="93%" VALIGN="TOP">Any action similar to any of those enumerated
    above.</td>
  </tr>
</table>
<p style="text-indent: 40">Notwithstanding the foregoing, Pacific Electric reserves the right to effect
any such actions as any of them may deem necessary or appropriate in the future.</p>
        <b>
        <p>Item 5. Interest in Securities of the Issuer</p>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%">
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(a)</td>
    <td WIDTH="93%" VALIGN="TOP">Pacific Electric is the beneficial owner of
    9,075,354 shares of the Common Stock of the Company, representing 65.6% of
    the outstanding shares as of March 11, 2009, the most recent date in which
    the amount of the Company's outstanding shares were avaiable to the public.
    Pacific Electric beneficially owns 1,410,739 shares directly and the
    remaining shares indirectly, as a result of Pacific Electric's control of
    its wholly-owned subsidiary, Moon View, which beneficially owns 6,707,948
    shares of the Common Stock, representing 48.5% of the outstanding shares as
    of March 11, 2009, and as a result of Pacific Electric's control of its
    wholly-owned subsidiary, Pacific Holdings Group, a Nevada corporation
    (&quot;Pacific Holdings&quot;), which beneficially owns 656,667 shares of the Common
    Stock, representing 4.7% of the outstanding shares as of March 11, 2009.</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(b)</td>
    <td WIDTH="93%" VALIGN="TOP">Pacific Electric has the sole power to vote or
    direct the voting of, and sole power to dispose or direct the disposition
    of, 9,075,354 shares of the Common Stock, subject only to the limitations
    put forth in the Shareholders' Agreement, which is attached and described in
    Item 6 of this Statement.</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(c)</td>
    <td WIDTH="93%" VALIGN="TOP">Pacific Electric has not effected any
    transactions with respect to the Common Stock during the past sixty days,
    aside from the transaction of March 27, 2009 reported in Item 3, which is
    the subject of this Amendment No. 2 to Schedule 13D.</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(d)</td>
    <td WIDTH="93%" VALIGN="TOP">To the knowledge of Pacific Electric, no other
    person is known to have the right to receive or the power to direct the
    receipt of dividends from or the proceeds from the sale of such shares of
    the Common Stock.</td>
  </tr>
  <tr>
    <td WIDTH="7%" VALIGN="TOP">(e)</td>
    <td WIDTH="93%" VALIGN="TOP">Not applicable. Pacific Electric continues to
    be the beneficial owner of more than five percent of the Common Stock.</td>
  </tr>
</table>
<b>
        <p>Item 6. Contracts, Arrangements, Understandings or Relationships with
        Respect to Securities of the Issuer</p>
</b>
<p style="text-indent: 40">Contracts, arrangements and understandings between Pacific Electric and any
other person with respect to any securities of the Company include an Amended
and Restated Shareholders' Agreement by and among Pacific Electric, the Company
and SOF, effective as of March 27, 2009 (the &quot;Shareholders' Agreement&quot;).</p>
<hr>
<p Style='page-break-before:always'>
<b>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
    <b>
    <p>CUSIP No.</b> <b>G0535E106</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="CENTER">SCHEDULE 13D</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="RIGHT">Page 8 of 9</b> <b>Pages</b></td>
  </tr>
</table>
<p style="text-indent: 40">The Shareholders' Agreement provides, among other things, that (1) the
Company must maintain a registration covering the Common Stock with the
Commission; (2) the Company must list the Common Stock on a national exchange by
a certain date; (3) SOF has (a) rights to demand an underwritten offer of the
Common Stock under certain conditions, (b) rights to piggyback on any
registration statement filed by the Company for the account of anyone other than
SOF, (c) rights to have an accounting firm appointed to consider certain U.S.
federal tax implications of the Common Stock of the Company for SOF, (d) rights
to have distributions paid out to cover certain tax burdens of holding the
Company's Common Stock, (e) rights to have advance notice from Pacific Electric
of sales or transfers of shares held by Pacific Electric to others, (f) rights
to tag-along a pro rata number of shares on certain sales by Pacific Electric to
others, (g) preemptive rights to buy from the Company a pro rata amount of
Common Stock issued in the future, and (h) rights to elect to have Pacific
Electric purchase shares of the Common Stock on breach of certain other
covenants in the Shareholders' Agreement.</p>
<p style="text-indent: 40">The foregoing description of the Shareholders' Agreement is not intended to
be complete and is qualified in its entirety by the complete text of the
Shareholders' Agreement, which is filed as Exhibit&nbsp;1 hereto, and which is
incorporated herein by reference.</p>
<p style="text-indent: 40">To the best knowledge of Pacific Electric, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) between
Pacific Electric and any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.</p>
        <b>
        <p>Item 7. Material to be Filed as Exhibits</p>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%">
  <tr>
    <td WIDTH="14%" VALIGN="TOP"><font SIZE="3"><i><b>
    <p ALIGN="CENTER">Exhibit No.</b></i></font></td>
    <td WIDTH="86%" VALIGN="TOP"><font SIZE="3"><i><b>
    <p ALIGN="CENTER">Description</b></i></font></td>
  </tr>
  <tr>
    <td WIDTH="14%" VALIGN="TOP"><font SIZE="3">
    <p ALIGN="CENTER">1</font></td>
    <td WIDTH="86%" VALIGN="TOP"><font SIZE="3">Amended and Restated
    Shareholders' Agreement by and among the Company, Pacific Electric, and SOF
    Investments L.P, dated March 27, 2009.</font></td>
  </tr>
</table>
<p ALIGN="CENTER">&nbsp;</p>
<hr>
<p Style='page-break-before:always'>
<b>
</b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
    <b>
    <p>CUSIP No.</b> <b>G0535E106</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="CENTER">SCHEDULE 13D</b></td>
    <td WIDTH="33%" VALIGN="TOP"><b>
    <p ALIGN="RIGHT">Page 9 of 9</b> <b>Pages</b></td>
  </tr>
</table>
<p ALIGN="CENTER"></p>
<b>
<p ALIGN="CENTER">SIGNATURES</p>
</b>
<p style="text-indent: 40">After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true
and complete.</p>
<div align="right">
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="638">
  <tr>
    <td WIDTH="50%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="50%" VALIGN="TOP"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3/27/2009&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Date)</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="50%" VALIGN="TOP"><u>/s/ David Tao-Heng Sun&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>
    David Tao-Heng Sun<br>
    President, Pacific Electric</td>
  </tr>
</table>

</div>

</body>

</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>pewcshldragmt.htm
<DESCRIPTION>AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
<TEXT>
<html>

<head>
<title>Amended and Restated Shareholders Agreement</title>
</head>

<body>

<b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT</p>
</b>
<p style="text-indent: 40">This AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this &quot;<u>Shareholders'
Agreement</u>&quot;) is entered into and effective as of March 27, 2009, by and among
<b>ASIA PACIFIC WIRE &amp; CABLE CORPORATION LIMITED</b>, a Bermuda company (&quot;<u>APWC</u>&quot;
or the &quot;<u>Company</u>&quot;), <b>PACIFIC ELECTRIC WIRE &amp; CABLE CO., LTD.</b>, a
Taiwan, ROC company (&quot;<u>PEWC</u>&quot;), and <b>SOF INVESTMENTS, L.P.</b>, a
Delaware limited partnership, (&quot;<u>SOF</u>&quot;, and, together with APWC and PEWC,
collectively referred to as, the &quot;<u>Parties</u>&quot; and, each individually, a &quot;<u>Party</u>&quot;).</p>
<b>
<p ALIGN="CENTER">RECITALS</p>
</b>
<p style="text-indent: 40">WHEREAS, the Parties entered into that certain Shareholders'
Agreement dated as of June 28, 2007 (the &quot;<u>Original Shareholders' Agreement</u>&quot;);</p>
<p style="text-indent: 40">WHEREAS, pursuant to Section 6.6 of the Original
Shareholders' Agreement and in accordance with the terms of that certain Stock
Purchase Agreement dated as of the date hereof by and between PEWC and SOF (the
&quot;<u>Stock Purchase Agreement</u>&quot;), SOF has sold on the date hereof to PEWC, and
PEWC has purchased on the date hereof from SOF, 1,410,739 Shares of the Common
Stock of APWC, US$0.01 par value per share (the &quot;<u>Common Stock</u>&quot;);</p>
<p style="text-indent: 40">WHEREAS, simultaneously and in connection with the closing of
the Stock Purchase Agreement, the Parties wish to amend and restate the Original
Shareholders' Agreement in its entirety as set forth herein;</p>
<p style="text-indent: 40">WHEREAS, as of the closing of the Stock Purchase Agreement,
PEWC will beneficially own, directly and indirectly, in the aggregate 9,075,354
Shares of the Common Stock, constituting approximately sixty-five and six-tenths
percent (65.6%) of the issued and outstanding Common Stock;</p>
<p style="text-indent: 40">WHEREAS, as of the closing of the Stock Purchase Agreement,
SOF will beneficially own in the aggregate 1,355,415 Shares of the Common Stock,
constituting approximately nine and eight-tenths percent (9.8%) of the issued
and outstanding Common Stock;</p>
<p style="text-indent: 40">WHEREAS, the Parties, together with Moon View Ventures
Limited (&quot;MVV&quot;) and Pacific Holdings Group (&quot;PHG&quot;), entered into a Shareholders
Consent and Agreement (the &quot;Shareholders Consent&quot;) made as of November 7, 2007;</p>
<p style="text-indent: 40">WHEREAS, each of the signatories hereto has full power and
authority to act on behalf of the Parties listed on such signature pages in
connection with this Shareholders' Agreement; and</p>
<p style="text-indent: 40">WHEREAS, the Parties deem it in their best interest to enter
into this Shareholders' Agreement on the terms and subject to the conditions as
set forth herein, with the intent that the Original Shareholders' Agreement
shall be amended and restated in its entirety by this Shareholders' Agreement.</p>
<p style="text-indent: 40">&nbsp;</p>
<hr>
<p Style='page-break-before:always'>
<b>
<p ALIGN="CENTER">AGREEMENT</p>
</b>
<p style="text-indent: 40">NOW, THEREFORE, in consideration of the foregoing premises
and the agreements and covenants contained in this Shareholders' Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:</p>
<p ALIGN="CENTER"><b>ARTICLE I<br>
<br>
DEFINITIONS</b></p>
<p style="text-indent: 40">1.1 <u>Definitions</u>. Certain capitalized terms as used
herein shall have the meanings set forth in <u>Appendix A</u> (<i>Definitions</i>)
hereto which is incorporated herein by reference.</p>
<p ALIGN="CENTER"><b>ARTICLE II<br>
<br>
REPRESENTATIONS AND WARRANTIES</b></p>
<p style="text-indent: 40">2.1 <u>APWC Representations and Warranties</u>. APWC
represents and warrants to SOF and PEWC as follows:</p>
<p style="text-indent: 80">(a) <u>Organization and Good Standing</u>. APWC is a company
limited by shares duly organized and validly existing, and in good standing
under the laws of the Islands of Bermuda.</p>
<p style="text-indent: 80">(b) <u>Authority; No Conflict</u>.</p>
<dir>
  <dir>
        <p ALIGN="left" style="text-indent: 40">(i) Upon the execution and delivery by APWC, this
        Shareholders' Agreement will constitute the legal, valid, and binding
        obligations of APWC, enforceable against APWC in accordance with its
        respective terms. APWC has the right, power, and authority to execute
        and deliver this Shareholders' Agreement and, subject to a Permitted
        Exception, to perform its obligations under this Shareholders'
        Agreement.</p>
        <p style="text-indent: 40">(ii) Neither the execution and delivery of this
        Shareholders' Agreement by APWC nor the consummation or performance of
        any of the Contemplated Transactions by APWC will:</p>
        <dir>
          <dir>
            <p style="text-indent: 40">(A) conflict with, or result in a breach of any
            provision of APWC's Organizational Documents, or any resolution
            adopted by the board of directors or the shareholders of APWC;</p>
            <p style="text-indent: 40">(B) give any Person the right to prevent, delay
            or otherwise interfere with any of the Contemplated Transactions,
            subject to a Permitted Exception;</p>
            <p style="text-indent: 40">(C) conflict with or violate any Legal
            Requirement or Order to which APWC may be subject; or</p>
            </dir>
        </dir>
            </dir>
        </dir>
            <hr>
<p Style='page-break-before:always'>
        <dir>
          <dir>
        <dir>
          <dir>
<p style="text-indent: 40">(D) conflict with, result in any breach of,
            constitute a default (or an event that, with notice or lapse of time
            or both, would become a default) under, or result in the
            acceleration, modification or termination of, any Contract to which APWC is a party or by which APWC may be bound.</p>
          </dir>
        </dir>
        <p style="text-indent: 40">(iii) APWC is not and will not be required to obtain
        any Consent, other than such as have been obtained, from any Person in
        connection with the execution and delivery of this Shareholders'
        Agreement or, subject to a Permitted Exception, the consummation or
        performance of any of the Contemplated Transactions.</p>
  </dir>
</dir>
<p style="text-indent: 80">(c) <u>Capitalization</u>. The authorized share capital of
the Company consists of 50,000,000 Shares of Common Stock, par value US$0.01 per
share, of which 13,830,769 Shares are issued and outstanding.</p>
<p style="text-indent: 40">2.2 <u>PEWC Representations and Warranties</u>. PEWC
represents and warrants to SOF and APWC as follows:</p>
<p style="text-indent: 80">(a) <u>Organization and Good Standing</u>. PEWC is a
corporation duly organized, validly existing under the laws of Taiwan,
ROC.</p>
<p style="text-indent: 80">(b) <u>Authority; No Conflict</u>.</p>
<dir>
  <dir>
        <p style="text-indent: 40">(i) Upon the execution and delivery by PEWC, this
        Shareholders' Agreement will constitute the legal, valid, and binding
        obligations of PEWC, enforceable against PEWC in accordance with its
        respective terms. PEWC has the right, power, and authority to execute
        and deliver this Shareholders' Agreement and, subject to a Permitted
        Exception, to perform its obligations under this Shareholders'
        Agreement.</p>
        <p style="text-indent: 40">(ii) Neither the execution and delivery of this
        Shareholders' Agreement by PEWC nor the consummation or performance of
        any of the Contemplated Transactions by PEWC will:</p>
        <dir>
          <dir>
            <p style="text-indent: 40">(A) conflict with, or result in a breach of any
            provision of PEWC's Organizational Documents, or any resolution
            adopted by the board of directors or the shareholders of PEWC;</p>
            <p style="text-indent: 40">(B) give any Person the right to prevent, delay,
            or otherwise interfere with any of the Contemplated Transactions,
            subject to a Permitted Exception;</p>
            <p style="text-indent: 40">(C) conflict with or violate any Legal
            Requirement or Order to which PEWC may be subject; or</p>
            <p style="text-indent: 40">(D) conflict with, result in any breach of,
            constitute a default (or an event that, with notice or lapse of time
            or both, would become a default) under, or result in the
            acceleration, modification or termination of any Contract to which
            PEWC is a party or by which PEWC may be bound.</p>
          </dir>
        </dir>
            </dir>
        </dir>
            </dir>
        </dir>
            <hr>
<p Style='page-break-before:always'>
        <dir>
          <dir>
          <dir>
        <p style="text-indent: 40">(iii) PEWC is not and will not be required to obtain
        any Consent, other than such as have been obtained, from any Person in
        connection with the execution and delivery of this Shareholders'
        Agreement or the consummation or, subject to a Permitted Exception,
        performance of any of the Contemplated Transactions.</p>
  </dir>
</dir>
</dir>
<p style="text-indent: 80">(c) Immediately prior to the closing of the Stock Purchase
Agreement, PEWC beneficially Owned 7,664,615 Shares of Common Stock.</p>
<p style="text-indent: 40">2.3 <u>SOF Representations and Warranties</u>. SOF represents
and warrants to APWC and PEWC as follows:</p>
<p style="text-indent: 80">(a) <u>Organization and Good Standing</u>. SOF is a limited
partnership duly organized, validly existing, and in good standing under the
laws of the State of Delaware and is controlled by MSD Capital, L.P., a Delaware
limited partnership.</p>
<p style="text-indent: 80">(b) <u>Authority; No Conflict</u>.</p>
<dir>
  <dir>
        <p style="text-indent: 40">(i) Upon the execution and delivery by SOF, this
        Shareholders' Agreement will constitute the legal, valid, and binding
        obligations of SOF, enforceable against SOF in accordance with its
        respective terms. SOF has the right, power, and authority to execute and
        deliver this Shareholders' Agreement and, subject to a Permitted
        Exception, to perform its obligations under this Shareholders'
        Agreement.</p>
        <p style="text-indent: 40">(ii) Neither the execution and delivery of this
        Shareholders' Agreement by SOF nor the consummation or performance of
        any of the Contemplated Transactions by SOF will:</p>
        <dir>
          <dir>
            <p style="text-indent: 40">(A) conflict with, or result in a breach of any
            provision of SOF's Organizational Documents, or any resolution
            adopted by the general partner of SOF;</p>
            <p style="text-indent: 40">(B) give any Person the right to prevent, delay,
            or otherwise interfere with any of the Contemplated Transactions,
            subject to a Permitted Exception;</p>
            <p style="text-indent: 40">(C) conflict with or violate any Legal
            Requirement or Order to which SOF may be subject; or</p>
            <p style="text-indent: 40">(D) conflict with, result in any breach of,
            constitute a default (or an event that, with notice or lapse of time
            or both, would become a default) under, or result in the
            acceleration, modification or termination of any Contract to which
            SOF is a party or by which SOF may be bound.</p>
          </dir>
        </dir>
          </dir>
        </dir>
            </dir>
        </dir>
            </dir>
        </dir>
            <hr>
<p Style='page-break-before:always'>
        <dir>
          <dir>
        <p style="text-indent: 40">(iii) SOF is not and will not be required to obtain
        any Consent, other than such as have been obtained, from any Person in
        connection with the execution and delivery of this Shareholders'
        Agreement or, subject to a Permitted Exception, the consummation or
        performance of any of the Contemplated Transactions.</p>
  </dir>
</dir>
<p style="text-indent: 80">(c) Immediately prior to the closing of the Stock Purchase
Agreement, SOF beneficially Owned 2,766,154 Shares of Common Stock.</p>
<p ALIGN="CENTER"><b>ARTICLE III<br>
<br>
CORPORATE GOVERNANCE MATTERS</b></p>
<p style="text-indent: 40">3.1 <u>Related Party Matters</u>. The Company and PEWC hereby
covenant and agree that the business relationship and all of the commercial
transactions between the Company or any of its Affiliates, on the one hand, and
PEWC or any of its Affiliates on the other shall be conducted in such a manner
as is consistent with the Company's and PEWC's past customary practices, on such
terms and conditions that are equal to, the same as or better than then current
market terms available to the Company with respect to the subject matter of each
such transaction and in accordance with any applicable Legal Requirements
(herein &quot;<u>Satisfactory Contract Terms</u>&quot;). In addition, SOF acknowledges
that both the Company and PEWC will continue to engage in such transactions on
Satisfactory Contract Terms. </p>
<p style="text-indent: 40">3.2 <u>Minimum Number of Shares Outstanding</u>. From and
after the date hereof and until the termination of this Shareholders' Agreement
in accordance with Section 8.3 below, the Company and PEWC hereby covenants and
agrees that it will, or will cause the Company to, have at least ten million
five hundred thousand (10,500,000) Shares of Common Stock issued and outstanding
at all times, which number shall not be adjusted for stock splits,
reverse-splits or repurchases, and will not take or permit any action to be
taken that will result in the issued and outstanding Shares of Common Stock
being reduced to under ten million five hundred thousand (10,500,000).</p>
<p style="text-indent: 40">3.3 <u>SOF Percentage Ownership</u>. From and after the date
hereof and until the termination of this Shareholders' Agreement in accordance
with Section 8.3 below, in the event the Company contemplates any redemption,
repurchase or cancellation of Shares of Common Stock by the Company, or any
other action by the Company, in either case that would result in a reduction of
the number of issued and outstanding Shares of Common Stock, with the effect
that the number of Shares of the Company Owned by SOF would equal or exceed 10%
of all Shares of Common Stock issued and outstanding, the Company shall provide
to SOF not less than fifteen (15) Business Days' notification of such event. The
Company and PEWC hereby covenant and agree that, not later than immediately
prior to the effective time of such event, one or both of the Company and PEWC
(as agreed to between those parties), in the aggregate, shall purchase from SOF
under this Section 3.3 that number of Shares of Common Stock necessary to reduce
the number of Shares of Common Stock SOF Owns to below 10% of all Shares of
Common Stock issued and outstanding without any further action by SOF required.
The </p>
            <hr>
<p Style='page-break-before:always'>
<p>purchase price for those Shares so purchased from SOF shall be an amount
equal to US$4.35 per Share of Common Stock together with an additional amount
thereon (calculated on the basis of a 360 day year), computed from June 28, 2007
through the closing date of such sale, equal to (i) a rate per annum that shall
be equal to the Libor Rate plus fifty (50) basis points (compounded annually) if
the closing date of such sale shall occur on or prior to May 31, 2010, and (ii)
at a rate per annum that shall be equal to the Libor Rate plus one hundred and
fifty (150) basis points (compounded annually) if the closing date of such sale
shall occur on or after June 1, 2010. The Company and PEWC, jointly and
severally, agree to take all action reasonably necessary in order to effect any
purchase of Shares as provided for in this Section 3.3. SOF hereby agrees to
take all action reasonably necessary in order to effect any sale of Shares as
provided for in this Section 3.3. </p>
<p ALIGN="CENTER"><b>ARTICLE IV<br>
<br>
TAX COVENANTS</b></p>
<p style="text-indent: 40">4.1 <u>Compliance with U.S.&nbsp;Tax Requirements</u>. So that SOF
can timely determine and comply with its U.S. tax reporting and payment
obligations with respect to its Ownership in the Company, the Company and PEWC
each hereby agree and covenant as follows:</p>
<p style="text-indent: 80">(a) <u>Compliance with Subpart F Rules</u>. The Company
shall, with respect to each taxable year of SOF during any part of which SOF
held Shares of the Company, determine whether SOF was a &quot;United States
shareholder&quot;, as defined in Code Section 951(b), with respect to the Company (a
&quot;<u>United States Shareholder</u>&quot;), for any part of such taxable year. Such
determination shall be made on the basis of a review of the Schedule 13D filings
of SOF so long as SOF is subject to the beneficial ownership disclosure
obligations under Section 13(d) of the Exchange Act, and otherwise on the basis
of a review of the books and records of the Company and any additional
information provided by SOF as to the Ownership of Shares by it or any of its
Affiliates. If the Company determines that SOF was a United States Shareholder
for any part of such taxable year, the Company shall retain the services of any
one of the top four public accounting firms (in terms of gross revenue)
headquartered in the United States, or such other SEC-qualified public
accounting firm subject to the consent of SOF, such consent not to be
unreasonably withheld, delayed or conditioned (the &quot;<u>Accounting Firm</u>&quot;),
to: (i)&nbsp;determine for each such taxable year of SOF whether, for any part of
that year, the Company was a &quot;<u>Controlled Foreign Corporation</u>&quot; (&quot;<u>CFC</u>&quot;)
as defined in Code&nbsp;Section 957, and (ii)&nbsp;if&nbsp;the Company&nbsp;is a CFC, determine what
amounts, if any,&nbsp;are includible in the gross&nbsp;income of SOF under Code Section
951(a) with respect to the Company,&nbsp;(iii) if required by the Instructions to
U.S. Internal Revenue Service (&quot;<u>IRS</u>&quot;) Form 5471 &quot;Information Return of
U.S. Persons With Respect to Certain Foreign Corporations&quot; or otherwise by law,
prepare and timely provide such Form 5471 to SOF for&nbsp;filing by SOF with the
IRS&nbsp;with respect to the Company for&nbsp;such taxable year (for this purpose,
&quot;timely&quot; shall mean by the due date for the Form 5471 for such year without
taking into account any extension, unless SOF in its sole discretion requests
and is granted an extension), and (iv) advise SOF&nbsp;as to the U.S. tax treatment
of&nbsp;any distribution from the Company or of any sale of stock of the Company,
including the applicability of the&nbsp;U.S. foreign tax credit, whether or not the
Company was a&nbsp;CFC in the year in which the&nbsp;distribution was made or the Shares
were sold.&nbsp; The Company further agrees to provide to the Accounting Firm
and SOF&nbsp;all information and reasonable access to its books&nbsp;and&nbsp;records necessary
or helpful to the  </p>
            <hr>
<p Style='page-break-before:always'>
<p>Accounting Firm, as requested by such Accounting&nbsp;Firm or SOF,&nbsp;to
carry out&nbsp;the Accounting Firm's&nbsp;duties under this Section and otherwise for SOF
to determine and comply with its reporting and tax payment obligations under
Code Section 951.&nbsp; If requested by the Accounting Firm or SOF, the Company
shall request of each of its shareholders that own at least ten percent (10%) of
the total outstanding voting stock of all classes of the Company that such
shareholder complete, execute, and deliver to the Company either IRS Form W-9
&quot;Request for Taxpayer Identification Number and Certification&quot; or IRS&nbsp;Form
W-8BEN &quot;Certificate of Foreign Status of Beneficial&nbsp;Owner for United&nbsp;States Tax
Withholding,&quot; whichever is appropriate for such shareholder, with respect to
whether such shareholder is or is not a &quot;U.S. Person&quot; as defined in the
instructions to such forms.&nbsp; The Company shall have no obligation to
disclose such forms or any information thereon&nbsp;to the Accounting Firm or to SOF
except such information as is necessary to determine the Company's status as a
CFC or SOF's status as a United States Shareholder. The Company shall comply
with this Section 4.1(a) at its own expense, provided that the services referred
to in clauses (ii), (iii) and (iv) of the first sentence of this Section 4.1(a)
shall be provided (as necessary) to SOF at the Company's sole expense for the
taxable year of SOF ending December 31, 2009 and for each subsequent taxable
year of SOF, if any, during which SOF is determined to be a United States
Shareholder (in accordance with this Section 4.1(a)) on an Involuntary Basis,
and otherwise at the expense of SOF, with SOF responsible for paying directly to
the Accounting Firm such fees and expenses of the Accounting Firm related to the
services referred to in clauses (ii), (iii) and (iv) of the first sentence of
this Section 4.1(a).</p>
<p style="text-indent: 80">(b) <u>Certification with Respect to Subpart F</u>.&nbsp;
Within sixty (60) days&nbsp;following the close of any taxable year of SOF in which
the Company determines in accordance with Section 4.1(a) hereof that SOF was a
United States Shareholder, the Company shall certify in writing to SOF, based on
the advice provided by the Accounting Firm selected under Section 4.1(a) above,
(i) whether or not the Company was a&nbsp;CFC for&nbsp;any part&nbsp;of that taxable year, (ii)
if the Company was a CFC for all or any part of such year, whether or not SOF
was a United States Shareholder for&nbsp;any part&nbsp;of that taxable year in which the
Company was also a CFC, and (iii) whether or not Form 5471 is required to be
filed by SOF with respect to the Company for such taxable year. SOF agrees to
provide to the Accounting Firm and the Company all information necessary or
advisable, as reasonably determined and requested by the Accounting Firm or the
Company, in order for the Accounting Firm to carry out its duties under this
Section 4.1(b); provided that, if reasonably requested by SOF, the Accounting
Firm and the Company agree to execute a reasonable confidentiality agreement
with respect to such information. If for any taxable year the filing of Form
5471 is necessary, upon the presentation of a completed Form 5471 to SOF by the
Accounting Firm for any taxable year for filing with the IRS&nbsp;as provided in
Section 4.1(a) above, the Company shall further certify that the Form 5471
is&nbsp;correct and complete. With respect to each such certification, the Company
shall indemnify SOF, each of the partners of SOF, and each other Person to whom
any income under Code Section 951(a) may be attributed directly or indirectly
from SOF under Code Section 704 or otherwise under the Code (collectively, the &quot;<u>CFC
Indemnified Parties</u>&quot;), for any interest and penalties that may be imposed on
the CFC Indemnified Parties under the Code with respect to taxes owed on income
determined to be reportable under Code Section 951(a) but that was not reported
on Form 5471, as well as for reasonable attorney's fees incurred by the CFC
Indemnified Parties in defending against any challenge by the IRS to a decision
to not file Form 5471 based upon the Company's certification or, if one was
filed, the correctness of the Form 5471 (collectively, the &quot;<u>CFC Losses</u>&quot;).
In the course of any such defense, the CFC Indemnified Parties shall have sole

</p>
            <hr>
<p Style='page-break-before:always'>
<p>discretion with respect to the grounds for such defense, the extent to which
such defense shall be pursued through administrative and judicial appeals, and
the negotiation of any settlement with the IRS, except that if the Accounting
Firm represents in writing to the Company and the CFC Indemnified Parties that
there is at least substantial authority for any position taken on the Form 5471
(or with respect to not filing a Form 5471) that is being challenged by the IRS,
the CFC Indemnified Parties shall defend that position at least through the
level of IRS administrative appeals before agreeing to any settlement or
payment, unless the Company otherwise agrees to a cessation or settlement of the
dispute. In addition, the Company shall use its reasonable best efforts to
include the CFC Indemnified Parties as a third party beneficiary in the
engagement of the Accounting Firm for the services described in Section 4.1(a)
(without modifying the legally recognized interpretation of &quot;reasonable best
efforts&quot;, for purposes of this Shareholders' Agreement, &quot;reasonable best
efforts&quot; shall be deemed to exclude any requirement to divest or spin off any
assets or other business operations of the Company). Notwithstanding the foregoing, in the case of CFC Losses due
to an error directly attributable to the Accounting Firm, the Company shall only
be required to provide such indemnification to the CFC Indemnified Parties to
the extent the Accounting Firm has not reimbursed the CFC Indemnified Parties
for any CFC Losses within one year after the date of such CFC Indemnified Party
making such claim against the Accounting Firm (the &quot;<u>CFC Accounting Claim
Period</u>&quot;). In connection with any such Accounting Firm error, during such
CFC Accounting Claim Period, SOF hereby undertakes to pursue diligently and
enforce all rights and remedies against the Accounting Firm then available to it
as a third party beneficiary or otherwise, prior to making any demand for
indemnification on the Company. In the case of any CFC Losses directly or
indirectly attributable to information supplied by SOF, or SOF's failure to
supply information, in each case pursuant to the second sentence of this Section
4.1(b), the Company shall not be required to provide indemnification to the CFC
Indemnified Parties.</p>
<p style="text-indent: 80">(c) <u>Distributions Sufficient to Cover Taxes Imposed Under
Subpart F</u>. With respect to each taxable year of SOF for which it is
determined under Section 4.1(a) above that an amount is includible in the gross
income of SOF under Code Section 951(a), the Company shall, at the request of
SOF and to the extent permitted by law, make a distribution to its shareholders,
including SOF, on their respective Shares in an amount (in the case of SOF)
equal to the amount of such inclusion multiplied by the highest marginal income
tax rate for individuals in the United States in effect for the year with
respect to which such inclusion occurs. Such distribution shall be made by no
later than sixty (60) days following the filing by SOF with the IRS of the Form
5471 reporting the includible amount. If any additional amount of tax is later
determined to be owed as a result of a challenge by the IRS as contemplated by
Section 4.1(b) above or as a result of an amendment to the Form 5471 for any
reason at the request or recommendation of the Accounting Firm, the Company
shall make an additional shareholder distribution hereunder by no later than
sixty (60) days following the remittance by SOF to the U.S. Treasury of such
additional tax amount.</p>
<p style="text-indent: 80">(d) <u>Obligation of PEWC to Purchase&nbsp;Shares in Advance of
CFC Status</u>.&nbsp; By no later than sixty (60) days prior to any proposed
sale or other Transfer by PEWC of any of the Shares Owned by PEWC,
if&nbsp;immediately prior to such proposed sale or other Transfer the Company is not
a CFC or, if the Company is a CFC, SOF is not a United States Shareholder, PEWC
shall provide written Notification of such proposed sale or other Transfer
to&nbsp;the Company, SOF, and the Accounting Firm. Such Notification shall include:&nbsp;
(i) whether or not  </p>
            <hr>
<p Style='page-break-before:always'>
<p>the contemplated purchaser or other transferee&nbsp;is a &quot;U.S.
person&quot; as defined in the Instructions to IRS Forms W-9 and W-8BEN, (ii) the
number of Shares of each class of stock of the Company that is proposed to be
sold or otherwise Transferred, (iii) in the case of a sale of Shares, the
anticipated purchase price of the Shares, and (iv) the anticipated date of
Transfer of the Shares.&nbsp; The Company shall, immediately upon receipt of
such Notification,&nbsp;request of the Accounting Firm that&nbsp;it&nbsp;make a determination
within&nbsp;fifteen (15) days of whether such sale or other Transfer&nbsp;will cause the
Company to be a CFC and, if the Company is or will become a CFC as a result of
the sale, cause SOF to become a United States Shareholder, and, if the
determination is that, as a result of the sale or other Transfer, the Company
will become a CFC and that SOF will be a United States Shareholder, PEWC shall
have the obligation, exercisable solely at the discretion of SOF by written
demand to PEWC delivered within fifteen (15) days of receipt of notice of the
Accounting Firm's determination, to purchase from SOF all or any portion of the
Shares held by SOF as SOF, in its sole discretion, shall decide, at a price per
share that is the greater of: (i) the purchase price of such Shares as set forth
in a binding agreement between PEWC and the proposed purchaser, or (ii) the
trailing thirty (30) Trading Days' average closing price of the Common Stock.
PEWC shall include in any agreement for the sale of Shares by PEWC, or otherwise
shall refuse to proceed with the Transfer of Shares unless the transferee agrees
in writing directed to the Company and SOF to, a covenant by the purchaser or
other transferee to assume PEWC's obligations under this Article IV, including
but not limited to this Section 4.1(d), with respect to the Shares being
purchased by such purchaser or otherwise acquired by such transferee. Any
purported sale or other Transfer of Shares by PEWC, or by any subsequent holder
of Shares acquired from PEWC or from any such subsequent holder, that is not in
compliance with the provisions of this Section 4.1(d) shall be null and void,
and shall not be registered in the share register of the Company.</p>
<p style="text-indent: 80">(e) <u>Compliance&nbsp;with the PFIC Rules</u>.&nbsp; The Company
shall, with respect to each taxable year of SOF during any part of which SOF
held Shares of the Company, retain the services of the Accounting Firm
to&nbsp;determine whether the Company is a &quot;passive&nbsp;foreign investment company&quot; (&quot;<u>PFIC</u>&quot;)
as defined in Code&nbsp;Section 1297, and&nbsp;if so: (i) to assist SOF to determine
whether to make a &quot;qualified electing fund&quot; election under Code Section 1295 (&quot;<u>QEF
Election</u>&quot;) and any other election that may be available under the PFIC Rules
of the Code (Sections 1291 through 1298), and if so, to make any such election
(which shall be at the sole discretion of SOF),&nbsp;(ii) to determine what
additional amounts of taxes&nbsp;that may be due or additional amounts of&nbsp;income
that&nbsp;may be includible<b> </b>in the gross income of SOF for such taxable year
and the character of such income under the PFIC Rules, whether as the result of
an &quot;excess distribution&quot; under Code Section 1291 or pursuant to the rules
applicable under a QEF Election or any other election made under the PFIC Rules,
and (iii) to prepare and provide to SOF Form&nbsp;8621 &quot;Return of a Shareholder of a
Passive Foreign Investment Company or Qualified Electing Fund&quot; for timely&nbsp;filing
by SOF with the IRS&nbsp;with respect to the Company for&nbsp;such taxable year.&nbsp; The
Company further agrees to provide to the Accounting Firm and SOF&nbsp;all information
and reasonable access to its books&nbsp;and&nbsp;records necessary or helpful to the
Accounting Firm, as requested by the Accounting Firm or SOF,&nbsp;to carry out&nbsp;the
Accounting Firm's&nbsp;duties under this Section 4.1(e) and otherwise for SOF to
determine and comply with its reporting and tax payment obligations under the
PFIC Rules, and further, if a QEF Election is in effect for SOF for any taxable
year,&nbsp;to prepare, with the assistance of the Accounting Firm, and provide to SOF
for submission to the IRS as provided in IRS regulations a &quot;PFIC Annual
Information Statement&quot; as described in IRS Regulation Section 1.1295-1(g)(1) or
any successor  </p>
            <hr>
<p Style='page-break-before:always'>
<p>regulation thereto. The&nbsp;Company shall comply with this Section
4.1(e) at its own expense, provided that the services referred to in clauses (i),
(ii) and (iii) of the first sentence of this Section 4.1(e) shall be provided
(as necessary) to SOF at the Company's sole expense for the first taxable year
of SOF in which the Company is a PFIC and thereafter at the expense of SOF, with
SOF responsible for paying directly to the Accounting Firm such fees and
expenses of the Accounting Firm related to the services referred to in clauses (i),
(ii) and (iii) of the first sentence of this Section 4.1(e).</p>
<p style="text-indent: 80">(f) <u>Certification with Respect to the PFIC Rules</u>.&nbsp;
Within sixty (60) days&nbsp;following the close of each taxable year of SOF, the
Company shall certify in writing to SOF, based on the advice provided by the
Accounting Firm selected under Section&nbsp;4.1(a) above,&nbsp;either that the Company was
not a&nbsp;PFIC for&nbsp;any part&nbsp;of that taxable year, or that the Company was a&nbsp;PFIC&nbsp;for
some portion of&nbsp;that taxable&nbsp;year but&nbsp;that Form 8621 was nevertheless not
required to be filed for that taxable year, or that the Company was a PFIC for
that taxable year and that a Form 8621 was required to be filed by SOF&nbsp;for that
year with respect to the Company.&nbsp; Upon the presentation of a completed
Form 8621 to SOF by the Accounting Firm for any taxable year for filing with the
IRS&nbsp;as provided in Section&nbsp;4.1(e) above, the Company shall further certify that
the Form 8621 is&nbsp;correct and complete. With respect to each certification, the
Company shall indemnify SOF, each of the partners of SOF, and each other Person
to whom any item of income or tax obligation under the PFIC rules may be
attributed directly or indirectly from SOF under the Code (collectively, the &quot;<u>PFIC
Indemnified Parties</u>&quot;), for any interest and penalties that may be imposed on
the PFIC Indemnified Parties under the Code with respect to taxes (including any
interest treated as part of the &quot;deferred tax amount&quot;) owed or on income
determined to be reportable under the PFIC rules but that was not reported on
Form 8621, as well as for reasonably attorney's fees incurred by the PFIC
Indemnified Parties in defending against any challenge by the IRS a decision to
not file Form 8621 based upon the Company's certification or, if one was filed,
the correctness of the Form 8621 (collectively, the &quot;<u>PFIC Losses</u>&quot;). In
the course of any such defense, the PFIC Indemnified Parties shall have sole
discretion with respect to the grounds for such defense, the extent to which
such defense shall be pursued through administrative and judicial appeals, and
the negotiation of any settlement with the IRS, except that if the Accounting
Firm represents in writing to the Company and the PFIC Indemnified Parties that
there is at least substantial authority for any position taken on the Form 8621
(or with respect to not filing a Form 8621) that is being challenged by the IRS,
the PFIC Indemnified Parties shall defend that position at least through the
level of IRS administrative appeals before agreeing to any settlement or
payment, unless the Company otherwise agrees to a cessation or settlement of the
dispute. In addition, the Company shall use its reasonable best efforts to
include the PFIC Indemnified Parties as a third party beneficiary in the
engagement of the Accounting Firm for the services described in this Section
4.1(f). Notwithstanding the foregoing, in the case of PFIC Losses due to an
error directly attributable to the Accounting Firm, the Company shall only be
required to provide such indemnification to the PFIC Indemnified Parties to the
extent the Accounting Firm has not reimbursed the PFIC Indemnified Parties for
any PFIC Losses within one year after the date of such PFIC Indemnified Party
making such claim against the Accounting Firm (the &quot;<u>PFIC Accounting Claim
Period</u>&quot;). In connection with any such Accounting Firm error during such PFIC
Accounting Claim Period, SOF hereby undertakes to pursue diligently and enforce
all rights and remedies against the Accounting Firm then available to it as a
third party beneficiary or otherwise, prior to making any demand for
indemnification on the Company.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 80">(g) <u>Distributions Sufficient to Cover Taxes Imposed Under
the PFIC Rules</u>. With respect to each taxable year of SOF for which it is
determined under Section 4.1(e) above that an additional amount of tax is owed
or otherwise that an amount is includible in the gross income of SOF under the
PFIC Rules, the Company shall, at the request of SOF and to the extent permitted
by law, make a distribution to its shareholders, including SOF, on their
respective Shares in an amount (in the case of SOF) equal to the amount of such
additional tax or, with respect to an inclusion in income, such inclusion
multiplied by the highest marginal income tax rate for individuals in the United
States in effect for the year with respect to which such inclusion occurs. Such
distribution shall be made by no later than sixty (60) days following the filing
by SOF with the IRS of the Form 8621 reporting the additional taxes or
includible amount. If any additional amount of tax is later determined to be
owed as a result of a challenge by the IRS as contemplated by Section 4.1(f)
above or as a result of an amendment to the Form 8621 for any reason at the
request or recommendation of the Accounting Firm, the Company shall make an
additional shareholder distribution hereunder by no later than sixty (60) days
following the remittance by SOF to the U.S. Treasury of such additional tax
amount.</p>
<p style="text-indent: 80">(h) <u>General Obligation of Cooperation</u>.&nbsp; In
addition to any specific obligation of the Company and PEWC as set forth above
in this Article IV, each of PEWC and the Company shall cooperate fully with each
other, with SOF, and with the Accounting Firm selected in Section 4.1(a) above
for each to carry out its obligations under this Article IV and to allow SOF to
determine and fully comply with its obligations under U.S. tax law with respect
to its interest in the Company, including any elections that may be available to
SOF; <u>provided</u>, <u>however</u>, that the foregoing agreement regarding
cooperation shall not require PEWC or the Company to incur any significant
additional cost or expense, or to forego any benefit, not expressly provided for
in this Shareholders' Agreement. PEWC shall further exercise whatever authority
it holds as a shareholder of the Company to cause the Company to fully comply
with its obligations under this Article IV.</p>
<p ALIGN="CENTER"><b>ARTICLE V<br>
<br>
TAG ALONG RIGHTS</b></p>
<p style="text-indent: 40">5.1 <u>Tag Along Right</u>. From and after the date hereof
and subject to the terms and conditions hereof, and until the termination of
this Shareholders' Agreement in accordance with Section 8.3 below, if PEWC
proposes to Transfer to a Tag Along Transferee (or group of related Tag Along
Transferees), in one transaction or a series of related transactions, (i) Shares
that constitute more than five percent (5.0%) of the issued and outstanding
Shares or (ii) Shares that, when combined with the holdings of the Tag Along
Transferee and its Affiliates and any other group members, would result in such
Group Owning in excess of five percent (5.0%) of the outstanding Shares, then
PEWC shall offer SOF the right to include in its Transfer to the Tag Along
Transferee the Tag Along Shares on the same terms and conditions as PEWC (a &quot;<u>Tag
Along Right</u>&quot;).</p>
<p style="text-indent: 40">5.2 <u>Notice</u>. No later than twenty (20) Business Days
prior to the proposed consummation date of any Transfer described in this
Article V, PEWC shall provide the Tag Along Notice to SOF and the Company. Such
Tag Along Right shall be exercisable by written notice to PEWC and the Company
given within fifteen (15) Business Days after receipt of the Tag Along Notice.
Failure by SOF to respond within fifteen (15) Business Days after receipt of the

</p>
            <hr>
<p Style='page-break-before:always'>
<p>Tag Along Notice shall be regarded as a rejection of the offer made pursuant to
the Tag Along Notice and a decline by SOF of its rights under this Article V
with respect to such Transfer. If SOF elects to exercise such Tag Along Right,
SOF shall be obligated and bound after sending such election notice to sell the
Tag Along Shares, free and clear of all liens, claims and encumbrances, for a
purchase price per Share described in the Tag Along Notice and upon the other
terms and conditions of such transaction as agreed to by PEWC (and otherwise
take all reasonably necessary action to cause consummation of the proposed
transaction, including voting such Shares in favor of such transaction and
becoming a party to any agreement relating to the Transfer); provided that SOF
shall not be required to (i) make any representations or warranties in
connection with such Transfer other than representations and warranties as to
(A)&nbsp;SOF's Ownership of its Shares to be sold or Transferred free and clear of
all liens, claims and encumbrances, (B)&nbsp;SOF's power and authority to effect such
Transfer and (C)&nbsp;such matters pertaining to compliance with securities laws as
the Tag Along Transferee may reasonably require, (ii) agree to any
indemnification obligations in connection with such transaction other than
obligations (which shall be limited to the proceeds received in such Transfer)
arising out of a breach by SOF of such representations and warranties or (iii)
agree to any post-closing covenants other than customary further assurances
covenants.</p>
<p style="text-indent: 40">5.3 <u>Right to Transfer</u>. If a Tag Along Notice from SOF
is not received by PEWC and the Company in accordance with Section 5.2, PEWC
shall have the right to consummate the Transfer to a Tag Along Transferee
without the participation of SOF, but only on terms and conditions which are no
more favorable to PEWC in any material respect than those stated in the Tag
Along Notice and only if the Transfer to the Tag Along Transferee occurs on a
date within ninety (90) days of SOF's receipt of the Tag Along Notice. If such
Transfer to the Tag Along Transferee does not occur within such ninety (90) day
period, PEWC's right to Transfer the Tag Along Shares under the foregoing
sentence shall expire and PEWC's obligations under Section 5.1 shall be
reinstated and such securities shall not be Transferred without first reoffering
to SOF its Tag Along Rights in accordance with Section 5.1.</p>
<p ALIGN="CENTER"><b>ARTICLE VI<br>
<br>
REGISTRATION RIGHTS</b></p>
<p style="text-indent: 40">6.1 <u>Shelf Registration</u>.</p>
<p style="text-indent: 80">(a) The Company has prepared and filed with the SEC a
Registration Statement on Form F-1 covering the resale of the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule
415, which Registration Statement was declared effective under the Securities
Act by the SEC on March 11, 2009 (the &quot;<u>Effectiveness Date</u>&quot;). Subject to
the terms of this Shareholders' Agreement, the Company shall use its reasonable
best efforts to keep such Registration Statement continuously effective under
the Securities Act until the date on which (A)&nbsp;all Registrable Securities (i)&nbsp;have
been sold, or (ii)&nbsp;may be sold without volume restrictions pursuant to Rule
144(k), as determined by counsel to the Company pursuant to a written opinion
letter to such effect, addressed and reasonably acceptable to SOF and to the
Company's transfer agent and (B) after receipt by SOF of unlegended certificates
representing freely transferable Shares from the transfer agent (the &quot;<u>Effectiveness
Period</u>&quot;). After receipt of </p>
            <hr>
<p Style='page-break-before:always'>
<p>such opinion letter, all Parties agree to use
reasonable best efforts to cooperate in providing the transfer agent with all
documents reasonably necessary for delivery of such unlegended certificates. </p>
<p style="text-indent: 80">(b) If after the Effectiveness Date, a Registration Statement
or Statements, as the case may be, ceases or cease for any reason to remain
continuously effective as to all Registrable Securities for which it or they is
or are required to be effective, or SOF is otherwise not permitted to utilize
the Prospectus therein to resell such Registrable Securities, in either case,
for more than thirty (30) consecutive Trading Days or more than an aggregate of
sixty (60) Trading Days during any twelve (12) month period (which need not be
consecutive calendar days) (any such failure or event being referred to as an &quot;<u>Event</u>&quot;),
then APWC and PEWC agree that SOF will suffer irreparable damages if the Company
fails to meet its obligations in this Section&nbsp;6.1 and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Put Right described in Section&nbsp;6.6 hereof shall become immediately
exercisable upon the occurrence of any such Event and shall continue so long as
such Event has not been cured.</p>
<p style="text-indent: 80">(c) From and after the date of this Shareholders' Agreement
until the end of the Effectiveness Period, without the prior written consent of
SOF, which consent shall not be unreasonably withheld or delayed, the Company
shall not enter into an agreement that grants a holder or prospective holder of
any securities of the Company demand or incidental registration rights that by
their terms are not subordinate to or pari passu with the registration rights
granted to SOF in this Shareholders' Agreement. </p>
<p style="text-indent: 40">6.2 <u>Underwritten Demand Right</u>.</p>
<p style="text-indent: 80">(a) From and after the date hereof and subject to the terms
and conditions hereof, and until the termination of this Shareholders' Agreement
in accordance with Section 8.3 hereof, if SOF so elects, an offering of the
Registrable Securities shall be in the form of an Underwritten Offering. In such
event, SOF shall select one or more nationally recognized firms of investment
bankers, with the consent of the Company, which shall not be unreasonably
withheld or delayed, to act as the lead managing underwriter or underwriters in
connection with such offering and shall select any additional investment bankers
and managers to be used in connection with the offering. The Company shall not
be obligated to effect more than two (2) Underwritten Offerings in the aggregate
on behalf of SOF and all SOF Transferees.</p>
<p style="text-indent: 80">(b) In connection with any Underwritten Offering pursuant to
Section 6.2(a), the Company shall: (i) enter into an underwriting agreement in
customary form with the underwriters participating in the offering; and (ii)
provide reasonable cooperation to the underwriters and SOF in marketing the
Registrable Securities, including but not limited to, (A) if necessary, amending
the Registration Statement to allow for the Underwritten Offering and (B) at
least one (1) Company officer (the chief financial officer or other appropriate
officer) participating in any &quot;road show&quot; or similar presentation in connection
with such offering.</p>
<p style="text-indent: 80">6.3 <u>Piggyback Registration</u>.
If, at any time from and after the date hereof and subject to the terms and
conditions hereof, and until the termination of this Shareholders' Agreement in
accordance with Section 8.3 hereof, the Company shall determine to file with the
SEC a  </p>
            <hr>
<p Style='page-break-before:always'>
<p>Registration Statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities
(other than on Form F-4, or any successor form thereto, or Form S-8 if then
available to the Company, or any successor form thereto, or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or bona fide, employee benefit plans), the Company
shall send to SOF written notice of such determination (the &quot;<u>Piggyback Notice</u>&quot;)
and, if within ten (10) days after the delivery of the Piggyback Notice, SOF
shall so request in writing, the Company shall include in such Registration
Statement all or any part of the Registrable Securities that SOF requests to be
registered, except that if, in connection with any Underwritten Offering for the
account of the Company the managing underwriter(s) thereof shall impose a
limitation on the number of Shares which may be included in the Registration
Statement because, in such underwriter(s)' judgment, marketing or other factors
dictate such limitation is necessary to facilitate public distribution, then the
Company shall be obligated to include in such Registration Statement (i) all
Shares, if any, that the Company proposes to sell for its own account and (ii)
the number of Shares, including the Registrable Securities, that the managing
underwriter(s) advise(s), allocated pro rata among the holders of such Shares
who are then entitled to exercise piggyback registration rights on the basis of
the number of Shares requested to be included therein by each holder of such
Shares. If an offering in connection with which SOF is entitled to registration
under this Section 6.3 is an Underwritten Offering, then SOF, unless otherwise
agreed by the Company, shall offer and sell such Registrable Securities in an
Underwritten Offering using the same underwriter or underwriters and, subject to
the provisions of this Shareholders' Agreement, on the same terms and conditions
as other Shares included in such Underwritten Offering.</p>
<p style="text-indent: 40">6.4 <u>Registration Procedures</u>. In connection with the
Company's registration obligations hereunder, the Company shall (and, for
purposes of Section 6.4(a) and (l), SOF shall):</p>
<p style="text-indent: 80">(a) Not less than four (4) Trading Days prior to the filing
of each Registration Statement and not less than one (1) Trading Day prior to
the filing of any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated or deemed to be incorporated
therein by reference), (i) furnish to SOF copies of the &quot;Principal and Selling
Shareholders&quot; section of such Registration Statement or other documents proposed
to be filed, if such sections have been revised since the previous filing of
such Registration Statement or any amendment or supplement thereto, which
documents (other than those incorporated or deemed to be incorporated by
reference) will be subject to the review of SOF, and (ii) cause its officers and
directors, counsel and independent certified public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of respective
counsel to SOF, to conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file a Registration Statement or any such
Prospectus or any amendments or supplements thereto to which SOF shall
reasonably object in good faith, provided that the Company is notified of such
objection in writing no later than two (2) Trading Days after SOF has been so
furnished copies of such documents. SOF agrees to furnish to the Company a
completed selling shareholder questionnaire not less than ten (10) Business Days
after written request therefore has been made by the Company. The Company shall
not be required to include the Registrable Securities of SOF in a Registration
Statement if SOF fails to furnish to the Company a fully completed selling
shareholder questionnaire at least three (3) Trading Days prior to the date the </p>
            <hr>
<p Style='page-break-before:always'>
<p>Registration Statement is filed with the SEC (subject to the other
requirements in this Section 6.4(a)).</p>
<p style="text-indent: 80">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) Prepare and file with the SEC such amendments,
including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a
Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the SEC such
additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities;</p>
<dir>
  <dir>
        <p style="text-indent: 80">(ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement (subject to the terms
        of this Shareholders' Agreement), and as so supplemented or amended to
        be filed pursuant to Rule 424;</p>
        <p style="text-indent: 80">(iii) respond as promptly as reasonably possible to
        any comments received from the SEC with respect to a Registration
        Statement or any amendment thereto and, upon written request by SOF, as
        promptly as reasonably possible provide SOF with true and complete
        copies of all material written correspondence from and to the SEC
        relating to a Registration Statement; and</p>
        <p style="text-indent: 80">(iv) comply in all material respects with the
        provisions of the Securities Act and the Exchange Act with respect to
        the disposition of all Registrable Securities covered by a Registration
        Statement during the applicable period in accordance (subject to the
        terms of this Shareholders' Agreement) with the intended methods of
        disposition by SOF thereof set forth in such Registration Statement as
        so amended or in such Prospectus as so supplemented.</p>
  </dir>
</dir>
<p style="text-indent: 80">(c) If during the Effectiveness Period, the number of
Registrable Securities at any time exceeds one-hundred percent (100%) of the
number of Shares of Common Stock then included in a Registration Statement, then
the Company shall use its reasonable best efforts to file as soon as reasonably
practicable an additional Registration Statement or post effective amendment to
the existing Registration Statement covering the resale by SOF of not less than
one-hundred percent (100%) of the number of such Registrable Securities.</p>
<p style="text-indent: 80">(d) Use its reasonable best efforts to notify SOF (which
notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by
an instruction to suspend the use of the Prospectus until the requisite changes
have been made) as promptly as reasonably possible and confirm such notice in
writing</p>
<dir>
  <dir>
        <p style="text-indent: 40">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (A) when a Prospectus or any Prospectus
        supplement or post-effective amendment to a Registration Statement has
        been filed;</p>
        <dir>
          <dir>
            <p style="text-indent: 40">(B) when the SEC notifies the Company whether
            there will be a &quot;review&quot; of such Registration Statement and whenever
            the SEC comments in writing on such Registration Statement; and</p>
            <p style="text-indent: 40">(C) with respect to a Registration Statement or
            any post-effective amendment, when the same has become effective;</p>
          </dir>
        </dir>
          </dir>
        </dir>
            <hr>
<p Style='page-break-before:always'>
<dir>
  <dir>
        <p style="text-indent: 40">(ii) of any request by the SEC or any other federal
        or state Governmental Authority for amendments or supplements to a
        Registration Statement or Prospectus or for additional information;</p>
        <p style="text-indent: 40">(iii) of the issuance by the SEC or any other Federal
        or state Governmental Authority of any stop order suspending the
        effectiveness of a Registration Statement covering any or all of the
        Registrable Securities or the initiation of any Proceedings for that
        purpose;</p>
        <p style="text-indent: 40">(iv) of the receipt by the Company of any
        Notification with respect to the suspension of the qualification or
        exemption from qualification of any of the Registrable Securities for
        sale in any jurisdiction, or the initiation or threatening of any
        Proceeding for such purpose;</p>
        <p style="text-indent: 40">(v) of the occurrence of any event or passage of time
        that makes the financial statements included in a Registration Statement
        ineligible for inclusion therein or any statement made in a Registration
        Statement or Prospectus or any document incorporated or deemed to be
        incorporated therein by reference untrue in any material respect or that
        requires any revisions to a Registration Statement, Prospectus or other
        documents so that, in the case of a Registration Statement or the
        Prospectus, as the case may be, it will not contain any untrue statement
        of a material fact or omit to state any material fact required to be
        stated therein or necessary to make the statements therein, in light of
        the circumstances under which they were made, not misleading; and</p>
        <p style="text-indent: 40">(vi) the occurrence or existence of any pending
        corporate development with respect to the Company that the Company
        believes may be material and that, in the determination of the Company,
        makes it not in the best interest of the Company to allow continued
        availability of a Registration Statement or Prospectus; provided that
        any and all of such information shall be kept confidential by SOF until
        such information otherwise becomes public, unless disclosure by SOF is
        required by law; <u>provided</u>, <u>further</u>, that notwithstanding
        SOF's agreement to keep such information confidential, SOF makes no
        acknowledgement that any such information is material, non-public
        information.</p>
  </dir>
</dir>
<p style="text-indent: 80">(e) Use its reasonable best efforts to avoid the issuance of,
or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of a Registration Statement, or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.</p>
<p style="text-indent: 80">(f) Furnish to SOF, without charge, to the extent requested
in writing by SOF, at least one (1) conformed copy of each such Registration
Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by
reference, and all exhibits to such Registration Statement (including those
previously furnished or incorporated by reference) promptly after the filing of
such documents with the SEC.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 80">(g) Promptly deliver to SOF, without charge, as many copies
of the Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as SOF may reasonably request in writing in
connection with resales by SOF. Subject to the terms of this Shareholders'
Agreement, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by SOF in connection with the offering and sale
of the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto, except after the giving of any notice pursuant to Section
6.4(d).</p>
<p style="text-indent: 80">(h) Prior to any resale of Registrable Securities by SOF, use
its reasonable best efforts to register or qualify or cooperate with SOF in
connection with the registration or qualification (or exemption from the
registration or qualification) of such Registrable Securities for the resale by
SOF under the securities or &quot;blue sky&quot; laws of such jurisdictions within the
United States as SOF reasonably requests in writing, to keep each registration
or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable
the disposition in such jurisdictions of the Registrable Securities covered by
each Registration Statement; provided, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process
in any such jurisdiction.</p>
<p style="text-indent: 80">(i) If requested by SOF, cooperate with SOF to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which certificates shall be free of all restrictive legends, and to enable such
Registrable Securities to be in such denominations and registered in such names
as SOF may request.</p>
<p style="text-indent: 80">(j) Upon the occurrence of any event contemplated by this
Section 6.4, as promptly as reasonably possible under the circumstances taking
into account the Company's good faith assessment of any adverse consequences to
the Company and its shareholders of the premature disclosure of such event,
prepare a supplement or amendment, including a post-effective amendment, to a
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any
other required document so that, as thereafter delivered, neither a Registration
Statement nor such Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. If the Company notifies SOF in accordance with
clauses (iii) through (vi) of Section 6.4(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then
SOF shall suspend use of such Prospectus. The Company will use its reasonable
best efforts to ensure that the use of the Prospectus may be resumed as promptly
as is practicable. The Company shall be entitled to exercise its right under
this Section 6.4(j) to suspend the availability of a Registration Statement and
Prospectus, subject to triggering an Event pursuant to Section 6.1(b), for a
period not to exceed sixty (60) calendar days (which need not be consecutive
days) in any twelve (12) month period.</p>
<p style="text-indent: 80">(k) Comply with all applicable rules and regulations of the
SEC.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 80">(l) If reasonably requested by the Company prior to any
filing by the Company with the SEC in connection with any applicable
Registration Statement or Prospectus requirement of the SEC, SOF agrees to
furnish to the Company a certified statement as to the number of Shares
beneficially Owned by SOF and, if required by the SEC, the natural Persons
thereof that have voting and dispositive control over such Shares. During any
periods that the Company is unable to meet its obligations hereunder with
respect to the registration of the Registrable Securities solely because SOF
fails to furnish such information within three (3) Trading Days of the Company's
request any Event that may otherwise occur solely because of such delay shall be
suspended, until such information is delivered to the Company.</p>
<p style="text-indent: 80">(m) In the case of an Underwritten Offering, use its
reasonable best efforts to furnish or caused to be furnished to SOF and the
underwriters a signed counterpart, addressed to SOF and the underwriters, of: (i)
an opinion of counsel for the Company, dated the date of each closing under the
underwriting agreement, reasonably satisfactory to the underwriters; and (ii) a
&quot;comfort&quot; letter, dated the effective date of such Registration Statement and
the date of each closing under the underwriting agreement, signed by the
independent public accountants who have certified the Company's financial
statements included in such Registration Statement, covering substantially the
same matters with respect to such Registration Statement (and the Prospectus
included therein) and with respect to events subsequent to the date of such
financial statements, as are customarily covered in accountants' letters
delivered to underwriters in underwritten public offerings of securities, and
such other financial matters as the underwriters may reasonably request and
customarily obtained by underwriters in Underwritten Offerings, provided that,
to be an addressee of the comfort letter, SOF may be required to confirm that it
is in the category of Persons to whom a comfort letter may be delivered in
accordance with applicable accounting literature.</p>
<p style="text-indent: 80">(n) In the case of an Underwritten Offering, use its
reasonable best efforts to make available for inspection by the representatives
of SOF and the representative of any underwriters participating in any
disposition pursuant to a Registration Statement, and any special counsel or
accountants retained by SOF or underwriters, during normal business hours and
subject to receipt of an executed confidentiality agreement in a form reasonably
satisfactory to the Company, such financial and other records, corporate
documents and properties of the Company as are necessary in order to conduct a
&quot;due diligence investigation.&quot;</p>
<p style="text-indent: 80">(o) In the case of an Underwritten Offering, make generally
available to its shareholders, as soon as reasonably practicable, earnings
statements covering a period of at least twelve (12) months beginning after the
effective date of the registration statement that satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder in the case of an
Underwritten Offering.</p>
<p style="text-indent: 40">6.5 <u>Listing of Common Stock</u>. The Company shall use its
reasonable best efforts to have its Common Stock listed on either the Nasdaq
Stock Market, Inc. (Global Market or Global Select Market), the NYSE Alternext
U.S. (f/k/a the American Stock Exchange LLC), the New York Stock Exchange LLC (a
&quot;<u>US Securities Market</u>&quot; and together with a Foreign Securities Market, a &quot;<u>Securities
Market</u>&quot;) or a Foreign Securities Market, either in connection with a dual
listing of the Common Stock or otherwise as contemplated by Section 6.8(a) of
this Shareholders' Agreement as promptly as possible after the date hereof, with
it being understood  </p>
            <hr>
<p Style='page-break-before:always'>
<p>that, prior to the listing of the Common Stock on any
Securities Market, the Company must qualify with the respective Securities
Markets applicable listing requirements. APWC and PEWC agree that SOF will
suffer irreparable damages if the Company fails to have the Shares listed on a
Securities Market by February 1, 2011 and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Put Right
described in Section 6.6 hereof shall become exercisable upon the occurrence of
a Put Event and shall continue so long as such Put Event has not been cured.</p>
<p style="text-indent: 40">6.6 <u>Put Right and Option; Put Purchase Price; Exclusive
Remedy</u>. </p>
<p style="text-indent: 80">(a) PEWC hereby irrevocably grants and issues to SOF, the
right and option (but not the obligation) to sell to PEWC upon the occurrence of
a Put Event, and PEWC agrees to purchase from SOF upon the occurrence of such
Put Event, all Registrable Securities then owned by SOF (the &quot;<u>Put Shares</u>&quot;),
for an amount equal to the Put Price together with additional purchase price
consideration in an amount equal to the interest (calculated on the basis of a
360 day year) on the Put Price, computed (x) from June 28, 2007 through May 31,
2010 at a rate per annum that shall be equal to the Libor Rate plus fifty (50)
basis points (compounded annually), and (y) from June 1, 2010 until the Put
Closing (defined below) at a rate per annum that shall be equal to the Libor
Rate plus one hundred and fifty (150) basis points (compounded annually) (the &quot;<u>Put
Right</u>&quot;). SOF may exercise its respective Put Right at any time while the Put
Event remains uncured via written Notification to PEWC. The closing related to
such Put Right shall occur within sixty (60) days of SOF's exercise of such Put
Right (the &quot;<u>Put Closing</u>&quot;). If the Put Event terminates prior to the Put
Closing, the exercise of the Put Right shall be deemed rescinded and the
transaction relating to the Put Right shall be deemed cancelled. Such event
shall not terminate the existence of a Put Right upon the triggering of a future
Put Event.</p>
<p style="text-indent: 80">(b) For the avoidance of doubt, the Parties agree that, in
the event that the Company has complied with each of its obligations under
Article VI of this Shareholders' Agreement, whether such obligation is absolute
or on a reasonable best efforts basis, the Put Right granted to SOF shall
constitute the exclusive right and remedy of SOF for a failure of the Company to
maintain an effective Registration Statement in accordance with Section 6.1(a)
for the Effectiveness Period or achieve a listing of the Shares of Common Stock
on a US Securities Market by February 1, 2011.</p>
<p style="text-indent: 40">6.7 <u>Registration Fees</u>.</p>
<p style="text-indent: 40">All fees and expenses incident to the performance of or
compliance with this Shareholders' Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation,</p>
<dir>
  <dir>
        <p style="text-indent: 40">(i) registration, listing and filing fees, and all
        other fees and expenses payable in connection with the listing of
        securities on any securities exchange or automated interdealer quotation
        system,</p>
  </dir>
</dir>
            <hr>
<p Style='page-break-before:always'>
<dir>
  <dir>
        <p style="text-indent: 40">(ii) fees and expenses of compliance with any
        securities or &quot;blue sky&quot; laws (including reasonable fees and
        disbursements of counsel in connection with &quot;blue sky&quot; qualifications of
        the securities registered),</p>
        <p style="text-indent: 40">(iii) expenses in connection with the preparation,
        printing, mailing and delivery of any registration statements,
        prospectuses and other documents in connection therewith and any
        amendments or supplements thereto,</p>
        <p style="text-indent: 40">(iv) security engraving and printing expenses,</p>
        <p style="text-indent: 40">(v) internal expenses of the Company (including all
        salaries and expenses of its officers and employees performing legal or
        accounting duties),</p>
        <p style="text-indent: 40">(vi) reasonable fees and expenses of counsel for the
        Company and customary fees and expenses for independent certified public
        accountants retained by the Company (including the expenses relating to
        any comfort letters or costs associated with the delivery by independent
        certified public accountants of any comfort letters requested pursuant
        to Section 6.4(m)),</p>
        <p style="text-indent: 40">(vii) reasonable fees and expenses of any special
        experts retained by the Company in connection with such registration,</p>
        <p style="text-indent: 40">(viii) fees and expenses in connection with any
        review by the Financial Industry Regulatory Authority of the
        underwriting arrangements or other terms of the offering, and all fees
        and expenses of any &quot;qualified independent underwriter,&quot; including the
        fees and expenses of any counsel thereto,</p>
        <p style="text-indent: 40">(ix) fees and disbursements of underwriters
        customarily paid by issuers or sellers of securities, <u>but</u> <u>
        excluding</u> any underwriting fees, discounts and commissions
        attributable to the sale of Registrable Securities,</p>
        <p style="text-indent: 40">(x) costs of printing and producing any agreements
        among underwriters, underwriting agreements, any &quot;blue sky&quot; or legal
        investment memoranda and any selling agreements and other documents in
        connection with the offering, sale or delivery of the Registrable
        Securities,</p>
        <p style="text-indent: 40">(xi) transfer agents' and registrars' fees and
        expenses and the fees and expenses of any other agent or trustee
        appointed in connection with such offering, and</p>
        <p style="text-indent: 40">(xii) fees and expenses payable in connection with
        any ratings of the Registrable Securities, including expenses relating
        to any presentations to rating agencies.</p>
  </dir>
</dir>
<p style="text-indent: 40">6.8 <u>Relisting of Company</u>. In the event that the
Company determines to transfer its public listing to a Foreign Securities
Market, the registration rights granted to SOF herein shall apply to SOF in such
market with equal force and effect, subject to such modifications as are
reasonably necessary to comply with then applicable rules and regulations of
such market; </p>
            <hr>
<p Style='page-break-before:always'>
<p> <u>provided</u>, <u>however</u>, that the foregoing shall not
relieve the Company from any of its obligations, as such obligations would be
performed in a substantially similar manner in that market, or materially impair
any of SOF's rights under this Article VI, including, without limitation, its
Put Right under Section 6.6 of this Shareholders' Agreement.</p>
<p ALIGN="CENTER"><b>ARTICLE VII<br>
<br>
PREEMPTIVE RIGHT</b></p>
<p style="text-indent: 40">7.1 <u>Preemptive Right</u>. From and after the date hereof
and subject to the terms and conditions hereof, and until the termination of
this Shareholders' Agreement in accordance with Section 8.3 hereof, if the Board
of Directors decides to sell any equity securities or other securities
convertible into or exchangeable for equity securities, then SOF shall have the
right and option to buy from the Company a Pro Rata Amount (as defined below) of
the same securities (the &quot;<u>Preemptive Shares</u>&quot;) and on the same terms and
subject to the same conditions as such securities are being sold to the
purchasing parties; <u>provided</u>, <u>however</u>, such right shall not apply
to Permitted Issuances (the &quot;<u>Preemptive Right</u>&quot;). To the extent that SOF
does not elect to purchase the Pro Rata Amount from APWC as described herein,
SOF shall not have the right to participate in such transaction. The &quot;<u>Pro
Rata Amount</u>&quot; shall be equal to the product of (a)&nbsp;the number of equity
securities to be sold by the Company and (b) a fraction, the numerator of which
shall be the number of Shares of Common Stock then currently Owned in the
aggregate by SOF, and the denominator of which shall be the total number of
issued and outstanding Shares of Common Stock as of the date of the Preemptive
Notice (the &quot;<u>Pro Rata Percentage</u>&quot;).</p>
<p style="text-indent: 40">7.2 <u>Notice</u>. No later than twenty (20) Business Days
prior to the consummation of any&nbsp;proposed Transfer described in Section 7.1, the
Company shall provide the Preemptive Notice to SOF. The Preemptive Right shall
be exercisable by written notice to the Company given within fifteen (15)
Business Days after receipt of the Preemptive Notice (the &quot;<u>Election Notice</u>&quot;).
Failure by SOF to respond within fifteen (15) Business Days after receipt of the
Preemptive Notice shall be regarded as a rejection of the offer made pursuant to
the Preemptive Notice and a decline by SOF of its rights under this Article VII
with respect to such Transfer. If SOF elects to exercise such Preemptive Right,
SOF shall be obligated and bound after sending the Election Notice to buy the
Preemptive Shares, free and clear of all liens, claims and encumbrances, for a
purchase price per Share described in the Preemptive Notice and upon the other
terms and conditions of such transaction as reasonably agreed between SOF and
the Company; provided that SOF shall not be required to (i) make any
representations or warranties in connection with such Transfer other than
representations and warranties as to (A)&nbsp;SOF's power and authority to effect
such Transfer and (B)&nbsp;such matters pertaining to compliance with securities laws
as the Company may reasonably require, (ii) agree to any indemnification
obligations in connection with such transaction other than as a result of a
breach by SOF of such representations and warranties or (iii) agree to any
post-closing covenants other than customary further assurances covenants.</p>
<p style="text-indent: 40">7.3 <u>Right to Sell</u>.<font COLOR="#ff0000"> </font>If an
Election Notice is not received by the Company in accordance with Section 7.2,
the Company shall have the right to consummate the Transfer without the
participation of SOF, but only on terms and conditions which are no less
favorable to the Company in any material respect to those stated in the
Preemptive Notice and only if the  </p>
            <hr>
<p Style='page-break-before:always'>
<p>Transfer occurs on a date within ninety (90)
days of SOF's receipt of the Preemptive Notice. If such Transfer does not occur
within such ninety (90) day period, the Company's right to issue the Preemptive
Shares under the foregoing sentence shall expire and the Company's obligations
under Section 7.1 shall be reinstated, and such securities shall not be
Transferred without first being reoffered to SOF in compliance with Section 7.1.</p>
<p ALIGN="CENTER"><b>ARTICLE VIII<br>
<br>
STOCK CERTIFICATES; OTHER MATTERS</b></p>
<p style="text-indent: 40">8.1 <u>Stock Certificates; Share Registry</u>. (a) As
promptly as practicable after the simultaneous closings of the Stock Purchase
Agreement and this Shareholders' Agreement, the Company shall cause the delivery
to SOF and PEWC, respectively, of a certified copy of the Company's share
register maintained by Appleby Management (Bermuda) Ltd. reflecting the Share
ownership by SOF and PEWC, respectively. Any share certificate(s) issued to SOF
or PEWC, or any transferees thereof, shall contain the legends listed below to
the extent appropriate and in accordance with the terms of this Shareholders'
Agreement:</p>
<dir>
  <dir>
    <dir>
        <p>&quot;THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE
        OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
        (&quot;TRANSFERRED&quot;) UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF
        1933 OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE
        IN COMPLIANCE WITH THE SECURITIES ACT.</p>
        <p>THE TRANSFER OF THE SHARES EVIDENCED BY THIS
        CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN
        THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT, DATED MARCH __, 2009,
        BETWEEN ASIA PACIFIC WIRE AND CABLE CORPORATION, LIMITED (&quot;APWC&quot;) AND
        CERTAIN SHAREHOLDERS, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS
        ON FILE AT THE REGISTERED OFFICE OF APWC AND WILL BE FURNISHED WITHOUT
        CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO APWC. NO
        SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND
        CONDITIONS OF SUCH SHAREHOLDERS' AGREEMENT HAVE BEEN COMPLIED WITH IN
        FULL AND NO PERSON MAY REQUEST APWC TO REGISTER THE TRANSFER OF ANY
        SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDERS'
        AGREEMENT.&quot;</p>
    </dir>
  </dir>
</dir>
<p style="text-indent: 40">The legend(s) on each certificate may be modified from time
to time by the Board of Directors to comply with applicable law and/or this
Shareholders' Agreement. </p>
<p style="text-indent: 80">(b) The Parties acknowledge that, in addition to its share
register maintained with the Company's resident company secretary in Bermuda,
the Company maintains one or more additional share registers in order to comply
with trading requirements and practices in the  </p>
            <hr>
<p Style='page-break-before:always'>
<p>United States. The Parties hereby
agree that the share register maintained by the Company's resident company
secretary in Bermuda shall be the official share register of the Company, and
shall be dispositive as to record ownership of Shares in the event of any
conflict or discrepancy between the books and records maintained by the resident
company secretary and any other share registers maintained by or on behalf of
the Company.</p>
<p style="text-indent: 40">8.2 <u>Closings</u>. The closing (the &quot;<u>Closing</u>&quot;) of
each purchase, sale, issuance and/or other Transfer of any and all Share(s)
transferred pursuant to (i) Articles&nbsp;V and VII of this Shareholders' Agreement
shall take place in either the city of New York, New York or Taipei, Taiwan,
ROC, as agreed between the Parties and (ii) Section 3.3, 4.1(d) and Section 6.6
in New York, New York, in either case at a location and time, and on a date
designated by the Company in accordance with this Shareholders' Agreement or at
such other place, time or date as is mutually agreed upon in writing by all
concerned Parties. At the Closing, each Party transferring cash shall transfer
such cash in U.S. Dollars by wire transfer of immediately available funds and
each Party transferring any Share(s) shall Transfer and deliver, or cause to be
transferred and delivered, to the purchaser(s) or other transferee(s) of such
Share(s) any and all certificates representing such Share(s), duly endorsed or
accompanied by duly executed stock powers with any required transfer stamps
affixed and any required transfer taxes paid, free and clear of any liens,
claims, and encumbrances (except for any such lien, claim, or encumbrance
existing as a result of this Shareholders' Agreement), against payment and
delivery of the consideration, if any, for such Share(s); provided that the
delivery of certificates to the purchaser(s) or other transferee(s) of such
Shares may be delayed pending receipt of such certificate(s) from the Company's
resident company secretary in Bermuda.</p>
<p style="text-indent: 40">8.3 <u>Termination</u>. The provisions of this Shareholders'
Agreement shall terminate as follows: (i) Article III, Sections 6.2, 6.3 and
6.5, and Articles V and VII, upon SOF and all SOF Transferees ceasing to Own
five percent (5%), in the aggregate, of the total outstanding Shares, (ii)
Article IV, with regard to (x) Section 4.1 (a)-(d) and (y) Section 4.1 (e)-(g),
respectively, until the date which is six years after the date of the filing by
SOF with the IRS of the last annual income tax return for a fiscal year in which
it reports holding ten percent (10%) or more of the total outstanding Shares and
five percent (5%) or more of the total outstanding Shares, respectively and
(iii) with regard to all other provisions of this Shareholders' Agreement, the
date which is thirty (30) days after the last date to occur under Sections
8.3(i) and (ii) above; provided, that any such termination shall not relieve a
Party hereto of any liability for a breach occurring prior to such termination.
This Shareholders' Agreement may also be terminated by mutual agreement between
each of the Parties hereto. </p>
<p style="text-indent: 40">8.4 <u>Distributions of Shares of Company Subsidiaries</u>.
From and after the date hereof and subject to the terms and conditions hereof,
and until the termination of this Shareholders' Agreement in accordance with
Section 8.3 herein, in the event shares of common stock of a Subsidiary of the
Company are distributed by the Company to its shareholders including SOF, the
Parties hereto shall, and the Company shall cause such Subsidiary to, enter into
a shareholders' agreement on the same or substantially the same terms and
provisions of this Shareholders' Agreement, with modifications thereto
reasonably agreed to by the Parties.</p>
<p style="text-indent: 40">8.5 <u>Transferability of Shares</u>. The Shares Owned by SOF
are fully transferable, to the extent permitted by law, and no terms herein
shall be deemed to restrict the ability of SOF to  </p>
            <hr>
<p Style='page-break-before:always'>
<p>Transfer its Shares. In no
event shall PEWC Transfer any Shares Owned by PEWC to a United States organized
or domiciled Affiliate if such Transfer results in, or is reasonably likely to
result in, the Company being a Controlled Foreign Corporation; provided that in
no event shall such Transfer be in an amount of Shares greater than 9.9% of the
total outstanding Shares.</p>
<p style="text-indent: 40">8.6 <u>Investor Status</u>. Each of PEWC and SOF hereby
declares that neither the execution of this Shareholders' Agreement nor anything
herein shall be construed as an admission that such Person is, for the purposes
of Sections 13(d) or 13(g) of the Securities Act, (i) acting (or has agreed or
is agreeing to act together with any other Person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or
disposing of securities of the Company or otherwise with respect to the Company
or any securities of the Company or (ii) a member of any group with respect to
the Company or any securities of the Company.</p>
<p ALIGN="CENTER"><b>ARTICLE IX<br>
<br>
MISCELLANEOUS</b></p>
<p style="text-indent: 40">9.1 <u>Public Announcements</u>. The Parties shall provide to
each other any press release, public announcement, or similar publicity with
respect to this Shareholders' Agreement and shall consult with each other before
issuing or making any such release and shall give due consideration to any
reasonable comments made by the other Party and shall incorporate any reasonable
comments made by the other Party to the extent the comments (i) relate to such
other Party and (ii) would not result in a violation of any Legal Requirement.
The Parties shall not issue any such press release or make any such public
statement expressly referring to this Shareholders' Agreement and addressing the
subject matter hereof without the prior written consent of each other Party,
which consent shall not be unreasonably withheld, conditioned, or delayed;
provided that a Party may, without obtaining the prior consent of any other
Party, issue such press release or make such public statements as such Party
determines in good faith are required by a Legal Requirement. The Company shall
cause its employees, officers and directors to comply with this Section&nbsp;9.1. To
the extent any such release or announcement is not in English, an English
translation shall be provided.</p>
<p style="text-indent: 40">9.2 <u>Notices</u>. All notices, consents, waivers and other
communications under this Shareholders' Agreement shall be in writing, sent
contemporaneously to all of the receiving Parties, and shall be deemed to have
been duly provided, delivered, and received when (a) delivered by hand (with
written confirmation of receipt), (b) sent by facsimile (with written
confirmation of receipt), or (c) when received by the addressee, if sent by an
internationally recognized delivery or courier service (return receipt
requested), in each case, to the appropriate addresses and facsimile numbers as
provided on the signature page for such Party (or to such other addresses and
facsimile numbers as any Party may designate by notice to the other Parties in
accordance with this Section 9.2).</p>
<p style="text-indent: 40">9.3 <u>Arbitration; Jurisdiction; Service of Process</u>.
Any dispute, controversy, or claim arising out of or in relation to this
Shareholders' Agreement, including the validity, invalidity, breach, or
termination thereof, shall be exclusively resolved by arbitration in accordance
with rules of arbitration of the American Arbitration Association in force on
the date when the request </p>
            <hr>
<p Style='page-break-before:always'>
<p>for arbitration is submitted in accordance with such rules. The number of
arbitrators shall be three (3), appointed in accordance with said rules. The
seat of the arbitration shall be New York, New York, United States. The
arbitration proceedings shall be conducted in English language.</p>
<p style="text-indent: 40">The Parties hereby irrevocably and unconditionally consent to
submit to the exclusive jurisdiction of the courts of the State of New York and
of the United States of America located in New York County for any actions,
suits or proceedings arising out of or relating to this Shareholders' Agreement
(and agree not to commence any action, suit or proceeding relating thereto
except in such courts, and further agree that service of any process, summons,
notice or document by U.S. registered mail to their respective addresses set
forth above shall be effective service of process for any action, suit or
proceeding brought against any such Party in any such court). The Parties hereby
irrevocably and unconditionally waive any objection that any such Party may now
or hereafter have to the laying of venue of any action, suit or proceeding
arising out of or relating to this Shareholders' Agreement in the courts of the
State of New York or the United States of America located in New York County,
and hereby further irrevocably and unconditionally waive and agree not to plead
or claim in any such court that any such action, suit or proceeding brought in
any such court has been brought in an inconvenient forum. THE PARTIES FURTHER
IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION
WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SHAREHOLDERS' AGREEMENT. For the avoidance of doubt, the Parties agree that any
dispute, controversy or claim shall be resolved, in the first instance, pursuant
to the arbitration procedures set forth above.</p>
<p style="text-indent: 40">Each of the Company and PEWC irrevocably appoints CT
Corporation (the &quot;<u>Process Agent</u>&quot;), at 111&nbsp;Eighth Avenue, New York, New
York 10011 (212-894-8940), as its agent and true and lawful attorney-in-fact in
its name, place and stead, and SOF irrevocably authorizes the office identified
as its address for Notices in accordance with Section 9.2, to accept on behalf
of each of the respective Parties and their respective properties and revenues,
service of copies of the summons and complaint and any other process which may
be served in any suit, action or proceeding brought pursuant to this
Shareholders' Agreement, and each of the Parties hereto agrees that failure of
the Process Agent to give any notice of any such service of process to any of
the Parties hereto shall not impair or affect the validity of such service or
the enforcement of any judgment based thereon.</p>
<p style="text-indent: 40">9.4 <u>Further Assurances; Legal Prohibitions</u>. Each Party
hereto shall (a) furnish such information, (b)&nbsp;execute and deliver such
documents, and (c)&nbsp;do all other such acts and things, in each case, if and as
reasonably requested by any other party hereto for the purpose of carrying out
the intents and purposes of this Shareholders' Agreement and the Contemplated
Transactions, as applicable to each Party. If the performance by the Company of
any obligation(s) of the Company under this Shareholders' Agreement may be
prohibited or otherwise limited by applicable law, the Parties hereto shall use
their reasonable best efforts (including by voting their Shares in person or by
proxy at any vote of the Company's shareholders) to enable the Company to fully
satisfy, fulfill, and perform such obligation(s) or satisfy, fulfill, and
perform such obligation(s) to the extent not prohibited by applicable law.
Further, the Parties agree to act in good faith in carrying out the terms and
provisions of this Shareholders' Agreement and to not engage in any transaction
or activity intended to circumvent or otherwise impair the intended rights or
obligations of the Parties provided hereunder.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">9.5 <u>Waiver</u>. Neither the failure to exercise, nor any
delay by any Party in exercising, any right, power, or privilege under this
Shareholders' Agreement, or any other document contemplated by this
Shareholders' Agreement shall operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or
privilege shall preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a)&nbsp;no claim or right arising out of
this Shareholders' Agreement or any other document contemplated by this
Shareholders' Agreement may be discharged by one Party, in whole or in part, by
a waiver or renunciation of the claim or right unless in writing signed by each
other Party hereto, (b)&nbsp;no waiver that may be given by any Party hereto shall be
applicable except in the specific instance when and for which such waiver is
given, and (c)&nbsp;no notice to or demand on one Party shall be deemed to be a
waiver of any obligation of such Party or of the right of the Party giving such
notice or demand to take further action without notice or demand as provided in
this Shareholders' Agreement, or any other document contemplated by this
Shareholders' Agreement.</p>
<p style="text-indent: 40">9.6 <u>Entire Agreement; Modification</u>. This Shareholders'
Agreement (together with each other document contemplated by this Shareholders'
Agreement) terminates, supersedes, and replaces all prior written and oral
agreements among the Parties with respect to the subject matter of this
Shareholders' Agreement, including, without limitation, the Original
Shareholders' Agreement, and each other document contemplated by this
Shareholders' Agreement and constitutes (together with each other document
contemplated by this Shareholders' Agreement) a complete and exclusive statement
of the terms of the agreement by and among the Parties with respect to the
subject matter of this Shareholders' Agreement and each other document
contemplated by this Shareholders' Agreement. This Shareholders' Agreement may
not be amended except by a written agreement executed by all Parties to be
charged with or otherwise affected by any such amendment.</p>
<p style="text-indent: 40">9.7 <u>Assignments, Successors, and No Third-Party Rights</u>.<b>
</b>No Party may assign any of the rights or obligations of such Party under
this Shareholders' Agreement without the prior written consent of each of the
other Parties, which consent shall not be unreasonably withheld, conditioned, or
delayed; <u>provided</u>, <u>however</u>, that SOF may assign its rights and
obligations under Articles IV, V, VI, VIII and IX hereunder (i) to an Affiliate
of SOF and (ii) in any Transfer of Shares to a single party (a party and its
Affiliates considered a single party) that in the aggregate represents five and
one-tenth percent (5.1%) or more of the outstanding Shares of Common Stock (such
assignment right pursuant to clause (ii) above is herein, &quot;<u>SOF's Assignment
Right</u>&quot;); <u>provided</u>, <u>further</u>, that (A) SOF's Assignment Right
shall not apply to any attempted assignment to, and the rights and obligations
contained herein are not assignable to, any Person (or any of its Affiliates, it
being agreed for the avoidance of doubt that a financial investor holding twenty
five percent (25%) or less of the equity securities in such Person shall not be
deemed an Affiliate) that at the time of such assignment (i) is a direct
competitor of the Company or any of its Subsidiaries or (ii) is listed on
Schedule 9.7 of this Shareholders' Agreement (collectively, the &quot;<u>Prohibited
Transferees</u>&quot;) and (B)&nbsp;not later than ten (10) Trading Days prior to the
effective date of any proposed assignment pursuant to SOF's Assignment Right,
SOF shall provide the Company with written notice of such proposed assignment,
such notice to contain the name and address of the proposed assignee. Upon
request, the Company shall certify to SOF and the proposed transferee the list
of &quot;Prohibited Transferees&quot; and the Company and PEWC shall provide any
information then known by the Company or PEWC (as applicable, without any
requirement of inquiry or  </p>
            <hr>
<p Style='page-break-before:always'>
<p>investigation) regarding the Prohibited Transferees as
shall be reasonably requested by SOF or a proposed SOF Transferee. Nothing
expressed or referred to in this Shareholders' Agreement shall be construed to
give any Person other than the Parties any legal or equitable right, remedy, or
claim under or with respect to this Shareholders' Agreement or any provision of
this Shareholders' Agreement. This Shareholders' Agreement and all of its
provisions and conditions are for the sole and exclusive benefit of the Parties
and the successors and permitted assigns of the Parties.</p>
<p style="text-indent: 40">9.8 <u>Joinder of Transferees</u>. (a) Without modifying any
of the other terms of this Shareholders' Agreement, for so long as PEWC
continues to Control the Company after giving effect to any Transfer, PEWC may
Transfer, subject to the restrictions set forth in this Shareholders' Agreement,
any Share(s) Owned by it to one or more Persons; provided that such Party agrees
in writing for the benefit to the Parties to be bound by all of the terms of
Articles V, VIII and IX hereof.</p>
<p ALIGN="JUSTIFY">(b) To the extent that SOF shall Transfer any Share(s) Owned
by it and such Transfer is either (i) to an Affiliate or (ii) in connection with
such Transfer, SOF's Assignment Right is applicable, at the option of SOF, such
transferee (an &quot;<u>SOF Transferee</u>&quot;) thereof may agree in writing for the
benefit of the Parties to be bound by all of the terms of this Shareholders'
Agreement to the same extent as SOF, and be treated for all purposes herein as
if it were a Party, by executing a joinder in the form of <i><b>Exhibit A</b></i>
hereto (a &quot;<u>Shareholders Joinder</u>&quot;), which PEWC and APWC shall countersign
and provide to such transferee.</p>
<p style="text-indent: 40">9.9 <u>Severability</u>. If any provision of this
Shareholders' Agreement is held invalid, illegal or unenforceable by any court
of competent jurisdiction, the other provisions of this Shareholders' Agreement
shall remain in full force and effect. Any provision of this Shareholders'
Agreement held invalid, illegal or unenforceable only in part or degree shall
remain in full force and effect to the extent not held invalid, illegal or
unenforceable. The Parties shall endeavor in good faith negotiations to replace
any invalid, illegal or unenforceable provision with a valid, legal and
enforceable provision, the effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provision.</p>
<p style="text-indent: 40">9.10 <u>Article and Section Headings; Construction</u>. The
headings of Articles and Sections in this Shareholders' Agreement are provided
for convenience only and shall not affect the construction or interpretation of
this Shareholders' Agreement. All references to &quot;Article,&quot; &quot;Articles,&quot;
&quot;Section,&quot; or &quot;Sections&quot; refer to the corresponding Article, Articles, Section,
or Sections of this Shareholders' Agreement. All words used in this
Shareholders' Agreement shall be construed to be of such gender or number as the
circumstances require. Unless otherwise expressly provided, the word &quot;including&quot;
does not limit the preceding words or terms.</p>
<p style="text-indent: 40">9.11 <u>Time of the Essence</u>. With regard to all dates and
time periods set forth or referred to in this Shareholders' Agreement, time is
of the essence.</p>
<p style="text-indent: 40">9.12 <u>Governing Law</u>. This Shareholders' Agreement shall
be governed by, enforced under, and construed in accordance with the laws of New
York without regard to conflicts of law principles (other than Section 5-1401
and 5-1402 of the New York General Obligations Law).</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">9.13 <u>Contemplated Transactions</u>. The Parties hereby
covenant and agree that in consummating each Contemplated Transaction each Party
will comply with all applicable laws, rules and regulations of any Governmental
Authority or Regulatory Authority with jurisdiction over such transactions.</p>
<p style="text-indent: 40">9.14 <u>Fees and Expenses</u>. Each Party shall bear all
costs incurred by it in connection with the preparation and negotiation of this
Shareholders' Agreement; provided, however, that the Company shall reimburse SOF
for all reasonable and documented legal fees and expenses incurred by SOF in
connection with, related to or arising out of the preparation and negotiation of
this Shareholders' Agreement, the Stock Purchase Agreement and the exercise of
SOF's Put Right pursuant to the Original Shareholders' Agreement, in an amount
not to exceed Twenty-Five Thousand Dollars (US$25,000) in the aggregate.</p>
<p style="text-indent: 40">9.15 <u>Counterparts</u>. This Shareholders' Agreement may be
executed by facsimile signature and in one or more counterparts, each of which
shall be deemed to be an original copy of this Shareholders' Agreement and all
of which, when taken together, shall be deemed to constitute one and the same
agreement.</p>
<p style="text-indent: 40">9.16 <u>Specific Performance</u>. The Parties expressly agree
that they will be irreparably damaged if this Shareholders' Agreement is not
specifically enforced. In any action or proceeding to specifically enforce the
provisions of this Shareholders' Agreement, any Person (including, without
limitation, the Company) against whom such action or proceeding is brought
hereby waives the claim or defense therein that the plaintiff or claimant has an
adequate remedy at law, and such Person shall not argue in any such action or
proceeding the claim or defense that such remedy at law exists. Upon a breach or
threatened breach of the terms, covenants and/or conditions of this
Shareholders' Agreement by any Party, each other Party shall, in addition to all
other remedies available herein with respect to such breach, be entitled to a
temporary or permanent injunction, and/or a decree for specific performance,
without showing any actual damage or being required to post a bond or other
security, in accordance with the provisions hereof. The provisions of this
paragraph shall not prevent any Party from seeking a remedy at law in connection
with any breach of this Shareholders' Agreement.</p>
<p style="text-indent: 40">9.17 <u>Amendment and Restatement</u>. The Parties hereby
agree that this Shareholders' Agreement amends and restates in its entirety the
Original Shareholders' Agreement and that, in the event of any conflict between
the terms hereof and the terms of the Original Shareholders' Agreement, the
terms of this Shareholders' Agreement shall govern in all respects.</p>
<i><b>
<p ALIGN="CENTER">*****<br>
Remainder of Page Intentionally Left Blank<br>
Signature Pages to Follow</p>
            <hr>
<p Style='page-break-before:always'>
</b></i>
<p style="text-indent: 40">IN WITNESS WHEREOF, the parties hereto have caused this
Shareholders' Agreement to be executed, delivered, and effective as of the date
first written above.</p>
<b>
<p ALIGN="LEFT">ASIA PACIFIC WIRE &amp; CABLE CORPORATION LIMITED</p>
</b>
<p ALIGN="JUSTIFY">By: <u>&nbsp; /s/ Yuan Chun Tang&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>
</u>Name: Yuan Chun Tang<br>
Title: Chairman</p>
<p ALIGN="JUSTIFY">Notice Address:</p>
<p ALIGN="LEFT">7<sup>th</sup> Floor, No 132 Sec. 3<br>
Min-Sheng East Road<br>
Taipei, 105 Taiwan, ROC<br>
Attn: Ling Y. Wu, Esq.<br>
Fax: +886-2-2712-3557</p>
<p ALIGN="JUSTIFY">With a Copy to:</p>
<p ALIGN="LEFT">Morrison &amp; Foerster <font SIZE="3">LLP</font><br>
1290 Avenue of the Americas<br>
New York, NY 10104-0050<br>
Attn: Michael J. Hagan, Esq.<br>
Fax: (212) 468-7900<br>
</p>
            <hr>
<p Style='page-break-before:always'>
<b>
<p ALIGN="LEFT">PACIFIC ELECTRIC WIRE &amp; CABLE CO, LTD.</p>
</b>
<p ALIGN="LEFT">By: <u>&nbsp; /s/ David Tao-Heng Sun&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>Name: David Tao-Heng Sun<br>
Title: President<br>
Notice Address:<br>
No. 95, Section 2 <br>
26th Floor<br>
Dunhua South Road<br>
Taipei, 106 Taiwan, ROC<br>
Attn: Yuan Chun Tang, Chairman<br>
Fax: +886-2-6636-6130</p>
<p ALIGN="JUSTIFY">With a Copy to:</p>
<p ALIGN="LEFT">Christopher F. Graham, Esq.<br>
McKenna Long &amp; Aldridge LLP<br>
230 Park Avenue, Suite 1700<br>
New York, New York 10169<br>
Fax: 212-922-1819<br>
E-mail: cgraham@mckennalong.com</p>
<p ALIGN="LEFT">AGREED AND ACKNOWLEDGED:</p>
<p ALIGN="LEFT">MOON VIEW VENTURES LIMITED</p>
<p ALIGN="LEFT">By:<u>&nbsp; /s/ Andy C. C. Cheng&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u><br>
Name: Andy C. C. Cheng<br>
Title: Director</p>
<p ALIGN="LEFT">PACIFIC HOLDINGS GROUP</p>
<p ALIGN="JUSTIFY">By:<u>&nbsp;&nbsp; /s/ Michael Chow-Chun Lee&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u><br>
Name: Michael Chow-Chun Lee <br>
Title: Chairman</p>
<b>
<p ALIGN="LEFT"></p>
            <hr>
<p Style='page-break-before:always'>
<p ALIGN="LEFT">SOF INVESTMENTS, L.P.</p>
</b>
<p ALIGN="LEFT">By: MSD Capital, L.P., its General Partner<br>
By: MSD Capital Management LLC, its General Partner</p>
<p ALIGN="LEFT">By: <u>&nbsp; /s/ Marc R. Lisker&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>Name: Marc R. Lisker<br>
Title: Manager and General Counsel</p>
<p ALIGN="LEFT">Notice Address:</p>
<p ALIGN="LEFT">SOF Investments, L.P.<br>
Attention: General Counsel<br>
645 Fifth Avenue, 21st Floor<br>
New York, NY 10022<br>
Fax: (212) 303-1772</p>
<p ALIGN="LEFT">With a Copy to:</p>
<p ALIGN="LEFT">Haynes and Boone, LLP<br>
901 Main Street, Suite 3100<br>
Dallas, Texas 75202<br>
Attn: Ms. Janice V. Sharry, Esq.<br>
Fax: (214) 200-0620</p>
<p ALIGN="LEFT">&nbsp;</p>
            <hr>
<p Style='page-break-before:always'>
<p ALIGN="CENTER"><b>APPENDIX A</b></p>
<b>
<p ALIGN="CENTER">Definitions</p>
</b>
<p style="text-indent: 40">&quot;<b>Accounting Firm</b>&quot; shall have the meaning set forth in
Section 4.1(a).</p>
<p style="text-indent: 40">&quot;<b>Affiliate</b>&quot; shall have the meaning assigned to such
term in Rule 405 of the Securities Act.</p>
<p style="text-indent: 40">&quot;<b>APWC</b>&quot; shall have the meaning assigned to such term in
the Preamble to this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>Board of Directors</b>&quot; shall mean the board of directors
of the Company.</p>
<p style="text-indent: 40">&quot;<b>Business Day</b>&quot; shall mean any day other than a
Saturday, Sunday or other day on which commercial banks in New York, New York
are authorized by law to close.</p>
<p style="text-indent: 40">&quot;<b>CFC Accounting Claim Period</b>&quot; shall have the meaning
set forth in Section 4.1(b).</p>
<p style="text-indent: 40">&quot;<b>CFC Indemnified Parties</b>&quot; shall have the meaning set
forth in Section 4.1(b).</p>
<p style="text-indent: 40">&quot;<b>CFC Losses</b>&quot; shall have the meaning set forth in
Section 4.1(b).</p>
<p style="text-indent: 40">&quot;<b>Closing</b>&quot; shall have the meaning assigned to such term
in Section 8.2.</p>
<p style="text-indent: 40">&quot;<b>Code</b>&quot; shall refer to the Internal Revenue Code as
found in 26 U.S.C.</p>
<p style="text-indent: 40">&quot;<b>Code Section 951</b>&quot; shall mean 26 U.S.C. &#167 951 or any
similar statute hereafter enacted having substantially the same purpose and
effect as such Code Section.</p>
<p style="text-indent: 40">&quot;<b>Code Section 951(a)</b>&quot; shall mean 26 U.S.C. &#167 951(a) or
any similar statute hereafter enacted having substantially the same purpose and
effect as such Code Section.</p>
<p style="text-indent: 40">&quot;<b>Code Section 951(b)</b>&quot; shall mean 26 U.S.C. &#167 951(b) or
any similar statute hereafter enacted having substantially the same purpose and
effect as such Code Section.</p>
<p style="text-indent: 40">&quot;<b>Code Section 957</b>&quot; shall mean 26 U.S.C. &#167 957 or any
similar statute hereafter enacted having substantially the same purpose and
effect as such Code Section.</p>
<p style="text-indent: 40">&quot;<b>Code Section 1291</b>&quot; shall mean 26 U.S.C. &#167 1291 or any
similar statute hereafter enacted having substantially the same purpose and
effect as such Code Section.</p>
<p style="text-indent: 40">&quot;<b>Code Section 1295</b>&quot; shall mean 26 U.S.C. &#167 1295 or any
similar
statute
hereafter enacted having substantially the same purpose and
effect as such Code Section.</p>
<p style="text-indent: 40">&quot;<b>Code Section 1297</b>&quot; shall mean 26 U.S.C.
&#167 1297 or any similar statute
hereafter
enacted having substantially the same purpose and effect as such Code Section.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">&quot;<b>Common Stock</b>&quot; shall mean the common shares, US$0.01
par value, of the Company and shall include, without limitation, any share(s) or
other security(ies) of the Company issued in exchange for, with respect to, or
resulting from or in connection with, any dividend on, or split,
recapitalization, reclassification, exchange, or change in par value of, any
share(s) of Common Stock or resulting from or in connection with any
recapitalization, reclassification, exchange, combination, subdivision,
consolidation, amalgamation, or restructuring of the Company.</p>
<p style="text-indent: 40">&quot;<b>Company</b>&quot; shall have the meaning assigned to such term
in the Preamble to this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>Consent</b>&quot; shall mean any approval, consent,
ratification, waiver, or other authorization (including any governmental or
regulatory authorization).</p>
<p style="text-indent: 40">&quot;<b>Contemplated Transaction</b>&quot; and &quot;<b>Contemplated
Transactions</b>&quot; shall mean each, and collectively all, respectively, of the
transactions contemplated by this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>Contract</b>&quot; shall mean any agreement, contract,
obligation, promise, or undertaking (whether written or oral and whether express
or implied) that is legally binding.</p>
<p style="text-indent: 40">&quot;<b>Control</b>&quot; shall have the meaning assigned to such term
in Rule 405 of the Securities Act.</p>
<p style="text-indent: 40">&quot;<b>Controlled Foreign Corporation</b>&quot; or &quot;<b>CFC</b>&quot; shall
have the meaning assigned to such term in Section 4.1(a).</p>
<p style="text-indent: 40">&quot;<b>Convertible Securities</b>&quot; shall mean (i) any options or
warrants to purchase or other rights to acquire Common Stock, (ii) any
securities by their terms convertible into or exchangeable for Common Stock, and
(iii) any options or warrants to purchase or other rights to acquire any such
convertible or exchangeable securities.</p>
<p style="text-indent: 40">&quot;<b>Effectiveness Date</b>&quot; shall have the meaning set forth
in Section 6.1(a).</p>
<p style="text-indent: 40">&quot;<b>Effectiveness Period</b>&quot; shall have the meaning set
forth in Section 6.1(a).</p>
<b>
<p style="text-indent: 40">&quot;Election Notice&quot;</b> shall have the meaning set forth in
Section 7.2.</p>
<p style="text-indent: 40">&quot;<b>Exchange Act</b>&quot; shall mean the Securities Exchange Act
of 1934, as amended, and the rules, regulations, and forms promulgated
thereunder.</p>
<p style="text-indent: 40">&quot;<b>Event</b>&quot; shall have the meaning set forth in Section
6.1(b).</p>
<p style="text-indent: 40">&quot;<b>Foreign Securities Market</b>&quot; shall mean one or more of
the principal or secondary exchanges for the public trading of equity securities
in any of Hong Kong, Tokyo or Singapore.</p>
<p style="text-indent: 40">&quot;<b>Form W-8BEN</b>&quot; shall mean the Form, as adopted by the
IRS entitled, &quot;Certificate of Foreign Status or Beneficial Owner for United
States Withholding&quot; or any similar, successor Form as adopted by the IRS.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">&quot;<b>Form W-9</b>&quot; shall mean the Form, as adopted by the IRS,
entitled &quot;Request for Taxpayer Identification Number and Certification&quot; or any
similar, successor Form as adopted by the IRS.</p>
<p style="text-indent: 40">&quot;<b>Form 5471</b>&quot; shall mean the Form, as adopted by the
IRS, entitled &quot;Information Return of U.S. Persons With Respect to Certain
Foreign Corporations&quot; or any similar, successor Form as adopted by the IRS.</p>
<p style="text-indent: 40">&quot;<b>Form&nbsp;8621</b>&quot; shall mean the Form, as adopted by the
IRS, entitled &quot;Return of a Shareholder of a Passive Foreign Investment Company
or Qualified Electing Fund&quot; or any similar, successor Form as adopted by the
IRS.</p>
<p style="text-indent: 40">&quot;<b>Governmental Authority</b>&quot; shall mean any (a) national,
federal, state, local, county, municipal, city, town, village, district,
foreign, or other government or jurisdiction of any kind, character, or nature
whatsoever, (b) governmental or quasi-governmental authority of any kind,
character, or nature whatsoever (including, without limitation, any court,
judge, tribunal, agency, branch, department, commission, board, bureau,
official, administrator, regulator, legislator, instrumentality, arbitrator, or
mediator), (c) multi-national organization or body, or (d) individual Person or
body exercising, or entitled to exercise, any administrative, executive,
judicial, legislative, police, regulatory, or taxing authority or power of any
kind, character, or nature whatsoever.</p>
<p style="text-indent: 40">&quot;<b>Group</b>&quot; shall have the meaning assigned to such term
in Section 13(d)(3) of the Securities Act.</p>
<p style="text-indent: 40">&quot;<b>Involuntary Basis</b>&quot; shall mean any act or omission
after the date hereof which causes SOF to become a United States Shareholder
other than by reason of the purchase or other voluntary acquisition of Shares by
SOF or any of its Affiliates. </p>
<p style="text-indent: 40">&quot;<b>IRS</b>&quot; shall mean the United States Internal Revenue
Service.</p>
<p style="text-indent: 40">&quot;<b>Legal Requirement</b>&quot; shall mean, with respect to any
Person, any federal, state, local, municipal, foreign, international,
multinational, or other administrative order, constitution, law, ordinance,
principle of common law, regulation, statute, or treaty applicable to such
Person.</p>
<p style="text-indent: 40">&quot;<b>Libor Rate</b>&quot; shall mean, the average daily rate of a
fluctuating rate of interest equal to the three (3) month London interbank
offered rate as published in the &quot;Money Rates&quot; section of The Wall Street
Journal.</p>
<p style="text-indent: 40">&quot;<b>Notification</b>&quot; shall mean a writing containing any
information required by this Shareholders' Agreement to be communicated to any
Person, which shall be sent in accordance with Section 9.2 hereof.</p>
<p style="text-indent: 40">&quot;<b>Order</b>&quot; shall mean any award, decision, injunction,
judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered
by any court, administrative agency, or other Governmental Authority or by any
arbitrator.</p>
<p style="text-indent: 40">&quot;<b>Organizational Documents</b>&quot; shall mean (a)
the articles or certificate of incorporation, memorandum of association and the
bye-laws of a corporation; (b) the partnership agreement or </p>
            <hr>
<p Style='page-break-before:always'>
<p>any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (d) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (e) any amendment
to any of the foregoing.</p>
<p style="text-indent: 40">&quot;<b>Original Shareholders' Agreement</b>&quot; shall have the
meaning assigned to such term in the Recitals.</p>
<p style="text-indent: 40">&quot;<b>Own</b>,&quot; &quot;<b>Owns</b>,&quot; &quot;<b>Owned</b>,&quot; and &quot;<b>Ownership</b>&quot;
shall mean beneficial ownership as determined pursuant to and in accordance with
Rule 13d-3 promulgated under the Exchange Act and, for purposes of this
Shareholders' Agreement, any determination of ownership at any time shall be
equitably adjusted for any stock split, combination, recapitalization, dividend,
distribution, and other similar transaction occurring after the date of this
Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>Owner</b>&quot; shall mean, with respect to any Share(s), the
Person(s) that Owns such Share(s).</p>
<p style="text-indent: 40">&quot;<b>Party</b>&quot; or &quot;<b>Parties</b>&quot; shall have the meaning
assigned to such term in the Preamble to this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>Permitted Exception</b>&quot; shall mean any required consent
or approval of, or filing with or notice to, a Regulatory Authority related to
the registration of the Shares with such Regulatory Authority, the listing of
the Shares on a Securities Market or any amendment to the Bye-laws or other
Organizational Documents of the Company occurring after the date hereof.</p>
<p style="text-indent: 40">&quot;<b>Permitted Issuance</b>&quot; shall mean (i) the issuance of
any Shares of Common Stock pursuant to the exercise or exchange of any
Convertible Securities outstanding as of the date hereof; (ii) the issuance of
any Shares of Common Stock or Convertible Securities (and subsequent exercise or
exchange of such Convertible Security) to independent directors, officers or
employees of the Company, in connection with their service as directors of the
Company or their employment by the Company or their service as an officer of the
Company; (iii) the issuance of any Shares of Common Stock or Convertible
Securities as consideration for the acquisition by the Company or any Subsidiary
of the Company of another business entity or interest therein by merger,
amalgamation, purchase of substantially all the assets or other business
combination or investment, or (iv) the issuance of any Shares of Common Stock
pursuant to a stock dividend or upon any stock split or other subdivision or
combination of Shares.</p>
<p style="text-indent: 40">&quot;<b>Person</b>&quot; shall mean any individual, sole
proprietorship, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union, entity, or Governmental Authority.</p>
<p style="text-indent: 40">&quot;<b>PEWC</b>&quot; shall have the meaning assigned to such term in
the Preamble to this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>PFIC</b>&quot; or &quot;<b>Passive&nbsp;Foreign Investment Company</b>&quot;
shall have the meaning as set out in Code Section 1297.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">&quot;<b>PFIC Accounting Claim Period</b>&quot; shall have the meaning
set forth in Section 4.1(f) of this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>PFIC Indemnified Parties</b>&quot; shall have the meaning set
forth in Section 4.1(f) of this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>PFIC Losses</b>&quot; shall have the meaning set forth in
Section 4.1(f) of this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>PFIC Rules</b>&quot; shall mean 26 U.S.C. &#167&#167 1291-98 or any
similar statutes hereafter enacted having substantially the same purpose and
effect as such Code Sections.</p>
<p style="text-indent: 40">&quot;<b>Piggyback Notice</b>&quot; shall have the meaning as set forth
in Section 6.3.</p>
<p style="text-indent: 40">&quot;<b>Preemptive Notice</b>&quot; shall mean a Notification which
shall describe fully: (i) the terms, including the price, of the proposed
Transfer; (ii) the number of Shares equal to SOF's Pro Rata Amount of such
Shares being sold; (iii) method of proposed Transfer; and (iv) the proposed
closing date of the Transfer.</p>
<p style="text-indent: 40">&quot;<b>Preemptive Right</b>&quot; shall have the meaning assigned to
such term in Section&nbsp;7.1.</p>
<p style="text-indent: 40">&quot;<b>Preemptive Shares</b>&quot; shall have the meaning assigned to
such term in Section 7.1.</p>
<p style="text-indent: 40">&quot;<b>Proceeding</b>&quot; shall mean any formal action,
arbitration, mediation, dispute resolution, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative) in,
commenced, brought, conducted, or heard by or before, or otherwise involving,
any judge, court, arbitrator, mediator, or Governmental Authority of any kind,
character, or nature, the results of which shall be legally binding on the
parties subject thereto.</p>
<p style="text-indent: 40">&quot;<b>Process Agent</b>&quot; shall have the meaning set forth in
Section 9.3.</p>
<p style="text-indent: 40">&quot;<b>Prohibited Transferees</b>&quot; has the meaning set forth in
Section 9.7.</p>
<p style="text-indent: 40">&quot;<b>Pro Rata Amount</b>&quot; shall have the meaning set forth in
Section 7.1.</p>
<p style="text-indent: 40">&quot;<b>Prospectus</b>&quot; shall mean the prospectus included in a
Registration Statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.</p>
<p style="text-indent: 40">&quot;<b>Put Closing</b>&quot; shall have the meaning set
forth
in
Section 6.6.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">&quot;<b>Put Event</b>&quot; shall mean any date (i) after the date
hereof whereby (A) an Event has occurred and continues to occur or (B) the
Shares are not quoted on the OTC Bulletin Board or (ii) on or after February 1,
2011 whereby the Shares are not listed on a US Securities Market.</p>
<p style="text-indent: 40">&quot;<b>Put Price</b>&quot; shall mean for (i) Shares purchased
pursuant to that certain Stock Purchase Agreement by and between Sino-JP Fund
Co., Ltd. and SOF dated as of June 28, 2007, an aggregate amount equal to the
product of (a) the number of Shares being sold and (b) US$4.35 and (ii) Shares
purchased under Section VII hereof, an aggregate amount equal to the purchase
price therefor.</p>
<p style="text-indent: 40">&quot;<b>Put Right</b>&quot; shall have the meaning set forth in
Section 6.6.</p>
<p style="text-indent: 40">&quot;<b>Put Shares</b>&quot; shall have the meaning set forth in
Section 6.6.</p>
<p style="text-indent: 40">&quot;<b>QEF Election</b>&quot; shall mean &quot;qualified electing fund&quot; as
established in Code Section 1295.</p>
<p style="text-indent: 40">&quot;<b>Registrable Securities</b>&quot; shall mean at any time the
Shares beneficially Owned by SOF (and SOF Permitted Assignees, if any) or any
SOF Transferee (but only with respect to the Shares of Common Stock so
Transferred) who agrees to be bound by the terms and conditions hereof, which
Shares were acquired by SOF pursuant to that certain Stock Purchase Agreement by
and between Sino-JP Fund Co., Ltd. and SOF dated as of June 28, 2007, or are
acquired pursuant to Article VII hereof; <u>provided</u>, <u>however</u>, that
Registrable Securities shall not include any Shares (i) the sale of which has
been registered pursuant to the Securities Act and which shares have been sold
pursuant to such registration or (ii) which have been sold pursuant to Rule 144
or Rule 144A of the SEC under the Securities Act.</p>
<p style="text-indent: 40">&quot;<b>Registration Statement</b>&quot; shall mean a registration
statement of the Company under the Securities Act, as amended.</p>
<p style="text-indent: 40">&quot;<b>Regulatory Authority</b>&quot; shall mean the SEC, the Bermuda
Monetary Authority and any other regulatory or administrative Governmental
Authority having competent jurisdiction over one or more of the Contemplated
Transactions.</p>
<p style="text-indent: 40">&quot;<b>Rule 144</b>&quot; shall mean Rule 144 promulgated by the SEC
pursuant to the Securities Act, as such rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC having
substantially the same purpose and effect as such rule.</p>
<p style="text-indent: 40">&quot;<b>Rule 144(k)</b>&quot; shall mean Rule 144(k) promulgated by
the SEC pursuant to the Securities Act, as such rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC having
substantially the same purpose and effect as such rule.</p>
<p style="text-indent: 40">&quot;<b>Rule 144A</b>&quot; shall mean Rule 144A promulgated by the
SEC pursuant to the Securities Act, as such rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC having
substantially the same purpose and effect as such rule.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">&quot;<b>Rule 415</b>&quot; shall mean Rule 415 promulgated by the SEC
pursuant to the Securities Act, as such rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC having
substantially the same purpose and effect as such rule.</p>
<p style="text-indent: 40">&quot;<b>Rule 424</b>&quot; shall mean Rule 424 promulgated by the SEC
pursuant to the Securities Act, as such rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC having
substantially the same purpose and effect as such rule.</p>
<p style="text-indent: 40">&quot;<b>Satisfactory Contract Terms</b>&quot; shall have the meaning
set forth in Section 3.1.</p>
<p style="text-indent: 40">&quot;<b>SEC</b>&quot; shall mean the Securities and Exchange
Commission.</p>
<p style="text-indent: 40">&quot;<b>Securities Act</b>&quot; shall mean the Securities Act of
1933, as amended, and the rules, regulations, and forms promulgated thereunder.</p>
<p style="text-indent: 40">&quot;<b>Securities Market</b>&quot; shall have the meaning as set
forth in Section 6.5.</p>
<p style="text-indent: 40">&quot;<b>Share</b>&quot; or &quot;<b>Shares</b>&quot; shall mean the shares of
the Company, including without limitation the Common Stock, now or in the future
Owned beneficially by a Shareholder, and all securities of the Company that may
be issued in exchange for or in respect of such shares or securities (including,
without limitation, all securities issued or resulting from any dividend, stock
split, subdivision, consolidation, recapitalization, or amalgamation effected by
the Company).</p>
<p style="text-indent: 40">&quot;<b>Shareholder</b>&quot; and &quot;<b>Shareholders</b>&quot; shall mean
each, and collectively all, respectively, of (a) the parties to this
Shareholders' Agreement (other than the Company) and (b) the successors of the
parties to this Shareholders' Agreement (other than the Company).</p>
<p style="text-indent: 40">&quot;<b>Shareholders' Agreement</b>&quot; shall have the meaning
assigned to such term in the Preamble to this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>Shareholders Joinder</b>&quot; shall have the meaning assigned
to such term in Section 9.8(a) of this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>SOF</b>&quot; shall have the meaning assigned to such term in
the Preamble to this Shareholders' Agreement.</p>
<p style="text-indent: 40">&quot;<b>SOF Permitted Assignees</b>&quot; shall mean any assignee of
SOF as permitted pursuant to Section 9.7 hereof.</p>
<p style="text-indent: 40">&quot;<b>SOF's Assignment Right</b>&quot; shall have the meaning
assigned to such term in Section 9.7.</p>
<p style="text-indent: 40">&quot;<b>Stock Purchase Agreement</b>&quot; shall mean that certain
Stock Purchase Agreement by and between PEWC, as purchaser, and SOF, as seller,
dated on or about the date hereof.</p>
<p style="text-indent: 40">&quot;<b>Subsidiary</b>&quot;<b> </b>shall mean any
corporation, association, trust, limited liability company or other business
entity of which the designated Person shall at any time own or control, directly
or indirectly, through a Subsidiary or Subsidiaries at least a majority (by
number of votes) of the outstanding shares of capital stock (or other beneficial
interests) which are (a) entitled ordinarily, </p>
            <hr>
<p Style='page-break-before:always'>
<p>in the absence of contingencies, to vote for the election of a majority of
such business entity's directors (or Persons exercising similar functions), even
if the right to vote may have been suspended by the happening of such a
contingency, or (b) entitled at the time to vote for the election of a majority
of such business entity's directors (or persons exercising similar functions),
whether or not the right so to vote exists by reason of the happening of a
contingency.</p>
<p style="text-indent: 40">&quot;<b>Tag Along Right</b>&quot; shall have the meaning assigned to
such term in Section 5.1.</p>
<p style="text-indent: 40">&quot;<b>Tag Along Shares</b>&quot; shall mean, for a Shareholder, the
number of Shares equal to the product of (i) the number of Shares Owned by such
Shareholder multiplied by (ii) a fraction, the numerator of which is the number
of Shares the Transferring Shareholder(s) propose(s) to sell or otherwise
dispose of to the Tag Along Transferee, and the denominator of which is the
total number of issued and outstanding Shares Owned by the Transferring
Shareholder(s) prior to the proposed Transfer of Tag Along Shares of the
Company.</p>
<p style="text-indent: 40">&quot;<b>Tag Along Transferee</b>&quot; shall mean a party or parties
that is not a Subsidiary of PEWC.</p>
<p style="text-indent: 40">&quot;<b>Tag Along Notice</b>&quot; shall mean a Notification which
shall describe fully: (i) the terms, including the price, of the proposed
Transfer; (ii) the number of Shares held by PEWC to be disposed of; (iii) the
number representing the Tag Along Shares should SOF elect to exercise the Tag
Along Rights; (iv) the name and address of the Tag Along Transferee; and (v) the
proposed closing date of the Transfer.</p>
<p style="text-indent: 40">&quot;<b>Trading Day</b>&quot; shall mean days on which Securities
Markets are open for trading in New York, New York.</p>
<p style="text-indent: 40">&quot;<b>Transfer</b>&quot; shall mean any issuance, sale or transfer,
whether or not outright or as security, inter vivos or testamentary, with or
without consideration, voluntary or involuntary, of all or any part of any
right, title or interest (including but not limited to voting rights) in or to
any Shares. A voluntary pledge of Shares as collateral shall not constitute a
Transfer when such Shares are pledged, but any subsequent transfer in connection
with such pledge shall constitute a Transfer.</p>
<p style="text-indent: 40">&quot;<b>US Securities Market</b>&quot; shall have the meaning as set
forth in Section 6.5.</p>
<p style="text-indent: 40">&quot;<b>Underwritten Offering</b>&quot; shall mean an offering in
which Shares are offered and sold on a firm commitment basis through one or more
underwriters, all pursuant to an underwriting agreement between the Company and
SOF and such underwriter(s).</p>
<p style="text-indent: 40">&quot;<b>United States Shareholder</b>&quot; shall have the meaning as
set forth in Section 4.1(a).</p>
<p style="text-indent: 40">&nbsp;</p>
<b>
            <hr>
<p Style='page-break-before:always' ALIGN="CENTER">SCHEDULE 9.7</p>
<p ALIGN="CENTER">PROHIBITED TRANSFEREES</p>
<p style="text-indent: 40">Sino-JP Fund Co., Ltd. (Cayman Island)</p>
<p style="text-indent: 40">Asset Managers Co., Ltd. (Japan)</p>
<p style="text-indent: 40">Wellen Sham</p>
<p style="text-indent: 40">Ryoji Furukawa</p>
<p style="text-indent: 40">Eric Yip</p>
<p style="text-indent: 40">Andrew Wang</p>
<p style="text-indent: 40">Hu Hung Chiu</p>
<p style="text-indent: 40">Tung Yu Jeh</p>
<p style="text-indent: 40">Tung Ching Yun</p>
<p style="text-indent: 40">Sun Tao Tsun</p>
<p style="text-indent: 40">Huang Ching Ling</p>
<p style="text-indent: 40">Miao Jwu Yi</p>
<p style="text-indent: 40">Ma Kam Fook, Robert</p>
<p style="text-indent: 40">Lui Pui Wing, Amy</p>
<p style="text-indent: 40">Hu Sun Mar Li</p>
<p style="text-indent: 40">Chung Che Ling, Ben</p>
<p style="text-indent: 40">Yip Chi Hung, William</p>
<p style="text-indent: 40">Tam Pui Na, Rafia</p>
<p style="text-indent: 40">Wong Kun To, Philip</p>
<p style="text-indent: 40">Cheng Kwan Hung, Anthony</p>
<p style="text-indent: 40">Cheng Shu Wing</p>
<p style="text-indent: 40">Pang Hong</p>
<p style="text-indent: 40">Gold Global Limited (BVI)</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">PCL Nominees Limited (Hong Kong)</p>
<p style="text-indent: 40">Greateam Limited (Hong Kong)</p>
<p style="text-indent: 40">Harmutty Limited (BVI)</p>
<p style="text-indent: 40">Haddowe Limited (BVI)</p>
<p style="text-indent: 40">Casparson Properties Limited (BVI)</p>
<p style="text-indent: 40">Afterville Limited (BVI)</p>
<p style="text-indent: 40">Nee Soon Limited (BVI)</p>
<p style="text-indent: 40">Showground Limited (BVI)</p>
<p style="text-indent: 40">Berridale Developments Limited (BVI)</p>
<p style="text-indent: 40">Jutech Investments Limited (BVI)</p>
<p style="text-indent: 40">All Dragon International Limited (BVI)</p>
<p style="text-indent: 40">Blinco Enterprises Limited (BVI)</p>
<p style="text-indent: 40">Patagonia Limited (BVI)</p>
<p style="text-indent: 40">Texan Management Limited (BVI)</p>
<p style="text-indent: 40">Clipper Investment Limited (Hong Kong)</p>
<p style="text-indent: 40">Pacific Capital (Asia) Limited (Hong Kong)</p>
<p style="text-indent: 40">PCL Holdings Limited (Hong Kong)</p>
<p style="text-indent: 40">Laidlaw Pacific Financial Service (Holdings) Limited (Hong
Kong)</p>
<p style="text-indent: 40">Super Wish Limited (BVI)</p>
<p style="text-indent: 40">Mosel Vitelic Corp. (Taiwan)</p>
<p style="text-indent: 40">Vision2000 Venture Ltd. (Cayman)</p>
<p style="text-indent: 40">Giant Haven Investment Ltd. (BVI)</p>
<p style="text-indent: 40">Integrated Memory Technologies Inc.</p>
<p style="text-indent: 40">PacMos Technologies Holdings Limited (Bermuda)</p>
<p style="text-indent: 40">Soft Device Inc.</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">ChipMos Technologies (Bermuda) Ltd.</p>
<p style="text-indent: 40">Third Dimension Semiconductor, Inc.</p>
<p style="text-indent: 40">Fortune Wave Profits Ltd.</p>
<p style="text-indent: 40">Great Wall Semiconductor Corporation</p>
<p style="text-indent: 40">ThaiLin Semiconductor Corp.</p>
<p style="text-indent: 40">ChipMos Technologies (Shanghai) Ltd.</p>
<p style="text-indent: 40">Top Selection Company Limited (BVI)</p>
<p style="text-indent: 40">Pillion Investments Limited (BVI)</p>
<p style="text-indent: 40">Dunsmore Services Inc. (Samoa)</p>
<p style="text-indent: 40">Goldkey Development Limited (Samoa)</p>
<p style="text-indent: 40">Bridle Path Consultants Inc. (BVI)</p>
<p style="text-indent: 40">Lau Lai Yee, Zoe</p>
<p style="text-indent: 40">Siu Yue Lane, Pauline</p>
<p style="text-indent: 40">Tung Hsiu Hsin</p>
<p style="text-indent: 40">Yvette Marie Rogers Walker</p>
<p style="text-indent: 40">Robin Miles Willi</p>
<p style="text-indent: 40">&nbsp;</p>
            <hr>
<p Style='page-break-before:always'>
<p ALIGN="RIGHT">Exhibit A<br>
Form of Joinder</p>
<p ALIGN="CENTER">SHAREHOLDERS' AGREEMENT JOINDER</p>
</b>
<p style="text-indent: 40">This Shareholders' Agreement Joinder (this &quot;<u>Joinder</u>&quot;)
is made as of _____________, by and among <b>ASIA PACIFIC WIRE &amp; CABLE
CORPORATION LIMITED</b>, a Bermuda company (the &quot;<u>Company</u>&quot;), <b>PACIFIC
ELECTRIC WIRE &amp; CABLE CO., LTD.</b>, a Taiwan, ROC company (&quot;<u>PEWC</u>&quot; and
together with the Company, the &quot;<u>Current Parties</u>&quot;) and __________, a
__________ company (&quot;<u>Transferee</u>&quot;). Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the Shareholders'
Agreement (as defined below).</p>
<b>
<p ALIGN="CENTER">RECITALS</p>
</b>
<p style="text-indent: 40">WHEREAS, the Current Parties are parties to that certain
Amended and Restated Shareholders' Agreement (as modified from time to time, the
&quot;<u>Shareholders' Agreement</u>&quot;), dated as of ____________, 2009; and</p>
<p style="text-indent: 40">WHEREAS, as of the date hereof, Transferee is acquiring
__________ Shares of Common Stock (the &quot;<u>Transferred Shares</u>&quot;) from SOF
Investments, L.P., a Delaware limited partnership or a transferee of SOF (&quot;<u>SOF</u>&quot;
and such transfer, the &quot;<u>Transfer</u>&quot;) and in connection therewith,
Transferee wishes to enter into this Joinder in order to become a party to the
Shareholders' Agreement and assume certain of the rights, and become bound by
the obligations, of SOF (or its transferee) thereunder with respect to the
Transferred Shares.</p>
<p style="text-indent: 40">NOW, THEREFORE, the parties hereto agree as follows:</p>
<p style="text-indent: 40">1. Transferee hereby accedes to and expressly agrees to be
bound by the terms of the Shareholders' Agreement to the same extent as SOF with
respect to the Transferred Shares.</p>
<p style="text-indent: 40">2. Each of the Company and PEWC acknowledge that this Joinder
is effective to make the Transferee a party to the Shareholders' Agreement and
that the Transferee shall be entitled to the benefits of all of the terms and
conditions of the Shareholders' Agreement to the same extent as SOF with respect
to the Transferred Shares.</p>
<p style="text-indent: 40">3. This Joinder may be executed by facsimile signature and in
one or more counterparts, each of which shall be deemed to be an original copy
of this Joinder and all of which, when taken together, shall be deemed to
constitute one and the same agreement.</p>
<p style="text-indent: 40">4. All notices, consents, waivers and other communication to
Transferee in accordance with Section 9.2 of the Shareholders' Agreement shall
be addressed as follows:</p>
<p ALIGN="JUSTIFY">[Name]<br>
[Address]<br>
[Attention]<br>
[Fax]</p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">5. This Joinder shall be governed by, enforced under, and
construed in accordance with the Laws of the State of New York without regard to
conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law).</p>
<p ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]<br>
[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]</p>
<p ALIGN="JUSTIFY"></p>
            <hr>
<p Style='page-break-before:always'>
<p style="text-indent: 40">IN WITNESS WHEREOF, the parties have caused this Joinder to
be executed, delivered, and effective as of the date first written above.</p>
<b>
<p ALIGN="LEFT">ASIA PACIFIC WIRE &amp; CABLE CORPORATION LIMITED</p>
</b>
<p ALIGN="left">By: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>&nbsp; Name: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u> <br>
&nbsp;
Title: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></p>
<b>
<p ALIGN="LEFT">PACIFIC ELECTRIC WIRE &amp; CABLE CO, LTD.</p>
</b>
<p ALIGN="left">By: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>&nbsp; Name: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u> <br>
&nbsp;
Title: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></p>
<b>
<p ALIGN="LEFT">[TRANSFEREE]</p>
</b>
<p ALIGN="left">By: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>&nbsp; Name: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u> <br>
&nbsp;
Title: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></p>

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