-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MltznBmg+5VsKZClrcueTb/3zawzqJLsI6+ztfnkVW/dTXBkq2QpLi1P0fMG5/3N TDKlCNVwyfn/nrVLpJ/9lQ== 0000950136-07-004803.txt : 20070709 0000950136-07-004803.hdr.sgml : 20070709 20070709171317 ACCESSION NUMBER: 0000950136-07-004803 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070709 DATE AS OF CHANGE: 20070709 GROUP MEMBERS: EXPERT TIME HOLDINGS LIMITED GROUP MEMBERS: SINO-JP ASSETS MANAGEMENT CO., LTD. GROUP MEMBERS: WELLEN SHAM 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: 07970116 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: Sino JP Fund Co Ltd CENTRAL INDEX KEY: 0001304237 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: M&C CORPORATE SERVICES LTD. STREET 2: P.O. BOX 309GT, SOUTH CHURCH ST. CITY: GEORGE TOWN STATE: E9 ZIP: BWI BUSINESS PHONE: (212) 626-4289 MAIL ADDRESS: STREET 1: THE IMPERIAL HOTEL TOWER, 17F STREET 2: 1-1-1 UCHI-SAIWAICHO, CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0011 SC 13D/A 1 file1.htm SC 13D/A



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D
                                 (RULE 13d-102)
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 3)


                  Asia Pacific Wire & Cable Corporation Limited
                  ---------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                     --------------------------------------
                         (Title of Class of Securities)

                                    G0535E106
                                    ---------
                                 (CUSIP Number)

                             Jeffrey W. Rubin, Esq.
                               Hogan & Hartson LLP
                                875 Third Avenue
                               New York, NY 10022
                                  (212)918-3000
- --------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)


                                  June 28, 2007
- -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* 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
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).










CUSIP No.G0535E106
- --------------------------------------------------------------------------------

        1.        Names of Reporting Persons

                  Sino-JP Fund Co., Ltd.

                  I.R.S. Identification Nos. of above persons (entities only)
                  Not applicable - foreign entity
- --------------------------------------------------------------------------------

        2.        Check the Appropriate Box if a Member of a Group
                  (See Instructions)

                              (a)[X]
                              (b)[ ]
- --------------------------------------------------------------------------------

        3.        SEC Use Only
- --------------------------------------------------------------------------------

        4.        Source of Funds (See Instructions)  Not applicable
- --------------------------------------------------------------------------------

        5.        Check if Disclosure of Legal Proceedings Is Required
                  Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------

        6.        Citizenship or Place of Organization

                  Cayman Islands
- --------------------------------------------------------------------------------

Number of         7.       Sole Voting Power
Shares Bene-
ficially by       0
Owned by Each   ----------------------------------------------------------------
Reporting
Person With       8.       Shared Voting Power

                  0
                ----------------------------------------------------------------

                  9.       Sole Dispositive Power

                  0
                ----------------------------------------------------------------

                  10.      Shared Dispositive Power

                  0
- --------------------------------------------------------------------------------

        11.       Aggregate Amount Beneficially Owned by Each Reporting Person

                  0
- --------------------------------------------------------------------------------
        12.       Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions) [ ]

- --------------------------------------------------------------------------------
        13.       Percent of Class Represented by Amount in Row (11)

                  0%
- --------------------------------------------------------------------------------
        14.       Type of Reporting Person (See Instructions)
                  IC,CO

                                       2








CUSIP No.G0535E106
- --------------------------------------------------------------------------------

        1.        Names of Reporting Persons.

                  Sino-JP Assets Management Co., Ltd.

                  I.R.S. Identification Nos. of above persons (entities
                  only). Not applicable - foreign entity
- --------------------------------------------------------------------------------

        2.        Check the Appropriate Box if a Member of a Group
                  (See Instructions)

                              (a) [X]
                              (b) [ ]
- --------------------------------------------------------------------------------

        3.        SEC Use Only
- --------------------------------------------------------------------------------

        4.        Source of Funds (See Instructions)
- --------------------------------------------------------------------------------
        5.        Check if Disclosure of Legal Proceedings Is Required
                  Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
        6.        Citizenship or Place of Organization

                  Cayman Islands
- --------------------------------------------------------------------------------

Number of         7.       Sole Voting Power
Shares Bene-
ficially by       0
Owned by Each    ---------------------------------------------------------------
Reporting         8.       Shared Voting Power
Person With
                  0
                ----------------------------------------------------------------
                  9.       Sole Dispositive Power

                  0
                ----------------------------------------------------------------
                  10.      Shared Dispositive Power

                  0
- --------------------------------------------------------------------------------
      11.         Aggregate Amount Beneficially Owned by Each Reporting Person

                  0
- --------------------------------------------------------------------------------

      12.         Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions) [ ]

- --------------------------------------------------------------------------------
      13.         Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
      14.         Type of Reporting Person (See Instructions)
                  IC,CO












CUSIP No. G0535E106
- --------------------------------------------------------------------------------

        1.        Names of Reporting Persons.

                  Expert Time Holdings Limited

                  I.R.S. Identification Nos. of above persons (entities
                  only). Not applicable - foreign entity
- --------------------------------------------------------------------------------

        2.        Check the Appropriate Box if a Member of a Group
                  (See Instructions)

                              (a) [X]
                              (b) [ ]
- --------------------------------------------------------------------------------

        3.        SEC Use Only
- --------------------------------------------------------------------------------
        4.        Source of Funds (See Instructions)
- --------------------------------------------------------------------------------
        5.        Check if Disclosure of Legal Proceedings Is Required
                  Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
        6.        Citizenship or Place of Organization

                  British Virgin Islands
- --------------------------------------------------------------------------------

Number of         7.       Sole Voting Power
Shares Bene-
ficially by       0
Owned by Each   ----------------------------------------------------------------
Reporting
Person With       8.       Shared Voting Power

                  0
                ----------------------------------------------------------------
                  9.       Sole Dispositive Power

                  0
- --------------------------------------------------------------------------------
                  10.      Shared Dispositive Power

                  0
- --------------------------------------------------------------------------------
        11.       Aggregate Amount Beneficially Owned by Each Reporting Person

                  0
- --------------------------------------------------------------------------------
        12.       Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
        13.       Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
        14.       Type of Reporting Person (See Instructions)
                  IC,CO
















CUSIP No. G0535E106
- --------------------------------------------------------------------------------

        1.        Names of Reporting Persons.

                  Wellen Sham

                  I.R.S. Identification Nos. of above persons (entities
                  only). Not applicable
- --------------------------------------------------------------------------------

        2.        Check the Appropriate Box if a Member of a Group
                  (See Instructions)

                              (a) [X]
                              (b) [ ]
- --------------------------------------------------------------------------------

        3.        SEC Use Only
- --------------------------------------------------------------------------------
        4.        Source of Funds (See Instructions)

        5.        Check if Disclosure of Legal Proceedings Is Required
                  Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
        6.        Citizenship or Place of Organization

                  United States
- --------------------------------------------------------------------------------

Number of         7.       Sole Voting Power
Shares Bene-
ficially by       0
Owned by Each   ----------------------------------------------------------------
Reporting
Person With       8.       Shared Voting Power

                  0
                ----------------------------------------------------------------
                  9.       Sole Dispositive Power

                  0
                ----------------------------------------------------------------
                  10.      Shared Dispositive Power

                  0
- --------------------------------------------------------------------------------
        11.       Aggregate Amount Beneficially Owned by Each Reporting Person

                  0
- --------------------------------------------------------------------------------
        12.       Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
        13.       Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
        14.       Type of Reporting Person (See Instructions)
                  IN











                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A
                                (Amendment No. 3)


        PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934



                                  IN RESPECT OF

                  ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED


                       ----------------------------------


                                EXPLANATORY NOTE


This Statement relates to the common stock, par value $0.01 per share (the
"Common Stock") of Asia Pacific Wire & Cable Corporation Limited, a Bermuda
corporation (the "Company").This Statement amends, in accordance with Rule
13d-2, the Schedule 13D and amendments thereto previously filed by and on behalf
of the Reporting Persons, as follows:

Item 4.  Purpose of Transaction.

On June 28, 2007, Sino-JP Fund Co., Ltd. sold 2,766,154 shares of Common Stock,
representing its entire interest in the Company, to SOF Investments, L.P. The
Purchase price paid was $11,756,154.50, or $4.25 per share. As a result of such
sale, the Reporting Persons do not have any beneficial interest in Common Stock
of the Company.

Item 5. Interest in Securities of the Issuer

(a) The aggregate number and percentage of the outstanding shares of the Company
beneficially owned by the Reporting Persons is as follows:

None

(b) The number of shares as to which there is sole or shared power to vote or
direct the vote, or to dispose or direct the disposition of the Shares
beneficially owned by each Reporting Person is as follows:

None

(c) Transactions in the class of securities reported on that were effected
during the past sixty days or since the most recent filing on Schedule 13D,
whichever is less, by the Reporting Persons are as follows:

None, except for the transaction reported in response to Item 4 above.

(d) Inapplicable

(e) The date on which the Reporting Persons ceased to be the beneficial owners
of more than five percent of the class of securities is as follows:


                                       3




June 28, 2007

Item 7 Material to be Filed as Exhibits.

Exhibit A Stock Purchase Agreement, dated June 28, 2007.


Exhibit B  Joint Filing Agreement, dated July 9, 2007.


                                       4






Signature


     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  July 9, 2007
       ----------------------------


                                  SINO-JP FUND CO., LTD.

                                  By:  /s/ Wellen Sham
                                      -----------------------------------
                                     Wellen Sham, Chairman
r


                                  SINO-JP ASSETS MANAGEMENT CO.

                                  By:  /s/ Wellen Sham
                                      -----------------------------------
                                     Wellen Sham, Director

                                  EXPERT TIME HOLDINGS LIMITED

                                  By:  /s/ Wellen Sham
                                      -----------------------------------
                                      Wellen Sham, Director

                                 /s/ Wellen Sham
                                 Wellen Sham
- ---------------------------------

                                       5

EX-99.(A) 2 file2.htm STOCK PURCHASE AGREEMENT





EXHIBIT A

                            STOCK PURCHASE AGREEMENT
                            ------------------------

     THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of June 28,
2007, is by and among SINO-JP FUND CO., LTD., a company incorporated under the
laws of the Cayman Islands ("Seller") whose registered office is located at P.O.
Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman
Islands, SOF INVESTMENTS, L.P., a Delaware limited partnership ("Purchaser")
with offices located at 645 Fifth Ave., 21st Floor, New York, NY 10022 and MSD
Capital, L.P., a Delaware limited partnership ("Guarantor") with offices located
at 645 Fifth Ave., 21st Floor, New York, NY 10022.

     WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to
sell to Purchaser, 2,766,154 shares of the issued and outstanding common stock
of Asia Pacific Wire & Cable Corporation Limited, a company incorporated under
the laws of Bermuda ("APWC"), upon the terms and subject to the conditions set
forth herein; and

     WHEREAS, Seller requires the guaranty of Guarantor as inducement to enter
into, and perform its obligations under, this Agreement;

     NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants and agreements set forth herein, the parties hereto agree
as follows:

                                   Article I.
                               Certain Definitions
                               -------------------

     As used in this Agreement the following terms shall have the following
respective meanings:

     Section 1.01 "BALANCE DUE" shall mean USD$11,741,154.50, representing the
Purchase Price of USD$11,756,154.50 less the USD$15,000 previously paid by
Purchaser on behalf of Seller to one of Seller's advisors.

     Section 1.02 "EFFECTIVE TIME" shall mean the consummation of Seller's sale,
and Purchaser's purchase, of the Subject Shares, in accordance with Section
2.02.

     Section 1.03 "PURCHASE PRICE" shall mean $4.25 per Share in United States
dollars, representing an aggregate purchase price of $11,756,154.50.

     Section 1.04 "SHARES" shall mean shares of the issued and outstanding
shares of common stock of APWC, par value $0.01 per share.

     Section 1.05 "SHARE TRANSFER DOCUMENTS" shall mean (i) original share
certificate No. AP10, representing 2,766,154 shares of APWC registered in the
name of Seller together with a stock power relating to such certificate duly
executed by Seller, (ii) original share certificate No. AP 2056, representing
10,074,102 shares of APWC registered in the name of Seller, (iii) a stock power
(the "Stock Power") relating to original share certificate No. AP 2056 signed by
Seller and transferring Seller's interest in 2,766,154 Shares of APWC to
Purchaser, on which is affixed with

                                       6




a "Z" level medallion signature guarantee by JPMorgan Chase & Co. or an
affiliate thereof; and (iv) a Secretary's Certificate duly executed on behalf of
Seller, certifying to resolutions adopted by the Board of Directors of Seller
authorizing Mr. Wellen Sham to execute and deliver the Stock Power and to take
certain other actions on behalf of Seller.

     Section 1.06 "SUBJECT SHARES" shall mean 2,766,154 Shares of APWC to be
sold by Seller to Purchaser pursuant hereto.

                                  Article II.
                                Purchase and Sale
                                -----------------

     Section 2.01 Purchase and Sale. On the basis of the representations,
warranties, covenants and agreements set forth herein, at the Effective Time,
Seller will sell and transfer the Subject Shares to Purchaser and Purchaser will
purchase the Subject Shares from Seller, free and clear of any liens, claims,
charges, security interest or other legal or equitable encumbrances, limitations
or restrictions (collectively, "Liens").

     Section 2.02 Closing. The closing shall take at the offices of Purchaser at
645 Fifth Avenue, 21st Floor, New York, NY 10022 at 9:00 am local time on the
date of this Agreement. On the basis of the representations, warranties,
covenants and agreements set forth herein, upon execution and delivery of this
Agreement, Purchaser shall instruct Goldman Sachs & Co. or an affiliate thereof
("GS") to effect a wire transfer of immediately available funds in U.S. Dollars
in an amount equal to the Balance Due to such account as may be designated by
Seller in writing (including e-mail). Upon receipt by Purchaser and Seller of an
e-mail confirmation from GS that it has sent such wire transfer (the
"Confirmation"), the Share Transfer Documents shall be deemed to be released to
Purchaser and the Effective Time shall be deemed to have occurred. For the
avoidance of doubt, the release of the Share Transfer Documents shall in no way
affect, impair or relieve Purchaser of its obligation to pay the Balance Due to
Seller and Seller shall be deemed paid hereunder only upon delivery of the
Balance Due to the account designated by Seller pursuant hereto. Notwithstanding
anything contained herein to the contrary, if the Confirmation is not received
by Purchaser and Seller by 5:00 PM (EST) on the date hereof, this Agreement
shall be deemed void ab initio, the Effective Time shall not have been deemed to
occur and no party hereunder shall have any liability to any other party
hereunder for any reason or under any legal theory.

                                  Article III.

                                    Guarantee
                                    ---------

     Section 3.01 Guarantor, for value received, does hereby irrevocably, fully
and unconditionally guarantee to Seller the due and punctual payment of the
Balance Due by Purchaser. Guarantor further agrees that the payment of the
Balance Due to Seller pursuant to this guarantee will be made without
withholding or deduction for, or on account of, any taxes, duties, levies, costs
or other charges of any nature whatsoever, and the obligations of Guarantor
hereunder shall not be affected or impaired by any actions or failures to act on
the part of Purchaser, or by the insolvency or any other disability affecting
Purchaser. The foregoing guarantee shall be deemed to be a guarantee of payment
and not of collectibility, and Seller shall not be obligated to provide any

                                       7



notice to, or to assert any claims against, Purchaser as a condition to the
assertion of claims against Guarantor pursuant to this Guarantee.

                                  Article IV.

                    Representations and Warranties of Seller
                    ----------------------------------------

     Section 4.01 Seller hereby represents and warrants to Purchaser as follows:

     (a) Seller is a company duly incorporated, validly existing and in good
standing under the laws of the Cayman Islands and has all requisite corporate
power and authority to own the Subject Shares.

     (b) Seller has full corporate power to execute and deliver this Agreement
and to perform its obligations hereunder and to consummate the transactions
contemplated hereby.

     (c) The execution and delivery of this Agreement, the performance of
Seller's obligations hereunder and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate proceedings on the part of Seller.

     (d) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not conflict or
violate any provision of Seller's charter or by-laws or similar organizational
instrument and do not and will not conflict with or constitute a breach of any
term, default or permit acceleration of maturity under any instrument, agreement
or document to which Seller is a party or by which it is bound, or require any
notice or consent under any law, or regulation, judgment or order of any court
applicable to Seller.

     (e) This Agreement has been duly executed and delivered by Seller, and,
assuming the due execution hereof by Purchaser, this Agreement constitutes the
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms.

     (f) Seller is the lawful beneficial owner of the Subject Shares and has
complete and unrestricted right to sell, transfer, assign and convey the Subject
Shares to Purchaser. Upon consummation of the transaction as contemplated by
this Agreement, Seller will deliver to Purchaser good title to the Subject
Shares free and clear of any Liens created by Seller. Assuming Purchaser has the
requisite power and authority to be the lawful owner of such Subject Shares,
upon delivery to Purchaser at the Effective Time of certificates representing
such Subject Shares, Purchaser will acquire all of Seller's right, title and
interest in and to the Subject Shares and will receive good and valid title to
the Subject Shares, free and clear of any and all Liens created by Seller, it
being understood that following the registration of the Subject Shares on the
books and records of Computershare, the registrar and transfer agent of APWC, it
will be necessary for the registration of the Subject Shares to be reflected in
the share register of APWC maintained by Reid Management Limited, the company
secretary of APWC in Bermuda. Notwithstanding the foregoing, Seller makes no
representations or warranties whatsoever with respect to the authenticity or
validity of Share Certificate No. AP 10 of APWC.

                                       8



                                   Article V.
            Representations and Warranties of Purchaser and Guarantor
            ---------------------------------------------------------

     Section 5.01 Each of Purchaser and Guarantor hereby jointly represents and
warrants to Seller as follows:

     (a) Such entity is a limited partnership that is duly organized, validly
existing and in good standing under the laws of the state of Delaware. Such
entity has full power to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.

     (b) The execution and delivery of this Agreement, the performance of such
entity's obligations hereunder and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
proceedings on its part.

     (c) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not conflict or
violate any provision of such entity's organizational documents and do not and
will not conflict with or constitute a breach of any term, default or permit
acceleration of maturity under any instrument, agreement or document to which
such entity is a party or by which it is bound, or require any notice or consent
under any law, or regulation, judgment or order of any court applicable to such
entity.

     (d) This Agreement has been duly executed and delivered by such entity,
and, assuming the due execution hereof by Seller, this Agreement constitutes
such entity's legal, valid and binding obligation.

     Section 5.02 Purchaser and Guarantor hereby jointly represent and warrant
to Seller that (i) Purchaser is purchasing the Subject Shares for investment and
not with a view to any public resale or other distribution thereof, except in
compliance with applicable securities laws; (ii) Purchaser's financial condition
and investments are such that it is in a position to bear the economic risks of
the investment and withstand the complete loss of the investment; (iii)
Purchaser has extensive knowledge and experience in financial and business
matters and has the capability to evaluate the merits and risks of an investment
in the Subject Shares.

                                  Article VI.
                Covenants and Agreements of Seller and Purchaser
                ------------------------------------------------

     Section 6.01 Further Assurances. Seller and Purchaser agree that, from time
to time, whether at or after the Effective Time, each of them will execute and
deliver such further instruments of conveyance and transfer and take such other
action as may be reasonably required to carry out the purposes and intents of
this Agreement.

                                  Article VII.
                                  Miscellaneous
                                  -------------

     Section 7.01 Notices. All notices, requests, demands and other
communications made under or by reason of this Agreement shall be in writing and
shall be given by hand delivery, certified or registered mail, return receipt
requested, facsimile or next day courier to the affected

                                       9



party at the address set forth below. Such notices shall be deemed given (a) at
the time personally delivered, if delivered by hand with receipt acknowledged;
(b) at the time received, if sent by certified or registered mail; (c) upon
issuance by the transmitting machine of a confirmation slip that the number of
pages constituting the notice has been transmitted without error, if sent by
facsimile; and (d) the first day after timely delivery to the courier, if sent
by next day courier specifying next day delivery (or, in the case of
international delivery, if sent by the most expedited delivery by means of a
commercial courier service such as FedEx):

                  if to Purchaser or Guarantor, to:

                  Marc R. Lisker
                  c/o MSD Capital, L.P.
                  645 Fifth Avenue, 21st Floor
                  New York, New York, 10022
                  Tel.:  (212) 303-1650
                  Fax:  (212) 303-1620


                  if to Seller, to:

                  Sino-JP Fund Co., Ltd.
                  c/o Sino-JP Asset Management Co. Ltd.
                  Attention: Mr. Wellen Sham
                  Room 1108-1109, Bank of America Tower
                  12 Harcourt Road, Central, Hong Kong
                  Tel.:  +852 2521 8222
                  Fax:  +852 2521 9100

                  with a copy (which shall not constitute notice) to:

                  Wanda Tong, Esq.
                  Simmons & Simmons
                  35th Floor Cheung Kong Center
                  2 Queen's Road Central
                  Hong Kong
                  Tel.:  +852 2583 8380
                  Fax:  +852 2810 5040


     Section 7.02 Governing Law; Jurisdiction. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York. Each of
the parties hereto hereby irrevocably and unconditionally consents to submit to
the exclusive jurisdiction of the courts of the State of New York and of the
United States of America, in each case located in the County of New York, for
any claim, action, suit, investigation or proceeding ("Litigation") arising out
of or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any Litigation relating hereto except in such courts),
and further agrees that service of any process, summons, notice or document by
U.S. registered mail or internationally recognized courier to its

                                       10



respective address set forth in this Agreement shall be effective service of
process for any Litigation brought against it in any such court. Each of the
parties hereto hereby irrevocably and unconditionally waives any objection to
the laying of venue of any Litigation arising out of this Agreement or the
transactions contemplated hereby in the courts of the State of New York or the
United States of America, in each case located in the County of New York, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such Litigation brought in any such court has
been brought in an inconvenient forum. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT
THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT.

     Section 7.03 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party hereto (whether by
operation of Law or otherwise) without the prior written consent of the other
party.

     Section 7.04 No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto. Nothing herein express or implied shall give or
be construed to give any person or entity, other than the parties hereto, any
legal or equitable rights hereunder. All references herein to any agreements,
arrangements or understandings with third parties, the existence or
non-existence of third party rights, or similar matters or statements, are not
intended to give rise to any claim or benefit to any third party.

     Section 7.05 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

     Section 7.06 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

     Section 7.07 Headings; Definitions. The section and article headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references
to Sections or Articles contained herein mean Sections or Articles of this
Agreement unless otherwise stated. All capitalized terms defined herein are
equally applicable to both the singular and plural forms of such terms.

     Section 7.08 Amendments and Waivers. This Agreement may not be modified or
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought. Either
party hereto may, only by

                                       11



an instrument in writing, waive compliance by the other party hereto with any
term or provision of this Agreement on the part of such party hereto to be
performed or complied with. The waiver by any party hereto of a breach of any
term or provision of this Agreement shall not be construed as a waiver of any
subsequent breach.

     Section 7.09 Entire Agreement. This Agreement represents the entire
agreement between the parties with respect to the subject matter hereof and
shall not be modified or affected by any offer, proposal, statement or
representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof. Should any term, provision or clause hereof, or
of any other agreement or document which is required by this Agreement, be held
to be invalid, such invalidity shall not affect any other provisions or clauses
hereof or thereof which can be given effect without such invalid provision, all
of which shall remain in full force and effect.

                                     ******













                                       12






     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties as of the day first above written.

                                     SINO-JP FUND CO., LTD.



                                     By: /s/ Wellen Sham
                                         ---------------
                                         Name: Wellen Sham
                                         Title: Chairman


                                     SOF INVESTMENTS, L.P.
                                     By: MSD Capital, L.P., its General Partner
                                     By: MSD Capital Management LLC, its general
                                         partner



                                     By: /s/ Marc R. Lisker
                                         ------------------
                                         Name: Marc R. Lisker
                                         Title: Manager and General Counsel

                                    MSD CAPITAL, L.P.
                                    By: MSD Capital Management LLC, its general
                                      partner



                                    By: /s/ Marc R. Lisker
                                        ------------------
                                        Name: Marc R. Lisker
                                        Title: Manager and General Counsel

EX-99.(B) 3 file3.htm JOINT FILING AGREEMENT





EXHIBIT B


                             JOINT FILING AGREEMENT



The undersigned hereby agree that Amendment No. 3 to Schedule 13D relating to
common stock, $0.01 par value per share, of Asia Pacific Wire & Cable
Corporation Limited filed by the undersigned, and all other amendments to such
Schedule, shall be filed on behalf of each of them. This Agreement is intended
to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.





Dated: July 9, 2007


                                        SINO-JP FUND CO., LTD.

                                         By: /s/ Wellen Sham
                                             -----------------------------------
                                             Wellen Sham, Chairman
r


                                         SINO-JP ASSETS MANAGEMENT CO.

                                         By: /s/ Wellen Sham
                                             -----------------------------------
                                             Wellen Sham, Director

                                         EXPERT TIME HOLDINGS LIMITED

                                         By: /s/ Wellen Sham
                                             -----------------------------------
                                             Wellen Sham, Director

                                         /s/ Wellen Sham
                                         ---------------
                                         Wellen Sham
- ----------------------------------------

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