DSWL 20-F/A
Deswell Industries Inc (DSWL)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark one)
OR
For the fiscal year
ended
OR
☐ For the transition period from __________ to ___________
OR
Date of event requiring this shell company report
For the transition period from ___________ to ___________
Commission File Number:
(Exact name of registrant as specified in its charter) |
| (Jurisdiction of incorporation or organization)
Special Administrative Region, | Telephone: E-mail: Special Administrative Region, | |
| (Address of Principal Executive Offices) | (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange a on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE
As of March 31, 2023, there were
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes
☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
☐ Yes ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☐ Yes ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act. (Check one):
| Large accelerated ☐ | Accelerated filer ☐ | Emerging Growth Company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 762(b)) by the registered public accounting firm
that prepared or issues its audit report.
If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
☐
Yes ☒
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||
| PCAOB ID # |
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 20-F of Deswell Industries, Inc. (“Company,” “our,” “us,” or “we”) for the fiscal year ended March 31, 2023 filed on July 28, 2023 (the “Original Filing”) is being filed solely to amend and restate in its entirety Item 16I, “Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in order to provide the items required under Item 16I(a) of Form 20-F and to provide the disclosures under Item 16I(b) of Form 20-F.
Except as noted above, this Amendment does not update or modify any disclosure in the Original Filing or reflect any event occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.
As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment.
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ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
(a) Please see the Supplemental Submission pursuant to Item 16I(a) of Form 20-F, attached as Exhibit 99.1 to this annual report.
(b) On August 29, 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act (the “HFCAA”) as having filed audit reports issued by a registered public accounting firm that could not be inspected or investigated completely by the Public Account Oversight Board (“PCAOB”) in connection with the filing of our annual report on Form 20-F for the fiscal year ended March 31, 2022. Our auditor, BDO China Shu Lun Pan Certified Public Accountants LLP, a registered public accounting firm that the PCAOB previously determined it was unable to inspect or investigate completely, issued the audit report for us for our fiscal year ended March 31, 2022. On December 15, 2022, the PCAOB vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we filed the Original Filing and the filing of this Amendment.
As of the date of the Original Filing, to the best of our knowledge: (i) no governmental entity in the British Virgin Island (the jurisdiction in which we are incorporated) or China own any of the outstanding shares of our capital stock; (ii) no governmental entity in the other applicable foreign jurisdictions with respect to our consolidated foreign operating entities own any outstanding shares of capital stock of the consolidated operating entity that is incorporated or otherwise organized in that jurisdiction; (iii) no governmental entity in China (the applicable foreign jurisdiction with respect to our registered public accounting firm) has a controlling financial interest in us or any of our consolidated foreign operating entities; (iv) no member of our board of directors or the board of directors of our consolidated foreign operating entities is an official of the Chinese Communist Party; and (v) neither our currently effective Memorandum and Articles of Association, as amended, nor the articles of incorporation (or equivalent organizing document) of any of our consolidated foreign operating entities contain any charter of the Chinese Communist Party.
ITEM 19 EXHIBITS
The following documents are filed as exhibits herewith:
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused the undersigned to sign this Annual Report on its behalf.
| DESWELL INDUSTRIES, INC. | ||
| By: | /s/ Edward So Kin Chung | |
| Edward So Kin Chung, | ||
| Chief Executive Officer | ||
| Date: September 28, 2023 | ||
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