Form 20-F/A - Annual and transition report of foreign private issuers [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ For the transition period from __________ to ___________

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from ___________ to ___________

Commission File Number: 001-33900

DESWELL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

British Virgin Islands

Herman Wong, Chief Financial Officer,

(Jurisdiction of incorporation or organization)

10B, Edificio Associacao Industrial De Macau

32 Rua do Comandante Mata e Oliveria, Macao

Special Administrative Region, PRC

Telephone: 853-28-322096; Fax: 853-28-323265

E-mail: hermanwong@jetcrown.net

10B, Edificio Associacao Industrial De macau

32 Rua do Comandante Mata e Oliveira, Macao

Special Administrative Region, PRC

(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
Common shares, no par value		DSWL		NASDAQ

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 15,935,239 common shares of the registrant outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

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 ☒ No

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.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 ☒ No

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 ☐

Non-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:

U.S. GAAP ☒

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 ☒ No

Auditor Name:		Auditor Location:		Auditor Firm ID:
BDO China Shu Lun Pan Certified Public Accountants LLP		People’s Republic of China		PCAOB ID #1818

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.

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:

Exhibit No.		Description
12.1		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934
12.2		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934
13.1		Certification Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
99.1		Supplemental Submission Pursuant to Item 16I(a) of Form 20-F

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

Exhibit 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A)
OR RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, EDWARD SO KIN CHUNG, certify that:

I have reviewed this Annual Report on Form 20-F, as amended by Amendment No. 1 thereto, of Deswell Industries, Inc. (the “Company”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: September 28, 2023

	/s/ Edward So Kin Chung
	Edward So Kin Chung,
	Chief Executive Officer

Exhibit 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BYRULE 13A-14(A)
OR RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, HERMAN WONG, certify that:

I have reviewed this Annual Report on Form 20-F, as amended by Amendment No. 1 thereto, of Deswell Industries, Inc. (the “Company”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: September 28, 2023

	/s/ Herman Wong
	Herman Wong,
	Chief Financial Officer

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Deswell Industries, Inc. (the “Company”) on Form 20-F, as amended by Amendment No. 1 thereto, for the year ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our knowledge, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 28, 2023

	/s/ Edward So Kin Chung
	Edward So Kin Chung,
	Chief Executive Officer

Date: September 28, 2023

	/s/ Herman Wong
	Herman Wong
	Chief Financial Officer

Exhibit 99.1

SUPPLEMENTAL Submission Pursuant to Item 16I(a) of Form 20-F

Deswell Industries, Inc. (“Company,” “our,” “us,” or “we”) is submitting via EDGAR the following information as required under Item 16I(a) of Form 20-F. 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.

In response to Item 16I(a) of Form 20-F, the Company believes that the following information establishes that it is not owned or controlled by a governmental entity in China.

Based on an examination of the Company’s register of shareholders and public filings made by its officers, directors and shareholders, to the Company’s knowledge, no shareholder other than (a) the family of Richard Pui Hon Lau and (b) Chin Pang Li owns more than 5% of the Company’s outstanding common shares. As of June 30, 2023, the family of Richard Pui Hon Lau, the Company’s prior Chairman of the Board of Directors until his passing on June 12, 2023, beneficially owned approximately 61.7% of the Company’s outstanding common shares, and Chin Pang Li, a long-time member and current Chairman of the Board of Directors owned approximately 10.1% of the Company’s outstanding common shares. The outstanding shares beneficially owned by Mr. Li include options to purchase 200,000 shares granted to Mr. Li under the Company’s stock option plan. Further, based on our knowledge and representations by such persons, neither Mr. Li nor the family of Richard Pui Hon Lau is a representative of any government entity in the People’s Republic of China.

As of June 30, 2023, the directors and executive officers of the Company were as follows: (a) Edward So Kin Chung, Chief Executive Officer; (b) Chin Pang Li, Executive Director of Manufacturing and Administration for Plastic Operations and Chairman of the Board of Directors; (c) Hung-Hum Leung, Non-Executive Director and Member of Audit Committee; (d) Allen Yau-Nam Cham, Non-Executive Director and Chairman of Audit Committee; (e) Wing-Ki Hui, Non-Executive Director and Member of Audit Committee; (f) Herman Wong Chi Wah, Chief Financial Officer; and (g) Ben Poon Yiu Sing, Interim Director and General Manager of Jetcrown Industrial (Dongguan) Limited. Based on our knowledge and representations by the foregoing persons, none of the foregoing persons are representatives of any government entity in the People’s Republic of China.

Further, the Company is not aware of any government entity in China that is in possession of the power, direct or indirect, to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract, or otherwise.

Based on the above, the Company is not owned or controlled by a government entity in China.

Date: September 28, 2023

	/s/ Edward So Kin Chung
	Edward So Kin Chung,
	Chief Executive Officer

Document And Entity Information	12 Months Ended
Document And Entity Information	Mar. 31, 2023 shares
Document Information Line Items
Entity Registrant Name	DESWELL INDUSTRIES, INC.
Trading Symbol	DSWL
Document Type	20-F/A
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding	15,935,239
Amendment Flag	true
Amendment Description	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.
Entity Central Index Key	0000946936
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-33900
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	10B, Edificio Associacao Industrial De Macau
Entity Address, Address Line Two	32 Rua do Comandante Mata e Oliveria
Entity Address, City or Town	Macao
Entity Address, Country	VG
Title of 12(b) Security	Common shares, no par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	No
Document Financial Statement Error Correction [Flag]	false
Document Accounting Standard	U.S. GAAP
Auditor Name	BDO China Shu Lun Pan Certified Public Accountants LLP
Auditor Location	People’s Republic of China
Auditor Firm ID	1818
Entity Address, Postal Zip Code	0000
Business Contact
Document Information Line Items
Contact Personnel Name	Herman Wong
Entity Address, Address Line One	10B, Edificio Associacao Industrial De macau
Entity Address, Address Line Two	32 Rua do Comandante Mata e Oliveira
Entity Address, City or Town	Macao
Entity Address, Country	VG
City Area Code	853
Local Phone Number	28-322096
Contact Personnel Email Address	hermanwong@jetcrown.net
Entity Address, Postal Zip Code	0000