德斯维尔工业2016年度报告

20-F 1 dswl031720f.htm FORM 20-F UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F (Mark one)  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to___________ OR  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) Telephone: 853-28-322096; fax: 853-28-323265 E-mail: hermanwong@jetcrown.net10B, Edificio Associacao Industrial De Macau 32 Rua do Comandante Mata e Oliveira, Macao Special Administrative Region, PRC 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: Common shares, no par value 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, 2017, there were 15,885,239 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 Rule 12b-2 of the Exchange Act. (Check one): Large accelerated Accelerated filer Non-accelerated filer  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 Rule 12b-2 of the Exchange Act). Yes No TABLE OF CONTENTS Page INTRODUCTION3FINANCIAL STATEMENTS AND CURRENCY PRESENTATION3PART I 3ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3ITEM 3.KEY INFORMATION 3ITEM 4. INFORMATION ON THE COMPANY 20ITEM 4A. UNRESOLVED STAFF COMMENTS 30ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 30ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 40ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS43ITEM 8. FINANCIAL INFORMATION 44ITEM 9. THE OFFER AND LISTING 45ITEM 10.ADDITIONAL INFORMATION 46ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 53ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 54PART II 54ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 54ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 54ITEM 15. CONTROLS AND PROCEDURES 54ITEM 16.[RESERVED] 55ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 55ITEM 16B. CODE OF ETHICS 55ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 55ITEM 16D. EXEMPTIONS FROM