德斯维尔工业2015年度报告

20-F 1 dswl20f20160715.htm FORM 20-F UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 20-F(Mark one)  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2016OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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 valueSecurities registered or to be registered pursuant to Section 12(g) of the Act: NONESecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONEAs of March 31, 2016, there were 16,056,239 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  NoIf 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  NoNote – 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  NoIndicate 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  NoIndicate 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 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 TABLE OF CONTENTSINTRODUCTION3FINANCIAL STATEMENTS AND CURRENCY PRESENTATION3PART I3Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE3Item 3. KEY INFORMATION3Item 4. INFORMATION ON THE COMPANY20Item 4A. UNRESOLVED STAFF COMMENTS30Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS30Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES40Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS43Item 8. FINANCIAL INFORMATION44Item 9. THE OFFER AND LISTING45Item 10. ADDITIONAL INFORMATION46Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK53Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES54PART II54Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES54Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS54Item 15. CONTROLS AND PROCEDURES54Item 16. [RESERVED]55Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT55Item 16B. CODE OF ETHICS55Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES55Item 16D. EXEMPTIONS FROM THE LISTING