恒星2016年度报告

20-F 1 bonso_20f.htm FROM 20-F SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 20-F[_]REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended March 31, 2017 OR[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR[_]SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number: 0-17601BONSO ELECTRONICS INTERNATIONAL INC.(Exact name of Registrant as specified in its charter)British Virgin Islands(Jurisdiction of incorporation or organization)Unit 1404, 14/F, Cheuk Nang Centre,9 Hillwood Road, TsimshatsuiKowloon, Hong Kong(Address of principal executive offices)Albert So, Chief Financial OfficerTel: (852) 2605-5822 Fax: (852) 2691-1724Email: albert@bonso.comUnit 1404, 14/F, Cheuk Nang Centre,9 Hillwood Road, TsimshatsuiKowloon, Hong Kong (Name, Telephone, email and/or fax number and address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act: None.Securities registered pursuant to Section 12(g) of the Act:COMMON STOCK, PAR VALUE $.003Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.5,577,639 shares of common stock, $0.003 par value, at March 31, 2017 (including 568,519 shares that are held in treasury) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes [_] No [X]If the 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 15D of the Securities Exchange Act of 1934.Yes [_] No [X]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 [X] 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 [X]Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.Large Accelerated Filer [_] Accelerated Filer [_] Non-accelerated filer [X]Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing: U.S. GAAP [X] International Financial Reporting Standards as issued Other [_] by the International Accounting Standards Board [_] If “Other” has been checked in response to the previous question, 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 [X]2 TABLE OF CONTENTS PagePART I Item 1.Identity of Directors, Senior Management and Advisors 5 Item 2. Offer Statistics and Expected Timetable 5 Item 3.Key Information 5 Item 4.Information on the Company 21 Item 4A. Unresolved Staff Comments 32 Item 5.Operating and Financial Review and Prospects 33 Item 6. Directors, Senior Management and Employees 51 Item 7.Major Shareholders and Related Party Transactions 57 Item 8.Financial Information 58 Item 9.The Offer and Listing 59 Item 10.Additional Information 60 Item 11.Quantitative and Qualitative Disclosures about Market Risk 64 Item 12.Description of Securities Other Than Equity Securities 64 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 65 Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds 65 Item 15.Controls and Procedures 65 Item 16.Reserved 67 Item 16A.Audit Committee Financial Expert 67 Item 16B.Code of Ethics 67 Item 16C.Principal Accountant Fees and Services 68 Item 16D.Exemptions from the Listing Standards for Audit Committees 69 Item 16E.Purchases of Equity Securities by the Issuer and Affiliates Purchasers 70 Item 16F.C