德斯维尔工业 2026年年度报告和过渡报告

FORM 20-F (Mark one)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ForthefiscalyearendedMarch31,2026 OR ☐TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHE SECURITIESEXCHANGEACTOF1934 OR DESWELL INDUSTRIES, INC.(Exact name of registrant as specified in its charter) British Virgin IslandsKaren C.Y. Chan, Chief Financial Officer,(Jurisdiction of incorporation or organization)Telephone:853-28-322096;Fax:853-28-323265E-mail: karen.chan@kwanasia.com10B, Edificio Associacao Industrial De Macau32 Rua do Comandante Mata e Oliveria, MacaoSpecial Administrative Region, PRC10B, Edificio Associacao Industrial De macau32 Rua do Comandante Mata e Oliveira, MacaoSpecial Administrative Region, PRC(Address of Principal Executive Offices)(Name, Telephone, E-mail and/or Facsimile number andAddress of Company Contact Person) Securities registered or to be registered pursuant to Section12(b)of the Act. Title of each classTrading Symbol(s)NameofeachexchangeaonwhichregisteredCommon shares, no par valueDSWLNASDAQ Securities registered or to be registered pursuant to Section12(g)of the Act: NONE Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities ExchangeActof1934 Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchangeActof1934 during the preceding 12months (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 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit and post such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinitionof “accelerated filer and large accelerated filer” in Rule12b-2 of the ExchangeAct. (Check one): Accelerated filer☐Non-accelerated filer☒EmergingGrowthCompany☐ If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section13(a)of the ExchangeAct.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 USC. 762(b)) by the registeredpublic accounting firm that prepared or issues its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of theregistrant 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-basedcompensation 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 theInternational Accounting Standards Board☐ If “Other” has been checked, indicate by check mark which financial statement item the registrant has elected to follow:Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchangeAct). TABLE OF CONTENTS PagePART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY32ITEM 4A.UNRESOLVED STAFF COMMENTS41ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS42ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES52ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS55ITEM 8.FINANCIAL INFORMATION56ITEM 9.THE OFFER AND LISTING58ITEM 10.ADDITIONAL INFORMATION59ITEM 10J.ANNUAL REPORT TO SECURITY HOLDERS67ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK67ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN