Deswell Industries Inc. Files 2024 Annual Report

Ticker: DSWL · Form: 20-F · Filed: Aug 9, 2024 · CIK: 946936

Deswell Industries INC 20-F Filing Summary
FieldDetail
CompanyDeswell Industries INC (DSWL)
Form Type20-F
Filed DateAug 9, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$3.19 m, $3.19 million
Sentimentneutral

Sentiment: neutral

Topics: annual-report, 20-F, plastics

TL;DR

Deswell Industries filed its 2024 20-F, confirming it's an annual report for the plastics company.

AI Summary

Deswell Industries Inc. filed its annual report on Form 20-F for the fiscal year ended March 31, 2024. The company, based in Macau, operates in the plastics products sector. This filing serves as its annual report to the SEC, indicating it is not a registration statement or a transition report.

Why It Matters

This filing provides shareholders and potential investors with a comprehensive overview of Deswell Industries Inc.'s financial performance and business operations for the past fiscal year.

Risk Assessment

Risk Level: low — This filing is a standard annual report and does not contain immediate red flags or significant new disclosures that would alter the risk profile.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of Deswell Industries Inc.?

Deswell Industries Inc. operates in the 'PLASTICS PRODUCTS, NEC' sector, SIC code 3089.

What is the filing type for this document?

This document is an Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

When is the fiscal year end reported?

The fiscal year end for this report is March 31, 2024.

Where is Deswell Industries Inc. located?

Deswell Industries Inc.'s business and mailing address is in Macau.

What is the Central Index Key (CIK) for Deswell Industries Inc.?

The Central Index Key for Deswell Industries Inc. is 0000946936.

Filing Stats: 4,599 words · 18 min read · ~15 pages · Grade level 13.4 · Accepted 2024-08-09 06:11:35

Key Financial Figures

Filing Documents

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 66 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 66 PART II 67 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 67 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 67 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 67 ITEM 16. [RESERVED] 68 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 68 ITEM 16B. CODE OF ETHICS 68 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 69 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR THE AUDIT COMMITTEE. 69 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATE PURCHASERS 69 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 69 ITEM 16G. CORPORATE GOVERNANCE 69 ITEM 16H. MINE SAFETY DISCLOSURE 69 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 70 ITEM 16J. INSIDER TRADING POLICIES 70 ITEM 16K. CYBERSECURITY 70 PART III 71 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 71 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 71 ITEM 19. EXHIBITS 72

SIGNATURES

SIGNATURES 73 CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 12.1 CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 12.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 13.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — BDO China Shu Lun Pan Certified Public Accountants LLP Exhibit 15.1 i Table of Contents INTRODUCTION This Annual Report on Form 20 -F contains forward -looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward -looking statements. Factors that might cause such a difference include, but are not limited to those discussed in the section entitled Risk Factors under ITEM 3 "Key Information." Readers should not place undue reliance on forward -looking statements, which reflect management's view only as of the date of this Annual Report. The Company undertakes no obligation to revise these forward -looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission. Except where the context otherwise requires and for purposes of this Report only: "we," "us," "our Company," "our," the "Company" or "Deswell" refers to Deswell Industries, Inc. and, in the context of describing our operations, also include our operating subsidiaries; "shares" refer to our common shares, no par value; "China" or "PRC" refers to the People's Republic of China, excluding, for purposes of this annual report only, Taiwan, Hong Kong and Macao; "Hong Kong" refers to the Hong Kong Special Administrative Region of the People'

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America and publishes such statements in United States dollars. See "Report of Independent Registered Public Accounting Firm" included elsewhere herein. The Company publishes its financial statements in United States dollars. The functional currency of the Company and its subsidiaries is the U.S. dollar. 3 Table of Contents PART I

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Holding Company Structure Deswell was incorporated in the British Virgin Islands on December 2, 1993. Deswell is not an operating company but rather a holding company conducting its operations through Deswell's subsidiaries, primarily in Macao and mainland China. This structure involves unique risks to investors and you may never directly hold equity interests in Deswell's operating entities. You are specifically cautioned that there are significant legal and operational risks associated with being based in or having the majority of operations in China. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China -based companies listed overseas using a Variable Interest Entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti -monopoly enforcement. We do not believe that our subsidiaries in Macao or mainland China are directly subject to these regulatory actions or statements, as we have not carried out any monopolistic behavior and our business does not involve the collection of personal information or implicate national security. However, since these statements and regulatory actions by the PRC government are newly published and detailed official guidance and related implementation rules have not been issued or taken effect, uncertainties exist as to how soon the regulatory bodies in China will finalize implementation measures, and the impacts the modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list the Company's securities on an U.S. or other foreign exchange. For a detailed description of risks relating to doing business in China, see "ITEM 3. Key Information — Risk Factors — Risks Related to Do

Risk Factors

Risk Factors We may from time to time make written or oral forward -looking statements. Written forward -looking statements may appear in this document and other documents filed with the Securities and Exchange Commission, in press releases, in reports to shareholders, on our website, and other documents. The Private Securities Litigation Reform Act of 1995 contains a safe harbor for forward -looking statements on which we rely in making such disclosures. In connection with this "safe harbor," we are hereby identifying important factors that could cause actual results to differ materially from those contained in any forward -looking statements made by us or on our behalf. Any such statement is qualified by reference to the cautionary statements provided in this ITEM 3. Summary of Risk Factors We are, and have been, dependent on a few major customers, the loss of, or substantial reduction in orders from, which would substantially harm our business and operating results. Our gross margins fluctuate from year to year and may be adversely affected by a number of factors. If we were a passive foreign investment company in fiscal 2024, or are in later years, U.S. investors could suffer adverse U.S. federal income tax consequences in such years. Changes in currency exchange rates have and could continue to influence our financial results significantly. If OEMs stop or reduce their manufacturing outsourcing, our business could suffer. We could experience credit problems with our customers, which could adversely impact our operating results and financial condition and could adversely reduce our future revenues. The failure of any bank in which we deposit our funds could result in a loss of those funds to the extent exceeding the amounts protected and could affect our ability to continue in business. Our industry is extremely competitive, with aggressive pricing dynamics, and if we are not able to continue to provide competitive products and services, we may lose

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