德斯维尔工业2003年度报告

20-F 1 v00101e20vf.htm FORM 20-F Table of ContentsSECURITIES 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 1934 For the Fiscal Year Ended: Commission File Number:March 31, 2004 0-26448DESWELL INDUSTRIES, INC.(Exact name of registrant as specified in its charter)British Virgin Islands(Jurisdiction of incorporation or organization) 17B, Edificio Comercial Rodrigues599 Avenida da Praia GrandeMacao(Address of principal executive offices) 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 shares, no par value per share Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE As of March 31, 2004, there were 9,149,085 common shares of the registrant outstanding. Indicate by check mark whether the registrant: (i) 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 (ii) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 [ ] Item 18 [X] TABLE OF CONTENTS Financial Statements and Currency Presentation 2 PART I Item 1. Identity of Directors, Senior Management and Advisors 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 10 Item 5. Operating and Financial Review and Prospects 22 Item 6. Directors, Senior Management and Employees 31 Item 7. Major Shareholders and Related Party Transactions 34 Item 8. Financial Information 37 Item 9. The Offer and Listing 38 Item 10. Additional Information 39 Item 11. Quantitative and Qualitative Disclosure about Market Risk 51 Item 12. Description of Securities Other than Equity Securities 51 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 52 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 52 Item 15 Controls and Procedures 52 Item 16A Audit Committee Financial Expert 52 Item 16B Code of Ethics 52 Item 16C Principal Accountant Fees and Services 52 Item 16D Exemptions for the Listing Standards for Audit Committee 53 Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 53 PART III Item 17. Financial Statements 53 Item 18 Financial Statements 54 Item 19 Exhibits 55 SIGNATURES 57 Exhibit 4.1 Exhibit 4.3 Exhibit 4.11 Exhibit 4.12 Exhibit 4.13 Exhibit 11.1 Exhibit 12.1 Exhibit 12.2 Exhibit 13.1 Exhibit 14.1 Exhibit 14.2 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 Report. The Company undertakes no obligation to publicly 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. As used in this Report, “we,” “our,” “us,” “Deswell” or the “Company” refers to Deswell Industries, Inc. and its subsidiaries unless the context otherwise indicates. All share and per share information in this Report, has been adjusted to reflect the Company’s three-for-two stock split effected in July 2002.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 “Independent Auditors’ Report” included elsewhere herein. The Company publishes its financial statements in United States dollars as the Company is incorporated in the British Virgin Islands, where the currency is the United States dollar, and the functional currency of the Company’s subsidiaries are Hong Kong dollar and Chinese renminbi. All dollar amounts (“$”) set forth in this Report are in United States dollars, the references to HK$ refer to Hong Kong dollars and RMB to Chinese renminbi. 2 Table of ContentsPART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS Not applicable. ITEM 2