United States securities and exchange commission logo
November 22, 2023
Herman Wong
Chief Financial Officer
Deswell Industries Inc.
10B, Edificio Associacao Industrial De Macau
32 Rua do Comandante Mata e Oliveria, Macao
Special Administrative Region, PRC
Re: Deswell Industries
Inc.
Amendment No. 1 to
Form 20-F for Fiscal Year Ended March 31, 2023
Response dated
September 28, 2023
File No. 001-33900
Dear Herman Wong:
We have reviewed your September 28, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 14,
2023 letter.
Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 2
1. We note your statement
that you reviewed your register of shareholders and public filings
made by its officers,
directors and shareholders in connection with your required
submission under
paragraph (a). Please supplementally describe any additional materials
that were reviewed and
tell us whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and
(3).
Herman Wong
Deswell Industries Inc.
November 22, 2023
Page 2
2. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to the best of our knowledge.
Please supplementally
confirm without qualification, if true, that your articles and the
articles of your
consolidated foreign operating entities do not contain wording from any
charter of the
Chinese Communist Party.
Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at
202-551-3377 with
any other questions.
Sincerely,
FirstName LastNameHerman Wong
Division of
Corporation Finance
Comapany NameDeswell Industries Inc.
Disclosure Review
Program
November 22, 2023 Page 2
cc: Carrie Leahy
FirstName LastName