February 9, 2010
Via Facsimile, EDGAR and Mail
Mr. Praveen Kartholy
Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Bonso Electronics International Inc.
Dear Mr. Kartholy:
This letter is in response to your letter dated Jan 29, 2010 ("Letter"),
which relates to the Form 20-F for the fiscal year ended March 31, 2009, filed
on September 30, 2009 with the United States Securities and Exchange Commission
("SEC"). The responses below have been numbered to correspond to the numbering
used in the Letter, and your comments have been included for ease of reference.
Form 20-F for the fiscal year ended March 31, 2009
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Item 18. Financial Statements
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Consolidated Statement of Operations and Comprehensive Income, page F-4
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1. Please tell us the nature of the "waiver of loan to subsidiaries" of
$3,690,590 and "waiver of loan to subsidiaries held for sale" of $2,180,779
included in non-operating income (expense). Please tell us your accounting
treatment for these items with specific reference to the accounting literature
and clarify why these amounts are not eliminated in consolidation.
During the fiscal year ended March 31, 2009, the company presented the
financial statements with discontinued operations, in accordance with ASC
205-20. On Nov 1, 2008, the company disposed of its entire interest in Gram
Precision Scales Inc. ("Gram"), a company registered in Canada. Then on March
31, 2009, the company's German subsidiary, Korona Haushaltwaren GmbH and Co. KG
("Korona"), sold its major assets (accounts receivable, inventory, and
intellectual property right) to a third party company, Beurer GmbH. After the
sale of the major assets, the company has been in the process of liquidating
Korona. Since Gram was disposed and Korona was under liquidation, their
activities were presented as discontinued operations in the Form 20-F for the
fiscal year ended March 31, 2009.
When the Company disposed of its Canadian subsidiary, Gram, on November 1,
2008, the company forgave the amount due from Gram to a subsidiary of the
company except for $1,700,000. Gram issued a promissory note to the company to
repay $1,700,000 to the company in installments. The total amount waived was
$3,690,590. Since this amount waived represented a loss to the continuing
operations, the company listed this item separately in its consolidated
statement of operations and comprehensive income as "waiver of loan to
subsidiaries". And since this amount waived represented a gain to the
discontinued operations of Gram, the company included this item in "(Loss) Gain
from discontinued operations, net of tax" on the consolidated statement of
operations and comprehensive income, with a description under Note 12 -
Discontinued Operations as "loan forgiveness from continuing operations".
On March 31, 2009, the company was in the process of liquidating Korona. As
a result, the amount due from Korona to a subsidiary of the company was believed
to be non-recoverable. The company forgave this amount of $2,180,779 due from
Korona. Since this amount waived represented a loss to the continuing
operations, the company listed this item separately in its consolidated
statement of operations and comprehensive income as "waiver of loan to
subsidiaries held for sale". And since this amount waived represented a gain to
the discontinued operations of Korona, the company included this item in "(Loss)
Gain from discontinued operations, net of tax" on the consolidated statement of
operations and comprehensive income, with a description under Note 12 -
Discontinued Operations as "other income".
Since both waiver amounts were directly related to the discontinued
operations, the amounts were not eliminated in consolidation, but separated from
continuing operations as part of discontinued operations, in accordance with ASC
205-20.
2. We also note that you include gains from disposal of subsidiary and
property in non-operating income. Please tell us the nature of these gains and
the reason that they are not included in operations.
Gain from disposal of subsidiary referred to the gain as a result of the
company's disposal of Gram and Gram had net liabilities. The gain from disposal
of property referred to the gain as a result of the company's disposal of a
warehouse during the fiscal year ended March 31, 2009. Since the company is in
the business of designing, developing, producing and selling electronic
sensor-based and wireless products, disposal of subsidiary and property were not
included in operations.
Note 1.(i) Other Intangible Assets, page F-9
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Note 7. Goodwill, Brand Name and Other Intangible Asset, page F-18
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3. Please tell us and revise future filings to separately disclose the
amounts included in other intangible assets. In addition, clarify the nature of
the taxi licenses, why they are amortized over 50 years and how you evaluated
these for possible impairment.
The amount of $4,008,147 in goodwill, brand name and other intangible
assets as of March 31, 2009 included the land use right of the factory in
Shenzhen of $1,807,083, the land use right of the factory in Xinxing of
$1,712,118, and the right of taxi licenses in Shenzhen of $488,946. The taxi
licenses enabled the company to generate rental income from drivers who rent the
taxis which are licensed to run in Shenzhen for 50 years. The company evaluates
the recoverability of the taxi licenses to be held and used by comparing the
carrying amount of the asset to future net undiscounted cash flows to be
generated by the license when circumstances indicate there may be impairment. If
such assets are considered to be impaired, the impairment loss is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets calculated using a discounted future cash flows analysis. Provisions
for impairment made on other long-lived assets are disclosed in the Consolidated
Statements of Operations and Comprehensive Loss. Based on the assessment for the
year ended March 31, 2008 and 2009, no provision was made by the company as an
impairment of the taxi licenses. We will include a similar description of the
license and impairment review in future filings.
Note 2. Allowance for Doubtful Accounts, page F-15
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4. Please tell us and revise future filings to disclose the reason for the
significant increase in allowance for doubtful accounts in fiscal 2008 and 2009.
In fiscal year ended March 31, 2008, the company recognized a provision of
$633,545 for allowances for doubtful accounts, for long outstanding trade
receivable from third party companies, which the company believed to be
non-recoverable. In fiscal year ended March 31, 2009, the company recognized a
provision of $1,959,413 for allowances for doubtful accounts. When the company
disposed of its Canadian subsidiary, Gram, on November 1, 2008, Gram issued a
promissory note to the company to repay $1,700,000 to the company in
installments in the amount due to the company prior to the disposal. Since Gram
had operating losses during the years ended March 31, 2009 and 2008, the
recoverability of full amount of $1,700,000 in time was doubtful. As a result,
the company recognized a bad debt provision for $1,700,000, which was included
in the allowances for doubtful accounts for $1,959,413. The remaining provision
of $259,413 was the result of trade receivable from third party companies which
the company believed to be non-recoverable. We will include a similar
description of the allowance for doubtful accounts in future filings.
We understand that:
o Bonso is responsible for the adequacy and accuracy of the disclosure
in the filing;
o Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
o Bonso may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
If you have any questions or wish to discuss anything further, please do
not hesitate to contact the undersigned.
Sincerely,
/s/ Albert So
-------------
Albert So
Chief Financial Officer and Secretary
Bonso Electronics Ltd.
Received 1 FEB 2010
(Graphic Omitted)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
JANUARY 29, 2010
DIVISION OF CORPORATION DIRECT DIAL: (202) 551-3778
FINANCE FAX (202) 772-9218
WWW.SEC.GOV
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FACSIMILE TRANSMITTAL SHEET
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TO: FROM:
Albert So Praveen Kartholy
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COMPANY: DATE:
Bonso Electronics Intl Inc. 1/29/10
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FAX NUMBER TOTAL NO OF PAGES INCLUDING
COVER:
01185226911724 4
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TELEPHONE NUMBER SENDER'S REFERENCE NUMBER
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RE: YOUR REFERENCE NUMBER
Comment letter dated 1/29/10
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[ ] URGENT [ ] FOR REVIEW [ ] PLEASE COMMENT
[ ] PLEASE REPLY [ ] PLEASE RECYCLE
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NOTES/COMMENTS:
If you have any problems receiving this fax, please contact me at
(202) 551-3778
CONFIDENTIAL
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100 F Street, N.E.
Washington, D.C. 20549 0306
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[Graphic omitted}
DIVISION OF
CORPORATE FINANCE
Mail Stoop 3030
January 29, 2010
Via U.S. Mail and Fax 01185226911724
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Albert So
Chief Financial Officer and Secretary
Bonso Electronics International Inc.
Unit 1915-1916, 19/F, Delta House
3 On Yiu Street, Shek Mun,
Shatin, Hong Kong
Re: Bonso Electronics International, Inc.
Form 20-F for the fiscal year ended March 31, 2009
Filed September 30, 2009
File No. 000-17601
Dear Mr. So:
We have reviewed your filings and have the following comments. We have
limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents. Where
indicated, we think you should revise your future filings in response to these
comments. If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure. After
reviewing this information we may raise additional comments.
Please understand that the purpose of our review process is to assist you
in your compliance with the applicable disclosure requirements and to enhance
the overall disclosure in your filings. We look forward to working with you in
these respects. We welcome any questions you may have about our comments or on
any other aspects of our review. Feel free to call us at the telephone numbers
listed at the end of this letter.
Albert So
Bonso Electronics International, Inc.
January 29, 2010
Page 2
Form 20-F for the fiscal year ended March 31, 2009
- --------------------------------------------------
Item 18. Financial Statements
- -----------------------------
Consolidated Statements of Operations and Comprehensive Income, page F-4
- ------------------------------------------------------------------------
1. Please tell us the nature of the "waiver of loan to subsidiaries" of
$3,690,590 and "waiver of loan to subsidiaries held for sale" of $2,180,779
included in non-operating income (expense). Please tell us your accounting
treatment for these items with specific reference to the accounting
literature and clarify why these amounts are not eliminated in
consolidation.
2. We also note that you include gains from disposal of subsidiary and
property in non-operating income. Please tell us the nature of these gains
and the reason that they are not included in operations.
Note 1. (i) Other Intangible Assets, page F-9
- ---------------------------------------------
Note 7. Goodwill, Brand Name and Other Intangible Assets, page F-18
- -------------------------------------------------------------------
3. Please tell us and review future filings to separately disclose the amounts
included in other intangible assets. In addition, clarify the nature of the
taxi licenses, why they are amortized over 50 years and how you evaluated
these for possible impairment.
Note 2. Allowance for Doubtful Accounts, page F-15
- ---------------------------------------------------
4. Please tell us and review future filings to disclose the reason for the
significant increase in allowance for doubtful accounts in fiscal 2008 and
2009.
As appropriate, please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish a cover letter
with your response that keys your responses to our comments and provides any
requested information. Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filing to be certain that the filing includes all
information required under the Securities Exchange Act of 1934 and that they
have provided all information investors require for an informed investment
decision. Since the company and its management are in possession of all facts
Albert So
Bonso Electronics International, Inc.
January 29, 2010
Page 3
relating to a company's disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing,
a statement from the company acknowledging that:
o the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
o the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Corporation
Finance in our review of your filing or in response to our comments on your
filing.
You may contact Praveen Kartholy, Staff Accountant, at (202) 551-3778 or me
at (202) 551-3676 if you have questions regarding these comments. You may also
contact Martin F. James, Senior Assistant Chief Accountant, at (202) 551-3671.
Sincerely,
/s/ Brian Cascio
Brian R. Cascio
Accounting Branch Chief