United States securities and exchange commission logo
September 14, 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.
Form 20-F for the
Fiscal Year Ended March 31, 2023
File No. 001-33900
Dear Herman Wong:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comment. In our
comment, we may
ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to this comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 63
1. We note that during
your fiscal year ended March 31, 2023 you were identified by the
Commission pursuant to
Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15
U.S.C. 7214(i)(2)(A))
as having retained, for the preparation of the audit report on your
financial statements
included in the Form 20-F, a registered public accounting firm that
has a branch or office
that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight
Board had determined it is unable to inspect or investigate
completely because of a
position taken by an authority in the foreign jurisdiction. Please
provide the
documentation required by Item 16I(a) of Form 20-F or tell us why you are
not required to do so.
Additionally, please amend your Form 20-F to provide the
disclosures required
under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign
Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our
website at https://www.sec.gov/corpfin/announcement/statement-
hfcaa-040623.
Herman Wong
Deswell Industries Inc.
September 14, 2023
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jimmy McNamara at 202-551-7349 or Jennifer Gowetski at
202-551-3401
with any questions.
Sincerely,
FirstName LastNameHerman Wong
Division of
Corporation Finance
Comapany NameDeswell Industries Inc.
Disclosure Review
Program
September 14, 2023 Page 2
cc: Carrie Leahy
FirstName LastName