SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For ~~March~~June 3113, 2023

Commission File Number: 0-17601

BONSO ELECTRONICS INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Unit 1404, 14/F, Cheuk Nang Centre,

9 Hillwood Road, Tsimshatsui

Kowloon, Hong Kong

(Address of principal executive offices)

Albert So, Chief Financial Officer and Secretary

Tel: (852) 2605-5822 Fax: (852) 2691-1724

Email: albert@bonso.com

Unit 1404, 14/F, Cheuk Nang Centre,

9 Hillwood Road, Tsimshatsui

Kowloon, Hong Kong

(Name, Telephone, email and/or fax number and address of Company Contact Person)

[Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]

Form 20-F ___X__ Form 40-F ______

[Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes _____ No ___X__

	Page
Consolidated Financial Statements	3
Unaudited Consolidated Balance Sheet as of September 30, 2022 and Audited Consolidated Balance Sheets as of March 31, 2022	4
Unaudited Consolidated Statements of Operations and Comprehensive (Loss) / Income for the Six-Month Periods Ended September 30, 2022, and September 30, 2021	5
Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Liquidity and Capital Resources	6
Stock Repurchase Program	7
Signature	8
Exhibits
99.1 Press Release disclosing Results of Operations dated March 30. 2023

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

2Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

~~Unaudited~~Notice ~~Consolidated~~of ~~Balance~~Delisting or ~~Sheets~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The Board of Directors (~~Expressed~~the in“Board”) of ~~United~~Bonso ~~States~~Electronics ~~Dollars~~International, Inc. (the “Company”) has determined to voluntarily delist the Company’s common stock from The Nasdaq Stock Market, LLC (“Nasdaq”), which trades under the symbol “BNSO” and, based upon ownership of its shares by fewer than 300 holders of record, to deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and suspend its public reporting obligations. The Company notified Nasdaq of the Board’s determination on June 12, 2023.

	March 31,			September 30,
	2022			2022
		$ in thousands			$ in thousands
		(Audited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents		6,740			5,544
Trade receivables, net		1,493			1,250
Other receivables, deposits and prepayments		762			893
Inventories, net		2,127			915
Income tax recoverable		5			5
Financial instruments at fair value		395			562
Total current assets		11,522			9,169
Investment in life settlement contracts		167			169
Other intangible assets		1,600			1,294
Deferred tax asset		333			333
Right-of-use assets		133			57
Property, plant and equipment, net		9,995			8,797
Total assets		23,750			19,819
Liabilities and stockholders’ equity
Current liabilities
Notes payable - secured		74			27
Bank loans - secured		258			64
Accounts payable		531			455
Contract liabilities		320			320
Accrued charges and deposits		3,243			3,187
Refund liabilities		28			27
Payable to affiliated party		80			80
Lease liabilities		114			57
Total current liabilities		4,648			4,217
Lease liabilities, non-current		19			0
Long-term deposit received		818			818
Long-term loan		2,922			2,985
Total liabilities		8,407			8,020
Stockholders’ equity
Common stock par value $0.003 per share
- authorized shares - 23,333,334
- issued shares: Mar 31, 2022 - 5,828,205; Sep 30, 2022 - 5,828,205		17			17
outstanding shares: Mar 31, 2022 - 4,857,187; Sep 30, 2022 - 4,857,187
Additional paid-in capital		22,795			22,795
Treasury stock at cost: Mar 31, 2022 - 971,018; Sep 30, 2022 - 971,018		(3,082	)		(3,082	)
Accumulated deficit		(7,083	)		(8,682	)
Accumulated other comprehensive income		2,696			751
		15,343			11,799
Total liabilities and stockholders’ equity		23,750			19,819

The Company intends to file a Form 25 with the Securities and Exchange Commission on or about June 23, 2023, and the Nasdaq delisting is expected to become effective on or about July 11, 2023, at which time trading on Nasdaq will cease. The common stock may thereafter be eligible for quotation on the Pink tier of OTC Markets Group if market makers commit to making a market in the Company’s shares. The Company can provide no assurance that trading in its common stock will continue on the OTC Markets Group or otherwise.

3After the Nasdaq delisting becomes effective, the Company will file a Form 15 with the Securities and Exchange Commission on or about July 12, 2023, at which time the Company anticipates that its obligation to file periodic reports under the Exchange Act, including annual and current reports on Form 20-F, and Form 6-K, respectively, will be suspended, and that all requirements associated with being an Exchange Act-registered company, including the requirement to file current and periodic reports, will terminate permanently 90 days thereafter.

~~Unaudited~~Following ~~Consolidated~~deregistration, ~~Statements~~the Company intends to voluntarily make periodic financial and other information available to its shareholders via its website at www.Bonso.com. Upon termination of ~~Operations~~the registration of its common stock, the Company's securities will not be eligible for trading on any national exchange ~~and~~or ~~Comprehensive~~the ~~Income~~OTCQB market.

~~(Expressed~~The Company may periodically elect to repurchase shares on the open market at prevailing market prices or in ~~United~~privately ~~States~~negotiated ~~Dollars)~~transactions following the filing of the Form 15.

	Six months ended September 30, 2021			Six months ended September 30, 2022
		$ in thousands			$ in thousands
		(unaudited)			(unaudited)
Net revenue		6,006			5,373
Cost of revenue		(3,353	)		(4,103	)
Gross profit		2,653			1,270
Selling, general and administrative expenses		(4,736	)		(2,715	)
Other income, net		151			23
Loss from operations		(1,932	)		(1,422	)
Non-operating expenses, net		(182	)		(177	)
Loss before income taxes		(2,114	)		(1,599	)
Income tax expense		—			—
Net loss		(2,114	)		(1,599	)
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments, net of tax		(285	)		(1,945	)
Comprehensive loss		(2,399	)		(3,544	)
Earnings / (loss) per share
Weighted average number of shares outstanding		4,857,187			4,857,187
Diluted weighted average number of shares outstanding		4,857,187			4,857,187
Loss per common share (in U.S.Dollars)		(0.44	)		(0.33	)
Loss per common share (in U.S.Dollars) - assuming dilution		(0.44	)		(0.33	)

On June 13, 2023, the Company issued a press release announcing its intention to delist from Nasdaq and providing additional information about the reasons for the Board’s decision. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 6-K.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED SEPTEMBER 30, 2022 AND 2021

1. These financial statements, including the consolidated balance sheet as of March 31, 2022, which was derived from audited financial statements, do not include all of the information and notes required by U.S. Generally Accepted Accounting Principles for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022.

2. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year ending March 31, 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Bonso Electronics designs, develops, manufactures, assembles and markets a comprehensive line of electronic scales, weighing instruments, health care products and pet electronic products.

During the six-month period ended September 30, 2022, our net revenue decreased approximately $633,000, or 10.5%, as compared to the six-month period ended September 30, 2021. The primary reason for the decrease in net revenue was the decreased overall demand for our pet electronic products during the period. We recognized a net loss of approximately $1,599,000 for the six-month period ended September 30, 2022, as compared to a net loss of approximately $2,114,000 for the six-month period ended September 30, 2021.

Our net revenue during the six-month period ended September 30, 2022 decreased as a result of decreased sales of pet electronic products through online sales channels. We are continuing electronic scale and pet electronic product development efforts and increasing our efforts to market our products..

The redevelopment of our Shenzhen factory has been delayed and we are continuing to work with our development partner to obtain the remaining governmental approvals for the redevelopment of the Shenzhen factory. As the pandemic is over, we expect the redevelopment project will move forward.

On March 30, 2023, the Company issued a press release disclosing its results of operations for the six-month period ended September 30, 2022. A copy of this press release is attached to this Form 6-K as exhibit 99.1.

Results of Operations

Six-Month Period Ended September 30, 2022 Compared to the Six-Month Period Ended September 30, 2021

Net Revenue. During the six-month period ended September 30, 2022, our net revenue decreased 10.5%, or approximately $633,000, from approximately $6,006,000 for the six-month period ended September 30, 2021 to approximately $5,373,000. The decreased revenue was primarily the result of a decrease in overall demand for our pet electronic products.

Cost of Revenue. During the six-month period ended September 30, 2022, cost of revenue increased to approximately $4,103,000 from approximately $3,353,000 during the six-month period ended September 30, 2021, an increase of approximately $750,000, or 22.4%. As a percentage of revenue, the cost of revenue increased from 55.8% to 76.4%. The increase was primarily the result of increased material costs and reduced selling prices during the six-month period ended September 30, 2022.

Gross Margin. As a result of the factors noted above, gross margin decreased by $1,383,000 from $2,653,000 in the six months ended September 30, 2021 to $1,270,000 during the six months ended September 30, 2022. As a percentage of revenue, gross margin decreased to 23.6% during the six-month period ended September 30, 2022 as compared to 44.2% during the same period in the prior year.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by 42.7%, or approximately $2,021,000, from approximately $4,736,000 for the six-month period ended September 30, 2021 to approximately $2,715,000 for the six-month period ended September 30, 2022. The decrease was primarily the result of reduced selling expenses due to decreased sales of pet electronic products sold through online channel, and a one-off provision of loss in financial instruments at an amortized cost of approximately $523,000 during the six-month period ended September 30, 2021 but there was no such loss accrued during the six-month period ended September 30, 2022.

Other Income, Net. Other income, net decreased approximately $128,000, or 84.8%, from approximately $151,000 for the six-month period ended September 30, 2021 to approximately $23,000 for the six-month period ended September 30, 2022. The decrease was a result of decreased government subsidy received during the six-month period ended September 30, 2022.

Loss From Operations. As a result of the above changes, loss from operations was approximately $1,422,000 for the six-month period ended September 30, 2022, compared to a loss from operations of approximately $1,932,000 for the six-month period ended September 30, 2021, a decrease in loss of approximately $510,000.

Non-operating Expenses, Net. Non-operating expenses, net decreased from approximately $182,000 for the six-month period ended September 30, 2021 to approximately $177,000 for the six-month period ended September 30, 2022. The decrease in net non-operating expenses was primarily the result of increased interest income received during the six-month period ended September 30, 2022.

Net Loss. As a result of the above changes, net loss decreased from approximately $2,114,000 for the six-month period ended September 30, 2021 to approximately $1,599,000 for the six-month period ended September 30, 2022, a decrease of approximately $515,000.

Foreign Currency Translation Adjustments, Net of Tax. Foreign currency translation adjustments, net of tax increased from a loss of approximately $285,000 for the six-month period ended September 30, 2021 to a loss of approximately $1,945,000 for the six-month period ended September 30, 2022, an increase of approximately $1,660,000. The loss was primarily attributable to the result of the revaluation of assets denominated in Chinese Yuan (“CNY”) due to different CNY/USD exchange rates at the balance sheet dates of March 31, 2022 and September 30, 2022.

Comprehensive Loss. As a result of the factors described above, comprehensive loss increased from approximately $2,399,000 for the six-month period ended September 30, 2021, to approximately $3,544,000 for the six-month period ended September 30, 2022.

Liquidity and Capital Resources

We have financed our growth and cash needs to date primarily from internally generated funds and bank debt. We do not use off-balance sheet financing arrangements, such as securitization of receivables or obtaining access to assets through special purpose entities, as sources of liquidity. Our primary uses of cash have been to fund operations, expansions and upgrades of our manufacturing facilities.

As of September 30, 2022, we had approximately $5,544,000 in cash and cash equivalents as compared to approximately $6,740,000 as of March 31, 2022. As of September 30, 2022, working capital was approximately $4,952,000, compared to approximately $6,874,000 as of March 31, 2022. The decrease was the result of loss generated from operations and repayment of bank loans, during the six-month period ended September 30, 2022.

We believe that our cash flows from operations, our current cash balance and funds available under our working capital and credit facilities will be sufficient to meet our working capital needs and planned capital expenditures for the next twelve months.

Stock Repurchase Program

The following table contains the Company’s purchases of equity securities during the six-month period ended September 30, 2022.

Issuer Purchases of Equity Securities
Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1, 2022 to April 30, 2022		—		—		—	$	2,825,537
May 1, 2022 to May 31, 2022		—		—		—	$	2,825,537
June 1, 2022 to June 30, 2022		—		—		—	$	2,825,537
July 1, 2022 to July 31, 2022		—		—		—	$	2,825,537
August 1, 2022 to August 31, 2022		—		—		—	$	2,825,537
September 1, 2022 to September 30, 2022		—		—		—	$	2,825,537
TOTAL		—		—		—

During the six-month period ended September 30, 2022, the Company has not purchased any shares of its common stock under the share repurchase program. As of September 30, 2022, the Company (through its subsidiary) had repurchased an aggregate of 1,005,018 shares of its common stock. The Company may from time to time repurchase additional shares of its Common Stock under this program.

Exhibits

99.1 Press Release ~~disclosing Results of Operations~~ dated ~~March~~June 3013, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BONSO ELECTRONICS INTERNATIONAL, INC. (Registrant)
Date: March 31, 2023	By:	/s/ Albert So
Date: June 13, 2023	By:	/s/ Albert So

Albert So, Chief Financial Officer and Secretary

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