SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 1106 - 1110 11/F, Star House 3 Salisbury Road Tsimshatsui Kowloon, Hong Kong (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 STOCK, PAR VALUE $.003 WARRANTS TO PURCHASE COMMON STOCK Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 5,709,859 shares of common stock, $0.003 par value, at March 31, 2003 (includes 180,726 shares that are disputed and may be repurchased). Indicate by check mark whether the Registrant: (1) 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 (2) 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] Item 19. Exhibits. 4.3 Anthony So Employment Agreement effective April 1, 2003* 4.4 Cathy Kit Teng Pang Employment Agreement effective April 1, 2003* 4.5 Kim Wah Chung Employment Agreement effective April 1, 2003* 12.1 Certification Pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 12.2 Certification of Officer Pursuant to Section 302 of ths Sarbanes-Oxley Act of 2002. 12.3 Certification of Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * Contracts were filed with the initial filing of the Company's Form 20-F, and this filing is being made to include the amendments to those contracts that were reflected in the final executed copies of those contracts. SIGNATURE The registrant hereby certifies that is meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment to its Annual Report on its behalf. BONSO ELECTRONICS INTERNATIONAL INC. Dated: December 28, 2006 /s/ Anthony So -------------------------------- Anthony So, President