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                                                                    EXHIBIT 4.3

                      [STANDARD CHARTERED BANK LETTERHEAD]



DATE: 31st May 2001

OUR REF: C&I/LC/TEAM3/BKE


CONFIDENTIAL


Kwanasia Electronics Co. Ltd.
Units 10-14, 19/F
Kwong Sang Hong Centre
151-153 Hoi Bun Road
Kwun Tong
Kowloon


Attn.: Mr. Lee Shu Kwan/Mr. Tam Man Chi


Dear Sirs,


               BANKING FACILITIES: KWANASIA ELECTRONICS CO. LTD.

We are pleased to confirm that the Bank is willing to make available to your
company (the "Company") the following working capital facilities up to the
amounts indicated.

1.      CURRENT ACCOUNT OVERDRAFT - HKD1,000,000.-
        (TO BE INCREASED TO HKD3,000,000.- UPON EXPIRY/CANCELLATION OF THE
        STANDBY LETTER OF CREDIT IN FAVOUR OF CHINA CONSTRUCTION BANK OF
        HKD2,000,000.- MENTIONED BELOW)

Note
Unutilised Overdraft facility may be available for all bills transactions.

2.      TRADE FINANCE GROUP 1 - HKD11,000,000.-

3.      TRADE FINANCE GROUP 2 - HKD4,000,000.-

4.      TRADE FINANCE GROUP 3 - HKD4,000,000.-


The above Trade Finance Groups 1, 2 and 3 are complementary and the combined
outstandings are not to exceed HKD11,000,000.-. Similarly the combined
outstandings of Trade Finance Groups 2 and 3 are not to exceed HKD4,000,000.-.
For product availability, please see the attachment to this letter.
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                                                             STANDARD CHARTERED

KWANASIA ELECTRONICS CO. LTD.                                       PAGE 2



Prior evidence of insurance is required for all "free on board" and "cost and
freight" shipments under import letters of credit.

Combined usance and loan period of any one transaction under import facilities
is not to exceed 90 days.

Usance period of export facilities is not to exceed 30 days.

Packing credits allowed with maximum 70% advance for up to 90 days or the expiry
date of the related letters of credit, whichever is earlier.

The Company undertakes not to accept any amendments to the master letters of
credit without the prior written consent of the Bank.

5.      STANDBY LETTERS OF CREDIT - HKD4,000,000.- (TO BE REDUCED TO
        HKD2,000,000.- UPON EXPIRY/CANCELLED OF THE STANDBY LETTER OF CREDIT IN
        FAVOUR OF CHINA CONSTRUCTION BANK OF HKD2,000,000.-)

For the issuance of standby letters of credit up to 1 year in favour of
Industrial & Commercial Bank of China and China Construction Bank each for
HKD2,000,000.-

6.      FACTORING FACILITY - HKD10,000,000.-

For purchase of receivables in accordance with the terms of the Receivables
Purchase Agreement entered into and the rider (if any) from time to time agreed
between the Bank and the Company ("Agreement").

Expressions used in this section have the same meanings as defined in the
Agreement unless otherwise defined or the context otherwise requires.

The above limit represents the FIU Limit.

Customer list to be advised to and approved by the Bank from time to time.

Prepayment will be made by the Bank up to the Prepayment Percentage (if not
zero) less the Bank's Service Charge, but subject to the FIU Limit and the
Concentration Percentage not being exceeded, and conditional upon compliance in
all other respects with the terms of the Agreement.

Credit insurance cover (if applicable) will be taken out in the Bank's name with
either a credit insurer or factoring company appointed by the Bank.
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                                                             STANDARD CHARTERED

KWANASIA ELECTRONICS CO. LTD.                                       PAGE 3




The following will also be required for all receivables purchased by the Bank:-

(1)     copy of invoice endorsed with notice of assignment of the relevant debt
        to the Bank and otherwise complying with the terms of the Agreement;

(2)     if required by the Bank, formal assignment of debt in the Bank's
        approved form, duly executed by you;

(3)     evidence of delivery of goods or completion of services satisfactory to
        the Bank.

Collection will be done either through the Bank, the Bank's service provider or
a factoring company appointed by the Bank. All proceeds are directly payable to
the Bank.

Discounting Charge will be payable monthly, calculated as the percentage
stipulated in the Agreement of the Funds In Use from time to time.

Service Charge will be calculated as stipulated in the Agreement.

7.      TREASURY FACILITY

The Bank will be pleased to quote rates for foreign exchange spot transactions
and forward transactions (including forward transactions on a non-deliverable
basis) up to 180 days. Quotes for same day or next day settlement can normally
be provided subject to the currency involved and the time of day. Such quotes
will always be at the sole discretion of the Bank.

INTEREST, COMMISSIONS AND FEES

Unless otherwise specified, interest on all sums advanced will be payable
monthly in arrears at Prime. A default rate of Prime plus 8% per annum will
apply to amounts not paid when due or in excess of agreed facility amounts.
"Prime" means the rate which we announce or apply from time to time as our prime
rate for lending Hong Kong Dollars. Commissions will be charged at our standard
rates unless otherwise stipulated. Export bills will be discounted at our
standard bills finance rate minus 0.25% per annum for Hong Kong Dollar Bills and
at our standard bills finance rates plus 1.5% per annum for foreign currency
bills. Import bills will be financed at our standard bills finance rate minus
0.25% per annum for Hong Kong Dollar bills and at our standard bills finance
rates plus 0.75% per annum for foreign currency bills. All past due bills shall
bear interest at 4% per annum above the rates charged on your regular bills
outstandings.



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                                                             STANDARD CHARTERED

KWANASIA ELECTRONICS CO. LTD.                                       PAGE 4



Commission on Letters of Credit/Standby Letters of Credit Opening

First USD50,000.-                                     1/4%
USD50,001.- to USD150,000.-                           1/12%
Balance                                               1/24%

Commission in Lieu of Exchange

All amounts                                           1/8%

Commission on Import Acceptance

1/8% per month


You shall pay to the Bank an arrangement fee of HKD1,000.-, payable on the date
on which the Bank's offer of the above facilities are accepted by you as
signified by your counter-signing of this letter. The arrangement fee is
non-refundable in any event. A handling fee in an amount to be mutually agreed
will be payable on each anniversary of the date of this letter if the facilities
are continuing. The fees will be debited to your current account.

Whether or not the documentation for the above facilities is executed or the
facilities are made available to you as contemplated following your acceptance
of this letter, you shall forthwith on demand reimburse the Bank all out of
pocket expenses (including but not limited to legal fees and disbursements)
incurred by the Bank in connection with the facilities including, without
limitation, the negotiation, preparation, execution and/or enforcement of this
letter and the documentation.

AVAILABILITY AND REPAYMENT

The above facilities are subject to periodic review by the Bank at its
discretion, and it is expressly agreed that they will at all times be available
at the sole discretion of the Bank. Notwithstanding any other provisions
contained in this letter or in any other document, the Bank will at all times
have the right to require immediate payment and/or cash collateralisation of all
or part of any sums actually or contingently owing to it in respect of the above
facilities. 1-5 and 7, and the right to immediately terminate or suspend, in
whole or in part, all of the above facilities 1-7 and all further utilisation of
these facilities.

ASSIGNMENT

The Company may not assign or transfer all or any of its rights, benefits or
obligations under this letter (and any documentation or transactions to which
this letter relates) without the Bank's prior written consent.



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                                                             STANDARD CHARTERED

KWANASIA ELECTRONICS CO. LTD.                                       PAGE 5


The Bank may at any time assign or transfer to any one or more banks or other
financial institutions all or any of its rights, benefits or obligations under
this letter (and any documentation or transactions to which this letter relates)
or change its lending office.

DOCUMENTATION

Before the above facilities may be used, the enclosed copy of this letter must
be signed by the Company and returned to us together with a certified copy of
appropriate authorising board resolutions.

The following documentation are held/will also be required:

-       General Customer Agreement executed by the Company.

-       Receivables Purchase Agreement and other related documents, including
        without limitation formal assignment of debt where required, in the
        Bank's approved forms for the above Facility 6.

-       All monies first legal charge over the property known as Units 10-14,
        19/F., Kwong Sang Hong Centre, 151-153 Hoi Bun Road, Kwun Tong, Kowloon
        in the name of the Company. Insurance for the insurable value is to be
        arranged through mutually acceptable insurers and is to be assigned to
        and held by the Bank. If not otherwise paid, we will have the right to
        pay the premiums and debit your current account. We will require a
        formal valuation before the facilities are used, and annually thereafter
        a desk-top valuation with a full valuation every third year.

-       Letter of undertaking by Messrs. Lee Shu Kwan and Tam Man Chi
        covenanting that no personal guarantee will be given to any other banks
        for the account of the Company.

-       Signed original copies of the audited financial statements of the
        Company and Deswell Industries, Inc. within 9 months after their
        financial year end. A signed original copy of the Company's interim
        management accounts within 3 months from statement date. Such other
        information as the Bank may request from time to time.



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                                                             STANDARD CHARTERED

KWANASIA ELECTRONICS CO. LTD.                                       PAGE 6



UNDERTAKINGS

The Company undertakes to the Bank that it will:

-       Immediately inform the Bank of any change of the Company's directors or
        beneficial shareholders or amendment of its memorandum or articles of
        association.

Deswell Industries, Inc. undertakes to the Bank that it will:

-       Give the Bank prior notice if it offers corporate guarantee and/or
        personal guarantee of its directors to any other banks or financial
        institutions for and on behalf of the Company.

CONDITION

-       No in-house bills from related companies including Jetcrown Industrial
        Ltd., Deswell Industries, Inc. and Kwanta Precision Metal Products Co.
        Ltd. would be accepted.

By acceptance of this letter the Company gives consent to the Bank to disclose
details of the Company's account relationship with the Bank (including credit
balances and any security given for the facilities) to (i) its Head Office and
any of its offices, branches, related companies or associates, (ii) any actual
or proposed participant or sub-participant in, or assignee or novatee of the
Bank's rights in relation to the Company's accounts, (iii) any agent, contractor
or third party service provider which provides services of any kind to the Bank
in connection with the operation of its business, and (iv) any financial
institution with which the Company has or proposes to have dealings to enable
credit checks to be conducted on the Company.

Please sign the enclosed copy of this letter and return it to the Bank's Credit
Operations at 11th Floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun
Tong, Kowloon for the attention of Ms. Peggy Yiu, within one month after the
date of this letter, after which this offer will lapse. When accepted, this
letter will supersede any previous facility letter which the Bank has issued to
the Company. This letter will be governed by Hong Kong SAR law.



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                                                             STANDARD CHARTERED

KWANASIA ELECTRONICS CO. LTD.                                       PAGE 7



We enclose a set of documents which should also be completed and returned to the
Bank at the above mentioned address. If you have any queries regarding the
completion of the required documents, please contact Ms. Peggy Yiu, whose
telephone number is 2282-6611. With regard to queries on banking arrangements,
you can contact your Senior Relationship Manager Ms. Angela Leung, whose
telephone number is 2282-6415.

We are pleased to be of service to you and take this opportunity to thank you
for your custom.


Yours faithfully,
For and on behalf of STANDARD CHARTERED BANK



/S/  ANITA POON
-----------------------------------
Anita Poon
Senior Credit Documentation Manager


AP/LC/kc
Encl.



Agreed.
For and on behalf of KWANASIA ELECTRONICS CO. LTD.



/S/ [SIGNATURE ILLEGIBLE]
-----------------------------------



Agreed.
For and on behalf of DESWELL INDUSTRIES, INC.


/S/ [SIGNATURE ILLEGIBLE]
-----------------------------------


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                         KWANASIA ELECTRONICS CO. LTD.




ATTACHMENT REGARDING TRADE FINANCE PRODUCTS

This attachment forms an integral part of our banking facility letter dated 31st
May 2001.

You may use any product or aggregate of products in any one group up to the
limit shown in the attached banking facility letter.


Trade Finance Group 1

-       Discrepant Credit Bills Negotiated - with recourse

-       Purchase of Documents Against Payment Bills of Exchange secured by goods

-       Purchase of Documents Against Acceptance Bills of Exchange with
        ECA/approved insurance cover

-       Back to Back Letters of Credit

-       Import Letters of Credit        - sight and usance
                                        - secured by goods



Trade Finance Group 2

-       Purchase of Documents Against Acceptance Bills of Exchange without
        ECA/approved insurance cover

-       Purchase of Documents Against Payment Bills of Exchange not secured by
        goods

-       Import Letters of Credit        - sight and usance
                                        - not secured by goods

-       Shipping Guarantees



Trade Finance Group 3

-       Pre-shipment Loan - i.e. Packing Credit

-       Acceptance of draft under Import Letter of Credit

-       Release of Documents Against Acceptance or Trust Receipt

-       Loans Against Trust Receipt

-       Post Import Loans