[] [TERRITORY OF THE BRITISH VIRGIN ISLANDS AMENDED AND RESTATED OF DESWELL INDUSTRIES, INC. Incorporated on December 2, 1993 Amended and Restated on 13th day of December, 2007 Amended and Restated on 30th day of March, 2010 INCORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS AMENDED AND RESTATED OF DESWELL INDUSTRIES, INC. 1.1 DEFINITIONS AND INTERPRETATION 1.2] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) I, FRANKI S. F. TSE, certify that: 1. I have reviewed this annual report on Form 20-F of Deswell Industries, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BYRULE 13A-14(A) I, BETTY LAM, certify that: 1. I have reviewed this annual report on Form 20-F of Deswell Industries, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Franki S. F. Tse, Chief Executive Officer Betty Lam Chief Financial Officer EX-13.1 5 v56825exv13w1.htm EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, Inc. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738 and 333-147790) of Deswell Industries, Inc. (the “Company”) of our reports dated July 29, 2010, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over financial]

[TABLE OFNTENTS Page INTRODUCTION 3 FINANCIAL STATEMENTS AND CURRENCY PRESENTATION 3 PART I 3 Item IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISORS 3 Item OFFER STATISTICS AND EXPECTED TIMETABLE 3 Item KEY INFORMATION 3 Item INFORMATION ON THEMPANY 18 Item UNRESOLVED STAFFMMENTS 28 Item OPERATING AND FINANCIAL REVIEW AND PROSPECTS] [TERRITORY OF THE BRITISH VIRGIN ISLANDS AMENDED AND RESTATED OF DESWELL INDUSTRIES,orporated on December2, 1993 Amended and Restated on 13thy of December, 2007 Amended and Restated on 30thy of March, 2010ORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS AMENDED AND RESTATED OF] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) I, FRANKI S. F. TSE, certify that: 1.I have reviewed this annual report on Form 20-F of Deswell Industries, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BYRULE 13A-14(A) I, BETTY LAM, certify that: 1.I have reviewed this annual report on Form 20-F of Deswell Industries, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Franki S. F. Tse, Chief Executive Officer Betty Lam Chief Financial Officer EX-13.1 v56825exv13w1.htm 5 EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, We herebynsent to theorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738 and 333-147790) of Deswell Industries, (thempany) of our reportsted July29, 2010, relating to thensolidated financial statements and the effectiveness of thempanys internalntrol over financial reporting, which appear in this]