GRO [AGRIA] 20-F: (Original Filing)

[John Layburn, Chief Financial Officer Phone: +86 (10) 8438 1031 Email: john.layburn@agriacorp.com David Pasquale, Senior Vice President Phone: +1 914 337 1117 Email: david.pasquale@agriacorp.com Room 1206, Huantai Building Two Park Place Bronxville, New York 10708 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of Each class], [List of Subsidiaries Name Place of Incorporation Aero Biotech Science & Technology Co., Ltd PRC Agria Group Ltd British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Ltd Hong Kong Agria Asia Investment Ltd. (formerly Southrich Limited) British Virgin Islands], [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Financial Officer I, John Layburn, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Executive Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Xie Tao Name: Xie Tao Title: Chief Executive Officer v325256_ex13-1.htm 5 EX-13.1], [Certification by the Chief Financial Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John Layburn Name: John Layburn Title: Chief Financial Officer v325256_ex13-2.htm 6 EX-13.2], [[Letterhead of King & Wood Mallesons] October 10, 2012 Agria Corporation Ladies and Gentlemen: Yours faithfully, /s/ King & Wood Mallesons King & Wood Mallesons v325256_ex15-1.htm 7 EX-15.1], [[Letterhead of Maples and Calder] Our ref DLK\630408\5642160v4 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Agria Corporation Room 1206, Huantai Building 10 October 2012 Dear Sir Agria Corporation Company Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Agria Corporation, an exempted limited liability company incorporated in], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S8 No. 333153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated June 29, 2010 (except for Note 6 and Note 22, as to which the date is October 10, 2012),], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated October 10, 2012, on the consolidated financial statements of Agria Corporation, which report appears in the this Annual]

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GRO [AGRIA] 20-F: John Layburn, Chief Financial Officer Phone: +86 (10)

[John Layburn, Chief Financial Officer Phone: +86 (10) 8438 1031 Email: john.layburn@agriacorp.com David Pasquale, Senior Vice President Phone: +1 914 337 1117 Email: david.pasquale@agriacorp.com Room 1206, Huantai Building Two Park Place Bronxville, New York 10708 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of Each class], [List of Subsidiaries Name Place of Incorporation Aero Biotech Science & Technology Co., Ltd PRC Agria Group Ltd British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Ltd Hong Kong Agria Asia Investment Ltd. (formerly Southrich Limited) British Virgin Islands], [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Financial Officer I, John Layburn, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Executive Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Xie Tao Name: Xie Tao Title: Chief Executive Officer v325256_ex13-1.htm 5 EX-13.1], [Certification by the Chief Financial Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John Layburn Name: John Layburn Title: Chief Financial Officer v325256_ex13-2.htm 6 EX-13.2], [[Letterhead of King & Wood Mallesons] October 10, 2012 Agria Corporation Ladies and Gentlemen: Yours faithfully, /s/ King & Wood Mallesons King & Wood Mallesons v325256_ex15-1.htm 7 EX-15.1], [[Letterhead of Maples and Calder] Our ref DLK\630408\5642160v4 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Agria Corporation Room 1206, Huantai Building 10 October 2012 Dear Sir Agria Corporation Company Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Agria Corporation, an exempted limited liability company incorporated in], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S8 No. 333153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated June 29, 2010 (except for Note 6 and Note 22, as to which the date is October 10, 2012),], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated October 10, 2012, on the consolidated financial statements of Agria Corporation, which report appears in the this Annual]

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GRO [AGRIA] 20-F: (Original Filing)

[John Layburn, Chief Financial Officer Phone: +86 (10) 8438 1031 Email: john.layburn@agriacorp.com David Pasquale, Senior Vice President Phone: +1 914 337 1117 Email: david.pasquale@agriacorp.com Room 1206, Huantai Building Two Park Place Bronxville, New York 10708 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of Each class], [List of Subsidiaries Name Place of Incorporation Aero Biotech Science & Technology Co., Ltd PRC Agria Group Ltd British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Ltd Hong Kong Agria Asia Investment Ltd. (formerly Southrich Limited) British Virgin Islands], [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Financial Officer I, John Layburn, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Executive Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Xie Tao Name: Xie Tao Title: Chief Executive Officer v325256_ex13-1.htm 5 EX-13.1], [Certification by the Chief Financial Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John Layburn Name: John Layburn Title: Chief Financial Officer v325256_ex13-2.htm 6 EX-13.2], [[Letterhead of King & Wood Mallesons] October 10, 2012 Agria Corporation Ladies and Gentlemen: Yours faithfully, /s/ King & Wood Mallesons King & Wood Mallesons v325256_ex15-1.htm 7 EX-15.1], [[Letterhead of Maples and Calder] Our ref DLK\630408\5642160v4 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Agria Corporation Room 1206, Huantai Building 10 October 2012 Dear Sir Agria Corporation Company Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Agria Corporation, an exempted limited liability company incorporated in], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S8 No. 333153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated June 29, 2010 (except for Note 6 and Note 22, as to which the date is October 10, 2012),], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated October 10, 2012, on the consolidated financial statements of Agria Corporation, which report appears in the this Annual]

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GRO [AGRIA] 20-F: John Layburn, Chief Financial Officer Phone: +86 (10)

[John Layburn, Chief Financial Officer Phone: +86 (10) 8438 1031 Email: john.layburn@agriacorp.com David Pasquale, Senior Vice President Phone: +1 914 337 1117 Email: david.pasquale@agriacorp.com Room 1206, Huantai Building Two Park Place Bronxville, New York 10708 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of Each class], [List of Subsidiaries Name Place of Incorporation Aero Biotech Science & Technology Co., Ltd PRC Agria Group Ltd British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Ltd Hong Kong Agria Asia Investment Ltd. (formerly Southrich Limited) British Virgin Islands], [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Financial Officer I, John Layburn, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 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], [Certification by the Chief Executive Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Xie Tao Name: Xie Tao Title: Chief Executive Officer v325256_ex13-1.htm 5 EX-13.1], [Certification by the Chief Financial Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John Layburn Name: John Layburn Title: Chief Financial Officer v325256_ex13-2.htm 6 EX-13.2], [[Letterhead of King & Wood Mallesons] October 10, 2012 Agria Corporation Ladies and Gentlemen: Yours faithfully, /s/ King & Wood Mallesons King & Wood Mallesons v325256_ex15-1.htm 7 EX-15.1], [[Letterhead of Maples and Calder] Our ref DLK\630408\5642160v4 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Agria Corporation Room 1206, Huantai Building 10 October 2012 Dear Sir Agria Corporation Company Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Agria Corporation, an exempted limited liability company incorporated in], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S8 No. 333153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated June 29, 2010 (except for Note 6 and Note 22, as to which the date is October 10, 2012),], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated October 10, 2012, on the consolidated financial statements of Agria Corporation, which report appears in the this Annual]

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SGOC [SGOCO] 20-F: (Original Filing)

[] [AMENDMENT NO. 1 TO ESCROW AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Escrow Agreement This Amendment No. 1 to Escrow Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Sponsor Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section 5 (a) of the Escrow Agreement is hereby amended] [AMENDMENT NO. 2 TO SPONSOR AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Sponsor Agreement This Amendment No. 2 to Sponsor Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Escrow Agent Escrow Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section I-1. A. of the Sponsor Agreement is hereby amended] [Employment Agreement Between David Xu and SGOCO Group, Ltd. 1 2 3] [Registered Number: Date of Set-up: TH Address: Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Registered Number: Date of Set-up: Address: Beijing Silver Tower, Room 1817, 2 Dongsanhuan North Road, Chaoyang District, Beijing, China Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Sale and Purchase Agreement by and between Apex Flourish Group Limited and SGOCO Group, Ltd. DATED November 15, 2011 SGOCO GROUP, LTD. as Seller And APEX FLOURISH GROUP LIMITED as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE SHARES OF HONESTY GROUP HOLDINGS LIMITED ______________________________________________________ Cheng Wong Lam & Partners in association with Nixon Peabody LLP and] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong SGOCO (Fujian) Electronic Co., Ltd People’s Republic of China Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the circumstances] [CERTIFICATION I, David Xu, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the circumstances under which] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. , 2012 30 Dated: August , 2012 Dated: August 30] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on F Hong Kong, China August 30, 2012] [Consent of Independent Registered Public Accounting Firm To the Board of Directors of SGOCO Group, Ltd. We hereby consent to the use of our report dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income and other comprehensive income,] [Letter from Independent Registered Public Accounting Firm re: Item 16F .]

SGOC [SGOCO] 20-F:

[] [AMENDMENT NO. 1 TO ESCROW AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Escrow Agreement This Amendment No. 1 to Escrow Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Sponsor Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section 5 (a) of the Escrow Agreement is hereby amended] [AMENDMENT NO. 2 TO SPONSOR AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Sponsor Agreement This Amendment No. 2 to Sponsor Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Escrow Agent Escrow Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section I-1. A. of the Sponsor Agreement is hereby amended] [Employment Agreement Between David Xu and SGOCO Group, Ltd. 1 2 3] [Registered Number: Date of Set-up: TH Address: Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Registered Number: Date of Set-up: Address: Beijing Silver Tower, Room 1817, 2 Dongsanhuan North Road, Chaoyang District, Beijing, China Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Sale and Purchase Agreement by and between Apex Flourish Group Limited and SGOCO Group, Ltd. DATED November 15, 2011 SGOCO GROUP, LTD. as Seller And APEX FLOURISH GROUP LIMITED as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE SHARES OF HONESTY GROUP HOLDINGS LIMITED ______________________________________________________ Cheng Wong Lam & Partners in association with Nixon Peabody LLP and] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong SGOCO (Fujian) Electronic Co., Ltd People’s Republic of China Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the circumstances] [CERTIFICATION I, David Xu, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the circumstances under which] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. , 2012 30 Dated: August , 2012 Dated: August 30] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on F Hong Kong, China August 30, 2012] [Consent of Independent Registered Public Accounting Firm To the Board of Directors of SGOCO Group, Ltd. We hereby consent to the use of our report dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income and other comprehensive income,] [Letter from Independent Registered Public Accounting Firm re: Item 16F .]

CO [China Cord Blood] 20-F: (Original Filing)

[Table of Contents PART I 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4] [List of Subsidiaries Name Jurisdiction China Cord Blood Services Corporation Cayman Islands China Stem Cells Holdings Limited Cayman Islands Beijing Jiachenhong Biological Technologies Co., Ltd. People’s Republic of China Guangzhou Municipality Tianhe Nuoya Bio-engineering Co., Ltd. People’s Republic of China Zhejiang Lukou Biotechnology Co., Ltd. People’s Republic of China China Stem Cells (East) Company Limited British Virgin Islands China Stem] [Certification I, Ting Zheng, certify that: 1. I have reviewed this annual report on Form 20-F of China Cord Blood Corporation; 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 the circumstances under which such statements] [Certification I, Albert Chen, certify that: 1. I have reviewed this annual report on Form 20-F of China Cord Blood Corporation; 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 the circumstances under which such statements] [Certification CHINA CORD BLOOD CORPORATION July 31, 2012 Ting Zheng Chief Executive Officer July 31, 2012 Albert Chen Chief Financial Officer (Principal Financial and Accounting Officer)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors China Cord Blood Corporation: Hong Kong, China July 31, 2012]

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CO [Chinard Bloodrp] 20-F: (Original Filing)

[Table ofntents PART I 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 A. Selected Financialta 4 B.pitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 8 D. Risk Factors] [List of Subsidiaries Name Jurisdiction Chinard Blood Servicesrporationyman Islands China Stem Cellss Limitedyman Islands Beijing Jiachenhong Biological Technologies Peoples Republic of China Guangzhou Municipality Tianhe Nuoya Bio-engineering Peoples Republic of China Zhejiang Lukou Biotechnology Peoples Republic of China China Stem Cells (East)mpany Limited] [Certification I, Ting Zheng, certify that: 1. I have reviewed this annual report on Form 20-F of Chinard Bloodrporation; 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 of the circumstances under which] [Certification I,bert Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Chinard Bloodrporation; 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 of the circumstances under which such] [Certification CHINARD BLOODRPORATION July 31, 2012 Ting Zheng Chief Executive Officer July 31, 2012bert Chen Chief Financial Officer (Principal Financial and Accounting Officer) v317907_ex13-1.htm 5 EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Chinard Bloodrporation: Hong Kong, China July 31, 2012 v317907_ex15-1.htm 6 EX-15.1]

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DSWL [DESWELL INDUSTRIES] 20-F: (Original Filing)

[FORM 20-F (Mark one) o þ For the fiscal year ended March 31, 2012 o For the transition period from __________________ to __________________ o Date of event requiring this shell company report For the transition period from __________________ to __________________ DESWELL INDUSTRIES, INC. British Virgin Island Herman Wong, Chief Financial Officer, o þ o þ þ o þ o o] [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 BY RULE 13A-14(a) I, HERMAN WONG, 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] [(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, Herman Wong] [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, 333-147790 and 333-171314) of Deswell Industries, Inc. (the “Company”) of our reports dated July 20, 2012, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, Inc. 17B, Edificio Commercial Rodrigues, We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, Inc. of our report dated August 2, 2011, relating to the consolidated financial statements, which appears in this Form 20-F. _____________________]

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DSWL [DESWELL INDUSTRIES] 20-F: FORM 20-F (Mark one) o þ For the

[FORM 20-F (Mark one) o þ For the fiscal year ended March 31, 2012 o For the transition period from __________________ to __________________ o Date of event requiring this shell company report For the transition period from __________________ to __________________ DESWELL INDUSTRIES, INC. British Virgin Island Herman Wong, Chief Financial Officer, o þ o þ þ o þ o o] [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 BY RULE 13A-14(a) I, HERMAN WONG, 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] [(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, Herman Wong] [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, 333-147790 and 333-171314) of Deswell Industries, Inc. (the “Company”) of our reports dated July 20, 2012, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, Inc. 17B, Edificio Commercial Rodrigues, We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, Inc. of our report dated August 2, 2011, relating to the consolidated financial statements, which appears in this Form 20-F. _____________________]

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