[2 TABLE OF CONTENTS PART I Item 1. Identity of Directors, Senior Management and Advisors [5] Item 2. Offer Statistics and Expected Timetable [5] Item 3. Key Information [5] Item 4. Information on the Company [14] Item 4A. Unresolved Staff Comments [21] Item 5. Operating and Financial Review and Prospects [21]] [Significant Subsidiaries of O2MICRO INTERNATIONAL LIMITED 2 2 2 2 2 2 2 2 International Asset Holding Company, a Cayman Islands company] [CERTIFICATION I, Sterling Du, certify that: 1. 2 I have reviewed this annual report on Form 20-F of O 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 were made,] [CERTIFICATION I, Perry Kuo, certify that: 1. O 2 Micro I have reviewed this annual report on Form 20-F of 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 were] [O2Micro International Limited CERTIFICATION 2 Micro International Limited (the “Company”) on Form 20-F for the (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Sterling Du Chief Executive Officer Perry Kuo Chief Financial Officer and Principal Accounting] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 We consent to the incorporation by reference in Registration Statement Nos. 333-12670, 333-12672, 333-98425, 333-101452, 333-107975, 333-116596, 333-132251,333-153436 and 333-162489 on Form S-8 of our reports dated April 29, 2011 relating to the consolidated financial statements of O Deloitte & Touche Taipei, Taiwan Republic of China May 19, 2011]