[U.S. GAAP þ International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨ ¨ Item 18 ¨ ¨ Yes þ No (1) Page INTRODUCTION 3 FINANCIAL STATEMENTS AND CURRENCY PRESENTATION 3 PART I 3 TEM I IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 3 TEM I] [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, in light of the circumstances under which such statements] [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 of the circumstances under which such statements were made,] [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 results of operations of the Company. Franki S. F. Tse, Chief Executive Officer Herman Wong Chief Financial Officer] [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 August 2, 2011, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting, which appear in this Form]