[] [O2 MICRO INTERNATIONAL LIMITED 2015 SHARE INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) ADS (b) Affiliate Associate (c) (d) Assumed (e) Award (f) Award Agreement (g) Board (h) 1 Cause (i) Code (j) Committee (k) Company (l) Consultant (m) Continuous Service (n) 2 Corporate Transaction (o) (i) (ii) (iii) (iv) (v) Director (p) Disability (q) 3] [] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of O2Micro International Limited and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting dated April 23, 2015, appearing in the Annual Report on Form]