[TABLE OF CONTENTS Page FINANCIAL STATEMENTS AND CURRENCY PRESENTATION 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 3] [TENANCY AGREEMENT Lessor ( Party A ) : Shenzhen ShekouYuYee Shareholding Co Ltd Address : 4/F, 38 Wan Ha Road, Shekou, Nanshan, Shenzhen Postal code : 518067 Agent : Address : Postal code : Lessee (Party B) : Jetcrown Industrial (Shenzhen) Limited Address : Wing Village Industrial Estate, Shekou, Shenzhen. Postal code : Business Registration No. or Identity Card No.] [TENANCY AGREEMENT According to the laws and regulations of the Country, province and the district, and through negotiation of both parties, Party A agree to let the property to Party B, detail of the tenancy agreement are as follow: 1. Contract related parties Landlord: (Party A) Shenzhen Shekou Real Property Company Representative:Wong Bin Chim th Address: 15 Telephone: 26861460,26861829 Lessee:] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY I, Richard Lau, 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] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY I, C. P. LI, 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. Richard Lau Chief Executive Officer Eliza Y. P. Pang Chief Financial Officer] [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. 33-97162, 333-07946, 333-110236 and 333-130738) of Deswell Industries, Inc. (the “Company”) of our report dated June 16, 2006, relating to the consolidated financial statements, appearing in the Company’s Form 20-F for the year]