[In the British Virgin Islands, a company’s charter documents that are comparable to a US-domestic corporation’s articles or certificate of incorporation and bylaws are called Memorandum of Association and Articles of Association, respectively. Effective December 13, 2007, we amended and restated our Memorandum and Articles of Association (our “Amended M&A”) to: (a) make our shares eligible for a direct registration] [TERRITORY OF THE BRITISH VIRGIN ISLANDS AMENDED AND RESTATED OF DESWELL INDUSTRIES, INC. Incorporated on December 2, 1993 Amended and Restated on 13th day of December, 2007 INCORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS AMENDED AND RESTATED OF DESWELL INDUSTRIES, INC. 1.1 DEFINITIONS AND INTERPRETATION 1.2 In this Memorandum of Association and the attached Articles]