[] [INTEGRATED INTERNATIONAL LTD. STOCK PURCHASE AGREEMENT Among S. K. LEE and and DESWELL INDUSTRIES, INC. August 17, 2007 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement Agreement Lee Tam Sellers Company DESWELL INDUSTRIES, INC Purchaser WHEREAS, WHEREAS, WHEREAS, Now Therefore The Parties Hereby Agree As Follows Purchase and Sale of Stock. 1. Sale of the Securities 1.1 Integrated Shares (A) Subject] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) 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,] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) I, BETTY LAM, 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] [(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 Betty Lam 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. 333-110236, 333-130738 and 333-147790) of Deswell Industries, Inc. (the “Company”) of our reports dated September 17, 2008, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over financial]

[TABLE OFNTENTS Page Introduction 3 Financial Statements and Currency Presentation 3 Part I 3 Item1. Identity of Directors, Senior Management andvisors 3 Item2. Offer Statistics and Expected Timetable 3 Item3. Key Information 3 Item4. Information on thempany 15 Item4A. Unresolved Staffmments 25 Item5. Operating and Financial Review and Prospects] [INTEGRATED INTERNATIONAL STOCK PURCHASEREEMENT Among S. K. LEE and and DESWELL INDUSTRIES, August17, 2007 STOCK PURCHASEREEMENT This Stock Purchasereementreement Lee Tam Sellersmpany DESWELL INDUSTRIES, Purchaser WHEREAS, WHEREAS, WHEREAS, Now Therefore The Parties Herebyree Follows Purchase andle of Stock. 1.le of the Securities] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) I, FRANKI S. F. TSE, certify that: 1.I have reviewed this annual report on Form 20-F of Deswell Industries, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) I, BETTY LAM, certify that: 1.I have reviewed this annual report on Form 20-F of Deswell Industries, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Franki S. F. Tse, Chief Executive Officer Betty Lam Chief Financial Officer v43702exv13w1.htm 5 EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, We herebynsent to theorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738 and 333-147790) of Deswell Industries, (thempany) of our reportsted September17, 2008, relating to thensolidated financial statements and the effectiveness of thempanys internalntrol over financial reporting, which appear in this]