[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]

[U.S. GAAP International Financial Reporting Standards issued by the International Accounting Standards Board Other Item18 STYLE="FONT-FAMILY:WINGDINGS"> No (1) Page INTRODUCTION 3 FINANCIAL STATEMENTS AND CURRENCY PRESENTATION 3 PARTI 3 TEM I IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISORS 3 TEM I OFFER STATISTICS AND EXPECTED TIMETABLE 3 TEM I KEY INFORMATION] [STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2"> 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] [STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2"> I, HERMAN WONG, certify that: STYLE="font-family:Times New Roman" SIZE="2">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] [STYLE="font-family:Times New Roman" SIZE="2"> 18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2">(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] [STYLE="font-family:Times New Roman" SIZE="2"> Deswell Industries, We herebynsent to theorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, (thempany) of our reportsted August2, 2011, relating to thensolidated financial statements and the effectiveness of thempanys internalntrol over financial reporting, which appear in this Form 20-F.]