[TABLE OFNTENTS Page INTRODUCTION 3 FINANCIAL STATEMENTS AND CURRENCY PRESENTATION 3 PART I 3 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISORS 3 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 Item 3. KEY INFORMATION 3 Item 4. INFORMATION ON THEMPANY 20 Item 4A. UNRESOLVED STAFFMMENTS 30] [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] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) I, HERMAN WONG, 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] [(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 Herman Wong, Chief Financial Officer EX-13.1 dswl031320f_ex13-1.htm 4 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, 333-147790 and 333-171314) of Deswell Industries, (thempany) of our reportsted July 16, 2013, relating to thensolidated financial statements and the effectiveness of thempanys internalntrol over financial reporting appearing in] [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, 333-147790 and 333-171314) of Deswell Industries, (thempany) of our reportted August 2, 2011, relating to thensolidated financial statements which appear in this Form 20-F.]