[] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) I, EDWARD SO KIN CHUNG, 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, 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Edward So Kin Chung, Chief Executive Officer Herman Wong 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, 333-147790, 333-171314, and 333-199739) of Deswell Industries, Inc. (the “Company”) of our report dated July 27, 2016, relating to the consolidated financial statements, which appear in the Company’s Annual Report on]