(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

ASRock Incorporation

2021 Annual General Shareholders' Meeting Minute

l Date and time: 08/20/2021 (Wednesday) 9:30 am
l Venue: Conference Room 202, Mellow Fields Hotel, Tienmu

(No. 127, Road Section 7, ZhongShan North, Shilin District, Taipei)

l Total outstanding shares: 120,642,429 shares
l Total shares with voting rights: 120,642,429 shares
l Total shares held by shareholders presented in person or by proxy: 82,961,530shares
l Percentage of shares held by shareholders presented in person or by proxy: 68.76%
l Chairman: Tung, Hsu-Tien
l Attendees: Tung, Tzu-Hsien (Director of the Board of Directors)

Hsu, Lung-Lun (Director of the Board of Directors)

Wei, Ai (Independent Director of the Board of Directors)

Wu, Chin-Jung (Independent Director of the Board of Directors)

Ouhyoung, Ming (Independent Director of the Board of Directors)
Yang, Chih-Huei (CPA, Ernst & Young)
l Recorder: Lee, Hui-Ju
l The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
l Chairman's Address (omitted)
I. Reports Items:
1. 2020 Business Report. (Please refer to the Appendix 1)
1. Auditing Committee's Review Report on Financial Statements 2020. (Please refer to the Appendix 2)
1. Report on Remuneration to Employees and Directors 2020. (Please refer to the Page 27of the Procedure Handbook)
1. Distribution of Cash Dividend from Earnings 2020. (Please refer to the Page 27of the Procedure Handbook)
1. Report on the "Amendment to the Rules of Procedure of the Board of Directors Meetings". (Please refer to the Appendix 4)

Shareholder (No. 12810) had some queries on each of the Reports Items. The Chairman as well as person in charge responded accordingly.

II. Proposals Items Motion no. 1: [proposed by the Board] Cause of motion:

The 2020 financial statements of ASRock presented for recognition.

Description:

The 2020 financial statements and consolidated financial statements have been audited by Yang, Chih-Huei and Yu, Chien-Ju, CPAs of Ernst & Young, which have been referred to the Auditing Committee together with the 2020 Business Report for review. The Business Report, Auditor's Report, and the aforementioned financial statements were presented for your reference. (Please refer to the Appendix 1~3)

Voting Results:

Number of shares presented at the time of voting	For	Against	Abstained	Invalid
82,961,530	81,993,619	7,162	960,749	0
votes*	votes*	votes*	votes*	votes*
(81,175,740	(80,213,869	(7,162	(954,709
votes)	votes)	votes)	votes)

* including votes casted electronically (number in brackets)

RESOLVED, the above proposal was accepted as submitted.

Motion no. 2: [Proposed by the Board]

Cause of motion:

The 2020 distribution of earnings of ASRock presented for recognition.

Description:

The Company had a net income of NT\$1,363,092,117 in 2020 and plans to pay out to shareholders in accordance with the Articles of Incorporation.
The proposal for distribution of earnings in 2020 (Please refer to the Appendix 5).

	Voting Results:
--	-----------------	--	--

Number of shares
presented at the	For	Against	Abstained	Invalid
time of voting
82,961,530	82,116,554	8,227	836,749	0
votes*	votes*	votes*	votes*	votes*
(81,175,740	(80,336,804	(8,227	(830,709
votes)	votes)	votes)	votes)

* including votes casted electronically (number in brackets)

RESOLVED, the above proposal was accepted as submitted.

Shareholder (No. 12810) had some queries on each of the Proposals Items. The Chairman as well as person in charge responded accordingly.

III. Discussion and Election Items

Motion no. 1: [Proposed by the Board]

Cause of motion:

Amendment to the "Regulations Governing the Election of Directors" of ASRock presented for decision.

Description:

1. Amendment to the "Regulations Governing the Election of Directors" in part in accordance with Letter Jin-Guan-Zheng-Fa-Zi no.1090338980 dated 05/29/2020 and Letter Tai-Zheng-Zhi-Li-Zi no. 1090009468 dated 06/03/2020. The mapping of the clauses before and after the amendment is attached. (Please refer to the Appendix 6)
4. Supplementary Explanation:In compliance with "Measures for public companies to postpone Shareholders' Meetings for Pandemic Prevention" of FSC, the revised date of the Procedures for Election of Directors shall be changed to the actual meeting date of the shareholders' meeting on 08/20/2021.

Number of shares
presented at the	For	Against	Abstained	Invalid
time of voting
82,961,530	82,086,608	8,193	866,729	0
votes*	votes*	votes*	votes*	votes*
(81,175,740	(80,306,858	(8,193	(860,689
votes)	votes)	votes)	votes)

Voting Results:

* including votes casted electronically (number in brackets)

RESOLVED, the above proposal was accepted as submitted.

Motion no. 2: [Proposed by the Board]

Cause of motion:

The issuance of Restricted Stock Awards 2021 presented for decision.

Description:

1. The Company plans to issue of Restricted Stock Awards 2021 pursuant to Paragraph 9 and Paragraph 10 under Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers".
1. The requirement under Article 60-2 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereinafter, "Offering Regulations") is specified below:
A Total amounted to offer: 2,300,000 common shares at NT\$10/share, which makes up the total of NT\$23,000,000.
B Issue Price: NT\$10 per share
C Issue Conditions:
- (1) Vested conditions:
- (a) The Company's overall performance:
  - (1) The Company's EPS was more than NT\$10, i.e. overall weight by 100%, in

the previous year.

(2) The Company's EPS ranged from NT\$7.5 to NT\$10, i.e. overall weight by 50%, in the previous year.
(3) The Company's EPS was less than than NT\$7.5, i.e. overall weight by 0%, in the previous year.
(b) Personal Performance:
(1) The interim performance appraisal ranking more than A (inclusive of A), i.e. personal weight by 100%.
(2) The interim performance appraisal ranking B+ to A (exclusive of A), i.e. personal weight by 80%.
(3) The interim performance appraisal ranking B- to B+ (exclusive of B+), i.e. personal weight by 60%.
(4) The interim performance appraisal ranking C, i.e. personal weight by 0%.
(c) Where any employee, upon expiration of one year after the employee has been hired at the time of subscription for the Restricted Stock Awards (hereinafter referred to as the "RSA"), is free from any violation of laws, the Company's work rules and ethical management best-practice principles in the first year, 40% shares will be vested in the employee, multiplying by the overall weight and then by personal weight.
(d) Where any employee, upon expiration of two years after the employee has been hired at the time of subscription for the Restricted Stock Awards (hereinafter referred to as the "RSA"), is free from any violation of laws, the Company's work rules and ethical management best-practice principles in the second year, 30% shares will be vested in the employee, multiplying by the overall weight and then by personal weight.
(e) Where any employee, upon expiration of three years after the employee has been hired at the time of subscription for the Restricted Stock Awards (hereinafter referred to as the "RSA"), is free from any violation of laws, the Company's work rules and ethical management best-practice principles in the first year, 30% shares will be vested in the employee, and multiplying by the overall weight and then by personal weight.
(2) Response action if the Company's overall performance and employees' personal performance fail to satisfy the vested conditions: When the Company's overall performance fails to satisfy the vested conditions, the Company should buy back the RSA subscribed for pursuant to the Regulations in whole at the issue price upon expiration of the vested period, and cancel the same. When the employees' personal performance fails to satisfy the vested conditions, the Company should buy back the employees' shares in whole at the issue price, and cancel the same.
(3) Response action against any employee's termination of employment, retirement,

occupational sickness, death or general death, transfer to any affiliate and leave without pay:

(a) Any employee who terminates the employment voluntarily, or is laid off for incompetency, dismissed or retired, or dies of any causes other than occupational disasters shall be considered forfeiting the qualification to satisfy the vested conditions on the date of termination of employment, retirement or death. The shares that fail to satisfy the vested conditions should be bought back by the Company in whole at the issued price.
(b) Where any employee who is laid off for incompetency pursuant satisfies any other vested conditions defined by Article 7 herein in the year of the layoff, the shares that satisfy the vested conditions shall refer to the quantity of shares after the number of the employee's service days in the same year multiplies by the quantity of vested shares agreed for the same year as referred to in Article 7 herein. The other shares that fail to satisfy the vested conditions shall be considered forfeiting the qualification to satisfy the vested conditions on the date of the employee's termination of employment and should be bought back by the Company in whole at the issue price.
(c) For employees who become disabled or die due to occupational disasters: Where any employee who cannot keep performing his/her job duty due to physical disability or death satisfies the other vested conditions defined by Article 7 herein: in the year of his/her termination of employment or death shall be considered satisfying the vested conditions for the then year upon expiration of the vested period in the same year, but forfeiting the qualification to satisfy the vested conditions for the next year or the year after next. The shares that fail to satisfy the vested conditions should be bought back by the Company in whole at the issue price.
(d) Transfer to affiliates:

To satisfy the Company's business needs, for the Company's employees who are required to be transferred to the Company's affiliates per the Company's requirement and authorization, their vested conditions shall also be authorized per the Company's requirement when they are serving in the affiliates.

(e) Leave without pay:

Where any employee who takes the leave without pay upon the Company's approval satisfies the other vested conditions defined in Article 7 herein in the year when the leave without pay takes effect, for the RSAs that have not been vested in him/her, his/her employment seniority as defined in Article 7 herein shall be postponed relatively subject to the number of days for his/her leave without pay.

(f) The RSAs bought back by the Company pursuant to the Regulations will be canceled.

D Employees' qualifications and quantity of shares distributable to, or subscribable for by, employees:
(1) Limited to the full-time employees officially enrolled into the Company's organization on the same date of granting of the RSAs. The employees who are allowed to subscribe for the same and subscribable quantity of shares will be authorized by the Chairman, subject to the employees' seniority, job rank/grade, work performance, overall contribution or special achievements, or other management requirements, and submitted to the Board of Directors for approval.
(2) Where the Company issues employee stock warrants under Paragraph 1, Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the cumulative number of shares subscribable for by a single warrant holder of the employee stock warrants, in combination with the cumulative number of RSAs obtained by the single warrant holder, may not exceed 0.3 percent of the Company's total issued shares, and the above in combination with the cumulative number of shares subscribable for by the single warrant holder of employee stock warrants issued by the Company under Paragraph 1, Article 56 of the same Regulations, may not exceed 1% of the Company's total issued shares.
E The reasons why it is necessary to issue the RSAs: The Company desires to recruit and retain the professionals required by the Company and raise the employees' loyalty and sense of belonging toward the Company, in order to create profit for the Company and shareholders at the same time.
F The expensable amount, the dilution of the Company's EPS, and any other impact on shareholders' equity:
(1) Expansable amount:

If the Company's common stocks are estimated based on the imputed closing price, NT\$143, on February 4, 2021, the expensable amounts will be NT\$88,576 thousand, NT\$40,688 thousand, NT\$15,717 thousand and NT\$1,282 thousand, respectively, in 2021, 2022, 2023 and 2024.

(2) The dilution of the Company's EPS, and any other impact on shareholders' equity: Based on the defined vested conditions, and subject to the Company's outstanding shares, the dilution of the Company's EPS caused by such expensable amounts will be NT\$0.73, NT\$0.34, NT\$0.13 and NT\$0.01 in 2021, 2022, 2023 and 2024, which is considered as limited. Therefore, no significant impact is posed on the shareholders' equity.
1. Other important agreements: Employees who subscribe this issue of restricted shares shall refer the shares under trust custody upon meeting the established condition. The vested shares shall be allocated to the relevant employee's personal central depository account from the trust account within one month upon satisfaction of the vested conditions.
1. This issue of restricted shares will be declared with the competent authority at one time or several times within 1 year after the Shareholders Meeting's resolution. It may offer in a lump sum or

in tranches as needed within 1 year after the competent authority's approval and the date of notice for effective issuance. The Board shall be authorized to set the actual day of issuance.

1. The conditions for the offering of this issue of employee restricted shares may be subject to revision or rectify due to the instruction of the competent authority, an amendment to applicable laws, or changes in the financial market or objective environment. We ask the Shareholders Meeting to authorize the Board or the authorized agent of the Board to respond to the aforementioned situations with full discretion.
1. Any other restrictions or important arrangements or anything not mentioned in this issue of employee restricted shares shall be governed by applicable laws and the Offering Regulations.

Voting Results:

Number of shares presented at the time of voting	For	Against	Abstained	Invalid
82,961,530	81,938,049	145,710	877,771	0
votes*	votes*	votes*	votes*	votes*
(81,175,740	(80,158,299	(145,710	(871,731
votes)	votes)	votes)	votes)

* including votes casted electronically (number in brackets)

RESOLVED, the above proposal was accepted as submitted.

Motion no. 3: [Proposed by the Board]

Cause of motion:

Election of Directors presented for decision.

Description:

1. The term of office for this Board will expire on 05/31/2021. We propose the 2021 General Meeting of Shareholders to elect a new Board with 7 seats of Directors (including 3 Independent Directors) pursuant to Article 16 of the Articles of Incorporation.
1. The new Directors shall assume office at the conclusion of the 2021 General Meeting of Shareholders with a tenure of 3 years in office. In compliance with "Measures for public companies to postpone shareholders' meetings for pandemic prevention" of FSC, the tenure starts on 08/20/2021 and expires on 08/19/2024. The tenure of the Directors of the previous term shall end at the time the new Directors assume office.
1. ASRock adopts the nomination of candidate system for the election of Directors under the Articles of Incorporation. Shareholders shall elect the list of candidates to the seats of Directors. The information related to candidates is detailed as follows:

Name	Education	Experience	Present position	Shareholding
Tung, Hsu-Tien	Bachelor degree in Electrical	Assistant Vice President,	Senior Vice President: Pegatron Corporation
	Engineering, National Taiwan	ASUSTeK Computer Inc.	Chairman: Top Quark Ltd.	0
	University		Executive Director: Digitek (Chongqing) Limited
Representative of	Honorary Ph.D in Engineering,	Vice Chairman, ASUSTeK	Chairman: Pegatron Corporation (and also CEO)	57,217,754
Asus Investment	National Taipei University of	Computer Inc.	Pegavision Corporation
Inc.:	Technology		Kinsus Investment Co., Ltd.
Tung, Tzu-Hsien	Master degree in Computer and		Lumens Digital Optics Inc.
	Communication Engineering,		Huawei Investment Co., Ltd.
	National Taipei University of		Huayu Investment Co., Ltd.
	Technology		Huaxu Investment Co., Ltd.
			RI-KUAN Metal Corporation
			Aquamax Corporation
			Fisfisa Media Co., Ltd.
			Directors: Kinsus Interconnect Technology Corp.
			AzureWave Technologies, Inc.
			FuYang Technology Corporation
			Huayong Investment Co., Ltd.
			AS FLY Travel Service Co., Ltd.
			Huawei Investment Limited
			Pega International Limited
			Casetek Holdings Limited(Cayman)
			Pegatron Holding Ltd.
			Unihan Holding Ltd.
			Magnificent Brightness Limited
			Casetek Holdings Ltd.
			Protek Global Holdings Ltd.

Name List of Candidates for Directors (a total of 4 candidates)

Name	Education	Experience	Present position	Shareholding
			Digitek Global Holdings Ltd.
			Kinsus Corp.(USA)
			Pegatron Holland Holding B.V.
			Powtek Holdings Limited
			Cotek Holdings Limited
			Grand Upright Technology Limited
			Aslink Precision Co., Ltd.
			Q Place Creative Inc.
			Alliance Cultural Foundation
			Hanguang Education Foundation
			Lung Yingtai Cultural Foundation
			Andrew T. Huang Medical Education
			Promotion Fund
			Fair Winds Foundation
			Bridge Across the Strait Foundation
			Fullfoods Foundation
			Bulareyaung Dance and Cultural
			Foundation
			National Chung-Shan Institute of
			Science and Technology
			Cloud Gate Culture and Arts Foundation
			Chairman: Chinese Cultural and Creative
			Development Association
			Vice Chairman: Monte Jade Science &
			Technology Association of Taiwan
			Director: Taipei Computer Association
			Supervisor: National Performing Arts Center,

Name	Education	Experience	Present position	Shareholding
			Ministry of Culture
Representative of	Master degree in Computer	Assistant Vice President,	R&D Vice President: Pegatron Corporation	57,217,754
Asus Investment	Science and Information	ASUSTeK Computer Inc.
Inc.:	Engineering, Tamkang University
Cheng, Kuang
Chin
Representative of	Bachelor degree in Electrical	Section Head, R&D Dept.,	President: ASRock Incorporation	57,217,754
Asus Investment	Engineering, National Taiwan	ASUSTeK Computer Inc.	Chairman & CSO: ASRock Rack
Inc.:	University		Director: Yah Boo International Trading Co., Ltd.
Hsu, Lung-Lun	Master degree in Electrical		ASIAROCK TECHNOLOGY LTD.
	Engineering, National Taiwan		LEADER INSIGHT HOLDINGS LTD.
	University		FIRSTPLACE INTERNATIONAL LTD.
			CALROCKHOLDINGS, LLC
			ASRock America, Inc.

Name List of Candidates for Independent Directors (a total of 3 candidates)

Name	Education	Experience	Present position	Shareholding
Wei, Ai	Ph.D. in East Asian Studies,	Director/Associate Professor,	Director: Cross-Strait Economic and Political	0
	National Cheng-Chi University	Graduate Institute of East	Research Center, College of International Affairs,
	Master degree in Fletcher School	Asian Studies, National	National Cheng-Chi University
	of Law and Diplomacy, Tufts	Cheng-Chi University	Vice Chairman: Bridge Across the Strait
	University	Chief Secretary, Secretariat of	Foundation
	Bachelor degree in Economics,	National Cheng-Chi University	Adjunct Professor: Graduate Institute of East
	National Cheng-Chi University	Government shareholder's	Asian Studies, National Cheng-Chi University
		representative, Hua Nan
		Financial Holdings
		Associate Professor,

		Department of Public Finance,
		National Cheng-Chi University
		Vice Convener of Economy
		Group, Institute of
		International Relations,
		National Cheng-Chi University
		Visiting Scholar, Stanford
		University
	Reasons for continued nomination	of an independent director for	three consecutive terms: Mr. Wei, Ai has served as an	independent
	director in the Company for	three consecutive terms. In consideration	of his character and ethical conduct that won	affirmative
	recognition, he is held	satisfying the independence requirements	before the election and during his service. Besides, as	he holds the
	position as the convener of the Company's	Audit Committee and	Remuneration Committee, he is very experienced in	industries and
	also well familiar with the Company's	operations. He is a very important	consultant for the Board of Directors, who may	judge the
	Company's affairs independently	and provide relevant objective opinions	and thereby would help the supervision of the
	Company's operations and protection	of shareholders' equity.
Wu, Chin-Jung	Master degree in Industrial	Senior Advisor, iSuppli	President: Explore Microelectronics Inc.	0
	Educations, National Taiwan	President, Taiwan of
	Normal University	Dataquest
	Bachelor degree in Chemical	Manager, IGEE Technology Inc.
	Engineering, National Taiwan	Factory Manager, KUNG-JIM
	University	Chemical Co., Ltd.
		Lecturer, Hungkuang
		University
	Reasons for continued nomination	of an independent director for	three consecutive terms: Mr. Wu, Chin-Jung has served as	an
	independent director in the Company for three consecutive terms. As he is well experienced in commerce and finance, he can provide
	important recommendations to the	Company and is also held	satisfying the independence requirements before the election	and
	during his service. Though he has	been elected as an independent director	in the Company for three consecutive terms,	the Company
	still needs to rely on his expertise to	supervise the Board of Directors	and seek professional comments from him.

Ph.D. in Computer Science, North	Chair/Director, Department of	Adjunct Professor: Department of Computer
Carolina State University at Chapel	Computer Science &	Science & Information Engineering,
Hill	Information Engineering,	National Taiwan University
Master degree in , Electrical	National Taiwan University	Graduate Institute of Networking
Engineering(Computing Group),	Associate Dean, College of	and Multimedia, National Taiwan
National Taiwan University	Electrical Engineering and	University
Bachelordegree in Electrical	Computer Science, National
Engineering, National Taiwan	Taiwan University
University	Research Fellow, MTS, AT&T
	Bell Laboratory N.J. USA
Reasons for continued nomination	of an independent director for	three consecutive terms: N/A.

Please proceed with the election in accordance with the Company's "Regulations Governing Election of Directors".

Voting Results:

Declared elected by the Chairman of the list is as follows:

Title	Name	Votes Received
Director	Tung, Hsu-Tien	78,544,859
Director	Representative of Asus Investment Inc.:	76,969,132
	Tung, Tzu-Hsien
Director	Representative of Asus Investment Inc.:	76,669,798
	Cheng, Kuang-Chin
Director	Representative of Asus Investment Inc.:	76,117,406
	Hsu, Lung-Lun
Independent Director	Wei, Ai	75,686,181
Independent Director	Wu, Chin-Jung	75,670,909
Independent Director	Ouhyoung, Ming	75,026,467

Motion no. 4: [Proposed by the Board].

Cause of motion:

Proposal for Termination of Non-Competition Restriction on New Directors for decision. Description:

1. According to Article 209 of the Company Act, Directors shall explain the essential content to the Board of any act falling within the scope of operation of ASRock for themselves or a third party and request for permission.
1. Propose to Proposal for Termination of Non-Competition Restriction on New Directors and their representatives and the candidates' additional post to the seats of Directors (including Independent Directors) as below.

Title	Name	Position and Company
Director	Tung, Hsu-Tien	Senior President: Pegatron Corporation
		Chairman: Top Quark Ltd.
		Executive Director: Digitek (Chongqing) Limited
Director	Representative of	Chairman: Pegatron Corporation (and also CEO)
	Asus Investment Inc.:	Pegavision Corporation
	Tung, Tzu-Hsien	Kinsus Investment Co., Ltd.
		Lumens Digital Optics Inc.
		Huawei Investment Co., Ltd.
		Huayu Investment Co., Ltd.
		Huaxu Investment Co., Ltd.
		RI-KUAN Metal Corporation
		Aquamax Corporation
		Fisfisa Media Co., Ltd.
		Director: Kinsus Interconnect Technology Corp.
		AzureWave Technologies, Inc.
		FuYang Technology Corporation
		Huayong Investment Co., Ltd.
		AS FLY Travel Service Co., Ltd.
		Huawei Investment Limited
		Pega International Limited
		Casetek Holdings Limited(Cayman)
		Pegatron Holding Ltd.
		Unihan Holding Ltd.
		Magnificent Brightness Limited
		Casetek Holdings Ltd.
		Protek Global Holdings Ltd.
		Digitek Global Holdings Ltd.
		Kinsus Corp.(USA)
		Pegatron Holland Holding B.V.

Title	Name	Position and Company
		Powtek Holdings Limited
		Cotek Holdings Limited
		Grand Upright Technology Limited
		Aslink Precision Co., Ltd.
		Q Place Creative Inc.
		Alliance Cultural Foundation
		Hanguang Education Foundation
		Lung Yingtai Cultural Foundation
		Andrew T. Huang Medical Education Promotion Fund
		Fair Winds Foundation
		Bridge Across the Strait Foundation
		Fullfoods Foundation
		Bulareyaung Dance and Cultural Foundation
		National Chung-Shan Institute of Science and Technology
		Cloud Gate Culture and Arts Foundation
		Chairman: Chinese Cultural and Creative Development Association
		Vice Chairman: Monte Jade Science & Technology Association of
		Taiwan
		Director: Taipei Computer Association
		Supervisor: National Performing Arts Center, Ministry of Culture
Director	Representative of
	Asus Investment Inc.:	R&D Vice President: Pegatron Corporation
	Cheng, Kuang-Chin
Director	Representative of	President: ASRock Incorporation
	Asus Investment Inc.:	Chairman & CSO: ASRock Rack
	Hsu, Lung-Lun	Director: Yah Boo International Trading Co., Ltd.
		ASIAROCK TECHNOLOGY LTD.
		LEADER INSIGHT HOLDINGS LTD.
		FIRSTPLACE INTERNATIONAL LTD.
		CALROCKHOLDINGS, LLC
		ASRock America, Inc.
Independent	Wei, Ai	Vice Chairman: Bridge Across the Strait Foundation
Director		Director: Cross-Strait Economic and Political Research Center, College
		of International Affairs, National Cheng-Chi University
		Adjunct Professor: Graduate Institute of East Asian Studies, National
		Cheng-Chi University
Independent Director	Wu, Chin-Jung	President: Explore Microelectronics Inc.

Title	Name	Position and Company
Independent	Ouhyoung, Ming	Adjunct Professor: Department of Computer Science & Information
Director		Engineering, National Taiwan University
		Graduate Institute of Networking and Multimedia, National Taiwan
		University

Voting Results:

Number of shares
presented at the	For	Against	Abstained	Invalid
time of voting
82,961,530	77,178,170	1,388,605	4,394,755	0
votes*	votes*	votes*	votes*	votes*
(81,175,740	(75,398,420	(1,388,605	(4,388,715
votes)	votes)	votes)	votes)

* including votes casted electronically (number in brackets) RESOLVED, the above proposal was accepted as submitted.

Shareholder (No. 12810) had some queries on Motion no. 2~4 of the Discussion and Election Items. The Chairman as well as person in charge responded accordingly.

IV、Questions and Motions:None.

V、Adjournment of meeting:There being no other motions, the meeting was adjourned。

(Note:This minutes is extracted from the 2021 Annual General Shareholders' Meeting, the details are subject to the audio and video recording.)

Chairman: Tung, Hsu-Tien Recorder: Lee, Hui-Ju

[Appendix 1]

ASRock Incorporation

2020 Business Report

Dear shareholders, it is indeed a great pleasure to have your presence in this regular session of the 2021 Shareholders Meeting. The PC market was so unpredictable in 2020. The quarantine policy in Mainland China in the 1st quarter of the year for containing the spread of COVID-19 resulted in an abrupt severance of the supply chain in PC production in the short run. As such, global shipment plummeted. The 2nd quarter of the year was also clouded by the pandemic, which triggered and simulated the practice of working, learning, and entertaining at home. The manufacturing sector in Mainland China also resumed normal production at this point in time, which contributed to the significant growth in the shipment of related electronic products. According to a research of IDC, global PC shipment increased by 13.1% in 2020, which was a record high in 10 years.

The growth of demand is much higher than expected. It was echoed with a number of other factors, including the China-US trade war and the scarcity of sea-air transport service worldwide, to the extent that shortage in supply of the industry change deteriorated quarter after quarter. This was indeed a severe challenge to the enterprises that demanded solutions from any possible means. The shortage in supply also triggered the sustained rising price of upstream semiconductor parts and components and freight. The strong appreciation of the NT Dollar also compelled the downstream enterprises to adjust their prices while providing the consumers with products at the best performance/price ratio. The effort of all has not been made in vain. ASRock has performed splendidly with sound results. The revenue of the year was unprecedented at a growth rate of 33.5%. Both the operating income and pre-tax profit increased a manifold.

Financial and Business Performance

The launch of differentiated products for market segmentation and the enhancement of brand image with concentration at specific areas of operation contributed to the performance of the motherboard sector in 2020. The diversified development strategy also yielded sound results, including the servers and display card, which continued to enjoy strong growth in 2020 and vitalized the operation in diversity.

ASRock had consolidated revenue of NT\$17,910 million in 2020, which was an increase of 33.5% from NT\$13,420 million in the same period of 2019. All product lines benefited from new products and product portfolios, which helped to drive up the gross margin. As such, ASRock had a gross margin of 21.5% in 2020, which was an increase of 3.3% from 18.2% in the same period of 2019. The enlargement of the scale of operation and the proper control of operating expenses allowed ASRock to yield consolidated net income amounting to NT\$1,360 million, which was an increase of 128% from NT\$600 million in the same period of 2019. Information on the Consolidated Financial Statements of ASRock Inc. is shown in the table below:

Item		2020 (consolidated)		2019 (consolidated)
	Amount	%	Amount	%
Revenue	179.1	100.0%	134.2	100.0%
Gross profit	38.5	21.5%	24.4	18.2%
Operating expenses	19.9	11.1%	16.7	12.4%
Operating income	18.6	10.4%	7.7	5.7%
Pre-tax profit	18.6	10.4%	7.8	5.8%
Net income (Owner of the
parent company)	13.6	7.6%	6.0	4.4%
Earnings per share after
taxation (NT\$)	11.3		4.95

Unit: NT\$ 100 million

Note: No financial forecast was disclosed in 2020. Budget attainment is not applicable here.

[Appendix 2]

ASRock Incorporation Auditing Committee Review Report

This is to approve

The Board has prepared the Business Reports, Financial Statements (including separate and consolidated financial statements), and the proposal of earnings for 2020. The financial statements have been audited by Yang,Chih-Hui and Yu, Chien-Ju, CPAs of Ernst & Young, with the issuance of Auditor's Report. We have reviewed the aforementioned Business Reports, Financial Statements, and Proposals for Distribution of Earnings, confirming the requirements. We hereby present this report pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

ASRock General Meeting of Shareholders

Convener of Auditing Committee: Wei, Ai

Feb. 24, 2021

[Appendix 3]

Independent Auditors' Report Translated from Chinese

To ASROCK INC.

Opinion

We have audited the accompanying balance sheets of ASROCK INC. (the "Company") as of December 31, 2020 and 2019, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements, including the summary of significant accounting policies (collectively "the parent company only financial statements").

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter paragraph), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Investments accounted for using equity method - Inventory of Subsidiary

The net carrying value of inventory as of December 31, 2020 for ASROCK INC.'s investments accounted for using equity method - Inventory of Subsidiary was significant to the parent company only financial statements. ASROCK INC. and subsidiaries's main business, the sale of motherboard products, are affected by market demand and changes. The management measured allowance for inventory obsolescence valuation losses based on market demands. The valuation involved management's significant judgement, we have therefore determined valuation on inventory a key audit matter. The audit procedures we performed regarding inventories valuation included, but not limited to, understanding the program of estimating the allowance for inventory valuation, testing the effectiveness of relevant control. For the raw material and products, we selected samples and checked related certificates, to confirm the correctness of net realizable value that management used. In addition, we obtained and reviewed the full-year purchase and sales details of raw materials and products. For raw materials that are not frequently used and products with low sales volume, we referred to industry information and management to discuss the reasonableness of allowance for inventory valuation and obsolescence losses. We also considered the appropriateness of disclosure of inventories in Notes 5 and 6 of the Company's consolidated financial statements.

Revenue recognition

The main source of revenue was from the sales of motherboard. Due to diversified pricing strategy, the orders and implied items in contracts usually included quantity discount and warranty, therefore the Company should determine the performance obligation and the timing of revenue recognition. Consequently, we considered that revenue recognition from contracts with customers is key audit matter. For revenue recognition, we have conducted audit procedures including but not limited to evaluating the design and operating effectiveness of internal controls with respect to the revenue cycle, selecting representative samples to conduct test of transactions by inspecting contracts approved by both parties, identifying the performance obligation, evaluating whether the transaction prices were appropriately allocated to all the performance obligations in the contract in proportion to the stand-alone selling prices of each performance obligation, and confirming the correctness of timing when a performance obligation is satisfied. We also considered the appropriation of operating revenue disclosure in Notes 4, 5 and 6 of the parent company only financial statements.

Other Matter - Making Reference to the Audits of Component Auditors

We did not audit the parent company only financial statements of certain investments accounted for using equity method whose statements are based solely on the reports of other auditors. These investments accounted for using equity method amounted to \$675,353 thousand and \$573,720 thousand, representing 6.81% and 7.00% of the parent company only total assets as of December 31, 2020 and 2019, respectively. The related share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method amounted to \$155,464 thousand and \$39,298 thousand, representing 9.98% and 5.74% of the profit before tax for the years ended December 31, 2020 and 2019.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
1. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Yang, Chih-Huei Yu, Chien-Ju

Ernst & Young, Taiwan February 24, 2021

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.

Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the parent company only financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

		As of
Assets	Notes	December 31, 2020	$\%$	December 31, 2019	$\%$
Current assets
Cash and cash equivalents	4,6(1)	\$1,508,440	15	\$687,289	9
Financial assets measured at amortized cost - current	4,6(2),6(12)	486,206		602,000
Accounts receivable, net	4,5,6(3),6(12)	441,609		528,677
Accounts receivable - related parties, net	4,5,6(3),6(12),7	1,592,011	16	1,257,946	15
Inventories, net	4,5,6(4)	1,367,370	14	755,808	9
Other current assets		79,693		89,740
Total current assets		5,475,329	55	3,921,460	48
Non-current assets
Investments accounted for using equity method	4,6(5)	4,332,169	44	4,182,137	52
Property, plant and equipment	4,6(6),7	21,405		26,757
Right-of-use assets	4,6(13)	30,671		23,537
Intangible assets	4,6(7)	570		646
Deferred tax assets	4,5,6(17)	43,274		32,674
Guarantee deposits paid		11,326		9,317
Other non-current assets		3,824
Total non-current assets		4,443,239	45	4,275,068	52

Total assets

$\sim$

$\frac{100}{\phantom{000000000000000000000000000000000000$ $$9,918,568$ \$8,196,528 100

$\mathcal{L}$ n.

(Continued)

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

				As of
Liability and Equity	Notes	December 31, 2020	$\overline{\frac{0}{6}}$	December 31, 2019	$\overline{\frac{0}{6}}$
Current liabilities
Accounts payable		\$17,835		\$14,561
Accounts payable - related parties		2,188,109	22	1,343,746	16
Other payables		410,447	4	296,651	4
Current tax liabilities	4,5,6(17)	198,539	$\overline{\mathcal{L}}$	123,975	$\overline{2}$
Lease liabilities - current	4,6(13)	13,674		12,190
Other current liabilities	4,7	133,343		146,287	$\overline{c}$
Total current liabilities		2,961,947	29	1,937,410	$\overline{24}$
Non-current liabilities
Deferred tax liabilities	4,5,6(17)	228
Lease liabilities - non-current	4,6(13)	17,231		11,591
Net defined benefit liabiliies	4,5,6(8)	37,854		29,581
Credit balance of investments accounted for using equity method	4,6(5)			20,602
Total non-current liabilities		55,313		61,774
Total liabilities		3,017,260	30	1,999,184	24
Equity
Share capital
Ordinary share	6(9)	1,206,424	12	1,206,472	15
Capital surplus	6(5), 6(9), 6(10)	3,134,705	$\overline{32}$	3,129,659	38
Retained earnings
Legal reserve	6(9)	1,209,419	12	1,149,884	14
Special reserve	6(9)	279,336	3	186,407	$\overline{2}$
Unappropriated retained earnings	6(5), 6(9), 6(10)	1,544,081	16	822,460	10
Total retained earnings		3,032,836	$\overline{31}$	2,158,751	$\overline{26}$
Other equity interest	4,6(10)	(472, 657)	(5)	(297, 538)	$\overline{(3)}$
Total equity		6,901,308	70	6,197,344	$\overline{76}$
Total liabilities and equity		\$9,918,568	100	\$8,196,528	100

The accompanying notes are an integral part of the parent company only financial statements.

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

ASROCK INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Accounting Items Notes 2020 $\%$ % 2019 4,5,6(11),7 \$12,577,723 100 Operating revenues \$9,171,372 100 Operating costs (10, 472, 888) (83) (7,891,651) $6(4)$ , $6(14)$ , $7$ (86) Gross profit 17 2,104,835 1,279,721 14 Unrealized intercompany profit (133, 313) (1) (81, 456) (1) Realized intercompany profit 81,456 94,811 -1 2,052,978 16 Net gross profit 1,293,076 14 4,6(7),6(8),6(10) Operating expenses 6(13), 6(14), 7 Sales and marketing expenses (293, 649) (2) (255, 485) (3) General and administrative expenses (175, 545) (1) (136, 251) (1) Research and development expenses (484, 401) (4) (394, 600) (4) Expected credit losses 6(12) (345) (447) $\blacksquare$ Total operating expenses (953, 940) (7) (786, 783) (8) Net operating income 1,099,038 9 506,293 6 Non-operating income and expenses 6(15) Interest income 12,009 13,380 Other income 7 84,963 39,719 1 Other gains and losses (48, 913) (14,601) Finance costs (312) (906) Share of profit or loss of subsidiaries, associates and joint ventures accounted 4,6(5) for using equity method 411,692 3 141,270 $\overline{a}$ Total non-operating income and expenses 4 $\overline{2}$ 459,439 178,862 Profit from continuting operations before tax 1,558,477 13 8 685,155 4,5,6(17) Income tax expenses (195, 385) (2) (87, 678) $\left(1\right)$ Profit from continuing operations 1,363,092 11 597,477 $\tau$ $\overline{7}$ Profit 1,363,092 11 597,477 4,6(8),6(16) Other comprehensive income Items that will not be reclassified subsequently to profit or loss Losses on remeasurements of defined benefit plans (7, 364) (3,109) 1,473 Income tax related to items that will not be reclassified to profit or loss 622 Items that may be reclassified subsequently to profit or loss Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss (193, 321) (2) (92, 929) (1) Other comprehensive income, net of tax (199, 212) (2) (95, 416) (1) Total comprehensive income 9 \$1,163,880 \$502,061 6 6(18) Earnings per share(NT\$): Earnings per share - basic Profit from continuing operations \$11.30 \$4.95 Profit \$11.30 \$4.95 Earnings per share - diluted 6(18) Profit from continuing operations \$11.22 \$4.92 Profit \$11.22 \$4.92			For the years ended December 31,

The accompanying notes are an integral part of the parent company only financial statements.

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

				Retained earnings			Total other equity interest
					Unappropriated	Exchange differences on translation of foreign financial	Deferred
	Share capital	Capital surplus	Legal reserve	Special reserve	retained earnings	statements	compensation cost	Treasury stock	Total equity
Balance as of January 1,2019	\$1,207,456	\$3,131,054	\$1,090,592	\$305,453	\$650,142	\$(186, 407)	\$(82, 494)	\$(480)	\$6,115,316
Appropriation and distribution of 2018 retained earnings
Legal reserve appropriated			59,292		(59, 292)
Cash dividends of ordinary share					(482, 791)				(482,791)
Reversal of special reserve				(119,046)	119,046
Profit in 2019					597,477				597,477
Other comprehensive income, net of tax in 2019					(2, 487)	(92, 929)			(95, 416)
Total comprehensive income		$\overline{\phantom{a}}$			594,990	(92, 929)			502,061
Treasury stock acquired								(504)	(504)
Treasury stock cancelled	(984)				$\overline{\phantom{a}}$			984
Changes in subsidiaries' ownership		(6, 537)			(31)				(6, 568)
Share-based payment transaction		5,142			396	$\blacksquare$	64,292	$\blacksquare$	69,830
Balance as of December 31,2019	\$1,206,472	\$3,129,659	\$1,149,884	\$186,407	\$822,460	\$(279, 336)	\$(18,202)	$S-$	\$6,197,344
Balance as of January 1,2020	\$1,206,472	\$3,129,659	\$1,149,884	\$186,407	\$822,460	\$(279,336)	\$(18,202)	$\mathbb{S}^-$	\$6,197,344
Appropriation and distribution of 2019 retained earnings
Legal reserve appropriated			59,535		(59, 535)
Special reserve appropriated				92,929	(92, 929)
Cash dividends of ordinary share					(482, 570)				(482, 570)
Profit in 2020					1,363,092			$\bullet$	1,363,092
Other comprehensive income, net of tax in 2020					(5,891)	(193, 321)		$\bullet$	(199, 212)
Total comprehensive income					1,357,201	(193, 321)		$\bullet$	1,163,880
Treasury stock acquired								(48)	(48)
Treasury stock cancelled	(48)							48
Difference between consideration and carrying amount of
subsidiaries acquired or disposed		335			(27)				308
Changes in subsidiaries' ownership		(261)			$\blacksquare$				(261)
Share-based payment transaction		4,972			(519)		18,202		22,655
Balance as of December 31,2020	\$1,206,424	\$3,134,705	\$1,209,419	\$279,336	\$1,544,081	\$(472, 657)	$S-$	$S-$	\$6,901,308

The accompanying notes are an integral part of the parent company only financial statements.

Note:For the years ended December 31,2019, compensation of employees amounted to \$49,731 thousand and remuneration of directors amounted to \$4,973 thousand, respectively. For the years ended December 31, 2020, compensation of employees amounted to \$129,435 thousand and remuneration of directors amounted to \$12,944 thousand, respectively. The amounts were deducted from comprehensive income for the years ended December 31,2019 and 2020.

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31,
	2020	2019
Cash flows from operating activities:
Profit before tax	\$1,558,477	\$685,155
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense	21,917	21,609
Amortization expense	1,198	1,786
Expected credit losses	345	447
Interest expenses	312	906
Interest income	(12,009)	(13,380)
Compensation cost arising from employee stock options Share of profit of subsidiaries, associates and joint	22,655	69,830
ventures accounted for using equity method	(411,692)	(141, 270)
Unrealized intercompany profit from sale	133,313	81,456
Realized intercompany profit from sale	(81, 456)	(94, 811)
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable, net	86,723	(215,978)
Increase in account receivable-related parties	(334,065)	(96, 650)
(Increase) Decrease in inventories, net	(611, 562)	187,335
Decrease in other current assets	9,455	5,794
Increase in accounts payable	3,274	9,247
Increase in other payables-related parties	844,363	384,294
Increase in other payables	113,796	38,521
(Decrease) Increase in other current liabilities	(12, 944)	27,214
Increase in net defined benefit liabilities	909	914
Cash generated from operations	1,333,009	952,419
Income taxes paid	(129, 720)	(53,313)
Net cash provided by operating activities	1,203,289	899,106
Cash flows from investing activities:
Acquisition of financial assets measured at amortized cost		(161, 600)
Proceed from disposal of financial assets measured at amortized cost	115,794
Acquisition of investments accounted for using equity method	(4,073)	(304, 886)
Acquisition of property, plant and equipment	(13,704)	(5,744)
Proceed from disposal of property, plant and equipment	11,196
Increase in guarantee deposits paid	(2,009)
Decrease in guarantee deposits paid		354
Acquisition of intangible assets	(1,122)	(988)
Increase in other non-current assets	(3,824)
Interest received	12,601	12,229
Net cash provided by (used in) investing activities	114,859	(460, 635)
Cash flows from financing activities:
Decrease in short-term loans		(44,305)
Cash payments for the principal portion of the lease liability	(14, 379)	(11, 965)
Cash dividends	(482, 570)	(482, 791)
Treasury stock acquired	(48)	(504)
Interest paid		(579)
Net cash used in financing activities	(496, 997)	(540, 144)
Net increase (decrease) in cash and cash equivalents	821,151	(101, 673)
Cash and cash equivalents, beginning of the year	687,289	788,962
Cash and cash equivalents, end of the year	\$1,508,440	\$687,289

The accompanying notes are an integral part of the parent company only financial statements.

Declaration

Since the companies to be included in the consolidated financial statements 2020 (from January 1 to December 31, 2020) under the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are identical with the companies for inclusion in the consolidated financial statements of parent company and subsidiaries under IFRS 10. The information presented in the consolidated financial statements of affiliates has also been disclosed in the aforementioned consolidated financial statements of parent company and subsidiaries, the Company, therefore, will not prepare the consolidated financial statements of affiliates separately.

Your attention is appreciated

Company Name: ASRock Incorporation

Legal Representative: Tung, Hsu-Tien

Feb. 24, 2021

Independent Auditors' Report Translated from Chinese

To ASROCK INC.

Opinion

We have audited the accompanying consolidated balance sheets of ASROCK INC. (the "Company") and its subsidiaries (collectively the "Group") as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements, including the summary of significant accounting policies (collectively "the consolidated financial statements").

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter paragraph), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2020 and 2019, and their consolidated financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Inventory valuation

The net carrying value of inventory as of December 31, 2020 for ASROCK INC. and its subsidiaries amounted to \$5,830,442 thousand, which accounted for 50 % of total assets and was significant to the consolidated financial statements. The Group's main business, the sale of motherboard products, are affected by market demand and changes. The management measured allowance for inventory obsolescence valuation losses based on market demands. The valuation involved management's significant iudgement, we have therefore determined valuation on inventory a key audit matter. The audit procedures we performed regarding inventories valuation included but not limited to, understanding the program of estimating the allowance for inventory valuation, testing the effectiveness of relevant control. For the raw material and products, we selected samples and checked related certificates, to confirm the correctness of net realizable value that management used. In addition, we obtained and reviewed the full-year purchase and sales details of raw materials and products. For raw materials that are not frequently used and products with low sales volume, we referred to industry information and management to discuss the reasonableness of allowance for inventory valuation and obsolescence losses. We also considered the appropriateness of disclosure of inventories in Notes 5 and 6 of the Company's consolidated financial statements.

للأرامي المرتبط والأمر

Revenue recognition

The main source of revenue was from the sales of motherboard. Due to diversified pricing strategy, the orders and implied item in contracts usually included quantity discount and warranty, therefore the Company and its subsidiaries should determine the performance obligation and the timing of revenue recognition. Consequently, we considered that revenue recognition from contracts with customers is key audit matter. For revenue recognition, we have conducted audit procedures including but not limited to evaluating the design and operating effectiveness of internal controls with respect to the revenue cycle, selecting representative samples to conduct test of transactions by inspecting contracts approved by both parties, identifying the performance obligation, evaluating whether the transaction price were appropriately allocated to all the performance obligations in the contract in proportion to the stand-alone selling prices of each performance obligation, and confirming the correctness of timing when a performance obligation is satisfied. We also considered the appropriation of operating revenue disclosure in Notes 4, 5 and 6 of consolidated financial statements.

Other Matter - Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of \$2,106,436 thousand and \$754,516 thousand, constituting 17.98% and 7.34% of consolidated total assets as of December 31, 2020 and 2019, respectively, and total operating revenues of \$7,937,631 thousand and \$2,938,050 thousand, constituting 44.32 % and 21.90 % of consolidated operating revenues for the years ended December 31, 2020 and 2019, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other

We have audited and expressed an unqualified opinion including Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2020 and 2019.

Yang, Chih-Huei Yu, Chien- Ju

Ernst & Young, Taiwan February 24, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

$\sim$

		As of
Assets	Notes	December 31, 2020	$\%$	December 31, 2019	%
Current assets
Cash and cash equivalents	4,6(1)	\$2,763,147	23	\$2,036,151	20
Financial assets measured at amortized cost - current	4,6(2),6(11),8	662,409	6	781,240	8
Accounts receivable, net	4,6(3),6(11)	1,632,537	14	1,571,989	15
Accounts receivable - related parties, net	4,6(3),6(11),7	16,629		48,798
Inventories, net	4,6(4)	5,830,442	50	4,991,711	49
Other current assets		204,325		276,248
Total current assets		11,109,489	95	9,706,137	95
Non-current assets
Financial assets measured at amortized cost - non-current	4,6(2),6(11),8	157,552		140,324
Property, plant and equipment	4,6(5)	240,208	$\overline{2}$	251,843	2
Right-of-use assets	4,6(12)	78,416		56,717
Intangible assets	4,6(6),7	6,775		2,992
Deferred tax assets	4,5,6(16)	99,849		88,974
Guarantee deposits paid		18,652		12,750
Other non-current assets		4,870		6,435
Total non-current assets		606,322		560,035

Total assets		011715011	100	\$10,266,172	100
	$\tilde{\phantom{a}}$ ontinued.

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

			As of
Liability and Equity	Notes	December 31, 2020	$\%$	December 31, 2019	$\frac{9}{6}$
Current liabilities
Accounts payable		\$2,695,143	23	\$2,447,972	24
Accounts payable - related parties	7	34,447		89,162
Other payables	7	1,073,475	9	843,295	8
Current tax liabilities	4,5,6(16)	270,345	2	143,429	$\overline{2}$
Lease liabilities - current	4,6(12),6(14)	38,123		26,290
Other current liabilities		214,134	2	197,003	$\boldsymbol{2}$
Total current liabilities		4,325,667	$\overline{37}$	3,747,151	$\overline{37}$
Non-current liabilities
Deferred tax liabilities	4,5,6(16)	2,222		4,090
Lease liabilities - non-current	4,6(12),6(14)	40,816		30,883
Net defined benefit liabiliies	4,5,6(7)	37,854		29,581
Other non-current liabilities		816
Total non-current liabilities		81,708		64,554
Total liabilities		4,407,375	38	3,811,705	37
Equity attributable to owners of the parent company
Share capital
Ordinary share	6(8)	1,206,424	10	1,206,472	12
Capital surplus	6(8), 6(9), 6(18)	3,134,705	27	3,129,659	30
Retained earnings
Legal reserve	6(8)	1,209,419	$10\,$	1,149,884	11
Special reserve	6(8)	279,336	3	186,407	$\overline{2}$
Unappropriated retained earnings	6(8), 6(9), 6(18)	1,544,081	13	822,460	8
Total retained earnings		3,032,836	26	2,158,751	$\overline{21}$
Other equity interest Non-controlling interests	4	(472, 657)	(4) 3	(297, 538)	(3)
Total equity	6(8), 6(18)	407,128 7,308,436	62	257,123 6,454,467	3 63

Total liabilities and equity		\$11,715,811	100	\$10,266,172	100

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

		For the years ended December 31,
Accounting Items	Notes	2020	$\%$	2019	$\%$
Operating revenues	4,5,6(10),7	\$17,911,584	100	\$13,415,090	100
Operating costs	$6(4)$ , $6(6)$ , $6(12)$ 6(13),7	(14,059,563)	(78)	(10, 975, 757)	(82)
Gross profit		3,852,021	22	2,439,333	18
Operating expenses	6(6), 6(7), 6(9) 6(12), 6(13), 7
Sales and marketing expenses		(634, 699)	(4)	(574, 743)	(4)
General and administrative expenses		(323, 138)	(2)	(263, 882)	(2)
Research and development expenses		(1,039,961)	(6)	(821, 495)	(6)
Expected credit gains (losses)	6(11)	3,853	$\blacksquare$	(12, 401)
Total operating expenses		(1,993,945)	(12)	(1,672,521)	(12)
Net operating income		1,858,076	10	766,812	6
Non-operating income and expenses	6(14)
Interest income		20,229		33,580
Other income		52,983		10,598
Other gains and losses		(74, 609)	$\overline{\phantom{a}}$	(23, 642)
Finance costs		(896)		(2, 431)
Total non-operating income and expenses		(2, 293)	$\overline{\phantom{a}}$	18,105	$\blacksquare$
Profit from continuting operations before tax		1,855,783	10	784,917	6
Income tax expenses	4,5,6(16)	(347, 200)	(2)	(134, 858)	(1)
Profit from continuing operations		1,508,583	8	650,059	5
Other comprehensive income	4,6(15)
Items that will not be reclassified subsequently
to profit or loss
Losses on remeasurements of defined benefit plans		(7, 364)		(3,109)
Income tax related to items that will not be reclassified to profit or loss		1,473		622
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign financial statements		(193, 321)	(1)	(92, 929)	(1)
Other comprehensive income, net of tax		(199, 212)	(1)	(95, 416)	(1)
Total comprehensive income		\$1,309,371	7	\$554,643	$\overline{4}$
Profit attributable to:
Owners of the parent company		\$1,363,092		\$597,477
Non-controlling interests		145,491 \$1,508,583		52,582 \$650,059

Comprehensive income attributable to:
Owners of the parent company		\$1,163,880		\$502,061
Non-controlling interests		145,491		52,582
		\$1,309,371		\$554,643
Earnings per share(NT\$):	6(17)
Earnings per share - basic
Profit from continuing operations		\$11.30		\$4.95
Earnings per share - diluted
Profit from continuing operations		\$11.22		\$4.92

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANG IN STOCKHOLDERS' EQUITY For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

					Equity attributable to owners of parent company
				Retained earnings		Total other equity interest
					Unappropriated retained	Exchange differences on translation of foreign financial	Deferred compensation		Total equity attributable to owners of the	Non-controlling
	Share capital	Capital surplus	Legal reserve	Special reserve	earnings	statements	cost	Treasury stock	parent company	interests	Total equity
Balance as of January 1,2019	\$1,207,456	\$3,131,054	\$1,090,592	\$305,453	\$650,142	\$(186, 407)	$$$ (82,494)	\$(480)	\$6,115,316	\$(3,828)	\$6,111,488

Appropriation and distribution of 2018 retained earnings
Legal reserve appropriated			59,292		(59, 292)
Cash dividends of ordinary share			$\tilde{\phantom{a}}$		(482, 791)				(482, 791)		(482, 791)
Reversal of special reserve				(119,046)	119,046
Profit in 2019			$\overline{a}$		597,477			$\blacksquare$	597,477	52,582	650,059
Other comprehensive income, net of tax in 2019					(2,487)	(92, 929)			(95, 416)		(95, 416)
Total comprehensive income	$\bullet$	$\blacksquare$	$\blacksquare$	$\sim$	594,990	(92, 929)	$\blacksquare$	$\sim$	502,061	52,582	554,643

Treasury stock acquired	$\blacksquare$	$\blacksquare$						(504)	(504)		(504)
Treasury stock cancelled	(984)				$\sim$			984
Changes in subsidiaries' ownership		(6, 537)			(31)				(6, 568)	6,568
Share-based payment transaction		5,142			396		64,292		69,830	6,689	76,519
Changes in non-controlling interests										195,112	195,112

Balance as of December 31,2019	\$1,206,472	\$3,129,659	\$1,149,884	\$186,407	\$822,460	\$(279, 336)	\$(18,202)	$S-$	\$6,197,344	\$257,123	\$6,454,467
Balance as of January 1,2020	\$1,206,472	\$3,129,659	\$1,149,884	\$186,407	\$822,460	\$(279,336)	\$(18,202)	S-	\$6,197,344	\$257,123	\$6,454,467
Appropriation and distribution of 2019 retained earnings
Legal reserve appropriated			59,535	$\overline{\phantom{a}}$	(59, 535)
Special reserve appropriated			$\cdot$	92,929	(92, 929)
Cash dividends of ordinary share					(482, 570)				(482, 570)		(482, 570)

Profit in 2020					1,363,092			$\tilde{\phantom{a}}$	1,363,092	145,491	1,508,583
Other comprehensive income, net of tax in 2020				$\overline{\phantom{a}}$	(5,891)	(193, 321)		$\sim$	(199, 212)		(199, 212)
Total comprehensive income	$\blacksquare$	$\hbox{\small -}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	1,357,201	(193, 321)	$\overline{\phantom{a}}$	$\blacksquare$	1,163,880	145,491	1,309,371
Treasury stock acquired	$\bullet$							(48)	(48)
Treasury stock cancelled	(48)							48			(48) $\overline{\phantom{a}}$
Difference between consideration and carrying amount of
subsidiaries acquired or disposed		335			(27)				308	(308)
Changes in subsidiaries' ownership		(261)			$\overline{\phantom{a}}$				(261)	261	$\overline{\phantom{a}}$
Share-based payment transaction		4,972			(519)		18,202		22,655
Changes in non-controlling interests					$\overline{\phantom{a}}$					1,785	24,440
										2,776	2,776
Balance as of December 31,2020	\$1,206,424	\$3,134,705	\$1,209,419	\$279,336	\$1,544,081	\$(472, 657)	\$-	$S-$	\$6,901,308	\$407,128	$\overline{$7,308,436}$

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31,
	2020	2019
Cash flows from operating activities:
Profit before tax	\$1,855,783	\$784,917
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense	72,865	63,994
Amortization expense	5,176	5,342
Expected credit losses and gains	(3,853)	12,401
Interest expenses	896	2,431
Interest income	(20, 229)	(33,580)
Compensation cost arising from employee stock options	24,440	76,519
Loss on disposal of property, plant and equipment	177
Property, plant and equipment charged to expenses	78
Changes in operating assets and liabilities:
Decrease in note receivable, net		714
Increase in accounts receivable, net	(55, 927)	(474, 320)
Decrease in account receivable-related parties	32,169	489,270
Increase in inventories, net	(838, 731)	(30, 766)
Decrease (Increase) in other current assets	62,313	(97, 682)
Increase in accounts payable Decrease in account payables-related parties	247,171	1,063,444
Increase in other payables	(54, 715) 230,180	(677, 768) 204,842
Increase in other current liabilities	17,131	35,796
Increase in net defined benefit liabilities	909	914
Increase (Decrease) in other non-current liabilities	816	(66)
Cash generated from operations	1,576,649	1,426,402
Income taxes paid	(224, 625)	(80, 034)
Net cash provided by operating activities	1,352,024	1,346,368
Cash flows from investing activities:
Acquisition of financial assets measured at amortized cost		(389, 359)
Proceed from disposal of financial assets measured at amortized cost	100,323
Acquisition of property, plant and equipment	(34, 884)	(27, 657)
Proceed from disposal of property, plant and equipment	20
Increase in guarantee deposits paid	(5,902)
Decrease in guarantee deposits paid		421
Acquisition of intangible assets	(8,959)	(3, 486)
Decrease (Increase) in other non-current assets Interest received	1,565 21,308	(6, 103) 33,020
Net cash provided by (used in) investing activities	73,471	(393, 164)

Cash flows from financing activities:
Decrease in short-term loans		(184, 795)
Cash payments for the principal portion of the lease liability	(35,750)	(30, 110)
Cash dividends	(482, 570)	(482, 791)
Treasury stock acquired	(48)	(504)
Interest paid Changes in non-controlling interests	2,776	(1,610)
Net cash used in financing activities	(515, 592)	195,112 (504, 698)
Effect of exchange rate fluctuations on cash held	(182,907)	(87, 137)
Net increase in cash and cash equivalents	726,996
Cash and cash equivalents, beginning of the year	2,036,151	361,369 1,674,782
Cash and cash equivalents, end of the year	\$2,763,147	\$2,036,151

[Appendix 4]

The mapping of the clauses of "Rules of Procedure of the Board of Directors Meetings" before and after amendment

6th Amendment

Clauses currently in force	Provisions under amendment	Description
Article 7	Article 7	1. Amendment to the wording
The Chairman shall act as the	The Chairman shall act as the	pursuant to Article 10 of
Officer and call for Presiding	Officer of the Board Presiding	the Regulations Governing
the sessions of the Board. The	sessions he/she called for. The	Procedure for Board of
candidate who won the	candidate who won the	Directors Meetings of
absolute majority of the votes	absolute majority of the votes	Public Companies.
cast by the Shareholders	cast by the Shareholders	2. An adjustment was made
Meeting to the seat of Director	Meeting to the seat of Director	with the addition of
and representing the majority	and representing the majority	Paragraph 2 pursuant to
of voting rights shall call for	of voting rights shall call for	Paragraph 4 under Article
the 1st session of each new	the 1st session of each new	203 and Article 203-1.
term of the Board and act as	term of the Board and act as
the Presiding Officer. If there	the Presiding Officer. If there
are two persons who have	are two persons who have
equal rights to call the session,	equal rights to call the session,
1 will be nominated to call for	1 will be nominated to call for
the session.	the session.
Skipped.	If the Board convened to the
	call of more than half of the
	Directors pursuant to
	Paragraph 4 under Article 203
	or Paragraph 3 under Article

	203-1 of the Company Act, the
	Directors shall nominate 1 to
	act as the Presiding Officer.
	Skipped.
Article 11	Article 11	Adjustment of the order of the
Paragraph 1 and Paragraph 2 skipped.	Paragraph 1 and Paragraph 2 skipped.	paragraph

If the Board is in session, but less than half of the Directors	If the Board is in session, but less than half of the Directors
are present, the Presiding	are present, the Presiding
Officer shall announce for a	Officer shall announce for a
suspension of the meeting at	suspension of the meeting at
the proposal of other Directors	the proposal of other Directors
where the rules of the	where the rules of the
Paragraph 3, Article 8 shall	Paragraph 5, Article 8 shall
govern.	govern.
Article 12	Article 12	Adjustment of Subparagraph 2
The following shall be	The following matters shall be	of Paragraph 1 in response to
presented to the Board for	presented to the Company's	the amendment to Article 14-5
discussion:	Board for discussion:	of the Securities and Exchange
1. The Business Plan of the	1. The business plan of the	Act.
Company.	Company.
2. Annual and Interim	2. Annual Financial Report
Financial Report. Except	and the Financial Report

Clauses currently in force	Provisions under amendment	Description
the interim financial report	of the 2nd quarter
which is not required for	required for an audit with
audit under law.	certification.
Skipped.	Skipped.
Article 15	Article 15	Amendment to Paragraph 2 in
Paragraph 1 skipped.	Paragraph 1 skipped.	line with Paragraph 3 under
Directors who have no voting	In case of a conflict of interest	Article 206 of the Company
rights in the decision-making	between spouse, kindred	Act thereby, the previous
process of the Board as stated	within the 2nd tier under the	Paragraph 2 was adjusted as
in the preceding paragraph	Civil Code, or the affiliate in	Paragraph 3 with a relevant
shall be governed by Paragraph	subordinate to the Director	change in the wording.
2 under Article 180 of the	who can exercise control and
Company Act pursuant to	particular motion in the
Paragraph 3 under Article 206	meeting, it shall be construed
of the same law.	as the conflict of interest
	between the Director and the
	motion in point.
	Directors who have no voting
	rights in the decision-making
	process of the Board as stated
	shall be governed by Paragraph
	2 under Article 180 of the
	Company Act pursuant to
	Paragraph 4 under Article 206
	of the same law.
Article 20	Article 20	Adding the date of amendment
The Regulations was amended	The Regulations was amended	of this instance.
for the 1st instance on	for the 1st instance on
12/25/2006.	12/25/2006.
(Skipped)	(Skipped)
The Regulations was amended	The Regulations was amended
for the 5th instance on	for the 6th instance on
10/25/2017.	08/04/2020.

7th Amendment

Clauses currently in force	Provisions under amendment	Description
Article 1	Article 1	Text correction.
The rules of procedure of the	The rules of procedure of the
Board of Directors Meetings	Board of Directors Meetings shall
shall be governed by This Rule	be governed by This Rule unless
unless otherwise specified by	otherwise specified by other
other laws.	applicable laws and the Articles of
	Incorporation of the Company.
Article 3	Article 3	Text adjustment in response
The Board shall convene once	The Board shall convene at least	to the Regulations
quarterly.	once quarterly.	Governing Procedure for
The Board shall specify the	The Board shall specify the	Board of Directors Meetings
reasons for the convention and	reasons for the convention and	of Public Companies.
notify the Directors 7 days in	notify the Directors 7 days in
advance but may call for a	advance but may call for a session
session at any time in case of	at any time in case of emergency.
emergency.	Paragraph 3 omitted.
Paragraph 3 omitted.	The particulars inscribed in

Clauses currently in force	Provisions under amendment	Description
The particulars inscribed in	Paragraph 1 under Article 7 shall
Paragraph 1 under Article 12	be listed as the reasons for the
shall be listed as the reasons	convention. They cannot be
for the convention. They	proposed as extemporary motions
cannot be proposed as	unless under emergency or with
extemporary motions unless	justifiable reasons.
under emergency or with
justifiable reasons.
Article 4	Article 5	Adjustment on the Article
Skipped.	Skipped.	No. in response to the
		Regulations Governing
		Procedure for Board of
		Directors Meetings of
		Public Companies.
Article 5	Article 9	Adjustment on the Article
Skipped.	Skipped.	No. in response to the
		Regulations Governing
		Procedure for Board of
		Directors Meetings of
		Public Companies.
Article 6	Article 4	Adjustment on the Article
Skipped.	Skipped.	No. in response to the
		Regulations Governing
		Procedure for Board of
		Directors Meetings of
		Public Companies.
Article 7	Article 10	Adjustment on the Article
Skipped.	Skipped.	No. in response to the
		Regulations Governing
		Procedure for Board of
		Directors Meetings of
		Public Companies.
Article 8	Article 11	1. Adjustment on the
When a meeting of the Board	The Board shall notify related	Article No. and text
of Directors is held, the	functional departments or	correction in response to
designated unit responsible for	subsidiaries to attend the meeting	the Regulations
the Board meetings shall	as observers depending on the	Governing Procedure for
furnish the attending directors	content of the motions presented	the Board of Directors
with relevant materials for	in the Board meeting.	Meetings of Public
ready reference.	Skipped.	Companies.
The Board shall notify related	Article 12	2. Adjustment on the
functional departments or	The Presiding Officer shall	applicable Paragraph
subsidiaries to attend the	announce the session of the	Nos.
meeting as observers	General Meeting of Shareholders
depending on the content of the motions presented in the	at the exact time scheduled for the meeting if a quorum is qualified.
Board meeting.	If the attendance of shareholders
The Presiding Officer shall	to the meeting cannot qualify for a
announce the session of the	quorum, the Presiding Officer
General Meeting of	shall announce the postponement
Shareholders at the exact time	of the meeting twice. If the
scheduled for the meeting	attendance of shareholders to the
when more than one-half of all	meeting still cannot qualify for a
the directors are in attendance.	quorum after the Presiding Officer

Clauses currently in force	Provisions under amendment	Description
If one-half of all the directors	has announced the postponement
are not in attendance at the	of the meeting twice, the
appointed meeting time,the	Presiding Officer shall proceed to
Presiding Officer shall	Paragraph 2 under Article 3,
announce the postponement of	thereby calling for a new session
the meeting twice. If the	of the meeting.
attendance of shareholders to	All Directors as referred to in the
the meeting still cannot qualify	preceding paragraph and
for a quorum after the	Subparagraph 2 of Paragraph 2
Presiding Officer has	under Article 17 shall be those
announced the postponement	who are in office.
of the meeting twice, the
Presiding Officer shall proceed
to Paragraph 2 under Article 3,
thereby calling for a new
session of the meeting.
All Directors as referred to in
the preceding paragraph and
Subparagraph 2 of Paragraph 2
under Article 16 shall be those
who are in office.
Article 9	Article 18	Adjustment on the Article
Paragraph 1 and Paragraph 2	Paragraph 1 and Paragraph 2	No. and text correction in
skipped. If the Board convenes via	skipped. If the Board convenes via video	response to the Regulations Governing Procedure for the
video conferencing, the	conferencing, the audiovisual data	Board of Directors Meetings
audiovisual data shall	shall constitute an integral part of	of Public Companies.
constitute an integral part of	the meeting minutes on record and
the meeting minutes on record	shall be properly kept within the
and shall be properly kept	perpetuity of the Company.
within the perpetuity of the
Company.
Article 10	Article 6	Adjustment on the Article
Skipped.	Skipped.	No. in response to the
		Regulations Governing
		Procedure for Board of
		Directors Meetings of
		Public Companies.
Article 11	Article 13	1. Adjustment on the
Paragraph 1 and Paragraph 2	Paragraph 1 and Paragraph 2	Article No. in response
skipped. If the Board is in session, but	skipped. If the Board is in session, but less	to the Regulations Governing Procedure for
less than half of the Directors	than half of the Directors are	Board of Directors
are present, the Presiding	present, the Presiding Officer	Meetings of Public
Officer shall announce for a	shall announce for a suspension of	Companies.
suspension of the meeting at	the meeting at the proposal of	2. Adjustment on the
the proposal of other Directors	other Directors where the rules of	applicable Paragraph
where the rules of the	the preceding article shall govern.	Nos.
Paragraph 5, Article 8 shall
govern.
Article 12	Article 7	1. Adjustment on the
The following matters shall be	The following of the Company	Article No. in response
presented to the Company's	shall be presented to the Board for	to the Regulations
Board for discussion:	discussion:	Governing Procedure for

Clauses currently in force	Provisions under amendment	Description
The subparagraphs 1&2	The subparagraphs 1&2 omitted.	Board of Directors
omitted.	3. The institution or amendment	Meetings of Public
3. The institution or	to the internal control system	Companies.
amendment to the internal	pursuant to Article 14-1 of the	2. Text correction.
control system pursuant to	Securities and Exchange Act
Article 14-1 of the Securities	(hereinafter, "SEA") and
and Exchange Act (hereinafter	evaluating the effectiveness of the
referred to as the "Act") and	internal control system.
evaluating the effectiveness of	Skipped.
the internal control system.
Skipped.
	Article 8	Additions to this provision
	Further to the motions to be	in response to the
	presented to the Board for	Regulations Governing
	discussion as stated in Paragraph	Procedure for Board of
	1 of the preceding article, the	Directors Meetings of
	content of authorization shall be	Public Companies.
	compliant with related rules and
	regulations of the Company, the
	resolution of the Board and the
	Shareholders Meeting or
	applicable laws.
Article 13	Article 14	1. Adjustment on the
Paragraph 1 skipped.	Paragraph 1 skipped.	Article No. and text
If there is no adverse opinion	If there is no adverse opinion on a	correction in response to
on a particular motion from the	particular motion from the	the Regulations
Directors under the request of	Directors under the request of the	Governing Procedure for
the Presiding Officer for	Presiding Officer for opinion, it	the Board of Directors
opinion, it shall be deemed the	shall be deemed the common	Meetings of Public
common consent of the	consent of the Directors on the	Companies.
Directors on the motion.	motion for approval the same as	2. Adjustment on the
If a specific Director has an	approval by voting.	applicable Paragraph
adverse opinion on a particular	If a specific Director has an	Nos.
motion, such motion shall be referred to voting for decision.	adverse opinion on a particular motion, such motion shall be
One voting method for	referred to voting for decision.
motions at a meeting of the	Votes can be cast by hand-raising
Board of Directors shall be	or balloting. If a vote on a motion
selected by the chairperson	requires ballot scrutinizers and
from among those below,	vote counters, the chairperson
provided that when a present	shall appoint the same, provided
director has an objection, the	that all scrutinizers shall be
chairperson shall seek the	directors. The voting result must
opinion of the majority to	be reported by the chairperson on
make a decision:	the site and also recorded.
1. A show of hands or a vote	All the Directors in session as
by voting machine.	mentioned in Paragraph 2 shall
2. A roll call vote.	not include the Directors without
3. A vote by ballot.	voting rights as stated in
4. A vote by a method selected	Paragraph 1 under Article 16.
at the Company's discretion. All the Directors in session as
mentioned in Paragraph 2 shall
not include the Directors

Clauses currently in force	Provisions under amendment	Description
without voting rights as stated
in Paragraph 1 under Article
15.
Article 14	Article 15	Adjustment on the Article
The Company's resolutions of	Resolutions of the Board shall be	No. and text correction in
the Board shall be made by a	made by a simple majority of the	response to the Regulations
simple majority of the votes	votes cast by the Directors in a	Governing Procedure for the
cast by the Directors in a	session with the presence of more	Board of Directors Meetings
session with the presence of	than half of the Directors unless	of Public Companies.
more than half of the Directors	the Company Act, Securities and
unless the Securities and	Exchange Act, and the Articles of
Exchange Act, and the	Incorporation specified otherwise.
Company Act specified
otherwise.	If there is an amendment to or
Except where otherwise	substitute of a particular motion,
provided by the Act and the	the Presiding Officer shall
Company Act, the passage of a	combine the amendment or the
motion at a meeting of the	substitute with the original motion
Company's Board of Directors	in setting the priority of balloting.
shall require the approval of a	If the original motion, the
majority of the directors in	amendment to the motion, or the
attendance at a meeting of the	substitute has already been
Board of Directors attended by	passed, it shall be construed as the
a majority of all directors.	approval of all the others that no
If there is an amendment to or	further balloting will be necessary.
substitute of a particular
motion, the Presiding Officer
shall combine the amendment or the substitute with the
original motion in setting the
priority of balloting. However,
if the original motion, the
amendment to the motion, or
the substitute has already been
passed, it shall be construed as
the approval of all the others
that no further balloting will be
necessary.
If a vote on a motion requires
ballot scrutinizers and vote
counters, the chairperson shall
appoint the same, provided that all scrutinizers shall be
directors.
The voting result must be
reported by the chairperson on
the site and also recorded.
Article 15	Article 16	Adjustment on the Article
Paragraph 1 skipped.	Paragraph 1 skipped.	No. and text correction in
In case of a conflict of interest	In case of a conflict of interest	response to the Regulations
between spouse, kindred	between spouse, kindred within	Governing Procedure for the
within the 2nd tier under the	the 2nd tier under the Civil Code,	Board of Directors Meetings
Civil Code, or the affiliate in	or the affiliate in subordinate to	of Public Companies.
subordinate to the Director	the Director who can exercise

who can exercise control and control and particular motion in particular motion in the the meeting, it shall be construed meeting, it shall be construed as the conflict of interest between as the conflict of interest the Director and the motion in between the Director and the point. motion in point. Directors who have no voting Directors who have no voting rights in the decision-making rights in the decision-making process of the Board as stated in process of the Board as stated the preceding 2 paragraphs shall shall be governed by be governed by Paragraph 2 under Paragraph 2 under Article 180 Article 180 of the Company Act of the Company Act pursuant pursuant to Paragraph 4 under to Paragraph 4 under Article Article 206 of the same law. 206 of the same law. Article 16 Article 17 1. Adjustment on the The discussion and resolutions The discussion and resolutions of Article No. and text of the Board shall be tracked the Board shall be tracked as correction in response to as minutes of the meeting on minutes of the meeting on record the Regulations record covering the following covering the following particulars: Governing Procedure for particulars: The subparagraphs 1 to 6 omitted. the Board of Directors The subparagraphs 1 to 6 7. Points of discussion: The mean Meetings of Public omitted. and result of the resolution on Companies. 7. Points of discussion: The each motion, the summary of the 2. Adjustment on the mean and result of the opinions presented by the applicable Paragraph resolution on each motion, the Directors, experts, and other Nos. summary of the opinions personnel, the names of the presented by the Directors, Directors who have the conflict of experts, and other personnel, interest as mentioned in Paragraph the names of the Directors who 1, the summary description of the have the conflict of interest as stakes, the reason for recusal and mentioned in Paragraph 1, the no recusal, and the act of recusal, summary description of the adverse and qualified opinions stakes, the reason for recusal with record or written declaration and no recusal, and the act of and the opinions presented by the recusal, adverse and qualified Independent Directors in writing opinions with record or written pursuant to Paragraph 5 under declaration and the opinions Article 7. presented by the Independent The subparagraphs 8&9 omitted. Directors in writing pursuant If any of the following applies to a to Paragraph 5 under Article particular issue of the Board for 12. resolution, specify the detail as The subparagraphs 8&9 meeting minutes, and declare omitted. online at the website designated If any of the following applies by the competent authority within to a particular issue of the 2 days after the session of the Board for resolution, specify Board: the detail as meeting minutes, The subparagraph 1 skipped. and the public website at the 2. Motions which have not been website designated by the passed by the Auditing Committee Financial Supervisory of the Company but approved by Commission, Executive Yuan more than 2/3 of the Directors. within 2 days after the session Skipped. of the Board:	Clauses currently in force	Provisions under amendment	Description



















































	The subparagraph 1 skipped.

Clauses currently in force	Provisions under amendment	Description
2. Motions which have not
been passed by the Auditing
Committee of the Company
but approved by more than 2/3
of the Directors.
Skipped.
Article 17		Deletion of this provision in
Article 2, Paragraph 2 of		response to the Regulations
Article 3, Articles 4 to 6,		Governing Procedure for
Articles 8 to 11, and Articles		Board of Directors Meetings
13 to 16 herein shall apply to		of Public Companies.
the parliamentary procedures
of meetings of the Company's
Board of Managing Directors
mutatis mutandis.
Notwithstanding, where the
meeting of the Board of
Managing Directors is required
to be convened periodically
within 7 days, the meeting
shall be notified to each
managing director 2 days ago.
Article 18	Article 19	Adjustment on the Article
Skipped.	Skipped.	No. in response to the
		Regulations Governing
		Procedure for Board of
		Directors Meetings of
		Public Companies.
Article 19	Article 20	1. Adjustment on the
The Rules has been passed by	The Rules of Procedure of the	Article No. and text
the Board and became	Board of Directors Meetings has	correction in response to
effective on 01/01/2007.	been passed by the Board and	the Regulations
Article 20	became effective on 01/01/2007.	Governing Procedure for
The Regulations was amended	The Rules of Procedure of the	the Board of Directors
for the 1st instance on	Board of Directors Meetings was	Meetings of Public
12/25/2006.	amended for the 1st instance on	Companies.
The Regulations was amended	12/25/2006.	2. Adding the date of
for the 2nd instance on 03/26/2008.	The Rules of Procedure of the Board of Directors Meetings was	amendment of this instance.
The Regulations was amended	amended for the 2nd instance on
for the 3rd instance on	03/26/2008.
05/02/2012.	The Rules of Procedure of the
The Regulations was amended	Board of Directors Meetings was

for the 4th instance on 12/17/2012.	amended for the 3rd instance on 05/02/2012.
The Regulations was amended	The Rules of Procedure of the
for the 5th instance on	Board of Directors Meetings was
10/25/2017.	amended for the 4th instance on
The Regulations was amended	12/17/2012.
for the 6th instance on	The Rules of Procedure of the
08/04/2020.	Board of Directors Meetings was
	amended for the 5th instance on
	10/25/2017.
	The Rules of Procedure of the

Clauses currently in force	Provisions under amendment	Description
	Board of Directors Meetings was
	amended for the 6th instance on
	08/04/2020.
	The Rules of Procedure of the
	Board of Directors Meetings was
	amended for the 7th instance on
	02/24/2021.

[Appendix 5]

ASRock Incorporation Proposal for Distribution of Earnings 2020

		Unit: NT\$
Title	Amount	Remark
Undistributed earnings at the beginning of the	\$187,425,668
period
Earnings in 2020 available for distribution:
Net income in 2020	1,363,092,117
Add (less): Changes in the remeasurement of the
defined benefit plan	(5,891,113)
Labor cost of employee restricted shares	(518,835)
Changes in the associates accounted for
using equity method	(26,819)
Items for recognition:
Appropriation of legal reserve	(135,665,535)
Appropriation of special reserve	(193,320,539)
Subtotal of earnings in 2020 available for	1,027,669,276
distribution
Items for distribution:
Shareholder dividend - cash	(965,139,432)	NT\$8/share
Undistributed earnings at the ending of the period	249,955,512

Note: the earnings in 2020 available for distribution will be allocated for distribution of shareholder dividend in the first place (the balance of the appropriation of net income for legal reserve, a reversal of special reserve and adjustment of undistributed earnings of the year), the undistributed earnings at the beginning of the period will be allocated to cover the amount short, where applicable.

The year of cash dividend payment:

Year of earnings	Amount
2020	965,139,432
1998 -2020	-
Total	965,139,432

Chairman:Tung,Hsu-Tien Manager:Hsu,Lung-Lun Chief Accounting Officer:Li,Hui-Ru

[Appendix 6]

The mapping of the clauses of the "Regulations Governing the Election of Directors' before and after the amendment.

Clauses currently in force	Provisions under	Description
	amendment
Article 7:		The candidate nomination
Voters shall fill in the		system will be adopted by
name of the candidate in		companies listed at TWSE
the field of "Candidate"		(TPEx) for the election of
of the ballot and mark		Directors and Supervisors
down the account title and		from 2021 onward under
ID card number. For		Jin-Guan-Zheng-Jiao-Zi
institutional investors, the		No. 1080311451
name of the institutional		announced by the
investor and the name of		Financial Supervisory
the representative shall be		Commission on
marked in the field of		04/25/2019. Accordingly,
candidate.		shareholders shall elect
		the candidates on the list
		to the seats of Directors.
		Before the convention of
		the Shareholders Meeting,
		shareholders can
		understand the names,
		education, experience and
		related information on the
		candidates from the list.
		As such, it will be
		unnecessary to use the
		account title of the
		shareholder or the ID card
		number to identify the
		candidate and this
		provision is deleted.
Article 8:	Article 7:	Reassignment of the
A ballot will be invalid if	A ballot will be invalid if	article number after the
any of the following	any of the following	deletion of Article 7.
applies:	applies:	Shareholders may
1. Use a ballot not	1. Use a ballot not	convene by themselves
prepared by the	prepared by the	under special
Board.	convener.	circumstances pursuant to
2. Put a blank ballot into	2. Put a blank ballot into	Article 173 of the
the ballot box.	the ballot box.	Company Act (if the
3. The handwriting is	3. The handwriting is	Board fails to give notice
blurred that cannot be	blurred that cannot be	of meeting). Amendment
identified, or the	identified, or the	to Subparagraph 1 of this
wording has been	wording has been	article was made for this
marked for change.	marked for change.	purpose. The candidate
4. If the candidate	4. The name of the	nomination system will be
marked down on the	candidate marked on	adopted by companies
ballot is a	the ballot was found	listed at TWSE (TPEx)
shareholder, and the	irrelevant with the list	for the election of

Clauses currently in force	Provisions under	Description
	amendment
account title,	of candidates to the	Directors and Supervisors
shareholder account	Directors' seats.	from 2021 onward under
number were found	5. Further to marking	Jin-Guan-Zheng-Jiao-Zi
irrelevant with the	down the number of	No. 1080311451
record in the	votes allotted, there is	announced by Financial
shareholders' roster.	other handwriting on	Supervisory Commission
If the candidate	the ballot.	on 04/25/2019. As such,
marked down on the		shareholders shall elect
ballot is not a		the candidates on the list
shareholder, the		of candidates to the seats
name, ID number		of Directors that an
were found irrelevant. 5. Further to marking		adjustment was made in Subparagraph 4 and
down the account title		Subparagraph 5 of this
(name) or shareholder		article, with the deletion
account number (ID		of Subparagraph 6.
card number) of the
candidate and the
number of votes
allotted, there is other
handwriting on the
ballot.
6. The name of the
candidate marked on
the ballot was found
identical with another shareholder, but the
shareholder account
number or ID number
has not been marked
down for
differentiation.
Article 9:	Article 8:	Reassignment of the
Skipped.	Skipped.	article number after the
		deletion of Article 7.
Article 10:	Article 9:	Reassignment of the
Skipped.	Skipped.	article number after the
		deletion of Article 7.
Article 11:	Article 10	Reassignment of the
Skipped.	Skipped.	article number after the
Article 10:	Article 11:	deletion of Article 7. Reassignment of the
Skipped.	Skipped.	article number after the
		deletion of Article 7.
Article 13:	Article 12:	Reassignment of the
This set of regulations	This set of regulations	article number after the
was amended for the 1st	was amended for the 1st	deletion of Article 7.
instance on 06/19/2006.	instance on 06/19/2006.	Add the date of
(Skipped)	(Skipped)	amendment of this
The amendment of the	The amendment of The	instance.
Regulations for the 3rd	Regulations for the 4th
instance was passed on	instance was passed on
06/18/2012.	08/20/2021.

AI assistant

ASROCK — AGM Information 2021

52334_rns_2021-08-23_b544fe34-026e-4dc6-8308-966305c2482e.pdf

ASRock Incorporation

2021 Annual General Shareholders' Meeting Minute

Voting Results:

Motion no. 2: [Proposed by the Board]

Name List of Candidates for Independent Directors (a total of 3 candidates)

[Appendix 1]

ASRock Incorporation

2020 Business Report

Financial and Business Performance

[Appendix 2]

ASRock Incorporation Auditing Committee Review Report

[Appendix 3]

Independent Auditors' Report Translated from Chinese

To ASROCK INC.

Opinion

Basis for Opinion

Key Audit Matters

Investments accounted for using equity method - Inventory of Subsidiary

Revenue recognition

Other Matter - Making Reference to the Audits of Component Auditors

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese ASROCK INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

Declaration

Independent Auditors' Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Inventory valuation

Revenue recognition

Other Matter - Making Reference to the Audits of Component Auditors

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Other

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2020 and 2019

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANG IN STOCKHOLDERS' EQUITY For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

English Translation of Consolidated Financial Statements Originally Issued in Chinese ASROCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

[Appendix 4]

The mapping of the clauses of "Rules of Procedure of the Board of Directors Meetings" before and after amendment

7th Amendment

[Appendix 5]

ASRock Incorporation Proposal for Distribution of Earnings 2020

The year of cash dividend payment:

[Appendix 6]

More from ASROCK

ASROCK AGM Information 2021